Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") govern access to and use of the MSC platform ("Platform"), including our mobile applications, web applications, websites, dashboards, admin tools, support channels, and related services.

By creating an account, signing up, listing products, placing orders, accepting orders, or otherwise using the Platform, you confirm that:

• you have read and understood these Terms;
• you agree to be bound by them; and
• you are authorised to act on behalf of the business you represent (where applicable).

If you do not agree, you must not use the Platform.

2. Definitions

For clarity, the following terms have the meanings below:

• "MSC", "we", "us", "our" means Medicare Supply Chain and its authorised operators.
• "User" means any person or business that accesses or uses the Platform.
• "Buyer" means a verified pharmacy, pharmacy outlet, or authorised purchaser using MSC to procure products.
• "Merchant" means a verified distributor, wholesaler, merchant, or regional partner selling products through MSC.
• "Supplier/Manufacturer" means a verified manufacturer or supplier listing products on MSC (where applicable).
• "Seller" means a Merchant or Supplier/Manufacturer (or both) that sells products via MSC.
• "Products" means pharmaceutical products and related items permitted on the Platform.
• "Order" means a Buyer's purchase request placed via MSC.
• "Content" means text, images, product details, logos, listings, documents, and other materials uploaded or displayed.
• "Business Credentials" means licences, registrations, permits, and documents needed for verification.

3. Nature of the Platform (What MSC Is and Is Not)

3.1 What MSC Provides

MSC provides a digital B2B pharmaceutical commerce and coordination platform that enables verified businesses to:

• discover and list permitted pharmaceutical products;
• place and manage orders;
• coordinate fulfilment and delivery through approved channels;
• access invoices/receipts and transaction records;
• receive support for dispute handling and platform-related issues.

3.2 What MSC Does Not Provide

Unless expressly stated in writing:

• MSC does not manufacture products;
• MSC does not provide medical advice, diagnosis, or treatment guidance;
• MSC does not guarantee that every transaction will be completed without interruption;
• MSC is not responsible for a Buyer's dispensing decisions or professional obligations.

4. Eligibility, User Roles & Verification

4.1 Eligibility

The Platform is intended only for legally registered and licensed pharmaceutical businesses and authorised representatives operating under applicable Nigerian laws and regulations.

You must be able to provide and maintain valid documents, which may include (depending on role):

• pharmacy premises licence / business registration;
• pharmacist practice licence (where applicable);
• company registration documents;
• identification documents for authorised representatives;
• any other documents required by MSC to confirm legitimacy.

4.2 Role-Based Access

MSC assigns access and features based on the role you register under. Roles may include:

• Buyer (Pharmacy/Pharmacy outlet)
• Merchant (Distributor/Wholesaler/Regional partner)
• Supplier/Manufacturer
• Admin/Staff users authorised by a business account

MSC may change or restrict features if verification status changes.

4.3 Verification and Ongoing Compliance

You authorise MSC to verify your credentials and periodically request updates. MSC may:

• approve, reject, suspend, or restrict accounts based on verification;
• require re-verification if credentials expire or information changes;
• report suspected illegal activity where required by law.

5. Account Registration & Security

5.1 Account Creation

You must provide accurate, complete, and current information. You may not create accounts using false identities, expired licences, or another party's documents.

5.2 Account Responsibility

You are responsible for:

• maintaining confidentiality of login credentials;
• activities conducted under your account;
• restricting access to authorised staff only.

5.3 Unauthorised Use

You must notify MSC immediately if you suspect unauthorised access. MSC may suspend the account while investigating.

6. Acceptable Use & Conduct

You agree not to:

• misrepresent your business identity, licences, certifications, or authorisations;
• list prohibited, expired, recalled, diverted, or unlawfully sourced products;
• upload false product information, pricing, batch details, expiry dates, or images;
• manipulate platform metrics, reviews, or rankings;
• interfere with system security, attempt to bypass controls, or scrape data;
• use MSC for unlawful purposes or in violation of regulations.

MSC may investigate suspected misuse and take action including suspension, termination, withholding settlement, and reporting to relevant authorities where required.

7. Product Listings (Seller Obligations)

7.1 Accuracy and Completeness

Sellers must ensure all listings are accurate and compliant, including:

• product name, strength, form, pack size;
• batch/lot where required;
• expiry dates;
• storage requirements (if applicable);
• regulatory/traceability details required by MSC.

7.2 Product Legality & Quality

Sellers represent and warrant that:

• products are authentic, legally sourced, and permitted for sale;
• products are stored and handled in accordance with good practice standards;
• products are not expired, adulterated, counterfeit, or diverted.

7.3 Prohibited Items

MSC may prohibit categories of products at its discretion or due to law/regulatory requirements. Sellers must not list prohibited items.

8. Orders, Pricing & Transactions

8.1 Order Placement (Buyers)

Buyers place orders digitally through the Platform. Buyers are responsible for reviewing order details (items, quantities, pricing, delivery terms) before confirmation.

8.2 Order Acceptance (Sellers)

Sellers may accept or reject orders based on availability and compliance rules. Where an order is accepted, the Seller must fulfil in line with stated terms.

