TERMS OF USE

Effective Date: 12 April 2025 Registered Entity: Opsando Technologies Business Registration Number: 320251041021 (PACRA Certified)

1. DEFINITIONS

In these Terms of Use:

• “Opsando”, “we”, “us”, or “our” refers to Opsando Technologies, the owner and operator of the online marketplace located at www.opsando.com, a company registered in Zambia.
• “You”, “your”, “user” means any person accessing or using our website or services, including vendors, customers, and browsers.
• “Platform” means the Opsando.com website and all associated subdomains, tools, services, and digital interfaces.
• “Vendor” refers to an approved third-party individual or entity listing products or services for sale on Opsando.
• “Buyer” means any user purchasing goods or services from vendors via Opsando.
• “Micro-Shop” refers to the vendor-branded URL store powered by Opsando (e.g., opsando.com/shopname).
• “Terms” means this document and all policies referenced herein, including our Privacy Policy and Returns Policy.

2. ACCEPTANCE OF TERMS

By accessing or using Opsando.com, including placing orders or registering as a vendor, you agree to comply with and be legally bound by these Terms of Use, which may be updated periodically. If you do not agree, you must cease use of the platform.

3. ELIGIBILITY

• You must be at least 18 years of age to use our services.
• Use by minors is permitted only under the supervision of a legal guardian.
• We may suspend or terminate accounts that do not meet eligibility requirements.

4. ACCOUNT CREATION & SECURITY

• Users are responsible for maintaining the confidentiality of their credentials.
• Vendors must undergo KYC verification as outlined in our onboarding policy.
• We reserve the right to suspend or terminate accounts suspected of unauthorised or fraudulent activity.

5. NATURE OF THE PLATFORM

Opsando is an e-commerce marketplace that enables vendors to list and sell goods to customers. Opsando is not a party to the sale contract between vendor and buyer. The platform merely facilitates transactions.

We do not guarantee:

• That listed products are always available.
• The accuracy of information provided by vendors.
• That all product listings comply with consumer protection laws unless reported and reviewed.

6. VENDOR TERMS

6.1 Registration All vendors must submit valid identification, tax information (TPIN), and agree to one of our subscription plans: Essentials, Grow, or Enterprise.

6.2 Commission Structure

• Vendors on the Essentials plan are subject to a 17% commission per transaction. This is a free plan with no subscription fees.
• Vendors on the Grow plan are subject to a 15% commission per transaction. Requires an additional $240/year subscription fee.
• Vendors on the Enterprise plan are subject to an 11% commission per transaction. Requires an additional $300/year subscription fee.
• A portion of this commission is allocated to our payment gateway partners, who enable the platform to securely process customer payments.
• Commission rates may be adjusted at our sole discretion. In such cases, vendors will be notified at least 30 days in advance via email prior to any changes taking effect.

6.3 Product Listings

• Products must be listed using accurate names, prices, categories, and brand data.
• Fake, prohibited (see Section 13), or misleading listings may be removed without prior notice.

6.4 Ownership of Listings Product content remains the intellectual property of the vendor but grants Opsando a non-exclusive right to display, market, and promote it globally.

6.5 Micro-Shop Obligations Vendors are responsible for keeping their micro-shop information up to date and ensuring that customer queries are responded to promptly.

6.6 Suspension & Termination Opsando reserves the right to terminate any vendor who breaches these terms, fails to deliver orders, or is found to have engaged in dishonest practices.

7. ORDERING & PAYMENT

7.1 Accepted Payment Methods

• MTN Money
• Airtel Money
• Bank Transfers
• Cards, Google Pay, Apple Pay (through Stripe)

7.2 Order Confirmation A customer’s order is only confirmed upon issuance of a dispatch confirmation. Opsando is not liable for delivery delays caused by vendors.

7.3 Escrow and Payout Schedule All customer payments are first received by Opsando in a secure escrow system. Funds are then automatically disbursed to the vendor’s designated bank or mobile money account on the 15th and the last day of each month, provided there are no active disputes or pending refunds on the vendor’s account.

