Terms of Use and Service Policy

These Terms of Use and Terms of Service ("Terms") govern your access to and use of the Jonify platform, including the Jonify website, mobile application, web dashboards, sourcing marketplace, logistics and shipment services, messaging systems, notifications, payment interfaces and related technology and services (collectively, the "Platform"), operated by Jonify Import Limited ("Jonify", "Company", "we", "us" or "our").

The Platform provides technology-enabled sourcing, procurement coordination and logistics services connecting customers with Jonify's approved sourcing agents and logistics operations.

The Platform currently comprises two principal service journeys:

1.Logistics & Shipment Orders, for customers who already have suppliers or goods and require shipping, warehousing, customs-related coordination and/or delivery services; and

2.P2P Sourcing Marketplace, through which customers may create Sourcing Requests and receive quotations from approved sourcing agents, with Jonify controlling the relevant payment, supplier-verification and procurement process. The Platform may be accessed through the website and mobile application. Certain services, features, payment methods, communication channels and marketplace functions may not be available in every jurisdiction or at all times. These Terms apply to all Users unless a separate written agreement expressly provides otherwise.

By accessing, registering for, or using the Platform, you acknowledge that you have read, understood and agreed to be bound by these Terms, our Privacy Policy, Cookie Policy, Refund and Cancellation Policy, and any other policies expressly incorporated into these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

Where you create an account, submit a Sourcing Request, claim a Sourcing Request as an Agent, submit a Quotation, place an Order or make payment through the Platform, such action constitutes an affirmative acceptance of these Terms.

Where you use the Platform on behalf of a company, business or other organisation, you represent and warrant that you have authority to bind that entity to these Terms.

Jonify operates the Platform as a technology-enabled sourcing, procurement coordination and logistics marketplace.

Except where expressly stated otherwise in a separate written agreement:

a.Jonify does not act as the manufacturer of goods sourced through the Platform;

b.Jonify does not represent that it is the manufacturer, owner or authorised distributor of goods offered by third-party suppliers;

c.approved sourcing agents operate as independent service providers and are not employees, partners or agents of the Customer;

d.the existence of a marketplace relationship does not create a partnership, joint venture, employment relationship or fiduciary relationship between Jonify and any User or Agent;

e.no User or Agent has authority to bind Jonify contractually or otherwise unless expressly authorised in writing;

f.Jonify may facilitate communication, quotation, payment, supplier verification and procurement but does not thereby guarantee the conduct, solvency, quality, availability or performance of every third-party supplier or Agent; and

g.Jonify's role and obligations in any particular transaction shall be determined by the applicable Order, Quotation, service description and these Terms.

1Definitions

For the purposes of these Terms:

"Agent" or "Sourcing Agent" means an independent sourcing professional approved by Jonify to participate in the Sourcing Marketplace.

"AI Sourcing Assistant" means Jonify's artificial-intelligence-assisted functionality used to help a Customer describe, structure and prepare a Sourcing Request.

"Customer" means a User who creates a Sourcing Request, submits a Shipment Order, accepts a Quotation or otherwise obtains services through the Platform.

"Content" means text, images, photographs, videos, audio, voice notes, messages, documents, files, product information, links, specifications and other materials uploaded, submitted, transmitted or generated through the Platform.

"Jonify" means Jonify Imports Limited.

"Order" means a transaction or service request submitted through the Platform, including a Sourcing Order or Shipment Order.

"Order Quantity" means the quantity of goods requested by a Customer in a Sourcing Request.

"Platform" means the Jonify website, mobile application, dashboards, databases, software, interfaces, communication systems, notifications and related technology.

"Quotation" means a commercial offer submitted by an approved Sourcing Agent in response to a Sourcing Request.

"Shipment Order" means an order submitted by a Customer for shipping, warehousing, customs- related coordination or delivery services in circumstances where the Customer already has or has independently arranged the goods.

"Sourcing Fee" means the service fee charged by Jonify for the sourcing service, calculated in accordance with Clause 8.4.

“All Sourcing Fees payable to Jonify under this Agreement are exclusive of VAT, which shall be charged additionally at the statutory rate (currently 7.5%) and borne by the Customer”

"Sourcing Marketplace" means the portion of the Platform through which eligible Customers submit Sourcing Requests and approved Agents may claim and quote for them.

"Sourcing Request" means a structured request submitted by a Customer describing goods the Customer wishes Jonify and/or an approved Agent to source.

"Supplier" means a manufacturer, wholesaler, dealer, trader or other third-party seller from whom goods may be sourced.

"Third-Party Services" means external services integrated with or used in connection with the Platform, including payment providers, cloud infrastructure providers, shipping providers, notification services, artificial intelligence providers and external marketplaces.

"User" means any person or entity accessing or using the Platform, including Customers and Agents.

“VAT” means Value Added Tax as provided in accordance with the applicable tax laws of the Federal Republic of Nigeria.

