Terms of Service — EscrowPay

Introduction

These Terms of Service (the "Terms") govern access to and use of EscrowPay (the "Platform"), a digital escrow facilitation service operated by EscrowLink Technologies Limited ("EscrowPay", "we", "us" or "our").

By accessing, using, or participating in any transaction through the Platform, you agree to be legally bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

EscrowPay provides a limited, technology-enabled escrow facilitation service designed to enable the holding and conditional release of funds between transacting users. EscrowPay is not a party to, and does not assume any responsibility for, the underlying contract between any buyer and seller.

These Terms shall be read together with the Escrow Agreement, Privacy Policy, Cookie Policy, and Acceptable Use Policy (together, the "Platform Policies"). In the event of any inconsistency:

athe Escrow Agreement shall prevail in respect of the holding, administration, release, and refund of Escrowed Funds
bthe Privacy Policy shall prevail in respect of personal data processing
cthe Cookie Policy shall prevail in respect of cookies and related technologies
dthe Acceptable Use Policy shall prevail in respect of prohibited activities, platform conduct, and enforcement action

How EscrowPay Works

An escrow transaction is initiated by the seller through the Platform by creating a transaction and issuing a Payment Link to the buyer.

The transaction is created when the buyer pays the agreed transaction amount together with any applicable fees (the "Escrowed Funds") into the EscrowPay system.

Upon receipt of the Escrowed Funds, EscrowPay holds such funds as a neutral stakeholder strictly for the purpose of completing the transaction.

The Escrowed Funds shall be held pending the occurrence of a valid release or refund event — including buyer confirmation, automatic release, or resolution of a dispute.

Fees & Limits

Fee / Limit	Amount	Notes
Escrow Fee	1.75%	Deducted from seller payout. Non-refundable except in cases of seller fraud.
Payment Processing Fee	2.3%	Charged to buyer at checkout. Non-refundable in all circumstances including disputes and cancellations.
Minimum transaction	₦20,000	Per transaction
Maximum transaction	₦3,000,000	Per transaction. Limits may be updated from time to time.
Transfer & payout charges	EscrowPay	All processor and payout fees are borne by EscrowPay and not deducted from the seller's payout.

All fees are stated exclusive of any applicable taxes, duties, or levies, which shall be borne by the relevant user where applicable.

Delivery & Risk Allocation

4.1 Seller Responsibility

The seller shall be solely responsible for the dispatch, shipment, and delivery of the relevant item. EscrowPay shall have no responsibility for delivery logistics.

4.2 Outbound Delivery Costs

All outbound delivery costs shall be borne exclusively by the seller. EscrowPay shall not reimburse or be liable for any delivery costs.

4.3 Return Delivery Costs

Seller bears return costs where the item is materially not as described, defective, or improperly delivered
Buyer bears return costs where the item conforms to its description and the buyer elects not to proceed

4.4 No Direct Reimbursement

EscrowPay shall not directly reimburse any delivery or return shipping costs. Any allocation shall be effected as part of a dispute determination.

4.5 Collection by Buyer's Representative

Buyer's Rider Policy

Where the buyer arranges for a representative, rider, or agent to collect the item directly from the seller, the seller's delivery obligations are deemed fulfilled upon handover. Responsibility for the item transfers to the buyer at the point of handover. The seller should photograph the item at handover as evidence. The buyer may not raise a dispute for non-delivery or damage occurring after handover.

Confirmation & Auto-Release

5.1 Confirmation Periods

Following seller dispatch notification, the buyer must confirm receipt within the applicable Confirmation Period:

4HRS

Same city

72HRS

Interstate

120HRS

Long distance

5.2 Buyer Options During Confirmation Period

Confirm receipt of the item
Raise a dispute in accordance with these Terms
Request a one-time extension of up to 48 hours (at EscrowPay's discretion)

5.3 Auto-Release

If the buyer fails to confirm receipt, raise a dispute, or request an extension within the Confirmation Period, the Escrowed Funds shall be automatically released to the seller without further reference to the buyer.

