Legal

Seller Terms

Terms governing sellers, listings, orders, payments and marketplace participation.

Last Updated: December 31, 2025

1. Introduction

Welcome to Owode Commerce.

These Seller Terms (“Terms”) govern your registration, participation, and activities as a seller on the websites, applications, products, services, and marketplace operated by Owode Commerce Ltd (“Owode”, “we”, “our”, or “us”) (collectively, the “Platform”).

These Terms apply to every individual, business, organisation, or other entity that creates or operates a seller account on Owode.

By registering as a seller, creating a storefront, listing products, accepting orders, or otherwise using the Platform as a seller, you agree to be legally bound by these Seller Terms, our Terms of Service, Privacy Policy, Acceptable Use Policy, Prohibited Items Policy, Refund Policy, Delivery Policy, and any other applicable policies published by Owode.

If you do not agree with these Terms, you must not register or continue using the Platform as a seller.

2. Purpose of the Marketplace

Owode exists to make commerce simpler by providing technology that helps individuals and businesses sell products online.

Our Platform may include features such as:

online storefronts;
product listings;
order management;
payment facilitation (where available);
seller growth tools;
customer communication tools;
discovery and search;
promotional tools;
analytics;
future commerce infrastructure services.

These Seller Terms establish the responsibilities, expectations, and rights of sellers using the Platform.

3. Marketplace Role

Owode is a technology platform and marketplace infrastructure provider.

Unless expressly stated otherwise, Owode does not become:

the owner of products listed by independent sellers;
the manufacturer of products;
the importer or exporter of products;
the distributor of products;
the retailer of products;
or the seller of record for products sold by independent sellers.

Each seller remains solely responsible for:

the products they list;
product quality;
product safety;
pricing;
inventory;
product legality;
order fulfilment;
delivery obligations under applicable policies;
customer communications;
compliance with applicable laws.

Owode provides the infrastructure that enables buyers and sellers to connect and transact but does not assume responsibility for the seller’s independent business operations except where expressly stated in a separate agreement.

Nothing in these Terms creates an employment relationship, agency, partnership, joint venture, franchise, or similar relationship between Owode and any seller.

4. Eligibility

To register and sell on Owode, you must:

be at least 18 years old, or otherwise have the legal capacity to enter into binding agreements under applicable law;
provide truthful and accurate registration information;
comply with all applicable laws and regulations;
comply with these Seller Terms and all related Platform policies.

If you are registering on behalf of a business or other organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

Owode may refuse, suspend, or terminate any seller application or account at its discretion where permitted by applicable law.

5. Seller Registration

To sell on Owode, you must create a seller account through the registration process provided by the Platform.

During registration, you may be required to provide information such as:

your full name;
business or trading name (where applicable);
email address;
phone number;
business information;
payment details;
identity verification information;
tax information (where required);
other information reasonably necessary to operate the marketplace.

You agree that all information provided is accurate, complete, and up to date.

Providing false, misleading, or incomplete information may result in suspension or termination of your seller account.

6. Seller Verification

Owode may verify seller information before or after account approval.

Verification may include requesting:

government-issued identification;
proof of business registration;
proof of address;
tax information;
bank account verification;
invoices;
product sourcing information;
proof of ownership or distribution rights;
other supporting documentation.

Verification requirements may change over time depending on legal requirements, marketplace risk, or the type of products being sold.

Failure to complete required verification may limit access to certain Platform features or result in account suspension.

7. Account Security

You are responsible for maintaining the security and confidentiality of your seller account.

You agree to:

keep your login credentials secure;
use a strong password;
prevent unauthorised access to your account;
immediately notify Owode if you suspect your account has been compromised.

You remain responsible for activities conducted through your account unless caused by Owode’s negligence or security failure.

8. Accurate Information

You must keep your seller information current.

This includes:

contact information;
payment details;
business information;
store information;
fulfilment information;
legal documentation where applicable.