2Eligibility

You may use the Platform only if:

a.you are at least eighteen (18) years old;

b.you have legal capacity to enter into binding contractual obligations;

c.your use of the Platform is not prohibited by applicable law;

d.information supplied by you is accurate, complete and current; and

e.you comply with these Terms and all applicable laws. Jonify may require additional identity, business, address or other verification information where reasonably necessary for security, fraud prevention, regulatory compliance, payment processing, marketplace participation or fulfilment.

Where verification information is requested and is not supplied within a reasonable period, Jonify may restrict or suspend access to relevant services.

3Nature of the Platform

Jonify operates a technology-enabled sourcing and logistics platform.

Depending on the services available to you, the Platform may enable you to:

a.create Sourcing Requests;

b.use the AI Sourcing Assistant to structure Sourcing Requests;

c.submit product descriptions, specifications and reference images;

d.receive Quotations from approved Sourcing Agents;

e.communicate with Agents and Jonify personnel;

f.accept or request modification of Quotations;

g.pay Jonify for accepted sourcing transactions;

h.access procurement and shipment tracking;

i.submit Shipment Orders;

j.receive warehouse and shipment status updates;

k.receive notifications relating to Orders and deadlines;

l.make payments through supported payment channels; and

m.access other features introduced by Jonify from time to time. Jonify reserves the right to modify, improve, suspend, replace or discontinue any feature of the Platform, provided that such action does not unlawfully deprive a User of rights already accrued in respect of a completed transaction.

4Account Registration

4.1Account Creation

Certain Platform functions require an account.

You agree to:

a.provide accurate and complete information;

b.maintain accurate and current account information;

c.maintain the confidentiality of your login credentials;

d.not permit another person to use your account except as expressly permitted by Jonify;

e.promptly notify Jonify of unauthorised access; and

f.accept responsibility for activity undertaken through your account, except where such activity resulted from circumstances for which you are not legally responsible. Jonify may conduct account verification, including identity or business verification, where reasonably necessary.

4.2Account Security

You are responsible for taking reasonable steps to protect your account credentials.

You must immediately notify Jonify if you suspect:

a.unauthorised access;

b.compromise of your password or authentication credentials;

c.unauthorised transactions;

d.suspicious communications; or

e.any other security incident affecting your account. Jonify may temporarily restrict an account while investigating a suspected security or fraud incident.

4.3Suspension of Accounts

Jonify may suspend, restrict or terminate an account where:

a.false or misleading information has been provided;

b.fraudulent, abusive or unlawful activity is suspected;

c.the Platform is being used in breach of these Terms;

d.an account presents a security or operational risk;

e.the User fails applicable verification requirements;

f.the User attempts to circumvent Platform payment or transaction controls; or

g.suspension is reasonably necessary to comply with law or a lawful regulatory direction.

5Platform Services

5.1Logistics & Shipment Orders

The Platform may allow Customers who have independently sourced or arranged goods to create Shipment Orders.

Shipment Order may include:

a.supplier information;

b.product description;

c.shipping method;

d.cargo details;

e.quantity;

f.warehouse information;

g.shipment destination;

h.customs or documentation information; and

i.other information reasonably required for fulfilment. The Customer is responsible for ensuring that the information supplied is accurate. The Customer acknowledges that actual shipment costs may depend on physical measurements, weight, volume, destination, carrier charges, customs requirements and other circumstances arising after submission of the Shipment Order.

5.2Sourcing Marketplace

The Sourcing Marketplace allows eligible Customers to create Sourcing Requests and receive competitive Quotations from approved Agents.

The marketplace is controlled by Jonify and may apply limits, eligibility requirements, ranking criteria, claim restrictions and other operational controls.

Jonify may determine which Agents are eligible to participate in a particular Sourcing Request based on availability, capacity, verification status, marketplace rules, performance or other legitimate operational criteria.

5.3AI Sourcing Assistant

The Platform may provide an AI Sourcing Assistant to help Customers create Sourcing Requests.

The Customer may:

a.describe desired goods using natural language;

b.provide reference photographs;

c.answer clarification questions;

d.review information extracted or generated by the AI; and

e.edit the resulting draft before submitting it. The AI Sourcing Assistant is an assistive technology and not a substitute for the Customer's review and confirmation. The Customer remains responsible for ensuring that the final Sourcing Request accurately reflects the goods, quantity, specifications, budget and other requirements intended by the Customer. Jonify does not warrant that AI-generated interpretations will always be complete, accurate or commercially suitable.

5.4Sourcing Requests

(1)Customer may create a Sourcing Request through either:

a.AI Guided creation, using the AI Sourcing Assistant; or

b.Manual creation, using the structured Sourcing Request fields.

(2)Sourcing Request may include:

a.product name and category;

b.product description;

c.specifications and variations;

d.Customer Order Quantity;

e.budget or pricing expectations;

f.reference images;

g.delivery requirements;

h.packaging requirements;

i.supplier requirements; and

j.other relevant sourcing information.

