1. Introduction and Acceptance

Welcome to Eazy Express (“Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Eazy Express governing your access to and use of our website, mobile applications, WhatsApp integration, APIs, and all related services (collectively, the “Platform”).

Eazy Express is Nigeria's intelligent commerce infrastructure platform, built to transform how buyers, vendors, logistics providers, and payment systems connect and transact. Through advanced artificial intelligence and multi-channel accessibility, we enable seamless, trustworthy, and efficient trade across Nigeria and beyond.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines, policies, or rules posted on the Platform. If you do not agree to these Terms, you must not access or use the Platform.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after any modification constitutes acceptance of the revised Terms.

2. Definitions

In these Terms, the following definitions apply:

• “Customer” means any individual or entity that uses the Platform to browse, search for, or purchase products and services.
• “Vendor” means any individual or business entity that lists, sells, or offers products or services through the Platform.
• “Rider” or “Logistics Partner” means any individual or entity providing delivery and logistics services through the Platform.
• “Account” means the registered account created by a User to access the Platform's features and services.
• “Escrow” means the secure payment holding mechanism operated by or on behalf of Eazy Express to protect transactions between Customers and Vendors.
• “AI Agent” means Eazy Express's artificial intelligence systems, including agentic AI, used for procurement coordination, vendor matching, logistics optimization, and customer service.
• “Content” means all text, images, data, product listings, reviews, communications, and other materials submitted, posted, or transmitted through the Platform.
• “Transaction” means any purchase, sale, delivery, or payment activity conducted through the Platform.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use the Platform, you must be at least eighteen (18) years of age and capable of forming legally binding contracts under Nigerian law. If you are using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms. Users under eighteen (18) may only access the Platform under the direct supervision of a parent or legal guardian using the parent's or guardian's account.

3.2 Account Creation and Security

You agree to provide accurate, current, and complete information during the registration process and to keep your Account information updated at all times. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must notify us immediately of any unauthorized use of your Account or any other breach of security. Eazy Express will not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Know Your Customer (KYC) Verification

Vendors and Logistics Partners may be required to complete identity verification, business registration validation, and other KYC procedures as a condition of using certain Platform features. This may include providing government-issued identification, business registration documents, tax identification numbers, and bank account information. We reserve the right to suspend or terminate Accounts that fail to complete required verification within the specified timeframe or that provide false or misleading information.

4. Platform Services

4.1 Nature of Services

Eazy Express provides a technology-enabled commerce infrastructure platform that connects Customers, Vendors, and Logistics Partners. We facilitate transactions but do not directly sell products, provide delivery services, or act as a party to any transaction between Users except as expressly stated herein. Eazy Express acts as an intermediary and marketplace operator, providing the technology infrastructure, AI-powered coordination, payment processing, and escrow services that enable commerce.

4.2 AI-Powered Features

The Platform uses artificial intelligence, including agentic AI systems, to provide intelligent procurement recommendations, automated vendor matching and selection, logistics route optimization and rider assignment, fraud detection and risk assessment, dynamic pricing recommendations, and automated customer service. You acknowledge that AI-driven features are tools to enhance commerce efficiency and that results may vary. AI recommendations do not constitute professional advice, and you should exercise your own judgment when making decisions based on AI-generated suggestions.

4.3 Multi-Channel Access

The Platform is accessible through our website, mobile applications (iOS and Android), WhatsApp integration, and APIs. Features and availability may vary across channels. Your use of the Platform through any channel is subject to these Terms and any channel-specific terms or policies that may apply, including WhatsApp's Terms of Service and Meta's policies when interacting through WhatsApp.

5. Customer Obligations

As a Customer, you agree to:

• Provide accurate delivery addresses and contact information for all orders.
• Be available to receive deliveries at the specified address and within the estimated delivery window.
• Inspect products upon delivery and report any damage, defects, or discrepancies within twenty-four (24) hours of receipt.
• Use the Platform's dispute resolution mechanisms for any issues with orders rather than initiating chargebacks or reversals through external payment channels without first engaging our process.
• Not abuse the return, refund, or dispute processes, including making fraudulent claims.
• Comply with all applicable laws relating to the purchase and receipt of goods and services.

