Skaet Terms of Service

1. About Skaet

Skaet is a business software platform designed to help businesses coordinate commercial, customer-facing and operational activities.

Depending on the features available to your account, the Services may enable you to:

• create and manage products, services and digital products
• create, issue and manage invoices and receipts
• maintain customer and business records
• create and operate digital storefronts
• receive and manage customer orders
• manage inventory and product availability
• configure delivery, fulfilment, refund and other merchant policies
• connect supported social media and messaging accounts
• publish or manage content across supported channels
• manage customer interactions
• enable social commerce experiences
• configure automated communications and workflows
• generate reports, dashboards and business insights
• use artificial intelligence-assisted functionality
• connect Skaet with third-party applications and services
• access other functionality that Skaet may introduce from time to time

Not every feature is available to every user, account, subscription, location or jurisdiction.

We may introduce, modify, improve, restrict, replace or discontinue features as the Services evolve, subject to these Terms and applicable law.

2. Skaet's Role as a Software Platform

Skaet provides technology that businesses use to operate and manage aspects of their businesses.

Unless expressly stated otherwise in separate applicable terms, Skaet is not the seller, supplier, distributor, manufacturer or merchant of products, services or Digital Products offered by a Merchant using Skaet.

The use of Skaet to create or manage a storefront, catalogue, invoice, order, checkout experience, customer communication or other commercial interaction does not make Skaet a party to the underlying transaction between a Merchant and its customer.

The agreement for the purchase or provision of goods, services or Digital Products is between the relevant Merchant and its customer.

The Merchant remains responsible for its business and its relationship with its customers, including its products and services, descriptions, prices, availability, policies, fulfilment, customer service, returns, refunds, warranties, taxes and compliance with applicable laws.

3. Eligibility and Authority

You must have the legal capacity to enter into a binding agreement to use the Services.

If you create or operate an account on behalf of a business or organisation, you represent and warrant that:

• the information you provide is accurate and complete
• the business is lawfully operated and, where required, appropriately registered
• you are authorised to act on behalf of the business
• you have authority to accept these Terms on its behalf

We may request information reasonably necessary to establish account ownership, authority or eligibility.

4. Your Skaet Account

Certain Services require you to create an account.

You agree to provide accurate, complete and current information and to keep that information updated.

You are responsible for maintaining the confidentiality and security of your login credentials and for taking reasonable measures to prevent unauthorised access to your account.

You are responsible for activities performed through your account by persons whom you authorise to access it.

You must notify Skaet promptly if you become aware of or reasonably suspect unauthorised access to or use of your account.

Skaet may implement authentication, verification, session-management, access-control and other security measures reasonably necessary to protect accounts, users and the Services.

5. Account Owners, Team Members and Permissions

A Skaet account may permit an account owner or administrator to invite employees, contractors or other authorised persons ("Team Members").

The account owner or administrator is responsible for:

• determining who may access the account
• assigning appropriate roles and permissions
• ensuring Team Members are authorised to access relevant information
• maintaining appropriate internal controls
• removing or changing access when appropriate
• activities undertaken by authorised Team Members through the account

Where a dispute arises regarding ownership or control of an account, Skaet may temporarily restrict access while reasonably investigating the matter.

We may request documentation or other information reasonably necessary to determine the person or organisation entitled to control an account.

6. Merchant Responsibilities

A business using Skaet to sell, offer, manage or support products or services is referred to in these Terms as a "Merchant".

Merchants are responsible for their businesses and their use of the Services. This includes responsibility for:

• products, services and Digital Products offered
• accuracy of descriptions, images and representations
• setting prices and applicable charges
• inventory and availability information
• customer orders
• delivery, collection, fulfilment and performance
• cancellations, returns, exchanges and refunds
• warranties and after-sales obligations
• customer service
• obtaining licences, permits and approvals required for the business
• determining, collecting, reporting and remitting applicable taxes
• maintaining legally required records
• providing required customer disclosures
• compliance with advertising and marketing requirements
• compliance with applicable consumer protection requirements
• compliance with intellectual property laws
• compliance with other laws and regulations applicable to the Merchant or its activities

Skaet does not endorse, warrant or guarantee any Merchant, product or service merely because it is displayed, managed, communicated or sold using the Services.

