emani · legal

Terms of Service

Formal contractual terms governing Accounts, Orders, payments, SafeCheckout, Vendors, Buyers and Disputes.

Jurisdiction:
Nigeria
Effective Date:
2 September 2026
Last Updated:
2 September 2026
Version:
3.0

These Terms of Service constitute a legally binding agreement. You are advised to read them in their entirety before accessing or using the Platform or entering into an Order.

PART A - CONSTITUTION OF AGREEMENT AND GENERAL PROVISIONS

1. CONTRACTING PARTY, ACCEPTANCE AND APPLICATION

1.1 These Terms of Service (the "Terms") are made between Emani Technologies Limited, registration number RC 7231120, having its registered or principal place of business at No. 2 Osholake Street, T.M. Meadows Estate, Ebute Metta, Lagos State, Nigeria and trading under the name Emani ("Emani", "we", "us" or "our"), and each person who accesses or uses the Platform or any Service ("you" or "your").

1.2 These Terms govern your access to and use of emani.app, each Emani website or application, Buyer and Vendor Accounts, Order pages, checkout, SafeCheckout, Emani Balance, delivery-support functionality, Dispute administration, payouts and all other services, functionality and communications supplied by or on behalf of Emani (collectively, the "Platform").

1.3 You shall be deemed to have accepted, and agreed to be bound by, these Terms upon the earliest of: (a) selecting an acceptance checkbox or comparable affirmative control; (b) registering or continuing to operate an Account after these Terms have been presented; (c) creating, accepting, paying for or fulfilling an Order; or (d) otherwise accessing or using a Service in circumstances in which these Terms have been brought to your attention.

1.4 If you access or use the Platform for or on behalf of a company, partnership, unincorporated association or other person, you represent and warrant that you possess full authority to bind that person, and references to "you" shall include that person. If you do not accept these Terms or lack the requisite authority, you shall not access or use the Platform.

1.5 These Terms presently apply to Users and transactions in Nigeria. Emani may prescribe supplemental or jurisdiction-specific terms before making a Service available elsewhere. Any such supplemental terms shall form part of the agreement and, to the extent of an irreconcilable inconsistency, shall prevail in respect of the relevant jurisdiction or Service.

1.6 Nothing in these Terms shall exclude, restrict, waive or otherwise prejudice any right, remedy, guarantee, warranty or liability which cannot lawfully be excluded or restricted, including any non-excludable right under the Federal Competition and Consumer Protection Act 2018 (the "FCCPA") or other Applicable Law.

2. INTERPRETATION AND DEFINITIONS

2.1 In these Terms, unless the context otherwise requires:

"Account" means any Buyer, Vendor, administrator, representative or other account established on the Platform.

"Applicable Law" means all laws, regulations, judicial decisions, regulatory directives, codes and binding requirements applicable to Emani, a User, an Order, a payment, a product, a Service or the subject matter of these Terms from time to time.

"Business Day" means a day other than a Saturday, Sunday or public holiday in the Federal Republic of Nigeria.

"Buyer" means a person who creates, places, receives or pays for an Order.

"Dispute" means a claim submitted through SafeCheckout concerning non-delivery, damage, defect, material misdescription, unauthorised activity or another eligible Order issue.

"Emani Balance" means a monetary balance displayed within an Account and recorded or maintained through the payment arrangement supplied by the Payment Partner. An Emani Balance is not a deposit accepted by Emani.

"Held Funds" means money which remains restricted within the Payment Partner's payment arrangement pending release, refund, reversal, chargeback, investigation or determination of a Dispute.

"Order" means a request or agreement for the purchase and supply of goods or services recorded through the Platform.

"Order Amount" means the amount payable to a Vendor for the relevant goods or services, excluding the Service Fee unless checkout expressly states otherwise.

"Payment Partner" or "Paga" means Pagatech Limited or any duly authorised replacement payment-service provider disclosed to Users.

"Review Period" means the period displayed for an Order after a Verified Delivery Event during which the Buyer may confirm satisfactory receipt or submit a Dispute. Unless a different period is clearly disclosed before payment, the Review Period shall be twenty-four hours.

"SafeCheckout" means Emani's conditional fund-release, transaction-administration and Dispute-support service described in these Terms.

"Service Fee" means Emani's fee for SafeCheckout and related Platform services, as disclosed before the Buyer authorises payment.

"User" means a Buyer, Vendor, Account representative or any other person accessing or using the Platform.

"User Content" means product images, descriptions, listings, messages, evidence, reviews, feedback and other content submitted, uploaded, transmitted or made available by a User.

"Vendor" means the person or business offering, selling or supplying the goods or services comprised in an Order.

"Verified Delivery Event" means delivery evidenced by Buyer confirmation, a valid delivery code, reliable courier records, signed proof of delivery or other objectively verifiable evidence accepted by Emani acting reasonably.

2.2 References to a statute include that statute as amended, consolidated, re-enacted or replaced and include subordinate legislation made under it. Words importing the singular include the plural and vice versa; references to a person include a natural person, company, partnership, body corporate, unincorporated association, governmental authority and any successor or permitted assign.

2.3 The words "including", "includes", "in particular" and analogous expressions shall be construed as being without limitation. Headings are inserted for convenience and shall not affect interpretation.

2.4 Where an obligation is to be performed on a day which is not a Business Day, it shall be performed on the next Business Day unless the nature of the obligation, the checkout information or Applicable Law requires otherwise.

3. ELIGIBILITY, CAPACITY AND AUTHORITY

3.1 You represent and warrant on a continuing basis that you are at least eighteen years of age, possess full legal capacity to enter into and perform these Terms, are not prohibited by Applicable Law from using the Platform and shall not access or use another person's identity or Account without lawful authority.

3.2 Each Vendor further represents, warrants and undertakes that it:

  • is duly constituted, registered and authorised to carry on the business conducted through the Platform, where registration or authorisation is required;
  • holds and shall maintain all licences, permits, consents, approvals and registrations required for its goods, services and operations;
  • has full capacity, title and authority to offer and supply each listed product or service and to receive the relevant proceeds;
  • is not subject to any sanction, prohibition, disqualification or restriction which would render an Account, Order, payment or payout unlawful; and
  • shall provide complete, accurate and current identity, ownership, representative, tax, verification and payout information.