Failure to maintain accurate information may delay payments, affect buyer communications, or result in restrictions on your account.

9. Seller Storefront

Upon approval as a seller, Owode may provide you with a dedicated digital storefront through which you can showcase and sell your products.

Your storefront may include features such as:

your business name;
store description;
branding elements;
product catalogue;
customer reviews;
seller reputation;
promotional tools;
other marketplace features introduced by Owode.

Your storefront is provided as part of the Platform and remains subject to these Seller Terms.

Owode retains ownership of the Platform and the technology used to provide storefront functionality.

10. Store Information

You are responsible for ensuring that your storefront accurately represents your business.

Store information should be truthful, professional, and kept up to date.

You may not:

impersonate another business;
falsely claim affiliation with another organisation;
use misleading branding;
use copyrighted materials without permission;
use another person’s trademarks unlawfully.

Owode reserves the right to require modifications where store information violates applicable policies.

11. Products and Listings

Sellers may list physical and digital products that comply with applicable laws and Owode policies.

Every listing must accurately describe the product being offered.

Listings should include, where applicable:

product title;
product description;
clear images;
pricing;
available quantity;
product specifications;
product variations;
delivery information;
other relevant details.

Product listings must not be misleading, deceptive, or likely to confuse buyers.

12. Product Accuracy

You are solely responsible for ensuring that your listings accurately describe your products.

You must not:

exaggerate product capabilities;
use deceptive marketing;
hide material defects;
misrepresent product condition;
use inaccurate product images;
falsely advertise discounts;
intentionally mislead buyers.

If a product changes materially, you must update the listing promptly.

13. Product Images and Media

Images, videos, and other media uploaded by sellers should accurately represent the products being offered.

You must only upload content that:

you own; or
you have the legal right to use.

You may not upload misleading images, copyrighted content without permission, or media that violates Owode’s policies.

14. Product Pricing

Sellers are responsible for setting their own prices unless otherwise stated by Owode.

Prices displayed should accurately reflect the amount payable by buyers, excluding any separately disclosed charges where applicable.

You must not engage in deceptive pricing practices, including:

fake discounts;
misleading comparisons;
hidden mandatory charges;
price manipulation;
bait-and-switch tactics.

Owode may remove listings that appear deceptive or inconsistent with marketplace integrity.

15. Inventory Availability

You are responsible for maintaining reasonably accurate inventory information.

Products that are unavailable should be updated or removed promptly.

Repeated listings of unavailable products may negatively affect seller performance metrics and buyer trust.

16. Digital Products

Where digital products are permitted, sellers must ensure that:

they have the legal right to distribute the product;
digital downloads function as described;
licensing terms are clearly disclosed where applicable;
the product does not contain malicious software;
the product does not infringe intellectual property rights.

Owode may establish additional requirements for digital products as these categories evolve.

17. Product Compliance

Every seller is responsible for ensuring that products offered through the Platform comply with:

applicable laws and regulations;
these Seller Terms;
the Acceptable Use Policy;
the Prohibited Items Policy;
the Intellectual Property Policy (where applicable);
consumer protection laws;
product safety requirements;
any additional marketplace requirements introduced by Owode.

Owode may remove listings that appear to violate applicable laws or Platform policies without prior notice where reasonably necessary to protect users or comply with legal obligations.

18. Seller Warranties

By listing a product on Owode, you represent and warrant that:

you have the legal right to sell the product;
you own the product or are authorised to sell it;
the product complies with applicable laws;
the listing is truthful and accurate;
the product does not infringe another person’s intellectual property rights;
the product is not prohibited under Owode’s Prohibited Items Policy;
all required licences, approvals, registrations, or certifications have been obtained where applicable.

These warranties continue for as long as the listing remains available on the Platform.

19. Orders

When a buyer places an order through the Platform, the seller is responsible for managing and fulfilling that order in accordance with these Seller Terms and applicable marketplace policies.

