Last updated 2026-07-30
DRAFT — FOR REVIEW BY QUALIFIED NIGERIAN COUNSEL. NOT FOR SIGNATURE OR PUBLICATION IN THIS FORM. Prepared by Popucáo legal-ops.
[COUNSEL: …]flags mark judgment calls a licensed lawyer must make.[TODO: …]marks facts nobody has supplied yet.
Document: Popucáo Advertiser Terms of Service Version: 0.1 draft · Date prepared: 29 July 2026 Applies to: businesses that publish offers on Popucáo ("Advertisers")
These Terms are between:
(1) POPUCAO LIMITED, a company incorporated in Nigeria (RC No. [TODO: RC NUMBER — incorporation in progress at CAC]) of [TODO: REGISTERED ADDRESS] ("Popucáo", "we", "us"); and
(2) the business that opens an Advertiser account and accepts these Terms ("you", the "Advertiser").
Effective date: the date you accept these Terms.
[COUNSEL: POPUCAO LTD is not yet incorporated. These Terms must not be accepted by any Advertiser before the certificate of incorporation issues. If a pilot must start earlier, advise on the correct position under CAMA 2020 s.96 and on ratification after incorporation.]
| Term | Meaning |
|---|---|
| Offer | A campaign you create: the customer discount, the Reward, the budget, the criteria, the area and the dates. |
| Ambassador | An individual who carries your Offer using a unique Code. Ambassadors are independent contractors of Popucáo. They are not our employees and not your employees or agents. |
| Code | The unique QR/short code issued to one Ambassador for one Offer. |
| Reward | The amount you set that an Ambassador earns for one Qualifying Sale. |
| Service Fee | Popucáo's fee, calculated on top of the Reward — see clause 5. |
| Conversion Price | Reward + Service Fee. What one Qualifying Sale costs you. |
| Qualifying Sale | A sale that meets every condition in clause 6. Only Qualifying Sales are charged. |
| Hold Period | 7 days from confirmation of a sale, during which the Reward is recorded but not yet paid out. |
| Clawback | Reversal of a charge and of the associated Reward where a sale is refunded, reversed, or found not to have qualified. |
| Ledger | Popucáo's append-only record of amounts charged, owed and paid. Records are never edited or deleted; corrections are posted as reversing entries. |
2.1 What we do. We publish your Offer to Ambassadors, issue and track their Codes, attribute sales to the Code that produced them, check the sale against the criteria you set, run fraud checks, and pay the Ambassador. We charge you for Qualifying Sales.
2.2 What we are not. Popucáo is not a payment service, a bank, an escrow agent, or a collection agent. We do not receive, hold, transmit or settle your customers' payments. The customer pays you directly, by whatever means you accept. No customer card data reaches our systems.
2.3 How Ambassadors are paid. Popucáo pays Ambassadors from its own funds, as independent contractors. We are not paying them "your" money on your behalf, and no Ambassador has a claim against you. Your obligation is to pay our invoices; ours is to pay the Ambassador.
2.4 If you prepay a budget. Where an Offer is funded in advance, your money is paid into an account maintained by Safe Haven Microfinance Bank Limited, a licensed Nigerian bank. Popucáo does not hold your money. The bank holds it; we instruct release only against Qualifying Sales, and unused amounts are returned to you under clause 5.7.
[COUNSEL — THIS IS THE MOST IMPORTANT QUESTION IN THIS DOCUMENT. The whole structure was designed so Popucáo never holds funds belonging to anyone else, because the CBN prohibits Payment Solution Service Providers from holding funds (Paystack was fined ₦250m over its Zap balance product) and Popucáo holds no licence at all. Please review the actual Safe Haven product terms and confirm: (a) who has legal title to the money in the funding account; (b) whether Popucáo is merely a mandate-holder or is in substance the account owner; (c) whether the arrangement is capable of being characterised as Popucáo holding customer funds or operating stored value; and (d) whether the prepayment model should be dropped altogether in favour of pure post-paid invoicing, which is the recommendation in plan/01-PSSP-VERDICT.md. If (d), clauses 2.4, 5.6 and 5.7 come out. The system supports both models today.]
