IN THE MATTER OF THE USE OF THE GOODEALS E-COMMERCE PLATFORM

GENERAL TERMS OF SERVICE

Version: 2.1.0 | Effective Date: 05 August 2026

PREAMBLE

This document constitutes a legally binding agreement ("Agreement") between you, the user ("User," "you," "your"), and GOODEALS, a business operating in the Federal Republic of Nigeria whose incorporation with the Corporate Affairs Commission is currently in progress ("GOODEALS," "we," "us," "our").

This Agreement governs your access to and use of the GOODEALS website, mobile applications, and all associated services, features, and content (collectively, the "Platform"). It incorporates the other operating rules, policies, and procedures published on the Platform from time to time.

How you accept this Agreement: by creating an account you are asked to tick a box confirming that you accept these Terms. We record the version you accepted and when. If you browse the Platform without creating an account, these Terms govern that browsing, but obligations that depend on agreement — such as buying, selling, or promoting — arise only once you have accepted as described above.

If you do not agree to these Terms, please do not create an account or transact on the Platform.

ARTICLE 1: DEFINITIONS

1.1. "Platform" refers to the GOODEALS website (goodeals.com.ng), associated mobile applications, APIs, and any other services provided by GOODEALS.

1.2. "Services" means all the functionalities provided by the Platform, including but not limited to the facilitation of connections between Buyers and Vendors for the sale and purchase of goods.

1.3. "User" refers to any individual or entity that accesses or uses the Platform, including casual browsers, registered Buyers, and registered Vendors.

1.4. "Buyer" refers to a User who utilizes the Platform to purchase goods.

1.5. "Vendor" refers to a User who utilizes the Platform to list, advertise, and sell goods.

1.6. "Content" means any data, text, graphics, images, software, audio, video, information, or other materials, including any User-generated content.

ARTICLE 2: SCOPE OF SERVICES AND THE ROLE OF GOODEALS

2.1. GOODEALS provides an online marketplace that enables registered Vendors to sell their goods and registered Buyers to purchase said goods. The Platform acts as a venue to facilitate these transactions.

2.2. Clarification of Role: It is hereby declared that GOODEALS is a facilitator and is not the seller of record for items sold by third-party Vendors. The contract for the sale of goods is a direct and binding agreement between the Buyer and the Vendor. GOODEALS is not a party to this transactional contract and assumes no liability arising from it, except as expressly provided for in our policies or as mandated by law.

2.3. GOODEALS reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, without prior notice, although we will endeavor to provide notice of material changes.

ARTICLE 3: USER ACCOUNTS AND OBLIGATIONS

3.1. Account Creation: To access certain features of the Platform, such as buying or selling, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2. Account Security: You are solely responsible for safeguarding your account password and for any activities or actions under your account. You shall notify GOODEALS immediately of any unauthorized use of your account.

3.3. Eligibility: You must be at least 18 years of age and have the legal capacity to enter into binding contracts to create an account on the Platform.

ARTICLE 4: GOVERNING POLICIES AND SUPPLEMENTAL AGREEMENTS

4.1. The use of the Platform is further governed by specific policies and agreements, which are hereby incorporated by reference into this master Agreement. By agreeing to these General Terms of Service, you also agree to the following, as they may apply to you:

• Privacy Policy: Governs our collection, use, and protection of your personal data, in compliance with the Nigeria Data Protection Act (NDPA).
• Acceptable Use Policy: Defines the standards of conduct and prohibited activities on the Platform.
• Buyer Terms and Conditions: A separate, binding agreement that governs all purchasing activities.
• Vendor Agreement: A separate, binding agreement that governs all selling activities.

4.2. In the event of a conflict between these General Terms of Service and any specific policy or agreement, the terms of the more specific document shall prevail in relation to the specific activity it governs.

ARTICLE 5: INTELLECTUAL PROPERTY

5.1. GOODEALS IP: All rights, title, and interest in and to the Platform and its original content (excluding User-generated content), features, and functionality are and will remain the exclusive property of GOODEALS and its licensors.

5.2. User-Generated Content: By posting, uploading, or displaying Content on the Platform, you grant GOODEALS a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, adapt (for formatting and display purposes), and distribute that Content for the purpose of operating and promoting the Platform.

5.3. Duration and withdrawal: this licence lasts while your Content remains on the Platform and for a reasonable period afterwards to allow for backups, caches, and archived copies to expire. You may remove your Content at any time. Where Content contains your personal data, your rights under the Privacy Policy and the NDPA — including erasure — continue to apply and are not waived or overridden by this licence.