7. Storefronts and Online Commerce

Skaet may enable Merchants to create storefronts, catalogues, product pages, carts, checkout experiences, order pages and other digital commerce experiences.

The Merchant determines the products and services it offers and is responsible for ensuring that information presented to customers is accurate, complete and not misleading.

Where required by applicable law, Merchants are responsible for providing information such as:

• business identity and contact details
• product or service descriptions
• prices and applicable charges
• availability
• delivery and fulfilment information
• cancellation and return terms
• refund policies
• applicable licence or usage restrictions
• privacy information
• other legally required disclosures

Skaet may provide fields, templates, tools or functionality to assist Merchants with presenting this information. Such functionality does not constitute legal advice or transfer the Merchant's legal responsibilities to Skaet.

8. Merchant Policies

Skaet may enable Merchants to configure, maintain and communicate policies applicable to their businesses, products or services. These may include:

• delivery policies
• fulfilment or collection policies
• cancellation policies
• return or exchange policies
• refund policies
• policies applicable to Digital Products
• access or usage conditions
• other Merchant-specific customer information

The Merchant is responsible for the content, accuracy, completeness and legality of its policies and for complying with policies it communicates to customers.

Merchant policies form part of the relationship between the Merchant and its customer and do not create obligations for Skaet merely because they are created, stored, displayed or administered through the Services.

A Merchant must not use a policy to exclude, restrict or override rights that a customer is entitled to under applicable law.

9. Products and Services

Merchants may use Skaet to create, manage, advertise or sell physical products and services.

The Merchant is responsible for ensuring that products and services:

• may lawfully be offered and sold
• correspond materially with their descriptions
• are appropriately priced and represented
• comply with applicable safety, labelling, licensing and consumer protection requirements
• do not infringe third-party rights

For services, the Merchant is responsible for determining the scope, timing, delivery, quality and terms under which the service will be performed.

Skaet's provision of software for managing a product or service does not constitute endorsement or verification of that product, service or Merchant.

10. Digital Products and Digital Content

Skaet may enable Merchants to create, upload, store, offer, sell and electronically deliver digital products and content ("Digital Products").

Digital Products may include documents, ebooks, templates, guides, images, audio, video, courses, downloadable resources, software files and other supported digital content.

11. Invoicing, Receipts and Business Records

Skaet may provide tools for creating, issuing, sending, recording and managing invoices, receipts, orders and other business records. These tools are provided to assist businesses with their operations.

You are responsible for reviewing information generated through the Services and ensuring that invoices, receipts, descriptions, amounts, taxes, charges, customer details and other records are accurate and appropriate for your business.

Skaet does not provide accounting, audit, tax or legal advice.

Reports, calculations, invoices, receipts, dashboards or other information generated through the Services should not be treated as professional accounting, tax, legal or other professional advice.

You remain responsible for maintaining records required by applicable law.

12. Orders, Inventory and Fulfilment

Skaet may provide functionality for Merchants to manage orders, inventory, fulfilment, delivery, pickup or other operational activities.

Statuses, quantities, availability information, workflow stages and other operational information displayed through Skaet depend on information supplied by the Merchant, its Team Members, customers, integrations or connected systems.

Merchants remain responsible for:

• confirming order accuracy
• maintaining accurate inventory information
• determining whether an order can be fulfilled
• communicating material changes or delays to customers
• fulfilling orders
• arranging applicable delivery or collection
• resolving customer disputes concerning fulfilment

Skaet does not itself manufacture, warehouse, transport or deliver Merchant products unless expressly agreed under separate terms.

13. Customer Data

Merchants may collect, upload, create, import or otherwise process information relating to customers through the Services ("Customer Data").

As between Skaet and the Merchant, the Merchant retains its rights in Customer Data.

Where Skaet processes Customer Data on behalf of a Merchant, Skaet does so to provide and operate the Services and in accordance with our Privacy Policy, applicable data protection requirements and any applicable Data Processing Agreement.

The Merchant is responsible for ensuring that it has an appropriate lawful basis, permission or consent to collect, upload, use, communicate with and otherwise process Customer Data through Skaet.

The Merchant is responsible for its privacy notices and for responding to its customers concerning the Merchant's own collection and use of their information.

14. Social Media, Messaging and Connected Channels

Skaet may enable users to connect accounts or services operated by third parties, including social networks, messaging platforms and other communication services ("Connected Channels").

When you connect a Connected Channel, you authorise Skaet to access, receive, process, display or transmit information to or from that service to the extent necessary to provide the functionality you request and to the extent permitted by the relevant provider.

Your use of a Connected Channel remains subject to the relevant provider's own terms, policies, permissions and technical requirements.

You are responsible for maintaining any account, permission, consent or approval necessary to use a Connected Channel.

Third-party providers may modify their APIs, permissions, policies, functionality, technical requirements or availability at any time. Consequently, Skaet cannot guarantee the continued availability or operation of any Connected Channel or particular third-party functionality.

Skaet may modify, restrict, suspend or discontinue an integration where necessary because of third-party changes or where continued operation would create security, legal, technical or compliance risks.

15. Social Commerce

Skaet may enable Merchants to connect customer interactions occurring on supported social or messaging channels with commerce functionality available through the Services.

This may include enabling customers to discover products, express purchase intent, receive product or order information, access a Merchant's storefront or checkout experience, or otherwise interact with the Merchant.

The Merchant remains responsible for:

• products and services promoted through Connected Channels
• content published by or on behalf of the Merchant
• the accuracy of automated responses and product information
• complying with the policies of the relevant Connected Channel
• obtaining required customer permissions
• fulfilment and customer service
• the underlying transaction with the customer

Skaet's technology connecting a social interaction with a Merchant's commerce workflow does not make Skaet the seller or Merchant in that transaction.

16. Communications and Automations

Skaet may enable Merchants to create, schedule, trigger, manage or automate communications and workflows.

The Merchant determines the recipients, purpose, content, configuration and business rules applicable to communications or automations configured through its account.

You are responsible for ensuring that you have all permissions, consents and lawful bases required to contact recipients and that your communications comply with applicable:

• privacy and data protection laws
• electronic communications requirements
• direct marketing requirements
• anti-spam laws
• consumer protection laws
• rules and policies of relevant Connected Channels

You must respect applicable opt-outs, unsubscribe requests and requests to stop receiving communications.

You must not use Skaet to send spam or unlawful unsolicited communications.

Skaet provides technology through which communications and workflows may be configured or facilitated. Skaet does not determine a Merchant's audience, communication strategy or message content merely by providing such technology.

17. Artificial Intelligence and Automated Features

Certain Services may incorporate artificial intelligence, machine learning, generative AI or other automated technologies ("AI Features").

AI Features may assist with generating, suggesting, classifying, analysing, summarising or recommending content, responses, workflows, insights or other outputs.

You acknowledge that AI-generated or automated output may be inaccurate, incomplete, inappropriate or unsuitable for a particular purpose.

You are responsible for reviewing and, where appropriate, editing or verifying AI-generated output before relying on, publishing, sending or otherwise using it.

You must not represent AI-generated information as independently verified where it has not been verified.

AI Features are not intended to provide legal, financial, accounting, tax, medical or other regulated professional advice.

You must not submit information to an AI Feature unless you have the right and lawful basis to use and process that information for the relevant purpose.

Skaet may use third-party technology providers to enable certain AI Features. Information may be processed by those providers as described in our Privacy Policy and subject to applicable contractual and data protection safeguards.

Additional terms may apply to particular AI Features.

18. Your Content

You may upload, create, publish, transmit or store information, text, images, video, audio, product descriptions, logos, documents, files, communications, automation instructions and other materials through Skaet ("Your Content").

You retain ownership of Your Content.

You grant Skaet a worldwide, non-exclusive licence to host, copy, process, transmit, display and technically modify Your Content to the extent reasonably necessary to:

• provide the Services
• operate functionality requested by you
• transmit content to Connected Channels or customers at your direction
• maintain, secure and troubleshoot the Services
• comply with applicable law
• otherwise operate and improve the Services as permitted by these Terms and our Privacy Policy

You represent and warrant that you possess all rights and permissions necessary to provide and use Your Content through the Services.

