Use of Terms and Conditions

Xclusiv Retail Marketplace Innovation LTD

Version 1.0 — Effective 1 August 2025

PART A — GENERAL

1. Who we are and what this agreement is

Xclusiv Marketplace is operated by Xclusiv Retail Marketplace Innovation LTD ("Xclusiv", "we", "us"), a company incorporated in the Federal Republic of Nigeria with registration number 7011699, registered office at 10 Sardauna Crescent, Nassarawa GRA, Kano, Nigeria.

Xclusiv is an AI-native financial, operations, and distribution platform redefining what finance, business, and lifestyle mean for premium Nigerians, ambitious businesses, and globally minded institutions.

These Terms of Use form a binding agreement between you and us. They replace every earlier version. By creating an account or using Xclusiv you accept them.

2. How this agreement is organised

Part A applies to everyone.
Part B applies to anyone who posts content or sends messages.
Part C applies when you buy.
Part D applies when you sell.
Part E applies to event tickets and invitations.
Part F contains the legal terms and applies to everyone.

Where parts conflict, the part dealing specifically with what you are doing takes precedence over Part A. Our Privacy Policy governs anything about personal data. A seller's own published policies apply only where they give you more than these terms require — they can never give you less.

3. The words we use

Services — the Xclusiv mobile application, the website at getxclusiv.com, and everything we provide through them.

Content — anything you post, upload, send or transmit through the Services, including listings, photographs, videos, posts, comments, reviews and messages.

Buyer — a member who buys or offers to buy through the Services.

Seller — a member who lists or sells through the Services.

Consumer — a buyer acting for purposes outside a trade or business.

4. Who can use Xclusiv

You must be 18 or over to create an account, buy, sell or post on Xclusiv. By using the Services you confirm that you are 18 or over and legally able to enter into this agreement.

We ask for your date of birth at sign-up and refuse registration below 18. If we find that an account belongs to someone under 18, we will close it.

You may not use the Services if we have previously suspended or removed you, or if you are subject to sanctions or legally barred from using them.

5. Your account

You are responsible for keeping your login details confidential and for everything done through your account. Tell us immediately at support@getxclusiv.com if you think someone else has accessed it.

Give us accurate information and keep it current. We may ask you to verify your identity before you use certain features; our Privacy Policy explains how we handle those documents.

You may close your account at any time in the settings section. Closing it does not cancel obligations already incurred, including completing open orders and paying amounts due.

6. Rules of use

You agree not to:

Break the law, or use Xclusiv for anything unlawful
Post content that is threatening, abusive, harassing, hateful, discriminatory, defamatory, sexually explicit or exploitative
Post content that infringes anyone's intellectual property or privacy
Impersonate any person or business, or misrepresent your connection to one
Create fake accounts, manipulate reviews or ratings, or engage in fraud
Take payment outside the Services in order to avoid our fees, or solicit other members to do so
Scrape, harvest or bulk-collect data from the Services, or use automated tools against them
Advertise unrelated goods or services to other members without our written consent
Interfere with the Services, probe them for vulnerabilities, or attempt to gain unauthorised access
Do anything that damages the safety or integrity of the marketplace

We may investigate suspected breaches and take the action set out in clause 9.

7. Things that may not be sold

You may not list or sell:

Counterfeit, replica or unauthorised copies of branded goods
Stolen goods, or anything you do not own or have the right to sell
Items you do not have in your possession at the time of listing, unless we have agreed a pre-order arrangement with you in writing
Goods whose sale or import is prohibited or restricted under Nigerian law
Age-restricted, regulated, hazardous or recalled products
Tickets you do not hold, or whose transfer the organiser prohibits
Anything else set out in our published prohibited items list at https://fccpc.gov.ng

We may remove any listing, cancel any transaction and suspend any account that breaches this clause.

8. Reporting problems

You can report a listing, a post, a message or a member from within the Services at the settings section, or by emailing support@getxclusiv.com. We review reports and aim to respond within [7 DAYS]. You can also block another member so they can no longer contact you or see your content.

We may remove content, restrict features or suspend accounts where we reasonably believe this agreement or the law has been broken, or where there is a risk to members.

9. Suspension and termination

Immediate suspension. We may suspend or close your account without notice if you seriously breach this agreement, if we reasonably suspect fraud or illegal activity, or if we must do so by law. We will tell you as soon as we reasonably can and explain why, unless the law prevents us.

Otherwise. We will give you at least [14] days' notice and a reason before closing your account.

When an account closes, whoever ends it:

Open orders are completed or refunded
Money we hold for you is paid out, less amounts you owe us, refunds due to buyers, and any sum we are lawfully entitled to withhold
Your content stops being visible on Xclusiv, and you have [30] days to request an export
The clauses that are meant to survive do so — see clause 34

Appeals. If you think a suspension or removal was wrong, write to support@getxclusiv.com, within [30] days. A person who was not involved in the original decision will review it and respond within [7 DAYS].

