Stockwaka Terms of Service

In these Terms:

Headings are for convenience only. “Including” means “including without limitation”. A reference to a law includes that law as amended or replaced.

By registering for, messaging, or continuing to use Stockwaka, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

Because Stockwaka runs inside WhatsApp, there is no sign-up form to tick. Sending a message to our WhatsApp Business number, completing onboarding, or continuing to use the Service after we notify you of a change is acceptance of the version of these Terms current at that time.

You confirm you are at least 18 years old and, where you register for a business, that you are authorised to bind that business.

Changes

We may amend these Terms. We will publish the amended version on this page with a new effective date and version number, and where the change materially affects your rights or obligations we will tell you on WhatsApp before it takes effect. Continuing to use the Service after that date is acceptance.

Your WhatsApp phone number is your identity on Stockwaka. There is no password for the core service. This makes the Service usable without literacy or a smartphone app, and it makes control of the number critically important.

• You are responsible for everything done through your number, and for keeping control of the SIM and the WhatsApp account attached to it.
• Tell us immediately, at the contact addresses in these Terms, if your number is lost, ported, recycled, or comes under someone else’s control. Until you do, we are entitled to treat messages from that number as coming from you.
• You are responsible for every Attendant PIN you issue and every counter terminal you pair, and for removing an Attendant when they leave.
• You must give accurate registration details and keep them up to date.

One account is for one business. You may add further stores where your Plan allows it, and only with the consent of each store, which must accept an invitation from its own number.

Stockwaka has three sides, all writing to the same stock record:

• On WhatsApp — you send voice notes, text commands, photographs and files. We transcribe them, work out what they mean, and update your stock, sales, credit book, reports and trade ledger.
• At the counter — the terminal application records sales by scan, tap or voice, prints receipts, and keeps working while the network is down, syncing when it returns.
• Your storefront — shoppers order from you over WhatsApp using a link or QR code you share, and pay you directly.

We may add, change or withdraw features. We will not remove a material feature from a paid Plan without reasonable notice.

Availability

We aim to keep the Service available at all times but we do not guarantee uninterrupted access. The Service depends on networks and providers we do not control, including WhatsApp itself, and may be unavailable during maintenance, outages or events beyond our reasonable control.

Current Plans, prices and limits are published on our pricing page and may change. Prices are in Nigerian Naira and, unless stated otherwise, include any applicable tax.

• Paid Plans are billed in advance for the billing period you choose, and renew automatically until cancelled.
• Subscription payments are processed by Paystack. We do not store your full card details.
• You authorise us, and our payment processor, to charge your chosen payment method for each renewal until you cancel.
• Free Plan accounts are subject to the monthly transaction allowance published for that Plan. Once the allowance is used, we may pause processing until the allowance resets or you upgrade.
• You can cancel at any time. Cancellation takes effect at the end of the current billing period; the Service continues until then.
• If a payment fails we may retry it, and may suspend paid features until it succeeds.

Where we offer a promotional price, free access, or an early-access arrangement, we may end it on reasonable notice and move the account to the standard price for its Plan.

Billing questions go to billing@bitasei.com.

This clause is about the fees you pay us for a Plan. Money your shoppers pay you is dealt with in clauses 7 and 8.

• A first subscription payment may be refunded at 75% of the amount paid if you request it within 48 hours of the charge and have not made substantial use of paid features in that period.
• Renewal charges are not refundable, but you may cancel to prevent the next renewal.
• We do not refund part-used billing periods where you cancel mid-period.
• Where we withdraw the Service, or materially reduce a paid feature without a comparable replacement, we will refund the unused portion of your current billing period.

Refund requests go to billing@bitasei.com. We aim to decide within 7 business days and to pay an approved refund within 14 business days, to the method originally used.

Nothing in this clause limits any right you have under Nigerian consumer protection law that cannot be excluded by agreement.

It follows that, for every sale made through the Service, you are the seller and the merchant of record. We provide a messaging, ordering and record-keeping tool. We are not a party to the contract between you and your shopper, not an agent, not a marketplace operator selling on your behalf, and not a payment service provider.

