Terms and Conditions (“Agreement”)

Last updated: December 21, 2023

Please read these Terms and Conditions (“Agreement”) carefully before clicking the “I Agree” button, downloading or using ShapShap On-demand (“Application” or “Service”). This Agreement is applicable to customers, drivers and vendors of SHAPSHAP TECHNOLOGIES LIMITED who make use of the Application. This Agreement (including the use of the term “Application” or “Service” hereafter) also extends to the use of SHAPSHAP Service by service providers and their customers via application programming interface (“API”) integration. 

By clicking the “I Agree” button, downloading or using the Application or Service, you are agreeing to be bound by the terms and conditions of this Agreement. 

This Agreement is a legal agreement between you (either an individual or a single entity) and SHAPSHAP TECHNOLOGIES LTD and it governs your use of the Application and Service made available to you by SHAPSHAP TECHNOLOGIES LTD.

If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Application, or Service directly or via API integration.

The Application is licensed, not sold, to you by SHAPSHAP TECHNOLOGIES LTD for use strictly in accordance with the terms of this Agreement.

1. Licence

1. SHAPSHAP TECHNOLOGIES LTD grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.

2. Restrictions

You agree not to, and you will not permit others to:

1. modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application;

2. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of SHAPSHAP TECHNOLOGIES LTD or its affiliates, partners, suppliers or licensors of the Application; or

3. attempt to gain unauthorised access to or impair any aspect of the Application or its related systems or networks.

3.  Consideration (Subscription Fee)

1. As consideration for the use of the Services, you agree to pay a fee (Subscription fee), which will be displayed on the Application or on third party applications and e-commerce platforms;

2. The delivery fee would be determined based on the type of subscription plan you use.

3. The mode of payment will be as selected by you on the Application or on the third party application or e-commerce platforms;.

By selecting your preferred mode of payment, you agree to be bound by the payment option. Failure to comply with the selected mode of payment will amount to a breach of this Agreement.

4. Intellectual Property

1. The Application and Service, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of SHAPSHAP TECHNOLOGIES LTD.

2. Neither this Agreement nor use of the Application convey or grant to you any rights:

1. In or related to the Application except for the limited license granted above; or

2. To use or reference in any manner ShapShap’s company names, logos, product and service names, trademarks or service marks or those of ShapShap’s licensors.

5. Your Suggestions

1. Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to SHAPSHAP TECHNOLOGIES LTD with respect to the Application or Service shall remain the sole and exclusive property of SHAPSHAP TECHNOLOGIES LTD.

2. SHAPSHAP TECHNOLOGIES LTD shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

6. Modifications to Application

1. SHAPSHAP TECHNOLOGIES LTD reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, or the Service rendered through third party applications and e-commerce platforms; with or without notice and without liability to you.

7. Updates to Application

1. SHAPSHAP TECHNOLOGIES LTD may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

2. Updates may modify or delete certain features and/or functionalities of the Application. You agree that SHAPSHAP TECHNOLOGIES LTD has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

3. You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

8. Third-Party Services

1. The Services may be used and accessed via Third Party Services for effecting transactions and delivery of goods.

2. You acknowledge and agree that SHAPSHAP TECHNOLOGIES LTD shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. SHAPSHAP TECHNOLOGIES LTD does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

3. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

4. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party platform. Please review the third-party’s policies and practices carefully and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

9. Privacy Policy

1. This app collects some information regarding your job request and contact and only share your contact with users you agree with during a job process. This app does not share your information with third parties and/or advertisers. 

2. As a service provider using our Service via API integration, you warrant to us that you have in place, a comprehensive privacy policy which is in accordance with the provisions of the Nigeria Data Protection Regulations 2019 (“NDPR”) which has been communicated to your customers whose personal data you intend to share with us.

3. You also warrant that you have obtained requisite consent from the data subjects whose personal data you collect.

4. You agree that you are, for all intents and purpose, the data controller in respect of personal data collected by you. You also warrant that you comply with the provisions and obligations imposed on Data Controllers by the NDPR.

10. Term and Termination

1. This Agreement shall remain in effect until terminated by you or SHAPSHAP TECHNOLOGIES LTD.

2. SHAPSHAP TECHNOLOGIES LTD may, in its sole discretion, at any time, for any reason, and without cause, suspend or terminate this Agreement with or without prior notice.
3. This Agreement will terminate immediately, without prior notice from SHAPSHAP TECHNOLOGIES LTD, in the event that you fail to comply with any provision of this Agreement. 

You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer.

4. Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your mobile device or from your computer.

