● Legal Document

ESCROW
AGREEMENT

Effective Date: 26 June 2026
Platform: EscrowPay
RC: 9473181

This Escrow Agreement governs each escrow transaction conducted through EscrowPay and sets out the terms upon which EscrowLink Technologies Limited receives, holds, and administers funds between users. It constitutes a legally binding tripartite arrangement between EscrowPay, the seller, and the buyer in respect of each transaction. By participating in any transaction through the Platform, each party agrees to be bound by these terms.

01

Definitions

Auto-Release

The automatic release of Escrowed Funds to the seller upon expiry of the applicable Confirmation Period without any action taken by the buyer.

Confirmation

The buyer's confirmation, through the Platform, that the item has been received in accordance with the agreed terms of the underlying transaction.

Confirmation Period

The period within which the buyer is required to confirm receipt, request an extension, or raise a Dispute, as specified in the Terms and/or on the Platform at the time of the transaction.

Dispute

A dispute raised by the buyer in accordance with the Terms and the procedures made available on the Platform.

Escrowed Funds

The full agreed transaction amount payable by the buyer, received by EscrowPay for the purpose of escrow. Escrowed Funds shall not be subject to any deduction on account of payment processing or currency conversion. Any payment processing fees shall be charged separately at the point of payment and shall not form part of the Escrowed Funds at any time.

02

Nature of Escrow

2.1 Escrow Arrangement

EscrowPay shall receive and hold the Escrowed Funds on trust on behalf of the Parties as a neutral stakeholder pending the occurrence of a valid release or refund event.

2.2 Characterisation of Escrowed Funds

Ownership of funds
The Escrowed Funds remain the property of the buyer until released to the seller. EscrowPay holds them on trust and shall not acquire any beneficial interest in such funds.

2.3 Limited Purpose

EscrowPay shall hold and administer the Escrowed Funds solely for the purpose of facilitating the transaction and shall deal with such funds strictly in accordance with this Agreement.

2.4 No Other Rights or Interests

EscrowPay shall have no rights, title, or interest in the Escrowed Funds and shall not use, apply, or otherwise deal with such funds for any purpose other than as expressly permitted under this Agreement.

03

Status of EscrowPay

3.1 Independent Stakeholder

EscrowPay acts as a neutral and independent escrow facilitator and shall not be deemed to be an agent, partner, joint venturer, or fiduciary of either Party, except to the limited extent necessary to receive, hold on trust, and transfer the Escrowed Funds.

3.2 No Participation in Underlying Transaction

EscrowPay is not a party to the underlying transaction between buyer and seller and shall have no responsibility or liability in respect of:

  • aThe performance or non-performance of either Party
  • bThe quality, condition, authenticity, or legality of any goods or services
  • cThe delivery, shipment, or receipt of any item

3.3 No Assumption of Obligations

EscrowPay expressly disclaims any obligations or liabilities of either Party under the underlying transaction and shall not be required to enforce or police any such transaction.

04

Funding of Escrow

4.1 Creation of Escrow

An escrow arrangement is created when the buyer pays the agreed transaction amount into the Platform pursuant to a payment request initiated by the seller.

4.2 Currency

All Escrowed Funds shall be denominated and held in Nigerian Naira (NGN), irrespective of the currency used by the buyer to effect payment.

4.3 Foreign Exchange

Where payment is made in a currency other than NGN, any required currency conversion shall be carried out by the buyer's financial institution. EscrowPay shall have no control over, and shall not be responsible for, any exchange rates applied or conversion fees charged.

4.4 Identity Verification

NIN verification required
Prior to participating in any transaction on the Platform, all users are required to complete NIN-based identity verification. EscrowPay reserves the right to decline or suspend any transaction involving an unverified user.
05

Release of Funds

5.1 Release Events

EscrowPay shall release the Escrowed Funds to the seller upon the occurrence of any of the following:

A
Buyer Confirmation

The buyer confirms receipt through the Platform.

B
Auto-Release

The Confirmation Period expires without the buyer having confirmed receipt, raised a Dispute, or requested an extension.

C
Dispute Determined in Seller's Favour

A Dispute is resolved in favour of the seller by the Dispute Agent.

5.2 Effect of Release — Fee Deduction

Platform fee deducted
1.75%

Deducted from Escrowed Funds at point of release. Retained by EscrowPay as consideration for Platform services.

Seller net payout
98.25%

Of the Escrowed Funds, after deduction of the 1.75% platform fee prior to settlement.

5.3 No Obligation to Verify Performance

EscrowPay shall be entitled to release Escrowed Funds in reliance on the occurrence of a Release Event and shall not be required to verify the performance of the underlying transaction.

06

Refund of Funds

6.1 Refund Events

EscrowPay shall refund the Escrowed Funds to the buyer upon the occurrence of either of the following:

  • aA Dispute is determined in favour of the buyer by the Dispute Agent
  • bThe transaction is cancelled before completion and any recoverable funds are returned through the applicable payment channel

6.2 Effect of Refund

Upon a Refund Event, EscrowPay is authorised to return the Escrowed Funds to the buyer without further reference to the seller. Such refund constitutes full and final discharge of EscrowPay's obligations in respect of those funds.

