Terms and Conditions

Effective Date: January 1, 2026 | Last Updated: January 7, 2026

1. Definitions and Interpretation

2. Acceptance and Modification of Terms

2.1 Agreement to Terms

By creating an account on our Platform, submitting a service request, uploading documents, making payments, or using any feature of our Services, you expressly agree to be bound by these Terms and Conditions, our Privacy Policy, Cookie Policy, and Refund Policy (collectively, the "Agreement"). If you do not agree to these terms, you must immediately cease using our Services.

2.2 Capacity to Contract

You represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts under Nigerian law
• If representing a company or legal entity, you have the authority to bind such entity to this Agreement
• All information provided to us is accurate, current, and complete
• You will comply with all applicable laws and regulations in your use of our Services

2.3 Modification of Terms

We reserve the right to modify, amend, or update these Terms at any time to reflect changes in our services, legal requirements, or business practices. Material changes will be communicated via:

• Email notification to your registered email address
• Prominent notice on the Platform homepage
• In-app notification upon next login

Changes will take effect 30 days after notification unless required by law to take immediate effect. Continued use of our Services after the effective date constitutes acceptance of the modified terms.

3. Service Descriptions

4. Client Obligations and Responsibilities

4.1 Accurate Information

Provide complete, accurate, and truthful information in all service requests, documentation, and communications. You acknowledge that providing false or misleading information may constitute customs fraud under Nigeria Customs Service Act, punishable by fines, penalties, seizure of goods, and criminal prosecution.

4.2 Documentation

Submit all required documents in a timely manner, including but not limited to:

• Original commercial invoices from suppliers
• Packing lists with detailed descriptions, HS codes, quantities, and values
• Bills of lading or airway bills
• Certificates of origin
• Product certifications (SONCAP, NAFDAC, SON, etc.)
• Import permits and licenses
• Form M (where applicable)
• Your identification documents and business registration

4.3 Prompt Payment

Pay all service fees, customs duties, taxes, levies, and other charges within the timeframes specified in service quotes and invoices. Late payments may incur interest charges and may result in suspension of services and release of cargo.

4.4 Compliance with Laws

Comply with all applicable laws including but not limited to:

• Nigeria Customs Service Act and Regulations
• Import and Export (Control) Act
• Standards Organisation of Nigeria Act
• NAFDAC Act
• Money Laundering (Prevention and Prohibition) Act
• Foreign Exchange regulations
• Intellectual property laws (Copyright Act, Trademarks Act, Patents and Designs Act)
• Environmental regulations

4.5 Prohibited Activities

You must not:

• Import or export prohibited goods listed on Nigeria Customs prohibition schedules
• Under-declare values, misclassify goods, or engage in duty evasion schemes
• Import counterfeit, pirated, or trademark-infringing goods
• Use our services for money laundering, terrorist financing, or other illicit purposes
• Provide false end-user certificates or divert goods to sanctioned countries/entities
• Violate export controls or international sanctions
• Import goods without required permits, licenses, or certifications

5. Fees and Payment Terms

5.1 Service Fees

All service fees are provided in transparent, itemized quotes denominated in Nigerian Naira (₦). Quotes are valid for 7 days unless otherwise specified. Fees include:

• Customs clearance fees: Professional brokerage services, typically 0.5-2% of cargo value or flat rate based on complexity
• Documentation fees: Processing permits, certificates, and regulatory documentation
• Logistics fees: Freight charges, handling, warehousing, inland transportation
• Financing charges: Interest and fees for trade financing (disclosed as APR)
• Escrow fees: Trust account management (typically 1-2% of transaction value)

5.2 Government Fees and Duties

In addition to our service fees, you are responsible for all government charges including:

• Import duties (as per Nigeria Customs Tariff)
• Value Added Tax (VAT) - currently 7.5%
• ETLS Levy (Economic Community of West African States Trade Liberalization Scheme) - 0.5%
• CISS Levy (Comprehensive Import Supervision Scheme) - where applicable
• Excise duties on specified goods (alcohol, tobacco, etc.)
• Port charges and terminal handling charges (THC)
• Regulatory agency fees (SON, NAFDAC, NEPC, etc.)
• Demurrage and storage charges (for delayed cargo clearance)

These fees are pass-through charges; we do not mark up government fees. We pay these on your behalf and you reimburse us.

5.3 Payment Methods

We accept payments via:

• Bank transfer to our designated Nigerian bank accounts
• Debit/credit cards (Visa, Mastercard, Verve) via PCI-DSS compliant processors
• Wallet funding (prepaid balance on your account)
• Wire transfer for international payments
• Approved trade financing (for qualified clients)

5.4 Payment Terms

• Deposit: A 50% deposit may be required before commencement of clearance services
• Final Payment: Balance payment due before cargo release or as specified in financing agreement
• Late Payment: Payments not received within agreed timeframe incur late fees of 1.5% per month or maximum permitted by law
• Currency: All prices quoted in Naira unless otherwise stated; foreign currency payments converted at prevailing exchange rates

5.5 Price Adjustments

Prices may be adjusted if:

• Actual cargo volume, weight, or value differs significantly from declared
• Additional documentation or permits required beyond original scope
• Nigeria Customs Service revises duty rates or valuation
• Significant exchange rate fluctuations occur (>5% variance)
• Force majeure events impact costs

We will notify you of any price adjustments before proceeding.

