How International Tech Companies Should Structure Their Website Terms and Conditions and User Policies When Expanding to Nigeria

A Technical Legal Guide for Global Digital Platforms, Marketplaces, and App-Based Businesses for their Terms and Conditions

Nigeria has become a priority market for global technology companies seeking expansion into Africa. With over 200 million people, one of the fastest-growing digital economy in Africa, and one of the continent’s highest mobile penetration rates, international platforms increasingly see Nigeria as a growth hub for user acquisition, market testing, and continental rollout.

Yet, expansion into Nigeria requires more than product localization or operational setup in Nigeria when they incorporate their companies in Nigeria. The legal infrastructure that governs digital platforms differs significantly from European, American, or Asian standards. And one of the first and most critical adaptation steps for global tech companies is the restructuring of their Terms of Use, User Agreements, Platform Policies, and Compliance Architecture to reflect Nigerian law.

In our experience advising international platforms entering the Nigerian market, the most common issue is this: foreign Terms and Conditions simply do not work in Nigeria without deep modification. In other words, the T&Cs on the platforms marketed to a foreign audience will significantly differ from what is obtainable or marketable to a Nigerian audience.

This guide offers a comprehensive blueprint for global tech companies seeking to create Nigeria-compliant Terms of Use, reduce legal exposure, allocate platform risk correctly, and ensure operational compliance across digital services.

Why Website Terms and Conditions of Use Must Be Localized for Nigeria

For global platforms, there is often an assumption that existing T&Cs—drafted under EU, UK, or US law—can be applied globally with minor adjustments. In Nigeria, this assumption fails for three reasons:

1. Nigerian law governs consumer interaction, liability, platform disclaimers, contract enforceability, and digital behaviour, not the GDPR or other european laws.
2. Platform operators face mandatory obligations under local laws, regardless of what foreign Terms and Conditions say.
3. Nigerian regulators now actively enforce compliance across digital platforms, with sanctions running into millions of Naira in penalties for non-compliance.

This means that a platform cannot simply “copy over” its international T&Cs without:

• aligning contractual language with Nigerian statutory obligations;

• removing unenforceable clauses;

• adding Nigeria-specific disclosures especially in relation to data protection and breaches under the Nigeria Data Protection Act and other extant regulations;

• restructuring liability flows to fall in line with the Federal Competition and Consumer Protection Act;

• adapting to data protection and consumer protection frameworks; and

• revising risk allocation.

A global document that violates Nigerian law is automatically unenforceable, even if users click “I agree.” The Courts will not hesitate to strike it down to the extent of its incompatibility with Nigerian laws and regulations.

Understanding the Nigerian Legal Landscape for Digital Platforms

Global tech companies entering the Nigerian market must understand four legal pillars that affect T&Cs and platform policies:

1. The Federal Competition and Consumer Protection Act (FCCPA)

This is N]igeria’s principal consumer protection legislation. It governs:

• unfair contract terms

• unfair business practices

• misleading disclosures

• cancellation and refund obligations

• prohibited liability waivers

• mandatory transparency requirements

Certain disclaimers common in EU/US documents cannot legally stand in Nigeria because of the operation of this law.

2. The Nigeria Data Protection Act (NDPA) 2023

This law governs:

• how user data may be collected

• cross-border data transfers

• privacy notices and what it should/must contain

• lawful bases for processing user data

• security requirements for protection of user data

• data subject rights

• obligations for processors and controllers

Any global Terms and Conditions incorporating a privacy-policy wrapper must undergo Nigerian adaptation to ensure that Nigerian data protection laws are complied with to avoid serious sanctions.

3. The Cybercrimes (Prohibition, Prevention) Act 

Relevant for platforms that:

• manage accounts

• host user-generated content

• process electronic communications

• experience cyber incidents

• maintain digital systems

4. Sector-Specific or Activity-Specific Requirements

Depending on the platform:

• mobility platforms must meet transport and safety rules

• marketplace platforms must address intermediary liability

• fintech platforms face CBN/AML obligations to ensure compliance with banking and law enforcement regulations governing them in relation to their operations

• edtech, healthtech, and social networks face additional duties

Terms of Use must reflect these operational requirements, otherwise platform owners risk to have them struck down by Nigerian Courts for non-compliance or risk having Nigerian regulators impose serious sanctions against them for breach of regulatory requirements.

Enforceability of Online Agreements in Nigeria

Nigeria recognises:

• clickwrap agreements (valid)

• scrollwrap agreements (valid)

• browsewrap agreements (risky and often invalid)

To ensure enforceability:

• users must affirmatively accept the terms before [registering and] using the platform

• terms must be accessible at all times

• the platform must prove users received proper notice

This is especially important for:

• arbitration agreements

• liability disclaimers

• IP licensing terms

• conduct and safety rules

• payment terms and refund policies

• data consents

A global platform cannot rely on passive acceptance by users (“use is acceptance”) without risking unenforceability of the Terms of Use on their website in Nigeria.