19. Intellectual Property Complaints

Skaet respects intellectual property rights.

If we receive a sufficiently substantiated complaint alleging that content or a Digital Product made available through Skaet infringes another person's intellectual property rights, we may investigate the complaint and take reasonable action.

Such action may include restricting access to or removing relevant content.

We may request information from the complainant, Merchant or other relevant parties before taking action.

Repeated or serious infringement may result in restriction, suspension or termination of an account.

Nothing in this section requires Skaet to independently monitor all content or Digital Products uploaded through the Services.

20. Prohibited Products, Content and Activities

You must not use Skaet for unlawful, fraudulent, abusive or harmful purposes.

Without limiting the foregoing, you must not use the Services to:

• offer or promote unlawful goods or services
• facilitate fraud, deception, scams or materially misleading practices
• impersonate another person or organisation
• infringe intellectual property rights
• distribute pirated or unlawfully copied Digital Products
• distribute malware, viruses or harmful software
• unlawfully collect, use or disclose personal information
• harass, threaten, exploit or abuse another person
• distribute unlawful or defamatory content
• send spam or prohibited unsolicited communications
• facilitate trafficking, exploitation or other unlawful activity
• circumvent restrictions imposed by Skaet or Connected Channels
• gain unauthorised access to accounts, systems or data
• interfere with or disrupt the security or operation of the Services
• scrape, crawl or extract information except where expressly permitted
• reverse engineer or attempt to obtain source code except where applicable law expressly permits it
• falsely represent the ownership, source, licence, functionality or expected outcome of a product or Digital Product
• use the Services in any manner that violates applicable law or another person's rights

Skaet may maintain a separate Acceptable Use Policy containing additional restrictions. Any such policy forms part of these Terms.

21. Third-Party Services and Integrations

The Services may integrate or interoperate with third-party applications, websites, APIs, infrastructure providers and other services ("Third-Party Services").

Your use of a Third-Party Service may be governed by separate terms between you and its provider.

Skaet does not control Third-Party Services and is not responsible for their availability, performance, security, content, policies or actions.

If you authorise Skaet to exchange information with a Third-Party Service, you instruct Skaet to transmit or receive information reasonably necessary to provide the requested integration.

You are responsible for reviewing and complying with terms applicable to Third-Party Services you choose to connect.

22. Third-Party Payment Services

Certain commerce functionality within Skaet may allow Merchants or their customers to access payment functionality provided by independent third-party service providers.

Unless expressly stated otherwise under separate applicable terms, Skaet provides software functionality or integrations through which such third-party services may be accessed and does not itself provide the underlying third-party payment service.

Use of a third-party payment service may be subject to the provider's own terms, eligibility requirements, verification procedures, fees, restrictions and privacy practices.

Skaet does not guarantee a user's eligibility for, approval by, or uninterrupted access to any third-party payment service.

Nothing in these Terms represents Skaet as a bank, deposit-taking institution or other financial institution.

23. Subscriptions, Fees and Billing

Certain Services may be offered free of charge, on a trial basis, as part of a subscription, or subject to usage or other fees.

Applicable pricing, billing periods, plan features, usage allowances and other commercial terms will be communicated through Skaet or otherwise agreed with you.

Where a subscription automatically renews, the applicable renewal terms will be communicated to you.

You are responsible for applicable taxes associated with fees payable to Skaet.

Skaet may change pricing, plans or commercial structures from time to time. Where required by applicable law or contract, reasonable advance notice will be provided before a pricing change applies to an existing paid subscription.

Failure to pay applicable fees may result in restriction or suspension of affected paid Services.

24. Trials, Promotions, Early Access and Beta Features

Skaet may offer trials, promotional Services, experimental functionality, early-access features or beta features.

Such functionality may be incomplete, contain errors or operate differently from generally available Services.

Skaet may modify or discontinue experimental or beta functionality and may impose additional conditions on its use.

Unless expressly stated otherwise, beta functionality should not be relied upon for critical business operations.