2.5 We do not guarantee results. We do not promise a number of sales, a number of Ambassadors, or any level of performance. We promise that you are charged only for sales that meet clause 6.
3.1 You must be a business lawfully operating in Nigeria and the person accepting these Terms must be authorised to bind you.
3.2 You must give accurate business details and keep them current, including your registered name, RC number where applicable, trading address, and the bank account you use.
3.3 Verification. Before an Offer can go live, we verify your business and the identity of the person controlling the account, through a licensed verification provider. We keep the provider's reference and verdict; identity numbers are not stored by us.
3.4 You are responsible for anything done through your account, including by your staff.
4.1 When you create an Offer you set:
| You choose | Notes |
|---|---|
| The customer discount | In your own words, e.g. "15% off your first visit". It must be a real, honourable offer. |
| The Reward | What one Qualifying Sale is worth to you. Minimum [TODO: MINIMUM REWARD, currently ₦1.17 in the system]. |
| The budget | A hard cap. We never spend beyond it. |
| A daily cap (optional) | Limits how much can be spent in one day. |
| A per-code cap (optional) | Limits how many sales any single Ambassador's Code can produce. |
| Your criteria | Including whether a Reward is earned only on a customer's first purchase from you, or on any attributed sale. See 4.2. |
| Category, area, and dates | Used to match your Offer to suitable Ambassadors. |
4.2 The first-purchase setting. By default, an Offer only pays a Reward where the customer has not bought from you before. You may switch this off, in which case a Reward is earned on any sale attributed to a Code, whether or not the customer had bought from you before. The setting you choose is shown to Ambassadors before they accept your Offer, and to customers in the offer terms. You cannot change it once the Offer has gone live and money has moved against it.
[COUNSEL: 4.2 must be right, because it is both a pricing term and a consumer-facing representation under FCCPA 2018. PRODUCT/ENGINEERING NOTE — there is an internal inconsistency here that must be resolved before these Terms are issued: the database (campaigns.first_purchase_only), the API, the advertiser UI and the tests all treat this as a per-campaign switch, butapps/api/src/domain/incrementality.tson disk carries a comment stating the switch was deliberately removed and that the new-customer rule always applies. The two cannot both be true. The Terms above describe the switch, per instruction. **Confirm the actual behaviour before publication** — if the rule is in fact unconditional, clause 4.2 and the summary at the top of this document must be rewritten.]
4.3 We may refuse or remove an Offer that breaches clause 10, that we reasonably believe is unlawful, or that we cannot verify.
5.1 You set the Reward. Our Service Fee is calculated on top of it. The Reward is the exact amount the Ambassador is promised, so it is never reduced by our fee.
5.2 Worked example (default rates):
| Reward you set | ₦500 |
| Popucáo Service Fee | ₦214 |
| Conversion Price — what one Qualifying Sale costs you | ₦714 |
₦714 is approximately US$[TODO: FX RATE AT DATE OF USE]. The Service Fee is calculated so the Ambassador's share is approximately 70% of the Conversion Price, rounded to whole naira, with a minimum fee of ₦1. The exact Conversion Price and the number of customers your budget buys are shown to you before you launch, and the same figures appear on your invoice.
5.3 Your budget is a spending cap, not a deposit. A Reward is never issued once the remaining budget cannot cover a full Conversion Price. If a cap is reached mid-way, the customer still receives the discount you advertised and nobody earns a Reward.
5.4 When you are charged. A charge arises when a sale becomes a Qualifying Sale (clause 6). You are not charged for scans, for interest, for impressions, or for sales that do not qualify.
5.5 Invoicing (post-paid). We invoice [TODO: FREQUENCY — weekly / monthly] in arrears, itemised by conversion. Payment is due within [TODO: DAYS] days. Late amounts may attract interest at [TODO: RATE] per month [COUNSEL: confirm a lawful and commercially normal rate].
5.6 Prepayment (if used). Where an Offer is prepaid, you fund it before it goes live, into the Safe Haven account described in clause 2.4. Qualifying Sales draw the funded amount down. You can see the remaining balance at any time.
5.7 Unused budget. If you pause, end or exhaust an Offer, any funded amount not drawn down by Qualifying Sales is returned to your nominated bank account within [TODO: DAYS] business days of your request, less any amounts properly due to us. We do not pay interest on funded amounts and do not treat them as a deposit or as stored value.
