TERMS OF SERVICE

CITY DISTRIBUTION TECHNOLOGY AND SOLUTIONS COMPANY LIMITED

Effective Date: August 2025

Introduction

These Terms of Service ("Terms"), together with any documents expressly incorporated by reference in these Terms, constitute a legally binding agreement between you (the "user", "you", or "your") and City Distribution Technology and Solutions Company Limited ("City Distro", "we", "us", or "our"), and contain the terms and conditions that governs your access to and use of our products and services, including our website, mobile applications, or other online features (our "Platform"), whether as a guest or registered user.

Your use of and access to our Platform are subject at all times to these Terms and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. By using or accessing our Platform, you represent that you have read, understood and agree to be bound by these Terms and our Privacy Policy. If you do not agree to all the Terms and our Privacy Policy, do not use or access the Services.

City Distro may offer the Services (as defined below) by exclusively integrating third-party platforms or websites. These third-party platforms or websites might have their own terms of service and Privacy Policy. City Distro's Terms incorporate by reference, all notices, policies, and other content that appear on our website at https://citydistro.africa/ and third-party websites.

1. Interpretation

1.1 The following definitions and interpretations will apply in these Terms:

• 1.2 "Account" means a City Distro account created on our Platform
• 1.3 "Data Protection Laws" means the Nigerian Data Protection Act 2023 and all other applicable legislations and regulatory requirements relating to the use of Personal Data in force from time to time which apply to a party.
• 1.4 "Documentation" means the documents, guides, and other media made available to you by us online at https://citydistro.africa/ or at any other web address notified by us to you or through mobile application, which set out a description of the Services and any user instructions for the Services
• 1.5 "Effective Date" means the date of your first use and access to the Platform
• 1.6 "Personal Data" has the meaning as defined in the Privacy Policy or Data Protection Laws
• 1.7 "Services" means the digital platform and any related tools, features, products, content, and functionalities provided by City Distro via the Platform

2. City Distro Services

City Distro provides a digital platform that facilitates the distribution of fast-moving consumer goods (FMCGs) by connecting manufacturers and retailers. The Services may include digital order management, logistics support, inventory financing, electronic payment options, business analytics, and other commercial support features.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without prior notice and without liability to you.

3. Eligibility

3.1 By opening an Account with us, you expressly warrant and represent that:

• 3.1.1 you are 18 years of age or over and have the full capacity to accept the Terms and enter into any transaction available through the City Distro Platform
• 3.1.2 You will not use your City Distro account for or in relation to any illegal activity or any prohibited activity, in violation of any applicable laws, or regulations

4. Account Registration and Security

4.1 To use our Platform, you may be required to create an Account. By registering, you agree to provide accurate, current, and complete information as requested during the registration process, and you consent to maintaining the security and confidentiality of your account credentials.

4.2 You are responsible for all activities that occur under your Account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your account or any other security breach.

4.3 If you provide any false, inaccurate, or incomplete information, or if we have reasonable grounds to believe that your information is false, inaccurate, or incomplete, we may suspend or terminate your Account.

4.4 You may deactivate or delete your account at any time by following the instructions provided on our Platform. However, certain data associated with your account may be retained for legal or business purposes as outlined in our Privacy Policy. Such data will be handled in accordance with our Privacy Policy and applicable Data Protection Laws.

5. Availability of the Services

5.1 We do not guarantee the continuous availability or uptime of our Platform. The availability of our Platform may be subject to interruptions, delays, and other limitations inherent in the use of the internet and electronic communications, over which City Distro has no control.

5.2 City Distro shall not be liable for any loss, damage, or inconvenience arising from any such downtime or service interruption

6. User Obligations

6.1 You may use our Platform for lawful, non-commercial purposes only. You agree that you will not (and you agree not to encourage or allow any third-party to):

• 6.1.1 Engage in any form of fraud, including misrepresenting your identity, creating multiple accounts, or manipulating the Platform's functionality for financial gain
• 6.1.2 Engage in any activity that could harm, disrupt, or impair the operation of the Platform, including introducing viruses, malware, or other harmful code.
• 6.1.3 Engage in any activity that could damage, disable overburden, or impair the Platform, including using it to engage in any form of "denial or service" attacks or similar malicious actions
• 6.1.4 Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature on the Platform or otherwise attempt to gain unauthorised access to the Platform, other users' accounts or City Distro's computer systems or networks
• 6.1.5 Remove, alter, or obscure any copyright, trademark, or other intellectual property or proprietary notices contained in the Platform;
• 6.1.6 Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape, data mine, or index any portion of the Platform;
• 6.1.7 Cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Platform or otherwise interfere with others' use and enjoyment of the Platform;
• 6.1.8 Attempt to circumvent or evade any content filtering or blocking techniques we employ or attempt to access the Platform from anywhere other than a Permitted Region, as defined below.