What you are responsible for

• The existence, description, quality, safety, legality, pricing and availability of everything you list or sell.
• Fulfilling orders, arranging any delivery or collection, and handling returns and complaints.
• Every consent, licence, permit or registration your trade requires — including for regulated goods such as medicines, food, alcohol and tobacco.
• Your own tax obligations on your sales.
• The accuracy of the bank account you nominate to receive payment. We verify the account name with our payment provider before use, but you confirm the account is yours and that you are entitled to receive business proceeds into it.

What we do not promise your shoppers

We give no warranty to any shopper about your goods, your delivery, or your conduct. A shopper’s claim about an order lies against you. You will deal with such claims promptly, and you will not represent to anyone that we are responsible for them.

8.1 You bear the liability

You are solely liable for all refunds, returns, cancellations, chargebacks, disputes, payment reversals and claims arising from your sales, and for every fee, penalty, levy or charge a bank, card scheme or payment provider imposes in connection with them. This is so whether the cause is a customer complaint, a claim that goods were not delivered or not as described, a mistaken or duplicate payment, or fraud on the shopper’s payment instrument.

8.2 You authorise us to recover

Where we, BitaSei, or a payment provider acting for us, are debited, charged back, held liable for, or otherwise out of pocket for any amount arising from your sales, you irrevocably authorise us to recover that amount together with our reasonable costs, by any one or more of the following, at our discretion:

• Set-off. Deducting it from any amount otherwise payable or routed to you, including future settlements of online-order payments, before those amounts reach you.
• Charging your payment method. Debiting the card, bank mandate or other payment instrument held on your account — including the one used for your subscription — for which you give us a continuing authority for this purpose.
• Withholding. Suspending your storefront, suspending online payment routing, or placing a reasonable hold on amounts routed to you while a dispute is investigated and for a reasonable period afterwards.
• Demand as a debt. Recovering the amount from you as a debt immediately due and payable, together with interest at 1.5% per month (or the maximum permitted by law, if lower) from the date we are debited until payment, and our reasonable costs of recovery including legal and collection costs.

These remedies are cumulative. Exercising one does not prevent us from exercising another, and delay in exercising any of them is not a waiver.

8.3 You must help us defend the dispute

Chargeback windows set by banks and card schemes are short, and a dispute we cannot answer in time is a dispute lost. So, on request, you will give us everything needed to respond — proof of delivery or collection, your correspondence with the shopper, order and receipt records, and any other evidence reasonably required — within 3 business days, or sooner if the provider’s deadline requires it. If you do not, we may treat the dispute as lost and recover the full amount from you under clause 8.2.

8.4 Excessive disputes

If your account attracts a rate of chargebacks or disputes that we or a payment provider consider excessive, or that puts our own provider relationships at risk, we may suspend online payment routing or your storefront, require you to operate on bank transfer with manual confirmation, or terminate under clause 18.

8.5 Where a refund is genuinely due

Nothing here entitles you to withhold a refund your shopper is legally owed. If a shopper is entitled to a refund, you must make it promptly and directly. Cancelling or rejecting an order inside the Service releases the reserved stock and notifies the shopper; it does not itself move money, and it does not discharge your obligation to return a payment you have already received.

You accept that transcription and extraction are probabilistic: a figure, quantity, product or name may be misheard or misread, particularly with background noise, unclear handwriting, poor lighting, or unusual phrasing. We give no warranty that any transcription, extraction, valuation, report or alert is accurate or complete.

• You are responsible for reviewing confirmations and correcting anything wrong, using the correction commands the Service provides.
• Reports, profit figures, stock levels, credit balances, tax figures and trade positions are informational aids produced from what was captured. They are not statements of account, audited figures, or professional advice.
• Stockwaka is not an accountant, a tax adviser, a financial adviser, or a broker. Nothing it produces is financial, investment, legal or tax advice. Where the Service records cryptocurrency trades it does so as a stock ledger at your instruction; we neither execute, custody, quote nor recommend any trade, and market rates we display are indicative and sourced from third parties.
• Before filing anything with a tax authority, or relying on a figure for a material decision, check it against your own records.