Receiving an order through Owode does not relieve the seller of any legal obligations relating to the sale of the product.

Sellers should regularly monitor their seller dashboard, email, and other communication channels provided by the Platform for new orders and order updates.

20. Order Acceptance

Sellers are expected to review incoming orders promptly.

Where a seller is unable to fulfil an order, the seller should reject or cancel the order as soon as reasonably possible to minimise inconvenience to the buyer.

Repeated failure to respond to orders or fulfil accepted orders may affect seller performance and may result in enforcement actions under these Terms.

Owode reserves the right to establish service-level expectations or automated order handling features as the Platform evolves.

21. Order Fulfilment

Once an order has been accepted, the seller is responsible for preparing and fulfilling the order accurately and within the timeframe communicated to the buyer.

Sellers should ensure that:

the correct product is supplied;
the product matches its listing;
products are packaged appropriately;
products are delivered in a condition suitable for normal use;
buyers receive any information reasonably necessary to complete the transaction.

Failure to fulfil accepted orders may result in reduced seller performance ratings or other enforcement measures.

22. Order Cancellations

Orders may be cancelled where permitted by applicable laws, Platform policies, or mutual agreement between the buyer and seller.

Where a seller cancels an order, the seller should provide an accurate reason where requested by the Platform.

Sellers should avoid cancelling confirmed orders except where reasonably necessary, including where:

inventory is unavailable;
pricing errors occurred;
fraudulent activity is suspected;
legal restrictions prevent fulfilment;
circumstances beyond the seller’s reasonable control make fulfilment impossible.

Repeated avoidable cancellations may negatively affect seller performance.

23. Buyer Communication

Sellers are expected to communicate with buyers professionally, respectfully, and in a timely manner.

Communication should be limited to matters reasonably connected with the transaction, including:

order updates;
delivery arrangements;
product clarification;
returns;
refunds;
dispute resolution.

Sellers must not use Platform communications to harass buyers, send unsolicited marketing unrelated to the transaction, or encourage conduct that violates Owode’s policies.

24. Owode SMD (Seller Managed Delivery)

Owode currently operates a Seller Managed Delivery (Owode SMD) model for physical products.

Under Owode SMD, the seller is responsible for arranging, managing, and completing delivery of products purchased through the Platform unless Owode expressly introduces an alternative delivery service.

Owode SMD means that sellers remain responsible for:

selecting their preferred delivery method;
coordinating delivery logistics;
communicating delivery timelines;
ensuring products are delivered to the buyer;
addressing delivery-related issues within their control.

Owode provides the marketplace infrastructure but does not currently operate as a logistics provider under the Seller Managed Delivery model.

25. Future Delivery Services

Owode may introduce additional delivery solutions, fulfilment services, logistics partnerships, or integrated shipping options in the future.

Where such services are introduced, additional terms may apply.

Participation in future delivery programmes may be optional or mandatory for specific categories of sellers or products.

26. Delivery Obligations

Sellers should make reasonable efforts to deliver products within the delivery timeframe communicated to buyers.

Sellers should promptly notify buyers where delays are reasonably expected.

Sellers must not:

falsely claim products have been dispatched;
provide misleading delivery information;
intentionally delay confirmed orders without reasonable cause;
falsely mark undelivered orders as completed.

Delivery disputes may be reviewed by Owode where appropriate.

27. Payments

Where Owode facilitates payments between buyers and sellers, sellers agree that payments may be processed through payment providers selected or approved by Owode.

Owode may introduce, change, replace, or discontinue payment providers from time to time without affecting the validity of these Seller Terms.

Payment processing may be subject to:

payment provider requirements;
fraud prevention measures;
verification procedures;
applicable laws;
banking regulations.

28. Seller Payouts

Where applicable, seller earnings may be paid to the bank account or payment destination registered on the seller account.

Payout schedules may vary depending on:

payment method;
fraud reviews;
verification status;
dispute resolution;
payment provider processing times;
legal or regulatory requirements.

