Terms and Conditions of Use — Merchants

Last updated:19 August 2025

These T&Cs apply exclusively to the contractual relationship between AtlasSwift and the Merchant (professional client). They do not apply to consumers.

1) Acceptance

By accessing the Platform, creating an account, or using the Services provided by AtlasSwift, the Merchant declares having read, understood, and unreservedly accepted all of these Terms and Conditions of Use (T&Cs).

Electronic acceptance of the T&Cs during registration has the same legal value as a handwritten signature. These T&Cs constitute a firm and binding contract between the Merchant and AtlasSwift.

Any use of the Services, even partial or occasional, constitutes full and irrevocable adherence to the applicable T&Cs. If the Merchant disagrees with any part of these terms, they must not access the Platform and must immediately cease using the Services.

2) Parties and contact details

Provider: Terxel Neo Vision Ltd (“AtlasSwift”), a company governed by UK law, registered under no. 13441558, with its registered office at 483 Green Lanes, London, N13 4BS, United Kingdom. AtlasSwift operates and publishes the Platform available at www.atlasswift.com.

Client: the Merchant, a legal entity or sole trader acting strictly in a professional capacity, duly registered and validated by AtlasSwift in accordance with current procedures.

Contacts:
— [email protected] (operations, technical support and invoicing)
— [email protected] (contract, compliance and legal claims)

3) Definitions

Platform: all digital services, web interfaces, applications and technical tools provided by AtlasSwift for managing Orders, Inventory, payments, performance tracking and any other functionality related to executing logistics and financial operations.
Merchant: any legal or natural person acting professionally, with an account validated by AtlasSwift, using the Platform to sell its Products and manage its Orders.
Order: any purchase request initiated by a Merchant’s end customer and recorded on the Platform for execution (confirmation, dispatch, delivery, cash collection).
Product: any tangible good offered for sale by the Merchant through its own distribution channels and executed in whole or in part by AtlasSwift.
Inventory: all Products physically shipped, received, and available in AtlasSwift’s warehouses or logistics networks for Order execution.
Service fee: amount charged by AtlasSwift to the Merchant, calculated on a fixed or proportional basis, and applicable only to each Order actually delivered and paid.
Payout: net amount owed to the Merchant by AtlasSwift corresponding to the amount collected from the end customer, less Service fees and, where applicable, any other contractual fees due.
Personal space: secure, individualized interface accessible via the Platform, allowing the Merchant to track Orders, Inventory, payments, and performance indicators.
Execution log: chronological, timestamped record of the various stages of processing an Order (confirmation, call, dispatch, delivery, cash collection), including associated proofs.
Proof: any material or immaterial element (photo, signature, OTP code, receipt, or digital equivalent) attesting to the proper execution of a step of the Order, notably delivery and cash collection.

4) Registration, account & security

4.1 B2B eligibility

Use of the AtlasSwift platform is strictly reserved for professionals acting within the scope of their commercial activity. Registration must be completed by a legal entity (company, group, registered entity) or by an individual with valid professional status. AtlasSwift reserves the exclusive right to verify the information provided and to accept or refuse any registration request, with no obligation to justify its decision.

4.2 Information & KYC

During registration, the Merchant undertakes to provide accurate, complete and up-to-date information regarding identity, contact details, legal and tax status, as well as any other data requested by AtlasSwift. AtlasSwift may at any time require additional documents (notably as part of KYC — Know Your Customer procedures or anti-money-laundering AML checks). Any failure to provide or any falsification of information may result in immediate suspension or closure of the account, without prior notice.

4.3 Access & credentials

The Merchant is solely responsible for the confidentiality, safekeeping, and use of their credentials (login, password, API keys, etc.). Any action carried out via the Merchant’s account is deemed to have been performed by the Merchant, whether authorized or not. In case of loss, theft or suspected fraudulent use of credentials, the Merchant must immediately notify AtlasSwift in writing. AtlasSwift shall not be liable for the consequences of a failure to meet this obligation.

4.4 Sub-accounts

The Merchant may create sub-accounts for collaborators, contractors or employees, within the limits of the platform’s features. These sub-accounts remain under the full responsibility of the Merchant, who remains solely liable for any action taken by their holders. AtlasSwift recommends that the Merchant implement strict internal rules for access, control and security to avoid any abusive or unauthorized use.

4.5 API access & fair use

AtlasSwift may set technical limits (rate, volume, request windows) for API access. Prohibited: scraping, unauthorized load testing, and any authentication bypass. AtlasSwift reserves the right to suspend access in case of abuse or security threat.

5) AtlasSwift Services

AtlasSwift provides the Merchant with an e-commerce execution layer including: (i) customer confirmation and closing, (ii) delivery, (iii) cash on delivery collection, (iv) real-time tracking, and (v) invoicing and payouts.

Confirmation & Closing: phone contact with the end customer in order to: (a) validate the existence of the Order, address accuracy and customer availability, (b) answer questions and remove any hesitation, (c) obtain firm agreement to proceed with delivery. Any confirmed Order is deemed valid and binding.
Delivery: physical handover of the Product to the end customer within the serviced area. Timelines are indicative and may vary depending on stock availability, area accessibility, and local logistics constraints.
Cash collection: collection of payment from the end customer at the time of delivery, in cash or via mobile money, depending on available payment methods in the relevant country.
Tracking: provision of timestamped statuses and proofs (photo, OTP code, digital signature or equivalent) accessible in the Merchant’s Personal space.
Documents: issuance of a detailed weekly invoice and an execution log retracing all stages (confirmation/closing, dispatch, delivery, cash collection).

Service targets (SLA) published by AtlasSwift are provided strictly for information and do not constitute contractual commitments. Actual performance may vary based on processed volumes, geographic areas and external conditions beyond AtlasSwift’s control (network congestion, strikes, force majeure, etc.).

6) Pricing, payouts & invoicing

6.1 Price

A fixed fee per Order delivered and actually paid applies, depending on the destination country and local conditions. The schedule published on the Pricing page of the Platform prevails. AtlasSwift reserves the right to update its fees at any time, with reasonable notice.

6.2 Volume discounts

Automatic discounts may apply based on the Merchant’s cumulative monthly volumes, according to published tiers. These discounts appear on the corresponding weekly invoice.

6.3 Payouts

Payouts to the Merchant are in principle made on a weekly basis, in one of the currencies offered by AtlasSwift (EUR, USD, XOF, GHS, NGN, USDT or other available local currency). For certain high-volume Merchants and subject to eligibility, payouts may be made every 3 business days. Payouts cover only Orders that were delivered and for which customer payment has been duly collected.

The offer of certain currencies (notably digital assets) is subject to compliance (KYC/AML, country checks, operational availability). AtlasSwift may suspend or withdraw a payment method at any time for regulatory reasons.

6.4 Methods

Payouts are made by bank transfer or mobile money, depending on the currency and available payment rails in the relevant country. The Merchant must provide accurate and valid bank or mobile wallet details.

6.5 Invoicing

AtlasSwift issues a weekly invoice detailing Orders delivered and paid, volume discounts, service fees applied, and the net balance owed to the Merchant. This invoice serves as accounting evidence between the parties.

6.6 Adjustments, reserves & set-off

AtlasSwift may apply targeted reserves only in the following cases:

Individual customer dispute: in the event of a substantiated claim by an end customer for a specific Order, AtlasSwift may withhold an amount equivalent to the price of that Order until the dispute is resolved.
Authority intervention: in the event of seizure, freeze, investigation or administrative sanction related to a Product supplied by the Merchant, AtlasSwift may withhold the amounts corresponding to the affected Orders until the procedure is closed.
Obvious error or post-invoicing correction: AtlasSwift may set off, against future payouts, amounts wrongly credited or invoiced in error.

Any reserve or set-off is the subject of a reasoned notice to the Merchant. The Merchant may submit observations within 7 business days. Outside the cases above, no fund blocking may be applied.

