GETMARQETOS.COM POLICY
Markets.OS Policies & Agreements
MARKETS.OS MASTER TERMS OF SERVICE
THESE MASTER TERMS OF SERVICE (“TERMS”) CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) AND ANY INDIVIDUAL OR ENTITY (“USER”, “VENDOR”, “MERCHANT”, “BUYER”, OR “YOU”) ACCESSING OR USING THE MARKETS.OS PLATFORM, WEBSITE, STOREFRONTS, APPLICATION PROGRAMMING INTERFACES (APIS), OR ASSOCIATED SERVICES (COLLECTIVELY, THE “SERVICES”).
BY CREATING AN ACCOUNT, ACCESSING THE SERVICES, OR OPERATING A STOREFRONT ON MARKETS.OS, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SERVICES.
1. PLATFORM SCOPE & ARCHITECTURE
1.1 The Service. Markets.OS is a software-as-a-service (SaaS) and e-commerce infrastructure platform operated by Business Solutions Technologies Ltd, enabling registered Vendors to create, host, and manage digital Storefronts, display products or services, and execute commercial transactions with Buyers.
1.2 Independent Contractors. Markets.OS provides technical infrastructure, transaction routing, and escrow management services only. Markets.OS is not a party to any transaction between a Vendor and a Buyer, does not own, store, inspect, or take title to goods sold by Vendors (except as explicitly mandated under applicable statutory consumer protection frameworks), and acts solely as an independent platform host.
2. ELIGIBILITY, ACCOUNT REGISTRATION & PARENTAL CONSENT
2.1 Age & Capacity Requirements.
· General Capacity: You must be at least eighteen (18) years of age, possessing full legal capacity under the laws of the Federal Republic of Nigeria, to independently register an account, operate a Storefront, or execute transactions on Markets.OS.
· Minors (Ages 13–17): Individuals between the ages of thirteen (13) and seventeen (17) may access or use Markets.OS solely under the direct supervision and express consent of a parent or legal guardian. The parent or legal guardian must register the account, accept these Terms on behalf of the minor, and assumes full legal and financial liability for all actions, transactions, liabilities, and obligations incurred by the minor on the platform. Children under thirteen (13) years of age are strictly prohibited from using the Services.
2.2 Account Verification. You agree to provide accurate, current, and complete information during registration and to maintain such data continuously. Markets.OS reserves the right to enforce strict Know Your Customer (KYC) protocols, requiring proof of legal identity, government-issued identification, corporate registration documentation (CAC registration for business entities), and Tax Identification Numbers (TIN) or Bank Verification Numbers (BVN) prior to enabling transaction processing or wallet payouts.
2.3 Credential Security. You are solely responsible for safeguarding your account login credentials, API keys, and multi-factor authentication tools. You accept full liability for all activities, orders, declarations, and financial transactions executed under your account credentials.
3. MONETISATION & COMMISSIONS
3.1 Core Usage. Access to and deployment of standard Markets.OS Storefronts are provided without upfront subscription fees, subject to Section 3.2.
3.2 Transaction Commission. Markets.OS levies a fixed platform commission of one percent (1.0%) (the “Commission”) on the total gross transactional value of every completed order executed through a Vendor’s Storefront. The Commission is automatically calculated and deducted at the point of fund settlement.
3.3 Fee Modifications. Markets.OS reserves the right to modify its fee structure or introduce optional premium operational features upon fourteen (14) calendar days’ advance notice to Vendors delivered via electronic mail, internal account dashboard notification, or platform publication.
4. ESCROW OPERATIONS, WALLET, SETTLEMENT & CHARGEBACKS
4.1 Escrow Framework. All payments remitted by Buyers for goods or services purchased through a Markets.OS Storefront shall be routed directly into a central, segregated escrow framework operated by Business Solutions Technologies Ltd (“Escrow”).
4.2 Standard 24-Hour Settlement Hold. Funds received in Escrow shall remain subject to a mandatory settlement hold of twenty-four (24) hours, commencing immediately upon successful payment execution by the Buyer. Upon the expiration of the 24-hour window provided no formal Dispute (as defined under Section 6) has been lodged, the transaction proceeds (less the 1.0% Commission and applicable payment gateway processing charges) shall be automatically released into the Vendor’s platform digital wallet (“Vendor Wallet”).
4.3 Wallet Payouts. Funds cleared into the Vendor Wallet may be transferred to the Vendor’s verified external bank account via automated payout facilities. All payouts are explicitly subject to third-party banking clearing timelines, operational settlement delays, network processing windows, and applicable third-party banking/payout transaction fees.
4.4 Dispute Freeze. Where a Buyer or Vendor institutes a formal Dispute regarding a transaction prior to the expiration of the 24-hour Escrow period, the total transactional value shall be immediately frozen within Escrow. Frozen funds shall not drop into the Vendor Wallet and shall remain held in Escrow pending final, binding resolution of the dispute under Section 6.
4.5 Chargebacks & Payment Reversals. If a payment service provider, card scheme, or banking institution issues a chargeback, payment reversal, or clawback regarding a transaction, Markets.OS reserves the right to withhold equivalent funds from the Vendor’s Escrow or debit the Vendor Wallet directly.
4.6 GOVERNING ESCROW & ODR FRAMEWORK. Vendor-to-Buyer disputes, fund freezes, Escrow settlement holds, and return workflows are administered under the dedicated Markets.OS Master Escrow, ODR & Return Policy. All platform users agree to abide by automated Tier 1 AI Mediation outcomes and final Tier 2 Administrative Panel verdicts rendered thereunder. Platform-to-Vendor legal controversies remain governed by formal mediation and binding arbitration under Section 6 (Part B) of these Master Terms of Service.
5. VENDOR OBLIGATIONS & ACCEPTABLE USE
5.1 Prohibited Goods. Vendors shall not list, offer, or sell illegal, stolen, counterfeit, infringing, unauthorized, highly regulated, or hazardous goods or services, including but not limited to weapons, narcotics, prescription pharmaceuticals, financial securities, fake academic credentials, adult content, or any items violating Nigerian law or public policy.
5.2 Compliance with Consumer Laws. Vendors explicitly undertake to comply with the Federal Competition and Consumer Protection Act (FCCPA) 2019, ensuring accurate product descriptions, transparent pricing display, fair trading practices, and full compliance with statutory consumer return and warranty rights.
5.3 Tax Obligations. Vendors bear sole legal responsibility for identifying, calculating, collecting, reporting, and remitting all relevant federal, state, and local taxes, including Value Added Tax (VAT) and withholding taxes applicable to sales executed through their Storefronts.
6. DISPUTE RESOLUTION ARCHITECTURE
PART A: VENDOR-TO-BUYER DISPUTES (AUTOMATED & ADMINISTRATIVE ODR)
6.1 AI-Driven Mediation Tier. All disputes, non-delivery claims, quality controversies, or refund demands arising between a Vendor and a Buyer (“Customer Dispute”) must be initially submitted through the Markets.OS Online Dispute Resolution (ODR) engine. Customer Disputes shall first undergo evaluation by the Markets.OS AI Mediation system, which evaluates evidence (logistics tracking, delivery proof, chat records, image submissions) to present an automated settlement proposal within twenty-four (24) hours.
6.2 Admin Escalation Tier. If either party rejects the AI Mediation proposal, or if the AI system fails to yield an agreed resolution within forty-eight (48) hours, the Customer Dispute shall be automatically escalated to the Markets.OS Administrative Dispute Panel.
6.3 Administrative Verdict. The Markets.OS Administrative Panel shall review the dispute submission and issue a binding administrative verdict within seventy-two (72) working hours of escalation. The verdict regarding fund disposition (full refund, partial refund, or payout release) shall be final, binding, and non-appealable within the platform ecosystem.
PART B: PLATFORM-TO-VENDOR DISPUTES (MEDIATION & ARBITRATION)
6.4 Governing Law. These Terms, their construction, validity, and performance shall be governed exclusively by, and construed in accordance with, the laws of the Federal Republic of Nigeria, without giving effect to conflict of law principles.
6.5 Amicable Settlement & Direct Negotiation. In the event of any legal claim, controversy, or dispute arising between a Vendor and Business Solutions Technologies Ltd regarding platform operations, contract interpretation, or service disruption (“Platform Dispute”), the parties shall first attempt to resolve the matter in good faith through direct executive negotiations within fourteen (14) calendar days of written notification.
6.6 Formal Commercial Mediation. If a Platform Dispute remains unresolved following direct negotiations, either party may refer the matter to formal commercial mediation. The parties shall jointly appoint a single neutral mediator. If the parties fail to agree upon a mediator within seven (7) calendar days of referral, the mediator shall be appointed by the Chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch upon the written application of either party. The mediation proceedings shall take place in Lagos, Nigeria, and shall conclude within a maximum period of thirty (30) calendar days from initiation.