Owode may publish current payout schedules separately.

29. Payment Holds

Owode may temporarily delay or hold payouts where reasonably necessary to:

investigate suspected fraud;
resolve buyer disputes;
complete seller verification;
comply with legal obligations;
respond to payment reversals;
protect buyers, sellers, or the Platform.

Payment holds will generally be limited to the period reasonably necessary to complete the relevant review or investigation.

30. Payment Reversals

Where payments are reversed, refunded, charged back, or otherwise recovered by payment providers or financial institutions, Owode may recover the corresponding amount from the seller where appropriate.

This may include:

deducting future payouts;
offsetting account balances;
requesting repayment;
taking other lawful recovery measures.

Nothing in this section limits any rights available under applicable law.

31. Platform Fees

Certain features of the Platform may be subject to fees.

These may include:

transaction fees;
subscription fees;
promotional fees;
advertising fees;
payment processing charges;
premium feature fees;
future marketplace service fees.

Applicable fees will generally be communicated through the Platform or a separate pricing page.

32. Changes to Fees

Owode may introduce, modify, or discontinue Platform fees from time to time.

Where reasonably practicable, changes will be communicated before taking effect.

Continued use of the Platform after fee changes become effective constitutes acceptance of the revised fees.

33. Taxes

Sellers remain solely responsible for determining, collecting, reporting, and remitting all taxes applicable to their business and sales unless applicable law expressly requires Owode to collect or remit taxes on their behalf.

Nothing in these Seller Terms constitutes tax advice.

Sellers are encouraged to obtain independent professional advice regarding their tax obligations.

34. Regulatory Compliance

Where required by law, sellers are responsible for obtaining and maintaining any licences, permits, registrations, approvals, or certifications necessary for the products they sell.

Owode may request evidence of compliance where reasonably necessary.

Failure to provide requested documentation may result in restrictions on selling privileges.

35. Customer Service

Sellers are expected to provide professional customer service throughout the buyer’s purchasing experience.

This includes responding reasonably promptly to enquiries relating to:

products;
orders;
delivery;
returns;
refunds;
exchanges;
product issues.

Professional, respectful, and constructive communication helps maintain trust within the marketplace.

36. Product Issues

Where buyers report damaged, defective, incorrect, or incomplete products, sellers should make reasonable efforts to investigate and resolve the issue promptly.

Possible resolutions may include:

replacement;
repair where appropriate;
refund;
partial refund;
other mutually agreed solutions consistent with applicable laws and Platform policies.

37. Returns

Where returns are permitted under applicable law, Platform policies, or the seller’s stated policies, sellers should provide reasonable instructions to buyers regarding the return process.

Return conditions should be communicated clearly before purchase where applicable.

Additional return requirements may be governed by Owode’s Refund Policy or other applicable marketplace policies.

38. Refunds

Refund requests may arise under applicable consumer protection laws, Platform policies, or individual seller policies.

Sellers agree to cooperate with reasonable investigations relating to refund requests.

Owode may review available information when assisting with disputes but does not guarantee that every refund request will be granted.

Additional information regarding refunds is available in the Refund Policy.

39. Marketplace Disputes

Where disputes arise between buyers and sellers, Owode may, at its discretion, facilitate communication or review available information to assist in resolving the dispute.

Owode is not required to act as an arbitrator or legal representative for either party.

Nothing in this section prevents buyers or sellers from exercising rights available under applicable law.

40. Record Keeping

Sellers are encouraged to maintain accurate records relating to their business activities on the Platform, including:

orders;
invoices;
receipts;
delivery records;
communications;
returns;
refunds;
applicable licences and permits.

Maintaining accurate records helps resolve disputes, supports regulatory compliance, and improves marketplace integrity.

41. Seller Content

Sellers are responsible for all content they submit, publish, upload, or otherwise make available through the Platform (“Seller Content”).