Customers must not use the term "MOQ" to describe the quantity they wish to purchase unless the information relates to a Supplier's minimum order quantity.

Supplier MOQ, where relevant, shall be treated as a supplier-side commercial term and shall not automatically determine the Customer's Order Quantity.

5.5Sourcing Agent Claims

(1)Only approved Agents may participate in the Sourcing Marketplace.

Subject to the Platform's applicable controls:

a.a maximum of three (3) Agents may claim the same Sourcing Request;

b.an Agent may maintain a maximum of three (3) active sourcing orders at a time;

c.an Agent who claims a Sourcing Request receives a seventy-two (72) hour period within which to submit a Quotation;

d.if the Agent fails to submit a Quotation within the applicable period, the claim may expire;

e.an expired claim may cause the relevant marketplace slot to become available to another eligible Agent; and

f.Jonify may apply reasonable marketplace controls to preserve service quality and prevent abuse.

(2)The first-three-Agent limit does not constitute a guarantee that three Agents will always claim or quote for a Sourcing Request.

5.6Agent Quotations

(1)Quotation may include:

a.Supplier or company information;

b.product description;

c.photographs;

d.specifications and variations;

e.Customer Order Quantity;

f.unit price and/or pricing basis;

g.Supplier MOQ, where applicable;

h.availability;

i.production or procurement lead time;

j.packaging information;

k.applicable payment terms;

l.relevant supporting documents;

m.shipping estimates where available; and

n.other commercial notes. An Agent is responsible for the accuracy of information contained in its Quotation to the extent that such information is within the Agent's knowledge or reasonably capable of verification. A Quotation remains subject to availability and other stated conditions until accepted by the Customer and confirmed by Jonify where applicable.

5.7Customer Review, Acceptance and Revision

(1)Customers may review Quotations as they become available.

(2)Before all three claimed Agents have submitted Quotations, the Customer may, subject to Platform controls:

a.accept a Quotation; or

b.request a modification or clarification.

(3)Once all three claimed Agents have submitted their Quotations, a twenty-four (24) hour Customer decision period begins.

The Customer may act before the expiry of that period.

(4)Where a Customer requests a modification from an Agent, the relevant Agent shall have twenty-four (24) hours from the modification request to respond, subject to Platform controls.

(5)When the Customer accepts a Quotation:

a.the selected Quotation becomes the applicable commercial offer;

b.the sourcing opportunity is awarded to the selected Agent;

c.other participating Agents may be notified that the opportunity has been awarded; and

d.the transaction proceeds into the applicable payment and procurement process.

(6)Acceptance of a Quotation does not itself constitute confirmation that the Supplier has commenced production or that the goods has been purchased and ready for shipment.

(7)Quotations provided by Jonify are for informational and reference purposes only and may be shared outside the platform solely for such reference. No quotation issued by the platform constitutes a payment receipt, an invoice, or proof of payment for any goods or services sought to be purchased. A quotation does not guarantee price, inventory availability, or an obligation to sell, and final transaction confirmation requires an official invoice and proof of payment processed through Jonify's approved payment channels.

5.8Procurement and Supplier Verification

(1)Following acceptance of a Quotation, Jonify may:

a.calculate the applicable Sourcing Fee and VAT;

b.receive and verify Customer payment;

c.verify Supplier and payment information;

d.coordinate procurement;

e.communicate with the Supplier or Agent;

f.monitor production or procurement progress; and

g.coordinate the transition into the warehouse and shipment process.

(2)Payment verification does not mean that goods are immediately available for shipment.

(3)Production, procurement, supplier preparation and warehouse receipt are separate operational stages.

(4)Jonify may refuse, delay or suspend procurement where it reasonably identifies fraud, supplier risk, sanctions concerns, legal restrictions, payment irregularities, product restrictions or other material risk.

5.9Warehouse and Shipment Handoff

(1)Where sourced goods are sent to a Jonify-designated warehouse in China, the sourcing journey may transition into the shipment journey.

The warehouse may record:

a.receipt;

b.physical weight;

c.volume/CBM;

d.package or cargo information;

e.inspection or handling information; and

f.other information required for shipment.

(2)Actual physical measurements may differ from estimates supplied at the quotation stage and may affect shipping charges.

(3)The applicable shipment terms, carrier conditions and customs requirements shall apply to the shipment stage.

5.10Communication and Chat Features

(1)The Platform may provide messaging between Customers, Agents, Jonify personnel and other authorised participants.

Users must not use messaging functions to:

a.harass or threaten another person;

b.transmit unlawful content;

c.distribute malicious software;

d.engage in fraud;

e.solicit prohibited transactions;

f.disclose another person's private information unlawfully;

g.circumvent Jonify's transaction systems; or

h.conduct transactions outside the Platform for the purpose of avoiding applicable Jonify fees.

(2)Jonify may monitor, review, preserve or disclose communications where reasonably necessary for security, fraud prevention, customer support, dispute resolution, compliance with law or enforcement of these Terms, subject to applicable data-protection law.

