Merchant Terms and Conditions


  1. CeLD Innovations Limited (“CeLD”) is Africa’s first Universal Gamification of Expenditure Company; whose principal product is the CashToken. CeLD is also in the business of Merchant aggregation and e-commerce via its platform and affiliate platforms. CeLD also operates NaijaCashToken marketplace, a platform that allows merchants to sell their products to the public over the Internet. This platform is currently provided on the website but may be provided on different websites, marketplaces, or applications in the future.
  2. The merchant will have the opportunity to sell their products on the NaijaCashToken platform. The platform is entitled to accept purchase orders on behalf of the seller. By agreeing to these Terms of Service, the merchant authorizes the platform to accept binding orders from customers on their behalf.
  3. CeLD may carry out changes to the website or service, or suspend the service, without notice.
  4. The merchant agrees to provide a discount on all packages uploaded on NaijaCashToken marketplace. The discount will be used to reward customers of the merchant.

CeLD Rights and Obligations

  1. The merchant acknowledges that the relationship between customers and NaijaCashToken marketplace is governed by the general terms and conditions which are available on the website.
  2. The NaijaCashToken marketplace will present on the website the products listed by the seller. The merchant will be responsible for listing their own products.
  3. The NaijaCashToken Marketplace is authorized to accept binding sales on behalf of the merchant and will be careful to pass order data on to the merchant as well as technology allows.
  4. To maintain its reputation for quality and high standard of service, NaijaCashToken reserves the right to terminate the relationship with the merchant if the merchant repeatedly receives bad reviews or complaints or fails to comply with its recommendations.

Merchant’s Rights and Obligations

  1. The merchant is obliged to provide all the information necessary when listing a product on NaijaCashToken marketplace. This should include but is not limited to, a detailed title and subtitle, price, quantity, picture, and description. The merchant must never knowingly deceive a potential customer by misrepresenting their product(s).
  2. The merchant guarantees that the information on NaijaCashToken marketplace relating to his products satisfies all legal requirements, and satisfies information requirements for consumer protection.
  3. The merchant will be responsible for keeping an up-to-date inventory of all their products listed on NaijaCashToken marketplace.
  4. The merchant guarantees that the information provided by him does not violate any third party’s copyright.
  5. The merchant will contact the customers no more than is necessary for processing the transactions referred to by NaijaCashToken marketplace. In particular, the merchant will not send any advertising email or other commercial advertisements to the customer without prior agreement from CeLD Innovations Limited or the expressed wish of the customer. When delivering products sold via NaijaCashToken marketplace, the merchant will not advertise any of NaijaCashToken marketplace competitors.
  6. Where delivery is offered by the merchant, the merchant will process orders and arrange delivery with all reasonable care the moment receipt of confirmation of sale is received through the NaijaCashToken marketplace site via email and / or text message. The delivery options and time indicated on their listing is binding. The merchant is required to keep his advertised products and services available to the best of his ability as repeated stock-outs may result in the removal of the merchant and all their products from the NaijaCashToken Marketplace platform.
  7. If the merchant cannot fulfill an order submitted to him, he must notify CeLD Innovations Limited within 30 minutes of receiving the order.
  8. The merchant agrees to adhere to his range of products and prices as provided to the NaijaCashToken Marketplace platform and as described on their listing on the website. The merchant guarantees that there are no ongoing criminal, bankruptcy, tax proceedings, or other penalties outstanding about the products they are selling through the platform. The merchant further guarantees to take great care to keep up to date with his range of products, stock count, prices, and associated terms and conditions.

Account Activation

  1. The person signing up for the service by opening an account will be the contracting party for our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Merchant in connection with the Service. You are responsible for ensuring that the name of the Merchant (including the legal name of the company that owns the Store, if applicable) is rightly associated with the store.
  2. If you are signing up on the NaijaCashToken Marketplace platform on behalf of your employer, your employer shall be the Merchant. If you are signing up on the NaijaCashToken marketplace platform on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
  3. Your NaijaCashToken Store can only be associated with one Merchant. A Merchant may have multiple NaijaCashToken marketplace Stores. “Store” means the online retail location(s) associated with the Account.