6.7 Binding Arbitration. Where a Platform Dispute is not fully settled by formal mediation within thirty (30) calendar days of initiation, the dispute shall be referred to and finally resolved by binding sole-arbitrator arbitration in accordance with the Arbitration and Mediation Act, 2023 (or any statutory modification or re-enactment thereof).
· Appointing Authority: If the parties fail to agree upon a sole arbitrator within ten (10) calendar days following the expiration of the mediation period, the arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch.
· Seat & Venue: The seat and venue of arbitration shall be Lagos, Nigeria.
· Language: The legal language of arbitration shall be English.
· Finality: The arbitral award shall be final, binding upon both parties, and enforceable in any court of competent jurisdiction.
7. LIMITATION OF LIABILITY & INDEMNIFICATION
7.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BUSINESS SOLUTIONS TECHNOLOGIES LTD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
7.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW, IN NO EVENT SHALL BUSINESS SOLUTIONS TECHNOLOGIES LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION). OUR AGGREGATE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY COLLECTED BY MARKETS.OS FROM THE APPLICABLE VENDOR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7.3 Vendor Indemnification. Vendor agrees to defend, indemnify, and hold harmless Business Solutions Technologies Ltd and its officers, directors, employees, and agents against any third-party claims, demands, liabilities, losses, damages, fines, or legal expenses (including reasonable legal fees) arising from: (a) Vendor’s breach of these Terms; (b) product liability or personal injury claims relating to Vendor’s goods; (c) Vendor’s violation of consumer protection or tax laws; or (d) infringement of any third-party intellectual property or data privacy rights.
7.4 Platform Uptime & Service Disruptions. While Markets.OS strives to maintain enterprise-grade platform stability, Business Solutions Technologies Ltd does not guarantee uninterrupted, continuous, or secure access to Storefronts. Downtime due to server maintenance, telecommunication failures, cyberattacks, or third-party service provider outages shall not constitute a breach of these Terms.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Platform Ownership. Business Solutions Technologies Ltd retains all legal title, ownership, copyright, trademarks, trade secrets, and intellectual property rights in and to Markets.OS, including software code, system architectures, database designs, UI/UX interfaces, algorithms, Storefront structures, and platform branding.
8.2 Vendor Content License. Vendors retain ownership of all images, logos, copy, product graphics, and content uploaded to their Storefronts. Vendors grant Markets.OS a worldwide, royalty-free, non-exclusive, sublicensable license to store, host, reproduce, display, adapt, and distribute such content solely for the operational, promotional, and marketing purposes of the platform.
9. SUSPENSION, TERMINATION & REIMBURSEMENT OBLIGATIONS
9.1 Termination for Convenience. Either party may terminate account access and close a Storefront upon providing fourteen (14) calendar days’ advance written notice to the other party, subject to the settlement of all outstanding Escrow orders and pending disputes.
9.2 Immediate Suspension & Storefront Disabling. Markets.OS reserves the right to immediately suspend, restrict, or terminate any account, disable Storefront access, and freeze pending Escrow or Wallet funds without prior notice under any of the following circumstances:
· Failure to Comply with Dispute Decisions: Where an Administrative Dispute Panel verdict determines that a Buyer is entitled to a refund for a transaction where Escrow funds have already been cleared and paid out to the Vendor Wallet, Markets.OS may issue a direct refund to the Buyer on the Vendor’s behalf. The Vendor shall fully reimburse Business Solutions Technologies Ltd within fourteen (14) calendar days of written demand. Failure to reimburse Markets.OS within the 14-day window shall result in immediate account suspension, permanent Storefront disabling, interest accrual at prevailing central bank lending rates, and potential legal recovery proceedings.
· Pattern of Fraud or Dispute Misconduct: Where investigation reveals a persistent operational pattern of customer disputes, non-delivery, deceptive trade practices, non-conforming goods delivery, or general untrustworthiness against a Vendor, Markets.OS reserves the right to terminate the Vendor’s Storefront permanently.
· Prohibited Activity & Regulatory Directives: Where a Vendor lists Prohibited Goods (Section 5.1), engages in fraudulent transactions, fails mandatory KYC validation, or where regulatory authorities (such as the FCCPC, CBN, or NDPC) issue a compliance directive.
10. GENERAL PROVISIONS
10.1 Severability. If any provision of these Terms is declared invalid, illegal, or unenforceable by an arbitral tribunal or court of competent jurisdiction, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
10.2 Entire Agreement. These Terms constitute the complete and exclusive agreement between the User and Business Solutions Technologies Ltd regarding access to Markets.OS, superseding all prior oral or written representations, proposals, or understandings.
10.3 Force Majeure. Markets.OS shall not be liable for any failure or delay in performing its obligations where such failure results from causes beyond its reasonable control, including acts of God, civil unrest, government regulations, internet infrastructure failures, or national grid collapses.
10.4 Unilateral Amendments. Markets.OS reserves the right to update or amend these Terms from time to time. Material updates shall be communicated via platform announcements or email. Continued access to or operation of a Storefront following published amendments constitutes binding acceptance of the updated Terms.
10.5 Legal Notices & Contact. Official legal notifications or operational inquiries under these Terms must be addressed in writing to:
Business Solutions Technologies Ltd
Legal & Regulatory Division
Email: legal@getmarqetos.com.
MERCHANT & VENDOR SERVICES AGREEMENT (MSA)
THIS MERCHANT & VENDOR SERVICES AGREEMENT (“AGREEMENT” OR “MSA”) CONSTITUTES A BINDING B2B CONTRACT BETWEEN BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) AND THE REGISTERED COMMERCIAL ENTITY OR INDIVIDUAL MERCHANT (“VENDOR”, “MERCHANT”, OR “YOU”) GOVERNING THE CREATION, HOSTING, OPERATION, AND FINANCIAL SETTLEMENT OF YOUR DIGITAL STOREFRONT ON THE MARKETS.OS PLATFORM.
BY REGISTERING A VENDOR ACCOUNT, DEPLOYING A STOREFRONT, OR PROCESSING TRANSACTIONS THROUGH MARKETS.OS, YOU AGREE TO BE BOUND BY THIS AGREEMENT, THE MARKETS.OS MASTER TERMS OF SERVICE, ACCEPTABLE USE POLICY (AUP), AND GLOBAL DATA PRIVACY POLICY & DPA.
1. ENGAGEMENT & SCOPE OF SERVICES
1.1 Platform Infrastructure. Subject to full compliance with this Agreement, Markets.OS grants Vendor a non-exclusive, non-transferable, revocable, worldwide right to access and utilize the Markets.OS software-as-a-service (SaaS) platform to build, manage, and operate hosted digital storefronts (“Storefronts”), list products or services, manage inventory, and receive customer payments.
1.2 Independent Business Operator. Vendor operates as an independent business entity. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between Markets.OS and Vendor. Vendor retains sole responsibility for its store operations, product sourcing, fulfillment, customer service, pricing, and statutory regulatory compliance.
2. MONETISATION, COMMISSIONS & BILLING MECHANICS
2.1 Platform Commission. Use of standard Markets.OS Storefront infrastructure carries no upfront subscription fee. In consideration for platform access, software hosting, security infrastructure, and escrow management, Vendor agrees that Markets.OS shall levy a fixed platform commission of one percent (1.0%) (the “Commission”) on the gross transactional value of every successfully processed order executed through Vendor’s Storefront.
2.2 Commission Deduction. The Commission shall be automatically calculated and deducted by Markets.OS at the point of funds settlement, prior to net proceeds being released into the Vendor’s platform digital wallet (“Vendor Wallet”).
2.3 Optional Premium Services. Markets.OS may offer optional paid add-on services (e.g., custom domain integration, premium analytics, advanced marketing suites, or priority dispute handling). Charges for optional features shall be clearly displayed, billed in advance, or deducted directly from cleared Vendor Wallet balances upon explicit Vendor activation.
2.4 Fee Adjustments. Markets.OS reserves the right to modify its transaction commission rate or feature pricing upon giving fourteen (14) calendar days’ advance written notice to Vendor via email or dashboard notification.
3. INCORPORATION OF ESCROW & ODR ARCHITECTURE
Vendor explicitly acknowledges and agrees that the administration of held funds, transaction settlement holds, digital wallet payouts, chargeback allocations, and customer dispute resolution workflows are governed comprehensively by the Markets.OS Master Escrow, ODR & Return Policy, which is fully incorporated into and forms an enforceable condition of this Agreement.
3.1 Settlement & Freezes: Escrow funds are subject to a standard 24-hour hold post-payment. Timely customer disputes trigger an immediate Escrow freeze.
3.2 Reimbursement Duties: Where a post-payout customer claim or chargeback is decided in favor of a Buyer under Tier 2 ODR review, Vendor undertakes to fully reimburse Business Solutions Technologies Ltd within fourteen (14) calendar days of written demand pursuant to Section 5 of the Master Escrow, ODR & Return Policy.