5.8 VAT. Our Service Fee is stated [TODO: inclusive / exclusive] of VAT. Where VAT is chargeable we will issue a valid VAT invoice.
5.9 Withholding tax. If you are required by Nigerian law to deduct withholding tax from our Service Fee, you may do so, provided you deliver a valid withholding tax credit note to us within [TODO: DAYS] days. Without a credit note, the deducted amount remains payable to us.
[COUNSEL + ACCOUNTANT: (a) is Popucáo's taxable supply the Service Fee alone (agent treatment) or the full Conversion Price (principal treatment)? This decides both the VAT base and the invoice format, and it is unresolved internally. (b) Confirm the VAT registration threshold under the Nigeria Tax Act 2025 — commentary indicates ₦100m annual turnover for VAT registration and a ₦50m small-company threshold for CIT, both effective 1 January 2026, but I have not verified these against the gazetted text. (c) Confirm the correct WHT rate an Advertiser would deduct from an advertising/commission service fee, and whether the ₦-value or supplier-size exemptions in the Deduction of Tax at Source (Withholding) Regulations 2024 apply at pilot scale.]
5.10 The Ambassador's tax. We deduct withholding tax from Rewards before paying Ambassadors and issue them credit notes. That is between Popucáo and the Ambassador; it does not change your Conversion Price.
6.1 A sale is charged to you only when all of the following are true:
| # | Condition |
|---|---|
| 1 | The sale is attributed to a valid, active Code issued under your Offer. |
| 2 | You confirm the sale through the Popucáo shop app or till integration, giving the sale amount, your own sale reference, and the customer's phone number. |
| 3 | The sale passes automated fraud checks, or passes human review where it was flagged. |
| 4 | The sale meets the criteria you set for the Offer — including the first-purchase setting (clause 4.2). |
| 5 | Your remaining budget covers the full Conversion Price, and any daily or per-code cap has not been reached. |
6.2 What you will see, and what it costs you:
| Status | Meaning | Charged? |
|---|---|---|
| New customer, verified | Qualified. Reward recorded for the Ambassador. | Yes — Conversion Price |
| Under review | A fraud check flagged it; a person is looking. | No, while it waits |
| Returning customer — not charged | A real sale, and the customer kept the discount, but they had bought from you before and your Offer pays on first purchases only. | No |
| Refused after review | Review concluded it did not qualify. | No |
| Reversed — the sale was refunded | The sale was refunded or reversed after the charge. | Reversed — credited back to you |
6.3 Duplicate confirmations cost you nothing. Confirmations are matched on your own sale reference, so a retried or double-tapped confirmation is recorded once. Repeated or double billing for the same sale is prevented by design; if you ever see it, tell us and we will reverse it.
6.4 Decisions are recorded. Every attribution decision is stored together with the information it was made on, so a dispute months later can be reconstructed line by line rather than argued from memory.
6.5 How to dispute a charge. Raise it in the app or at [TODO: SUPPORT EMAIL] within [TODO: DAYS, e.g. 30] days of the invoice. We will review it against the recorded decision and respond within [TODO: SLA]. [COUNSEL: should there be a contractual time bar on disputing a charge, and is the proposed period reasonable under FCCPA 2018 where the Advertiser is a micro-business?]
7.1 Honour the offer. Every customer who presents a valid Code gets the discount you advertised, on the terms you advertised, for as long as the Offer is live. Refusing to honour a live Offer is a serious breach — it damages the customer, the Ambassador, and us.
7.2 Confirm sales promptly and truthfully. Confirm each qualifying sale at the time it happens, with the correct amount. Do not confirm sales that did not happen. Do not decline to confirm sales that did.
7.3 Give us honest information about existing customers. Where you tell us that a customer is or is not new to you, that must be accurate to the best of your knowledge.
7.4 Collect the customer's phone number properly. You collect the number at the till and send it to us. Before you do, you must tell the customer, in plain language, that the number is being used to check whether this is their first purchase, and point them to Popucáo's privacy notice. We will give you the wording and a counter notice card. You must not use numbers collected for this purpose to market to customers unless they have separately agreed to that.
