Terms of Service

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the 'Content'), as well as the trademarks, service marks, and logos contained therein (the 'Marks').

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties around the world. The Content and Marks are provided in or through the Services 'AS IS' for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the 'PROHIBITED ACTIVITIES' section below, we grant you a non-exclusive, non-transferable, revocable licence to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access,

solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section, please address your request to: hello@zella.com.ng. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ('Submissions'), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services (collectively, 'Contributions'). Any Submission that is publicly posted shall also be treated as a Contribution.

When you post Contributions, you grant us a licence: By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt, and exploit your Contributions for any purpose, commercial, advertising, or otherwise.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

Copyright infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the COPYRIGHT INFRINGEMENTS section below.

By using the Services, you represent and warrant that:

1. All registration information you submit will be true, accurate, current, and complete;
2. You will maintain the accuracy of such information and promptly update such registration information as necessary;
3. You have the legal capacity and you agree to comply with these Legal Terms;
4. You are not a minor in the jurisdiction in which you reside (at least 18 years old);
5. You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise;
6. You will not use the Services for any illegal or unauthorised purpose; and
7. Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

We accept the following forms of payment:

• Visa
• Mastercard
• Verve
• Bank Transfer

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Nigerian Naira (NGN).

You agree to pay all charges at the prices then in effect for your purchases and any applicable fees, and you authorise us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per business, or per order.

Billing and Renewal

Your subscription will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly.

Free Trial

We offer a 14-day free trial to new users who register with the Services. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by logging into your dashboard account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at hello@zella.com.ng.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorised framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit any material that acts as a passive or active information collection mechanism (such as clear gifs, 1x1 pixels, web bugs, or spyware).
• Interfere with, disrupt, or create an undue burden on the Services or connected networks.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing the Services.
• Attempt to bypass any measures designed to prevent or restrict access to the Services.
• Copy or adapt the Services' software, including HTML, JavaScript, Python, or other code.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services.
• Use buying agents or purchasing agents to make purchases on the Services.
• Make any unauthorised use of the Services, including collecting usernames/emails for unsolicited communications.
• Use the Services as part of any effort to compete with us or for any unauthorised commercial enterprise.
• Sell or otherwise transfer your profile or account access.
• Send spam, unsolicited bulk messages, or engage in unauthorized broadcast messaging in violation of Meta policies.
• Sell or promote illegal, counterfeit, or prohibited goods (including weapons, illegal drugs, or unauthorized adult services).
• Violate Meta's WhatsApp Business Policy or Instagram Messaging Terms.
• Harvest, scrape, or resell customer conversation data collected through the platform.
• Attempt to reverse engineer, decompile, or misuse the AI models and API integrations powering Zella.

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials (collectively, 'Contributions'). Contributions may be viewable by other users of the Services and through third-party websites.

When you create or make available any Contributions, you represent and warrant that:

• Your Contributions do not and will not infringe the proprietary rights of any third party.
• You are the creator and owner of or have the necessary licences, rights, consents, and permissions to use and authorise us to use your Contributions.
• You have written consent of each identifiable individual person in your Contributions.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, or mass mailings.
• Your Contributions are not obscene, lewd, violent, harassing, libellous, slanderous, or otherwise objectionable.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child protection or health/well-being of minors.
• Your Contributions do not include offensive comments connected to race, national origin, gender, sexual preference, or physical disability.

By posting your Contributions to any part of the Services or linking your account to social networking accounts, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide licence to host, use, copy, reproduce, disclose, publish, broadcast, store, reformat, translate, and distribute such Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services.

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a 'Third-Party Account') such as Meta WhatsApp Business or Instagram Professional accounts.

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access without breach of any terms governing your Third-Party Account. By granting access, you understand that we may access and process messages and media submitted through those channels to provide automated customer support and sales assistance.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS (SUCH AS META PLATFORMS, INC.) IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH THOSE THIRD PARTIES. You can disconnect your Third-Party Accounts at any time via your Zella Dashboard Settings.

The Services may contain links to other websites ('Third-Party Websites') as well as articles, photographs, text, graphics, designs, sound, video, information, applications, and other content belonging to third parties ('Third-Party Content'). Such Third-Party Websites and Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us.

We are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on or available through the Services. If you decide to leave the Services and access Third-Party Websites, you do so at your own risk.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who violates the law or these Legal Terms; (3) refuse, restrict access to, limit the availability of, or disable any of your Contributions; (4) remove or disable files that are burdensome to our systems; and (5) otherwise manage the Services to protect our rights and facilitate proper functioning.

We care about data privacy and security. Please review our Privacy Policy: https://zella.com.ng/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

Please be advised that core cloud hosting infrastructure for our application is hosted in the United States and global edge networks. If you access the Services from other regions of the world, your data may be transferred to and processed internationally, in strict compliance with the Nigeria Data Protection Act (NDPA) 2023 and standard contractual safeguards.

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us at hello@zella.com.ng. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification.

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON FOR ANY REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR APPLICABLE LAW.

WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or network maintenance resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime.

These Legal Terms shall be governed by and defined following the laws of Nigeria. Zella Labs LTD and yourself irrevocably consent that the courts of Nigeria shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a 'Dispute'), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

Binding Arbitration

If the parties are unable to resolve the dispute through informal negotiation, the dispute shall be finally resolved by arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules in force at the time. The number of arbitrators shall be one (1). The seat or legal place of arbitration shall be Lagos, Nigeria. The language of the proceedings shall be English.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis; and (c) there is no right for any Dispute to be brought in a representative capacity.

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties; (5) your violation of the rights of a third party; or (6) any overt harmful act toward any other user of the Services.

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision shall not operate as a waiver of such right or provision.

If any provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Services.

Zella uses artificial intelligence to generate automated responses, handle customer inquiries, and process product orders on behalf of merchants. Automated responses are generated based on the product catalogue, pricing, availability, and instructions configured by the merchant. Zella does not guarantee that AI-generated responses will be 100% error-free. The merchant is solely responsible for maintaining an accurate, up-to-date catalogue. Zella accepts no liability for pricing discrepancies, inventory inaccuracies, or misunderstandings resulting from outdated or incorrect catalogue data provided by the merchant.

Where a merchant uses Zella's payment receipt forwarding feature, Zella acts strictly as an administrative communication tool that forwards receipt images received from customers to the merchant's dashboard. This feature does not constitute financial verification, does not verify bank settlement, and does not guarantee that funds have cleared. The merchant is solely responsible for independently logging into their own bank account or payment provider to confirm receipt of funds before dispatching goods or providing services. Zella accepts no liability for losses or fraud arising from a merchant's reliance on unverified receipt images.

Zella operates via official Meta Cloud APIs (WhatsApp Business API and Instagram Messaging API). Merchants must at all times comply with Meta's WhatsApp Business Messaging Policy, Commerce Policies, and Instagram Platform Terms. Merchants agree to message only customers who have voluntarily initiated communication. Zella is an independent software platform and is not liable for any restrictions, suspensions, rate limits, or policy enforcement actions imposed on a merchant's account by Meta Platforms, Inc.

Zella subscription plans include a defined monthly allocation of automated messages. To prevent disruption to customer conversations, Zella will continue responding when a merchant exceeds their plan's included message quota. Any messages processed in excess of the plan allowance are billed transparently as metered overage at the end of the monthly billing cycle, in accordance with the published pricing rates on our website.

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: