Terms of Service

OhShip is a product owned and operated by Nextplace Technologies Limited (RC 1813382), a private company limited by shares, incorporated in the Federal Republic of Nigeria on 1 July 2021 under the Companies and Allied Matters Act, 2020 ("Nextplace", "we", "us", "our"). Our registered address is 33 Ina Obasi, Ogudu, Ojota, Lagos State, Nigeria.

References to "OhShip" in these terms mean the software platform and website operated by Nextplace. OhShip is a trading product, not a separate legal entity; the contracting party is always Nextplace Technologies Limited.

Three different groups interact with the platform, and these terms apply differently to each.

Where a logistics provider has signed a written Platform Services Agreement or Order Form with us, that signed agreement prevails over these terms to the extent of any conflict. These terms apply in full otherwise.

OhShip is business software. We license logistics providers a multi-tenant, white-label platform comprising a branded customer booking website, an admin dashboard, rate management and quoting tools, waybill generation and tracking, carrier integrations, and payment-settlement integration.

Carriers available on the platform may change. We may add or remove carrier integrations and do not guarantee continued availability of any particular carrier.

• You must be at least 18 years old and able to enter into a binding contract. If you register on behalf of a company, you confirm you are authorised to bind it.
• You must give accurate registration, business and settlement details and keep them current. Settlement to an incorrect account provided by you is your responsibility.
• You are responsible for keeping credentials and API keys secure and for all activity under your account. Tell us promptly at support@ohship.africa if you suspect unauthorised access.
• Logistics providers must complete and maintain identity and business verification (KYC) as required by us, by the payment provider, and by Nigerian law. Verification is carried out by third-party providers listed in our Privacy Policy. Settlement and certain platform features remain unavailable until verification is complete.
• We may refuse, suspend or close an account where verification fails, where information given is false, or where use breaches these terms or the law.

Running a logistics business on our software leaves real-world responsibilities with you. As a logistics provider you shall:

• provide accurate brand content, contact details and rate cards, and keep pricing current — the prices your customers pay are set by you, not by us;
• perform, or arrange with your carriers, the actual pickup, transport and delivery of every shipment, and bear responsibility for loss, damage, delay or error in fulfilment;
• handle all support, communications, claims and disputes with your own end customers;
• hold and maintain every licence, registration and permit required to operate a logistics business in your jurisdiction;
• maintain a valid payment-provider account or subaccount in good standing so settlement can occur;
• ensure that messages sent to your customers through our notification infrastructure are lawful, accurate and properly consented to; and
• not resell, sublicense, reverse-engineer, scrape or make the platform available to third parties except to serve your own end customers.

What we charge

Platform fees are additive: a recurring monthly base fee plus a fee for each billable shipment. Our standard published pricing is:

Negotiated pricing, volume step-downs and trial length are recorded in your Order Form and prevail over the standard rates above.

What counts as a billable shipment

A shipment becomes billable when it reaches the activated and paid state — that is, payment has been captured and the shipment has been released for fulfilment. Quotes, drafts, abandoned bookings and bookings that fail payment are never billable.

A shipment cancelled or refunded before it becomes billable is not charged. A shipment cancelled or refunded after it becomes billable remains chargeable, because the platform service for that shipment has already been rendered.

Invoicing and disputes

• We invoice monthly in arrears. Each invoice states the base fee and the count of billable shipments for the period at the applicable rate.
• Invoices are due within 7 days of issue.
• Shipment counts are determined by our platform records, which are conclusive absent manifest error. You can inspect every shipment and its status in your admin dashboard at any time.
• To dispute an invoice, notify us in writing within 15 days of the invoice date, identifying the specific shipments or amounts disputed and the basis. After that, the invoice is treated as accepted.
• A dispute does not defer payment of the undisputed portion. Where an error in our favour is found, we credit the difference against your next invoice, or refund it if no further invoice will issue.
• All sums are payable in full without set-off or deduction, except as required by law.

Taxes and currency

Fees are quoted in Nigerian Naira and are exclusive of VAT and other applicable taxes, which you bear where chargeable. Each party is responsible for its own income taxes.

If an undisputed sum is not paid when due, interest accrues at 1.5% per month on the overdue amount from the due date and the account is set to Overdue. We may then escalate in stages. Fees continue to accrue at every stage; restriction and suspension are not termination and do not waive amounts owed.

• We do not hold funds. Payments made by end customers are processed by a third-party payment service provider licensed by the Central Bank of Nigeria and are settled directly to the logistics provider's own account or subaccount. We are not a payment service provider, money transmitter or escrow agent, and we do not receive, hold or control customer funds at any point.
• The logistics provider is the merchant of record for every transaction with its end customers. It is solely responsible for collecting and remitting taxes on its sales, for refunds, chargebacks, reversals and payment disputes, and for the accuracy of its settlement details.
• Gateway fees are separate from our fees. Payment processing fees are borne by the logistics provider or its subaccount. Our platform fees are payable regardless of whether an end-customer transaction is later refunded or charged back.
• Refunds and cancellations are governed by our Refund & Cancellation Policy.