3.3 Pattern-Based Enforcement:** Persistent disputes or high dispute ratios exceeding platform thresholds shall trigger elevated Escrow holds (up to 14 days), risk reserves, or account termination as set out in the Master Escrow, ODR & Return Policy.**
4. VENDOR OPERATIONAL & LEGAL OBLIGATIONS
4.1 Storefront Accuracy & Pricing. Vendor warrants that all product images, descriptions, pricing, stock levels, return rules, and shipping timelines published on its Storefront are truthful, precise, and not misleading. Vendor agrees to honor all orders placed at published Storefront prices.
4.2 Consumer Protection Compliance. Vendor explicitly undertakes to comply with all provisions of the Federal Competition and Consumer Protection Act (FCCPA) 2019, including statutory consumer rights regarding defective goods, clear disclosures, transparent pricing, and statutory warranty protections.
4.3 Tax Registration & Remittance. Vendor acknowledges sole legal liability for identifying, calculating, collecting, reporting, and remitting all applicable federal, state, and local taxes including Value Added Tax (VAT), withholding taxes, and corporate taxes, arising from sales on Markets.OS. Markets.OS does not act as Vendor’s tax agent.
4.4 KYC & Regulatory Validation. Vendor must complete mandatory Know Your Customer (KYC) verification, submitting valid proof of corporate registration (CAC documents for legal entities), Tax Identification Numbers (TIN), valid government ID, and Bank Verification Numbers (BVN) prior to receiving Wallet payouts.
5. INTELLECTUAL PROPERTY & BRAND LICENSING
5.1 Vendor Ownership. Vendor retains all legal title, copyright, and intellectual property rights in its uploaded product images, trademarks, brand logos, and Storefront copy.
5.2 License to Markets.OS. Vendor grants Business Solutions Technologies Ltd a worldwide, royalty-free, non-exclusive license to host, display, reproduce, modify (for technical optimization), and showcase Vendor’s Storefront content and brand marks solely for operating the platform, marketing Markets.OS, and facilitating customer discovery.
5.3 Anti-Counterfeiting Warranty. Vendor warrants that no items listed on its Storefront infringe upon third-party intellectual property, trademarks, patents, or trade secrets. Vendor shall immediately remove any listing flagged for verified IP infringement.
6. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION
6.1 Vendor Warranties. Vendor represents and warrants that: (a) it is a duly organized business or legally capable individual under Nigerian law; (b) it possesses all necessary permits, licenses, and approvals to sell its listed products; and (c) its activities comply with all applicable laws, including the NDPA 2023, FCCPA 2019, and AUP rules.
6.2 Indemnification. Vendor agrees to defend, indemnify, and hold harmless Business Solutions Technologies Ltd, its directors, officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, regulatory fines, or legal expenses (including reasonable legal fees) arising from:
- Vendor’s breach of this Agreement, the AUP, or Master Terms of Service;
- Product liability, personal injury, or property damage caused by goods sold via Vendor’s Storefront;
- Infringement of third-party intellectual property or privacy rights; or
- Failure to collect, report, or remit applicable sales taxes or statutory levies.
7. LIMITATION OF LIABILITY & PLATFORM SERVICE LEVEL
7.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY NIGERIAN LAW, IN NO EVENT SHALL BUSINESS SOLUTIONS TECHNOLOGIES LTD BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, REVENUE, OR GOODWILL). OUR AGGREGATE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY COLLECTED BY MARKETS.OS FROM VENDOR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
7.2 Service Level Disclaimer. Markets.OS strives to maintain enterprise-grade uptime, but does not guarantee uninterrupted or error-free platform availability. System downtime for maintenance, server upgrades, telecom outages, or third-party service failures shall not constitute a breach of this Agreement.
8. TERM, TERMINATION & SURVIVAL
8.1 Term. This Agreement commences on the date Vendor registers an account and continues until terminated by either party.
8.2 Termination for Convenience. Either party may terminate this Agreement upon providing fourteen (14) calendar days’ advance written notice to the other party, subject to the settlement of all open Escrow transactions and pending disputes.
8.3 Immediate Termination by Markets.OS. Markets.OS may terminate this Agreement and disable Vendor’s Storefront immediately without notice upon any breach of Section 4 (KYC/AUP compliance), persistent customer disputes (Section 5.4), fraud, or regulatory directive.
8.4 Survival. Sections 3.5, 5.2, 5.3, 7.2, 8.1, and 10 shall survive the termination or expiration of this Agreement.
9. GOVERNING LAW & ARBITRATION
9.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.
9.2 Dispute Resolution. Any legal claim, controversy, or dispute arising out of or relating to this Agreement shall be finally settled through direct negotiation, formal commercial mediation (CIArb UK Nigeria Branch appointing authority), and binding sole-arbitrator arbitration in Lagos, Nigeria, in strict accordance with Section 6 (Part B) of the Markets.OS Master Terms of Service.
10. MISCELLANEOUS
10.1 Entire Agreement. This Agreement, together with the Master Terms of Service, AUP, and Global Data Privacy Policy & DPA, constitutes the entire understanding between Vendor and Business Solutions Technologies Ltd regarding Storefront operations.
10.2 Severability. If any provision of this MSA is declared invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
10.3 Official Notices. Legal notices under this Agreement must be addressed to:
Business Solutions Technologies Ltd
Merchant Relations & Legal Division
Email: legal@getmarqetos.com.
ACCEPTABLE USE POLICY (AUP)
THIS ACCEPTABLE USE POLICY (“AUP”) SETS OUT THE MANDATORY RULES GOVERNING ACCESS TO AND USE OF THE MARKETS.OS PLATFORM, STOREFRONTS, APIS, AND ASSOCIATED SERVICES OPERATED BY BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”).
THIS POLICY APPLIES TO ALL VENDORS, MERCHANTS, BUYERS, USERS, AND VISITORS (“YOU”). BY ACCESSING MARKETS.OS OR CREATING A STOREFRONT, YOU EXPRESSLY AGREE TO COMPLY WITH THIS AUP. VIOLATION OF THIS POLICY MAY RESULT IN IMMEDIATE SUSPENSION OR PERMANENT TERMINATION OF YOUR ACCOUNT, FREEZING OF ESCROW FUNDS, AND REPORTING TO RELEVANT LAW ENFORCEMENT AUTHORITIES.
1. GENERAL PRINCIPLES OF PLATFORM CONDUCT
Markets.OS provides software infrastructure and escrow tools to enable honest, transparent, and legal commerce across Africa and globally. Users and Merchants shall not use Markets.OS to conduct, facilitate, or assist in any activity that is illegal, fraudulent, deceptive, dangerous, or harmful to individuals, businesses, or platform integrity.
2. PROHIBITED GOODS AND SERVICES
Vendors shall not list, offer, market, drop-ship, or sell any of the following categories of goods or services through a Markets.OS Storefront:
2.1 Illegal, Controlled, or Hazardous Substances
· Narcotics & Illegal Drugs: Illicit drugs, controlled substances, synthetic chemicals, designer drugs, or drug paraphernalia as regulated by the National Drug Law Enforcement Agency (NDLEA) or international conventions.
· Unlicensed Pharmaceuticals & Medical Supplies: Prescription-only medications, unapproved medical devices, or unlicensed health products lacking statutory clearance from the National Agency for Food and Drug Administration and Control (NAFDAC) or equivalent regulatory bodies.
· Hazardous & Toxic Materials: Explosives, fireworks, radioactive substances, toxic chemicals, biohazardous materials, or flammable liquids failing transport safety regulations.
2.2 Regulated Weapons, Firearms & Dangerous Items
· Weapons: Firearms, ammunition, stun guns, tactical combat weaponry, military-grade gear, silencers, explosive devices, or concealed blades prohibited under Nigerian law.
· Dual-Use Technologies: Hardware or software specifically restricted under international export control regimes or national defense acts.
2.3 Financial, Currency & Investment Products
· Financial Instruments: Unlicensed securities, stocks, bonds, high-yield investment programs (HYIP), pyramid schemes, ponzi schemes, or multi-level marketing (MLM) programs.
· Counterfeit & Unlicensed Currency: Counterfeit banknotes, fake coins, forged financial instruments, or physical tools for producing fraudulent tender.
· Cryptocurrency & Virtual Asset Trading: Unlicensed peer-to-peer crypto brokerage or fiat-to-crypto exchange activities failing Central Bank of Nigeria (CBN) and Securities and Exchange Commission (SEC) registration frameworks.
2.4 Counterfeit, Infringing & Unauthorized Products
· IP Infringement: Counterfeit luxury goods, knock-offs, bootleg media, unauthorized software copies, pirated digital books, or items violating registered trademarks, copyrights, patents, or trade secrets.
· Stolen Property: Goods, digital credentials, hardware, or materials derived from theft, burglary, robbery, or unauthorized corporate diversion.