Tax and VAT

The Service can record VAT on a tax-inclusive basis at a rate you set, and show it on receipts and reports. This is a bookkeeping convenience only. You decide whether you are required or entitled to charge VAT and at what rate. We make no claim that the Service, its receipts, or its numbering satisfy any requirement of the Federal Inland Revenue Service or any other authority, and registration, filing and remittance remain entirely yours.

Your Business Records belong to you. We claim no ownership of them. You grant us a licence to host, process, transmit, back up and display them, and to have our sub-processors do the same, strictly to provide and support the Service and as our Privacy Policy describes.

When you record data about other people

Stockwaka lets you store personal data about people who are not our users — most obviously in the credit book, where you record a named customer and what they owe, and in the names that appear in sales entries and photographed records. For that data:

• You are the data controller. We process it only on your instructions, as your processor, under the Nigeria Data Protection Act 2023.
• You warrant that you have a lawful basis to collect and record it, and that you have given those people any notice the law requires.
• You are responsible for responding to those people if they ask what you hold about them, or ask you to correct or delete it. We will give you reasonable assistance.
• You must not record special category data — such as health information — in the Service.
• You will not use the Service to build a debt profile of anyone for a purpose other than running your own trade, and you will not publish, sell or share a customer’s debt record.

You indemnify us under clause 17 for claims arising from personal data you record without a lawful basis.

Getting your data out, and losing it

You may request an export of your Business Records at any time while your account is open. We keep backups, but you remain responsible for your own records; we are not your system of record for statutory purposes.

We grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the counter terminal application on computers you control, for your own business, for as long as your account is in good standing and your Plan permits it.

• You may not copy, sell, rent, sub-licence, reverse engineer, decompile or attempt to derive the source code of the application, except to the extent the law expressly permits.
• The terminal keeps a copy of your catalogue and queues sales on the computer so it can trade offline. You are responsible for the physical security of that computer and for anyone who can reach it.
• The terminal updates itself. You agree to receive updates, which may be required for continued operation.
• Sales recorded offline are transmitted when the connection returns. We are not liable for records lost because a computer is damaged, wiped or disposed of before it next connects.
• You are responsible for your own hardware, printers, scanners, power and connectivity.

The Service, including its software, interfaces, prompts, models as we deploy them, documentation, and the Stockwaka and BitaSei names and logos, is owned by us or our licensors and is protected by intellectual property law. Except for the licence in clause 11, nothing in these Terms transfers any right in it to you.

You may not use our names, logos or branding without our written permission, except to state factually that you use Stockwaka.

If you send us feedback or a suggestion, you grant us a perpetual, worldwide, royalty-free right to use it without obligation or attribution.

You must not use the Service to:

• Break any law, or trade in anything you are not licensed or permitted to trade in.
• Sell counterfeit, stolen, unsafe or prohibited goods, or anything whose sale requires a permit you do not hold.
• Defraud, deceive or mislead anyone, including by advertising stock you do not have or prices you will not honour.
• Launder money, finance terrorism, evade sanctions, or disguise the source or destination of funds.
• Infringe anyone’s intellectual property or other rights.
• Send unsolicited bulk messages, or use a storefront link to message people who have not asked to hear from you.
• Harass, threaten, abuse or impersonate anyone, including our staff and your own customers.
• Interfere with the Service — probing, scraping, overloading, circumventing limits or security, introducing malicious code, or accessing an account that is not yours.
• Share one account across separate businesses, resell the Service, or evade Plan limits.
• Automate access to the Service other than through an interface we provide for that purpose.

We may investigate suspected breaches, and may report conduct to law enforcement or a regulator where we are required or reasonably believe we should.

The Service depends on third parties, including WhatsApp (Meta), our speech and language providers, Paystack, our SMS provider, and our hosting providers. Your use of the Service is also subject to their terms, and in particular to WhatsApp’s own terms for the number you use.

We are not responsible for the acts, omissions, outages, pricing or policy changes of those third parties. If one of them ceases to provide a service, or changes it in a way that materially affects Stockwaka, we may change or withdraw the affected feature.