6.7 Taxes

The Merchant remains solely responsible for its tax obligations (VAT, customs duties, corporate taxes, filings and payments). AtlasSwift assumes no responsibility for the Merchant’s tax collection, filing or payment, unless required by mandatory law.

7) Merchant obligations

Genuine Orders: The Merchant undertakes to record on the Platform only authentic Orders, originating from identifiable and consenting end customers. Fake Orders, fraudulent tests or deliberate duplicates are strictly prohibited. AtlasSwift reserves the right to block or delete any account in the event of proven fraud.
Legal & prohibited products: The Merchant warrants that the Products marketed comply with applicable laws and regulations in the relevant countries. The following are notably excluded (non-exhaustive list):
- dangerous, explosive or flammable products (gas, fuels, fireworks);
- toxic, radioactive, chemical or biological substances;
- medicines, food supplements or medical devices not authorized by local authorities;
- perishable goods without compliance with the cold chain;
- live animals, human remains, organs or prohibited animal products;
- firearms, ammunition, bladed weapons, explosives or sensitive military equipment;
- illegal substances (drugs, narcotics, chemical precursors);
- counterfeit or pirated products, or those infringing intellectual property rights;
- cultural or religious products prohibited locally;
- cash, currencies, financial securities, crypto-assets or unauthorized payment instruments;
- stolen or fenced goods or items prohibited by a customs or governmental authority;
- malicious software, hacking equipment or products facilitating fraudulent activities;
- any product whose circulation, import, sale or advertising is prohibited by applicable law.
The Merchant bears sole legal and financial responsibility for its Products. AtlasSwift reserves the right to refuse or destroy any non-compliant Inventory at the Merchant’s expense.
Customer service: Upon AtlasSwift’s request (customer clarification, dispute, additional documents), the Merchant must respond within a maximum of 24 business hours. Failure to respond within this timeframe may result in temporary suspension of the Services.
Marketing & claims: The Merchant is solely responsible for marketing actions and public content. The Merchant undertakes not to publish false or non-compliant claims under applicable regulations (consumer law, health, intellectual property, pricing, promotions, etc.). Any sanction or claim arising from such practices is borne exclusively by the Merchant.
Inventory: The Merchant must maintain sufficient Inventory levels and comply with the shipping instructions communicated by AtlasSwift. Any failure (stock-out, poor preparation, incomplete shipment) may result in delays, cancellations, or additional fees charged to the Merchant.
Consumer protection: The Merchant guarantees compliance with consumer information and protection obligations applicable in destination countries (e.g., right of withdrawal, clear and non-misleading information, statutory warranty conditions, etc.). AtlasSwift assumes no responsibility in this regard, and the Merchant remains solely liable to its end customers.

8) Products & inventory

8.1 Prior shipment

The Merchant may only record Orders if the corresponding Inventory has been previously shipped and received by AtlasSwift. Any Order recorded without available Inventory may be cancelled.

8.2 Receipt & discrepancies

Upon receipt in the warehouses, Inventory is counted and checked by AtlasSwift. Any discrepancy found (quantity, condition, non-compliance) is recorded in the Personal space. After a period of 7 business days without contestation by the Merchant, AtlasSwift’s count is deemed accepted.

8.3 Ownership & liability

Ownership of Inventory remains at all times with the Merchant. As of its confirmed receipt in AtlasSwift’s warehouses, Inventory is placed under AtlasSwift’s exclusive responsibility for its physical integrity. AtlasSwift ensures the safekeeping, security and material preservation of Inventory until its validated exit from the warehouse. Any loss or material damage attributable to AtlasSwift will be compensated, subject to the liability cap set out in Article 15. Conversely, any commercial depreciation (obsolescence, demand changes, price variations) remains solely borne by the Merchant. AtlasSwift’s responsibility ceases entirely once Inventory leaves its facilities.