· Parallel Imports & Unauthorized OEM Goods: Items imported or distributed in explicit violation of exclusive territorial distribution agreements or local trade laws.
2.5 Restricted Adult, Illegal Content & Human Exploitation
· Sexual Content: Explicit pornographic materials, adult entertainment services, escort services, or non-consensual sexual content.
· Human Trafficking & Organs: Offers related to human organs, tissue, blood products, surrogacy commercialization violating local laws, human trafficking, or forced labor services.
· Wildlife & Endangered Species: Live animals, endangered species, ivory, poached animal skins, or products prohibited under CITES and local forestry preservation laws.
2.6 Academic & Legal Dishonesty
· Academic Fraud: Essay writing services, ghostwriting for academic evaluation, forged diplomas, leaked exam papers, or fake certificates.
· Government Identity Forgery: Fake national identity cards, international passports, driver’s licenses, official stamps, or forged corporate seals.
3. PLATFORM ABUSE AND OPERATIONAL MISCONDUCT
Users and Merchants are strictly prohibited from engaging in any behavior that degrades, manipulates, or exploits the technical, financial, or operational systems of Markets.OS.
3.1 Fee Avoidance & Off-Platform Transactions
· Direct Off-Platform Settlement: Solicitating, advertising, or directing Buyers to complete transactions off Markets.OS (e.g., via direct external bank transfers, messaging apps, or alternative payment links) for orders initiated on a Storefront to bypass the platform commission or Escrow protections.
· Price Manipulation: Artificially inflating shipping costs while lowering product prices to evade transaction commission calculations.
3.2 Fraudulent & Deceptive Practices
· Shill Bidding & Fake Reviews: Writing fake customer reviews, operating dummy accounts to fabricate store ratings, or purchasing fraudulent engagement to deceive Buyers.
· Deceptive Orders: Initiating fake orders, processing stolen credit card credentials, or executing self-dealing transactions to manipulate platform metrics or wallet balances.
· Identity Theft & Impersonation: Registering an account under another individual’s or business’s name without legal authorization, or providing forged corporate documents during KYC verification.
3.3 Technical Infrastructure Abuse
· Scraping & Data Mining: Deploying automated spiders, bots, scrapers, or data extraction scripts against Markets.OS servers, API endpoints, or Storefront directory architectures without written consent.
· System Interference: Introducing viruses, trojan horses, worms, logic bombs, ransomware, or executing Distributed Denial of Service (DDoS) attacks against platform infrastructure.
· Reverse Engineering: Attempting to decompile, disassemble, reverse engineer, or extract source code, proprietary algorithms, or UI/UX models of Markets.OS.
4. COMPLIANCE MONITORING AND ENFORCEMENT
4.1 Automated & Manual Surveillance. Markets.OS employs real-time automated risk scanning tools, AI-driven transaction monitoring, periodic catalog audits, and dedicated trust-and-safety personnel to monitor Storefront activity for AUP non-compliance.
4.2 Reporting Violations. Users, brand owners, and regulatory officers may report suspected AUP violations or IP infringements directly to our Trust & Safety Division via legal@getmarqetos.com.
4.3 Enforcement Actions. In the event of a verified or reasonably suspected violation of this AUP, Business Solutions Technologies Ltd reserves the right to take immediate, non-appealable administrative action, including:
· Content Removal: Deleting specific product listings, images, or description copy from a Storefront.
· Escrow Hold & Wallet Freeze: Immediately freezing pending funds held in Escrow or restricting payouts from the Vendor Wallet pending investigation.
· Storefront Suspension or Closure: Temporarily disabling or permanently terminating Storefront access and user account privileges.
· Financial Recovery & Offset: Deducting administrative fines, legal costs, or chargeback losses from held vendor balances under Section 9.2 of the Master Terms of Service.
· Law Enforcement Escalation: Reporting illegal activities, counterfeit rings, or financial fraud directly to statutory enforcement bodies, including the Economic and Financial Crimes Commission (EFCC), Nigeria Police Force (NPF), NAFDAC, NDLEA, or FCCPC.
5. AMENDMENTS & GOVERNING LAW
5.1 Updates. Markets.OS reserves the right to update this Acceptable Use Policy at any time to reflect changing legal requirements, emerging market security risks, or expanded platform capabilities. Continued operation of a Storefront following published updates constitutes binding acceptance of the revised AUP.
5.2 Governing Law. This AUP is governed by and construed in accordance with the laws of the Federal Republic of Nigeria, subject to the dispute resolution provisions set forth in Section 6 of the Markets.OS Master Terms of Service.
6. CONTACT FOR AUP INQUIRIES & COMPLIANCE
Reports of platform abuse, legal violations, or prohibited items must be submitted to:
Trust, Safety & Compliance Division
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.
ANTI-MONEY LAUNDERING (AML), KNOW YOUR CUSTOMER (KYC) & SANCTIONS COMPLIANCE POLICY
BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) MAINTAINS ZERO TOLERANCE FOR FINANCIAL CRIME, MONEY LAUNDERING, TERRORIST FINANCING, PROLIFERATION FINANCING, AND SANCTIONS EVASION ACROSS THE MARKETS.OS ECOSYSTEM.
THIS ANTI-MONEY LAUNDERING (AML), KNOW YOUR CUSTOMER (KYC) & SANCTIONS COMPLIANCE POLICY (“POLICY”) MANDATES RISK-BASED IDENTIFICATION, TRANSACTION MONITORING, AND REPORTING PROTOCOLS FOR ALL VENDORS, MERCHANTS, BUYERS, AND FINANCIAL INTERMEDIARIES UTILIZING MARKETS.OS STOREFRONTS AND ESCROW INFRASTRUCTURE.
1. LEGISLATIVE FRAMEWORK & REGULATORY COMPLIANCE
1.1 Statutory Alignment. This Policy is established in strict adherence to the Money Laundering (Prevention and Prohibition) Act (MLPPA) 2022, the Terrorism (Prevention and Prohibition) Act (TPPA) 2022, the Proceeds of Crime (Recovery and Management) Act 2022, Central Bank of Nigeria (CBN) Anti-Money Laundering, Combating the Financing of Terrorism and Proliferation Financing (AML/CFT/CPF) Regulations, Special Control Unit Against Money Laundering (SCUML) guidelines under the Economic and Financial Crimes Commission (EFCC), and the Recommendations of the Financial Action Task Force (FATF).
1.2 Money Laundering Reporting Officer (MLRO). Business Solutions Technologies Ltd has designated a compliance officer as the Money Laundering Reporting Officer (MLRO) responsible for oversight, automated risk scoring, suspicious transaction filing, and regulatory liaison with the Nigerian Financial Intelligence Unit (NFIU), EFCC, and SCUML. Contact: legal@getmarqetos.com.
2. KNOW YOUR CUSTOMER (KYC) & VENDOR DUE DILIGENCE
No Vendor may process Storefront orders, receive Escrow transfers, or execute Wallet payouts without completing mandatory Know Your Customer (KYC) and Customer Due Diligence (CDD) verification pursuant to Section 4 of the MLPPA 2022.
3. TRANSACTION MONITORING & STATUTORY THRESHOLD REPORTING
3.1 Automated Real-Time Surveillance. Markets.OS deploys automated transaction monitoring algorithms that scan all Escrow deposits, order frequencies, customer IP geolocations, payment card origins, and Wallet payout requests in real time.
3.2 Statutory Cash Equivalent Threshold Reporting. In compliance with Section 11 of the MLPPA 2022, Markets.OS automatically flags, logs, and reports high-value digital transaction transfers. For individual accounts, any single transaction or cumulative transfers exceeding Five Million Naira (NGN 5,000,000) or its foreign currency equivalent are flagged. For corporate accounts, any single transaction or cumulative transfers exceeding Ten Million Naira (NGN 10,000,000) or its foreign currency equivalent are flagged.
3.3 Structuring & Smurfing Prohibitions. Splitting single transactions into multiple smaller transactions to deliberately evade statutory reporting thresholds (“structuring” or “smurfing”) is strictly prohibited under Section 11 of the MLPPA 2022. Systemic structuring triggers immediate account suspension, freezing of Escrow releases, and automated reporting to the NFIU.
3.4 Suspicious Transaction Reports (STRs). Pursuant to Section 7 of the MLPPA 2022, where a transaction appears unusually complex, lacks obvious economic rationale, involves suspected crime proceeds, or deviates materially from a Vendor’s established historical profile, Markets.OS shall file a formal Suspicious Transaction Report (STR) with the NFIU and SCUML within twenty-four (24) hours of detection.
3.5 Prohibition of Tipping-Off. In strict compliance with statutory AML directives, Markets.OS officers, directors, employees, and agents are legally prohibited from disclosing (“tipping off”) to a Vendor, Buyer, or third party that an STR or AML investigation has been lodged regarding their account.