3.3 Emani may, before or after enabling an Account or Service, require verification, supporting documentation, source-of-funds or source-of-wealth information, beneficial-ownership information or other information reasonably required for compliance, fraud prevention, risk management or the Payment Partner's regulated obligations.

3.4 Emani may impose reasonable transaction, payout, feature or Account limits by reference to verification status, risk profile, performance history, regulatory requirements and Payment Partner requirements.

4. ACCOUNTS, CREDENTIALS AND SECURITY

4.1 You shall provide information which is complete, accurate, current and not misleading and shall promptly update such information whenever it changes. Emani may rely upon information appearing in an Account until notified of a change and afforded a reasonable opportunity to implement it.

4.2 You shall keep secure and confidential all passwords, one-time codes, authentication methods, email accounts, telephone numbers, devices and other means by which the Account may be accessed. You shall not disclose a credential to any person purporting to represent Emani or the Payment Partner.

4.3 You shall notify Emani without undue delay through support@emani.app upon becoming aware of or reasonably suspecting unauthorised access, credential compromise, loss of a registered device, impersonation, an erroneous transaction or any other security incident affecting the Account.

4.4 Emani may temporarily restrict an Account, payment, payout or feature while investigating a security concern. Responsibility for an unauthorised transaction shall be determined by reference to the facts, Applicable Law, the Payment Partner's binding rules and the reasonable security measures and conduct of the relevant parties; the mere use of valid credentials shall not conclusively establish authorisation.

4.5 You shall not establish or operate duplicate, nominee, fictitious or otherwise misleading Accounts for the purpose of evading verification, a restriction, an investigation, an amount due, a transaction limit or an enforcement measure.

5. PRIVACY, RECORDS AND ELECTRONIC COMMUNICATIONS

5.1 Emani shall process Personal Data in accordance with the Emani Privacy Policy, which is incorporated into these Terms by reference for the limited purpose of describing Emani's Processing Activities and your data-protection rights.

5.2 The Payment Partner and other independent providers may process information under their respective terms, privacy notices and regulatory obligations. Your use of the relevant service may be conditional upon acceptance of those third-party terms.

5.3 You consent to the use of electronic records, signatures, notices and communications to the fullest extent permitted by Applicable Law. Emani may deliver a notice through the Platform, to the email address or telephone number associated with the Account, or through another durable electronic channel reasonably calculated to bring the notice to your attention.

5.4 A transactional or legal notice shall be deemed received when made available through the Platform or sent to the contact details recorded in the Account, except where Emani receives an automated failure notification or Applicable Law requires proof of actual receipt.

5.5 You shall maintain current contact details and retain copies of material Order, payment, delivery and Dispute records. Emani may retain electronic records and audit trails as evidence of instructions, acceptance, communications and transactions, subject to Applicable Law.

6. LIMITED LICENCE, PLATFORM AVAILABILITY AND MODIFICATION

6.1 Subject to compliance with these Terms, Emani grants you a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Platform solely for its intended lawful purposes.

6.2 No provision of these Terms shall transfer to you any ownership interest in the Platform, software, database, design, content or intellectual property of Emani or its licensors.

6.3 Emani may maintain, modify, suspend, replace or discontinue a non-essential feature and may deploy security or compliance changes without prior notice. Where a change materially impairs a paid Service, access to money or an existing Order, Emani shall provide such notice, transitional measure or remedy as Applicable Law or the applicable contract requires.

6.4 Emani does not warrant that the Platform shall be uninterrupted or error-free. Emani shall, however, exercise reasonable care and skill in operating the Platform and shall take reasonable steps to restore a materially affected Service.

PART B - MARKETPLACE, ORDERS AND USER OBLIGATIONS

7. NATURE OF EMANI'S ROLE

7.1 Emani supplies marketplace, transaction-administration and communications technology through which Buyers and Vendors may create and manage Orders, use SafeCheckout, arrange supported delivery and submit eligible Disputes.

7.2 Unless Emani is expressly identified at checkout as the seller or supplier, Emani is not the Vendor, seller, reseller, manufacturer, distributor or supplier of the goods or services comprised in an Order. The contract for sale and supply is concluded directly between the Buyer and the Vendor.

7.3 The Vendor shall be solely responsible for the goods or services, including their existence, title, description, price, quality, safety, legality, conformity, availability, delivery, warranties, taxes, receipts and all statutory or contractual remedies owed to the Buyer.

7.4 Nothing in Clause 7.2 or 7.3 shall relieve Emani from liability for Emani's own obligations, representations, negligence, breach of these Terms, payment instructions, security failures or other responsibility which Applicable Law imposes directly upon Emani.

7.5 SafeCheckout shall not constitute insurance, a guarantee of Vendor performance, a certification of product quality or a representation that every loss will be recovered.

8. ORDER FORMATION

8.1 Before the Buyer authorises payment, the Order page or checkout shall identify, to the extent applicable, the Vendor, goods or services, quantity, Order Amount, Service Fee, delivery charge, estimated delivery information, Review Period and any material restriction disclosed through the Platform.

8.2 Unless the checkout expressly provides otherwise:

  • the Buyer's confirmation of an Order constitutes an offer to purchase and an authorisation to initiate payment;
  • payment confirmation does not of itself constitute Vendor acceptance or guarantee availability;
  • the contract of sale is concluded when the Vendor accepts the Order through the Platform; and
  • if the Vendor rejects or fails to accept the Order within the stated period or is unable lawfully to fulfil it, the affected amount shall be reversed or refunded in accordance with these Terms.

8.3 Information expressly displayed and accepted at checkout forms part of the applicable Order contract. A Vendor's separate policy shall bind the Buyer only to the extent that it was fairly and prominently disclosed before purchase, is not inconsistent with checkout, these Terms or Applicable Law, and does not purport to exclude a non-excludable right.

8.4 Emani may reject or cancel an Order before Vendor acceptance where reasonably necessary due to an evident pricing or technical error, suspected fraud, failed verification, a legal restriction, an unavailable payment service or another legitimate operational reason. Emani shall provide the general reason where legally and operationally permissible.

9. BUYER REPRESENTATIONS AND COVENANTS

9.1 The Buyer represents, warrants and undertakes that the Buyer shall:

  • provide accurate recipient, contact, delivery and payment information;
  • review the listing, total price, fees, delivery information and Review Period before authorising payment;
  • use only a payment method which the Buyer is authorised to use and ensure that sufficient funds are available;
  • remain reasonably available for delivery or appoint an authorised recipient;
  • inspect the supplied item as soon as reasonably practicable;
  • disclose a delivery code only after receiving the item to which the code relates;
  • raise a Dispute honestly and within the Review Period where the Buyer seeks to prevent release of Held Funds; and
  • preserve and submit relevant evidence without fabrication, alteration or concealment.

9.2 A Buyer shall not abuse cancellation, return, refund, chargeback or Dispute procedures; make a false claim; retain goods after receiving a full refund where return is lawfully required; or collude with any person to obtain an unjustified payment or reversal.

10. VENDOR REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1 The Vendor represents, warrants and undertakes in respect of each listing and Order that:

  • the Vendor owns or is lawfully authorised to sell and deliver the goods or services;
  • all information, images, specifications, condition statements, prices and availability representations are complete, accurate, current and not misleading;
  • any material defect, limitation, risk, used or refurbished status, delivery term and return restriction is prominently disclosed before purchase;
  • the goods or services comply with Applicable Law, applicable standards, required licences, intellectual-property rights and the agreed description;
  • the Vendor shall accept or reject the Order promptly, fulfil it with reasonable care and skill and supply accurate tracking or delivery information;
  • the Vendor shall provide any receipt, invoice, warranty or other document required by Applicable Law;
  • the Vendor shall honour every non-excludable statutory remedy and any additional warranty or undertaking given by the Vendor; and
  • the Vendor shall not request an off-platform payment for an Order created through Emani for the purpose of evading SafeCheckout, fees, records or protections.

10.2 Vendor acceptance creates a direct obligation owed to the Buyer. Suspension or closure of the Vendor's Account shall not extinguish an existing Order, refund, warranty, consumer remedy, debt or liability.

10.3 The Vendor shall cooperate promptly and in good faith with delivery enquiries, returns, chargebacks, complaints, regulatory requests and Disputes and shall preserve records reasonably required for their determination.

11. LISTINGS, PRICES, TAXES AND AVAILABILITY

11.1 A listing constitutes an invitation to submit an Order unless the checkout expressly provides otherwise. The Vendor shall be responsible for ensuring that prices, stock, descriptions and delivery commitments remain current.

11.2 The price payable shall be the price displayed and accepted at checkout, subject only to a correction permitted by Applicable Law. A Vendor shall not, after accepting an Order, demand an undisclosed additional amount or cancel solely to obtain a higher price.

11.3 The Vendor shall be solely responsible for determining, collecting, accounting for and remitting all taxes, duties, levies and statutory charges arising from the Vendor's supply, except to the extent Emani or the Payment Partner is required by Applicable Law to withhold, collect or report an amount.

11.4 Emani may remove or correct a listing where it reasonably appears unlawful, unsafe, fraudulent, materially inaccurate, infringing, unavailable or inconsistent with Platform policy. Review, approval or continued publication of a listing shall not constitute endorsement or transfer the Vendor's responsibility to Emani.

12. BUYER DATA AND CONFIDENTIALITY

12.1 A Vendor receiving Personal Data concerning a Buyer or recipient shall use such information solely for lawful Order fulfilment, delivery, support, return, warranty, legal compliance and any other purpose separately authorised by the Data Subject.

12.2 The Vendor shall implement reasonable security measures; limit access to persons who require the information; refrain from selling, scraping, enriching or disclosing it for an unrelated purpose; and securely delete or anonymise it when no longer required, subject to Applicable Law.

12.3 Each party shall preserve the confidentiality of non-public commercial, security, identity and transaction information received from another party and shall disclose it only where reasonably necessary for the Order or required by Applicable Law.

13. ORDER RECORDS, RECEIPTS AND EVIDENCE

13.1 Emani may maintain an electronic record of listings, checkout information, instructions, communications, payment status, delivery events, evidence and decisions. Such records shall be admissible to the extent permitted by Applicable Law but shall not prevent a party from submitting contrary reliable evidence.

13.2 The Vendor shall maintain records sufficient to establish fulfilment, tax compliance, product conformity, title, delivery, returns and remedies for the period required by Applicable Law.

13.3 A Buyer shall retain the Order reference, relevant communications and proof reasonably necessary to support a complaint or Dispute.

14. RANKING, REVIEWS AND PLATFORM PRESENTATION

14.1 Emani may rank, recommend or display Vendors, listings or Orders by reference to relevance, price, availability, delivery performance, complaint history, verification status, User preferences, commercial arrangements and other legitimate factors.

14.2 A User review shall reflect a genuine experience and shall not be false, defamatory, coercive, incentivised without disclosure or submitted to manipulate Platform integrity. Emani may moderate or remove a review which reasonably appears unlawful, fraudulent, irrelevant or abusive.

14.3 Emani does not warrant the accuracy of every review, rating, badge or algorithmic recommendation and shall not represent a verification badge as a guarantee of future performance.

PART C - PAYMENTS, SAFECHECKOUT, FEES AND REFUNDS

15. PAYMENT PARTNER AND REGULATORY STATUS

15.1 Regulated payment, collection, account, transfer, payout or electronic-money services made available in connection with the Platform are supplied by the Payment Partner pursuant to its applicable licence, terms, privacy notice and regulatory obligations.

15.2 Emani is not a bank, does not accept deposits and does not itself issue electronic money. References in the Platform to an Account, balance, wallet, dedicated account or Held Funds shall be construed in accordance with the actual payment arrangement supplied by the Payment Partner and shall not constitute a representation that Emani conducts regulated banking business.

15.3 Emani may transmit payment, restriction, release, refund and payout instructions to the Payment Partner in accordance with these Terms and the applicable payment arrangement. The Payment Partner may impose verification, transaction, timing, reversal, settlement, sanctions, fraud and regulatory requirements.

15.4 In the event of any conflict concerning a regulated payment service, the Payment Partner's mandatory regulatory terms shall prevail to the extent required by Applicable Law; provided that no such term shall deprive a consumer of a non-excludable remedy against Emani or the Vendor.

