E-Commerce Platform Agreement (Nigeria)

An E-Commerce Platform Agreement in Nigeria sets out the rights, duties and consideration binding the parties to it.

Nigeria's e-commerce sector has grown substantially, with platforms including Jumia Nigeria, Konga, Flutterwave Store, and sector-specific marketplaces generating significant transaction volumes. The Federal Competition and Consumer Protection Commission (FCCPC) issued the Limited Interim Regulatory/Registration Framework and Guidelines for Digital Lending Apps in 2022, and FCCPC enforcement actions against e-commerce platforms have underlined the importance of clear contractual frameworks between platforms and merchants.

The Nigeria Data Protection Act 2023 (NDPA), which replaced the Nigeria Data Protection Regulation (NDPR) 2019, imposes significant obligations on e-commerce operators who collect, process, and store personal data of Nigerian consumers and merchants. Under the NDPA, the National Information Technology Development Agency (NITDA) exercises oversight through the Nigeria Data Protection Commission (NDPC). E-commerce platforms that process personal data must register with the NDPC as Data Controllers of Major Importance (DCMI) if they process personal data of more than 5,000 data subjects.

Central Bank of Nigeria (CBN) regulations govern payment processing on Nigerian e-commerce platforms. Payment solutions must use CBN-licensed payment service providers — including Interswitch, Paystack, Flutterwave, and others licensed as Payment Solution Service Providers (PSSPs) under the CBN's Regulation for Bill Payments — and must comply with the CBN's Consumer Protection Regulatory Framework and applicable card scheme rules.

The Consumer Protection Council Act Cap. C25 LFN 2004 and FCCPA 2018 require that consumers receive accurate product information, have the right to return defective goods, and are protected from misleading advertising. The platform's agreement with merchants must require merchants to comply with these consumer protection requirements.

The legal framework governing the E-Commerce Platform Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a E-Commerce Platform Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.

A Nigeria E-Commerce Platform Agreement is needed whenever an online marketplace operator wishes to onboard merchants to sell through its platform, or whenever a merchant wishes to understand and formalise the terms on which it will list and sell products on a Nigerian e-commerce platform.

When a new Nigerian e-commerce platform launches and wishes to onboard sellers — whether for physical goods, digital products, or services — a platform agreement defines the terms of access, commission and fee structures, intellectual property licensing, data handling obligations under the Nigeria Data Protection Act 2023 (NDPA), and the procedure for resolving merchant and consumer disputes.

When a Nigerian manufacturer, brand owner, or retailer wishes to list its products on an established marketplace such as Jumia, Konga, or a sector-specific platform, reviewing and negotiating the platform's merchant agreement is essential to understand return policies, commission rates, payment timelines, and the allocation of liability for consumer complaints.

When an e-commerce platform operator faces regulatory scrutiny from the Federal Competition and Consumer Protection Commission (FCCPC) or receives consumer complaints, a well-documented platform agreement establishes that the platform is a marketplace intermediary rather than a direct seller — a distinction that affects the platform's liability for product quality, delivery, and after-sales service under the Consumer Protection Council Act.

When a platform operator integrates payment processing through CBN-licensed payment service providers, the platform agreement should specify the payment terms, settlement timelines (typically T+1 or T+2 in Nigeria), dispute resolution for chargebacks, and the merchant's obligations to comply with CBN Know Your Customer (KYC) requirements under the CBN's Anti-Money Laundering (AML) regulations.

Parties in Nigeria should prepare a E-Commerce Platform Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A complete Nigeria E-Commerce Platform Agreement should contain the following elements to be commercially effective and compliant with Nigerian law.

Parties and Platform Description: Full legal names and CAMA 2020 registration numbers of the platform operator and the merchant, together with a precise description of the platform (its URL, app name, and the categories of products or services the merchant is authorised to list).

Merchant Onboarding and KYC: The merchant's obligation to provide accurate business registration information (CAC RC number, TIN, BVN of directors), NAFDAC numbers for regulated products, and documentary evidence of compliance with applicable regulatory requirements. CBN AML regulations require e-commerce platforms that process payments to conduct KYC verification of merchants.

Listing Terms and Product Standards: The standards that merchant listings must meet — accurate descriptions, compliant labelling, current NAFDAC registration (for regulated products), SON NIS compliance (for standards-regulated products), and pricing transparency. The agreement must comply with the FCCPA 2018's consumer protection provisions.

Commissions and Fees: The platform's commission rate on each transaction (typically expressed as a percentage of the gross merchandise value), listing fees, subscription fees, promotional listing fees, and payment processing fees charged by CBN-licensed payment service providers.

Payment and Settlement: The timeline for remitting merchant proceeds after deducting commission (typically T+1, T+2, or weekly), the currency of settlement (NGN), the bank account details required for settlement, and the procedure for handling chargebacks, refunds, and disputed transactions.

Data Protection: The platform's and merchant's obligations under the Nigeria Data Protection Act 2023 (NDPA), including the lawful basis for processing personal data, data retention periods, the merchant's obligation not to misuse consumer data obtained through the platform, and the procedure for responding to consumer data access requests.

Intellectual Property: The merchant's grant to the platform of a licence to display product images, descriptions, and trademarks for listing purposes, and the platform's licence to the merchant to use the platform's brand in marketing.

Termination: Grounds for suspension or termination of merchant access (breach of listing policies, consumer complaints threshold, regulatory non-compliance, insolvency) and post-termination obligations including fulfilment of pending orders.

Dispute Resolution: The escalation process for merchant-consumer disputes, the platform's mediation role, and arbitration under the Arbitration and Conciliation Act Cap. A18 LFN 2004 for platform-merchant disputes.

Additional compliance elements for a E-Commerce Platform Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.