Use of the platform is subject to our Acceptable Use Policy, which forms part of these terms and lists goods that may not be shipped and conduct that is prohibited. Breach of that policy is a material breach of these terms.

• We own all rights in the platform, its software, designs and documentation, and retain them. You receive only the limited, non-exclusive, non-transferable right to access and use the platform during your subscription term.
• You keep all rights in your brand, marks, logos, rate cards, copy and customer data. You grant us a non-exclusive, royalty-free licence to use that content solely to configure, render and operate your branded applications during the term. We will not use your marks for any other purpose without your consent.
• You own your domain names. We host the branded applications on our infrastructure. On termination you keep your domain and we will cooperate reasonably on DNS cut-over; our infrastructure, configuration and software remain ours.
• Feedback you send us about the platform may be used freely to improve it, without obligation to you.

• We use commercially reasonable efforts to keep the platform available, excluding scheduled maintenance and events beyond our reasonable control. No specific uptime percentage is warranted unless stated in your Order Form.
• We provide support to logistics providers at support@ohship.africa with reasonable-effort response targets. We do not provide support to your end customers — that is your responsibility.
• We may modify, improve or add features provided this does not materially reduce the core functionality you rely on. Improvements are included at no extra charge. Material adverse changes will be notified in advance where practicable.
• Optional add-on modules are not enabled and not charged unless you opt in in writing. Beta or early-access features are provided "as is", without warranty, and may be changed or withdrawn.
• Except as expressly stated, the platform is provided without warranties of any kind to the fullest extent permitted by law.

How we handle personal data is set out in our Privacy Policy. For end-customer personal data processed through the platform, the logistics provider is the data controller and we are the data processor under the Nigeria Data Protection Act 2023. Those processor terms are published in our Data Processing Addendum, which forms part of these terms.

As between the parties, all provider content and end-customer data belong exclusively to the logistics provider. We use that data solely to provide the platform, hold it securely and in confidence, and do not sell it or share it with anyone other than the sub-processors listed in the addendum.

• We are not liable for what we do not control. This includes carrier delays, errors, loss or damage; the physical fulfilment of any shipment; the rate cards and prices a logistics provider sets; disputes, claims or refunds involving end customers; and a provider's own regulatory compliance.
• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however arising.
• Except for payment obligations, breach of confidentiality, and indemnity obligations, each party's total aggregate liability is capped at the total fees paid or payable to us in the 3 months preceding the event giving rise to the claim.
• Nothing here limits liability that cannot be limited by law, including fraud and death or personal injury caused by negligence.

• By the logistics provider. You indemnify us against third-party claims arising from your shipments and physical logistics, the goods shipped, disputes with your end customers, your brand content, and your breach of law or of these terms.
• By us. We indemnify you against third-party claims that our platform software, as provided by us, infringes that party's intellectual property rights — excluding claims arising from your content or your misuse of the platform.

• Subscriptions run on a rolling monthly basis until terminated.
• Either party may terminate for convenience on 30 days' written notice.
• Either party may terminate immediately on written notice if the other materially breaches and fails to cure within 14 days of notice, or becomes insolvent. Persistent or uncured non-payment is a material breach.
• On termination: access to the platform ends; accrued fees up to the termination date remain payable; for 30 days we will make an export of your data available on request, after which we may delete it; and the parties will cooperate reasonably on domain and DNS cut-over.
• Sections 1, 6–8, 10, 12–14 and 17 survive termination.

We may update these terms as the platform and the law evolve. The date at the top of this page shows when the current version took effect. Where a change materially affects a logistics provider, we will give reasonable advance notice by email or in the dashboard. Continued use of the platform after a change takes effect constitutes acceptance. If you do not accept a change, you may terminate under section 15.

Negotiated commercial terms in an Order Form change only by written amendment signed by both parties.

These terms are governed by the laws of the Federal Republic of Nigeria. The parties will first attempt to resolve any dispute amicably in good faith. Failing that, the dispute is submitted to the courts of Lagos State, or to arbitration under the Arbitration and Mediation Act 2023 with seat in Lagos where the parties so agree in writing.

The parties agree that these terms may be accepted electronically and that electronic signatures and records are valid and admissible under the Evidence Act 2011 and the Cybercrimes (Prohibition, Prevention etc.) Act 2015.

Questions about these terms can be sent to support@ohship.africa, or by post to Nextplace Technologies Limited (RC 1813382), 33 Ina Obasi, Ogudu, Ojota, Lagos State, Nigeria.