8.4 Inactive inventory

Any Inventory with no movement (no Orders shipped) for more than 90 days will trigger a notification sent by AtlasSwift to the Merchant. If the Merchant does not provide written instructions within an additional 30 days, AtlasSwift may, at its sole discretion:

In all cases, all costs (transport, storage, destruction, formalities) are borne by the Merchant. AtlasSwift assumes no responsibility for any loss of commercial value of the Inventory concerned.

8.5 Lien/right of retention

In the event of proven unpaid amounts or outstanding sums, AtlasSwift reserves the right to retain all or part of the Merchant’s Inventory as security until full settlement of the amounts due. This right is without prejudice to any additional legal action.

8.6 Prohibited or non-compliant products

AtlasSwift reserves the right to refuse or remove any Inventory deemed dangerous, prohibited, counterfeit or non-compliant with local standards. Any return or destruction costs of such Products will be billed to the Merchant.

8.7 Packaging & logistics compliance

The Merchant guarantees packaging compliant with transport standards (shock protection, labelling, seals). Any damage resulting from inadequate packaging remains the Merchant’s responsibility. AtlasSwift may refuse poorly packaged Inventory.

8.8 Recalls, seizures & customs

In the event of regulatory recall, customs seizure or local prohibition affecting the Products, the Merchant bears all costs (returns, destruction, notifications, formalities). AtlasSwift acts on the Merchant’s instructions where permitted by law.

9) Returns & order disputes

Customer refusal: when a customer refuses a delivery or does not make payment, the Order is considered not delivered and is not invoiced. The return is recorded and tracked in the Execution log.
Returns: refused or returned Products are collected by AtlasSwift, inspected (condition, quantity, compliance) and reintegrated into Inventory where possible. Photos and inspection notes are made available in the Personal space.
Reshipment: any new delivery attempt of a returned Product is treated as a new Order and is invoiced according to the applicable schedule.
Proofs: supporting documents (photos, OTP codes, signatures or equivalents) are archived and accessible in the Merchant’s Personal space.
Disputes: any challenge must be notified by the Merchant within 7 business days following the availability of the proofs. After this period, execution is deemed validated and final.

10) Data & privacy

10.1 Data processed

AtlasSwift processes only the data necessary for the provision of the Services: Merchant data (identity, contact details, tax information, account data) and end customer data (order information, address, phone, delivery instructions, proof of payment and execution logs).

10.2 Security

AtlasSwift implements reasonable technical and organizational measures to protect data against loss, unauthorized access, alteration or disclosure. Encryption is applied in transit and at rest where relevant. The Merchant acknowledges that no system is risk-free and that AtlasSwift is subject to an obligation of means, not of result.

10.3 Retention & deletion

Data is retained for the period strictly necessary to provide the Services and to meet legal obligations (accounting, taxation, fraud prevention). Upon written request, certain data may be deleted or anonymized, subject to applicable legal retention periods.

10.4 Rights

In accordance with the GDPR and applicable local laws, the Merchant (or its customers, via the Merchant) has rights of access, rectification, deletion, objection and portability. Requests must be sent to: [email protected].

10.5 Confidentiality

Each party undertakes to protect the other’s confidential information and to use it only for the purpose of executing the contract. Not considered confidential: information already public, information lawfully obtained from a third party, or information required by law or a competent authority.

10.6 Sub-processors & transfers

AtlasSwift may use technical providers (hosting, payments, support) to perform the Services, ensuring they maintain an adequate level of data protection. Data transfers outside the EU/UK may occur, with appropriate safeguards.

10.7 GDPR roles & Data Processing Agreement

For end-customer data, the Merchant acts as the controller and AtlasSwift acts as the processor under the GDPR/UK GDPR. Detailed obligations (instructions, security, sub-processors, transfers, assistance, deletion) are set out in the Data Processing Agreement (DPA), which forms an integral part of these T&Cs.

10.8 Incident notification

AtlasSwift will notify the Merchant of any personal data breach affecting them within a reasonable timeframe and, where required by law, no later than 72 hours after becoming aware of it.

10.9 Retention periods

Execution logs and proofs: 24 months (unless a dispute is ongoing);
Invoicing & accounting: 6 years (UK statutory periods);
Merchant account data: during the contractual relationship + 12 months.

11) Intellectual property

AtlasSwift retains all intellectual property rights relating to the Platform, its source code, databases, interfaces, designs, trademarks, logos, content and any associated documentation. Nothing in these T&Cs shall be construed as a transfer of rights to the benefit of the Merchant.

The Merchant only benefits from a personal, non-exclusive, non-transferable, revocable license, strictly limited to operating its activities via the Platform and for the duration of the contract.

The Merchant is prohibited from any reproduction, modification, adaptation, reverse engineering or unauthorized exploitation of the Platform. Any violation may result in immediate account suspension and potential legal action.

The Merchant authorizes AtlasSwift to use its corporate name, trademarks and visuals: (i) exclusively for the performance of the Services, and (ii) with prior consent, for commercial references and marketing.

12) Availability, maintenance & support

AtlasSwift uses reasonable efforts to ensure high availability of the Platform. However, no absolute guarantee is given regarding uninterrupted or error-free access.

Scheduled maintenance windows may cause temporary Service interruptions; they are, where possible, communicated in advance. In case of technical or security emergency, AtlasSwift reserves the right to intervene immediately without notice.

Critical incidents (e.g., total unavailability preventing Order management) are handled as a priority. Support is provided via the Personal space and by email ([email protected]), according to the availability hours published on the site.

Best-effort commitment: AtlasSwift is not responsible for interruptions related to third-party networks (telecom, Internet, mobile money) or infrastructure outside its control.

For Merchants requiring reinforced availability and response-time guarantees, AtlasSwift offers optional premium SLA contracts. See Premium SLAs (quantified commitments, priority support, service credits).

13) Compliance & sanctions

The Merchant represents and warrants: (i) not to be subject to economic, trade or financial sanctions issued by the UN, the EU, the UK or any other competent authority, and (ii) to comply with all applicable laws, notably anti-corruption, anti-money-laundering, export control, consumer protection and intellectual property.

The Merchant undertakes not to use the Platform for unlawful, fraudulent, deceptive purposes, or in ways likely to harm AtlasSwift or end customers.

In the event of a proven breach of these obligations, AtlasSwift may, at its discretion, suspend or terminate the Merchant’s account, temporarily block ongoing payouts and report activities to the competent authorities.

14) Term, suspension & termination

14.1 Term

These T&Cs are concluded for an indefinite term from the time they are accepted by the Merchant. They remain applicable as long as the Merchant uses the Services or keeps Inventory in AtlasSwift warehouses.

14.2 Suspension

AtlasSwift may immediately suspend, without notice, all or part of the Services in the event of: (i) a suspected or proven material breach of the T&Cs, (ii) fraud, attempted fraud or reasonable suspicion, (iii) risks to security, operations or end customers, (iv) legal or regulatory non-compliance. Suspension may include temporarily freezing payouts pending clarification or remediation.

14.3 Termination

Either party may terminate the contract at any time, for convenience, with a 30-day written notice. AtlasSwift may proceed with immediate termination, without notice or compensation, in the event of a material breach by the Merchant not remedied within 7 days of notification, or in the event of fraud, violation of applicable laws or harm to AtlasSwift’s reputation.

14.4 Effects

Termination results in the immediate closure of access to the Platform, subject to finalization of ongoing operations. Payouts due to the Merchant are made after deduction of fees, set-offs or unpaid amounts. Return of Inventory will occur within a maximum of 3 business days after receipt of complete instructions from the Merchant and full settlement of balances. Failing this, AtlasSwift may retain, return or dispose of the Inventory in accordance with Article 8.

15) Liability & limitation

AtlasSwift acts exclusively as a technical and operational service provider. The Services are provided “as is”, without express or implied warranty of commercial performance, sales volume or economic outcome.