4. SANCTIONS SCREENING & EMBARGO COMPLIANCE
4.1 Real-Time Automated Screening. All Vendors, Buyers, beneficial owners, and payout account titles are screened continuously against global and national restrictive lists. This includes screening against the Nigerian Sanctions List maintained by the National Sanctions Committee under the TPPA 2022, the United Nations Security Council Consolidated Sanctions List (UNSC), the US Office of Foreign Assets Control (OFAC) Specially Designated Nationals List, and the UK Financial Sanctions Lists (HMT).
4.2 Sanctions Match Protocol. If an automated scan returns a confirmed match against a sanctioned entity or individual, Markets.OS shall immediately block account creation or checkout execution, freeze all funds held in Escrow or active Wallet balances instantly without prior notice, and submit a formal mandatory Asset Freezing Report to the NFIU, Ministry of Foreign Affairs, and the National Sanctions Committee within twenty-four (24) hours.
5. PROHIBITED HIGH-RISK TRANSACTIONS & VIRTUAL ASSETS
5.1 Prohibited Account Types. Markets.OS does not open, host, or service shell company accounts, anonymous accounts, numbered accounts, or accounts utilizing fictitious names.
5.2 Virtual Assets & Unlicensed Brokerage. While Markets.OS monitors virtual asset service frameworks under Section 29 of the MLPPA 2022, Storefronts shall not be utilized for unlicensed peer-to-peer cryptocurrency brokerage, fiat-to-crypto exchanges, or mixer/tumbler transaction processing that fails Central Bank of Nigeria or Securities and Exchange Commission licensing frameworks.
6. RECORD RETENTION OBLIGATIONS
In strict compliance with Section 8 of the MLPPA 2022, Business Solutions Technologies Ltd maintains full digital archives of all KYC identification records, customer correspondence, Escrow transaction ledgers, and dispute files for a minimum period of five (5) years following the termination of the account or business relationship. Records are structured to enable rapid reconstruction of individual transactions for law enforcement evidentiary review.
7. ACCOUNT FREEZING, SUSPENSION & LEGAL NON-LIABILITY
7.1 Administrative Freeze Right. Markets.OS reserves the right to immediately freeze Escrow releases, restrict Wallet payouts, and suspend Storefront access without prior notice where AML/KYC verification documentation is determined to be forged or altered, a Vendor fails to satisfy Enhanced Due Diligence requests within forty-eight (48) hours, directives are issued by statutory enforcement bodies (such as the EFCC, NFIU, SCUML, or CBN), or a confirmed Sanctions List match occurs.
7.2 Non-Liability for Statutory Freezing. Business Solutions Technologies Ltd, its directors, and officers shall bear no legal liability to any Vendor or Buyer for business losses, operational disruptions, or damages resulting from good-faith compliance with statutory AML/CFT freezing obligations or regulatory reporting duties.
8. GOVERNING LAW & JURISDICTION
This Policy is governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria. Legal claims regarding AML compliance or account freezing directives shall be subject to the exclusive jurisdiction of the Federal High Court of Nigeria pursuant to Section 23 of the MLPPA 2022.
9. COMPLIANCE & AML OFFICE CONTACT
For AML inquiries, law enforcement liaison, or regulatory compliance disclosures, contact:
AML/CFT Compliance Division & MLRO
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.
GLOBAL DATA PRIVACY POLICY & DATA PROCESSING ADDENDUM (DPA)
BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) IS COMMITTED TO PROTECTING THE PRIVACY, INTEGRITY, AND SECURITY OF ALL PERSONAL DATA PROCESSED THROUGH THE MARKETS.OS PLATFORM, STOREFRONTS, APPLICATION PROGRAMMING INTERFACES (APIS), AND ASSOCIATED DIGITAL SERVICES (COLLECTIVELY, THE “SERVICES”).
THIS DOCUMENT COMPRISES TWO INTEGRATED PARTS:
· PART A: GLOBAL DATA PRIVACY POLICY (GOVERNING END USERS, BUYERS, AND VENDORS)
· PART B: DATA PROCESSING ADDENDUM (DPA) (GOVERNING B2B DATA PROCESSING BETWEEN MARKETS.OS AND VENDORS)
PART A: GLOBAL DATA PRIVACY POLICY
1. LEGISLATIVE FRAMEWORK & CONTROLLER IDENTIFICATION
1.1 Statutory Alignment. This Privacy Policy is drafted pursuant to the Nigeria Data Protection Act (NDPA) 2023, the Nigeria Data Protection Regulations (NDPR), and international data protection standards including the EU/UK General Data Protection Regulation (GDPR) where cross-border data processing occurs.
1.2 Data Controller. For Personal Data collected directly through the main Markets.OS platform, account registration portals, and administrative systems, Business Solutions Technologies Ltd acts as the Data Controller.
1.3 Data Protection Officer (DPO). In compliance with the NDPA 2023, Markets.OS has designated a Data Protection Officer to oversee statutory compliance, privacy impact assessments, and Data Subject Access Requests (DSARs). Contact: legal@getmarqetos.com.
2. PERSONAL DATA WE COLLECT
We collect Personal Data across three operational tiers:
2.1 Account & Identity Data: Full name, business name, corporate registration details (CAC status), physical address, phone number, email address, Tax Identification Number (TIN), national identification numbers, government-issued photo ID, and Bank Verification Numbers (BVN) collected during mandatory KYC validation.
2.2 Transactional & Financial Data: Bank account numbers, payout wallet balances, escrow transaction history, card tokenization identifiers (processed via PCI-DSS compliant gateways; Markets.OS does not store raw credit/debit card numbers), billing addresses, and order fulfillment details.
2.3 Technical, Telemetry & Behavioral Data: IP address, device fingerprints, browser types, geo-location data, session logs, cookie identifiers, dispute records, AI mediation interaction transcripts, and platform utilization metrics.
3. LEGAL BASES FOR DATA PROCESSING
Under Section 25 of the NDPA 2023, Markets.OS processes Personal Data strictly under the following lawful bases:
· Performance of a Contract: Processing required to operate Storefronts, manage Escrow holds, execute Wallet payouts, and facilitate Buyer-Vendor transactions under the Master Terms of Service.
· Compliance with Legal Obligations: Processing mandated by Nigerian banking laws, Anti-Money Laundering (AML) regulations, tax compliance frameworks, and lawful directives from regulatory bodies (such as the NDPC, FCCPC, CBN, or NFIU).
· Legitimate Interests: Fraud detection, network security, platform telemetry enhancement, dispute resolution, and defending legal claims provided such interests do not override the fundamental rights of Data Subjects.
· Explicit Consent: Processing marketing communications, third-party analytics cookies, or processing sensitive data where required by law. Consent may be withdrawn at any time.
4. DATA SHARING & THIRD-PARTY RECIPIENTS
Markets.OS does not sell Personal Data. We share Personal Data strictly on a need-to-know basis with the following recipient classes:
4.1 Vendors & Merchants: Necessary transaction data (Buyer name, shipping address, contact phone number, order items) is shared with Vendors to enable order fulfillment and delivery.
4.2 Payment Gateways & Escrow Partners: Financial details are routed to licensed payment service providers (e.g., Paystack, Flutterwave, central banking settlement partners) solely to execute payments, Escrow holds, and Wallet payouts.
4.3 Logistics & Delivery Partners: Name, address, and phone number details are transmitted to integrated third-party logistics providers to facilitate physical order delivery.
4.4 Regulatory & Law Enforcement Authorities: Data rendered mandatory under statutory demand, court orders, or AML/KYC reporting requirements to agencies such as the Nigeria Data Protection Commission (NDPC), Federal Competition and Consumer Protection Commission (FCCPC), or Nigerian Financial Intelligence Unit (NFIU).
5. INTERNATIONAL DATA TRANSFERS
5.1 Cross-Border Transfers. Personal Data may be transferred to, stored, or processed on secure cloud infrastructure located outside Nigeria (e.g., AWS, Microsoft Azure, Google Cloud infrastructure).
5.2 Safeguards. In accordance with Section 41 of the NDPA 2023, all cross-border data transfers are executed under approved legal transfer mechanisms, including:
- Standard Contractual Clauses (SCCs) embedded into vendor and sub-processor agreements;
- Data transfer protocols to jurisdictions deemed by the NDPC to maintain adequate data protection laws; or
- Binding Corporate Rules governing platform cloud infrastructure.
6. DATA SECURITY & INCIDENT NOTIFICATION
6.1 Technical Security. Markets.OS employs enterprise-grade technical and organizational security measures, including AES-256 bit encryption at rest, TLS 1.3 encryption in transit, multi-factor authentication, network firewalls, strict role-based access control (RBAC), and continuous vulnerability monitoring.