6.2 If you violate any of the above restrictions, City Distro reserves the right, at its sole discretion, to take appropriate action, which may include temporarily or permanently suspending or terminating your access to the Platform, removing any content you have posted, and pursuing legal action. You agree to fully cooperate with City Distro in any investigation or action taken to address violations of these Terms. We also reserve the right to report any unlawful activities to the appropriate authorities, including law enforcement, regulatory bodies, or other relevant entities. Your continued use of the Platform after any violation or suspension may result in additional penalties or restrictions, as determined by City Distro.

6.3 Users are solely responsible for ensuring that all goods and services they promote, sell, or distribute via the Platform comply with all applicable laws and regulatory requirements in Nigeria, including but not limited to any necessary approvals from the National Agency for Food and Drug Administration and Control (NAFDAC), the Standards Organisation of Nigeria (SON), and other relevant authorities.

6.4 City Distro does not verify or certify the regulatory status of any goods listed by users. Where applicable, users must ensure that their products are properly registered, labelled, and approved for sale in accordance with applicable regulations. City Distro shall not be held liable for any non-compliance, false representation, or regulatory breach by any user.

6.5 City Distro reserves the right to remove, suspend, or report any product listings or user accounts found or reasonably suspected to be in violation of any applicable regulatory requirements.

7. Intellectual Property

7.1 "https://citydistro.africa/" and all other URLs, logos, and trademarks related to City Distro's Services are either trademarks or registered trademarks of City Distro or its licensors. You may not copy, imitate, or use them without City Distro's prior written consent.

7.2 In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, or trade dress of City Distro. You may not copy, imitate, or use them without our prior written consent.

7.3 All rights, titles, and interests in and to the City Distro website, any content thereon, the City Distro Services, the technology related to the City Distro Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of City Distro and its licensors.

7.4 You are granted a limited, non-exclusive, non-transferable license to use the Services and Platform for your lawful business purposes, subject to these Terms. You may not modify, reverse engineer, distribute, or create derivative works based on any part of the Services without our prior written consent.

8. Pricing and Payments

8.1 All transactions conducted through the platform, including product purchases, delivery fees, and inventory financing, are subject to applicable pricing and payment terms as communicated at the point of transaction.

8.2 City Distro reserves the right to revise prices, introduce fees, or modify payment terms at any time. Such changes will be communicated to Users and will not affect prior confirmed transactions.

9. Inventory Financing

Where Users access our inventory financing feature, they agree to any additional financing terms, credit eligibility requirements, and repayment obligations that may be separately communicated or made available via the platform. Failure to comply with such terms may result in the suspension of credit access and enforcement of applicable remedies.

10. No Warranty

10.1 The Services are provided on an "as is" and "as available" basis without any representation of warranty, whether express, implied, or statutory. To the fullest extent permitted by law, City Distro, our affiliates, officers, directors, agents and employees specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

10.2 City Distro shall make reasonable efforts to ensure that all electronic debit and credit transactions involving bank accounts, credit or debit cards, mobile wallets, or cheque issuances are processed in a timely and accurate manner. However, you acknowledge and agree that City Distro makes no representations or warranties regarding the timeframe required to complete any such transactions. The processing and settlement of payments are subject to various factors beyond our control, including but not limited to interbank transfer delays, payment gateway response times, or network disruptions. Accordingly, City Distro shall not be liable for any direct or indirect loss, delay, fees, charges, penalties or inconvenience arising from such payment processing delays.

10.3 We do not guarantee that the Services will be uninterrupted, error-free, or secure, or that any content or information provided is accurate or complete. Your use of the Services is at your sole risk.

11. Limitation of Liability

11.1 To the fullest extent permitted by law, City Distro, its affiliates, directors, employees, and agents are not liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or goodwill, arising from your use or inability to use our Platform.

11.2 City Distro is not responsible for any third-party actions, security breaches, or any unauthorized access to your account. In no event shall City Distro's total liability to you for all damages, losses, and causes of action exceed the amount paid by you have paid to us for the relevant transaction or service giving rise to the claim.

11.3 This limitation of liability applies to any damages caused by errors, omissions, interruptions, defects, delays, or failures in performance, even if such issues are caused by events within or beyond City Distro's control.

11.4 The Services are controlled and operated from facilities located in the Federal Republic of Nigeria. City Distro makes no representation that the platform is appropriate or available for use in other jurisdictions. If you access or use the Services from outside Nigeria, you do so at your own volition and are solely responsible for compliance with local laws.