(3)Jonify provides a language translation feature to facilitate seamless platform use; however, this feature is provided "as is" and may contain inaccuracies, discrepancies, or errors. To the maximum extent permitted by applicable law, Jonify expressly disclaims all warranties regarding the translation feature and shall not be held liable for any direct, indirect, incidental, or consequential damages, errors, or misunderstandings arising from its use. Users rely on the translated content entirely at their own risk, and the English version of the platform's content shall govern in the event of a conflict.

5.11Notifications and Platform Timers

(1)The Platform may issue notifications concerning:

a.availability of Sourcing Requests;

b.successful Agent claims;

c.approaching or expired Agent quotation deadlines;

d.new Quotations;

e.commencement of the Customer decision timer;

f.Customer modification requests;

g.revised Quotations;

h.accepted Quotations;

i.payment receipt or verification;

j.procurement progress;

k.warehouse receipt;

l.shipment progress; and

m.other material Order events.

(2)Where a deadline is generated by the Platform, the relevant timestamp recorded by Jonify's systems shall ordinarily determine the commencement and expiry of that deadline, subject to correction where there is a demonstrable technical error.

6Prohibited Goods & Customs

(1)Users must not use the Platform to source, purchase, transport or facilitate goods that are unlawful, prohibited or restricted under applicable law.

This includes goods which:

a.are prohibited from import or export;

b.require permits or approvals that have not been obtained;

c.infringe intellectual property rights;

d.are counterfeit or unlawfully reproduced;

e.are dangerous or hazardous where the required approvals or shipping arrangements are absent;

f.are subject to sanctions or trade restrictions;

g.are intended for unlawful purposes; or

h.otherwise violate applicable law.

(2)The Customer remains responsible for providing accurate information concerning the goods.

(3)Jonify may cancel, suspend or refuse a transaction where it reasonably believes that the transaction involves prohibited or restricted goods.

(4)Customers acknowledge that customs authorities and other regulatory bodies may inspect, detain, seize, assess, reclassify or otherwise deal with goods independently of Jonify.

(5)Where customs clearance or regulatory compliance depends on information or documentation supplied by the Customer, the Customer remains responsible for the accuracy and completeness of that information.

7Order Management and Processing

7.1Order and Request Statuses

Depending on the service, Orders may move through statuses including:

7.2Quotation and Sourcing Timelines

(1)The following marketplace timing rules apply unless otherwise expressly communicated:

a.each claimed Sourcing Request gives the claiming Agent seventy-two (72) hours to submit a Quotation;

b.the Customer may review Quotations as they arrive;

c.once all three claimed Agents have submitted Quotations, a twenty-four (24) hour Customer decision period begins;

d.a Customer modification request gives the relevant Agent twenty-four (24) hours to submit a revised Quotation; and

e.an Agent's failure to submit within the applicable period may result in expiry of the claim.

(2)The applicable Platform timestamp shall ordinarily determine the commencement and expiry of the relevant period.

7.3Abandoned, Expired and Unclaimed Requests

(1)Sourcing Request or Order may be treated as expired, inactive or abandoned where:

a.the applicable Customer action period expires;

b.no Agent claims the request within the applicable marketplace period;

c.required information is not supplied;

d.payment is not completed within the applicable period;

e.the Customer becomes unresponsive; or

f.continued processing is not commercially or operationally practicable. Jonify may archive or require re-submission of inactive requests.

7.4Customer Cancellation

(1)Cancellation rights shall depend upon the stage of the transaction and any applicable Refund and Cancellation Policy.

(2)Where procurement, Supplier payment, shipping, customs or other third-party costs have already been incurred, the Customer may be responsible for those costs to the extent legally and contractually applicable.

7.5Agent Cancellation and Default

(1)An Agent must promptly notify Jonify if it cannot fulfil an accepted Quotation.

Jonify may:

a.request another Agent to assist;

b.suspend or remove the Agent from the relevant transaction;

c.restrict the Agent's future marketplace participation;

d.cancel the relevant transaction where necessary; or

e.take other reasonable action under the Agent's applicable agreement with Jonify.

8Payments

8.1Payment Processing

(1)Payments may be processed through third-party payment providers or approved bank-transfer channels.

(2)By making a payment, the Customer authorises Jonify and its relevant payment providers to process, verify and reconcile the transaction.

(3)Jonify may undertake fraud screening, payment verification and transaction monitoring.

8.2User Responsibility

(1)Customers are responsible for:

a.providing accurate payment information;

b.ensuring sufficient funds;

c.reviewing the applicable Quotation and charges before payment;

d.promptly reporting unauthorised transactions; and

e.complying with payment-provider requirements.

8.3Pricing, Fees and Currency

(1)Platform prices may be affected by:

a.Supplier pricing;

b.foreign exchange movements;

c.shipping charges;

d.taxes;

e.customs duties;

f.government charges;

g.warehouse charges;

h.payment-provider fees;

i.changes in availability; and

j.other third-party costs.

