Terms of Service

1. Acceptance of Terms

By accessing or using the Freelance9ja marketplace platform ("Platform," "Service," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Platform.

If you are creating an account, you must read this entire Agreement and our Privacy Policy in full inside the consent window presented during registration, and click "I Agree" only once you have scrolled to the end of both documents, before your account can be created. That affirmative action, not merely visiting or browsing the Platform, is what forms this binding Agreement between you and us for registered users. If you access or use the Platform without creating an account, for example browsing public listings, the general acceptance described in the paragraph above governs your use.

2. Eligibility and Account Registration

2.1 Age Requirements

You must be at least 18 years old to use this Platform. By registering, you represent and warrant that you are of legal age to form a binding contract under Nigerian law.

2.2 Account Accuracy

You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account

2.3 Account Responsibility

YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU. We are not liable for any loss or damage arising from your failure to maintain account security.

2.4 One Account Per User

Each user may maintain only one active account. Multiple accounts may result in immediate suspension or termination without notice.

3. Platform Role and Limitations

3.1 Marketplace Provider Only

3.2 No Verification of User Claims

While we may offer identity verification features, WE DO NOT:

• Verify the accuracy of user profiles, qualifications, or credentials
• Conduct background checks on users
• Guarantee the competence, skill, or reliability of any freelancer
• Verify the legitimacy or payment capacity of any client
• Endorse or recommend any specific user or service

3.3 Independent Contractor Relationship

All freelancers are independent contractors. No employment, partnership, joint venture, or agency relationship exists between Freelance9ja and any user, or between users who transact on the Platform.

4. User Obligations and Prohibited Conduct

4.1 Compliance with Laws

You agree to comply with all applicable Nigerian federal and state laws, including but not limited to:

• Tax laws and reporting requirements
• Business registration requirements
• Professional licensing requirements
• Consumer protection laws
• Anti-money laundering regulations
• Data protection regulations (the Nigeria Data Protection Act 2023)

4.2 Strictly Prohibited Activities

Users are ABSOLUTELY PROHIBITED from:

4.3 Tax Obligations

YOU ARE SOLELY RESPONSIBLE for determining, collecting, reporting, and remitting all applicable taxes to appropriate authorities, including compliance with Nigerian Tax Authority (FIRS) regulations and maintaining proper tax records. WE DO NOT: provide tax advice, withhold or remit taxes on your behalf, or report your earnings to tax authorities.

5. Transactions and Payments

5.1 Escrow System

All payments are held in escrow until work is delivered and approved. By using our payment system, you acknowledge:

• Payments are processed through Flutterwave (third-party payment processor)
• We hold funds in escrow as a neutral stakeholder only
• Escrow does not guarantee work quality or client satisfaction
• Release conditions are defined in these Terms

5.2 Platform Fees

We charge a platform fee on every completed order: a 13 percent fee on freelance job and service orders, and an 11 percent fee on marketplace goods orders. In both cases the fee is deducted from the earnings of the party providing the service or good, the freelancer or the seller, not added on top of what the client or buyer pays. This fee:

• Is deducted when funds are released from escrow to the freelancer or seller
• Is not refundable to the freelancer or seller once released, even if the transaction is later disputed
• Covers platform maintenance, payment processing, and escrow services
• May be adjusted with 30 days' notice

5.3 Payment Release Conditions

Funds are released to the freelancer when:

• Client approves the delivered work, OR
• Client does not respond within 7 days of delivery notification, OR
• A dispute is resolved in the freelancer's favor

5.4 Refund Policy

5.5 Cancellation Deduction

If you voluntarily cancel an order of any kind, freelance or marketplace, before it is completed, we refund the amount you paid for that order, minus a flat 2 percent deduction. This deduction reflects the portion of the payment processing charge our payment processor, Flutterwave, retains on the original payment and does not return to us when the payment is refunded. It is a pass through cost, not a fee we keep as revenue, and it means no voluntary cancellation refund ever returns the complete original sum.