7.5 Train your staff. Anyone who works your till must know how to accept a Code, honour the discount, and confirm the sale.
7.6 Do not collude. You must not arrange with any Ambassador to record sales that did not happen, to record existing customers as new, to split Rewards, or to route sales through a Code in exchange for any benefit. This includes an Ambassador who is your relative, your employee, or has an interest in your business.
7.7 Keep records. Keep records of Popucáo-attributed sales for [TODO: PERIOD] and produce them on reasonable request if a charge is disputed.
8.1 If a customer returns goods, cancels, disputes, or is refunded, tell us within [TODO: DAYS] days.
8.2 Where the underlying sale is reversed, we reverse the charge to you and reverse the Ambassador's Reward. Both are recorded as reversing entries; nothing is deleted.
8.3 Where a reversal happens before the Hold Period ends, no money has left our hands and the reversal is complete. Where it happens afterwards, we recover the Reward by setting it off against the Ambassador's future earnings. Either way, you are credited.
8.4 If we find a pattern of confirmations that did not correspond to real sales, we may reverse the affected Rewards, suspend your Offers, and require repayment of any Rewards we have already paid out as a result.
9.1 We will not offer your campaign to an Ambassador who is at the same time carrying an Offer from a direct competitor of yours, and we will not match your Offer to a business-referrer that is a direct competitor of yours.
9.2 "Direct competitor" means a business that (a) sells substantially the same category of goods or services as the category you selected for the Offer, and (b) operates within the same area you selected for the Offer. [TODO: confirm this definition matches what the matching engine actually enforces.]
9.3 What this guarantee is not. It does not stop an Ambassador from carrying offers from businesses in other categories. It does not stop your competitor from using Popucáo. It does not apply to Codes already issued before a competitor joins, though we will not issue new ones in breach of 9.1.
9.4 If we breach it, tell us. We will remove the conflicting match and credit you [TODO: REMEDY — e.g. the Conversion Price of any sale attributed through the conflicting Code].
[COUNSEL: CLAUDE.md makes this a core product guarantee, and it is used in marketing. That means it must be a contractual promise with a defined scope and a remedy, or it is an unsubstantiated claim exposed under FCCPA 2018 and ARCON rules. Please settle the definition in 9.2 and the remedy in 9.4, and confirm the definition does not create competition-law problems of its own (an exclusivity arrangement between competing local businesses is a different animal from a matching rule).]
10.1 You are responsible for what your Offer says and for the goods or services behind it. It must be accurate, lawful, not misleading, and honourable on the terms stated.
10.2 You must not run an Offer for anything you are not licensed to sell, or for any category that requires regulatory approval, unless you hold that approval and give us evidence of it. This includes alcohol, tobacco and nicotine products, pharmaceuticals and health claims, financial and investment services, betting and gaming, and anything restricted to adults. [COUNSEL: confirm the list against ARCON's advertising code and any category-specific approvals (NAFDAC for food/drugs, SEC/CBN for financial services), and confirm what Popucáo must check versus what it may rely on the Advertiser to warrant.]
10.3 You must not use the platform for anything unlawful, or in a way that would bring Popucáo into disrepute.
10.4 Licence to us. You allow us to display your business name, logo, location and Offer content on the platform and in Ambassador-facing and customer-facing materials, so the Offer can be promoted. This licence lasts while your Offer is live and ends when it does. [COUNSEL: does Popucáo want a wider case-study/marketing licence? If so it needs its own clause and an opt-out, not a quiet extension of this one.]
10.5 Our brand. "Popucáo", our logo and our platform remain ours. You may say you are a participating business; you may not present yourself as Popucáo or as authorised to act for us.
11.1 Each of us is responsible for complying with the Nigeria Data Protection Act 2023 and the NDPA General Application and Implementation Directive (GAID) 2025.
11.2 The customer's phone number. You collect it at the till. You send it to us. We convert it immediately into a one-way scrambled value using a secret key and never store the number itself. We use the scrambled value only to check whether that customer has bought from you before, and for fraud detection.
11.3 You must give the customer notice at the point of collection (clause 7.4). If you do not, the processing is unlawful at its source and we may suspend your Offers.