11.5 Your liability in the use of the services are as follows:

• 11.5.1 You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties, and other liability incurred by City Distro, a User, or a third party caused by or arising out of your breach of these Terms or your use of the Platform. You agree to reimburse City Distro a User, or a third party for any and all such liability.
• 11.5.2 You are solely responsible for all instructions submitted on your account after successful authentication, whether provided through the platform or via your registered contact details. City Distro shall not be liable for any loss or damage suffered by you or any third party as a result of City Distro acting on such instructions in good faith, provided that they originated from your authenticated account or registered communication channel

12. Indemnification

12.1 You agree to indemnify, defend, and hold harmless City Distro, its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, losses, damages, expenses, or costs (including reasonable legal fees) arising out of or related to:

• 12.1.1 your use of the Services;
• 12.1.2 your breach of these Terms or any applicable law;
• 12.1.3 your violation of any third-party rights.

13. Third-Party Services

13.1 The Platform may contain links to third-party websites, applications, services, or other digital resources that are not owned, operated, or controlled by City Distro (collectively referred to as "Linked Services"). These Linked Services are provided solely for your convenience and reference.

13.2 You acknowledge and agree that City Distro does not control, endorse, or assume any responsibility for the content, privacy policies, practices, or availability of any Linked Services. City Distro makes no warranties or representations, express or implied, concerning the accuracy, legality, security, or appropriateness of any information, products, or services offered by or through Linked Services.

13.3 The inclusion of a link or reference to a Linked Service on the Platform does not constitute or imply endorsement, sponsorship, recommendation, or affiliation by City Distro with the third-party provider or its services.

13.4 Your use of Linked Services is entirely at your own risk. You are solely responsible for reviewing and complying with the terms and conditions, privacy policies, and other legal obligations associated with any Linked Service you choose to access. City Distro shall not be liable for any loss or damage arising from your use of, or reliance on, any Linked Service.

13.5 From time to time, you may be offered products, services, or promotions by third parties via the Platform. City Distro does not endorse or guarantee any such offerings and shall not be responsible for any transactions or engagements you enter into with such third parties.

14. General Provisions

14.1 Entire Agreement

These Terms constitute the entire agreement and understanding between you and City Distro with respect to the subject matter herein and supersede all prior or contemporaneous communications, representations, agreements, or understandings, whether written or oral, between the parties.

14.2 Severability

If any provision of these Terms is held to be illegal, invalid, or unenforceable under applicable law, such provision shall be deemed severed from these Terms, and the remaining provisions shall remain valid and enforceable. In such an event, the parties shall endeavor to replace the unenforceable provision with a valid one that, as closely as possible, reflects the original intent and purpose.

14.3 Assignment

You shall not assign or transfer any of your rights or obligations under these Terms without the prior written consent of City Distro. City Distro may assign or transfer these Terms in whole or in part, without notice, to:

• 14.3.1 any affiliate or subsidiary;
• 14.3.2 a purchaser of its assets, equity, or business; or
• 14.3.3 a successor entity in connection with a merger or corporate restructuring.

14.4 Change of Control

In the event of a merger, acquisition, sale of assets, or other change in control of City Distro, we reserve the right to transfer or assign any information we have collected from users as part of such transaction, subject to applicable Data Protection Laws.

14.5 Force Majeure

City Distro shall not be liable for any delay, interruption, or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, natural disasters, pandemics, strikes, power or internet outages, or failure of telecommunications infrastructure.

14.6 Survival

Any provision of these Terms that by its nature is intended to survive termination shall so survive, including but not limited to provisions relating to limitation of liability, indemnity, intellectual property, dispute resolution, and this Section 14.

14.7 No Waiver

No failure or delay by City Distro in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or any other right, power, or remedy. Any waiver must be in writing to be effective.

14.8 Notices

You agree that City Distro may communicate with you electronically regarding your account or the Services, including service-related notices, legal updates, and disclosures. Communications will be deemed received within 24 hours of posting to our website or sending via email. Notices sent via physical mail will be deemed received within three (3) business days of dispatch to your registered mailing address.

15. Termination

15.1 We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, if we determine that you have violated these Terms, misused the platform, or engaged in unlawful conduct.

15.2 Upon termination, your right to use the Services will cease immediately, but all provisions which by their nature should survive termination shall survive, including intellectual property rights, disclaimers, indemnities, and limitations of liability.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising under or in connection with these Terms shall be resolved amicably between the parties or, failing such resolution within 30 (thirty) days, shall be submitted to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

17. Changes to the Terms

17.1 City Distro reserves the right to modify, amend or update these Terms at any time, in its sole discretion. Any changes will be effective immediately upon posting on the Platform and the "Effective Date" at the top of the Terms will be updated accordingly.

17.2 We will make reasonable efforts to notify users of significant changes to these Terms, such as by sending an email or providing a prominent notice within the Platform. However, it is your responsibility to review these Terms regularly for updates.

17.3 Your continued use of the Platform and Services following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree with any changes, you must cease using the Platform.

18. Contact Information

If you have any issues or questions in relation to these Terms, your rights and obligation arising from them, or your use of the Platform and Services, your account, or any other issue, please contact us at www.citydistro.africa or write to us at: