Terms of Service

1. Parties & acceptance

These Terms of Service (the "Terms") form a binding agreement between Jaratrade Ltd, a company incorporated in England & Wales ("Jaratrade", "we", "us", "our") and you ("you", "your"), being the natural person or legal entity accessing or using the Jaratrade marketplace at jaratrade.com (the "Platform").

By creating an account, posting a listing, placing an order or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, the Cookie Policy, and any role-specific addenda referenced below. If you do not agree, you must not use the Platform.

If you accept these Terms on behalf of a company, partnership, or other entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

2. Definitions

• Buyer / Importer: a user who places orders to purchase Goods through the Platform.
• Seller / Exporter: a verified user who lists Goods for sale on the Platform.
• Goods: the products listed and offered for sale by Sellers on the Platform.
• Listing: any product description, price, photograph, specification or other content posted by a Seller offering Goods for sale.
• Order: a binding offer to purchase Goods placed by a Buyer that has been accepted by the Seller.
• Escrow Funds: Buyer payments held by our payment partner (Flutterwave) pending delivery confirmation.
• Commission: the percentage fee Jaratrade deducts from each completed transaction (currently 2% on Free Tier, 1.5% on Premium Tier).
• KYC: "Know Your Customer" - the verification checks performed on Sellers (and high-volume Buyers) before they may transact on the Platform.

3. Eligibility & account registration

3.1 Personal eligibility

To register, you must be at least 18 years old, have the legal capacity to enter into a binding contract under the laws of the jurisdiction in which you reside, and not be located in, ordinarily resident in, or organised under the laws of any country subject to comprehensive UK or UN sanctions.

3.2 Business eligibility (Sellers)

Seller accounts additionally require:

• Active registration with the Corporate Affairs Commission of Nigeria (CAC) (sole proprietorship or limited liability accepted);
• A valid director-level government-issued ID (NIN, Nigerian passport, driver's licence);
• An operational bank account in the registered business name;
• A verifiable physical operating address; and
• Satisfactory completion of our KYC process (see Section 8).

3.3 Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us at admin@jaratrade.com within twenty-four (24) hours of becoming aware of any unauthorised use or suspected compromise of your account. We may reset your password, suspend your account, or require additional verification (including 2FA) in response to a suspected security incident, at our reasonable discretion.

4. The marketplace

4.1 Nature of the service

Jaratrade operates an online marketplace that connects independent Buyers and Sellers. Jaratrade is not the seller of the Goods. The contract for the sale of any Goods is concluded directly between the Buyer and the Seller listed on the relevant Order. Jaratrade is a party to the contract only in respect of its platform, escrow, dispute, and payment-facilitation services.

4.2 Seller representations

Sellers represent and warrant that, for each Listing they post:

• They have good title to the Goods, free of liens or third-party claims;
• The Goods conform to the description, photographs, MOQ, weight and specifications stated in the Listing;
• The Goods can be lawfully imported into the United Kingdom (and other jurisdictions where the Listing is visible);
• The Goods comply with applicable food-safety, labelling, cosmetic, and product-safety regulations;
• Stock counts and inventory dates are accurate at time of listing and are confirmed at least weekly.

4.3 Buyer obligations

Buyers warrant that:

• They have the legal authority and financial capacity to enter into the Order;
• They will provide accurate shipping, billing, and customs information;
• They will pay all duties, taxes, and import charges due in their jurisdiction unless those are explicitly included in a DDP (Delivered Duty Paid) shipment selected at checkout;
• They will inspect the Goods upon receipt and raise any dispute within the seven (7) day window described in Section 9.

5. Orders, pricing & payment

5.1 Order formation

A Listing is an invitation to treat, not an offer. An Order placed by a Buyer is a binding offer to purchase. The contract of sale forms when the Seller (or, on the Seller's behalf, Jaratrade) accepts the Order and successful payment has cleared into escrow.

5.2 Pricing & currency

Prices are displayed in the currency stated on each Listing (typically NGN or GBP). Currency conversion (where applicable) is calculated at the wholesale interbank rate plus a published margin and is displayed before the Buyer confirms payment.

5.3 Payment processing

All payments are processed through our payment partner, Flutterwave (Flutterwave Payments Technology Solutions Limited and its affiliates), which is regulated where applicable and certified as PCI DSS Level 1. Jaratrade does not store full payment card numbers; we retain only the transaction reference, the last four digits, and (where the Buyer has consented) a tokenised card identifier for the purpose of automatic subscription renewal.

5.4 Escrow & release

Buyer payments are split at the moment of payment by Flutterwave between (a) a Seller-specific Flutterwave subaccount that holds the Seller's share in escrow, and (b) Jaratrade's commission account. The Seller's share remains in escrow until one of the following triggers occurs:

1. Buyer confirmation:the Buyer presses "Confirm receipt" on the Order page. The Seller's payout is released by our next nightly disbursement run, typically within twenty-four (24) hours;
2. Dispute-window expiry:seven (7) calendar days have elapsed since the Seller marked the Order as delivered and no dispute has been raised. The Seller's payout is then released automatically by our nightly process;
3. Dispute resolution: a dispute is resolved under Section 7 and Jaratrade releases funds in accordance with that resolution.

Payouts are dispatched to the Seller's nominated Nigerian bank account via Flutterwave's Transfers service. Funds at all times remain with our regulated payment partner; they never enter Jaratrade's operating bank balance. The Seller receives a payout reference for each disbursement.

Pressing "Confirm receipt" is final. Once you confirm receipt you waive the 1-day dispute window and the Seller is paid on the next nightly run. If you have any concern about the Order - damage, missing items, late delivery - raise a dispute first (see Section 7) instead of confirming receipt.

5.5 Commission & fees

Jaratrade charges a transaction Commission, currently 2% on the Free Tier and 1.5% on the Premium Tier. The prevailing rate is administered by Jaratrade and is displayed on every Order at checkout, so you always see the exact rate that will apply before you pay. We may from time to time vary the Commission on at least thirty (30) days' written notice. We reserve the right to introduce additional fees (for example, withdrawal fees or expedited-verification fees) on the same notice period. No listing fees, no setup fees, and no monthly minimums apply to the Free Tier.

6. Shipping & risk

6.1 Shipping arrangement

Shipping is either (a) arranged by the Seller using a freight forwarder of their choice ("Self-Ship"), or (b) arranged through a Jaratrade-vetted logistics partner selected at checkout. In case (b), the displayed quoted price covers freight, applicable customs duty and last- mile delivery (Incoterm 2020: DDP), unless the Listing specifies a different Incoterm.

6.2 Risk & title

Risk of loss or damage to the Goods passes to the Buyer in accordance with the Incoterm displayed on the Order at checkout. Title to the Goods passes to the Buyer when escrow funds are released to the Seller under Section 5.4.

6.3 Delivery times

Delivery times are estimates only. Jaratrade and the Seller will use reasonable efforts to meet stated timelines but neither is liable for delays caused by customs authorities, force majeure events (Section 14), inaccurate Buyer-provided information, or carrier disruption beyond reasonable control.

7. Disputes & refunds

7.1 Dispute window

A Buyer may raise a dispute within seven (7) calendar days of the Order being marked as delivered by the Seller (or, where delivery confirmation is unavailable, within seven (7) calendar days of the latest tracking event). Disputes raised outside this window will be considered only at Jaratrade's discretion and only on production of new material evidence.

The Buyer will receive an email notification each time the Seller advances the Order status (paid, confirmed, preparing, shipped, delivered) so the dispute window is clearly anchored. A Buyer who presses "Confirm receipt" on the Order page waives the remainder of the dispute window (see Section 5.4); the Buyer should raise any concern beforeconfirming receipt.

7.2 Process

The dispute process has three stages:

1. Open - the Buyer submits a description and (where possible) photographic evidence. The Seller is notified immediately and may respond.
2. In review - a Jaratrade trust & safety analyst reviews the case, usually within one (1) business day.
3. Resolved - one of three outcomes: (a) refund (full or partial), (b) replacement at the Seller's cost, or (c) dismissed with written reasons.

7.3 Refunds

Approved refunds are processed back to the Buyer's original payment method via Flutterwave within five (5) business days. Where Goods are being returned, Jaratrade may withhold refund release until the Seller confirms receipt of the returned Goods in their original condition.

7.4 Finality

Jaratrade's decision on a dispute is final and binding for the purposes of platform escrow release. The parties retain whatever statutory or common-law rights of action they may have against each other outside the platform.

8. KYC & verification

8.1 Information required

Sellers and high-volume Buyers must provide, on request, information and documentation necessary for Jaratrade to comply with applicable anti-money-laundering, counter-terrorism-financing, sanctions, and consumer-protection laws. This may include corporate registration documents, beneficial-ownership disclosures, government-issued photographic ID, proof of address, bank statements and tax identification numbers.

8.2 Ongoing diligence

We may from time to time refresh our KYC records on a user. Failure to respond to a refresh request within fourteen (14) days may result in account restriction (including suspension of Listings) until the request is satisfied.

8.3 Verified badge

Sellers who have successfully completed KYC and remain in good standing are entitled to display the "Verified" badge on their profile and listings. The badge is granted by Jaratrade in its sole discretion and may be withdrawn (with reasons) at any time.

