1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant,” “you,” or “your”) and Cartpo, a product of the iHolda platform (“Cartpo,” “we,” “us,” or “our”). These Terms govern your access to and use of the Cartpo mobile application, the marketing website at cartpo.com, and all related services (collectively, the “Services”).
By creating an account, accessing, or using the Services, you confirm that you are at least eighteen (18) years of age, have the legal capacity and authority to enter into these Terms, and agree to be bound by them. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
2. Description of Services
Cartpo is a merchant-facing mobile commerce platform that provides the following capabilities:
- Mobile Point of Sale (POS): Process in-person sales, calculate change for cash transactions, apply discounts, and generate transaction records.
- Sales Monitoring and Analytics: View real-time and historical summaries of revenue, transaction volume, and product performance.
- Product and Catalog Management: Create, edit, and organise your product catalog with images, descriptions, pricing, and categories.
- Discount and Loyalty Programs: Define rules for discounts based on customer type, order count, and other conditions.
- Social Commerce via iHolda: Connect your shop to the iHolda platform for product visibility, social discovery, and direct purchases by iHolda users.
- Creator Collaboration: Approve or reject collaboration requests from Creators on iHolda, set referral commission structures, and track creator-driven sales.
- Order and Delivery Management: Manage order statuses, coordinate shipping with delivery providers, and track order fulfillment.
The Cartpo website at cartpo.com is informational only. All account creation, business operations, and transactions take place within the Cartpo mobile application.
3. Account Registration and Security
3.1 Registration
To use the Services, you must register an account by providing a valid phone number and verifying it through a one-time passcode (OTP). You must provide accurate, complete, and current information during registration and keep your account details up to date.
3.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials, including your PIN or password. You agree to notify us immediately at support@iholda.com if you suspect any unauthorised access to your account. We are not liable for losses arising from unauthorised use of your account where you have failed to maintain the security of your credentials.
3.3 One Account per Business
Each Cartpo account is associated with a single business entity. You may not create multiple accounts for the same business. We reserve the right to merge or suspend duplicate accounts.
4. Acceptable Use
You agree to use the Services only for lawful purposes. You must not:
- Use the Services to sell prohibited or illegal goods, including counterfeit products, controlled substances, weapons, or items that violate applicable laws in your jurisdiction.
- Engage in fraudulent transactions, including creating fictitious sales, manipulating analytics, or abusing discount and loyalty features.
- Misrepresent your business identity, product descriptions, or pricing in a manner that is deceptive to customers or Creators.
- Interfere with, disrupt, or attempt to gain unauthorised access to the Services, other user accounts, or our infrastructure.
- Reverse-engineer, decompile, disassemble, or create derivative works of the Services or any component thereof.
- Use automated scripts, bots, or scrapers to access or extract data from the Services.
- Upload content that is defamatory, obscene, threatening, or that infringes the intellectual property rights of any third party.
- Facilitate or promote any activity that violates these Terms or applicable law.
We reserve the right to investigate violations and take appropriate action, including suspending or terminating your account.
5. Merchant Obligations
5.1 Compliance with Laws
You are solely responsible for ensuring that your business operations, products, and use of the Services comply with all applicable local, state, national, and international laws and regulations, including tax, consumer protection, food safety (where applicable), and data protection laws.
5.2 Accurate Information
You are responsible for the accuracy and completeness of all information you provide through the Services, including business details, product descriptions, pricing, and transaction records. Cartpo is not responsible for errors, losses, or disputes arising from inaccurate information you provide.
5.3 Customer Relations
As the Merchant, you maintain the direct relationship with your End-Customers. You are responsible for honouring your own return policies, resolving customer complaints, and providing customer support for goods and services sold through Cartpo.
5.4 Tax Obligations
You are solely responsible for calculating, collecting, reporting, and remitting all applicable taxes on transactions you process through Cartpo. Cartpo does not calculate or collect taxes on your behalf and does not provide tax advice.
6. iHolda Integration and Social Commerce
6.1 Connection to iHolda
When you enable the iHolda integration, your business name, product catalog, public shop information, and visibility settings are shared with the iHolda social platform. This allows iHolda users to discover your products, place orders, and interact with your shop.
6.2 Creator Collaborations
Creators on iHolda may request to collaborate with your shop. You have full discretion to approve or reject any collaboration request. When you approve a Creator, you agree to honour the commission structure you set for that collaboration. Commission rates, calculation, and payout mechanics are governed by the settings you configure in the app.
6.3 Content Responsibility
You are responsible for all product listings, images, and promotional content you publish through the Services. While Creators may promote your products on iHolda, you retain responsibility for the accuracy of the underlying product information.
7. Orders and Delivery
7.1 Order Processing
When an order is placed through your shop (whether via the POS or the iHolda platform), you are responsible for fulfilling that order in a timely manner. You must update order statuses accurately to reflect the current state of fulfillment.
7.2 Delivery
If you offer delivery, you may coordinate with third-party delivery providers or use your own delivery capabilities. Cartpo facilitates delivery tracking and status updates within the app but does not directly provide delivery services. You are responsible for ensuring that goods are delivered safely and in accordance with any representations made to the customer.