PART B — CONTENT AND COMMUNITY

10. Your content stays yours

You keep ownership of everything you post. You are responsible for it, and for having the rights to post it.

11. The licence you give us

You grant Xclusiv a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt, format, translate, publish, display and distribute your content — for these purposes only: operating and improving the Services, and promoting Xclusiv and the listings on it.

This licence is sub-licensable only to service providers acting on our instructions, and to buyers and members to the extent needed for the Services to work.

The licence ends [30] days after you delete the content or close your account, except that we may keep copies in backups until they are overwritten, and we cannot recall copies other members have already shared or saved.

You confirm that you own your content or have permission to post it, and that our use of it as described will not infringe anyone's rights.

12. Content we can remove

We may remove content that breaches clause 6, that a rights holder has validly reported, or that we are legally required to remove. Where we do, we will tell you and, unless the law prevents us, say why.

13. Intellectual property complaints

If you own intellectual property rights and believe a listing or post infringes them, email [IP EMAIL] with:

Your name, organisation and contact details
What right you own and evidence that you own it
A link to the listing or post concerned
Why you say it infringes
A statement that the information is accurate and that you are the rights holder or authorised to act for them

We aim to review within [14 DAYS]. If we remove content, we tell the member who posted it and give them the opportunity to respond. If they satisfy us the listing was lawful, we may restore it.

We close the accounts of members who repeatedly infringe.

14. Our intellectual property

The Xclusiv name, logo, app and website, and everything in them other than member content, belong to us or our licensors. You may not copy, modify or use them except as this agreement allows.

PART C — BUYING

15. Our role

Xclusiv is a platform. The contract of sale for an item is between you and the seller. We are not the seller and we do not own or inspect the items listed.

That said, we do more than introduce you. We take payment, we hold it until the transaction completes, we run the dispute process in clause 18, and we set the standards in clause 7 and enforce them.

16. Orders and prices

The price shown includes [TAXES, FEES] and excludes delivery unless stated. Delivery costs are shown before you confirm.

Your order is an offer to buy. The contract forms when we confirm the seller has accepted it. If a listing was wrongly priced or described and the seller cannot honour it, we will tell you and refund you in full.

17. Payment

Payment is taken through Flutterwave or Rubies MFB, a licensed payment service provider. Their terms apply to the payment itself. We do not receive or store your full card details.

We hold the payment until [TRIGGER — e.g. delivery is confirmed, or the buyer protection period ends], then release it to the seller.

18. If something goes wrong with your order

Nothing in this agreement affects your rights under Nigerian consumer law, including the Federal Competition and Consumer Protection Act 2018 and the Sale of Goods Act. No seller policy and no term of this agreement can reduce those rights.

You are entitled to a replacement or a full refund, including delivery costs, if:

The item never arrives within [14 DAYS] of the expected delivery date
The item is materially different from the listing
The item is counterfeit
The item is faulty or not of satisfactory quality

How to claim. Raise it in the app in the settings section or email support@getxclusiv.com, within [14 DAYS] of delivery or of the expected delivery date. Send photographs where you can. We will ask the seller to respond, decide the outcome within [14 Days], and tell you both why.

Sellers may offer more generous return terms — for example, returns for change of mind. Those are set by the seller and shown on the listing. They are in addition to the rights above, never instead of them.

19. Delivery

Delivery is arranged by SELLER OR XCLUSIV. Estimated timescales are estimates, not guarantees. Risk in the item passes to you on delivery.

PART D — SELLING

20. Becoming a seller

To sell you must be 18 or over, provide the information we ask for, and complete identity and, where relevant, business verification. We may decline or withdraw seller access at our discretion, acting reasonably.

21. Your listings

Every listing must be accurate, complete and not misleading. You must describe condition honestly, disclose defects, and use photographs of the actual item.

You warrant that every item you list is authentic, that you own it or are authorised to sell it, and that selling it is lawful. This warranty is fundamental to your right to sell on Xclusiv.

You must hold the item at the time of listing, dispatch within [2 DAYS] of the order, and provide tracking where available.

22. Fees

Our commission is a percentage of the sale price, plus ANY FIXED OR PAYMENT FEES. Fees are deducted before payout. Our current fee schedule is at [URL] and forms part of this agreement.

We may change our fees on [30] days' notice. Changes never apply to transactions made before they take effect.

23. Getting paid

We release your payment within 48 hours after the buyer accepts the product or service. Payouts go to the account you have verified with us.

We may withhold or delay a payout where there is an open dispute, where we reasonably suspect fraud or a breach of this agreement, or where we are required to by law. We will tell you why and for how long.

24. Refunds, returns and chargebacks

Where a buyer is entitled to a refund under clause 18 and the cause is attributable to you — the item was not as described, counterfeit, faulty or not sent — you bear the cost. We may deduct it from your balance or future payouts, or invoice you.

You are responsible for chargebacks arising from your transactions except where they result from our error.