25. Skaet Intellectual Property

Skaet and its licensors retain all rights, title and interest in and to the Services and Skaet technology, including:

• software
• source and object code
• platform architecture
• interfaces
• designs
• trademarks and logos
• documentation
• databases
• templates
• proprietary workflows
• other Skaet intellectual property

Except for the limited right to access and use the Services under these Terms, no intellectual property rights are transferred to you.

You may not reproduce, sell, sublicense, commercially exploit, modify or reverse engineer Skaet's proprietary technology except as expressly authorised by Skaet or permitted by applicable law.

26. Feedback

If you voluntarily provide suggestions, recommendations, ideas or feedback concerning Skaet, you grant Skaet the right to use that feedback without restriction or obligation to compensate you.

This provision does not transfer ownership of Your Content or Customer Data to Skaet.

27. Privacy and Data Protection

Skaet's collection and use of personal information is governed by the Skaet Privacy Policy.

Where Skaet processes personal information on behalf of a Merchant, additional data processing terms may apply.

Merchants are responsible for complying with applicable privacy and data protection requirements concerning information they collect or process using the Services.

28. Service Availability, Maintenance and Changes

Skaet works to provide reliable Services but does not guarantee uninterrupted or error-free availability.

The Services may occasionally be unavailable or affected by:

• maintenance
• upgrades
• infrastructure failures
• security incidents
• internet or telecommunications failures
• third-party outages
• changes to third-party APIs
• Connected Channel restrictions
• circumstances beyond Skaet's reasonable control

Skaet may modify the Services as technology, customer needs, security requirements, laws and third-party platforms evolve.

Where reasonably practicable, Skaet will communicate material changes that significantly affect existing paid functionality.

29. Data Export and Account Closure

Where supported by the Services, users may export certain information associated with their accounts.

You are responsible for maintaining independent copies of information you are legally or operationally required to retain.

Following account closure or termination, your access to information associated with the account may cease.

Skaet may retain or delete information following termination in accordance with our Privacy Policy, applicable law and legitimate operational requirements.

30. Suspension and Termination

You may stop using Skaet at any time and may close your account through available account procedures.

Skaet may suspend, restrict or terminate access to all or part of the Services where we reasonably believe:

• you materially breached these Terms
• your use is unlawful or fraudulent
• your account presents a material security risk
• your activities threaten Skaet, another user or a third party
• continued access would cause Skaet to violate applicable law or third-party requirements
• applicable fees remain unpaid following required notice
• action is reasonably necessary to protect the integrity or security of the Services

Where reasonably practicable and legally permissible, we will provide notice and an opportunity to remedy a remediable breach before permanent termination.

Serious fraud, security threats, unlawful activity, intellectual property infringement or abuse may result in immediate restriction or suspension.

31. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis.

Skaet does not warrant that:

• the Services will always be uninterrupted or error-free
• every feature will remain permanently available
• information generated by the Services will always be accurate or complete
• Third-Party Services or Connected Channels will remain available
• AI-generated or automated output will always be accurate
• use of Skaet will produce a particular commercial result
• the Services will satisfy every legal, regulatory, accounting, tax or operational requirement applicable to your business

Nothing in these Terms excludes warranties, protections or rights that cannot lawfully be excluded.

32. Limitation of Liability

To the maximum extent permitted by applicable law, Skaet and its directors, officers, employees, contractors and affiliates will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages or for loss of profits, revenue, business opportunity, goodwill, anticipated savings or data arising from or relating to the Services.

Skaet will not be responsible for losses arising primarily from:

• products, services or Digital Products offered by a Merchant
• disputes between Merchants and customers
• inaccurate information entered or supplied by users
• a Merchant's failure to fulfil an order or provide a service
• a Merchant's refund, return or delivery policy
• infringement contained in Your Content or a Digital Product
• a user's failure to comply with applicable law
• unauthorised use resulting from a user's failure to reasonably secure account credentials
• acts or omissions of Third-Party Services
• interruptions or changes to Connected Channels
• AI or automated output used without appropriate review
• circumstances beyond Skaet's reasonable control

To the maximum extent permitted by law, Skaet's aggregate liability arising from or relating to the Services during any twelve-month period will not exceed the greater of:

(a) the amount paid by you to Skaet for the affected Services during the twelve months immediately preceding the event giving rise to the claim; or

(b) [Insert Minimum Liability Amount].