This deduction applies only to cancellations you initiate. It does not apply where a refund is owed under Section 5.4 above because we, the freelancer, or the seller failed to perform, or because the transaction violated these Terms. Those refunds are not reduced by this deduction.

5.6 Withdrawal Requirements

Freelancers may withdraw funds when:

• Funds have cleared escrow
• Minimum withdrawal threshold (₦5,000) is met
• Valid Nigerian bank account details are provided
• 14-day clearance period has elapsed (for fraud prevention)

5.7 Payment Disputes

IN THE EVENT OF A PAYMENT DISPUTE:

• Platform acts as a neutral mediator only
• Decision is based on evidence provided by both parties
• Platform's decision is FINAL AND BINDING
• Fees are non-refundable regardless of dispute outcome
• Neither party may pursue legal action against the Platform

5.8 Chargeback Abuse

If you initiate an unauthorized chargeback or payment reversal: your account will be immediately suspended, you will be liable for the disputed amount plus administrative fees, we may report fraudulent chargebacks to law enforcement, and you waive any right to dispute our collection efforts.

6. Service Quality and Disputes

6.1 No Quality Guarantees

WE MAKE NO REPRESENTATIONS OR WARRANTIES regarding:

• Quality of services provided by freelancers
• Accuracy of service descriptions
• Timeliness of service delivery
• Professional qualifications of users
• Fitness for any particular purpose

6.2 User-to-User Disputes

YOU ACKNOWLEDGE AND AGREE THAT:

• Disputes between users are solely between those users
• We are not obligated to mediate or resolve disputes
• If we choose to mediate, our decision is advisory only (not binding) unless both parties agree to binding arbitration through our platform
• We may suspend or terminate accounts involved in disputes
• You release us from all claims arising from user disputes

6.3 Dispute Resolution Process

If users cannot resolve disputes independently:

1. Either party may request platform mediation (optional)
2. Platform may request evidence from both parties
3. Platform may issue a non-binding recommendation
4. Platform may issue a binding decision if both parties agree in advance
5. Unresolved disputes must be handled per Section 18 (Arbitration)

6.4 Evidence Requirements

In disputes, the following evidence is considered:

• Written communications through the Platform
• Delivered work files and documentation
• Transaction records
• Service descriptions and agreed scope
• Screenshots with timestamps

Evidence submitted outside the Platform may not be considered.

7. Intellectual Property

7.1 Ownership of Work Product

Unless otherwise agreed in writing between client and freelancer:

• Freelancer retains IP rights until full payment is received
• Upon payment, client receives the agreed-upon usage rights
• Freelancer may display work in portfolio unless explicitly prohibited
• Platform claims no ownership of user-generated content

7.2 Platform Content

All Platform content (logos, design, code, text) is owned by Freelance9ja and protected by Nigerian and international intellectual property laws. You may not:

• Copy, modify, or distribute Platform content
• Reverse engineer or decompile Platform code
• Use our trademarks without written permission

7.3 User Content License

By posting content on the Platform, you grant us a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute your content for Platform operation, marketing, and promotional purposes. This license survives account termination.

7.4 Infringement Claims

If you believe content infringes your intellectual property, email legal@freelance9ja.ng with:

• Your contact information
• Description of copyrighted work
• Location of infringing content
• A statement of good faith belief

We will investigate and may remove content at our discretion.

8. Prohibited Services

The following services are STRICTLY PROHIBITED on our Platform:

8.1 Illegal Services

• Any service that violates Nigerian federal or state law
• Services requiring professional licenses (legal, medical) unless properly licensed
• Sale of regulated goods (weapons, drugs, alcohol, tobacco)
• Gambling or betting services
• Pyramid schemes or multi-level marketing

8.2 Harmful or Dangerous Services

• Services that pose health or safety risks
• Services involving hazardous materials
• Services that could cause physical harm

8.3 Adult or Sexual Services

• Pornographic content creation
• Escort or dating services
• Sexual or adult entertainment services

8.4 Academic Dishonesty

• Completing assignments or exams on another's behalf
• Writing academic papers for submission by another student
• Services that constitute academic fraud

Note: Tutoring, study assistance, and proofreading are permitted when they educate rather than replace the student's work.

8.5 Identity Theft Services

• Creation of fake documents
• Impersonation services
• Services facilitating fraud or identity theft

9. Account Suspension and Termination

9.1 Platform's Right to Terminate

WE RESERVE THE ABSOLUTE RIGHT TO: suspend or terminate any account at any time, for any reason or no reason, with or without notice, and without liability to you.

9.2 Grounds for Termination

Accounts may be terminated for:

• Violation of these Terms
• Fraudulent activity or suspected fraud
• Multiple user complaints
• Chargebacks or payment disputes
• Inactive accounts (12+ months)
• Use of Platform for illegal purposes
• Abuse of other users or Platform staff

9.3 Effect of Termination

Upon termination:

• Your access is immediately revoked
• Pending transactions may be cancelled or frozen
• Funds in escrow may be held for 90 days pending investigation
• You remain liable for all outstanding fees and obligations
• You may not create a new account without written permission

9.4 Survival of Terms

The following sections survive termination: payment obligations, indemnification, limitation of liability, arbitration agreement, and any other provision that by its nature should survive.

10. Representations and Warranties

10.1 Your Representations

By using the Platform, you represent and warrant that:

• All information provided is accurate and complete
• You have the legal right to provide offered services
• Your services do not infringe third-party rights
• You will comply with all applicable laws
• You have obtained all necessary licenses and permits

10.2 Disclaimer of Warranties

11. Limitation of Liability

11.1 Maximum Liability Cap

11.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services
• Damages arising from user-to-user transactions
• Damages from unauthorized access to your account
• Damages from service interruptions or errors
• Damages from third-party conduct
• Any claim exceeding one year from the date of occurrence

11.3 User-to-User Transactions

YOU ACKNOWLEDGE AND AGREE THAT: All transactions are solely between users. We are not responsible for freelancer performance or client payment. We do not guarantee work quality, safety, or legality. You assume all risks in user transactions. We have no liability for loss, damage, or injury arising from transactions.

11.4 Third-Party Services

We integrate with third-party services (Flutterwave, Cloudinary, etc.). WE ARE NOT LIABLE FOR:

• Third-party service failures or errors
• Data breaches at third-party providers
• Third-party pricing or policy changes
• Loss of funds due to payment processor issues

11.5 Force Majeure

We are not liable for failure to perform due to circumstances beyond our reasonable control, including: natural disasters, war, terrorism, civil unrest, government actions, legal restrictions, internet or telecommunications failures, power outages, equipment failures, or acts of God.

11.6 Statutory Rights Preserved

Nothing in this Section 11, Section 5, or elsewhere in these Terms limits or excludes any right or remedy that cannot lawfully be limited or excluded under the Federal Competition and Consumer Protection Act 2018, the Sale of Goods Act, or other applicable Nigerian law. Where any part of these Terms conflicts with such a mandatory right, the mandatory right prevails and the remainder of these Terms continues to apply in full.

12. Indemnification

12.1 Your Indemnification Obligation

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Freelance9ja, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, lawsuits, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your services or content
• Transactions with other users
• Your negligence or willful misconduct

12.2 Defense of Claims

We reserve the right to assume exclusive defense and control of any claim, require your cooperation in our defense, and approve any settlement that affects our rights or interests.

12.3 Continuing Obligation

This indemnification obligation survives termination of your account, applies even if we are partially at fault, and is in addition to any other indemnification obligations.

13. Privacy and Data Protection

13.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to our Privacy Policy.

13.2 Data Security

While we implement reasonable security measures, WE CANNOT GUARANTEE ABSOLUTE SECURITY. You assume all risks of data breaches. We are not liable for unauthorized access to your data. You are responsible for maintaining password security.

