Erinayo Markets Terms & Conditions

Effective Date: August 28, 2026 Last Updated: August 28, 2026

1. Introduction and Acceptance

These Terms & Conditions ("Terms") govern your access to and use of the Erinayo Markets platform at erinayo.markets (the "Platform"), operated by Erinayo Limited, with its registered address at Obote Avenue, Lira City, Uganda ("Erinayo," "we," "us," or "our").

By creating an account, browsing, listing a product, placing an order, or otherwise using the Platform, you agree to be bound by these Terms, our Privacy Policy, and our Return Policy, each incorporated by reference. If you do not agree, do not use the Platform.

We may update these Terms from time to time as described in Section 17. Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account or transact on the Platform. By registering, you represent that you meet this requirement and that all information you provide is accurate and current.

3. Nature of the Platform — Marketplace Facilitator

Erinayo Markets is a multi-vendor marketplace that connects independent third-party sellers ("Sellers") with buyers ("Buyers"). Erinayo acts as a facilitator that provides the technology, payment coordination, and platform infrastructure to enable these transactions.

Unless expressly stated otherwise for a specific product or promotion, Erinayo is not the manufacturer, owner, or seller of the products listed on the Platform. Each Seller is solely responsible for:

• The accuracy of their product listings, descriptions, images, and pricing.
• The quality, safety, and legality of the products they sell.
• Fulfilling, packaging, and shipping orders in a timely manner.
• Complying with applicable consumer protection, product safety, tax, and trade laws.
• Honoring the Platform's Return Policy for their listings.

Erinayo does not inspect, test, or pre-approve every product listed by Sellers, though we may remove listings that violate these Terms or applicable law. Your contract for the purchase of a specific product is with the Seller, not with Erinayo, except where Erinayo is expressly identified as the seller of record.

4. Accounts

4.1 Buyer Accounts

You may browse the Platform without an account, but an account is required to purchase, track orders, save a wishlist, or leave reviews. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

4.2 Seller Accounts

To sell on the Platform, you must complete our seller registration and verification process, which may include providing business registration details, tax identification, banking/mobile money details, and government-issued identification. We may approve, reject, or suspend seller applications at our discretion, including where verification cannot be completed or where a seller poses a fraud or compliance risk.

4.3 Account Security

You must notify us promptly of any unauthorized use of your account. We are not liable for losses arising from your failure to safeguard your account credentials.

5. Seller Obligations and Prohibited Listings

Sellers agree to:

• List only products they are legally entitled to sell, including compliance with intellectual property rights (no counterfeit or unauthorized branded goods).
• Provide accurate descriptions, pricing, and stock availability.
• Fulfill orders within the timeframes stated on their shop or product listings.
• Not engage in price manipulation, fake reviews, or fraudulent bidding on the Platform's bid feature.

The following are prohibited from listing on the Platform, without limitation: counterfeit or unauthorized-brand goods, stolen goods, illegal drugs or controlled substances, weapons and ammunition, hazardous materials, items infringing third-party intellectual property, and any product prohibited under Ugandan law.

Erinayo may remove listings, suspend, or terminate Seller accounts that violate this Section, and may report unlawful activity to relevant authorities.

6. Orders, Pricing, and Payments

6.1 Order Formation

A binding sale contract is formed between Buyer and Seller when an order is confirmed and payment is authorized, subject to product availability and the Seller's acceptance.

6.2 Pricing and Currency

Prices are set by Sellers and displayed in your selected currency for convenience; the Platform supports multiple currencies, but the transaction currency and any conversion terms will be confirmed at checkout.

6.3 Payment Processing

Payments are processed through EriPay and other integrated payment processors, including mobile money and card payment gateways, as described in our Privacy Policy. By placing an order, you authorize the relevant payment processor to charge your selected payment method. Erinayo is not responsible for delays or failures caused by third-party payment processors, banks, or mobile money providers.

6.4 Bidding Feature

Where a product supports the "Place Bid" feature, submitting a bid is a binding offer to purchase at that price if accepted by the Seller. Sellers are not obligated to accept any bid. Erinayo is not a party to bid negotiations and is not liable for disputes arising from bid acceptance or rejection.

6.5 Seller Fees and Commission

Sellers agree to pay Erinayo a commission of [Commission Rate]% of the sale price on each completed transaction, or as otherwise specified in the applicable seller fee schedule made available in the Seller Dashboard. Erinayo may deduct commissions and applicable fees from Seller payouts before disbursement. Fee schedules may be updated with notice to Sellers as described in Section 17.

7. Shipping, Delivery, and Returns

Shipping timelines and costs are set by individual Sellers and displayed at checkout. Returns, refunds, and exchanges are governed by our Return Policy, which forms part of these Terms.

8. Reviews and User Content

You may submit product reviews, ratings, and other content ("User Content") on the Platform. By submitting User Content, you grant Erinayo a non-exclusive, royalty-free, worldwide license to use, display, and reproduce it in connection with operating and promoting the Platform. You represent that your reviews reflect genuine experiences; fake, incentivized, or misleading reviews are prohibited and may be removed.

9. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of these Terms.
• Attempt to circumvent Platform fees by arranging off-Platform payment for a listing found on Erinayo.
• Interfere with the security or proper functioning of the Platform, including through scraping, hacking, or introducing malicious code.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Engage in fraudulent transactions, chargebacks, or payment abuse.

10. Intellectual Property

The Erinayo name, logo, and Platform design, software, and content (excluding Seller-submitted listings and User Content) are the property of Erinayo Limited or its licensors and are protected by applicable intellectual property laws. You may not copy, modify, or reproduce any part of the Platform without our prior written consent.

11. Disclaimers

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, Erinayo disclaims all warranties, express or implied, regarding the Platform and any products listed on it, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Erinayo does not guarantee that the Platform will be uninterrupted, error-free, or secure.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Erinayo's total liability arising out of or relating to your use of the Platform, whether in contract, tort, or otherwise, shall not exceed the greater of (a) the total fees paid by you to Erinayo in the 12 months preceding the claim, or (b) USD 100. Erinayo shall not be liable for indirect, incidental, special, consequential, or punitive damages, or for any loss arising from a transaction between a Buyer and a Seller.

Nothing in these Terms limits liability that cannot be excluded or limited under applicable Ugandan law, including liability for fraud or willful misconduct.

13. Indemnification

You agree to indemnify and hold harmless Erinayo, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your breach of these Terms, your use of the Platform, or, in the case of Sellers, any product you list or sell on the Platform.

14. Suspension and Termination

We may suspend or terminate your account, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent or illegal activity, or posed a risk to the Platform, other users, or Erinayo. You may close your account at any time using the account deletion tools on the Platform, subject to the retention of records required by Section 9 of our Privacy Policy.

15. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be referred to and finally resolved by binding arbitration seated in Uganda, conducted in English, in accordance with the Arbitration and Conciliation Act (Uganda) and administered by a mutually agreed or appointed arbitral institution. The arbitration award shall be final and binding on both parties. Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a competent Ugandan court where necessary to protect its rights pending arbitration.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Uganda, without regard to its conflict-of-law principles.

17. Changes to These Terms

We may revise these Terms from time to time. Material changes will be notified via the Platform or by email where practicable, with the "Last Updated" date revised accordingly. Continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms. For Sellers, changes to the fee schedule under Section 6.5 will be communicated with reasonable advance notice.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

19. Contact Us

For questions about these Terms, contact:

Erinayo Markets Obote Avenue, Lira City, Uganda Phone: +256 702 430 400 Email: info@erinayo.markets