Staff Accounts

  1. You may create one or more staff accounts (“Staff Accounts”), allowing other people to access the account. With Staff Accounts, the Merchant can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
  2. The Merchant is responsible and liable for the acts, omissions, and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Merchant’s own acts, commissions, or defaults.
  3. The Merchant and the users under Staff Accounts are each referred to as a “NaijaCashToken User”.


  1. Merchants will be required to provide their account information for settlement for services provided.
  2. Merchants will be settled for transactions based on a T+2 timeline; this represents that payment will be made within 48 hours. The settlement timeline may be reviewed by CeLD Innovations Limited from time to time and any intended change would be communicated to you in advance.
  3. CeLD Innovations Limited will notify you if a payment will be delayed and keep you informed till the payment is made.
  4. CeLD Innovations Limited reserves the right to withhold payment in the event of suspected fraudulent activity until it is proven that the merchant is non complicit.

Privacy & Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. CashToken Reward Africa’s Confidential Information includes all information that you receive relating to us, or the Services, that is not known to the public including information related to our security program and practices.
  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and by any other obligations in these Terms of Service including this clause. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than:
    • By or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or
    • As required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
  3. Confidential Information shall not include any information that the receiving party can prove:
    • Was already in the public domain or was already known by or in the possession of the receiving party, at the time of disclosure of such information.
    • Is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or
    • Is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.


  1. CeLD Innovations Limited reserves the right to provide its services to its competitors and makes no promise of exclusivity in any market segment.
  2. In 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, government-issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
  3. CeLD Innovations Limited retains the right to determine the rightful account ownership and transfer an account to the rightful Merchant. If we are unable to reasonably determine the rightful Merchant, without prejudice to our other rights and remedies, CeLD Innovations Limited reserves the right to temporarily disable an account until a resolution has been determined between the disputing parties.


  1. The merchant indemnifies CeLD Innovations Limited from all claims arising about matters outside the control of the Naija CashToken marketplace, including but not limited to the quality of goods and services provided by the seller. The merchant further indemnifies CeLD Innovations Limited from third parties’ claims resulting from any violation of laws and regulations by the seller. You expressly understand and agree that, to the extent permitted by applicable laws, CeLD Innovations Limited 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.
  2. To the extent permitted by applicable laws, in no event shall CeLD Innovations Limited 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. You agree to indemnify and hold CeLD Innovations Limited and its subsidiaries, affiliates, 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, or your violation of any law or the rights of a third party.
  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.
  4. CeLD Innovations Limited does not guarantee that the Services will be uninterrupted, timely, secure, or error-free.
  5. CeLD Innovation Limited is not responsible for any of your tax obligations or liabilities related to the use of the NaijaCashToken Marketplace.


  1. If a single clause in this agreement is invalid, the invalidity will not affect the validity of the remaining both parties will endeavour to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies if the agreement is found to be incomplete.
  2. CeLD Innovations Limited reserves the right to modify his General Terms and Conditions with adequate notice to the merchant via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
  3. The changed terms and conditions are considered agreed by the merchant if he does not object to them in writing within 2 weeks of receiving notice of the changes.
  4. Any terms and conditions of the merchant are not part of this agreement unless CeLD Innovations Limited expressly agrees to adhere to them in writing.

Terms and Termination

  1. This agreement is valid as soon as the merchant signs the contract, or fulfills an order referred by Naija CashToken marketplace, and remains valid indefinitely, until termination by either party. This agreement will be terminated at any time, with a notice period of thirty (30) days, in writing, by email, post, or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by CeLD Innovations Limited for an important cause remains unaffected.
  2. The right to immediate termination in particular covers the case where the merchant repeatedly receives negative ratings and reviews on the website. Where the merchant repeatedly provides misleading information or withholds information required by CeLD Innovations Limited, CeLD Innovations Limited can terminate this agreement.