5.4 Pre-Release Notification

EscrowPay shall use reasonable efforts to notify the buyer at least 12 hours before Auto-Release. Failure to receive or act on such notice does not prevent or invalidate the Auto-Release.

5.5 Finality of Transaction

Important

Once the buyer confirms receipt or Auto-Release occurs, the transaction is final and irrevocable. No dispute, claim, or reversal may be initiated through the Platform thereafter.

5.6 Limited Exception

EscrowPay reserves the right, in exceptional circumstances, to review a completed transaction where there is credible evidence of fraud. Such review does not obligate EscrowPay to reverse the transaction.

Disputes

6.1 When a Dispute May Be Raised

A buyer may raise a dispute after the seller has notified the Platform of dispatch and before Auto-Release occurs. No dispute may be initiated after confirmation or Auto-Release.

6.2 Permitted Grounds

Non-delivery within the agreed timeframe
Material deviation from agreed description — including counterfeit, incorrect, or substantially different items
Damage occurring prior to or during delivery
Incomplete delivery where part of the order is missing
Item non-functional upon delivery

Disputes shall not be accepted on the basis of:

Change of mind
Dissatisfaction where the item conforms to its description
Price or valuation disagreements
Disputes initiated after confirmation or Auto-Release

6.3 Effect of Dispute

Upon valid initiation of a dispute, Escrowed Funds are immediately suspended. EscrowPay may request information, documentation, or evidence from either party. Each party agrees to cooperate in good faith.

6.4 Dispute Determination

The Dispute Agent may:

aRelease Escrowed Funds to the seller (net of 1.75% fee) where dispute is resolved in the seller's favour
bRefund Escrowed Funds to the buyer (excluding the non-refundable 2.3% processing fee) where dispute is resolved in the buyer's favour
cAllocate Escrowed Funds between the parties in proportions the Dispute Agent considers appropriate

Split determination

Where funds are split, the 1.75% platform fee is deducted from the seller's allocated portion. The buyer receives their full allocated share with no deduction.

6.5 Finality

Any determination by the Dispute Agent is final and binding on the parties for the purposes of the Platform. The parties agree to accept the determination without further recourse against EscrowPay.

User Obligations & KYC

7.1 General Obligations

Provide accurate, complete, and up-to-date information
Comply with all applicable laws and regulations
Refrain from engaging in fraudulent, misleading, or unlawful conduct

7.2 Seller Verification

NIN Required — Sellers

As a condition precedent to receiving any payout, each seller must complete NIN authentication plus date of birth confirmation before initiating any transaction. Providing a false or unverifiable NIN constitutes a material breach and may result in account suspension and withholding of funds.

7.3 Consequences of Breach

Provision of false or misleading identity information is a material breach and may result in: suspension or termination of access; withholding or freezing of funds; and reporting to regulatory or law enforcement authorities.

7.4 Buyer Verification

NIN Required — Buyers

As a condition precedent to participating in any transaction, each buyer must complete NIN authentication plus date of birth confirmation before making any payment. A valid phone number verified by OTP is also required.

Account Security

Each user's WhatsApp phone number (the "Registered Number") is the primary account identifier used for access, authentication, and communication.

Users are solely responsible for maintaining the security and control of their Registered Number. Users must promptly notify EscrowPay of any loss, compromise, or unauthorised use.

EscrowPay is entitled to rely on communications from a user's Registered Number as validly authorised until notice of compromise is received.

Liability limitation

EscrowPay shall not be liable for any loss arising from a user's failure to maintain security of their Registered Number or failure to promptly notify EscrowPay of any compromise.