6. Liability and Indemnification

6.1 Limitation of Liability

6.2 Specific Exclusions

We are not liable for:

• Customs Actions: Seizure, confiscation, or detention of goods by Nigeria Customs Service or other government agencies due to prohibited items, incorrect documentation, or regulatory violations
• Duty Adjustments: Post-clearance audits, valuation disputes, or reclassification by NCS resulting in additional duties or penalties
• Delays: Cargo delays due to port congestion, customs backlog, documentation issues, carrier delays, natural disasters, pandemics, strikes, or other force majeure events
• Cargo Damage: Physical loss or damage to goods during transportation or storage (covered by cargo insurance if procured)
• Supplier Issues: Product quality defects, supplier fraud, non-delivery, or contractual disputes with your international suppliers
• Third-Party Services: Acts or omissions of freight forwarders, shipping lines, trucking companies, warehouse operators, inspection companies, or other subcontractors
• Regulatory Changes: Changes in import/export regulations, duty rates, prohibited items lists, or licensing requirements
• Market Fluctuations: Currency exchange rate changes, commodity price volatility, or economic conditions affecting trade

6.3 Client Indemnification

You agree to indemnify, defend, and hold harmless Utopie Pay Concierge, its affiliates, directors, officers, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to:

• Your violation of these Terms and Conditions
• Your violation of any applicable laws, regulations, or third-party rights
• Inaccurate or misleading information provided by you
• Importation of prohibited, counterfeit, or infringing goods
• Customs fraud, duty evasion, or smuggling activities
• Your failure to obtain required permits, licenses, or certifications
• Disputes with your suppliers, customers, or other third parties
• Intellectual property infringement claims related to your goods

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, functionality, software, designs, graphics, logos, trademarks, service marks, and other intellectual property available on our Platform are owned by or licensed to Utopie Pay Concierge and are protected by Nigerian and international copyright, trademark, patent, and other intellectual property laws.

You may not copy, reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any content or software without our express written permission.

7.2 Trademarks

"Utopie Pay," "Utopie Pay Concierge," our logo, and related marks are registered or common law trademarks of Utopie Technologies Inc. Use of these marks without authorization is prohibited and may constitute trademark infringement.

7.3 User Content

By uploading documents, submitting information, or providing content to our Platform, you grant us a non-exclusive, worldwide, royalty-free license to use, store, display, and transmit such content solely for the purpose of providing Services to you and complying with legal obligations.

8. Dispute Resolution and Governing Law

8.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

8.2 Jurisdiction

Subject to the arbitration clause below, the courts of Lagos State, Nigeria shall have exclusive jurisdiction over any disputes arising from these Terms or our Services.

8.3 Arbitration Agreement

For disputes involving amounts less than ₦5,000,000 (Five Million Naira), you agree that disputes shall be resolved through binding arbitration administered by the Lagos Court of Arbitration (LCA) or the Arbitration and Mediation Centre (AMC) in accordance with the Arbitration and Conciliation Act (Cap A18, LFN 2004).

Arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or failing agreement, appointed by the arbitration centre. The seat of arbitration shall be Lagos, Nigeria, and proceedings shall be conducted in English.

8.4 Class Action Waiver

You agree that any dispute resolution proceedings shall be conducted only on an individual basis and not in a class, consolidated, or representative action.

9. Force Majeure

We shall not be liable for any failure or delay in performance of our obligations due to events beyond our reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, hurricanes, pandemics)
• War, terrorism, civil unrest, insurrection
• Government actions, embargoes, sanctions
• Strikes, labor disputes, port closures
• Power outages, internet disruptions, cyber attacks
• Supplier or carrier default
• Changes in laws or regulations

During force majeure events, our obligations are suspended for the duration of the event, and we will make reasonable efforts to resume services as soon as practicable.

10. Termination

10.1 Termination by Client

You may terminate your account at any time by providing written notice. Termination does not relieve you of obligations to pay outstanding fees or repay financing.

10.2 Termination by Utopie Pay Concierge

We may suspend or terminate your account immediately without notice if:

• You violate these Terms and Conditions
• You provide false or fraudulent information
• You fail to pay fees when due
• You engage in prohibited activities or illegal conduct
• Required by law or government directive
• Your account poses security or compliance risks

10.3 Effect of Termination

Upon termination:

• Your right to use our Platform immediately ceases
• All outstanding fees become immediately due and payable
• We may retain your data as required by law (see Privacy Policy)
• Provisions relating to liability, indemnification, and dispute resolution survive termination

11. Miscellaneous Provisions

11.1 Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and Refund Policy, constitute the entire agreement between you and Utopie Pay Concierge regarding the use of our Services, superseding any prior agreements or understandings.

11.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

11.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity.

11.5 Notices

All legal notices shall be sent to:

12. Contact Information