Customers acknowledge that product images and descriptions are provided by Vendors and may not be exact representations of the actual products. While Eazy Express takes reasonable steps to ensure listing accuracy, we do not guarantee that product descriptions, pricing, or availability information is error-free.

6. Vendor Obligations

As a Vendor, you agree to:

• Provide accurate, complete, and non-misleading product listings, including descriptions, images, pricing, and availability information.
• Ensure all products listed comply with Nigerian laws and regulations, including consumer protection requirements, product safety standards, and import/export regulations.
• Fulfill orders promptly and within the timeframes specified on the Platform.
• Maintain adequate inventory to support listed products and update listings promptly when products become unavailable.
• Respond to customer inquiries and complaints in a timely and professional manner.
• Not sell counterfeit, stolen, prohibited, or illegal goods through the Platform.
• Comply with all applicable tax obligations, including obtaining necessary registrations and remitting applicable taxes.
• Maintain all required business licences, permits, and registrations.

6.1 Vendor Agreement

Vendors may be subject to additional terms set out in the Eazy Express Vendor Agreement, which supplements these Terms. In the event of any conflict between these Terms and the Vendor Agreement, the Vendor Agreement shall prevail with respect to vendor-specific matters. By listing products on the Platform, Vendors grant Eazy Express a non-exclusive, worldwide, royalty-free licence to display, promote, and distribute product listings and associated content across all Platform channels.

7. Logistics Partner and Rider Obligations

As a Logistics Partner or Rider, you agree to:

• Complete deliveries in a timely and professional manner, handling all packages with due care.
• Maintain all required licences, permits, insurance, and vehicle registrations as required by Nigerian law.
• Enable real-time GPS tracking during active deliveries to facilitate delivery coordination and customer visibility.
• Follow all traffic laws and safety regulations during deliveries.
• Not tamper with, open, consume, or misappropriate any delivery items.
• Maintain the confidentiality of customer information, including delivery addresses and contact details.
• Respond to delivery-related inquiries and issues promptly and professionally.

Logistics Partners acknowledge that they operate as independent contractors and not as employees, agents, or representatives of Eazy Express. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency relationship between Eazy Express and any Logistics Partner.

8. Payments, Escrow, and Fees

8.1 Payment Processing

All payments on the Platform are processed through our authorized payment partners. By making a purchase, you authorize Eazy Express and our payment processors to charge your selected payment method for the total order amount, including product price, delivery fees, applicable taxes, and any service charges. We support multiple payment methods, which may include bank transfers, card payments, mobile money, and other methods as may be made available from time to time.

8.2 Escrow Protection

To protect both Customers and Vendors, payments for transactions are held in escrow until the Customer confirms satisfactory receipt of the order or the applicable confirmation period expires. Funds are released to the Vendor upon successful order confirmation. In the event of a dispute, escrowed funds will be held until the dispute is resolved in accordance with our Dispute Resolution procedures. Eazy Express reserves the right to release or refund escrowed funds based on the outcome of the dispute resolution process.

8.3 Platform Fees and Commissions

Eazy Express charges service fees, commissions, and transaction fees as outlined in our fee schedule, which is available on the Platform and may be updated from time to time. Fee changes will be communicated to affected Users at least fourteen (14) days before they take effect. Vendors and Logistics Partners authorize Eazy Express to deduct applicable fees and commissions from their settlement amounts before disbursement.

8.4 Refunds and Cancellations

Refund eligibility depends on the nature of the product or service, the reason for the refund request, and the stage of order fulfillment at the time of the request. Refund requests must be submitted through the Platform's designated channels. Approved refunds will be processed to the original payment method within seven (7) to fourteen (14) business days. Eazy Express reserves the right to deny refund requests that do not meet applicable refund criteria or that we reasonably believe are fraudulent or abusive.

8.5 Vendor Settlements

Vendor settlement payments are processed on a regular schedule as specified in the Vendor Agreement, subject to satisfactory order completion, expiry of any applicable dispute or return periods, completion of required KYC verification, and deduction of applicable platform fees and commissions. Eazy Express reserves the right to withhold or delay settlements where there are pending disputes, suspected fraud, or outstanding compliance issues.

9. Intellectual Property

9.1 Eazy Express IP

The Platform, including all software, algorithms, AI models, user interfaces, designs, text, graphics, logos, trademarks, service marks, and other content owned by or licenced to Eazy Express (collectively, “Eazy Express IP”), is protected by Nigerian and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose in accordance with these Terms. You may not copy, modify, distribute, sell, lease, reverse-engineer, decompile, or create derivative works of any Eazy Express IP without our prior written consent.

9.2 User Content

You retain ownership of Content you submit to the Platform, including product listings, reviews, images, and communications. By submitting Content, you grant Eazy Express a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, reproduce, modify, adapt, publish, and distribute such Content in connection with operating and promoting the Platform. You represent and warrant that you have all necessary rights to submit Content and that your Content does not infringe the intellectual property rights of any third party.

9.3 Infringement Claims

If you believe that your intellectual property rights have been infringed by Content on the Platform, please contact us at legal@eazyexpress.ng with a detailed description of the alleged infringement, proof of your ownership or authorization, and identification of the infringing Content. We will investigate and take appropriate action in accordance with applicable law, which may include removing infringing Content and suspending or terminating the Account of repeat infringers.

10. Prohibited Conduct

You agree not to:

• Use the Platform for any illegal, fraudulent, or unauthorized purpose.
• Violate any applicable local, state, national, or international law or regulation.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Submit false, misleading, or deceptive information, including fraudulent product listings, fake reviews, or manipulated pricing.
• Interfere with or disrupt the Platform's infrastructure, security, or other Users' experience.
• Attempt to gain unauthorized access to any part of the Platform, other Users' Accounts, or our systems.
• Use automated bots, scrapers, crawlers, or similar tools to access or extract data from the Platform without our prior written consent.
• Circumvent, disable, or interfere with security features of the Platform, including escrow protections.
• Engage in price manipulation, shill bidding, or any other form of market manipulation.
• Harass, threaten, or abuse other Users, Eazy Express staff, or Logistics Partners.
• List or sell products that are prohibited under Nigerian law, including but not limited to controlled substances, firearms, counterfeit goods, stolen property, and hazardous materials.
• Use the Platform to launder money or finance terrorism or any other criminal activity.
• Attempt to conduct transactions outside the Platform to avoid fees, escrow protections, or Platform safeguards.

11. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Eazy Express does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not guarantee the accuracy, reliability, completeness, or timeliness of any information, product listings, or other Content available through the Platform.

Eazy Express does not endorse, warrant, or assume responsibility for any product or service advertised or offered by Vendors through the Platform. We are not a party to the transaction between Customers and Vendors except as the facilitating intermediary providing escrow and coordination services.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EAZY EXPRESS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

IN NO EVENT SHALL EAZY EXPRESS'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO EAZY EXPRESS IN SERVICE FEES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY THOUSAND NAIRA (₦50,000).

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be lawfully excluded or limited under Nigerian law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Eazy Express, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the Platform, your violation of these Terms, your violation of any third party's rights including intellectual property rights, any Content you submit to the Platform, any Transaction you enter into through the Platform, or any negligent or wrongful act or omission by you. This indemnification obligation shall survive termination of these Terms and your Account.

14. Dispute Resolution

14.1 Transaction Disputes

Disputes between Customers and Vendors regarding transactions, product quality, delivery, or refunds should be submitted through the Platform's dispute resolution mechanism. Eazy Express will review the dispute, consider evidence from both parties, and make a determination within fourteen (14) business days. Our determination regarding the release or refund of escrowed funds shall be final and binding on both parties, subject to applicable law.