Seller Content includes, but is not limited to:

product titles;
product descriptions;
photographs;
videos;
graphics;
logos;
storefront information;
pricing information;
specifications;
promotional materials;
digital downloads;
documents;
reviews or responses submitted by the seller.

Seller Content must be accurate, lawful, and comply with these Seller Terms and all applicable Platform policies.

42. Ownership of Seller Content

Except as otherwise provided in these Terms, sellers retain ownership of the intellectual property rights they hold in their Seller Content.

Nothing in these Terms transfers ownership of a seller’s trademarks, copyrights, branding, or other intellectual property to Owode.

However, by submitting Seller Content to the Platform, sellers grant Owode the licence described below.

43. Licence Granted to Owode

To operate, improve, promote, and maintain the Platform, sellers grant Owode a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to:

host;
store;
reproduce;
display;
publish;
distribute;
transmit;
modify solely for formatting or technical purposes;
promote;
index;
translate where necessary;
and otherwise use Seller Content in connection with operating and improving the Platform.

This licence allows Owode to:

display products in search results;
feature listings on promotional pages;
advertise marketplace products;
display storefronts;
generate previews and thumbnails;
optimise listings for different devices;
support search functionality;
improve discovery tools;
support analytics;
operate future marketplace features.

This licence continues only for as long as reasonably necessary to operate the Platform and maintain legal, regulatory, archival, security, or dispute-resolution records.

44. Seller Responsibility for Content

Sellers are solely responsible for ensuring that their Seller Content:

is truthful;
is not misleading;
is lawful;
does not infringe intellectual property rights;
does not violate privacy rights;
does not contain malicious software;
complies with all applicable laws and Platform policies.

Owode does not routinely verify the accuracy of Seller Content before publication.

45. Removal of Seller Content

Owode may remove, edit, restrict, or refuse Seller Content where we reasonably believe that it:

violates these Seller Terms;
violates applicable laws;
infringes intellectual property rights;
creates marketplace risks;
misleads buyers;
threatens user safety;
harms the integrity of the Platform.

Where appropriate, we may notify the seller before or after taking such action.

46. Intellectual Property Rights

Owode respects intellectual property rights and expects sellers to do the same.

Sellers must not list, advertise, distribute, or sell products that infringe another person’s:

trademarks;
copyrights;
patents;
industrial designs;
trade dress;
trade secrets;
proprietary rights;
or other intellectual property rights.

This applies to both physical and digital products.

47. Seller Warranties Regarding Intellectual Property

By listing products on the Platform, sellers represent and warrant that:

they own the necessary intellectual property rights; or
they have obtained all required permissions, licences, authorisations, or distribution rights.

Where requested, sellers may be required to provide documentation supporting these rights.

48. Intellectual Property Complaints

Rights holders who believe their intellectual property has been infringed may submit a complaint through Owode’s designated reporting process.

Where appropriate, Owode may:

request additional information;
temporarily restrict listings;
remove listings;
notify affected sellers;
investigate the complaint;
request proof of ownership or authorisation;
take further action consistent with applicable policies.

Repeated infringement may result in permanent suspension from the Platform.

49. Buyer Information

During the course of selling on the Platform, sellers may receive information relating to buyers.

Such information may include:

names;
contact information;
delivery information;
order information;
transaction history;
communications.

Buyer information must only be used for purposes reasonably necessary to complete marketplace transactions.

50. Privacy Obligations

Sellers must protect buyer information and process personal data in accordance with applicable privacy and data protection laws.

Buyer information must not be:

sold;
shared without lawful authority;
used for unrelated marketing;
published publicly;
retained longer than reasonably necessary;
used in ways inconsistent with applicable laws or Platform policies.

Sellers remain independently responsible for complying with applicable data protection laws.

51. Confidential Information

Information obtained through the Platform that is not publicly available should be treated as confidential.

Sellers must not improperly disclose confidential information relating to:

buyers;
other sellers;
Owode;
payment providers;
business partners;
marketplace operations.