25. Tax

You are responsible for determining, charging, collecting and remitting any tax due on your sales, and for your own tax filings. We may report transaction information to tax authorities where required.

26. Buyer data

When you receive an order we give you the buyer's name, delivery address and the contact details you need to fulfil it. You become a controller of that data in your own right. You may use it only to fulfil and support that order. You must not use it for your own marketing, must keep it secure, and must delete it once the order and any return period have ended. You must comply with the Nigeria Data Protection Act 2023 in handling it.

27. Your indemnity to us

You will indemnify us against claims, losses, costs and reasonable legal fees arising from:

Items you list or sell, including claims that they are counterfeit or infringing
Your breach of this agreement
Your failure to comply with tax, consumer or data protection law

PART E — EVENT TICKETS AND INVITATIONS

28. Additional terms for tickets

Tickets and invitations sold through Xclusiv are also subject to the conditions the event organiser imposes, including conditions on entry, age, behaviour and transfer. By buying, you accept those conditions.

Sellers must hold the ticket, must be permitted to transfer it, and must not list a ticket the organiser has made non-transferable. Resale [IS / IS NOT] permitted above face value.

If an event is cancelled, you are entitled to a refund of the price you paid and our fees.

If an event is postponed or materially changed, the ticket remains valid for the new date, and you may claim a refund within a stated window if you cannot attend.

If you are refused entry because the ticket was invalid, duplicated or non-transferable, you are entitled to a full refund from the seller under clause 18, and we will act against the seller.

We cannot control what happens at an event and are not responsible for the event itself.

PART F — LEGAL TERMS

29. Our responsibility to you

Nothing in this agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Nothing in this agreement affects your statutory rights as a consumer.

Subject to that:

We provide the Services with reasonable care and skill, but we do not promise they will be uninterrupted, error-free or always available
We are not responsible for items sold by sellers, for the accuracy of listings, or for the conduct of members, except as clause 18 provides
We are not responsible for third-party sites, content or services reached through the Services
We are not liable for indirect or consequential loss, loss of profit, loss of business, or loss of anticipated savings

Our total liability to you for all claims arising in any 12-month period is limited to the greater of (a) the total fees you paid to us, or we deducted from your sales, in that period.

30. Your responsibility to us

If you are a consumer, you will indemnify us against claims, losses and reasonable costs arising from your breach of this agreement or from content you post. If you are a seller, clause 27 applies instead.

31. Changes to this agreement

We may change this agreement. For material changes we will give you at least 14 days' notice in the app and by email before they take effect, and you may close your account before then if you do not accept them. Minor corrections take effect on publication.

Changes to fees and payout terms never apply to transactions made before the change took effect. Every version carries an effective date and earlier versions are archived at archive@getxclusiv.com.

32. If we disagree

Step one — talk to us. Email suport@getxclusiv.com setting out the problem and what you want. We will respond within [30] days.

Step two — mediation or arbitration. If that does not resolve it, either of us may refer the dispute to mediation or arbitration under the Arbitration and Mediation Act 2023, seated in Kano, Nigeria, before a single arbitrator, conducted in English.

Step three — the courts. Otherwise, disputes go to the courts of Kano State.

None of this prevents either of us applying to a court for urgent relief. If you are a consumer, nothing in this clause prevents you from bringing a claim in the courts where you live, or from complaining to the Federal Competition and Consumer Protection Commission.

33. Governing law

This agreement is governed by the laws of the Federal Republic of Nigeria.

34. General

Severability. If any clause is found unenforceable, the rest of the agreement continues in force and that clause is read down only so far as necessary.

No waiver. If we do not enforce a right, we do not give it up.

Assignment. You may not transfer your rights under this agreement. We may transfer ours to a company that acquires our business, provided your rights are not reduced.

Events outside our control. We are not liable for failure to perform caused by events beyond our reasonable control, including network failure, power failure, industrial action, civil disturbance, government action or natural disaster.

Notices. We contact you at the email address on your account or through the app. You contact us at the addresses in clause 1. Notice is treated as given on the day it is sent, unless sent after business hours, in which case the next business day.

Survival. Clauses 10 to 14, 24 to 27 and 29 to 34 survive the closing of your account.

No third-party rights. Only you and we may enforce this agreement.

Language. This agreement is made in English.

Entire agreement. This agreement, together with the Privacy Policy and the documents it refers to, is the whole agreement between us about the Services and replaces everything said or written before. Nothing in this clause limits liability for fraudulent misrepresentation.

35. Contact

Xclusiv Retail Marketplace Innovation LTD 10 Sardauna Crescent, Nassarawa GRA, Kano, Nigeria RC 7011699

General support: support@getxclusiv.com Disputes: support@getxclusiv.com Safety reports: support@getxclusiv.com Intellectual property complaints: support@getxclusiv.com Appeals: support@getxclusiv.com Privacy: [privacy@xclusiv.info] Legal notices: support@getxclusiv.com

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