16. NATURE AND SCOPE OF SAFECHECKOUT

16.1 SafeCheckout is a contractual mechanism pursuant to which payment for an eligible Order may remain restricted within the Payment Partner's payment arrangement pending a Verified Delivery Event, expiry of the Review Period, Buyer confirmation, refund, reversal or determination of a Dispute.

16.2 SafeCheckout is intended to facilitate conditional fund release and the orderly administration of eligible transaction disputes. It is not escrow supplied by Emani, deposit insurance, product insurance, a guarantee of authenticity or quality, or an undertaking that every loss shall be reimbursed.

16.3 SafeCheckout applies only to an Order completed through the supported checkout and payment process. Emani shall have no obligation to administer or recover an off-platform payment, undisclosed side transaction or payment made contrary to Platform instructions.

17. PAYMENT AUTHORISATION AND PROCESSING

17.1 By authorising payment, the Buyer irrevocably instructs, subject to Applicable Law, the Payment Partner to process the total amount disclosed at checkout and authorises Emani to transmit instructions required to administer SafeCheckout, including restriction, release, refund, partial allocation and payout instructions.

17.2 Payment may be declined, delayed, reversed or placed under review due to insufficient funds, verification failure, suspected fraud, sanctions, a technical error, a chargeback, a legal requirement or a Payment Partner rule.

17.3 Emani does not warrant the availability of any particular payment method. Where a payment is duplicated or an amount is collected in error, the affected amount shall be reversed or refunded without an avoidable Service Fee, subject to verification and the payment system's processing time.

18. RESTRICTION AND RELEASE OF HELD FUNDS

18.1 Held Funds shall remain subject to the applicable payment arrangement and may be released when:

  • the Buyer confirms satisfactory receipt;
  • the Review Period expires without an eligible Dispute;
  • the parties agree a lawful settlement;
  • Emani determines, following the procedure in these Terms, that release is appropriate for administering the Held Funds; or
  • release is otherwise required by Applicable Law or the Payment Partner.

18.2 Emani may maintain or extend a restriction where reasonably necessary to investigate fraud, comply with Applicable Law, give effect to a court or regulatory direction, resolve a timely Dispute, address a chargeback or protect the integrity of the payment system.

18.3 No restriction shall continue longer than reasonably necessary for the lawful purpose for which it was imposed. Upon resolution, legitimate funds shall be released, refunded or otherwise dealt with promptly, subject to the Payment Partner's processing requirements.

19. VERIFIED DELIVERY EVENT AND REVIEW PERIOD

19.1 A Vendor's unilateral assertion that delivery occurred shall not, without more, constitute conclusive proof of delivery. A Verified Delivery Event must be supported by a method reasonably capable of establishing delivery.

19.2 A delivery code is security-sensitive. A Buyer shall not provide the code before receiving the relevant item. A valid code may constitute strong evidence of delivery but shall not conclusively establish conformity, quality or absence of a latent defect.

19.3 The Review Period determines whether the affected Held Funds remain restricted under SafeCheckout. It does not extinguish, reduce or shorten a Buyer's statutory claim against the Vendor, and expiry of the Review Period shall not validate a defective, unsafe, misdescribed or otherwise non-conforming supply.

19.4 A different Review Period shall bind the Buyer only if it is prominently disclosed before payment and is not unlawful or unfair having regard to the nature of the goods or services.

20. SERVICE FEES, CHARGES AND TAXES

20.1 The Service Fee and any delivery or other charge payable through Emani shall be disclosed before the Buyer confirms payment. Unless otherwise disclosed, the Service Fee shall be calculated in accordance with the rate and cap displayed at checkout.

20.2 A Service Fee is earned in consideration of Platform and SafeCheckout services actually supplied and shall not be treated as non-refundable in all circumstances. Without limiting Applicable Law, Emani shall refund or reverse the Service Fee where:

  • Emani fails materially to provide the paid service;
  • Emani or the payment system duplicates or erroneously imposes the charge;
  • the transaction is cancelled because of Emani's breach, a prohibited transaction or a material technical failure not attributable to the User;
  • the Order is void or Applicable Law requires repayment; or
  • retention of the fee would otherwise be unlawful or manifestly unfair.

20.3 Where an Order is partially refunded, Emani may retain a proportionate part of the Service Fee to the extent it reflects services properly supplied and retention is fair and lawful.

20.4 Fees may be changed prospectively upon reasonable notice. A changed fee shall not apply to an Order already confirmed unless required by Applicable Law or expressly agreed by the affected User.

21. REFUNDS, REVERSALS, EMANI BALANCE AND CHARGEBACKS

21.1 Subject to clause 21.9, a monetary refund shall be credited to the Buyer’s E-Wallet in accordance with clause 21.4, and not returned to the original payment method.

21.2 Emani shall not compel a Buyer to accept non-withdrawable Platform credit where Applicable Law requires repayment of money. A Buyer may elect to receive an amount into an Emani Balance where that option is available, lawful and presented as a genuine choice.

21.3 Any monetary value recorded as an Emani Balance shall be held, safeguarded, transferred and redeemed in accordance with the Payment Partner's applicable regulated arrangement. Emani may not forfeit a legitimate monetary balance merely because an Account is inactive, suspended or closed.

21.4 Subject always to Applicable Law and the mandatory requirements of the Payment Partner, every monetary refund, reversal, reimbursement, restitution or other amount repayable to a Buyer in connection with an Order, transaction or Service shall be credited exclusively to the Emani Balance or electronic wallet associated with that Buyer’s duly verified Account (the “Buyer’s E-Wallet”).

21.5 Emani shall not make, and the Buyer shall not be entitled to require, any such refund to be paid directly into a personal bank account, an account held in the name of a third party or any other account which has not been verified and approved in accordance with Emani’s and the Payment Partner’s applicable identification, account-matching, anti-fraud and compliance procedures.

21.6 The routing of refunds through the Buyer’s E-Wallet is intended to preserve the integrity and traceability of transaction flows, prevent unauthorised third-party payments, reduce fraud and refund abuse, and facilitate compliance by Emani and the Payment Partner with applicable know-your-customer, anti-money laundering, counter-terrorist-financing, sanctions-screening, transaction-monitoring, record-keeping and regulatory-reporting obligations.

21.7 A refund shall be regarded as completed only when the relevant amount has been irrevocably credited to the Buyer’s E-Wallet and made available to the Buyer, subject to any lawful restriction, chargeback, Dispute, investigation or compliance review. All rights and beneficial interests in a legitimate refunded amount shall remain vested in the Buyer, and Emani shall not forfeit, appropriate or otherwise treat such amount as its own property merely because it has been credited to, or remains within, the Buyer’s E-Wallet.

21.8  Where the Buyer’s E-Wallet is inactive, restricted or not fully verified at the time a refund becomes due, the relevant amount may remain safeguarded within the Payment Partner’s regulated payment arrangement pending completion of the required verification or resolution of the applicable restriction. Emani shall, where legally and operationally permissible, notify the Buyer of the general nature of the outstanding requirement and provide a reasonable means of satisfying it. No restriction shall continue for longer than is reasonably necessary for the lawful purpose for which it was imposed.

21.9 Notwithstanding the foregoing provisions, Emani may process a refund through the original payment method or another lawful payment route where such method is required by Applicable Law, a court or regulatory authority, the Payment Partner’s mandatory rules or the protection of a non-excludable statutory right. Nothing in this Clause shall be construed as permitting Emani to withhold a legitimate refund indefinitely or to exclude, restrict or diminish any right or remedy which may not lawfully be excluded, restricted or diminished.

21.10 Processing times depend upon the Payment Partner, issuing bank, payment rail, verification and Applicable Law. Emani shall initiate an approved refund promptly but does not control the time required for a third-party institution to complete settlement.

21.11 A User shall not initiate a knowingly false or duplicative chargeback. Emani may contest a chargeback with relevant evidence, restrict affected funds and recover an amount lawfully due, without prejudice to a genuine statutory or scheme-based chargeback right.

PART D - DELIVERY, CANCELLATION, RETURNS AND DISPUTES

22. DELIVERY AND PASSING OF RISK

22.1 The Vendor shall dispatch and deliver the goods in accordance with the commitment accepted for the Order, notwithstanding that Emani may facilitate access to a delivery provider. Unless expressly stated otherwise, a delivery provider is an independent contractor and may be subject to separate terms.

22.2 The Vendor shall provide the goods and accurate delivery information to the carrier in a timely manner. The Buyer shall provide a complete address, safe access and an available authorised recipient.

22.3 An additional charge arising from incorrect information or repeated failed delivery may be imposed only if it was fairly disclosed, is reasonable, reflects the relevant cost and is permitted by Applicable Law.

22.4 Title and risk shall pass in accordance with Applicable Law and the terms of the Order. A delivery scan or code may establish delivery for SafeCheckout administration but shall not of itself establish conformity with the description, statutory quality or fitness obligations.

23. CANCELLATION

23.1 Before Vendor acceptance, a Buyer may request cancellation where the Platform permits. After acceptance, cancellation shall be governed by the status of fulfilment, the nature of the goods or services, work already performed, delivery commitments and Applicable Law.

23.2 A Vendor may cancel only for a legitimate reason, including genuine unavailability, an evident error, failed verification or unlawful fulfilment. A Vendor shall not cancel to evade a consumer remedy, discriminate unlawfully or demand a higher price.

23.3 A cancellation charge shall be enforceable only to the extent that it is fair, reasonable, disclosed where required, reflects work or cost properly incurred and is permitted by Applicable Law. No charge shall be imposed where cancellation results from Emani's or the Vendor's material breach or where Applicable Law requires a full refund.

24. STATUTORY CONSUMER RIGHTS

24.1 Nothing in these Terms shall exclude, restrict or diminish any non-excludable right, guarantee, warranty or remedy available to a Buyer under the FCCPA or other Applicable Law.

24.2 Without limitation, applicable rights may include the right to material information expressed in an understandable manner; disclosure of the used, refurbished or reconditioned status of goods; goods which are of good quality, reasonably durable, fit for purpose, safe, free from undisclosed defects and compliant with their description or sample; and repair, replacement, refund or other remedies prescribed by law.

24.3 The Review Period, a Vendor policy, a Platform rule, delivery confirmation, Account closure or release of Held Funds shall not extinguish a statutory claim which survives as a matter of Applicable Law.

24.4 Where a valid statutory claim arises after release of Held Funds, Emani may facilitate communication, preserve available records and take any step contractually and lawfully available to support enforcement; provided that the Vendor remains primarily responsible for the substantive remedy and Emani does not warrant recovery of money no longer held.

25. RETURNS

25.1 Where return is required, the applicable instructions shall specify the item, condition, method, deadline, destination, tracking requirement and allocation of cost and risk.

25.2 Where goods are defective, unsafe, materially misdescribed or otherwise subject to a statutory remedy requiring return at the supplier's risk or expense, the Vendor shall bear the reasonable return cost and risk to the extent required by Applicable Law.

25.3 The Buyer shall take reasonable care of the goods and return all relevant components, subject to ordinary inspection and any use reasonably necessary to identify the defect or non-conformity.

25.4 Any restriction applicable to perishable, personalised, hygiene-sensitive or digital goods shall apply only where lawful, fairly disclosed before purchase and not inconsistent with a remedy for defect, danger, misdescription or non-supply.

26. COMMENCEMENT OF A SAFECHECKOUT DISPUTE

26.1 A Buyer seeking to prevent release of Held Funds shall submit an eligible Dispute through the prescribed Platform process before expiry of the Review Period.

26.2 A Dispute may be eligible where goods were not delivered, were delivered damaged, were materially different from the listing, were defective, were supplied without authority or where another material Order failure occurred.

26.3 The claimant shall provide truthful, relevant and complete evidence reasonably available, which may include the listing, communications, payment record, delivery information, photographs, video, return evidence or an expert report. No person shall submit passwords, complete payment-card information, unrelated identity documents or Personal Data unnecessary for determination.

26.4 A Dispute submitted after release of Held Funds may be declined from the expedited SafeCheckout process where the relevant funds are no longer restricted. Such refusal shall not extinguish a statutory right or prevent a complaint to the Vendor, Payment Partner, regulator or court.

