Terms of Service:
By signing up for the SMERP services or any of the services
of SMERP or its affiliate services (“SMERP”) you are agreeing to be bound by
the following terms and conditions (“Terms of Service”).
The services offered by SMERP under the Terms of Service
include various products and services to help you sell goods and services to
buyers, whether online (“Online Services”), in person (“POS Services”) or the
use of the inventory management system or all of the aforementioned. Any such
services offered by SMERP are referred to in these Terms of Services as the
“Services”. Any new features or tools which are added to the current Services
shall be also subject to the Terms of Service.
SMERP reserves the right to update and change the Terms of
Service by posting updates and changes to the SMERP website. You are advised to
check the Terms of Service from time to time for any updates or changes that
may impact you.
You must read, agree with and accept all of the
terms and conditions contained in this Terms of Service agreement.
Everyday language summaries are provided for convenience only
and are not legally binding. Please read the “Terms of Service” for the
complete picture of your legal requirements. By using SMERP or any SMERP
services, you are agreeing to these terms. Be sure to occasionally check back
1. Account Terms
must be 21 years or older or at least the age of majority in the jurisdiction
where you reside or from which you use this Service.
access and use the Services, you must register for a SMERP account (“Account”)
by providing your full legal name, current address, phone number, a valid email
address, and any other information indicated as required. SMERP may reject your
application for an Account, or cancel an existing Account, for any reason, in
our sole discretion.
acknowledge that SMERP will use the email address you provide as the primary
method for communication.
are responsible for keeping your password secure. SMERP cannot and will not be
liable for any loss or damage from your failure to maintain the security of
your Account and password.
are responsible for all activity and content such as photos, images, videos,
graphics, written content, audio files, code, information, or data uploaded,
collected, generated, stored, displayed, distributed, transmitted or exhibited
on or in connection with your Account (“Materials”).
breach or violation of any term in the Terms of Service, including the
Acceptable Use Policy (AUP), as determined in the sole discretion of SMERP will
result in an immediate termination of your services.
You are responsible for your Account and any
Materials you upload to the SMERP Service. Remember that with any violation of these
terms we will cancel your service.
If we need to reach you, we will send you an
2. Account Activation
2.1. SMERP Account
to sign up, the person signing up for the Service will be the contracting party
(“Account Owner”) for the purposes of our Terms of Service and will be the
person who is authorized to use any corresponding account we may provide to the
Account Owner in connection with the Service.
you are signing up for the Service on behalf of your employer, your employer
shall be the Account Owner. If you are signing up for the Service on behalf of
your employer, then you represent and warrant that you have the authority to
bind your employer to our Terms of Service.
2.2. Domain Names
purchasing a domain name through SMERP, domain registration will be preset to
automatically renew each month/year so long as your SMERP Account remains
active. You acknowledge that it is your sole responsibility to deactivate the
auto-renewal function should you choose to do so.
The person signing up for the SMERP Service is responsible for the account and
is bound by these Terms of Service. If you sign up on behalf of your employer,
your employer owns the account and is also bound by our Terms of Service.
We automatically create accounts for you to accept
payments. You are responsible for activating and deactivating these accounts.
Any domain you purchase through us will automatically renew unless you opt out.
3. General Conditions
ou must read, agree with and accept all
of the terms and conditions contained in these Terms of Service
support is only provided to paying Account holders and is only available via
Terms of Service shall be governed by and interpreted in accordance with the
laws of the Federal Republic of Nigeria.
acknowledge and agree that SMERP may amend these Terms of Service at any time
by posting the relevant amended and restated Terms of Service on SMERP’s
website and such amendments to the Terms of Service are effective as of
the date of posting. Your continued use of the Services after the amended Terms
of Service are posted to SMERP’s website constitutes your agreement
to, and acceptance of, the amended Terms of Service. If you do not agree to any
changes to the Terms of Service, do not continue to use the Service.
shall not use the SMERP service for any illegal or unauthorized purpose nor
shall you, in the use of the Service, violate any laws in your jurisdiction
(including but not limited to copyright laws), the laws applicable to you in
your customer’s jurisdiction, or the laws of Nigeria and the Federal Republic
of Nigeria. You will comply with all applicable laws, rules and regulations in
your use of the Service.
agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of
the Service, use of the Service, or access to the Service without the express
written permission by SMERP.
shall not purchase search engine or other pay per click keywords (such as
Google AdWords), or domain names that use SMERP or SMERP trademarks and/or
variations and misspellings thereof.
about the Terms of Service should be sent to
understand that your Materials (not including credit card information), may be
transferred unencrypted and involve (i) transmissions over various networks;
and (ii) changes to conform and adapt to technical requirements of connecting
networks or devices. Credit Card information is always encrypted during transfer
acknowledge and agree that your use of the Service, including information
Terms of Service may be available in languages other than English. To the
extent of any inconsistencies or conflicts between these English Terms of
Service and SMERP’s Terms of Service available in another language, the most
current English version of the Terms of Service will prevail.
The SMERP service belongs to us. You are
not allowed to rip it off or use it for any illegal or sketchy purpose.
If a dispute arises the issue will be
dealt with in and according to the laws of the Federal Republic of Nigeria.
Your Materials may be transferred
unencrypted and may be altered, but credit card information is always
4. SMERP Rights
reserve the right to modify or terminate the Service for any reason, without
notice at any time.
reserve the right to refuse service to anyone for any reason at any time.
may, but have no obligation to, remove Materials and suspend or terminate
Accounts if we determine in our sole discretion that the goods or services
offered via a store, or the Materials uploaded or posted to a store or these
Terms of Service.
or written abuse of any kind (including threats of abuse or retribution) of any
SMERP customer, SMERP employee, member, or officer will result in immediate
does not pre-screen Materials and it is in our sole discretion to refuse or
remove any Materials from the Service.
reserve the right to provide our services to your competitors and make no
promise of exclusivity in any particular market segment. You further
acknowledge and agree that SMERP employees and contractors may also be SMERP
customers/merchants and that they may compete with you, although they may not
use your confidential information in doing so.
the event of a dispute regarding Account ownership, we reserve the right to
request documentation to determine or confirm Account ownership. Documentation
may include, but is not limited to, a scanned copy of your business license,
the government issued photo ID, the last four digits of the credit card on
retains the right to determine, in our sole judgment, rightful Account
ownership and transfer an Account to the rightful owner. If we are unable to
reasonably determine the rightful Account owner, SMERP reserves the right to
temporarily disable an Account until a resolution has been determined by the
we can modify,
cancel or refuse the service at any time.
In the event of an ownership dispute over a SMERP account, we
can freeze the account or transfer it to the rightful owner.
5. Limitation of Liability
expressly understand and agree that SMERP shall not be liable for any direct,
indirect, incidental, special, consequential or exemplary damages, including
but not limited to, damages for loss of profits, goodwill, use, data or other
intangible losses resulting from the use of or inability to use the service.
no event shall SMERP or our suppliers be liable for lost profits or any
special, incidental or consequential damages arising out of or in connection
with our site, our services or these Terms of Service (however arising
including negligence). You agree to indemnify and hold us and (as applicable)
our parent, subsidiaries, affiliates, SMERP partners, officers, directors,
agents, employees, and suppliers harmless from any claim or demand, including
reasonable attorneys’ fees, made by any third party due to or arising out of
your breach of these Terms of Service or the documents it incorporates by
reference (including the AUP), or your violation of any law or the rights of a
use of the Service is at your sole risk. The Service is provided on an “as is”
and “as available” basis without any warranty or condition, express, implied or
does not warrant that the Service will be uninterrupted, timely, secure, or
does not warrant that the results that may be obtained from the use of the
Service will be accurate or reliable.
does not warrant that the quality of any products, services, information, or
other Materials purchased or obtained by you through the Service will meet your
expectations, or that any errors in the Service will be corrected.
we are not responsible if you break the
law, breach this agreement or go against the rights of a third party,
especially if you get sued.
Service is “as is” so it may have errors or interruptions and we provide no
6. Waiver and Complete Agreement
The failure of SMERP to exercise or enforce any right or
provision of the Terms of Service shall not constitute a waiver of such right
or provision. The Terms of Service and the documents it incorporates by
reference constitute the entire agreement between you and SMERP and govern your
use of the Service, superseding any prior agreements between you and SMERP
(including, but not limited to, any prior versions of the Terms of Service).WHICH
If SMERP chooses
not to enforce any of these provisions at any time, it does not mean that they
give up that right later.
These terms of service make up the agreement that applies to
you. This means that any previous agreements between you and SMERP don’t apply
if they conflict with these terms.
7. Intellectual Property and Customer Content
do not claim any intellectual property rights over the Materials you provide to
the SMERP service. All Materials you upload remains yours. You can remove your
SMERP store at any time by deleting your Account.
uploading Materials, you agree: (a) to allow other internet users to view the
Materials you post publicly to your store; (b) to allow SMERP to store, and in
the case of Materials you post publicly, display, your Materials; and (c) that
SMERP can, at any time, review all the Materials submitted to its Service,
although SMERP is not obligated to do so.
retain ownership over all Materials that you upload to a SMERP store; however,
by making your store public, you agree to allow others to view Materials that
you post publicly to your store. You are responsible for compliance with the
Materials with any applicable laws or regulations.
will not disclose your confidential information to third parties, except as
required in the course of providing our services. Confidential information
includes any Materials or information provided by you to us which is not
publicly known. Confidential information does not include information that:
in the public domain at the time we received it
into the public domain after we received it through no fault of ours
received from someone other than you without breach of our or their
confidentiality obligations; or
are required by law to disclose.
shall have the non-exclusive right and license to use the names, trademarks,
service marks and logos associated with your store to promote the Service.
you upload remains yours and your responsibility.
8. Theme Store
may establish the appearance of your SMERP store with a design template
from SMERP's Theme Store (“a Theme”). If you download a Theme, you
are licensed to use it for a single store only. You are free to transfer a
Theme to a second one of your own stores if you close your first store. To
initiate a transfer of a Theme to a second one of your stores, please
you are not permitted to transfer or
sell a Theme to any other person’s store on SMERP or elsewhere. Multiple stores
require multiple downloads and each download is subject to the applicable fee.
SMERP gives no assurance that a particular Theme will remain available for
may modify the Theme to suit your store. SMERP may add or modify the footer
that refers to SMERP at its discretion. SMERP may modify the Theme where it
contains, in our sole discretion, an element that violates the SMERP Terms of
Service, even if you received the Theme in that condition. SMERP may modify the
Theme to reflect technical changes and updates as required.
intellectual property rights of the Theme remain the property of the designer.
If you exceed the rights granted by your purchase of a Theme, the designer may
take legal action against you, and SMERP may take administrative action such as
modifying your store or closing your store.
support for a Theme is the responsibility of the designer, and SMERP accepts no
responsibility to provide such support. SMERP may be able to help you contact
is the responsibility of the user, and not SMERP, to ensure that the
installation of a new theme does not overwrite or damage the current or
pre-existing theme, or UI, of the user.
can purchase our Themes to use for one store at a time. Feel free to modify our
Theme, but respect that the designers own their Themes, so don’t infringe on
their rights. For Theme-related problems, contact the designer. Note that
Themes may disappear over time and are subject to change.
9. SMERP Experts
Experts is an online directory of independent third parties
("Experts") that can help you build and operate your SMERP store.
SMERP does not employ Experts and is in no way affiliated with Experts.
does not endorse Experts and takes no responsibility for any work performed by
Experts or failure to fulfil a work order. Links to websites of Experts,
announcements about services or offers, and responses to email inquiries
regarding Experts, are provided solely for informational purposes at the
discretion of SMERP and shall not be construed or imply permission, or an
affiliation, position regarding any issue in controversy, authentication,
appraisal, sponsorship, nor a recommendation or endorsement of any website,
product, service, activity, business, organization, or person, and any offers,
products, services, statements, opinions, content or information on any linked
no circumstances shall SMERP be liable for any direct, indirect, incidental,
special, consequential, exemplary or other damages whatsoever, including,
without limitation, any direct, indirect, incidental, special, consequential,
exemplary or other damages that result from any contractual relationship between
you and SMERP experts. These limitations shall apply even if SMERP has been
advised of the possibility of such damages. The foregoing limitations shall
apply to the fullest extent permitted by law.
are not employees of SMERP and we are not responsible for them.
10. Payment of Fees
Cancellation and Termination
may cancel your Account at any time by emailing
and then following the specific instructions indicated to
you in SMERP’s response.
termination of the Services by either party for any reason:
will cease providing you with the Services and you will no longer be able to
access your Account;
nless otherwise provided in the Terms of Service, you will not
be entitled to any refunds of any Fees, pro rata or otherwise;
ny outstanding balance owed to SMERP for your use of the
Services through the effective date of such termination will immediately become
due and payable in full; and
our store website will be taken offline.
f you purchased a domain name through SMERP, upon cancellation
your domain will no longer be automatically renewed. Following the
cancellation, it will be your sole responsibility to handle all matters related
to your domain with the domain provider.
f at the date of termination of the Service, there are any
outstanding Fees owing by you, you will receive one final invoice via email.