This obligation survives termination of the seller relationship where required by applicable law.

52. Performance Standards

Owode aims to maintain a reliable and trustworthy marketplace.

To support marketplace quality, sellers are expected to maintain reasonable standards of performance.

Performance indicators may include:

successful order fulfilment;
cancellation rates;
response times;
customer satisfaction;
dispute history;
policy compliance;
product quality;
delivery reliability;
buyer feedback;
other marketplace quality indicators.

Owode may update or expand these indicators over time.

53. Seller Reputation

Owode may develop and maintain reputation systems to help buyers make informed purchasing decisions.

Seller reputation may be influenced by factors including:

verified purchases;
customer ratings;
reviews;
fulfilment history;
policy compliance;
dispute outcomes;
account standing.

Owode may display reputation information to buyers through the Platform.

54. Marketplace Quality

Owode may introduce programmes, tools, incentives, recognition systems, or quality standards intended to improve the overall marketplace experience.

Participation in such programmes may be subject to additional eligibility requirements.

55. Restricted Conduct

In addition to the Acceptable Use Policy, sellers must not engage in conduct that harms the Platform, buyers, other sellers, or marketplace integrity.

Examples include:

selling prohibited products;
creating misleading listings;
manipulating reviews or ratings;
creating fake orders;
artificially inflating sales;
abusing promotional programmes;
impersonating another business;
submitting fraudulent documents;
circumventing Platform fees;
encouraging transactions outside the Platform where doing so violates Platform policies;
interfering with Platform operations;
attempting to bypass enforcement actions.

This list is illustrative and not exhaustive.

56. Off-Platform Transactions

Where transactions originate through the Platform, sellers must not improperly encourage buyers to complete purchases outside the Platform for the purpose of avoiding Platform policies, fees, dispute processes, or marketplace protections.

Nothing in this section prevents lawful off-platform relationships established independently of the Platform.

57. Marketplace Integrity

Sellers must act honestly and professionally.

Activities intended to undermine marketplace integrity—including fraud, manipulation, deception, abuse, or bad-faith conduct—may result in immediate enforcement action.

58. Investigations

Owode may investigate suspected violations of these Seller Terms, Platform policies, or applicable laws.

Investigations may be initiated based on:

buyer complaints;
seller reports;
rights-holder complaints;
regulatory requests;
automated detection systems;
suspicious activity;
internal reviews;
or other reasonably available information.

59. Information Requests

As part of an investigation, Owode may request information or documentation, including:

invoices;
proof of ownership;
proof of authenticity;
supplier information;
identity verification;
business registration documents;
licences;
delivery records;
communications;
tax information;
product certifications;
photographs;
other supporting documentation.

Failure to provide requested information within a reasonable period may affect the outcome of the investigation.

60. Temporary Restrictions

While an investigation is ongoing, Owode may temporarily:

hide listings;
restrict product visibility;
suspend payouts where permitted;
limit selling privileges;
require additional verification;
restrict account functionality;
suspend specific marketplace features.

Temporary restrictions do not necessarily imply wrongdoing and may remain in place until the investigation is completed.

61. Cooperation

Sellers agree to cooperate reasonably with Owode during investigations.

Providing false information, destroying evidence, refusing reasonable verification requests, or attempting to interfere with an investigation may itself constitute a violation of these Seller Terms.

62. Regulatory Cooperation

Where required by applicable law, court order, or lawful request from a competent authority, Owode may cooperate with regulators, law enforcement agencies, courts, payment providers, or other authorised entities.

Such cooperation may include the disclosure of information where legally permitted or required.

63. Suspension of Seller Accounts

Owode may suspend, restrict, or limit a seller’s account, storefront, listings, or access to some or all Platform features where we reasonably believe that doing so is necessary to:

protect buyers, sellers, or the Platform;
investigate suspected violations of these Seller Terms or other Platform policies;
comply with applicable laws or regulatory obligations;
prevent fraud or other unlawful activity;
protect intellectual property rights;
address security concerns;
respond to payment provider requirements;
maintain marketplace integrity.

