What terms and conditions means
Terms and conditions are a contract you wrote in advance and offer to everybody on the same basis.
There is no negotiation. The customer accepts or does not use the service. That is a legitimate way to contract, and almost every consumer transaction works this way, from a bank account to a food delivery app.
Because there is no negotiation, the law scrutinises them more carefully than a contract between two businesses that argued over every clause. Terms that are unfair to consumers can be struck down, and terms that a user could not reasonably have known about may not bind at all.
Acceptance is therefore the first question. Terms presented with a tick box that the user must tick before proceeding are far stronger than a link in a footer that nobody clicked.
How it is used
For a Nigerian business selling online or providing a service, the terms carry the commercial reality.
Who you are, with real business details. What you are providing, described specifically. Price, payment terms, taxes and any additional charges. Delivery or performance timelines and what happens when they slip. Cancellation, returns and refunds. Your obligations and the limits of them. Acceptable use, meaning what the customer may not do. Ownership of content and intellectual property. Limitation of liability. Suspension and termination. Governing law and how disputes are resolved.
Refunds and delivery are the two that produce almost all Nigerian consumer disputes, and they are the two most often left vague.
How the terms are accepted matters as much as what they say. Clickwrap, where the user actively ticks or clicks to accept, is enforceable and easy to evidence. Browsewrap, where a link sits in the footer and continued use is deemed acceptance, is much weaker, and a business relying on it may find its most important clauses were never incorporated.
Key features
- A contract offered on standard terms rather than negotiated
- Binds the user once properly presented and accepted
- Should cover price, delivery, refunds, liability, acceptable use and dispute resolution
- Clickwrap acceptance is materially stronger than a footer link
- Unfair terms against consumers can be struck down
- Separate from the privacy policy, which covers personal data
How this works in Nigeria
The Federal Competition and Consumer Protection Act 2018 sits over consumer facing terms, and it changed the calculation for Nigerian businesses.
It gives consumers rights to information, to fair and reasonable terms, and to redress, and it establishes a commission with real powers. Terms that are unfair, unreasonable or unjust are exposed, and a clause purporting to exclude all liability in every circumstance is unlikely to be upheld.
Sector regulation adds more. Financial services, telecoms and e commerce each carry their own requirements, and a term inconsistent with sector regulation does not survive because it was written into the contract.
On dispute resolution, Nigerian businesses often insert an arbitration clause. That can be sensible commercially, but consumer arbitration clauses attract scrutiny, and a clause requiring a customer to arbitrate a small claim in Lagos may be more theatre than protection.
One more practical point: version and date the terms, and keep records of which version a user accepted. A dispute about a transaction from two years ago turns on what the terms said then.
Terms and conditions vs a signed contract
Both are contracts, and they differ in how they come into existence and how they are read.
A signed contract is negotiated between two identified parties. Both sides had the chance to argue, so courts generally hold them to what they signed and enforce the allocation of risk they agreed.
Terms and conditions are drafted by one side and offered to everybody. There is no negotiation, the drafter chose every word, and the law responds by reading ambiguity against them and by policing unfairness, particularly where the other party is a consumer.
The practical consequence is that clauses which would pass unremarked in a negotiated business contract, such as a sweeping exclusion of liability, are far more vulnerable in consumer terms.
So a business that sells both to consumers and to other businesses is usually better served by two documents than by one that tries to do both jobs.
Limits and risks
Terms do not bind if they were not properly presented. A user who never saw them, and was never required to accept them, may not be bound by the clauses that matter most.
Unfair terms can be struck down, and Nigerian consumer protection legislation gives that real force.
They also cannot override statute or sector regulation. A term contradicting a mandatory rule is simply ineffective.
And they go stale quickly. A business that changes its refund practice, adds a subscription, or starts operating in a new sector needs to update its terms, and most do not until something goes wrong.
Worth knowing
Make acceptance active. An unticked box the user must tick, with the terms linked beside it, and a record of which version they accepted. Nigerian businesses lose the benefit of good terms far more often through weak acceptance than through bad drafting.
Questions people ask
Do I need terms and conditions for my Nigerian business?
If you sell goods or provide a service to customers, yes. Terms are the contract governing price, delivery, refunds, liability and disputes, and without them each transaction is governed by whatever can be inferred afterwards.
Are terms and conditions legally binding in Nigeria?
Yes, where they are properly presented and accepted. Active acceptance through a tick box is much stronger than a link in a footer, and terms a user could not reasonably have known about may not bind.
What should terms and conditions cover?
Who you are, what you provide, price and payment, delivery timelines, cancellation and refunds, acceptable use, intellectual property, limitation of liability, suspension and termination, governing law and dispute resolution.
Can I exclude all liability in my terms?
No. The Federal Competition and Consumer Protection Act 2018 exposes unfair and unreasonable terms, and Nigerian courts construe exclusion clauses strictly against the party relying on them. A blanket exclusion is unlikely to survive.
What is the difference between terms and conditions and a privacy policy?
Terms are the contract governing the commercial relationship. A privacy policy is a notice about how you handle personal data, required by the Nigeria Data Protection Act. Most businesses need both.
How do I make sure customers are bound by my terms?
Require active acceptance before purchase, keep the terms available at that point, version and date them, and keep a record of which version each customer accepted.