8.3 Pricing

Prices may change due to availability, supply conditions, or promotions. Final pricing is shown before the Buyer confirms payment or final submission (depending on flow).

8.4 Promotions and Discounts

MSC may offer promotions (including platform-wide or Seller-led discounts). Promotions may include rules, eligibility criteria, and limits. MSC may modify or end promotions to prevent abuse.

8.5 Taxes and Invoicing

Where applicable, Sellers are responsible for proper invoicing and statutory compliance. MSC may display invoices/receipts as available through the Platform.

10. Refunds & Order Cancellation Policy

10.1 Buyer-Initiated Refund Requests

Buyers may trigger refund requests on eligible orders by:

• Providing a genuine and verifiable reason.
• Submitting required documentation where necessary.
• Initiating the request within the permitted timeframe defined on the Platform.

Examples of acceptable reasons may include:

• Incorrect product delivered
• Damaged goods
• Order cancellation before dispatch
• Suspected counterfeit (subject to framework review)

Refund requests made outside permitted windows may be declined.

10.2 Refund Approval Process (Three-Step Control)

Refunds follow a structured approval workflow:

Step 1 — Buyer Initiation

Buyer submits refund request with reason and supporting evidence.

Step 2 — Merchant Review

The Merchant/Supplier must:

• Approve the refund, OR
• Provide justification and evidence to dispute it.

If a merchant does not approve or deny a refund request within the allowed window (7 days), the refund request will be automatically approved.

Step 3 — MSC Review & Final Approval

MSC conducts a compliance and risk review and makes the final determination.

Refunds are only processed after MSC approval.

MSC's decision is final where evidence supports the outcome under Platform policies.

10.3 Refund Settlement Timing

If approved:

• Refunds will be processed back through the original payment channel.
• Timing depends on payment provider processing cycles.
• MSC may offset refund amounts against pending settlement to the Merchant.

If a Merchant has already been settled, MSC may:

• Deduct the refund from future payouts, OR
• Require immediate reimbursement from the Merchant.

Failure to comply may result in suspension or withholding of future settlement.

11. Counterfeit & Authenticity Claims

Where a refund is triggered on grounds of suspected counterfeit, the following applies:

• The matter will be governed by the MSC Genuine Claim Protection Framework.
• Standard refund timelines may be extended pending investigation.
• Product verification, batch validation, and documentation review may be required.
• Regulatory authorities may be notified where required by law.

False or abusive counterfeit claims may result in:

• Account warnings,
• Suspension,
• Loss of privileges.

12. MSC Genuine Claim Protection Framework (Binding Incorporation)

The MSC Genuine Claim Protection Framework, including but not limited to:

• Evidence requirements
• Investigation flow
• Threefold compensation terms
• Merchant responsibility structures
• Settlement control measures
• Security deposit or graduated margin arrangements
• Settlement cycle control provisions
• Risk reserve or payout withholding mechanisms

…is hereby incorporated into these Terms of Service and forms a binding part of the contractual relationship between:

• MSC
• Merchants/Suppliers
• Buyers

In the event of conflict, the Genuine Claim Protection Framework provisions shall apply specifically to counterfeit or authenticity-related disputes.

Merchant Security Deposit & Commission Deduction Mechanism

To support the Genuine Claim Protection Framework and ensure the platform can respond quickly to verified counterfeit claims, MSC may implement a merchant security deposit mechanism funded through temporary commission deductions.

Deposit Threshold

The maximum security deposit required from a merchant shall not exceed ten (10) times the merchant's estimated daily sales volume on the MSC platform.

Commission Deduction Process

Instead of requiring an upfront payment, MSC may temporarily deduct a portion of the merchant's commission during the settlement cycle until the required deposit threshold is reached. If the maximum deposit amount has not yet been reached, deductions will continue during each settlement period. Once the required deposit amount is achieved, no further deductions will be applied.

Settlement Period

The commission settlement cycle is one (1) month.

At the end of the settlement cycle, one of the following outcomes will apply:

• Deposit Not Fully Collected: If the required deposit amount has not been fully accumulated within the settlement period, the deducted commission amount will be refunded to the merchant at the end of the month.
• Deposit Fully Collected: If the required deposit amount is fully accumulated within the settlement period, commission deductions will stop, and the deposit will remain on record to support compensation obligations under the Genuine Claim Protection Framework.

Use of Deposit Funds

The deposit may be used exclusively for verified compensation claims relating to counterfeit or non-compliant products, as determined under the MSC dispute resolution and verification procedures.

Future Adjustment of Deposit Ratio

As the platform grows and merchant activity increases, MSC reserves the right to adjust the deposit calculation methodology. The effective deposit level may be revised to represent approximately 5%–8% of a merchant's transaction value, depending on operational risk levels, platform scale, and regulatory considerations. Any such adjustments will be communicated to merchants in advance.

13. Risk Management & Withholding Rights

MSC may:

• Hold funds pending investigation.
• Offset disputed amounts against future settlements.
• Freeze settlement where counterfeit investigations are ongoing.
• Extend settlement cycles for high-risk accounts.
• Require additional documentation or guarantees.