8. RETURNS, REFUNDS & REPLACEMENTS

8.1 General Return Window Most items are returnable within 7 days of confirmed delivery. The return period begins on the date the item is marked as delivered by the courier or confirmed received by the customer.

8.2 Eligibility Criteria Returns will only be accepted if:

• The item was delivered in damaged or defective condition.
• The item is different from what was ordered.
• The item is unused and in original packaging with accessories and manuals intact.

8.3 Non-Returnable Items The following items are not eligible for return or exchange:

• Edibles and perishables
• Flowers and live plants
• Final-sale or clearance items (clearly marked)
• Gift cards

8.4 Refund Options

• Prepaid orders may be refunded to the original payment method.
• Certain categories may be refunded via Opsando Gift Cards, which can be used for future purchases.
• Used items, such as refurbished electronics, are non-cash refundable. These items may only be:
  • Replaced with a similar model of the same specification (where available), or
  • Refunded in the form of an Opsando Gift Card equal to the value of the original purchase.

8.5 Return Misuse Repeated or abusive returns may result in warnings, account suspension, or blocking of future return rights.

8.6 Return Shipping Responsibility All return-related shipping or transportation costs shall be covered by the vendor unless otherwise agreed in writing. Vendors are expected to provide clear return instructions and timely support to facilitate the return process.

9. SHIPPING METHODS

9.1 Standard Delivery (Assigned to All Vendors) All vendors are provided access to Opsando’s Standard Delivery shipping method, which enables nationwide delivery to customers falling within designated shipping zones. The estimated delivery time for Standard Delivery is 2–5 business days. Shipping fees vary depending on the customer's delivery zone, based on Opsando’s preconfigured rates negotiated with partner couriers. These rates are automatically visible to vendors within their dashboard.

9.2 Yango Delivery (Assigned to All Vendors) This shipping method is also available to all vendors and does not require advanced shipping fee collection. Instead, delivery is arranged by the seller and the customer pays the Yango delivery driver directly upon package collection.

9.3 Vendor-Specific Shipping Options Vendors may request customised shipping methods that are specific to their region or customer base. One such example is Free Lusaka Delivery, which covers customers in the Lusaka delivery zone. This is arranged by the vendor and is free of charge to the buyer. Estimated delivery time for this method is 0–1 business days.

9.4 Third-Party Shipping Disclaimer Shipping services that are arranged outside of Opsando’s direct fulfilment options (e.g., Yango or vendor-managed delivery) are offered for convenience only. Opsando shall not be held liable for delays, damages, or disputes arising from third-party shipping providers.

10. VENDOR OPERATIONS & COMPLIANCE

10.1 Product Listing Standards All product listings must adhere to the following standards:

• Unique SKU Codes: Each variation (e.g., size, colour) must have a distinct SKU.
• Media Requirements:
  • Minimum of 2 high-resolution images (1200x1200 pixels or higher).
  • White or transparent backgrounds only.
  • No watermarks, logos, or promotional text allowed.
  • Accurate colour representation is required.
• Category Accuracy: Vendors must only list products under the correct pre-set product categories available on Opsando. Listings placed under incorrect categories may not be visible to customers and are subject to removal.
• Product Naming Guidelines: Product titles must be short, clear, and professional. Avoid filler or promotional language. Titles should reflect the product name, brand, model, and relevant specs.
  • Good Example: Apple iPhone 13 Pro Max 256GB
  • Bad Example: I am selling an iPhone pro max with 256gb storage

10.2 Inventory Management Vendors shall:

• Log in and update stock quantities at least once every 48 hours.
• Immediately mark out-of-stock items as unavailable.
• Maintain buffer stock for high-demand items.
• Only list items that are currently in stock and available for dispatch.

Penalties:

• Accounts inactive for more than 72 hours may be temporarily suspended.
• Repeated violations may lead to permanent termination of vendor privileges.