13.3 Communications

By registering, you consent to receive:

• Transactional emails (order updates, payment notifications)
• Marketing communications (you may opt out)
• Platform announcements and updates
• Legal notices via email

14. Modifications to Terms

14.1 Right to Modify

We reserve the right to modify these Terms at any time. Changes are effective:

• Immediately upon posting for minor, non-substantive changes
• 30 days after posting for material changes
• Upon acceptance if you continue using the Platform after notification

14.2 Notification of Changes

We will notify you of material changes via: email to your registered address, prominent notice on the Platform, or in-app notification.

14.3 Acceptance of Changes

Your continued use of the Platform after notification constitutes acceptance of the modified Terms, agreement to be bound by the new Terms, and waiver of any objection to the changes. If you do not agree to modified Terms, you must stop using the Platform immediately, cancel your account, and resolve all pending transactions.

15. Intellectual Property Infringement (DMCA)

15.1 DMCA Compliance

We respect intellectual property rights. If you believe content on our Platform infringes your copyright, submit a written notice to: legal@freelance9ja.ng

Include: your physical or electronic signature, identification of copyrighted work, location of infringing material, your contact information, a statement of good faith belief, and a statement that information is accurate under penalty of perjury.

15.2 Counter-Notification

If your content is removed for alleged infringement, you may submit a counter-notification including: your physical or electronic signature, identification of removed content, a statement under penalty of perjury that removal was erroneous, and your consent to Nigerian court jurisdiction.

15.3 Repeat Infringer Policy

Accounts with multiple substantiated infringement claims will be terminated.

16. Miscellaneous Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Freelance9ja, superseding all prior agreements or understandings.

16.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect. The unenforceable provision will be modified to reflect the parties' intent.

16.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver. Any waiver must be in writing and signed by us.

16.4 Assignment

You may not assign or transfer these Terms. We may assign our rights and obligations without notice or consent.

16.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except for our affiliates, officers, directors, and employees.

16.6 Headings

Section headings are for convenience only and do not affect interpretation.

16.7 Language

If these Terms are translated, the English version controls in case of conflict.

17. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria without regard to conflict of law principles. You agree to submit to the jurisdiction of Nigerian courts for any disputes not subject to arbitration.

18. Dispute Resolution and Arbitration

18.1 Mandatory Arbitration

18.2 Arbitration Rules

Arbitration shall be conducted under the Arbitration and Mediation Act 2023:

• Administered by the Lagos Court of Arbitration (LCA)
• Conducted in English
• One arbitrator mutually agreed or appointed by LCA
• Held in Lagos, Nigeria or remotely by agreement

18.3 Arbitration Costs

Each party bears their own legal fees. Arbitrator fees and administrative costs are split equally. If you prevail, we may reimburse your reasonable costs.

18.4 Class Action Waiver

18.5 Opt-Out Right

You may opt out of this arbitration agreement within 30 days of account creation by emailing legal@freelance9ja.ng with:

• "ARBITRATION OPT-OUT" in subject line
• Your full name and email address
• Statement that you decline arbitration agreement

18.6 Small Claims Exception

Either party may bring claims in small claims court if the claim qualifies and remains in that court.

18.7 Injunctive Relief

Either party may seek injunctive relief in court for: intellectual property infringement, unauthorized access to systems, or violations requiring immediate action.

19. Compliance with Nigerian Law

19.1 Nigerian Law Compliance

You agree to comply with all applicable Nigerian laws, including:

• Federal Competition and Consumer Protection Act (FCCPA)
• Nigeria Data Protection Act (NDPA) 2023
• Cybercrimes Act 2015 (as amended in 2024)
• Money Laundering (Prohibition) Act
• Tax laws and regulations

19.2 Reporting Obligations

You acknowledge that we may:

• Report suspicious activities to law enforcement
• Comply with legal process and government requests
• Disclose information to prevent harm or fraud
• Cooperate with regulatory investigations

19.3 Export Controls

You may not use the Platform if you are:

• Located in a country subject to Nigerian embargoes
• Listed on any Nigerian government prohibited parties list
• Engaged in activities restricted by export laws

20. Contact Information

For questions, concerns, or legal notices regarding these Terms:

21. Acknowledgment