Prohibited Use

The Platform may not be used in connection with:

The sale, purchase, or facilitation of any goods or services that are illegal under applicable law
Fraud, misrepresentation, or deceptive practices
Money laundering, terrorist financing, or any other financial crime
Any activity that would cause EscrowPay to breach any applicable law or regulation

EscrowPay may monitor transactions at any time. Where prohibited activity is suspected, EscrowPay may suspend or cancel transactions, freeze funds, restrict or terminate access, and report conduct to relevant authorities.

Liability

The Platform is provided on an "as is" and "as available" basis. EscrowPay makes no representations or warranties of any kind in relation to the Platform or any transaction.

10.3 Exclusion of Losses

To the fullest extent permitted by law, EscrowPay shall not be liable for any:

Indirect, incidental, special, or consequential loss or damage
Loss of profit, revenue, business, or anticipated savings
Loss of goodwill or reputation
Loss arising from third-party acts or omissions

10.4 Limitation of Liability

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

10.5 Non-Excludable Liability

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

Indemnity

You agree to indemnify and hold harmless EscrowPay and its affiliates, directors, officers, employees, and agents from and against any claims, losses, liabilities, and expenses arising out of or in connection with:

aYour access to or use of the Platform
bYour breach of these Terms
cAny transaction or dealing between you and another user
dAny violation of applicable law or regulation by you
eAny false, inaccurate, or misleading information or material provided by you

Your indemnity obligations survive the termination or suspension of your use of the Platform.

Suspension & Termination

EscrowPay may suspend, restrict, or terminate your access at any time and without prior notice where it reasonably determines that you have breached these Terms, engaged in fraud or misconduct, or where continued access poses a risk to EscrowPay or other users.

Upon termination, your right to use the Platform ceases immediately. EscrowPay may retain information required to comply with applicable law.

Governing Law & Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria.

13.2 Good Faith Resolution

The parties shall use reasonable efforts to resolve disputes through good faith negotiations before commencing formal proceedings.

13.3 Arbitration

Important — scope of arbitration

Arbitration applies exclusively to disputes about the interpretation, validity, or enforcement of these Terms. Individual transaction disputes are resolved exclusively through the Platform's internal dispute resolution mechanism (Clause 6). A party dissatisfied with a Dispute Agent determination has no right to refer that determination to arbitration.

Arbitration shall be: (a) seated in Lagos, Nigeria; (b) conducted in English; (c) administered under the Arbitration and Mediation Act 2023; and (d) conducted by a single arbitrator. The arbitrator's decision is final and binding.

13.5 Interim Relief

Nothing in this Clause prevents EscrowPay from seeking interim or injunctive relief from any court of competent jurisdiction.

International Users

EscrowPay is operated from Nigeria. All transactions are governed by Nigerian law regardless of the user's location. All transactions are denominated and processed in Nigerian Naira (NGN).

International users acknowledge that payments made using foreign-issued cards or accounts may be subject to currency conversion. EscrowPay has no control over exchange rates or conversion fees. In the event of a refund, users receive the NGN amount originally paid into escrow — EscrowPay is not liable for currency fluctuation differences.

International users — confirmation periods

All deliveries are to Nigerian addresses. The Confirmation Period and Auto-Release mechanism apply in full regardless of the user's physical location. International users are solely responsible for monitoring transactions and acting within the applicable Confirmation Period.

General

15.2 Variation

Where any amendment is material, EscrowPay shall provide not less than seven (7) days' prior notice via the Platform, WhatsApp, or email. Non-material amendments may be published on the Platform and take effect upon publication. Continued use constitutes acceptance.

15.3 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or severed. Remaining provisions continue in full force.

15.4 Waiver

No failure or delay by EscrowPay in exercising any right shall operate as a waiver of that right.

15.5 Assignment

EscrowPay may assign its rights and obligations without restriction. You may not assign your rights without EscrowPay's prior written consent.

15.6 Third Party Rights

A person who is not a party to these Terms shall have no right to enforce any provision.

15.7 Notices

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

Contact Information

If you have any questions about these Terms of Service, please contact:

✉

Legal Enquiries

legal@escrowpay.app