6.3 Refund Amount

Processing fee — non-refundable
Any refund is strictly limited to the Escrowed Funds received and held. The 2.3% payment processing fee charged to the buyer at checkout is strictly non-refundable in all circumstances — including successful or unsuccessful disputes, cancellations, reversals, or chargebacks.
07

Freezing of Funds

7.1 Right to Freeze

EscrowPay reserves the right, at any time and without prior notice, to freeze Escrowed Funds where it reasonably determines that:

  • aA Dispute has been initiated
  • bThere are reasonable grounds to suspect fraud, misconduct, or a breach of these terms or applicable law
  • cSuch action is required to comply with any applicable law, regulation, or regulatory direction

7.2 Effect of Freezing

Where Escrowed Funds are frozen, EscrowPay may delay or withhold any release or refund pending investigation or resolution. Funds shall remain frozen until EscrowPay determines, acting reasonably and in good faith, that the basis for the freeze has been resolved.

7.3 No Liability

EscrowPay shall not be liable for any loss arising from the freezing, suspension, or delay in release or refund of Escrowed Funds carried out in good faith.

08

Dispute Resolution

8.1 Appointment of Dispute Agent

Any Dispute shall be reviewed and determined by EscrowPay acting through an authorised representative (the "Dispute Agent"), who shall act in good faith and in accordance with the Terms.

8.2 Conduct of Dispute Process

The Dispute Agent may request information, documentation, or evidence from either Party. Each Party agrees to provide complete and accurate information. The Dispute Agent is entitled to make a determination based solely on the information available and is not obliged to conduct any independent investigation.

8.3 Determination

Following its review, the Dispute Agent may:

  • aRelease Escrowed Funds to the Seller (net of 1.75% platform fee) where the dispute is resolved in the Seller's favour
  • bRefund Escrowed Funds to the Buyer (excluding the non-refundable 2.3% processing fee) where the dispute is resolved in the Buyer's favour
  • cAllocate Escrowed Funds between the Parties in such proportions as the Dispute Agent considers appropriate
Split determination
Where funds are split, the 1.75% platform fee is deducted from the Seller's allocated portion only. The Buyer receives their full allocated share with no deduction. The platform fee is in all cases retained by EscrowPay.

8.4 Finality

Any determination made by the Dispute Agent is final and binding on the Parties and shall be implemented by EscrowPay without further reference to either Party.

8.5 Limitation of Responsibility

EscrowPay shall not be liable for any loss arising from any determination made by the Dispute Agent in good faith, including where based on false, misleading, or incomplete information.

09

Termination of Escrow

9.1 Termination Events

The escrow arrangement shall terminate automatically upon the earliest of:

  • aRelease of Escrowed Funds to the seller
  • bRefund of Escrowed Funds to the buyer
  • cCancellation of the transaction

9.2 Effect of Termination

Upon termination, EscrowPay shall have no further obligations in respect of the Escrowed Funds or the relevant transaction, and its role shall be fully discharged.

10

Liability of EscrowPay

10.1 Limited Role

EscrowPay's obligations are strictly limited to receiving, holding, administering, and releasing Escrowed Funds. No additional obligations shall be implied by law or otherwise.

10.2 Exclusion of Liability

To the fullest extent permitted by law, EscrowPay shall not be liable for any loss arising out of or in connection with:

  • aThe underlying transaction or relationship between the Parties
  • bAny act, omission, default, or misconduct of either Party
  • cAny delay, failure, or deficiency in delivery, performance, or quality of goods or services
  • dReliance on false, misleading, or incomplete information provided by either Party
  • eAny determination made by the Dispute Agent in good faith

10.3 Limitation of Liability

EscrowPay's total aggregate liability shall not exceed the amount of the Escrowed Funds held in respect of the relevant transaction at the time the claim arises.

10.4 Non-Excludable Liability

Nothing in this Agreement excludes liability for fraud, death, or personal injury caused by negligence, to the extent such exclusion is prohibited by applicable law.

11

Governing Law

This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

12

Variation

EscrowPay may amend, vary, or update this Agreement by publishing the revised version on the Platform.

In respect of any material amendment (including any amendment affecting fees, payment flows, escrow mechanics, dispute resolution procedures, release conditions, or user rights), EscrowPay shall provide Users with not less than seven (7) days' prior notice via the Platform, WhatsApp, or email before such amendment takes effect.

Non-material amendments may be published on the Platform with a revised effective date and shall take effect upon publication. Continued use constitutes acceptance.

13

Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed. The remaining provisions shall continue in full force and effect.

14

Entire Agreement

This Agreement constitutes the entire agreement between you and EscrowPay in relation to your use of the Platform and supersedes all prior agreements, understandings, or arrangements relating to the same subject matter.

15

Notices

Any notices or communications to users may be given via the Platform, WhatsApp, email, or such other means as EscrowPay may determine.

16

Contact Information

If you have any questions about this Agreement, please contact:

✉
Legal Enquiries
legal@escrowpay.app