10.3 Order Fulfilment Protocol

• Processing Timeline: All orders must be shipped within one working day (24 hours) of order confirmation.
• Tracking Numbers: If applicable, tracking details must be uploaded within 4 hours of dispatch.
• Non-Compliance: Opsando reserves the right to cancel orders not shipped within this timeframe, and a non-fulfilment strike may be issued against the vendor. Accumulation of strikes may result in account suspension.

11. REINSTATEMENT AFTER SUSPENSION

Vendors may request reactivation of suspended accounts by fulfilling the following requirements:

• Paying a Reinstatement Fee:
  • First suspension: K1,000 or 5% of last month’s sales, whichever is higher.
  • Subsequent suspensions: K5,000 or 10% of last month’s sales.
• Submitting a Corrective Action Plan: Vendors must outline how violations will be resolved and how compliance will be maintained going forward.
• Passing a Compliance Review: Opsando will conduct an operational and behavioural compliance review within 5 business days of receiving the reinstatement request.

Note: Accounts terminated for fraud or illegal activity are not eligible for reinstatement.

12. USER CONDUCT

You agree not to:

• Use the platform for unlawful or harmful purposes.
• Upload content that is misleading, defamatory, infringing, or contains malware.
• Harvest data, spam, or impersonate other users.
• Post or list counterfeit goods or services.

13. PROHIBITED ACTIVITIES

13.1 Restricted Content

Vendors are strictly prohibited from listing the following:

• Counterfeit or replica items
• Weapons or ammunition
• Hazardous materials
• Illegal substances
• Recalled products
• Items that infringe on intellectual property rights

13.2 Marketplace Abuse

The following activities are strictly forbidden:

• Shill bidding or creating fake reviews
• Keyword stuffing or irrelevant spam
• Circumventing platform fees or commission
• Operating multiple vendor accounts without approval
• Price manipulation or artificially inflating value

Enforcement: Violations of these rules may result in:

• Immediate removal of listings
• Temporary or permanent account suspension
• Legal action or reporting to appropriate authorities

14. CONTENT OWNERSHIP & LICENSE

• All platform content (design, text, images, product configuration tools) is the property of Opsando Technologies or its licensors.
• You may not copy, republish, scrape, or sell content without express permission.

15. AVAILABILITY AND SERVICE INTERRUPTION

While we strive for continuous availability, we may interrupt service for:

• Maintenance
• Platform upgrades
• Legal compliance
• Emergency suspension for fraud or abuse

We shall not be held liable for temporary unavailability.

16. DISCLAIMER OF WARRANTIES

16.1 Vendor Warranty Disclaimer Unless explicitly stated by the vendor on the product listing, all products sold on Opsando are provided without warranties. Any warranty claims made by vendors are strictly between the vendor and the buyer and fall outside of Opsando’s policy framework. Opsando shall not be held liable for enforcing or facilitating any warranty obligations declared by third-party vendors.

16.2 Platform Disclaimer Opsando provides its platform "as is" without any warranties, expressed or implied. We do not warrant:

• That the platform is error-free.
• That products listed are suitable for a particular purpose.
• That vendors will fulfil orders accurately or promptly.

17. LIMITATION OF LIABILITY

Opsando shall not be liable for:

• Loss of profits, business, or data.
• Indirect or consequential losses.
• Claims arising from vendor or buyer disputes.

Our total liability shall never exceed the amount paid by you in the preceding 30 days for services directly related to the claim.

18. INDEMNITY

You agree to indemnify Opsando, its affiliates, employees, and agents from all claims, damages, or losses arising from your misuse of the platform, violation of these terms, or infringement of third-party rights.

19. TERMINATION

We reserve the right to suspend or terminate your account if you:

• Breach any part of these Terms.
• Engage in fraudulent or unethical conduct.
• Provide misleading information during registration.

20. GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of the Republic of Zambia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Lusaka, Zambia.

21. CONTACT DETAILS

For support, legal notices, or policy questions:

• Email: legal (@) opsando.com
• Phone: +260-77-1252883
• Mail: Sunshare Tower, Katima Mulilo Road, Lusaka, Zambia