Depending on the circumstances, suspension may apply to:

individual listings;
specific Platform features;
payouts;
storefront visibility;
seller accounts;
or the entire seller relationship.

Where reasonably practicable, Owode may notify the seller of the suspension and any steps that may be required to restore access.

64. Graduated Enforcement

Owode generally aims to apply enforcement measures proportionately.

Depending on the seriousness, frequency, and impact of a violation, enforcement actions may include:

educational guidance;
warnings;
listing removal;
temporary listing restrictions;
temporary account limitations;
additional verification requirements;
payout holds where permitted;
suspension;
permanent termination.

Nothing in this section requires Owode to follow these steps in any particular order.

Serious violations may result in immediate suspension or termination without prior warning where permitted by applicable law.

65. Seller Appeals

If you believe an enforcement action has been taken in error, you may submit an appeal through Owode’s designated support channels.

An appeal should include any relevant information or supporting documentation that may assist our review.

Submitting an appeal does not guarantee that the original decision will be reversed.

Owode will review appeals in good faith but retains discretion to make the final decision, subject to applicable law.

66. Termination by the Seller

You may stop selling on the Platform and request closure of your seller account at any time.

Before closing your account, you remain responsible for:

fulfilling outstanding orders;
resolving pending disputes;
complying with applicable legal obligations;
paying any outstanding fees owed to Owode;
completing any ongoing verification or compliance processes where required by law.

Certain information may continue to be retained after account closure where required by law or our Privacy Policy.

67. Termination by Owode

Owode may terminate your seller account or your access to the Platform where:

you materially breach these Seller Terms;
you repeatedly violate Platform policies;
your activities create unacceptable legal, financial, operational, or reputational risks;
you engage in fraudulent or deceptive conduct;
you sell prohibited products;
you infringe intellectual property rights;
you fail required verification;
your account remains inactive for an extended period, subject to applicable law;
continued access would expose Owode, buyers, or other sellers to unreasonable risk.

Where appropriate, Owode may notify you before termination.

However, immediate termination may occur where reasonably necessary to protect users or comply with legal obligations.

68. Effect of Termination

Upon suspension or termination:

listings may be removed from public view;
storefront access may be disabled;
seller tools may become unavailable;
future payouts may be delayed pending investigation or legal obligations;
outstanding disputes may continue to be processed;
certain provisions of these Seller Terms will survive termination.

Termination does not release either party from obligations that arose before termination.

69. Marketplace Disclaimer

Owode provides technology, software, and marketplace infrastructure that enables buyers and sellers to connect and transact.

Unless expressly stated otherwise, Owode does not manufacture, own, inspect, certify, import, export, distribute, or sell products listed by independent sellers.

Owode does not guarantee:

the quality of products;
product authenticity;
product safety;
product availability;
uninterrupted seller performance;
buyer behaviour;
delivery outcomes;
or the accuracy of seller listings.

Each seller remains solely responsible for the products they list and sell.

70. No Guarantee of Sales

Owode does not guarantee:

product visibility;
customer traffic;
sales volume;
marketplace ranking;
search placement;
revenue;
profitability;
business growth.

Marketplace performance depends on numerous factors outside Owode’s control, including pricing, product quality, buyer demand, competition, marketing efforts, and seller performance.

71. Platform Availability

While we aim to provide a reliable Platform, Owode does not guarantee uninterrupted or error-free access.

The Platform may occasionally experience:

maintenance;
upgrades;
technical interruptions;
third-party service outages;
security incidents;
force majeure events.

Owode will make reasonable efforts to restore services as soon as reasonably practicable.

72. Third-Party Services

The Platform may integrate with or rely upon third-party services, including:

payment providers;
logistics providers;
communication services;
identity verification providers;
analytics services;
cloud infrastructure providers;
mapping services;
future integrations.

Owode is not responsible for the independent acts or omissions of third-party service providers.

Your use of such services may also be subject to their own terms and policies.

73. Limitation of Liability

To the fullest extent permitted by applicable law, Owode, its directors, officers, employees, shareholders, affiliates, contractors, licensors, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to:

your use of the Platform;
your inability to use the Platform;
disputes between buyers and sellers;
seller conduct;
buyer conduct;
product defects;
delivery failures;
loss of profits;
loss of revenue;
loss of goodwill;
business interruption;
data loss;
third-party actions.

Nothing in these Seller Terms excludes liability that cannot lawfully be excluded under applicable law.

74. Seller Indemnity

You agree to defend, indemnify, and hold harmless Owode, its directors, officers, employees, affiliates, shareholders, contractors, licensors, and service providers from and against any claims, demands, actions, proceedings, liabilities, losses, damages, judgments, penalties, fines, costs, and reasonable legal expenses arising out of or relating to:

your products;
your listings;
your breach of these Seller Terms;
your breach of applicable laws;
counterfeit products;
intellectual property infringement;
misleading advertising;
product safety issues;
product liability claims;
tax obligations;
delivery failures under your control;
negligent acts or omissions;
fraudulent conduct;
disputes arising from your business activities.

This obligation survives termination of these Seller Terms.

75. Force Majeure

Owode will not be responsible for delays or failures in performance resulting from events beyond our reasonable control, including:

natural disasters;
war;
terrorism;
civil unrest;
labour disputes;
government actions;
internet failures;
power outages;
pandemics;
cyberattacks;
failures of third-party infrastructure;
other force majeure events.

Where reasonably practicable, we will make reasonable efforts to minimise the impact of such events.

76. Assignment

You may not assign or transfer your rights or obligations under these Seller Terms without Owode’s prior written consent.

Owode may assign or transfer these Seller Terms as part of:

a merger;
acquisition;
corporate restructuring;
financing transaction;
sale of assets;
or other legitimate business transaction.

77. Severability

If any provision of these Seller Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect to the extent permitted by law.

78. Waiver

Failure by Owode to enforce any provision of these Seller Terms shall not constitute a waiver of that provision or any other rights.

Any waiver must be made expressly and in writing.

79. Governing Law

These Seller Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

80. Dispute Resolution

Before commencing formal legal proceedings, both parties are encouraged to make reasonable efforts to resolve disputes through good-faith discussions.

Where disputes cannot be resolved informally, they shall be resolved through the courts or other dispute resolution mechanisms having jurisdiction under applicable Nigerian law, unless otherwise agreed by the parties in writing.

Nothing in these Seller Terms limits either party’s right to seek urgent legal remedies where necessary to protect legal rights or prevent irreparable harm.

81. Changes to These Seller Terms

Owode may update these Seller Terms from time to time to reflect:

changes in law;
regulatory requirements;
Platform improvements;
new marketplace features;
operational changes;
security enhancements;
industry best practices.

The latest version will be published on the Platform together with its Effective Date.

Where required by applicable law, we will provide reasonable notice of material changes before they become effective.

Your continued use of the Platform as a seller after updated Seller Terms take effect constitutes acceptance of the revised Terms.

82. Entire Agreement

These Seller Terms, together with the Terms of Service and all applicable Platform policies incorporated by reference, constitute the entire agreement between you and Owode regarding your participation as a seller on the Platform.

They supersede any prior online seller terms relating to the same subject matter.

Nothing in this section limits any separate written agreement expressly entered into between Owode and a seller.

83. Contact Us

If you have questions about these Seller Terms or require assistance regarding your seller account, you may contact Owode through our official support channels published on the Platform.

We encourage sellers to review these Seller Terms periodically to remain informed about their rights, responsibilities, and any updates to the rules governing participation in the Owode Commerce marketplace.