Once that invoice has been paid in full, you will not be charged again.
reserve the right to modify or terminate the SMERP Service or your Account for
any reason, without notice at any time.
Without limiting any other remedies, SMERP may suspend or terminate your
Account if we suspect that you (by conviction, settlement, insurance or escrow
investigation, or otherwise) have engaged in fraudulent activity in connection
with the Site.
To initiate a cancellation, email
will respond with specific information regarding the cancellation process for
Once a cancellation is confirmed, domains purchased
through SMERP will no longer be automatically renewed. If you cancel in the
middle of your billing cycle, you’ll have one last email invoice.
We may change or cancel your account at
any time. Any fraud and we will suspend or cancel your account.
11. Modifications to the Service and Prices
for using the Services are subject to change upon 30 days’ notice from SMERP.
Such notice may be provided at any time by posting the changes to the SMERP
Site (SMERP.ng) or the administration menu of your SMERP store via an
reserves the right at any time, and from time to time, to modify or
discontinue, the Service (or any part thereof) with or without notice.
shall not be liable to you or to any third party for any modification, price
change, suspension or discontinuance of the Service.
we may change or discontinue the service
at any time, without liability.
12. Third Party Services
addition to these Terms of Service, you also agree to be bound by the
additional service-specific terms applicable to services you purchase from, or
that are provided by, SMERP’s partners or other third parties.
may from time to time recommend, provide you with access to, or enable
third-party software, applications (“Apps”), products, services or website
links (collectively, “Third Party Services”) for your consideration or use,
including via the SMERP App Store. Such Third Party Services are made available
only as a convenience, and your purchase, access or use of any such Third Party
Services is solely between you and the applicable third party services provider
(“Third Party Provider”). Any use by you of Third Party Services offered
through the Services or SMERP’s website is entirely at your own risk and
discretion, and it is your responsibility to read the terms and conditions
and/or privacy policies applicable to such Third Party Services before using
them. In some instances, SMERP may receive a revenue share from Third Party
Providers that SMERP recommends to you.
do not provide any warranties with respect to Third Party Services. You
acknowledge that SMERP has no control over Third Party Services and shall not
be responsible or liable to anyone for such Third Party Services. The
availability of Third Party Services on SMERP’s websites, including the SMERP
App Store, or the integration or enabling of such Third Party Services with the
Services does not constitute or imply an endorsement, authorization,
sponsorship, or affiliation by or with SMERP. SMERP does not guarantee the
availability of Third Party Services and you acknowledge that SMERP may disable
access to any Third Party Services at any time in its sole discretion and
without notice to you.
SMERP is not responsible or liable to anyone for discontinuation
or suspension of access to, or disablement of, any Third Party Service. SMERP
strongly recommends that you seek specialist advice before using or relying on
Third Party Services, to ensure they will meet your needs. In particular, tax
calculators should be used for reference only and not as a substitute for
independent tax advice when assessing the correct tax rates you should charge
to your customers.
you install or enable a Third Party Service for use with the Services, you
grant us permission to allow the applicable Third Party Provider to access your
data and to take any other actions as required for the interoperation of the
Third Party Service with the Services, and any exchange of data or other
interaction between you and the Third Party Provider is solely between you and
such Third Party Provider. SMERP is not responsible for any disclosure,
modification or deletion of your data or other Materials, or for any
corresponding losses or damages you may suffer, as a result of access by a Third
Party Service or a Third Party Provider to your data or other Materials.
no circumstances shall SMERP be liable for any direct, indirect, incidental,
special, consequential, punitive, extraordinary, exemplary or other damages
whatsoever that result from any Third Party Services or your contractual
relationship with any Third Party Provider, including any Expert. These
limitations shall apply even if SMERP has been advised of the possibility of
such damages. The foregoing limitations shall apply to the fullest extent
permitted by applicable law.
agree to indemnify and hold us and (as applicable) our parent, subsidiaries,
affiliates, SMERP partners, officers, directors, agents, employees, and
suppliers harmless from any claim or demand, including reasonable attorneys’
fees, arising out of your use of a Third Party Service or your relationship
with a Third Party Provider.
are not responsible for third party services so use them at your own risk. If
you use any third party services on the SMERP platform, you permit us to send
your data to those services. If you use them you agree that we do not provide a
warranty, so get
13. Privacy & Data Protection
SMERP is firmly committed to protecting the privacy of your personal
information and the personal information of your customers. By using the
Service, you acknowledge and agree that SMERP’s collection, usage and
SMERP’s use and collection of