27. DISPUTE PROCEDURE

27.1 Upon receipt of an eligible Dispute, Emani may verify the Order and applicable eligibility requirements, request further information, preserve relevant records and maintain restriction of the affected Held Funds.

27.2 Each materially affected party shall be afforded a reasonable opportunity to respond and provide evidence. Unless urgency, fraud, safety or another objective circumstance requires a different period, Emani shall ordinarily allow not less than twenty-four hours for a substantive response and may grant a reasonable extension.

27.3 The parties may agree a lawful settlement at any time. In the absence of settlement, an authorised Emani reviewer shall assess the relevant original evidence and make a reasoned determination solely for the administration of the affected Held Funds.

27.4 Artificial-intelligence tools may assist in classification, chronology or summarisation but shall not make the final determination. The authorised reviewer shall consider the relevant original evidence and remain responsible for the decision.

27.5 Emani shall endeavour to resolve a straightforward Dispute within forty-eight hours after receiving the information reasonably required from both parties. Complex matters, technical inspections, delivery investigations, fraud concerns, regulatory enquiries or legal requests may require additional time, in which event Emani shall provide reasonable status updates.

27.6 Where a party fails to respond, Emani may determine the matter upon the available evidence; provided that non-response shall not automatically be treated as conclusive proof of the other party's allegations.

28. DISPUTE DETERMINATIONS AND REMEDIES

28.1 For the limited purpose of administering affected Held Funds, Emani may determine that the funds be released to the Vendor, refunded to the Buyer, allocated in lawful proportions, maintained under temporary restriction, or dealt with following return, repair, replacement, redelivery or another agreed or lawful step.

28.2 A partial allocation shall not be used to defeat or reduce a non-excludable statutory remedy. A decision shall, where reasonably practicable, identify the material issue, evidence considered, findings, fund allocation, return obligation, applicable deadline and review route.

28.3 Subject to Clause 29, Emani's decision shall be final solely as an instruction for administering funds then held under SafeCheckout. It shall not constitute a final judicial determination of all contractual, tortious, statutory or other legal rights and shall not preclude a regulatory complaint, chargeback right or claim before a court of competent jurisdiction.

29. INTERNAL REVIEW OF A DISPUTE DETERMINATION

29.1 A party may request an internal review within forty-eight hours after notification of a decision where the party establishes a prima facie case of:

  • an obvious factual, clerical or calculation error;
  • relevant evidence which could not reasonably have been provided earlier;
  • mistaken identity or attribution to the wrong Order;
  • a material technical failure;
  • material procedural unfairness or conflict of interest; or
  • credible fraud affecting the decision.

29.2 The request shall identify the specific ground and provide supporting material. Review is not a rehearing merely because a party disagrees with the outcome.

29.3 Where reasonably practicable, a different authorised reviewer shall determine the request. Emani may maintain restriction of the affected Held Funds pending timely review and shall notify the parties of the review outcome.

PART E - PLATFORM RULES, CONTENT AND INTELLECTUAL PROPERTY

30. PROHIBITED PRODUCTS AND SERVICES

30.1 A User shall not list, sell, purchase, finance, deliver or otherwise use the Platform in relation to any item or service which is unlawful, unsafe, fraudulent, sanctioned, infringing, prohibited by the Payment Partner or prohibited under an Emani policy made available to Users.

30.2 Prohibited categories include counterfeit or stolen goods; weapons, explosives or instruments intended to cause harm; controlled drugs and unlawfully supplied medicines; unsafe or unlawfully supplied food, cosmetics, supplements or medical products; unlawfully supplied age-restricted goods; pornography, sexual exploitation or intimate services; fraudulent documents, stolen credentials or malicious software; unlawful financial products, gambling, pyramid or advance-fee schemes; unlawfully traded wildlife, cultural property, imports or exports; recalled goods; and any substantially similar category designated by Emani acting reasonably.

30.3 Emani may remove a listing, reject or suspend an Order, request documents, restrict funds or report conduct where reasonably necessary. Permission to publish a listing shall not constitute approval of its legality or transfer responsibility from the Vendor.

31. PROHIBITED CONDUCT

31.1 A User shall not:

  • defraud, deceive, harass, threaten, discriminate against or impersonate any person;
  • manipulate delivery confirmation, evidence, reviews, prices, listings or transaction records;
  • launder money, finance unlawful conduct, evade sanctions or conceal proceeds of crime;
  • circumvent fees, verification, limits, restrictions or enforcement through duplicate Accounts or off-platform arrangements;
  • obtain unauthorised access, introduce malicious code, scrape protected data or interfere with Platform operation;
  • submit a false chargeback, complaint, identity record, listing or evidential document;
  • misuse another person's Personal Data or confidential information; or
  • use the Platform in any manner which violates Applicable Law, another person's rights or these Terms.

31.2 Emani's failure to prevent or immediately detect prohibited conduct shall not constitute approval, waiver or assumption of responsibility for that conduct.

32. USER CONTENT AND LICENCE

32.1 As between Emani and the User, the User retains ownership of User Content, subject to rights validly belonging to third parties.

32.2 The User grants to Emani a non-exclusive, worldwide, royalty-free, transferable to service providers and sublicensable licence to host, store, reproduce, format, adapt, transmit, display, moderate and otherwise use User Content solely to operate, secure, promote and improve the Platform, fulfil Orders, provide support, administer image-enhancement requests, resolve Disputes and comply with Applicable Law.

32.3 The licence applicable to a public listing shall continue while the listing is active and thereafter only for the period reasonably required for backups, records, Disputes, enforcement and legal claims. Use of private Dispute evidence shall remain limited to the relevant purpose and the Emani Privacy Policy.

32.4 The User represents and warrants that it owns or has obtained all rights and permissions necessary to submit the User Content and grant the licence in Clause 32.2, and that the User Content and its permitted use shall not infringe any right, violate Applicable Law or mislead another User.

33. EMANI INTELLECTUAL PROPERTY

33.1 All rights, title and interest in the Platform, software, databases, designs, trade names, logos, documentation and materials supplied by or on behalf of Emani are owned by or licensed to Emani and are protected by Applicable Law.

33.2 Except as expressly permitted by these Terms or mandatory law, a User shall not copy, modify, reverse engineer, decompile, frame, scrape, resell, commercially exploit, remove proprietary notices from or create confusingly similar branding or services from Emani materials.

33.3 No licence to use the name, marks or branding of Paga or another third party is granted by these Terms.

33.4 A notice alleging intellectual-property infringement may be submitted to legal@emani.app and shall identify the protected work, the disputed material, the complainant's authority, contact details and a good-faith basis for the allegation.

34. ARTIFICIAL INTELLIGENCE

34.1 Emani may make available optional artificial-intelligence functions for product images or use machine-assisted tools to classify, organise or summarise support and Dispute material.

34.2 Artificial-intelligence output may be incomplete or inaccurate. The Vendor shall review any enhanced image and remains responsible for ensuring that a listing is accurate and not misleading. A human reviewer shall make a Dispute determination by reference to relevant original evidence.

34.3 Processing of Personal Data in connection with artificial-intelligence functionality shall be governed by the Emani Privacy Policy and Applicable Law.

PART F - INVESTIGATION, SUSPENSION AND TERMINATION

35. INVESTIGATION AND PROTECTIVE MEASURES

35.1 Emani may investigate suspected fraud, illegality, safety risk, unauthorised access, prohibited goods, payment abuse or material breach and may request information, preserve records, remove content, limit functionality, suspend an Order or maintain a proportionate restriction over related funds.

35.2 Any protective measure shall, so far as reasonably practicable, be proportionate to the identified risk. Where legally and operationally permissible, Emani shall provide notice of the general reason and a reasonable means of submitting relevant information.

35.3 Emani may act without prior notice where delay could reasonably cause harm, facilitate fraud, prejudice another User, violate Applicable Law, compromise security or interfere with an investigation.

36. SUSPENSION OR TERMINATION BY EMANI

36.1 Emani may suspend, restrict or terminate an Account or Service for a material or repeated breach, fraud, unlawful conduct, safety risk, failure to complete required verification, non-payment of an amount lawfully due, sanctions restriction, Payment Partner instruction or legal requirement.

36.2 Where a breach is capable of remedy and does not present an urgent risk, Emani may provide notice and a reasonable opportunity to cure. Fraud, illegality, serious security threats or material risk to another person may justify immediate action.

36.3 A User may request internal review through legal@emani.app. Emani may withhold information where disclosure would prejudice security, another person's rights, an investigation, a regulatory obligation or Applicable Law.

36.4 Suspension or termination shall not extinguish accrued rights, lawful debts, open Orders, refunds, returns, Disputes, chargebacks, payout obligations or any provision intended to survive termination.

37. CLOSURE BY THE USER

37.1 A User may request closure of an Account, subject to completion or lawful cancellation of outstanding Orders, Disputes, returns, chargebacks, payouts, verification and legal obligations.

37.2 Following closure, legitimate monetary funds shall be handled through an approved payment method subject to verification and lawful restrictions; open or recently completed Orders may continue to be administered; and records may be retained in accordance with the Emani Privacy Policy and Applicable Law.

37.3 No legitimate monetary balance shall be forfeited merely because an Account is suspended, inactive or closed.

PART G - RESPONSIBILITY, INDEMNITY AND LIABILITY

38. VENDOR RESPONSIBILITY AND INDEMNITY

38.1 The Vendor shall remain solely responsible for its listings, goods, services, taxes, delivery obligations, warranties, statutory consumer remedies, use of Buyer information and compliance with Applicable Law.

38.2 Subject to Applicable Law, the Vendor shall indemnify and keep indemnified Emani, its affiliates, officers, employees and service providers against third-party claims, regulatory costs, losses, liabilities and reasonable expenses arising from the Vendor's unlawful product, infringement, tax breach, misleading listing, misuse of Buyer information or material breach of these Terms.

38.3 Emani shall give reasonable notice of an indemnified claim and permit the Vendor to participate in its defence, provided that Emani may retain control where Emani is subject to an independent legal, regulatory or reputational obligation.

38.4 The indemnity shall not apply to the extent that loss was caused by Emani's fraud, wilful misconduct, gross negligence or breach of a non-excludable duty.

39. EMANI'S RESPONSIBILITY

39.1 Emani shall exercise reasonable care and skill in supplying the Platform, administering SafeCheckout, transmitting payment instructions, securing Accounts and conducting the Dispute process described in these Terms.

39.2 Emani shall not be responsible for the inherent quality, safety, legality or conformity of an item supplied independently by a Vendor, or for independent conduct of a User; provided that this exclusion shall not excuse Emani from responsibility for Emani's own negligence, incorrect instruction, security failure, representation or breach of Applicable Law.

39.3 Where funds are incorrectly released or transferred by reason of Emani's verified error, Emani shall take reasonable and prompt steps to correct the instruction, seek recovery where practicable and provide any remedy required by Applicable Law and the applicable payment arrangement.

40. LIMITATION OF LIABILITY

40.1 To the fullest extent permitted by Applicable Law, Emani shall be liable only for loss which is reasonably foreseeable and directly caused by Emani's breach of these Terms or failure to exercise reasonable care and skill.

40.2 Emani shall not be liable for loss caused by a Vendor's goods, services or conduct; information supplied by a User; a User's breach; an unauthorised act which Emani could not reasonably have prevented; or an external banking, communications, delivery or infrastructure interruption outside Emani's reasonable control.

40.3 In relation to a User acting wholly or mainly for business purposes, Emani shall not be liable for indirect or consequential loss, loss of profit, revenue, business, opportunity, goodwill or anticipated savings, except to the extent such limitation is prohibited by Applicable Law.

40.4 Each party shall take reasonable steps to avoid or mitigate loss. No party shall recover more than once in respect of the same loss.

40.5 Nothing in these Terms shall limit or exclude liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, breach of non-excludable consumer rights, unlawful Processing of Personal Data or any liability which Applicable Law does not permit to be limited or excluded.

40.6 Each exclusion, allocation of risk, indemnity and limitation in these Terms shall apply only to the extent that it is lawful, fair, reasonably necessary and sufficiently brought to the User's attention as required by Applicable Law.

41. THIRD-PARTY SERVICES

41.1 Payment, identity verification, communications, delivery, hosting, analytics and other services may be supplied by independent third parties under separate terms, privacy notices and regulatory obligations.

41.2 Emani shall not be liable for an independent third party's breach merely because the service is integrated with the Platform; provided that Emani shall remain responsible for selecting and managing service providers with reasonable care and for any obligation which Applicable Law imposes upon Emani.

41.3 A link to, integration with or identification of a third party shall not constitute an endorsement, warranty or assumption of responsibility for that third party's independent goods or services.

42. EVENTS BEYOND REASONABLE CONTROL

42.1 Neither party shall be liable for delay or failure caused by an event beyond its reasonable control, including a major network or payment-system outage, natural disaster, epidemic, civil disorder, governmental action, widespread banking failure or labour disruption, provided that the affected party takes reasonable steps to mitigate the effect and resumes performance when reasonably practicable.

42.2 Clause 42.1 shall not permit Emani or a Vendor to retain money indefinitely. Legitimate funds shall be returned, released or otherwise dealt with as soon as the applicable restriction is resolved and the payment system permits.

PART H - COMPLAINTS, LEGAL DISPUTES AND MISCELLANEOUS

43. COMPLAINTS

43.1 A SafeCheckout Dispute concerns an Order issue between a Buyer and a Vendor. A complaint concerning Emani's own Service, an Account restriction, a Service Fee, privacy, payment instruction or payout shall be submitted to support@emani.app or legal@emani.app.

43.2 The complainant should provide the Account contact, Order reference, material facts, relevant dates, desired resolution and supporting documents. Emani shall acknowledge, investigate and provide a substantive response within a reasonable period or such period as Applicable Law requires.

43.3 A payment-service complaint may be referred to or coordinated with Paga under its applicable regulatory complaint process.

43.4 Without prejudice to any contractual remedy, an unresolved complainant may have the right to complain to the Federal Competition and Consumer Protection Commission in respect of consumer matters, the Central Bank of Nigeria or Paga's designated channel in respect of regulated payment matters, the Nigeria Data Protection Commission in respect of Personal Data, or another competent authority.

44. GOVERNING LAW AND JURISDICTION

44.1 These Terms and any non-contractual obligation or dispute arising out of or in connection with them shall be governed by the laws of the Federal Republic of Nigeria.

44.2 The parties shall first use any applicable internal complaint or Dispute procedure in good faith. If the matter remains unresolved, the courts of competent jurisdiction in Nigeria shall have jurisdiction, subject to any mandatory consumer, regulatory or alternative dispute mechanism prescribed by Applicable Law.

44.3 Nothing in this Clause 44 shall prevent a person from seeking urgent interim relief, making a lawful complaint to a regulator or exercising a right which cannot be made conditional upon prior use of an internal procedure.

45. AMENDMENT OF THESE TERMS

45.1 Emani may amend these Terms prospectively to reflect changes in Applicable Law, regulatory requirements, the Payment Partner arrangement, the Platform, risk controls or the Services.

45.2 Emani shall give reasonable advance notice of a material amendment through email, the Platform or another appropriate channel. Where required by Applicable Law, or where an amendment materially affects fees, access to money, the Review Period, refund methods, liability or Dispute rights, Emani may require express acceptance.

45.3 An amendment shall not ordinarily alter an Order already concluded unless required by Applicable Law, accepted by the affected parties or reasonably necessary to address fraud, security or an urgent regulatory requirement.

45.4 The version in effect when an Order is placed shall ordinarily govern that Order. The effective date and version number shall appear at the beginning of these Terms.

46. ORDER OF PRECEDENCE

46.1 In the event of inconsistency, the following order of precedence shall apply:

  • mandatory Applicable Law and non-excludable rights;
  • specific Order information expressly displayed and accepted at checkout;
  • these Terms;
  • the SafeCheckout Dispute Rules, Vendor Standards, Prohibited Products Policy and Refund and Returns Policy; and
  • a Vendor's additional policy.

46.2 A document of lower precedence shall not remove or reduce a right or obligation contained in a document of higher precedence. A specific written settlement validly concluded for a Dispute shall govern that Dispute to the extent lawful.

47. ASSIGNMENT AND TRANSFER

47.1 You shall not assign, transfer, charge, subcontract or otherwise dispose of an Account, these Terms or any right under them without Emani's prior written consent.

47.2 Emani may assign or transfer these Terms to an affiliate or successor in connection with a bona fide reorganisation, financing, merger, acquisition or sale of business or assets, provided that such transfer does not unlawfully reduce User rights. Notice shall be given where required by Applicable Law.

48. WAIVER, SEVERABILITY AND CUMULATIVE REMEDIES

48.1 A failure or delay in exercising a right shall not constitute a waiver, and a single or partial exercise shall not preclude any further exercise. A waiver shall be effective only if made in writing by the party granting it.

48.2 If a provision is found unlawful, invalid or unenforceable, it shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in force unless the agreement cannot lawfully or substantially operate without the affected provision.

48.3 Except where these Terms expressly provide otherwise, rights and remedies are cumulative and do not exclude rights or remedies provided by Applicable Law.

49. ENTIRE AGREEMENT AND RELIANCE

49.1 Subject to Clause 46, these Terms, specific Order information and policies expressly incorporated by reference constitute the entire agreement between Emani and the User concerning the Platform and supersede prior statements, proposals and understandings relating to the same subject matter.

49.2 Nothing in Clause 49.1 shall exclude liability for fraud, fraudulent misrepresentation or any representation or obligation which Applicable Law does not permit to be excluded.

49.3 Each party acknowledges that it has had the opportunity to review these Terms and, where appropriate, obtain independent advice before acceptance.

50. CONTACT DETAILS

Contracting Entity: Emani Technologies Limited, trading as Emani

Registration Number: RC 7231120

Registered or Principal Address: No. 2 Osholake Street, T.M. Meadows Estate, Ebute Metta, Lagos State, Nigeria

Legal: legal@emani.app

Privacy: privacy@emani.app

Orders and Support: support@emani.app

Questions about this document? Email legal@emani.app. For anything to do with an order, support@emani.app will get you a person faster.