1. Agreement to These Terms

These Terms of Service (“Terms”) form a binding agreement between you (“Merchant,” “you,” or “your”) and the Retail Stack contracting entity identified in Schedule A based on the country in which you operate (the “Company,” “Retail Stack,” “we,” “our,” or “us”). These Terms govern your access to and use of the Retail Stack platform and all of its products, applications, integrations, and services (together, the “Service”).

By creating an account, signing in, accepting an invitation to join an account, or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a business or legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

2. Definitions

   
   

3. Eligibility

To use the Service, you must be at least 18 years old, operating a legitimate business, legally capable of entering into a binding contract, and not located in any jurisdiction subject to comprehensive trade sanctions by Nigeria, Canada, the United States, or the United Nations.

The Service is intended exclusively for business use. It is not designed for personal, household, or consumer use.

4. The Service

Retail Stack provides software for operating retail and wholesale businesses. The Service includes inventory management, point-of-sale, procurement, supplier management, sales reporting, customer management, and related operational tools. Different Products may be made available on different channels, including web back office, mobile applications, and point-of-sale terminals. The Products available to you depend on the Subscription you have signed up for and the markets in which Retail Stack offers them.

We may add, modify, replace, or discontinue Products or features at any time. Where a change would materially reduce the functionality available to you under an active Subscription, we will use reasonable efforts to provide advance notice.

5. Accounts and Authorised Users

5.1 Registration

You may register for an Account by providing accurate, current, and complete information. You agree to keep your Account information up to date.

5.2 Account credentials

You are responsible for keeping your login credentials, passwords, access tokens, and authentication factors confidential. You must notify us at support@retailstack.co if you suspect any unauthorised access to your Account.

5.3 Authorised Users

You may invite Authorised Users to access your Account and assign them roles and permissions. You are responsible for:

• the actions and omissions of all Authorised Users

• configuring permissions appropriate to each Authorised User’s responsibilities

• promptly revoking access for Authorised Users who leave your organisation or no longer require access

• ensuring all Authorised Users comply with these Terms

5.4 Multi-store accounts

If you operate multiple Stores under the same Account, each Store is treated as a separate tenant for purposes of GMV measurement, billing, and audit logging unless otherwise agreed in writing.

6. Acceptable Use

You may use the Service only for lawful business purposes and in accordance with these Terms. You must not:

• violate any applicable law, regulation, or third-party right

• use the Service to process, store, or transmit data you are not legally authorised to handle

• engage in fraudulent, deceptive, or misleading activity, including fabricating transactions to manipulate GMV calculations

• attempt to gain unauthorised access to any part of the Service or any other Merchant’s Account

• reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Service, except to the extent expressly permitted by applicable law

• use bots, scrapers, crawlers, or other automated tools to extract data from the Service except through our documented APIs and within their published limits

• upload or transmit malicious code, viruses, or content designed to interfere with the Service

• resell, sublicense, white-label, or otherwise commercialise the Service without our prior written consent

• use the Service in any way that interferes with, disrupts, or imposes an unreasonable load on the Service or its infrastructure

• circumvent or attempt to circumvent any usage limits, access controls, security features, or billing controls

We may investigate any suspected violation. We may suspend or terminate access for material or repeated violations. Specific examples and further guidance are set out in our Acceptable Use Policy, which forms part of these Terms.

7. Fees and Billing

7.1 Pricing models

Retail Stack offers the Service under one or more pricing models, which may include a percentage of GMV processed, a fixed periodic subscription fee, per-transaction fees, free tiers, or a combination of these. The pricing model applicable to you is disclosed at the time of sign-up, in your in-product billing dashboard, or in a separate written agreement.

We may introduce new pricing models, modify existing pricing models, or offer different pricing in different markets, for different Products, or for different segments of Merchants. Changes to the pricing applicable to your Account will be communicated to you in accordance with Section 18.

7.2 GMV-based pricing

Where your Subscription is based on a percentage of GMV, the following applies.

Calculation. GMV for a Store in a billing period is the total monetary value of completed sales transactions recorded through the Service for that Store in that period, including manual entries of cash sales, transactions across all payment methods, and sales processed through any Retail Stack Product (whether on point-of-sale, mobile, or web).

Exclusions. GMV excludes refunds processed through the Service, voided transactions, and transactions that do not represent an actual sale to an external customer. Inter-store transfers within the same Account are treated according to the rules in Schedule B (Billing Rules), as updated from time to time.

Fee rate. The applicable percentage rate is disclosed in your in-product billing dashboard and in your sign-up confirmation. The current default rate is one percent (1%) of GMV unless we have notified you of a different rate.

Billing cycle. GMV is calculated in monthly billing periods aligned to the calendar month. Invoices are issued on the first day of the calendar month following the billing period.

Payment window. You have eight (8) calendar days from the invoice issue date to pay the invoice in full.

7.3 Subscription and other pricing models

Where your Subscription is on a fixed fee, per-transaction, hybrid, or other model, the fee structure, billing frequency, and payment terms are set out in the sign-up flow or applicable order form. Unless stated otherwise, fees are billed in advance.

7.4 Payment method

You authorise us to collect fees via the payment method you provide, including direct debit mandates, card on file, or other payment instruments. Where direct debit is used, you authorise the relevant payment partner to debit your designated account for amounts due. You are responsible for ensuring your designated account has sufficient funds.

7.5 Taxes

All fees are stated exclusive of taxes, duties, levies, and similar charges, which are your responsibility unless we are required by law to collect them from you.

7.6 Failed payments and progressive service restriction

If we are unable to collect payment by the due date, your access to the Service will be progressively restricted as follows.

Stage one (automation suspension). After the payment window expires, automated features of the Service will be disabled. This includes automated reordering, smart purchase orders, intelligence alerts, automated price recommendations, scheduled reports, and similar automated workflows. Core transactional features (point-of-sale, manual inventory entry, basic reporting) remain available.

Stage two (advanced features suspension). If payment remains outstanding, additional non-core features will be progressively disabled in accordance with the schedule we apply at the time.

Stage three (full lockout). If payment continues to be outstanding, the Service will be restricted to the point that no Retail Stack value-added functionality is available. You will retain the ability to view historical Merchant Data and export records but will not be able to perform new operations through the Service.

We do not stop the underlying ability to operate your business; you may continue to sell using methods that do not involve our Service. However, we may terminate the Account entirely under Section 17 if payment remains outstanding for an extended period.

7.7 No refunds

Fees paid are non-refundable. We do not pro-rate fees for partial billing periods, unused features, or early termination. Exceptions may be made at our sole discretion in cases of verified technical failure attributable to us.

7.8 Price changes

We may change pricing applicable to your Account with at least thirty (30) days’ written notice. Your continued use of the Service after the effective date of a price change constitutes acceptance.

8. Merchant Data and Customer Data

8.1 Ownership

You retain all right, title, and interest in your Merchant Data, including Customer Data. We claim no ownership over your Merchant Data.

8.2 Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, and otherwise use your Merchant Data solely as required to:

• provide, secure, maintain, support, and improve the Service for you

• comply with legal obligations

• enforce these Terms

8.3 Your responsibility for Merchant Data and Customer Data

You are solely responsible for the accuracy, legality, and appropriateness of all Merchant Data and Customer Data you submit. You represent and warrant that:

• you have all rights, consents, and lawful bases required to submit Customer Data and any other personal data to the Service

• you have provided all required notices to individuals whose personal data you enter

• you will handle data subject rights requests in respect of personal data you control

• you will comply with all applicable data protection laws, including those identified in Schedule A

• you will not submit data that infringes any third-party right or violates any applicable law

8.4 Data controller and data processor relationship

Where you enter Customer Data or other personal data about identifiable individuals into the Service, you act as the data controller, and we act as your data processor. Our processing of such data on your behalf is governed by these Terms and, where applicable, by a separate Data Processing Addendum, available on request.

8.5 Aggregated and de-identified data

You acknowledge and agree that we may aggregate, de-identify, and anonymize Merchant Data and Customer Data, and use the resulting aggregated and de-identified information for any lawful purpose, including:

• operating, securing, maintaining, and improving the Service

• developing new products, features, intelligence, and analytics

• producing benchmarking, market research, industry reports, and other insights, and offering, sharing, or selling such insights to third parties

• training and improving machine learning models, including those used for inventory forecasting, pricing recommendations, fraud detection, and other intelligence features

Aggregated and de-identified information does not identify you, any Authorised User, or any individual customer or supplier, and is not considered Merchant Data or personal data once aggregated or de-identified. We will apply industry-standard techniques to ensure such data cannot reasonably be re-identified.

