ShopDesk Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the ShopDesk websites, mobile applications, shop owner portal, delivery partner application, and any related services (collectively, the “Service”), operated by ShopDesk(“ShopDesk”, “we”, “us” or “our”).

By creating an account, listing a shop, accepting delivery jobs, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must stop using the Service.

ShopDesk operates a hyperlocal commerce marketplace that allows independent shops to list products and accept orders from customers, and that may also connect orders with delivery partners.

ShopDesk provides the technology and tools that allow these transactions to take place; we facilitate, but we do not sell.

To use the Service you must:

• Be at least the age of majority in your country, and in any event at least 16 years old.
• Have full legal capacity to enter into a binding contract.
• Not be barred from receiving the Service under the laws of your country or any other applicable jurisdiction.
• For shops: be a legally registered business or sole trader entitled to sell the goods you list, with all required licences and tax registrations.
• For delivery partners: be authorised to provide delivery services and to operate any vehicle used, with valid licences and insurance.

You are responsible for everything that happens under your account. Keep your password and one-time codes confidential, use a strong password, and notify us immediately at trust@shopdesk.online if you suspect any unauthorised access.

You must provide accurate and up-to-date information when registering and when updating your account, and you must not impersonate any other person or entity.

If you use the Service as a customer, you agree to:

• Use the Service only for lawful, personal or business purchasing purposes.
• Provide accurate delivery and contact information so that orders can be fulfilled.
• Pay for orders you place using the payment methods made available on the Service.
• Receive deliveries from delivery partners with courtesy and without endangering anyone.
• Use chat, reviews and other content features in good faith — no abuse, harassment, hate speech, defamation, or unlawful content.
• Not use the Service to commit fraud, launder money, or perform any other unlawful act.

Independent contract with the shop. When you place an order, you enter into a sale contract directly with the shop. The shop is responsible for the product, its quality, its packaging, and (when self-delivered) the delivery. ShopDesk facilitates the order but is not a party to that sale contract.

If you operate a shop on ShopDesk, you agree to the following at all times.

A. Listings and pricing.

• Provide accurate product information, prices, descriptions, images, attributes, stock levels, and applicable taxes.
• Honour the price and any promotions shown to the customer at the moment the order is placed.
• Keep stock counts up to date so that customers do not pay for items you cannot supply.
• Not engage in misleading advertising or unfair commercial practices.

B. Quality and fulfilment — the shop is responsible.

• Prepare and package goods in a way that protects them in transit and meets all applicable hygiene, food-safety and product-safety standards.
• Dispatch each order within the time displayed on your shop, or update the customer promptly if a delay occurs.
• If you provide your own delivery, ensure the delivery is safe, timely and complies with traffic, road safety and any other applicable laws.
• Handle returns, complaints, replacements and refunds in line with applicable consumer protection law and the policy you display on your shop page.
• Maintain all licences, permits, registrations and insurance required to sell your products in your country.

C. Compliance with law.

• Comply with all applicable laws, including consumer protection, food safety, weights and measures, tax, electronic communications, advertising and intellectual property law.
• Charge and remit all applicable taxes correctly. ShopDesk does not assume any tax obligation on your behalf except where local law strictly requires us to do so.
• Verify the age of buyers where the law requires it (for example, age-restricted goods where their sale is permitted at all).

D. Customer data.

You receive customer information only to fulfil and support the order. You must process that information lawfully, securely, and only for the purposes set out in our Privacy Policy. You must not contact customers for unsolicited marketing or sell customer data.

Without limiting the above, shops are prohibited from listing or selling:

• Illegal drugs, narcotics and controlled substances, including their precursors and paraphernalia where regulated.
• Prescription medicines, medical devices, or other regulated health products without all licences and authorisations required in the country of operation.
• Firearms, ammunition, explosives, fireworks, weapons or weapon parts — including replicas where prohibited by local law.
• Counterfeit, replica, infringing or stolen goods of any kind, including items that infringe trademarks, copyrights, patents or other intellectual property rights.
• Endangered or protected wildlife, plants, ivory, or any product whose trade is restricted under conservation law.
• Human organs, blood, tissues or remains.
• Hazardous, toxic, radioactive or restricted chemical materials.
• Alcohol, tobacco, nicotine, e-cigarettes or vaping products where their sale is not permitted on the platform or where age verification cannot be ensured.
• Sexual or adult services, pornography, or any product depicting child sexual abuse material — strictly prohibited at all times.
• Live animals, except where lawful and where the shop is appropriately licensed.
• Currency, financial instruments, lottery tickets, gambling services, or any item whose trade is reserved for licensed institutions.
• Government documents, identification documents, uniforms, badges, or insignia that may be used to impersonate an authority.
• Items subject to sanctions, export controls, or trade restrictions applicable to ShopDesk or the buyer.
• Any other item that is illegal, unsafe, deceptive, or that ShopDesk reasonably considers to be inconsistent with the safe and lawful operation of the Service.

This list is illustrative, not exhaustive. Shops are responsible for knowing and complying with the law that applies to every product they list. If you are unsure whether you may list an item, do not list it.

Reporting. Anyone may report a suspected restricted listing to trust@shopdesk.online. We investigate every report and reserve the right to remove listings, suspend or terminate shops, and report to authorities where appropriate.

If you provide delivery services through ShopDesk, you agree to:

• Operate as an independent contractor. ShopDesk is not your employer.
• Hold all licences, permits and insurance required to operate your vehicle and to provide delivery services in your country.
• Drive and deliver safely, following all applicable traffic, road safety and public health rules.
• Handle goods with care and respect customers and shop staff at all times.
• Not tamper with, open, consume or substitute the contents of any order.
• Refuse and report any pickup that appears to involve a restricted or unlawful item.
• Use the in-app navigation and status updates honestly, so customers can rely on the information shown.

Payments are processed by independent payment partners (for example, Hubtel and Paystack) selected by ShopDesk for each country. Available payment methods, settlement timelines and any payment-processor fees are governed by the respective payment partner’s terms.

ShopDesk charges shops a commission and may charge other platform fees, shown in the shop owner portal. ShopDesk may change its fees by giving shops reasonable advance notice.

Refunds are processed by the shop in accordance with its refund policy and applicable consumer law. ShopDesk facilitates the refund through the payment partner but is not a party to the underlying sale contract.

You retain ownership of the content you submit to the Service (such as product listings, photos, reviews and messages), but you grant ShopDesk a worldwide, royalty-free, non-exclusive licence to host, display, reproduce and adapt that content as needed to operate, promote and improve the Service.

You are responsible for your content and must not submit anything that:

• Infringes any third-party rights.
• Is unlawful, defamatory, obscene, hateful, harassing or misleading.
• Promotes any restricted or prohibited item or activity.
• Contains malware or attempts to interfere with the Service.

You must not, and must not allow any third party to:

• Use the Service for any unlawful, fraudulent, deceptive or harmful purpose.
• Attempt to access accounts, data or systems that are not yours.
• Reverse engineer, scrape, copy or otherwise misuse the Service or its content, except where expressly permitted by law.
• Disrupt, overload or attack any part of the Service or its infrastructure.
• Use the Service to send spam or unsolicited communications.
• Circumvent any restriction we apply to your account.

We may investigate suspected violations and take any action we reasonably consider appropriate, including warning you, removing content, suspending or terminating your account, and reporting to authorities.

ShopDesk does not warrant that the Service will be uninterrupted, secure or error-free, that defects will be corrected, or that the Service or its servers are free of viruses or harmful components.

To the maximum extent permitted by law, ShopDesk, its officers, directors, employees, agents and licensors shall not be liable for:

• Any product defect, contamination, mis-description, late or non-delivery, damage during delivery, or any other issue arising from a shop or delivery partner — these are the responsibility of the shop and, where applicable, the delivery partner.
• Any criminal, unlawful, fraudulent, abusive or otherwise wrongful act of a shop, a customer, a delivery partner, or any other user of the Service.
• Any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of profits, revenue, goodwill, data or business opportunities.
• Any loss caused by events outside our reasonable control, including failures of payment partners, mobile networks, internet providers, electricity grids, or government action.

Liability cap. Where ShopDesk is found liable notwithstanding the above, our total aggregate liability for all claims arising out of or relating to the Service in any twelve (12) month period shall not exceed the platform fees actually paid by you to ShopDesk during that period, or the equivalent of one hundred United States dollars (USD 100), whichever is greater. Nothing in these Terms limits or excludes liability where it cannot be excluded by law.

You agree to defend, indemnify and hold harmless ShopDesk, its affiliates and their respective officers, directors, employees, agents and licensors from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your breach of these Terms or any applicable law.
• Your products, content, listings or services, including any allegation that they are defective, unsafe, infringing, restricted or unlawful.
• Any tax, levy or duty payable in connection with your activity on the Service.
• Any act or omission of your staff, agents or representatives.
• Any dispute between you and another user of the Service.

We may suspend, restrict or terminate your access to the Service at any time, with or without notice, if we reasonably believe that:

• You have breached these Terms or applicable law.
• Your continued use of the Service poses a risk to other users, to ShopDesk, or to the public.
• You have engaged in fraud, abuse or any other harmful activity.
• Suspension is required by law, regulation or order of a competent authority.

You may stop using the Service and close your account at any time. The sections of these Terms that, by their nature, are intended to survive termination (including liability, indemnification, intellectual property and dispute resolution) will survive.

ShopDesk and our licensors own all rights, title and interest in and to the Service, including the software, designs, logos and trademarks. Nothing in these Terms transfers any of those rights to you. You may not use the ShopDesk name or marks except as expressly permitted in writing.

These Terms are governed by the laws of the country in which the Service is offered to you. For users in Ghana, these Terms are governed by the laws of Ghana, without regard to its conflict-of-law rules.

Any dispute, controversy or claim arising out of or in connection with these Terms or the Service shall be resolved exclusively by the competent courts of Ghana, unless mandatory consumer protection law in your country grants you a different forum that cannot be waived.

Before commencing any formal proceedings, you agree to first contact us at legal@shopdesk.online so that we can try to resolve the matter informally.

We may update these Terms from time to time to reflect changes to the Service, our practices or applicable law. When we make material changes, we will notify you through the Service or by email before the change takes effect. Continued use of the Service after the effective date of the new Terms means that you accept them.

• Entire agreement. These Terms, together with the Privacy Policy and any additional terms that apply to specific features, constitute the entire agreement between you and ShopDesk regarding the Service.
• Severability. If any provision of these Terms is held to be unenforceable, the rest will remain in full force and effect.
• No waiver. Our failure to enforce a right or provision under these Terms is not a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. ShopDesk may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.
• Language. These Terms are made available in English. Where a translation is provided, the English version prevails in the event of a conflict, unless otherwise required by law.

For questions about these Terms, write to us at:

• Legal: legal@shopdesk.online
• Trust & safety: trust@shopdesk.online
• General support: support@shopdesk.online
• Country of operation: Ghana