AtlasSwift shall not be liable for: (i) indirect damages such as loss of revenue, margin, data, opportunities or goodwill; (ii) delays, losses or non-performance due to causes beyond its reasonable control (force majeure, strikes, network outages, customs blocks, administrative decisions, etc.); (iii) consequences related to incorrect or incomplete information provided by the Merchant or its end customers; (iv) acts or omissions of its sub-contractors, provided these were selected with reasonable diligence.

AtlasSwift’s total aggregate liability, for any and all causes over a rolling twelve (12)-month period, is strictly limited to the higher of: (i) three (3) months of service fees actually paid by the Merchant, and (ii) three thousand euros (3,000 EUR).

By way of exception, the Merchant may subscribe, at its own cost and upon express request, to enhanced contractual coverage or additional insurance offered by AtlasSwift to increase this liability cap. Absent such option, the cap above applies in full.

16) Force majeure

Neither Party shall be liable for delay or failure to perform its contractual obligations when such delay or failure results from an event of force majeure, as defined by law and case-law.

Force majeure notably includes: natural disasters, fires, floods, pandemics, armed conflicts, terrorist acts, general strikes, massive power or communications outages, administrative or governmental decisions preventing normal contract performance.

The Party invoking force majeure must notify the other Party within five (5) business days of its occurrence, describing the event, its expected duration and the mitigation measures implemented. Affected obligations are suspended for the duration of the event, and each Party undertakes to resume performance as soon as reasonably possible.

If the situation continues beyond sixty (60) consecutive days, either Party may terminate the contract as of right by written notice, without any indemnity due to the other Party.

17) Assignment, entire agreement & severability

The Merchant may not assign, transfer or delegate any of the rights and obligations arising from these T&Cs without the prior written consent of AtlasSwift. Any transfer made without such consent shall be deemed null and void.

These T&Cs constitute the entire agreement between the Parties and supersede any prior agreement, negotiation or exchange, whether written or oral, relating to the same subject matter.

If any provision of the T&Cs is held invalid, illegal or unenforceable by a competent court, the remaining provisions shall remain in full force and effect. In such case, the Parties undertake to replace the invalid provision with a valid clause that is economically equivalent.

18) Changes to the T&Cs

AtlasSwift reserves the right to amend these T&Cs at any time. Any change will be notified to the Merchant by email or via a message displayed on the Platform, indicating the effective date.

The new T&Cs will take effect on the indicated date. Continued use of the Platform and Services after that date constitutes acceptance of the amended T&Cs.

Except where required by law or urgency, AtlasSwift applies a 15-day notice before the amended T&Cs take effect.

If the Merchant disagrees with a change, the Merchant may immediately terminate without cost the Contract before the effective date of the new T&Cs, by written notice to AtlasSwift. In such case, only operations already initiated remain due.

19) Governing law & dispute resolution

These T&Cs are governed by English law, recognized for its stability and predictable framework in international commercial matters.

In the event of a dispute, the Parties first agree to seek an amicable solution via mediation, administered by the ICC Mediation Center (International Chamber of Commerce).

Failing agreement, the dispute shall be settled by arbitration administered by the London Court of International Arbitration (LCIA), under its rules, and the proceedings may be conducted online unless otherwise agreed. Seat of arbitration: London (United Kingdom). Language of the proceedings: English. Each Party may apply to any competent court for interim measures or injunctions, notwithstanding this arbitration clause. The arbitral award shall be final and binding.

20) Contact

For any contractual questions or official notices: [email protected]
For day-to-day operations and support: [email protected]

These addresses are the only valid means of communication between the Merchant and AtlasSwift for the performance of these T&Cs.

21) Document precedence & language

In the event of inconsistency between several contractual documents, the order of priority is as follows: (i) Contract or Purchase Order signed between the Parties, (ii) Premium SLA (if any), (iii) Data Processing Agreement (DPA), (iv) these T&Cs, (v) the Privacy Policy.

The French version of the documents prevails in all circumstances. Any translations provided in other languages are for information purposes only.