Structuring Terms and Conditions of Use for Digital Platforms: What Global Companies Must Localise

User Registration and Identity Verification

Nigeria has strong expectations around:

• KYC

• phone number verification

• national ID requirements

• fraud prevention
• user data breach prevention, reporting and control

Platforms with multi-role users (drivers, sellers, service providers, creators) must adapt onboarding requirements to local realities to different these multi-role user groups.

Payments, Wallets, and Digital Settlement

Terms must reflect:

• Paystack/Flutterwave rails

• applicable transaction fees

• cash-vs-digital payment distinctions

• refund mechanics

• deduction rules

• wallet operations

• chargeback implications

Platforms should ensure their policies align with local regulatory expectations for their platform for payment in order not to run foul of CBN regulations and other monetary policies in relation to operation of fintechs and payment flows. These can bring serious sanctions.

C. Pricing and Commercial Disclosures

FCCPA requires:

• full transparency in pricing

• disclosure of fee structures

• clear description of user obligations

• unambiguous refund rights

• notice before price changes

Foreign Terms and Conditions that permit unilateral price changes without notice are typically invalid here as they are not consumer-centric and Nigeria’s laws and regulations aim to first and foremost protect the interest of consumers.

User Conduct and Platform Behaviour

Tech companies must address:

• platform safety

• harassment

• fraud

• impersonation

• misuse

• reporting channels

• prohibited behaviour

Nigerian platforms face unique risks, including impersonation or account takeover, requiring explicit terms. These terms should not be implied.

Platform as Intermediary (Liability Shielding)

This is one of the most important localisation steps.

A Nigerian T&C must:

• define the platform as an intermediary

• state that users contract directly

• disclaim employment/agency relationships

• allocate responsibility for user behaviour

• clarify limits on platform duties

• outline moderation rights and boundaries

Key Regulatory Clauses Every International Platform Must Add

Based on Nigerian law and our regulatory advisory work, the following clauses must appear in Nigeria-compliant Terms and Conditions:

1. Mandatory consumer rights disclosures under the FCCPA.
2. Data protection compliance notices to align with NDPA 2023 and cross-border transfer rules under both the NDPA and GAID.
3. Cybersecurity incident cooperation obligations
4. Clear disclaimers for platform outages, downtime, or system failure since infrastructure disruptions are more frequent due to sub-par infrastructure.
5. Enforceable limitation of liability clauses drafted in a way that respects non-waivable statutory rights.
6. Statutory notice on prohibited unfair, deceptive, or unethical practices
7. Local dispute resolution clause which stipulates means of dispute resolution, governing law and local enforcement capability
8. Disclosure on 3rd-party integrations for platforms that rely on say: paystack, Google APIs, cloud infrastructure (eg: Amazon Web Services, Azure), Identity verification vendors, among others. These terms must allocate risk in relation to their use of these third-party platforms they’re integrated into.

Localizing Foreign Terms and Conditions: Common Mistakes International Tech Companies Make

From our Nigeria-market adaptation work, these are the top errors:

1. Using EU/US disclaimers that are invalid in Nigeria; Example: clauses shifting all liability to users.
2. Failing to account for Nigerian consumer protection law especially around refunds, cancellations, and warranty rights. Any provision in the T&Cs that go contrary to Nigerian consumer protection regulations are invalid automatically and disclaimers does not and will not validate such.
3. Over-reliance on foreign arbitration or courts. It makes no sense for Nigerians to approve to utilize foreign arbitration over matters within Nigeria.
4. Assuming GDPR-compliance equals NDPA compliance. It does not.

Dispute Resolution Architecture

International platforms choose:

• English law

• Delaware

• German courts

• ICC arbitration

But when operating in Nigeria, enforceability requires:

• Nigerian law

• Mediation or Arbitration in Nigeria

• Clear notice

Conclusion: Why Local Legal Adaptation Offers a Strategic Advantage

For international tech companies expanding into Nigeria, compliance is not merely a defensive necessity. When done correctly, it becomes:

• a trust-building instrument,

• a foundation for operational clarity given its compliance with Nigerian regulations,

Well-structured, Nigeria-compliant Terms and Conditions allow global platforms to operate confidently, reduce disputes, manage expectations, and build trust with users in one of Africa’s most dynamic digital markets.

This publication is intended for general informational purposes only and does not constitute legal advice. For tailored assistance, please contact our Corporate & Commercial and Compliance practice group at corporateservices@kabbizlegal.com