MSC's risk control decisions are made to protect:

• Buyers
• Legitimate Sellers
• Regulatory compliance
• Platform integrity

Such decisions do not constitute wrongful withholding where supported by evidence or risk indicators.

14. Limitation Related to Payment Processing

MSC is not liable for:

• Payment processor downtime.
• Bank transfer delays.
• Chargeback processes initiated by financial institutions.
• Errors attributable to third-party payment systems.

However, MSC will take reasonable steps to support resolution.

15. Settlement Disputes

If a Merchant disputes settlement calculations:

• A written request must be submitted within 7 business days.
• MSC will review transaction logs and payment processor records.
• Final reconciliation decisions will be documented.

16. Delivery, Fulfilment & Risk Transfer

16.1 Delivery Responsibility

Delivery may be handled by:

• the Seller; and/or
• MSC-approved logistics partners (where applicable).

Delivery terms may vary by product, location, and Seller policy.

16.2 Delivery Timelines

Delivery timelines are estimates unless expressly stated otherwise. MSC's goal is to improve delivery speed and reliability; however, delays may occur due to logistics constraints, location, weather, security, or operational issues.

16.3 Receipt and Inspection

Buyers should inspect deliveries promptly on receipt. If there are issues (wrong items, damaged goods, missing goods, suspected counterfeit), Buyers must report within the time window defined in the dispute process.

17. Quality, Authenticity & Dispute Resolution

17.1 Dispute Process

MSC provides an evidence-based dispute framework. Users may be required to provide:

• delivery notes;
• photos/videos of packaging;
• batch and expiry details;
• invoices/receipts;
• other documentation required for investigation.

17.2 Counterfeit/Authenticity Claims

Where a Buyer claims a product is counterfeit or not genuine, MSC may:

• require return/secure retention of product for investigation;
• request manufacturer verification and batch validation;
• involve regulatory or third-party verification where necessary.

False or abusive claims may result in penalties, suspension, or termination.

17.3 Outcomes

Dispute outcomes may include:

• replacement;
• refund/credit;
• partial settlement;
• claim rejection with reasons;
• Seller sanctions.

18. Compliance & Regulatory Obligations

Each User remains responsible for compliance with laws and professional regulations applicable to their role. This includes:

• licensing and renewals;
• procurement and distribution rules;
• storage and handling standards;
• record-keeping obligations;
• restrictions on controlled medicines (where applicable).

MSC may restrict activities or terminate accounts to comply with regulatory requirements.

20. Intellectual Property

All Platform software, design, branding, and systems are owned by or licensed to MSC. Users may not copy, modify, distribute, reverse engineer, or create derivative works without written permission.

Users grant MSC a licence to use uploaded Content (e.g., listings, logos) strictly for operating and marketing the Platform, subject to privacy and confidentiality obligations.

21. Confidentiality

Users agree not to misuse confidential information obtained through the Platform, including pricing arrangements, operational processes, Seller information, or Buyer purchase history (except as permitted for fulfilment and compliance).

MSC may implement controls to limit access to sensitive data.

22. Suspension, Termination & Enforcement

MSC may suspend or terminate access (with or without notice depending on severity) if:

• verification fails or credentials are invalid/expired;
• false information is provided;
• counterfeit, diversion, fraud, or illegal activity is suspected;
• repeated disputes or policy breaches occur;
• required by law or regulators.

Termination may result in:

• removal of listings;
• cancellation of pending orders where lawful;
• withholding settlement pending resolution of disputes or investigations.

23. Disclaimers

To the extent permitted by law:

• the Platform is provided "as is" and "as available";
• MSC does not guarantee uninterrupted access or error-free operation;
• MSC is not responsible for third-party systems (payment/logistics) performance;
• MSC is not liable for professional decisions made by pharmacists or pharmacies.

24. Limitation of Liability

To the maximum extent permitted by law, MSC is not liable for:

• indirect, incidental, special, or consequential losses;
• loss of profits, goodwill, business, or data;
• delays or failures caused by events beyond MSC's reasonable control.

Where liability cannot be excluded, it will be limited to the extent allowed under applicable law.

25. Indemnity

Users agree to indemnify and hold MSC harmless from claims, losses, damages, and expenses arising from:

• breach of these Terms;
• unlawful listings or sales;
• regulatory violations;
• counterfeit/diverted products listed or sold by the User;
• misuse of the Platform.

26. Changes to the Platform & Terms

MSC may update features, services, or these Terms as the Platform evolves. If changes are material, MSC may provide notice via the Platform or other reasonable channels. Continued use after changes constitutes acceptance.

27. Governing Law & Dispute Venue

These Terms are governed by the laws of the Federal Republic of Nigeria. Disputes will be resolved in the courts of competent jurisdiction in Nigeria, unless MSC specifies an alternative dispute resolution mechanism (e.g., mediation/arbitration) in a programme policy or order terms.

28. Contact

For support, legal queries, or disputes:

• Email: hr@msc.store