5. Termination of this Agreement will not limit any of SHAPSHAP TECHNOLOGIES LTD’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

11. Indemnification

You agree to indemnify and hold SHAPSHAP TECHNOLOGIES LTD and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: 

1. (a) use of the Application or Service either directly or via third party applications and e-commerce platforms;;

2. violation of this Agreement or any law or regulation; or

3. (c) violation of any right of a third party.

12. No Warranties

1. The Application is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, SHAPSHAP TECHNOLOGIES LTD, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, SHAPSHAP TECHNOLOGIES LTD provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

2. Without limiting the foregoing, neither SHAPSHAP TECHNOLOGIES LTD nor any SHAPSHAP TECHNOLOGIES LTD’s provider makes any representation or warranty of any kind, express or implied: 

1. as to the operation or availability of the Application or Service, or the information, content, and materials or products included thereon;

2.  that the Application or Service will be uninterrupted or error-free;

3. as to the accuracy, reliability, or currency of any information or content provided through the Application; or

4. (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of SHAPSHAP TECHNOLOGIES LTD are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

3. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you only in those jurisdictions where it is clearly stated not to apply.

13. Limitation of Liability

1. Notwithstanding any damages that you might incur, the entire liability of SHAPSHAP TECHNOLOGIES LTD and any of its suppliers under any provision of this Agreement and the exclusive remedy for drivers for all of the foregoing shall be limited to 2,000 Naira. The financial liability may only be claimed where SHAPSHAP TECHNOLOGIES LIMITED has deliberately violated the Agreement.

2. To the maximum extent permitted by applicable law, in no event shall SHAPSHAP TECHNOLOGIES LTD or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application or Service, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if SHAPSHAP TECHNOLOGIES LTD or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

3. SHAPSHAP TECHNOLOGIES LIMITED shall not be liable for the actions or non-actions of the customer and shall not be liable for any loss or damage that may incur to a driver as a result of actions or non-actions of the customer.

4. A driver shall be fully liable for breach of this Agreement or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from us or any government authority. You shall indemnify us for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that we may incur in connection with your breach of the Agreement and laws and regulations. If a customer presents any claims against us in connection with your provision of the service, then you shall compensate such damage to us in full within 7 (seven) days as of your receipt of the respective request from us. In case we are entitled to present any claims against you, then you shall compensate us any legal costs related to evaluation of the damages and submission of claims relating to compensation for such damage.

5. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you in such jurisdictions.

14. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Where such provision cannot be changed or interpreted to suit the puros of this Agreement or the law, the provision shall be deemed deleted and the remaining provisions will continue in full force and effect. 

15. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be a waiver of a breach constitute a waiver of any subsequent breach.

16. Amendments to this Agreement

1. SHAPSHAP TECHNOLOGIES LTD reserves the right, at its sole discretion, to modify or replace this Agreement at any time. Such amended Agreement will be uploaded on SHAPSHAP TECHNOLOGIES LTD’s website. 

2. By continuing to access or use our Application or Service via third party applications and e-commerce platforms; after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application or our Service.

3. Where drivers and vendors do not agree to the amendments of the Agreement, you have the right to terminate the Agreement by discontinuing the use of the Application and providing termination notice to SHAPSHAP TECHNOLOGIES LIMITED. The termination of the Agreement takes effect on the effective date of the proposed amendment, unless otherwise provided in your termination notice. Your use of the Application or after the effective date of the amendment constitutes your consent to be bound by the Agreement, as amended.

17. Governing Law and Dispute Resolution 

1. The laws of the Federal Republic of Nigeria, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application or Service on third party applications and e-commerce platforms. Your use of the Application or Service may also be subject to other local, state, national, or international laws. Any dispute arising from the interpretation, construction or implementation of this Agreement shall at first instance, be referred to a mediator for resolution. The parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Where mediation fails to solve the dispute between the parties, you agree to forfeit your right to pursue any claim in any court of law regarding any dispute.

18. Insurance

1. You hereby agree that SHAPSHAP TECHNOLOGIES LTD shall neither be liable nor responsible for any damage or loss of any goods-in-transit, which was ordered or delivered through the Application or Service of SHAPSHAP TECHNOLOGIES LTD or on third party applications and e-commerce platforms;. Notwithstanding the foregoing,  SHAPSHAP TECHNOLOGIES LTD will facilitate a common ground to resolve the issue amicably between driver (partner) and customer or vendor. Furthermore, SHAPSHAP TECHNOLOGIES LTD may elect to credit a Customer with the aforementioned damaged goods with delivery credits for the damaged order up to a maximum of N2,000 (Two Thousand Naira Only) subject to the discretion of SHAPSHAP TECHNOLOGIES LTD.

2. Notwithstanding the foregoing, in the event that you elect to specifically pay to insure your goods-in-transit while making an order or delivery through the Application or Service of SHAPSHAP TECHNOLOGIES LTD or via third party applications and e-commerce platforms;, SHAPSHAP TECHNOLOGIES LTD shall be solely responsible for the initial contacting of the Insurance Company such premium was paid to, where there is loss or damage of your goods-in-transit for the recovery of an insurance claim.

19. Notices

1. You are obliged to immediately notify us of any changes to your contact information.

2. Any notice required to be given under the General Terms and Agreement shall be sufficiently given if:

1. delivered personally

2. sent by courier with proof of delivery

3. sent by registered mail

4. sent by e-mail or

5. made available via the Application.

3. Any notice which is sent or dispatched in accordance with the previous clause shall be deemed to have been received:

1. if delivered personally, at the time of delivery to the party;

2. if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party;

3. if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party;

4. if made available via the Application or if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice.

20. Carriage of Illicit Items / Platform Misuse

Carriage of Illicit Items using SHAPSHAP TECHNOLOGIES LTD’s Customer Application is strictly forbidden. Drivers are allowed to refuse to accept items that they believe to be of a suspicious nature or due to suspicious circumstances. If it is found that SHAPSHAP TECHNOLOGIES LTD’s Customer Application has been used or an attempt to use for carriage of illicit items the Customers Data and Details will be shared with the relevant legal authority. SHAPSHAP will bear no liability or responsibility whatsoever for any such illicit item. 

21. Contact Information

If you have any questions about this Agreement, please contact us in the following ways:

 Email address: info@shapshap.com

Telephone number: +2348175844213

22. Entire Agreement

1. The Agreement constitutes the entire agreement between you and SHAPSHAP TECHNOLOGIES LTD regarding your use of the Application and Services, directly or via API integration and supersedes all prior and contemporaneous written or oral agreements between you and SHAPSHAP TECHNOLOGIES LTD.

2. You may be subject to additional terms and conditions that apply when you use or purchase other SHAPSHAP TECHNOLOGIES LTD’s services, which SHAPSHAP TECHNOLOGIES LTD will provide to you at the time of such use or purchase.

3. Where you use SHAPSHAP Service through third party applications and e-commerce platforms; you may also be subject to the terms and conditions of the third party through which you access SHAPSHAP Service.

AS A USER OF SHAPSHAP SERVICES, YOU CAN ALSO DECIDE TO BECOME AN AGENT (SHAPAGENT) SUBJECT TO THE TERMS EXPRESSED BELOW (REFERRAL AGREEMENT):

1. OBLIGATIONS OF THE PARTIES

1. You agree to acquire new vendors, drivers and/or customers for  the Application of SHAPSHAP TECHNOLOGIES LTD, which for the purpose of this Referral Agreement shall be deemed to be your participation in the referral program of  SHAPSHAP TECHNOLOGIES LTD.
   
2. In the event that you on-board vendors, drivers and/or customers into the referral program as expressed in Clause 1.1 of this Referral Agreement, SHAPSHAP TECHNOLOGIES LTD agrees to compensate you subject to the terms of the referral program as directed by SHAPSHAP TECHNOLOGIES LTD at the time of your participation in the said referral program.

2. DURATION

This Referral Agreement shall commence upon your entry into the referral program as expressed in Clause 1 of this Referral Agreement and shall terminate according to the provisions of Clause 3 of this Referral Agreement.

3. TERMINATION & AMENDMENTS
4. SHAPSHAP TECHNOLOGIES LTD shall have the right to terminate or amend this Referral Agreement with or without cause at the instance of SHAPSHAP TECHNOLOGIES LTD at any time during your participation in the referral program.

2. SHAPSHAP TECHNOLOGIES LTD shall have the right to terminate or amend this Referral Agreement without notice to You
3. GOVERNING LAWS AND DISPUTE RESOLUTION

 
This Referral Agreement shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria.  Any dispute arising from the interpretation, construction or implementation of this Referral Agreement shall at first instance, be referred to a mediator for resolution. The parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Where mediation fails to solve the dispute between the parties, you agree to forfeit your right to pursue any claim in any court of law regarding any dispute. 

5.  ENTIRE AGREEMENT
   

This Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes all prior agreements in relation thereto. This Referral Agreement represents the bonafide intentions of the Parties to proceed with the collaboration and creates legally binding obligations on both Parties for the stated period.

6. VARIATION 

No waiver shall be deemed to have been made by any party of any of its rights under this Referral Agreement unless the same is in writing and is signed on its behalf by an authorized signatory. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. To be binding, any amendment of this Referral Agreement must be effected by an instrument in writing signed by the parties. 

7. SEVERABILITY

Every provision contained herein is intended to be severable. If any provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of other clauses of this Referral Agreement.