To the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

Without limiting that, we do not warrant that:

• The Service will be uninterrupted, timely, secure or error-free.
• Any transcription, extraction, report, profit figure, stock level, alert or rate is accurate or complete.
• Messages will always be delivered, or delivered promptly, over networks we do not control.
• The Service meets any legal, accounting or tax obligation that applies to you.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, to the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, goodwill, business opportunity, anticipated saving, or data, however arising.
• We are not liable for loss arising from your reliance on an inaccurate transcription, extraction, report or figure that you had the opportunity to check in a confirmation message.
• We are not liable for loss arising from a dispute between you and a shopper, an Attendant, another store, or a credit customer.
• We are not liable for loss caused by your failure to keep control of your phone number, your Attendant PINs, or a paired terminal.

You will indemnify and hold harmless BitaSei Technologies Limited, its directors, officers, employees and agents against all claims, demands, proceedings, losses, liabilities, fines, and reasonable costs and legal fees arising out of or in connection with:

• The goods or services you sell, including any claim by a shopper about description, quality, safety, delivery, or non-delivery.
• Refunds, chargebacks, reversals and related fees on your sales, as set out in clause 8.
• Your breach of these Terms or of any applicable law, licence or permit.
• Personal data you record in the Service without a lawful basis, or your failure to meet your obligations as a data controller.
• Any claim that content you submit infringes a third party’s rights.
• Use of your account by anyone you allowed, or negligently permitted, to use it.

We will notify you of any claim we seek to be indemnified for, and will not settle it without your consent, which you will not unreasonably withhold.

You may stop using the Service and close your account at any time.

We may suspend or terminate your account, on notice where practical, if:

• You breach these Terms, including the acceptable use clause.
• We reasonably suspect fraud, or unlawful or harmful activity.
• Payment fails repeatedly or an amount owed to us under clause 8 is unpaid.
• Your account attracts an excessive rate of chargebacks or customer disputes.
• A payment provider, WhatsApp, or a regulator requires it.
• The account is inactive for more than 24 consecutive months.
• We discontinue the Service, in which case we will give reasonable notice and refund the unused portion of any paid period.

Where the risk is serious — suspected fraud, a legal requirement, or a threat to the Service or other users — we may suspend immediately and notify you afterwards.

What happens on termination

• Your right to use the Service ends, and paired terminals stop syncing.
• You may request an export of your Business Records within 30 days.
• We retain data for the periods set out in the Privacy Policy, including where law requires us to keep accounting records.
• Clauses that by their nature should survive do survive — in particular clauses 8, 12, 15, 16, 17, 19 and 20.

Step one: talk to us

Before starting formal proceedings, you agree to raise the dispute with us in writing at legal@bitasei.com and to try in good faith to resolve it for 30 days. Most problems are settled here.

Step two: arbitration

If the dispute is not resolved in that period, it will be referred to and finally settled by binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria, before a single arbitrator, with the seat and venue in Lagos, Nigeria, conducted in English. The award is final and binding, and may be entered in any court of competent jurisdiction.

Individual claims only

Disputes are resolved individually. You and we each waive any right to bring or participate in a class, collective or representative proceeding.

Nothing in this clause prevents either party from applying to a court for urgent interim relief, or us from recovering an undisputed debt.

• Governing law. These Terms are governed by the laws of the Federal Republic of Nigeria, and subject to clause 19, the courts of Lagos State have exclusive jurisdiction.
• Entire agreement. These Terms and the Privacy Policy are the whole agreement between us about the Service, and replace anything said or written before.
• Assignment. You may not assign or transfer your rights without our written consent. We may assign ours to an affiliate or in connection with a merger, reorganisation or sale of the business.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the rest continues in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control, including network and power failure, provider outage, industrial action, civil unrest, or act of government.
• Notices. We may give you notice on WhatsApp at your registered number, or by publishing it in the Service. You give us notice at the addresses in clause 21.
• No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship between us.

Stockwaka is a product of BitaSei Technologies Limited (RC 9278400).