6.2 Data Breach Protocol. Pursuant to Section 40 of the NDPA 2023, in the event of a Personal Data breach likely to result in a high risk to the rights and freedoms of Data Subjects, Markets.OS shall:
- Notify the Nigeria Data Protection Commission (NDPC) within seventy-two (72) hours of becoming aware of the breach; and
- Notify affected Data Subjects without undue delay, outlining mitigation steps and guidance.
7. DATA RETENTION & DESTRUCTION
7.1 Retention Schedule. Personal Data is retained only for as long as necessary to fulfill the purposes for which it was collected, or as mandated by Nigerian legal, statutory, and tax retention rules:
· Account & KYC Data: Retained for the duration of the account lifecycle plus six (6) years following account closure (under Nigerian AML tracking laws).
· Transaction & Escrow Logs: Retained for seven (7) years from transaction execution.
· Dispute & Support Logs: Retained for three (3) years following final dispute verdict.
7.2 Secure Destruction. Upon expiration of statutory retention windows, data is permanently purged, anonymized, or destroyed using DoD-standard digital wiping protocols.
8. DATA SUBJECT RIGHTS
Under the NDPA 2023, Users, Vendors, and Buyers maintain the following statutory rights regarding their Personal Data:
· Right of Access: Obtain confirmation of data processing and request copies of stored Personal Data.
· Right to Rectification: Request immediate correction of inaccurate or incomplete Personal Data.
· Right to Erasure (“Right to be Forgotten”): Request deletion of Personal Data where processing lacks lawful justification or consent is withdrawn.
· Right to Restriction of Processing: Request temporary suspension of data processing during dispute validations.
· Right to Data Portability: Receive Personal Data in a structured, commonly used, machine-readable format.
· Right to Object: Object to data processing grounded on legitimate interests or direct marketing.
Exercising Rights: Data Subjects may lodge Data Subject Access Requests (DSARs) by emailing legal@getmarqetos.com. Requests will be validated and acted upon within thirty (30) calendar days.
PART B: DATA PROCESSING ADDENDUM (DPA)
THIS DATA PROCESSING ADDENDUM (“DPA”) FORMS AN INTEGRAL PART OF THE MARKETS.OS MASTER TERMS OF SERVICE AND GOVERNS THE PROCESSING OF PERSONAL DATA BETWEEN BUSINESS SOLUTIONS TECHNOLOGIES LTD (“PLATFORM PROCESSOR/CONTROLLER”) AND REGISTERED VENDORS (“MERCHANT CONTROLLERS”).
1. ROLES OF THE PARTIES
1.1 Dual Roles. The parties acknowledge that for the purposes of the NDPA 2023 and global privacy frameworks:
- The Vendor acts as an independent Data Controller regarding customer data collected specifically for order fulfillment on their Storefront.
· Markets.OS (Business Solutions Technologies Ltd) acts as a Data Processor when providing hosting, software infrastructure, payment routing, and Storefront services to the Vendor.
· Markets.OS acts as an independent Data Controller when processing data for platform-level account creation, platform security, Escrow management, KYC verification, and system analytics.
2. PROCESSOR OBLIGATIONS (MARKETS.OS TO VENDOR)
When processing Personal Data on behalf of the Vendor, Markets.OS explicitly undertakes to:
2.1 Documented Instructions. Process Personal Data solely in accordance with the documented instructions of the Vendor (including execution of orders and fulfillment under the Master Terms of Service), unless required to process otherwise by applicable Nigerian law.
2.2 Confidentiality. Ensure that all personnel authorized to process Personal Data have committed themselves to strict non-disclosure and confidentiality obligations.
2.3 Security Standards. Implement appropriate technical and organizational measures to ensure a security level appropriate to the risk, satisfying Section 39 of the NDPA 2023.
2.4 Sub-Processors. Vendor grants general authorization to Markets.OS to engage third-party sub-processors (cloud hosts, SMS gateways, analytics engines). Markets.OS shall maintain an up-to-date list of sub-processors and notify Vendors of any material updates. Markets.OS remains fully liable to the Vendor for the performance of sub-processors’ data protection obligations.
2.5 Data Subject Assistance. Maintain automated workflow tools within the platform dashboard allowing Vendors to fulfill Data Subject Access Requests (DSARs), rectifications, or erasure demands received from Buyers.
2.6 Breach Notification. Notify the Vendor without undue delay (and no later than forty-eight (48) hours) upon confirming a security incident affecting the Personal Data processed on behalf of the Vendor’s Storefront.
2.7 Audit Rights. Upon reasonable advance written request (not more than once per calendar year), Markets.OS shall make available to the Vendor such information as is reasonably necessary to demonstrate compliance with this DPA, or allow for summary audit certifications issued by an accredited Data Protection Compliance Organization (DPCO).
3. VENDOR OBLIGATIONS (MERCHANT CONTROLLER)
3.1 Lawful Collection. The Vendor warrants that all Personal Data supplied to or collected through its Storefront on Markets.OS has been gathered strictly under a valid legal basis pursuant to Section 25 of the NDPA 2023.
3.2 Independent Compliance. The Vendor agrees not to use Buyer Personal Data obtained via Markets.OS for unauthorized off-platform marketing, unrequested communications, spam, or third-party resale. Any such unauthorized use constitutes a material breach of the Master Terms of Service and grounds for immediate Storefront termination under Section 9.2.
4. GOVERNING LAW & JURISDICTION
This DPA is governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Disputes arising under this DPA shall be resolved under the dispute resolution mechanisms established in Section 6 of the Markets.OS Master Terms of Service.
5. CONTACT & DATA PROTECTION INQUIRIES
Official privacy notifications, DSAR submissions, or regulatory communications under this Policy & DPA must be directed to:
Data Protection Officer (DPO)
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.
VENDOR ANTI-COUNTERFEIT & BRAND PROTECTION POLICY
BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) IS COMMITTED TO MAINTAINING THE HIGHEST STANDARDS OF INTELLECTUAL PROPERTY (IP) PROTECTION, BRAND INTEGRITY, AND COMMERCIAL TRUST ACROSS THE MARKETS.OS ECOSYSTEM.
THIS ANTI-COUNTERFEIT & BRAND PROTECTION POLICY (“POLICY”) GOVERNS ALL VENDORS, MERCHANTS, BRAND OWNERS, AUTHORIZED DISTRIBUTORS, AND USERS OF MARKETS.OS STOREFRONTS. MARKETS.OS MAINTAINS A ZERO-TOLERANCE POLICY TOWARD COUNTERFEITING, TRADEMARK INFRINGEMENT, PIRACY, AND UNAUTHORIZED COMMERCIAL EXPLOITATION OF PROTECTED INTELLECTUAL PROPERTY.
1. STRICT PROHIBITION OF COUNTERFEIT & INFRINGING GOODS
1.1 Zero-Tolerance Standard. Vendors are strictly prohibited from listing, offering, marketing, distributing, or selling counterfeit, knock-off, replica, pirated, or unauthorized parallel import items through any Storefront on Markets.OS.
1.2 Scope of Prohibited IP Violations. Prohibited listings include, but are not limited to:
· Counterfeit Goods: Physical or digital products bearing a trademark, logo, or brand identifier that is identical or confusingly similar to a registered trademark without explicit authorization from the trademark owner.
· Pirated & Bootleg Media: Unauthorized reproductions of copyrighted works, software, audio recordings, video content, literary works, or digital assets violating the Copyright Act 2022.
· Unauthorized Brand Usage: Utilizing brand logos, official marketing copy, promotional images, or corporate trade dress on a Storefront without express written authorization from the brand owner.
· Parallel Imports & Territorial Violations: Importing and selling genuine branded items in violation of statutory territorial restrictions or exclusive distribution agreements.
2. MERCHANDISE AUTHENTICITY & PROOF OF ORIGIN OBLIGATIONS
2.1 Vendor Authenticity Warranty. By listing any branded item on a Storefront, Vendor warrants that the product is 100% authentic, legally sourced, and that Vendor possesses valid documentation proving authorization and chain of custody (e.g., official invoices, authorized distributor agreements, or brand authorization letters).
2.2 Random & Targeted Audits. Markets.OS reserves the right to execute random or targeted authenticity audits on any Storefront. Upon written demand by Markets.OS, Vendor must provide verifiable invoices, proof of origin, or brand authorization certificates within forty-eight (48) hours.
2.3 Failure to Provide Proof. Failure to furnish satisfactory proof of authenticity within the designated 48-hour window shall result in immediate listing removal, temporary Storefront suspension, and freezing of pending Escrow funds under Section 5.
3. BRAND PROTECTION & NOTICE-AND-TAKEDOWN PROTOCOLS
Markets.OS enforces a streamlined notice-and-takedown architecture compliant with the Copyright Act 2022, international DMCA standards, and global IP enforcement conventions.
3.1 Submitting a Takedown Notice. Registered brand owners, trademark holders, or their authorized legal representatives (“Rights Holders”) who believe an item listed on a Markets.OS Storefront infringes their IP rights may submit a formal Notice of IP Infringement (NIP) to our Brand Protection Division via legal@getmarqetos.com.
3.2 Mandatory Notice Elements. To be valid, a Notice of IP Infringement must contain:
i. Full legal name, business address, and contact details of the Rights Holder (or authorized representative);
ii. Identification of the specific protected work or trademark infringed, including official registration numbers (e.g., Nigerian Trademarks Registry or international IP registry details);
iii. Direct URLs or specific Storefront product identifiers of the alleged infringing listing;
iv. A formal statement asserting a good-faith belief that the use of the material is not authorized by the Rights Holder, its agent, or the law; and
v. A statement, made under penalty of perjury, that the information in the notice is accurate and that the submitter is authorized to act on behalf of the Rights Holder.
3.3 Expedited Action Window. Upon receipt of a valid NIP, Markets.OS shall review the submission and, if compliant, remove or disable access to the disputed listing within twenty-four (24) hours, notifying the affected Vendor immediately.
4. VENDOR COUNTER-NOTICE PROCEDURE
4.1 Right to Submit Counter-Notice. If a Vendor believes that a listing was removed or disabled as a result of mistake, misidentification, or legitimate authorization, the Vendor may submit a formal Counter-Notice to legal@getmarqetos.com.
4.2 Counter-Notice Requirements. The Counter-Notice must include:
i. Vendor’s legal identity, Storefront name, and contact details;
ii. Identification of the material that was removed or disabled;
iii. Verifiable proof of authenticity or legal authorization (invoices, supply contracts, licensing agreements); and
iv. A formal statement agreeing to submit to the dispute resolution jurisdiction set out in Section 6 of the Master Terms of Service.
4.3 Reinstatement Protocol. If a valid Counter-Notice is received, Markets.OS shall forward a copy to the original Rights Holder. If the Rights Holder does not notify Markets.OS within ten (10) business days that it has initiated court action or formal arbitration against the Vendor, Markets.OS may, in its sole discretion, reinstate the disabled listing.
5. ENFORCEMENT, PENALTIES & REPEAT OFFENDER PROTOCOLS
5.1 First Offense: Immediate removal of infringing listings, issuance of a formal compliance warning, and mandatory submission of supply-chain documentation.
5.2 Repeat Offender Policy (Permanent Termination): Markets.OS maintains a strict repeat offender rule. Any Vendor subject to two (2) or more verified IP infringement notices or counterfeit complaints within a twelve (12) month period shall face:
- Immediate, permanent account termination and Storefront disabling;
- Permanent forfeiture of platform access rights; and
- Blacklisting of associated corporate entities, directors, BVNs, and payout bank accounts.
5.3 Escrow Forfeiture & Damages Recovery. Where a Vendor is determined to have sold counterfeit goods:
- All Escrow funds associated with counterfeit orders shall be refunded in full to affected Buyers;
- Markets.OS reserves the right to charge the Vendor an administrative penalty of NGN 250,000 (or 100% of the total counterfeit order value, whichever is higher) to cover legal and investigation costs; and
- Markets.OS may offset these funds directly from the Vendor’s Wallet under Section 9.2 of the Master Terms of Service.
5.4 Law Enforcement Escalation. Markets.OS cooperates fully with statutory enforcement authorities, including the Standard Organisation of Nigeria (SON), the National Agency for Food and Drug Administration and Control (NAFDAC), the Federal Competition and Consumer Protection Commission (FCCPC), and the Nigeria Police Force (NPF). Confirmed counterfeit operations will be reported directly to law enforcement for statutory criminal prosecution.
6. MARKETS.OS BRAND VERIFICATION PROGRAM (VERIFIED MERCHANT BADGE)
6.1 Verification Eligibility. Brand owners, official brand representatives, and exclusive territorial distributors operating Storefronts may apply for the Markets.OS Verified Merchant Badge.
6.2 Application Requirements. Applicants must submit corporate registration documents, trademark certificates, and distribution authorization letters.
6.3 Program Benefits. Verified Merchants receive priority listing indexing, dedicated IP protection tools, automated counterfeit scanning protections, and expedited dispute processing.
7. CONTACT & IP ENFORCEMENT OFFICE
All IP infringement notices, counter-notices, and brand protection queries must be submitted in writing to:
Brand Protection & IP Enforcement Division
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.
ESCROW, ODR & RETURN POLICY
THIS POLICY GOVERNED BY BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) UNIFIES ESCROW SETTLEMENT MECHANICS, RETURN STANDARDS, STATUTORY REFUND RIGHTS UNDER THE FEDERAL COMPETITION AND CONSUMER PROTECTION ACT (FCCPA) 2019, AND ONLINE DISPUTE RESOLUTION (ODR) WORKFLOWS ACROSS ALL VENDORS, MERCHANTS, AND BUYERS UTILISING MARKETS.OS STOREFRONTS.
1. UNIFIED DISPUTE TRIGGERS & REJECTION PROTOCOLS
1.1 Consolidated Dispute Grounds. A Buyer may initiate a Dispute within the mandatory twenty-four (24) hour post-payment Escrow window to freeze transaction proceeds for any of the following specific operational failures:
· Item Not Delivered (IND): The courier fails to deliver within the published timeframe or proof of delivery (POD) signature is missing/unverified.
· Significantly Not As Described (SNAD): Material divergence between the Storefront listing (size, color, functional specs, brand, authenticity) and physical item delivered.
· Damaged or Defective on Arrival (DOA): Physical item is broken, cracked, non-functional, or unsafe upon unboxing.
· Incomplete Order: Missing components, accessories, manuals, or bundled promotional items.
1.2 Evidentiary Thresholds. To prevent Buyer fraud, a Dispute submission is legally incomplete without uploading:
- High-resolution unboxing videos or images clearly showing the shipping label attached to the original packaging;
- Specific identification of damaged components or functional failures; and
- Transaction ID.
2. EXCLUDED GOODS & NON-RETURNABLE EXCEPTIONS
2.1 Statutory Return Exceptions. In accordance with Section 120 of the FCCPA 2019 and platform hygiene safety, the following items are non-returnable and non-refundable once delivered correctly:
· Perishable Items: Fresh produce, prepared meals, flowers, or items with a verified shelf life of under 14 days.
· Hygiene & Intimate Goods: Underwear, swimwear, earrings, unsealed cosmetics, and personal grooming tools where original safety seals have been broken post-delivery.
· Unsealed Digital Goods: Downloadable software, license keys, e-books, or digital media consumed upon transmission.
2.2 Defect Override. If an item falling within Section 2.1 is delivered damaged, defective, or non-conforming, the statutory defect protection under FCCPA 2019 overrides the exclusion, granting the Buyer full entitlement to a refund or replacement.
3. LOGISTICS, COURIER FAILURES & SHIPPING LIABILITY
3.1 Shipping Cost Allocation.
· Vendor Default (Defect / SNAD / Non-Delivery): If a return is triggered by Vendor fault (damaged goods, wrong size sent, counterfeits, or non-delivery), the Vendor shall bear 100% of the return shipping costs. The cost will be debited from the Vendor Wallet or incoming Escrow funds.
· Optional Buyer Return (“Change of Mind”): Where a Vendor voluntarily permits returns for personal preference (non-mandatory by law), the Buyer bears all return shipping expenses and may be subject to a maximum 10% restocking fee.
3.2 Courier Loss & In-Transit Damage.
· Integrated Courier Partners: Where shipping is executed through a Markets.OS integrated logistics partner, risk of loss in transit is covered by platform freight insurance. The Buyer receives an immediate Escrow refund, and Markets.OS recovers funds directly from the carrier.
· Self-Fulfill / Merchant Logistics: Where a Vendor utilizes independent, un-integrated couriers, the Vendor assumes total risk for items lost or damaged during transit. If the carrier loses the package, the Escrow funds are fully refunded to the Buyer.
4. TWO-TIER ODR WORKFLOW & TIMELINES
All transactional disputes are processed sequentially through the proprietary Markets.OS ODR engine:
4.1 Tier 1: AI-Driven Automated Mediation (24-Hour Resolution).
- The AI engine ingests logistics API tracking logs, chat records, and image proof.
- Within twenty-four (24) hours of filing, the AI issues a settlement proposal (Full Refund, Partial Refund, or Order Replacement).
- If accepted by both parties within forty-eight (48) hours, the settlement executes automatically.
4.2 Tier 2: Administrative Dispute Panel Verdict (72-Hour Final Review).
- If Tier 1 is rejected, or involves suspected fraud/complex technical defects, the case escalates to human compliance officers.
- The Administrative Panel issues a final, non-appealable verdict within seventy-two (72) working hours of escalation, authorizing direct Escrow refund or Vendor release.
5. POST-PAYOUT REIMBURSEMENTS & FRAUDULENT RETURNS
5.1 Mandatory 14-Day Vendor Reimbursement. Where a statutory consumer defect claim is validated after Escrow funds have already cleared into the Vendor Wallet or external bank account:
- Markets.OS may refund the Buyer directly to preserve platform integrity.
- Vendor shall fully reimburse Business Solutions Technologies Ltd within fourteen (14) calendar days of written demand.
5.2 Reimbursement Default Enforcement. Failure to reimburse Markets.OS within 14 calendar days results in immediate Storefront suspension, interest accrual at the Central Bank of Nigeria (CBN) Monetary Policy Rate plus 5% per annum, and offset against future Storefront earnings.
5.3 Buyer Fraud & Malicious Returns. If a Vendor proves through video or courier evidence that a Buyer returned a swapped, altered, or intentionally damaged item:
- The Administrative Panel shall deny the Buyer’s refund;
- Escrow funds shall be released immediately to the Vendor; and
- The Buyer’s platform account shall be permanently blacklisted for fraudulent activity.
6. GOVERNING LAW & STATUTORY MANDATE
This Consolidated Policy is governed by the laws of the Federal Republic of Nigeria. Blanket “No Refund, No Exchange” statements are strictly prohibited on Markets.OS Storefronts pursuant to Sections 120 and 129 of the FCCPA 2019. Any Vendor term attempting to eliminate statutory refund rights for defective or non-conforming goods is void ab initio.
7. CONTACT & ODR DIVISION
Disputes, Returns & Escrow Division
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.
COOKIE POLICY & BANNER CONSENT ARCHITECTURE
THIS COOKIE POLICY (“POLICY”) EXPLAINS HOW BUSINESS SOLUTIONS TECHNOLOGIES LTD (“COMPANY”, “MARKETS.OS”, “WE”, “US”, OR “OUR”) USES COOKIES, WEB BEACONS, PIXELS, LOCAL STORAGE, AND SIMILAR TRACKING TECHNOLOGIES ACROSS THE MARKETS.OS PLATFORM, WEBSITE, STOREFRONTS, AND DIGITAL SERVICES (COLLECTIVELY, THE “SERVICES”).
THIS DOCUMENT PROVIDES TRANSPARENT DISCLOSURE REGARDING WHAT TRACKING TECHNOLOGIES ARE DEPLOYED, WHY THEY ARE USED, HOW THEY IMPACT END USERS AND VENDORS, AND HOW YOU CAN EXERCISE GRANULAR CONTROL OVER YOUR COOKIE PREFERENCES IN COMPLIANCE WITH THE NIGERIA DATA PROTECTION ACT (NDPA) 2023.
1. UNDERSTANDING COOKIES AND TRACKING TECHNOLOGIES
1.1 Definition of Cookies. Cookies are small text files downloaded to your computer, mobile phone, or internet-connected device when you visit a web platform or hosted Storefront. Cookies allow Markets.OS and our integrated merchant Storefronts to recognize your device, maintain active session states, remember your cart items, store preferences, and analyze platform performance.
1.2 Associated Technologies. In addition to standard HTTP cookies, Markets.OS utilizes related tracking mechanisms:
· Web Beacons and Pixels: Small graphic images embedded in Storefront pages or emails to track user engagement, page visits, and conversion events.
· Local Storage Objects (LSOs): HTML5 web storage technologies used to store user interface preferences and session cache data securely across browser sessions.
· Device Fingerprinting: Technical telemetry parameters (such as browser type, operating system version, screen resolution, and IP routing) utilized strictly for real-time fraud prevention, account security, and anti-scraping enforcement.
2. CATEGORIES OF COOKIES DEPLOYED ON MARKETS.OS
Markets.OS classifies all cookies and tracking mechanisms into four distinct functional categories:
Category 1: Strictly Necessary Cookies (Essential)
These cookies are indispensable for the operation, technical integrity, and security of Markets.OS and hosted Storefronts. They enable core functionalities such as user authentication, secure account login, session maintenance, shopping cart continuity across page loads, central Escrow checkout execution, anti-fraud telemetry, and load balancing. Because the platform cannot function securely without these cookies, they are automatically active upon visiting the site and do not require prior opt-in consent under Section 25 of the NDPA 2023.
Category 2: Functional and Preference Cookies
Functional cookies allow Markets.OS and vendor Storefronts to remember choices you make during platform navigation. This includes storing your preferred currency settings, language preferences, localized Storefront configurations, and saved seller filters. These cookies enhance usability by eliminating the need to re-enter settings on every visit. Disabling functional cookies may cause certain custom Storefront features to degrade or reset between sessions.
Category 3: Analytics and Performance Cookies
Analytics cookies gather aggregated telemetry on how visitors interact with Markets.OS and individual vendor Storefronts. They collect information regarding page load times, total page views, bounce rates, traffic acquisition sources, conversion paths, and system error logs. Markets.OS uses this aggregated data exclusively to optimize platform speed, refine user experience, fix operational bugs, and provide vendors with anonymized store traffic performance metrics. These cookies are non-essential and require your explicit consent before activation.
Category 4: Marketing and Advertising Cookies
Marketing cookies and third-party tracking pixels (such as social media conversion tools and ad network identifiers) track your browsing activity across vendor Storefronts to build behavioral profiles. They are used to display targeted advertisements, measure the effectiveness of marketing campaigns, and prevent the same advertisement from being displayed repeatedly. Marketing cookies are deployed only where a visitor has given explicit opt-in consent through the Cookie Consent Architecture.
3. THIRD-PARTY COOKIES & MERCHANT STOREFRONT TRACKING
3.1 Third-Party Service Providers. Markets.OS partners with vetted third-party service providers including infrastructure hosts, payment gateways, fraud detection engines, and analytics platforms who may place cookies on your device to execute their services on our behalf. All third-party providers act as sub-processors bound by the strict data protection covenants set out in our Global Data Privacy Policy & DPA.
3.2 Vendor Storefront Tracking Obligations. Vendors operating hosted Storefronts on Markets.OS may integrate approved third-party tracking scripts or pixels (such as custom analytics or social ad pixels) solely for legitimate business analytics. Vendors are strictly prohibited from embedding unvetted, malicious, or non-compliant tracking scripts that harvest unauthorized personal data or bypass the central Markets.OS Cookie Consent Architecture.
4. BANNER CONSENT ARCHITECTURE & USER CONTROLS
4.1 Explicit Opt-In Banner Standards. In compliance with the NDPA 2023 and global privacy standards, Markets.OS enforces an explicit opt-in banner model for all non-essential cookies. Upon your first visit to Markets.OS or any hosted Storefront, a prominent cookie consent banner is displayed. Non-essential cookies (Analytics, Performance, and Marketing) remain disabled by default until you take affirmative action to accept them.
4.2 Granular Preference Management. The Cookie Consent Banner provides visitors with two equal-prominence choices alongside a preference configuration modal:
· “Accept All”: Grants consent for the deployment of all cookie categories.
· “Reject Non-Essential”: Blocks all non-essential cookies, allowing only Strictly Necessary cookies to function.
· “Manage Preferences”: Opens a granular preference panel allowing you to toggle Analytics and Marketing cookies on or off independently.
4.3 Modifying or Revoking Consent. You maintain the statutory right to withdraw or modify your cookie preferences at any time. A persistent “Cookie Settings” link is available in the footer of the main Markets.OS platform and on every hosted vendor Storefront, enabling instant preference updates.
4.4 Browser-Level Controls. In addition to our native preference manager, most web browsers allow you to block, restrict, or delete cookies through their browser settings. Please note that blocking all cookies at the browser level will prevent Strictly Necessary cookies from functioning, which will break core platform capabilities such as account login and Escrow checkout.
5. RECORD RETENTION & CONSENT LOGGING
In compliance with the accountability principles of Section 24 of the NDPA 2023, Business Solutions Technologies Ltd maintains encrypted, time-stamped digital consent logs recording when a user granted, updated, or revoked cookie consent, the specific category selections made, and the version of the Cookie Policy in effect at that time. Consent records are retained for a period of two (2) years to demonstrate regulatory compliance during statutory NDPC audits.
6. AMENDMENTS & GOVERNING LAW
6.1 Policy Updates. Markets.OS reserves the right to update this Cookie Policy from time to time to reflect changes in tracking technologies, technical enhancements, or legal directives issued by the Nigeria Data Protection Commission (NDPC). Material updates will be highlighted via published notifications on our site.
6.2 Governing Law. This Policy is governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria. Legal claims regarding cookie processing, data collection, or privacy compliance shall be resolved under the dispute mechanisms set out in Section 6 of the Master Terms of Service.
7. CONTACT FOR PRIVACY & COOKIE INQUIRIES
For queries regarding our Cookie Consent Architecture or to exercise your statutory data privacy rights, contact:
Data Protection Officer (DPO)
Business Solutions Technologies Ltd
Email: legal@getmarqetos.com.