8.6 Backups

We take commercially reasonable measures to back up Merchant Data. You remain responsible for maintaining your own backups or exports where appropriate for your business.

9. Intellectual Property

9.1 Our intellectual property

The Service, including all software, source code, designs, user interface elements, algorithms, models, documentation, trademarks (including “Retail Stack” and any associated logos), and all other materials made available through the Service, is and remains the exclusive property of Retail Stack and our licensors. Except for the limited rights expressly granted to you in these Terms, no rights are transferred to you.

9.2 Licence to you

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the term of your Subscription, solely for your legitimate business purposes.

9.3 Feedback

If you submit suggestions, ideas, feature requests, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such feedback into our products without obligation or attribution to you.

10. Third-Party Services and Integrations

The Service may integrate with or rely on third-party services, including cloud hosting providers, payment processors, communications providers, analytics providers, identity providers, and other infrastructure. Your use of any third-party service through the Service is also subject to that third party’s terms and privacy practices.

Retail Stack does not endorse or guarantee the availability, accuracy, security, or reliability of third-party services. We are not responsible for any acts, omissions, failures, or data handling by third-party providers.

In each market in which we operate, we work with the payment partners, point-of-sale hardware providers, banking partners, and other infrastructure providers that are available and appropriate for that market. A current list of categories of sub-processors we engage is maintained at retailstack.co/legal/sub-processors. We may add, remove, or change partners at any time without notice to you, except where we have a contractual obligation otherwise.

11. Mobile Applications

This section applies in addition to the rest of these Terms where you use Retail Stack mobile applications.

11.1 Device permissions

Our mobile applications may request permissions on your device, including camera (for barcode scanning, product images, and invoice capture), photo library (to select or save images), notifications (to deliver alerts and operational messages), and biometric unlock (to protect access to the application). You may grant or revoke these permissions through your device settings. Some features may not function correctly if required permissions are denied.

11.2 App store terms

If you install the application from the Apple App Store or Google Play, your use is additionally subject to the terms of that store. To the extent any conflict exists between these Terms and the applicable store terms, the store terms apply only as required by the store and only to the extent strictly necessary.

11.3 Apple-specific

Where you install our application from the Apple App Store, you acknowledge that Apple is not a party to these Terms, Apple has no obligation to provide support for the application, and Apple is a third-party beneficiary entitled to enforce these Terms against you.

11.4 Updates

We may issue updates to mobile applications, including over-the-air updates, at any time. Some updates may be required to continue using the application.

12. Point-of-Sale and Hardware

12.1 Bring-your-own-device

Retail Stack does not provide point-of-sale hardware. You are responsible for sourcing, configuring, and maintaining the devices on which you install our point-of-sale application, including Windows, Android, Apple, or other compatible devices. We do not warrant that the application will run on any particular device.

12.2 Offline operation

The point-of-sale application may support limited offline operation. Where transactions are processed offline, they will sync to the central Service when connectivity is restored. You are responsible for ensuring connectivity is restored in a timely manner so that GMV, inventory, and other data are reconciled.

12.3 Payment terminal partners

Where you use the Service in connection with a payment terminal partner, your use of that partner’s services is governed by your separate agreement with that partner. Retail Stack is not a party to that agreement and is not responsible for the payment processing itself.

13. Procurement and Supplier Communications

This section applies in addition to the rest of these Terms where you use the Retail Stack procurement Product.

13.1 Supplier dispatch

The procurement Product allows you to send requests for quotation, purchase orders, and other communications to suppliers via email, SMS, messaging, or other channels.

You are solely responsible for the content of those communications, for ensuring you have a legitimate business reason to contact each supplier, and for ensuring you have any consent required by applicable communications or anti-spam laws (including but not limited to Canada’s Anti-Spam Legislation where applicable).

Retail Stack is not a party to any agreement, quotation, or transaction between you and a supplier.

13.2 Supplier bank and payment details

You may record supplier bank account or payment details inside the Service for your own procurement workflows. You are responsible for verifying the accuracy of those details before making any payment, and for protecting against payment fraud, including by verifying any change to supplier bank details through an independent channel before acting on it.

We do not initiate, execute, or settle payments to suppliers on your behalf through the procurement Product and are not liable for any loss arising from incorrect, fraudulent, or modified supplier payment details.

13.3 Invoice and document capture

The procurement Product may extract text from invoices and other documents using automated techniques, including optical character recognition. Extracted text may contain errors. You are responsible for reviewing extracted output before relying on it for accounting, tax, payment, or any other purpose.

14. Automated Processing and Intelligence Features

The Service includes features that use automated processing, machine learning, and statistical models to generate recommendations, alerts, forecasts, suggested purchase orders, suggested pricing, and other outputs (the “Intelligence Features”).

Intelligence Features are decision support tools and are not a substitute for your own business judgement. We do not warrant the accuracy, completeness, or fitness for any particular purpose of any output produced by the Intelligence Features. You are solely responsible for any business decision you make based on Intelligence Feature output.

You may, in the Service settings, configure or disable certain Intelligence Features where this option is provided.

15. Confidentiality

Each party agrees to treat the other party’s non-public business, technical, operational, and customer information disclosed in connection with the Service as confidential and not to disclose it to any third party except:

• as required by law, court order, or competent regulatory authority

• to employees, contractors, or advisors with a need to know who are bound by equivalent confidentiality obligations

• where the information has become publicly available through no fault of the receiving party

• as otherwise expressly permitted by these Terms

These confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets and personal data, which remain confidential for as long as they retain that status under applicable law.

16. Availability and Service Changes

We endeavour to keep the Service available and operational. The Service may, however, be unavailable from time to time, including for scheduled maintenance, emergency maintenance, upgrades, infrastructure failures, or events outside our reasonable control.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that any defects will be corrected.

We may add, modify, replace, or remove features at any time. Where a change materially reduces functionality available to you under an active Subscription, we will use reasonable efforts to provide advance notice.

17. Term, Suspension, and Termination

17.1 Term

These Terms remain in effect for as long as you maintain an Account or use the Service.

17.2 Termination by you

You may terminate your Account at any time through the in-product settings or by contacting support. Termination is effective at the end of the then-current billing period.

17.3 Suspension by us

We may suspend or restrict your access to all or part of the Service, with or without prior notice, if:

• you have failed to pay fees when due, in accordance with Section 7.6

• we reasonably believe you are in material breach of these Terms

• we reasonably believe your use of the Service poses a security, legal, financial, or reputational risk to Retail Stack, other Merchants, or third parties

• we are required to do so by law or by a competent authority

17.4 Termination by us

We may terminate these Terms and your Account immediately on notice if:

• you commit a material breach of these Terms and fail to cure that breach within fourteen (14) days of written notice (or such shorter period as is reasonable in the circumstances)

• you become insolvent, enter bankruptcy or analogous proceedings, or cease to carry on business

• we discontinue the Service or any Product on which your Subscription depends, in which case we will provide reasonable advance notice

• we are required to terminate by law or by a competent authority

17.5 Effect of termination

Upon termination:

• your access to the Service ceases

• you remain liable for all fees accrued before termination, which become immediately due and payable

• we will retain Merchant Data for up to ninety (90) days following termination, during which you may request an export, after which Merchant Data will be deleted in accordance with our retention practices and applicable law

• Sections that by their nature should survive termination remain in effect, including Sections 7.7, 8, 9, 14, 15, 17.5, 19, 20, 21, 23, and Schedule A

18. Changes to These Terms

We may revise these Terms from time to time. For material changes, we will provide at least fourteen (14) days’ notice by email and through in-product notification, and we will update the “Last Updated” date at the top of these Terms.

Your continued use of the Service after the effective date of revised Terms constitutes acceptance. If you do not accept the revised Terms, you must stop using the Service and terminate your Account before the effective date.

19. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND THAT ANY DATA WILL BE PRESERVED OR FREE FROM ERROR.

THE SERVICE IS A SET OF BUSINESS TOOLS. NOTHING IN THE SERVICE CONSTITUTES LEGAL, FINANCIAL, TAX, ACCOUNTING, REGULATORY, OR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR BUSINESS DECISIONS AND SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE WHERE APPROPRIATE.

THE SERVICE IS NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND UNITED STATES DOLLARS (USD 1,000) OR THE EQUIVALENT IN YOUR LOCAL CURRENCY, SUBJECT TO AN ABSOLUTE MAXIMUM OF FIFTY THOUSAND UNITED STATES DOLLARS (USD 50,000).

(c) THE LIMITATIONS IN (a) AND (b) DO NOT APPLY TO:

• LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE

• LIABILITY FOR FRAUD, WILFUL MISCONDUCT, OR GROSS NEGLIGENCE

• A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 21

• BREACH OF SECTION 15 (CONFIDENTIALITY)

• YOUR BREACH OF SECTION 6 (ACCEPTABLE USE) OR SECTION 9 (INTELLECTUAL PROPERTY)

• ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW

21. Indemnification

You agree to defend, indemnify, and hold harmless Retail Stack, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claims, demands, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• your use of or access to the Service

• your breach of these Terms

• your violation of any applicable law or third-party right

• any Merchant Data or Customer Data you submit to the Service, including any claim that such data infringes a third-party right or was processed without lawful basis

• any dispute between you and your customers, employees, suppliers, or other counterparties

We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation in the defence. You may not settle any claim that imposes any obligation on Retail Stack without our prior written consent.

22. Privacy

Our collection, use, and disclosure of personal data in connection with the Service is governed by the Retail Stack Privacy Policy, available at retailstack.co/legal/privacy. The Privacy Policy is incorporated into and forms part of these Terms.

23. Governing Law and Dispute Resolution

The governing law and dispute resolution mechanism applicable to you depends on the country in which you operate, as set out in Schedule A.

Before initiating formal proceedings, both parties agree to use good-faith efforts to resolve any dispute informally. You must give us written notice of any dispute at support@retailstack.co, and the parties will have thirty (30) days from the date of that notice to attempt resolution.

To the maximum extent permitted by applicable law, you agree to resolve disputes on an individual basis only and waive any right to bring or participate in any class action or representative proceeding.

Either party may seek interim injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of the dispute resolution process.

24. General Provisions

Entire agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, and any applicable order form, addendum, or Data Processing Addendum, constitute the entire agreement between you and Retail Stack regarding the Service and supersede all prior agreements, representations, and understandings.

Severability. If any provision of these Terms is held unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force.

Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, restructuring, financing, or sale of assets.

Force majeure. Neither party is liable for any delay or failure in performance resulting from causes outside its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, government action, infrastructure failures, internet or telecommunications disruptions, labour disputes, or pandemics.

Notices. Legal notices to Retail Stack must be sent in writing to support@retailstack.co. Notices to you will be sent to the email address associated with your Account and are deemed received twenty-four (24) hours after sending.

Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Retail Stack.

No third-party beneficiaries. Except as expressly provided, these Terms do not confer any rights on any third party.

Language. These Terms are written in English. Any translation is provided for convenience only, and the English version controls.

25. Contact

Retail Stack

Email: support@retailstack.co

Web: retailstack.co

Postal addresses for each contracting entity are set out in Schedule A.

Schedule A: Jurisdiction-Specific Terms

The contracting entity, governing law, dispute forum, and other jurisdiction-specific terms applicable to you depend on the country in which your principal place of business is located.

Nigeria

Canada

Other Markets

Additional rows will be added to this Schedule as Retail Stack enters new markets. Where you operate in a country not listed in this Schedule, the contracting entity is Ricive Inc. (Delaware), doing business as Retail Stack, the governing law is the law of the State of Delaware, United States, and disputes are resolved by binding arbitration seated in Wilmington, Delaware, unless otherwise required by applicable law.

Schedule B: Billing Rules

This Schedule sets out additional billing rules, including the treatment of specific transaction types for GMV calculation. We may update this Schedule from time to time. The current version is maintained in your in-product billing dashboard.

By using the Retail Stack Service, you confirm that you have read and accepted these Terms.