11.4 What we do not give you. We do not give you data about customers of other businesses, and we do not give Ambassadors any customer's identity.
11.5 Breaches. If either of us becomes aware of a personal data breach affecting the other's data, we will tell the other without undue delay and cooperate on notification to the NDPC and to affected individuals.
11.6 A data-processing schedule setting out roles, categories, purposes, security measures and sub-processors is at [TODO: SCHEDULE 1 — to be drafted once controllership is settled].
[COUNSEL: settle whether Popucáo and the Advertiser are independent controllers or joint controllers for the incrementality check. If joint, NDPA requires a defined arrangement setting out who does what — that is Schedule 1, and it cannot be left blank at launch. See also Note 4 of the Privacy Notice.]
12.1 You may stop at any time. Pause or end an Offer whenever you like. Codes already issued stop earning, and Ambassadors are told.
12.2 We may suspend an Offer or your account where: an invoice is overdue; we reasonably suspect breach of clause 7.6 (collusion) or clause 10; verification fails; or we are required to by law. We will tell you why.
12.3 Either of us may terminate these Terms on [TODO: NOTICE PERIOD] written notice, or immediately for material breach that is not remedied within [TODO: DAYS] days.
12.4 On termination: Offers end and Codes stop working; you remain liable for Qualifying Sales that occurred before termination; unused funded amounts are returned under clause 5.7; clauses 5, 8, 11, 13, 14 and 16 survive.
12.5 Fairness to Ambassadors. Ambassadors who were actively promoting your Offer when it ends are notified. Rewards already earned on Qualifying Sales remain payable and are not affected by your termination.
13.1 What we are not responsible for. We are not the seller. We are not responsible for your goods, services, premises, staff, or your dealings with any customer or Ambassador. We do not guarantee sales volumes, Ambassador activity, or that any Offer will succeed.
13.2 What you are responsible for. Your Offer content, your goods and services, honouring the discount, your customers, your staff, and your tax.
13.3 Cap. Our total liability to you in any 12-month period is limited to the total Service Fees you paid us in that period. Neither of us is liable for loss of profit, loss of business, or indirect loss. Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.
13.4 Your indemnity. You will indemnify us against claims, fines and reasonable costs arising from your Offer content, your goods or services, your breach of clause 7 or 10, or your failure to give the notice required by clause 7.4 and 11.3.
[COUNSEL: confirm the cap is appropriate given the Service Fee is roughly 30% of a small per-sale amount — the cap may be very low in absolute terms. Consider whether a floor (e.g. the greater of fees paid or ₦[TODO]) is fairer and more defensible.]
Each of us will keep the other's non-public commercial information confidential and use it only for these Terms. This includes your sales figures and our attribution, verification, fraud-detection and matching methods. It does not cover information that is public, already known, or required to be disclosed by law.
We may change these Terms on [TODO: NOTICE, e.g. 30 days] notice. Changes do not apply to Qualifying Sales already made or to the pricing of an Offer already live. If you do not accept a change, you may terminate under clause 12.3 before it takes effect.
16.1 These Terms are governed by the laws of the Federal Republic of Nigeria.
16.2 We will each try in good faith to resolve any dispute by discussion within [TODO: PERIOD] of written notice.
16.3 If that fails, the dispute shall be [OPTION A: referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator, in English] / [OPTION B: submitted to the exclusive jurisdiction of the courts of Lagos State].
[COUNSEL: choose one. Arbitration is defensible here because Advertisers are businesses, but for a micro-business paying ₦714 a conversion the cost of arbitration will exceed almost any realistic dispute, and an arbitration clause that is uneconomic to use may attract FCCPA 2018 scrutiny. A middle path is arbitration above a monetary threshold and Lagos courts below it. Note that the Ambassador Agreement deliberately uses courts, not arbitration.]
17.1 Notices: to you, at the email on your account; to us, at [TODO: NOTICE EMAIL / ADDRESS].
17.2 Assignment: you may not assign without our consent; we may assign to a group company or on a sale of our business.
17.3 No partnership or agency is created between us. Neither of us can bind the other.
17.4 Force majeure: neither of us is liable for failure caused by events outside reasonable control, including network, power or banking outages.
17.5 Severability, no waiver, entire agreement (these Terms plus the Offer settings shown in the app and the Privacy Notice).
17.6 Acceptance is by clicking to accept in the app; we record the date, time and version. [COUNSEL: confirm sufficiency of click-wrap for a B2B contract of this value, and whether a counter-signed order form should be used for larger Advertisers.]
POPUCAO LIMITED Name: [TODO: SIGNATORY] · Title: Director · Date: ____________
ADVERTISER Business name: [TODO] · RC No.: [TODO] · Signatory name and title: [TODO] · Date: ____________
1. The structural fact everything depends on. Popucáo is deliberately outside the payment path. Customers pay shops directly. Popucáo never receives, holds, transmits or settles a customer's payment, and no card data touches its systems. This was chosen because the CBN prohibits Payment Solution Service Providers from holding funds — Paystack was fined ₦250m over a stored-balance product — and Popucáo holds no payments licence at all. The full analysis is in plan/01-PSSP-VERDICT.md, whose recommendation is that Popucáo bills advertisers for verified conversions and pays Ambassadors as contractors, deleting escrow from the roadmap. Please read the whole document for any wording that could be read as Popucáo holding or moving other people's money, and strike it.
2. The prepayment/escrow clauses (2.4, 5.6, 5.7) are the live risk. The schema supports both a prepaid model — funds in an account at Safe Haven Microfinance Bank Limited, a licensed microfinance bank whose licence permits holding funds — and a pure invoice model, which is what the application implements today. An internal migration comment describes the funding account as one "we control", which is exactly the phrase that would create the problem the structure exists to avoid. Please get sight of the Safe Haven product terms and advise whether the prepaid model is safe, needs restructuring, or should be dropped. If dropped, clauses 2.4, 5.6 and 5.7 come out and the model becomes straightforwardly post-paid.
3. An unresolved product contradiction sits inside clause 4.2. The database column, the API, the advertiser UI and the tests all treat "first purchase only" as a per-campaign switch the Advertiser controls. One domain file (incrementality.ts) carries a comment saying the switch was removed and the new-customer rule is unconditional. These Terms describe the switch, per instruction, but the discrepancy must be settled before publication — it is a pricing term and a consumer representation, so getting it wrong is an FCCPA 2018 problem, not just a bug.
4. Tax positions needed before invoicing starts (clause 5.8–5.10): gross-versus-net (is the taxable supply the Service Fee or the whole Conversion Price?), VAT registration threshold and rate under the Nigeria Tax Act 2025, and the WHT rate an Advertiser would deduct from our fee. Verified as at 29 July 2026: the Nigeria Tax Act 2025 and Nigeria Tax Administration Act 2025 took effect 1 January 2026 and the FIRS is now the Nigeria Revenue Service; commentary indicates a ₦100m VAT registration threshold and a ₦50m small-company CIT threshold, which I have not verified against gazetted text. This needs the accountant as well as counsel.
5. The competitor guarantee (clause 9) is promised in product documentation and marketing. Either it becomes a contractual promise with a defined scope and a remedy, or it should stop being said out loud. Please settle the definition and the remedy.
6. Data protection (clause 11) has an unclosed question: are Popucáo and the Advertiser independent or joint controllers of the customer's phone number? The Advertiser collects it; Popucáo determines the purpose of the de-duplication. The answer drives Schedule 1, the notice wording the Advertiser must read out at the till, and who notifies the NDPC on a breach. Note also that the NDPR 2019 was repealed by GAID 2025 (effective 19 September 2025) — internal documents still referring to "NDPR compliance" should be updated.
7. Dispute resolution (clause 16) is deliberately left as an A/B choice for you, with the cost-versus-claim-size problem set out in the flag. Note that the Ambassador Agreement takes the courts route on purpose; a mismatch between the two documents is intentional but should be a conscious decision.
8. Placeholders to close before execution: RC number, registered address, support and notice contacts, invoicing frequency and payment terms, late-payment rate, refund timelines, dispute windows and SLAs, minimum reward, notice periods, VAT treatment, FX reference for the USD figure in clause 5.2, competitor-guarantee remedy, Schedule 1.
Prepared by Popucáo legal-ops (AI). Not legal advice. For review by qualified Nigerian counsel before execution or publication.
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