(2)Unless expressly stated otherwise, a displayed goods price does not automatically include international shipping, customs duties, taxes or other destination-side charges.

8.4Sourcing Fees

(1)The Customer Sourcing Fee is calculated according to the accepted goods/order value as follows:

a.Orders up to and including ₦2,000,000: ₦50,000 sourcing fee.

b.Orders above ₦2,000,000: 2.5% of the accepted goods/order value.

(2)The Sourcing Fee is distinct from:

a.the cost of goods;

b.international shipping;

c.customs duties;

d.taxes; (VAT)

e.delivery charges; and

f.other third-party charges,

unless expressly stated otherwise in the applicable Quotation or Order.

(3)Jonify shall display applicable taxes including VAT or other statutory charges separately where required.

8.5Agent Earnings

(1)Subject to the Agent's separate agreement with Jonify, an approved Sourcing Agent is entitled to forty percent (40%) of the Sourcing Fee attributable to the successfully accepted Order.

Jonify retains sixty percent (60%) of the applicable Sourcing Fee.

(2)An Agent's earning becomes attributable only in accordance with Jonify's applicable settlement rules and does not automatically become withdrawable merely because a Quotation has been submitted.

(3)Agent earnings may be subject to transaction verification, supplier payment, cancellation, refund, fraud review and other applicable settlement controls.

8.6Refunds and Cancellation

(1)Refunds shall be governed by Jonify's applicable Refund and Cancellation Policy.

(2)Where a refund is legally or contractually due, Jonify may deduct or account for:

a.non-refundable third-party costs;

b.completed services;

c.payment-provider charges where legally permissible;

d.shipping or logistics charges already incurred;

e.customs or government charges already paid;

f.Supplier cancellation charges; and

g.other properly incurred transaction costs.

(3)No provision of these Terms excludes any refund right that cannot lawfully be excluded.

8.7Currency Fluctuations

International sourcing transactions may be affected by movements in CNY/NGN, USD/NGN and other exchange rates.

Where material currency movement occurs before Jonify receives cleared funds or completes procurement, Jonify may re-quote the applicable transaction where reasonably necessary to reflect the actual procurement cost.

Any re-quotation shall identify the material change where reasonably practicable.

8.8Taxes, Duties and Government Charges

(1)Unless expressly included in a Quotation, the Customer is responsible for applicable:

a.customs duties;

b.import taxes;

c.levies;

d.government charges;

e.regulatory fees; and

f.destination-side charges.

(2)Where Jonify collects such charges on behalf of a Customer, Jonify may remit them to the relevant third party or authority in accordance with the applicable transaction.

9Acceptable Use, Platform Integrity and User Content

9.1Compliance with Laws

Users shall comply with all applicable laws, regulations and regulatory requirements, including laws relating to:

a.import and export;

b.customs;

c.taxation;

d.anti-money laundering;

e.sanctions;

f.intellectual property;

g.consumer protection;

h.data protection;

i.electronic transactions; and

j.prohibited or controlled goods.

9.2Restricted Activities

Users shall not:

a.copy, scrape, extract or commercially exploit Platform content without authorisation;

b.use bots, crawlers or unauthorised automated systems to access the Platform;

c.reverse engineer or compromise Platform security;

d.upload malware or malicious code;

e.obtain unauthorised access to accounts or systems;

f.impersonate another person;

g.provide false or misleading information;

h.use the Platform for fraudulent or unlawful activity;

i.interfere with another User's use of the Platform;

j.use Jonify data to train external AI or machine-learning systems without written authorisation;

k.use the Platform to build a competing service through unauthorised extraction or use of Jonify's proprietary information;

l.circumvent Jonify's payment or transaction mechanisms; or

m.engage in off-platform transactions intended to avoid Jonify's applicable service fees.

9.3User Content

(1)Users may upload product descriptions, images, messages, documents, photographs, audio, video and other material.

The User represents and warrants that:

a.the User owns or has sufficient rights to submit the Content;

b.the Content does not unlawfully infringe third-party rights;

c.the Content is not knowingly false or fraudulent;

d.the Content does not contain unlawful or malicious material; and

e.submission of the Content does not breach any confidentiality obligation owed to another person.

(2)The User grants Jonify a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, display and use the Content to the extent reasonably necessary to:

a.operate the Platform;

b.provide sourcing and logistics services;

c.process Orders;

d.communicate with Users;

e.provide customer support;

f.prevent fraud and abuse;

g.maintain security;

h.resolve disputes;

i.comply with law; and

j.improve the Platform, subject always to the applicable Privacy Policy and data-protection law.

(3)This licence does not transfer ownership of the User's underlying intellectual property.

9.4Third-Party Services

(1)The Platform may interact with third-party marketplaces, suppliers, payment providers, cloud providers, shipping providers, AI providers, communication providers and other service providers.

(2)Jonify does not control all aspects of third-party services and cannot guarantee their:

a.availability;

b.accuracy;

c.pricing;

d.reliability;

e.security;

f.processing times; or

g.continued operation.

9.5Off-Platform Transactions and Circumvention

(1)Users and Agents must not use information obtained through the Platform to bypass Jonify's transaction system for the purpose of avoiding applicable fees or diverting transactions.

(2)This includes directly approaching or transacting with a Supplier, Agent, Customer or other commercial participant introduced through the Platform where the purpose or effect is to circumvent Jonify's applicable commercial arrangement.

(3)Jonify may suspend accounts, withhold marketplace participation or pursue other contractual remedies where a User engages in deliberate circumvention.

9.6Enforcement Rights

(1)Jonify may investigate suspected violations and may suspend, restrict, remove Content, cancel transactions or terminate accounts where reasonably necessary to:

a.protect Users;

b.protect the Platform;

c.prevent fraud;

d.comply with law;

e.enforce these Terms; or

f.protect Jonify's legitimate commercial or legal interests.

10Intellectual Property Rights

(1)All intellectual property rights in the Platform, including:

a.software;

b.source code;

c.trademarks;

d.trade names;

e.logos;

f.graphics;

g.designs;

h.databases;

i.interfaces;

j.workflows;

k.documentation;

l.Platform architecture;

m.proprietary processes; and

n.other Jonify-developed materials

are owned by Jonify or its licensors and are protected by applicable intellectual property laws.

Except as expressly permitted by law or by Jonify in writing, Users shall not:

a.copy;

b.reproduce;

c.modify;

d.distribute;

e.commercialise;

f.reverse engineer;

g.decompile;

h.create derivative works from; or

i.exploit

any portion of the Platform.

(2)No ownership interest is transferred to a User merely because the User accesses or uses the Platform.

11Intellectual Property Infringement & Takedown Policy

11.1Respect for Rights

Jonify respects intellectual property rights and expects Users, Agents and Suppliers to do the same.

Jonify does not knowingly facilitate counterfeit, pirated or infringing goods.

11.2Reporting Infringement

A rights holder or authorised representative who believes that Platform Content or goods associated with an Order infringe intellectual property rights may submit an infringement notice to: privacy@jonifyimports.com

11.3Notice Requirements

(1)Notice should include:

a.identification of the rights holder;

b.electronic or physical signature;

c.identification of the relevant intellectual property right;

d.identification of the allegedly infringing Content, listing, Order or product;

e.sufficient information to enable Jonify to locate the relevant material;

f.contact information;

g.a good-faith statement that the use is unauthorised; and

h.confirmation that the information supplied is accurate to the best of the complainant's knowledge.

11.4Jonify's Action

Where appropriate, Jonify may:

a.remove or disable access to Content;

b.suspend a listing or Order;

c.cancel a pending transaction;

d.notify relevant parties;

e.restrict an account; or

f.take other lawful action.

11.5No Liability for Good-Faith Removal

Jonify shall not be liable to a User merely because Content or an Order is suspended, removed or cancelled in good faith while Jonify investigates an alleged infringement or legal violation.

12Third-party Services and Links

(1)The Platform may integrate with or provide links to third-party services, including:

a.payment providers;

b.cloud infrastructure providers;

c.AI and machine-learning providers;

d.communication and notification providers;

e.shipping providers;

f.warehouse operators;

g.customs or logistics service providers;

h.external marketplaces;

i.suppliers; and

j.other technology providers. Third-party services may be governed by their own terms and privacy policies.

(2)Jonify is not responsible for matters exclusively within the control of a third-party provider, except to the extent liability arises from Jonify's own breach, negligence or other actionable conduct.

13Data Protection and Privacy

(1)Jonify recognises the importance of protecting personal data and shall process personal data in accordance with applicable data-protection law, including the Nigeria Data Protection Act 2023 ("NDPA"), applicable regulations and Jonify's Privacy Policy.

Jonify may collect and process information including:

a.name;

b.contact information;

c.account credentials;

d.delivery and billing information;

e.identification and verification information where required;

f.transaction and payment information;

g.sourcing requests;

h.quotations;

i.communications;

j.photographs, documents, audio and other User Content;

k.device and technical information;

l.IP address and usage information;

m.notification preferences;

n.shipment and warehouse information; and

o.other information reasonably required to provide the Platform services. Personal data may be processed for purposes including:

a.account creation and administration;

b.provision of sourcing and logistics services;

c.payment processing;

d.supplier verification;

e.fraud prevention;

f.security;

g.customer support;

h.communications and notifications;

i.transaction management;

j.dispute resolution;

k.analytics and service improvement;

l.compliance with legal obligations; and

m.establishment, exercise or defence of legal claims.

(2)Jonify may engage third-party processors and service providers to process personal data on its behalf.

(3)Where personal data is transferred outside Nigeria or otherwise processed through international infrastructure, Jonify shall implement such safeguards as may be required by applicable law.

(4)Users may have rights under applicable data-protection law, including rights relating to access, correction, deletion, objection, restriction and other legally applicable rights.