14.2 Platform Disputes

Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the relationship between you and Eazy Express shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit the dispute to mediation under the rules of the Lagos Court of Arbitration or another agreed-upon Nigerian mediation body.

14.3 Arbitration

If the dispute remains unresolved after mediation, either party may submit the dispute to binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The arbitration shall be conducted in Lagos, Nigeria, in English, by a single arbitrator mutually agreed upon by both parties or appointed in accordance with the applicable rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator orders otherwise.

15. Termination and Suspension

15.1 Termination by You

You may terminate your Account at any time by contacting our support team or using the Account deactivation feature in your settings. Termination does not release you from any obligations incurred prior to termination, including outstanding payments, pending orders, or unresolved disputes. Any escrowed funds will be handled in accordance with our escrow and refund policies.

15.2 Termination or Suspension by Eazy Express

We reserve the right to suspend or terminate your Account, restrict your access to the Platform, or take other appropriate action, with or without notice, if we reasonably believe that you have violated these Terms, engaged in fraudulent or illegal activity, posed a risk to other Users or the Platform, failed to complete required KYC verification, repeatedly received poor ratings or complaints, or for any other reason at our sole discretion.

15.3 Effect of Termination

Upon termination, your right to access and use the Platform immediately ceases. Any provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to intellectual property provisions, limitation of liability, indemnification, dispute resolution, and governing law. We may retain your data as required by law and in accordance with our Privacy Policy and data retention practices.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Any legal proceedings arising out of or relating to these Terms or the Platform that are not subject to arbitration shall be brought exclusively in the courts of Lagos State, Nigeria, and you hereby consent to the personal jurisdiction of such courts.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Consumer Protection

Eazy Express is committed to complying with the Federal Competition and Consumer Protection Act 2018 and other applicable consumer protection laws in Nigeria. Customers have the right to receive products that match their descriptions and are of satisfactory quality, to receive clear and accurate pricing before completing a purchase, to access fair and transparent refund and return mechanisms, and to submit complaints and have them addressed in a timely manner.

If you believe your consumer rights have been violated, you may file a complaint through our Platform, contact our support team at support@eazyexpress.ng, or contact the Federal Competition and Consumer Protection Commission (FCCPC) directly.

18. Force Majeure

Eazy Express shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, epidemics or pandemics, acts of government or regulatory authorities, civil unrest, war or terrorism, power outages, telecommunications failures, cyberattacks, labour disputes, or disruptions to payment systems or banking infrastructure. During any force majeure event, our obligations shall be suspended for the duration of the event, and we will use reasonable efforts to mitigate its impact and resume normal operations as soon as practicable.

19. Notices and Communication

All notices from Eazy Express to you may be delivered via email to the address associated with your Account, in-app notifications, SMS or WhatsApp messages to your registered phone number, or prominent posting on the Platform. Notices are deemed received upon sending (for email, SMS, and WhatsApp) or upon posting (for in-app and Platform notices).

All notices from you to Eazy Express should be directed to legal@eazyexpress.ng for legal matters, support@eazyexpress.ng for general support and customer service, or dpo@eazyexpress.ng for privacy and data protection matters. You agree to keep your contact information current and to regularly check for notices and communications from us.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy, Vendor Agreement (where applicable), and any other policies referenced herein, constitute the entire agreement between you and Eazy Express regarding your use of the Platform and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

20.2 Waiver

The failure of Eazy Express to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any term or condition shall not be deemed a further or continuing waiver of such term or condition or any other term or condition.

20.3 Assignment

You may not assign, delegate, or transfer your rights or obligations under these Terms without our prior written consent. Eazy Express may freely assign its rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

20.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

20.5 No Third-Party Beneficiaries

These Terms are for the benefit of Eazy Express and its Users only and do not confer any third-party beneficiary rights on any other person or entity.