7.3 Cancellations and Refunds
You are responsible for establishing and communicating your own cancellation and refund policies to End-Customers. Cartpo does not mediate disputes between Merchants and End-Customers but may assist where required by applicable law.
8. Fees and Payments
The current version of Cartpo does not charge Merchants a subscription fee for basic POS and shop management features. We reserve the right to introduce paid plans, transaction fees, or premium features in the future. Before any fee changes take effect, we will provide at least thirty (30) days' advance notice through the app or by email. Your continued use of the Services after the effective date constitutes acceptance of the updated fee structure.
9. Intellectual Property
9.1 Cartpo's Intellectual Property
The Services, including the Cartpo app, website, logos, trademarks, designs, software, and documentation, are owned by or licensed to Cartpo and are protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes.
9.2 Your Content
You retain ownership of the content you upload to the Services, including product images, descriptions, and business information. By uploading content, you grant Cartpo a worldwide, royalty-free, non-exclusive licence to use, display, reproduce, and distribute that content solely for the purpose of providing and promoting the Services (including displaying your products on the iHolda platform when the integration is active).
9.3 Feedback
If you provide suggestions, ideas, or feedback about the Services, we may use that feedback without restriction or compensation to you.
10. Data and Privacy
Our collection and use of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood the Privacy Policy.
11. Disclaimers
The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Cartpo disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
Without limiting the foregoing:
- Cartpo does not guarantee that the Services will be available at all times or that interruptions, delays, or errors will not occur.
- Cartpo does not guarantee the accuracy, completeness, or reliability of any analytics, reports, or calculations generated by the Services.
- Cartpo is not a party to transactions between Merchants and End-Customers and does not guarantee the performance, quality, or legality of goods or services sold through the platform.
- Cartpo does not endorse or verify the identity, reliability, or performance of Creators on the iHolda platform.
12. Limitation of Liability
To the maximum extent permitted by applicable law, Cartpo, its affiliates, directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or related to your use of the Services, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.
Our total aggregate liability for all claims arising out of or related to these Terms or the Services shall not exceed the greater of (a) the total fees paid by you to Cartpo in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred United States dollars (US $100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability shall be limited to the fullest extent permitted by law.
13. Indemnification
You agree to indemnify, defend, and hold harmless Cartpo, its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:
- Your use of the Services.
- Your violation of these Terms.
- Your products, business operations, or interactions with End-Customers.
- Content you upload or publish through the Services.
- Your violation of any applicable law or the rights of any third party.
14. Account Suspension and Termination
14.1 Termination by You
You may close your Cartpo account at any time by contacting us at support@iholda.com. Upon account closure, we will retain your data only as long as necessary to comply with legal obligations, as described in our Privacy Policy.
14.2 Suspension or Termination by Cartpo
We may suspend or terminate your account, with or without notice, if we reasonably believe that:
- You have violated these Terms or our acceptable use policy.
- Your account is being used for fraudulent or illegal activity.
- Continued provision of the Services to you poses a risk to other users, third parties, or our infrastructure.
- It is required by law or a government authority.
Where practicable, we will provide notice and an opportunity to address the issue before terminating your account. Upon termination, your licence to use the Services is immediately revoked.
14.3 Effect of Termination
Termination does not relieve you of obligations incurred prior to termination, including outstanding payments, unfulfilled orders, and indemnification obligations. Sections of these Terms that by their nature should survive termination will survive, including Sections 9, 11, 12, 13, and 16.
15. Modifications to the Services and Terms
15.1 Service Changes
We may modify, update, or discontinue any part of the Services at any time. We will make reasonable efforts to notify you of material changes that affect your use of the Services.
15.2 Terms Updates
We may revise these Terms from time to time. When we make material changes, we will notify you through the Cartpo app, by email, or by posting a prominent notice on our website at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services and close your account.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.
16.2 Informal Resolution
Before initiating any formal proceedings, you agree to contact us at support@iholda.com and attempt to resolve the dispute informally for at least thirty (30) days.
16.3 Binding Arbitration
If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered in accordance with applicable arbitration rules in Nigeria. The arbitration shall be conducted in English. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.4 Class Action Waiver
To the fullest extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action against Cartpo.
17. General Provisions
17.1 Entire Agreement
These Terms, together with the Privacy Policy, constitute the entire agreement between you and Cartpo regarding the Services and supersede all prior agreements and understandings.
17.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
17.3 Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
17.4 Assignment
You may not assign or transfer these Terms or your rights under them without our prior written consent. Cartpo may assign these Terms freely in connection with a merger, acquisition, or sale of assets.
17.5 Force Majeure
Cartpo shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or third-party service disruptions.
17.6 Notices
We may send you notices through the Cartpo app, to the email address or phone number associated with your account, or by posting on our website. Notices to Cartpo should be sent to support@iholda.com.
18. Contact Us
If you have questions or concerns about these Terms, please contact us:
- Email: support@iholda.com
- Website: cartpo.com/contact