(5)The manner in which these rights may be exercised is set out in Jonify's Privacy Policy.

(6)Nothing in these Terms is intended to constitute consent to processing where another lawful basis is required under applicable data-protection law.

(7)Users are responsible for ensuring that personal data supplied to Jonify concerning another person has been lawfully obtained and may lawfully be disclosed to Jonify.

(8)Where an Agent, Supplier or other third party receives personal data through the Platform, that party shall process such data only for legitimate purposes connected with the relevant transaction and shall comply with applicable data-protection obligations.

14Security and Platform Availability

(1)Jonify implements reasonable technical and organisational safeguards intended to protect the Platform and information processed through it.

However, Users acknowledge that:

a.no internet transmission is completely secure;

b.no technology system can guarantee absolute security;

c.third-party infrastructure may experience outages;

d.cyber incidents may occur despite reasonable safeguards; and

e.temporary interruption may be necessary for maintenance, upgrades, security measures or emergency response.

Jonify may:

a.suspend services for maintenance;

b.deploy security updates;

c.restrict access during security incidents;

d.modify system architecture;

e.disable compromised features; and

f.implement other measures reasonably necessary to protect the Platform. Jonify does not guarantee uninterrupted availability.

15Disclaimers

(1)The Platform is provided on an "AS IS" and "AS AVAILABLE" basis to the maximum extent permitted by applicable law.

Jonify does not guarantee:

a.uninterrupted Platform availability;

b.error-free operation;

c.successful sourcing outcomes;

d.Supplier availability;

e.Supplier solvency or performance;

f.product quality;

g.exact conformity between product photographs and physical goods;

h.continuous availability of marketplace listings;

i.accuracy of third-party marketplace information;

j.fixed shipping timelines;

k.customs clearance outcomes;

l.uninterrupted communications;

m.exchange rates;

n.AI-generated recommendations or classifications; or

o.that a particular Sourcing Request will receive three Quotations.

(2)The Customer is responsible for reviewing the final Quotation before acceptance and payment.

(3)Jonify is not a manufacturer or independent product-certification body unless expressly stated otherwise.

(4)Unless separately agreed, Jonify does not guarantee that goods will be independently inspected before shipment.

(5)Customers requiring physical inspection, testing, certification or verification should request and obtain the applicable service before authorising shipment where such service is available.

(6)For shipment services, any displayed transit period is an estimate rather than an absolute delivery guarantee. Current indicative guidance may include approximately 45–60 days for sea freight and 3–5 days for air freight, but actual transit may vary because of carrier schedules, customs, weather, congestion, regulatory restrictions and other circumstances.

16Limitation of Liability

(1)To the maximum extent permitted by law, Jonify shall not be liable for indirect, incidental, special or consequential losses, including loss of profit, loss of business opportunity, business interruption, reputational loss or loss arising solely from third-party conduct.

Jonify shall not be responsible for loss caused exclusively by:

a.a Supplier;

b.an independent Sourcing Agent;

c.a shipping carrier;

d.customs authorities;

e.payment providers;

f.external marketplaces;

g.cloud or technology providers;

h.exchange-rate movements;

i.government restrictions;

j.inaccurate information supplied by the User; or

k.events beyond Jonify's reasonable control.

(2)Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.

(3)Subject to the foregoing, where liability may lawfully be limited, Jonify's aggregate liability arising directly from a particular transaction shall not exceed the amount of the Jonify service fee actually paid by the Customer in respect of that transaction, excluding:

a.the purchase price of goods;

b.shipping charges paid to third parties;

c.customs duties;

d.taxes;

e.government charges; and

f.other third-party amounts.

(4)Nothing in this Clause limits liability for fraud or any other liability which cannot lawfully be excluded or limited.

17Indemnity

(1)To the extent permitted by law, a User agrees to indemnify and hold harmless Jonify, its directors, officers, employees and service providers against claims, losses, liabilities, penalties, costs and reasonable expenses arising from:

a.the User's breach of these Terms;

b.unlawful use of the Platform;

c.fraudulent or deceptive conduct;

d.infringement of third-party rights;

e.unlawful User Content;

f.violation of customs or import/export requirements;

g.misuse of the Platform; or

h.transactions undertaken outside the Platform in breach of these Terms.

(2)The indemnity shall not apply to the extent that the relevant loss was caused by Jonify's own negligence, fraud, wilful misconduct or breach of applicable law.

18Suspension and Termination

(1)Jonify may suspend or terminate access where:

a.these Terms are breached;

b.fraudulent activity is suspected;

c.security risks arise;

d.required by law or regulatory authority;

e.the User repeatedly fails to complete required payments;

f.the User engages in deliberate circumvention;

g.the User provides materially false information; or

h.continued access creates material operational, legal or security risk.

(2)User may stop using the Platform at any time.

(3)Termination does not automatically cancel obligations arising from transactions already entered into.