5.4. The licence does not extend to using your name, image, or Content as an endorsement without your separate consent.

ARTICLE 6: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

6.1. YOUR STATUTORY RIGHTS COME FIRST. Nothing in this Article, and nothing elsewhere in this Agreement, excludes, restricts, or modifies any right or remedy you have under the Federal Competition and Consumer Protection Act (FCCPA), the Nigeria Data Protection Act, or any other law that cannot lawfully be excluded by agreement. Where any provision of this Agreement conflicts with such a right, that provision does not apply to the extent of the conflict, and the remainder of this Agreement continues in force.

6.2. Subject always to Article 6.1, the Platform is provided on an "AS IS" and "AS AVAILABLE" basis, and GOODEALS disclaims implied warranties in connection with the Platform to the extent Nigerian law permits.

6.3. GOODEALS does not independently verify and makes no representation about the accuracy, quality, safety, or legality of items listed by Vendors, nor the truth of User Content. This does not affect your rights against the Vendor, or any liability GOODEALS has under the FCCPA as an operator of the marketplace.

6.4. Subject to Article 6.1, GOODEALS is not liable for indirect, incidental, special, or consequential loss, including loss of profits or business opportunity, arising from your use of the Platform.

6.5. Subject to Article 6.1, and except in cases of death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation — for which our liability is not limited — our total liability to you in respect of any claim arising from a transaction on the Platform is limited to the greater of:

(a) the total value of the order or transaction giving rise to the claim; or

(b) the total fees paid by you to GOODEALS in the twelve (12) months preceding the claim.

6.6. Nothing in Article 6.5 caps a refund owed to you for goods you paid for and did not receive, or which were defective, counterfeit, or materially not as described. Such refunds are payable in full.

ARTICLE 7: GOVERNING LAW AND JURISDICTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.

7.2. Consumers. If you are a Buyer acting for purposes outside your trade or profession, you may bring proceedings in the courts of the Nigerian State in which you reside, or in the courts of Cross River State. We will bring proceedings against you only in the courts of the State in which you reside. Nothing in this Agreement requires you to travel outside your own State to enforce your rights, and nothing here limits your right to complain to the Federal Competition and Consumer Protection Commission (FCCPC) or any other regulator.

7.3. Business users. If you are a Vendor, Affiliate, or otherwise acting in the course of a business, proceedings arising out of this Agreement shall be brought in the competent courts of Cross River State.

7.4. Nothing in this Article prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

ARTICLE 8: AMENDMENT

8.1. We may modify these Terms. We will give registered Users at least 30 days' notice, by email or prominent notice on the Platform, before amended Terms take effect.

8.2. Each version of these Terms carries a version number and effective date. We retain previous versions and will provide the version you accepted on request.

8.3. If you do not accept an amendment, you may close your account before it takes effect, without penalty. Amendments do not apply retrospectively to orders already placed.

8.4. Where an amendment is required to comply with law or to address a security risk, it may take effect on shorter notice; we will say so when we notify you.

ARTICLE 9: PAYMENTS AND FUNDS

9.1. Payments on the Platform are processed by Paystack Payments Limited, a payment service provider licensed in Nigeria. Funds in transit between Buyer and Vendor are held by that provider.

9.2. GOODEALS does not take custody of Buyer funds and does not operate as a deposit-taking or payment institution.

9.3. Prices displayed include applicable Value Added Tax unless stated otherwise. Where GOODEALS is required to account for VAT on its own fees, that is reflected in the fees charged to Vendors.

ARTICLE 10: GENERAL PROVISIONS

10.1. Severability: if any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary, or severed, and the remainder shall continue in full force.

10.2. No waiver: a failure to enforce any provision is not a waiver of the right to enforce it later.

10.3. Assignment: you may not assign this Agreement without our written consent. We may assign it on notice to you, including on a transfer of our business, provided your rights are not diminished.

10.4. Force majeure: neither party is liable for failure to perform caused by events beyond its reasonable control, including power or network failure, civil unrest, or governmental action. This does not affect your right to a refund for goods not delivered.

10.5. Notices: we will send notices to the email address on your account. You should keep it current. Notices to us go to legal@goodeals.com.ng.

10.6. Entire agreement: this Agreement, together with the policies it incorporates, is the entire agreement between you and GOODEALS regarding the Platform, and supersedes prior understandings on that subject. Nothing in this clause limits liability for fraudulent misrepresentation.

10.7. Electronic records: the parties agree that electronic records generated by the Platform — including records of acceptance of these Terms, order records, and communications — may be relied on as evidence, and consent to their admissibility in accordance with the Evidence Act 2011.

10.8. Termination: you may close your account at any time. We may suspend or terminate an account for breach of this Agreement or the Acceptable Use Policy, giving reasons and, where practicable, prior warning and an opportunity to remedy. Termination does not affect accrued rights, including your right to a refund for a paid order.

ARTICLE 11: CONTACT INFORMATION

11.1. For questions regarding these General Terms of Service, contact legal@goodeals.com.ng.

11.2. For order, delivery, or refund enquiries, contact support@goodeals.com.ng.