This limitation does not apply to liability that cannot lawfully be limited or excluded.

33. Indemnity

To the extent permitted by applicable law, you agree to indemnify and hold harmless Skaet Digital Limited and its directors, officers, employees and agents from third-party claims, losses, liabilities, damages and reasonable costs arising from:

• your products, services or Digital Products
• Your Content
• your communications or automations
• your Merchant policies
• your relationship or transactions with customers
• infringement of third-party intellectual property rights by content you provide
• your violation of applicable law
• your misuse of the Services
• your material breach of these Terms

Skaet will provide reasonable notice of a claim for which indemnification is sought and reasonable cooperation in its defence.

34. Confidentiality

During the relationship, either party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable measures to protect such confidential information and not disclose it except:

• as reasonably necessary to perform obligations or exercise rights under these Terms
• with the other party's permission
• to professional advisers or service providers subject to appropriate confidentiality obligations
• where disclosure is required by law

Confidential information does not include information that is publicly available through no breach of confidentiality, independently developed without use of confidential information, or lawfully obtained from another source without confidentiality restriction.

35. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to applicable conflict-of-law principles.

36. Dispute Resolution

If a dispute arises relating to these Terms or the Services, the parties should first attempt to resolve the dispute in good faith through direct discussions.

A party seeking formal resolution should provide written notice describing the nature of the dispute and allow a reasonable period for good-faith resolution before commencing proceedings, except where urgent interim relief is reasonably required.

If the dispute cannot be resolved informally, it will be resolved in accordance with applicable Nigerian law and the dispute resolution procedure specified by Skaet in accordance with applicable law.

LEGAL REVIEW: Nigerian counsel should determine whether the final provision should specify the courts of Lagos State, mediation followed by arbitration seated in Lagos, or another appropriate dispute-resolution mechanism.

37. Changes to These Terms

Skaet may update these Terms from time to time to reflect changes to:

• the Services
• our business model
• applicable law
• security requirements
• Third-Party Services
• Connected Channels
• our operational practices

The current Terms will display the date on which they were last updated.

Where a change materially affects users' rights or obligations, Skaet will take reasonable steps to provide notice through the Services, email or another appropriate method.

Your continued use of the Services after updated Terms become effective constitutes acceptance of those Terms where permitted by applicable law.

If you do not agree to a material change, you may stop using the Services and close your account.

38. Electronic Communications and Notices

You agree that Skaet may provide notices and communications relating to the Services electronically, including by email, account notification or notices displayed within the Services.

You are responsible for keeping contact information associated with your account current.

39. No Agency, Partnership or Employment Relationship

These Terms do not create a partnership, joint venture, franchise, employment or agency relationship between Skaet and any Merchant or user.

A Merchant may not represent that it is an employee, agent, representative or partner of Skaet merely because it uses the Services.

40. Assignment

You may not assign or transfer your rights or obligations under these Terms without Skaet's prior written consent, except where applicable law provides otherwise.

Skaet may assign these Terms in connection with a merger, acquisition, corporate reorganisation or transfer of substantially all of the relevant business or assets.

41. Force Majeure

Skaet will not be liable for delay or failure to perform an obligation under these Terms where the delay or failure results from circumstances beyond its reasonable control, including natural disasters, acts of government, civil disturbance, war, terrorism, labour disputes, widespread telecommunications or internet failures, power failures, cyber incidents affecting third-party infrastructure, or failures of third-party platforms or infrastructure providers.

This section does not excuse obligations that cannot lawfully be excluded.

42. Severability

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where necessary, severed, without affecting the validity of the remaining provisions.

43. Waiver

A failure or delay by Skaet to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.

44. Entire Agreement

These Terms, together with the Skaet Privacy Policy, any applicable Acceptable Use Policy, Data Processing Agreement, subscription or order terms, and any additional terms expressly applicable to particular Services, constitute the agreement between you and Skaet concerning your use of the Services.

Where separately agreed written terms expressly conflict with these Terms, the separately agreed terms will prevail to the extent of the conflict.

45. Contact Us

If you have questions about these Terms or the Services, please contact: