AfricanComplex — Terms of Service

DRAFT — FOR ATTORNEY REVIEW ONLY This document was generated from the frozen business rules, Stripe architecture, and platform specifications. It must be reviewed and approved by qualified legal counsel before publication. Not legal advice.

Last Updated: [DATE] Effective Date: [DATE]

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the AfricanComplex platform ("Platform"), including our website, mobile applications, and related services (collectively, the "Services"). The Services are operated by AfricanComplex Holdings LLC, a [STATE] [ENTITY TYPE] ("AfricanComplex," "we," "us," or "our").

By creating an account or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

The Platform operates a multi-sided marketplace connecting:

• Customers who purchase goods
• Merchants who sell goods through the Platform
• Drivers who deliver goods through our delivery service, OrbitApex

2. The Platform

2.1 Marketplace Role

AfricanComplex operates as a technology platform that connects Customers with Merchants and facilitates delivery through OrbitApex. AfricanComplex is not a retailer, delivery company, employer, or party to transactions between Customers and Merchants except as expressly stated in these Terms.

2.2 OrbitApex Delivery Service

OrbitApex is the delivery logistics component of the Platform. OrbitApex facilitates the connection between Merchants with orders ready for delivery and independent contractor Drivers who perform deliveries. OrbitApex does not employ Drivers. Drivers are independent contractors who use the Platform to identify and accept delivery opportunities.

2.3 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. Drivers must meet additional eligibility requirements as set forth in Section 7 and the Driver Independent Contractor Agreement.

3. Accounts

3.1 Account Creation

You must create an account to use the Services. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 User Roles

The Platform supports the following user roles: Customer, Merchant Owner, Merchant Staff, Driver, Support Agent, Admin, and Super Admin. Each role has specific permissions and restrictions as defined by the Platform.

3.4 Account Suspension and Termination

We may suspend or terminate your account at any time if you violate these Terms, engage in fraudulent activity, or if required by law. Specific suspension triggers include:

• Merchants: Failure to pay subscription fees (see Section 5.4), excessive cancellation rates (greater than 15%), or violation of Platform policies
• Drivers: Expired required documents (license, insurance, registration), failure to maintain background check clearance, or violation of Platform policies
• Customers: Fraudulent activity, excessive refund abuse (more than 3 fraudulent refund requests per month), or violation of Platform policies

4. Customer Terms

4.1 Placing Orders

Customers may browse Merchant stores, add items to a cart, and place orders through the Platform. By placing an order, you agree to pay the total amount displayed at checkout, including:

• Product subtotal
• Delivery fee
• Service fee ($2.49 per order)
• Applicable taxes

4.2 Payment Processing

All payments are processed through Stripe, our third-party payment processor. By making a purchase, you agree to Stripe's terms of service. AfricanComplex does not store your payment card information. All monetary amounts are processed in U.S. dollars.

4.3 Order Cancellation

Your right to cancel an order depends on the order's status:

Customers who cancel more than 3 orders in a calendar month lose free-cancellation privileges. All subsequent cancellations incur a $3.99 fee regardless of order status.

4.4 Refunds

You may request a refund within 48 hours of delivery. Refund requests require a description of the issue and may require photographic evidence. Refunds are processed according to the following rules:

• Orders under $15 with photographic evidence may be auto-approved
• Refunds to original payment method are processed within 3-5 business days
• You may choose store credit instead of a cash refund, which provides 110% of the refund value
• Customers who file more than 3 refund requests per month may be flagged for review

4.5 Store Credits

Store credits are non-transferable, have no cash value, and may be applied to future orders on the Platform. Store credits do not expire.

5. Merchant Terms

5.1 Merchant Application and Approval

To sell on the Platform, you must complete the merchant onboarding process and be approved by AfricanComplex. Approval requires submission and verification of:

• Valid business license
• Food permit (if applicable)
• Tax identification number (EIN)
• Owner photo identification
• Banking information for payouts (via Stripe Connect)

AfricanComplex reserves the right to approve, reject, or request additional information for any merchant application. Approval may be revoked at any time for cause.

5.2 Merchant Obligations

As a Merchant, you agree to:

• Maintain accurate product listings, including descriptions, prices, and images
• Fulfill orders promptly and accurately
• Maintain appropriate food safety certifications and handling practices (if applicable)
• Respond to customer refund requests within 24 hours
• Comply with all applicable local, state, and federal laws and regulations

5.3 Subscription Plans and Fees

Merchants must subscribe to a plan to sell on the Platform:

Activation fees are one-time, non-refundable charges assessed at the time of account activation. Transaction fees are calculated on the order subtotal (excluding delivery fees, service fees, and taxes).

5.4 Subscription Enforcement

If your subscription payment fails, the following enforcement schedule applies:

Reactivation requires payment of all outstanding balances. Upon payment, your store will be restored within one hour.

5.5 Plan Changes

• Upgrades are prorated and charged immediately
• Downgrades take effect at the beginning of the next billing cycle

5.6 Merchant Payouts

Payouts are processed via Stripe Connect. Transfers to your Stripe Connect account occur after delivery of each order is confirmed. The Platform deducts the applicable transaction fee before transfer. Payout timing from your Stripe Connect balance to your bank account is governed by Stripe's standard payout schedule.

5.7 Product Expiration Responsibility

If you sell perishable goods, you are responsible for:

• Accurately setting expiration dates on inventory batches
• Monitoring expiration alerts provided by the Platform
• Removing or discounting products approaching expiration
• Not selling expired products

The Platform will automatically hide products with all expired inventory batches. The Platform provides expiration alerts at 60, 30, and 14 days before expiration, but ultimate responsibility for product safety rests with the Merchant.

5.8 Cancellation by Merchant

Merchants who cancel accepted orders must provide a reason. Excessive cancellation rates trigger the following:

• Greater than 5%: Warning issued
• Greater than 10%: Account review
• Greater than 15%: Account suspension

6. Service Fees and Platform Charges

6.1 Service Fee

A service fee of $2.49 is charged to the Customer on each order. This fee supports Platform operations and is non-refundable except when a full order refund is issued.

6.2 Delivery Fee

Delivery fees are calculated based on distance and the applicable service area rates. The delivery fee is split between the Driver (75%) and the Platform (25%).

6.3 Stripe Processing

All payments are subject to Stripe's standard processing fees (currently 2.9% + $0.30 per transaction). These fees are borne by the Platform and are separate from transaction fees charged to Merchants.

7. Driver Terms

7.1 Independent Contractor Status

Drivers are independent contractors, not employees of AfricanComplex or OrbitApex. The relationship between Drivers and the Platform is governed by a separate Driver Independent Contractor Agreement, which must be executed before a Driver can use the Platform.

7.2 Driver Requirements

To drive on the Platform, you must:

• Be at least 18 years old
• Possess a valid driver's license
• Maintain active auto insurance
• Maintain current vehicle registration
• Pass a background check (administered by Checkr)
• Provide a profile photo and vehicle photo
• Sign a W-9 for tax reporting purposes

7.3 Document Compliance

Drivers must maintain valid, non-expired documents at all times. The Platform monitors document expiration and provides alerts at 90, 60, 30, and 14 days before expiration. If any required document expires, your account will be automatically suspended and you will be unable to accept deliveries until a renewed document is submitted and approved.

7.4 Driver Payouts

Driver earnings consist of delivery fees (75% of the delivery fee charged to the Customer), customer tips (100% to the Driver), and any applicable surge or peak bonuses. Payout options:

Minimum balance for instant cashout is $10.00. Payouts are processed via Stripe Connect.

8. Intellectual Property

8.1 Platform Content

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, software, and the overall look and feel, are owned by AfricanComplex and are protected by copyright, trademark, and other intellectual property laws.

8.2 User Content

By uploading content (product images, reviews, profile photos, etc.) to the Platform, you grant AfricanComplex a non-exclusive, worldwide, royalty-free license to use, display, and distribute that content in connection with the Services.

8.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Services may be used by AfricanComplex without obligation or compensation to you.

9. Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose
• Submit false, misleading, or fraudulent information
• Impersonate another person or entity
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any part of the Services
• Use the Services to distribute malware or other harmful code
• Scrape, crawl, or otherwise extract data from the Services without authorization
• Circumvent any security or access controls
• Use the Platform to sell prohibited, illegal, or regulated goods without proper licensing

10. Dispute Resolution

10.1 Between Customers and Merchants

Disputes regarding order quality, accuracy, or fulfillment are handled through the Platform's refund and dispute resolution process (see Section 4.4). The Platform facilitates resolution but is not a party to disputes between Customers and Merchants.

10.2 Support Tickets

Users may submit support tickets for issues related to orders, deliveries, billing, or account matters. Support tickets are prioritized based on severity and addressed according to Platform support procedures.

10.3 Arbitration

[ATTORNEY TO DRAFT: Binding arbitration clause, class action waiver, opt-out provision, governing law, venue selection]

11. Limitation of Liability

11.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRICANCOMPLEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING MERCHANTS AND DRIVERS
• ANY PRODUCTS PURCHASED THROUGH THE PLATFORM
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

11.3 Cap on Liability

AFRICANCOMPLEX'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO AFRICANCOMPLEX IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

11.4 Product Liability

AfricanComplex does not manufacture, store, or inspect products sold through the Platform. Merchants are solely responsible for the quality, safety, and legality of their products. AfricanComplex is not liable for any harm resulting from products purchased through the Platform.

11.5 Delivery Liability

AfricanComplex facilitates delivery through OrbitApex but does not employ Drivers. AfricanComplex's liability for delivery-related issues is limited to the delivery fee charged for the applicable order.

12. Indemnification

You agree to indemnify, defend, and hold harmless AfricanComplex, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any content you submit to the Platform
• Products you sell through the Platform (Merchants)
• Deliveries you perform through the Platform (Drivers)

13. Privacy

Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, and share your personal information. By using the Services, you consent to the practices described in the Privacy Policy.

14. Modifications to Terms

We may modify these Terms at any time by posting revised Terms on the Platform. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. Your continued use of the Services after the effective date of revised Terms constitutes acceptance.

15. General Provisions

15.1 Governing Law

These Terms shall be governed by the laws of the State of [STATE], without regard to conflict of law principles.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

15.3 Entire Agreement

These Terms, together with the Privacy Policy, Merchant Agreement (if applicable), and Driver Independent Contractor Agreement (if applicable), constitute the entire agreement between you and AfricanComplex regarding the Services.

15.4 Waiver

The failure of AfricanComplex to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

15.5 Assignment

You may not assign these Terms without our prior written consent. AfricanComplex may assign these Terms without restriction.

15.6 Contact

For questions about these Terms, contact us at:

AfricanComplex Holdings LLC [ADDRESS] [EMAIL] [PHONE]