9. Acceptable use

You agree that you will not, and will not permit any third party to:

• List, offer or sell Goods that are illegal to import to or export from any jurisdiction in which the Platform operates, including (without limitation) narcotic drugs, prescription pharmaceuticals, firearms, wildlife products restricted under CITES, counterfeit goods, or goods subject to applicable sanctions;
• Misrepresent the origin, composition, weight, expiry date or condition of any Goods;
• Manipulate Listings, search rankings, ratings, or reviews (including by creating multiple accounts, paying for reviews, or coordinating with affiliates);
• Probe, scan, penetration-test, scrape (other than by the Platform's public APIs and within published rate limits), or otherwise interfere with the technical operation of the Platform;
• Use the Platform to launder funds, evade taxes, or facilitate fraud;
• Solicit Jaratrade users off-platform with the purpose of avoiding Commission, or instruct any user to bypass the Platform's payment or escrow system;
• Reverse-engineer, decompile, or otherwise attempt to derive source code from any Jaratrade software except to the extent that applicable law expressly permits.

10. Intellectual property

10.1 Jaratrade IP

The Jaratrade name, logo, designs, source code, and the Platform interface are owned by Jaratrade or its licensors. Nothing in these Terms transfers any intellectual property right in the Platform to you. You may not use the Jaratrade name or logo in advertising, press releases, or marketing materials without our prior written consent.

10.2 Your content

You retain all rights in the content you submit to the Platform (Listings, photographs, descriptions, reviews, messages). You grant Jaratrade a worldwide, royalty-free, non-exclusive, sublicensable licence to host, display, reproduce, modify (for the limited purpose of resizing or transcoding), and distribute that content on the Platform and in marketing materials referring to the Platform, for the duration of your account plus a reasonable archival period.

10.3 Takedown

We will respond to good-faith allegations of intellectual property infringement received at admin@jaratrade.com. Notices must identify the work alleged to be infringed, the allegedly infringing content, contact details of the complainant, and a statement made under penalty of perjury that the complainant has a good-faith belief that the use is not authorised.

11. Limitation of liability

To the maximum extent permitted by applicable law:

• Jaratrade's total aggregate liability to you under or in connection with these Terms (whether in contract, tort, including negligence, statutory duty or otherwise) shall not exceed the greater of (i) the total Commission paid by or attributable to you in the twelve (12) months preceding the event giving rise to liability, and (ii) one hundred pounds sterling (£100);
• Neither party is liable to the other for indirect, consequential, incidental, special or punitive damages, including (without limitation) loss of profit, loss of revenue, loss of goodwill, loss of data, or business interruption, even if advised of the possibility of such damages;
• Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

12. Indemnification

You agree to indemnify, defend and hold harmless Jaratrade, its officers, directors, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) any allegation that content you submitted, or Goods you sold or purchased, infringe a third party's rights; or (d) any dispute between you and another user that we are required to defend or respond to.

13. Suspension & termination

You may close your account at any time from your account settings, subject to completion of any open Orders or disputes. We may suspend or terminate an account, with or without prior notice, where we reasonably believe that you have: (a) breached these Terms; (b) failed KYC or refused a reasonable KYC refresh; (c) presented a risk to other users, the Platform, or our payment partners; or (d) are or have become subject to applicable sanctions. On termination, accrued obligations (including payment, refund, and confidentiality obligations) survive.

14. Force majeure

Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, including (without limitation) acts of God, fire, flood, civil unrest, war, terrorism, government action, currency-control measures, network outages, port or customs disruption, pandemic, or labour disputes. The affected party must notify the other in writing as soon as reasonably practicable and use commercially reasonable efforts to mitigate the impact.

15. Governing law & jurisdiction

These Terms are governed by the laws of England & Wales for users based in the United Kingdom, the European Economic Area, or any other jurisdiction in which Nigerian law does not otherwise apply by virtue of the user's residence or place of business. For users based in Nigeria, the laws of the Federal Republic of Nigeria apply. The parties submit to the non-exclusive jurisdiction of the courts of England & Wales or the High Court of Lagos State (as applicable). Nothing in this clause prevents Jaratrade from seeking interim or injunctive relief in any court of competent jurisdiction.

16. Changes to these Terms

We may amend these Terms from time to time. Material changes will be notified to you by email and via a dashboard banner at least fourteen (14) days before the change takes effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not accept a change, you may close your account at any time before the effective date.

17. Miscellaneous

• Entire agreement. These Terms, together with the documents referenced in Section 1, constitute the entire agreement between you and Jaratrade relating to the Platform and supersede any prior agreements or understandings.
• Severability. If any provision is held to be unenforceable, the remaining provisions shall continue in full force.
• Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Notices. Notices to Jaratrade must be sent to admin@jaratrade.com. Notices to you will be sent to the email address on your account.
• Language. These Terms are written in English. Translations are provided for convenience; in case of conflict, the English version controls.

18. Contact

Questions about these Terms? Email admin@jaratrade.com or visit the contact page.