(4)Where an Order is in progress at the time of suspension or termination, Jonify may take reasonable steps to complete, cancel or otherwise resolve the transaction having regard to the interests of the User, third parties and applicable law.

19Confidentiality

(1)Users shall not misuse or disclose confidential information obtained through the Platform.

Confidential information may include:

a.Supplier information;

b.pricing structures;

c.sourcing information;

d.Agent commercial information;

e.customer information;

f.business processes;

g.operational systems;

h.internal communications;

i.trade secrets; and

j.non-public Platform information. This obligation does not apply to information which:

a.is publicly available through no breach;

b.was lawfully known before disclosure;

c.is independently developed; or

d.must be disclosed by law or lawful regulatory order.

20Force Majeure

(1)Jonify shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including:

a.cyberattacks;

b.telecommunications failures;

c.internet outages;

d.cloud infrastructure failures;

e.payment-system failures;

f.external marketplace failures;

g.AI or API failures;

h.shipping disruptions;

i.port congestion;

j.customs restrictions;

k.government restrictions;

l.changes in law;

m.civil unrest;

n.strikes;

o.war or terrorism;

p.natural disasters;

q.fire or flood; and

r.other events beyond reasonable control.

(2)Jonify shall take reasonable steps to mitigate the effects of a Force Majeure Event where practicable.

21Governing Law and Dispute Resolution

(1)These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

(2)Any dispute arising out of or relating to these Terms shall first be addressed through good-faith discussions between the affected parties.

(3)Where a dispute is not resolved within thirty (30) days after written notification of the dispute, either party may refer the dispute to binding arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023.

(4)The arbitration shall ordinarily be conducted by one arbitrator appointed in accordance with applicable law.

(5)Nothing in this Clause prevents Jonify from seeking urgent injunctive, protective or interim relief from a court of competent jurisdiction where such relief is reasonably necessary to protect intellectual property, confidential information, personal data, Platform security or other legitimate rights.

(6)Class Action Waiver: TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The parties expressly waive their right to file or participate in any class action or to seek relief on a class-wide basis in any forum. Unless both parties agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

22Changes to These Terms

(1)Jonify may amend these Terms where reasonably necessary to:

a.reflect changes to the Platform;

b.introduce new services;

c.comply with law;

d.address security or operational requirements;

e.clarify existing provisions; or

f.reflect changes in Jonify's business model.

(2)Where a change is material, Jonify may provide reasonable notice through the Platform, email, in-app notification or other appropriate means.

(3)The effective date of a revised version shall be stated at the beginning of the Terms.

(4)Where applicable law requires affirmative consent to a material change, Jonify shall obtain such consent.

(5)Continued use of the Platform after the effective date of a revised version may constitute acceptance where permitted by law.

23Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

24Entire Agreement

These Terms, together with:

a.the Privacy Policy;

b.Cookie Policy;

c.Refund and Cancellation Policy;

d.applicable Agent Terms;

e.applicable service-specific terms; and

f.any transaction-specific terms expressly incorporated into an Order,

constitute the agreement governing use of the Platform, except where a separate written agreement expressly overrides a particular provision.

Where there is an inconsistency between these Terms and a transaction-specific written agreement expressly entered into by Jonify and the Customer, the transaction-specific agreement shall prevail to the extent of the inconsistency.

25Survival

(1)The following provisions shall survive account deletion, suspension or termination to the extent applicable:

a.Intellectual Property Rights;

b.Confidentiality;

c.Data Protection and lawful retention obligations;

d.Payment obligations;

e.outstanding transaction liabilities;

f.Indemnities;

g.Limitation of Liability;

h.Dispute Resolution;

i.Governing Law;

j.User Content rights necessary for lawful retention and dispute resolution; and

k.any provision which by its nature is intended to survive termination.

(2)Jonify may retain transaction records, communications, payment records, identity-verification information and other information where reasonably necessary for:

a.legal compliance;

b.regulatory requirements;

c.accounting and tax obligations;

d.fraud prevention;

e.dispute resolution;

f.security;

g.audit purposes;

h.establishment or defence of legal claims; or

i.enforcement of contractual rights.

(3)Retention shall remain subject to applicable data-protection law and Jonify's Privacy Policy.

(4)Deletion of an account does not extinguish accrued rights, liabilities or obligations.

26Contact Information

For questions, complaints, legal notices, data-protection enquiries or other matters relating to these Terms, please contact:

For privacy and data-protection matters:

For legal corresponds, claims and notices:

These Terms should be read together with Jonify's Privacy Policy, Cookie Policy, Refund and Cancellation Policy and, where applicable, separate Sourcing Agent Terms.

Where the Platform processes personal data through AI providers, payment processors, communication providers, cloud infrastructure providers, Agents, warehouse operators or other service providers, Jonify shall maintain appropriate contractual and technical arrangements governing such processing.

Nothing in these Terms is intended to diminish any mandatory consumer, data-protection, payment, customs or other statutory right that cannot lawfully be excluded.