Terms and Conditions

Effective Date: January 1, 2026 | Last Updated: January 7, 2026

1. Definitions and Interpretation

1.1 Key Definitions

• "Services" means customs clearance, international logistics, trade financing, supplier vetting, escrow management, and related import/export facilitation services provided by Utopie Concierge.
• "Platform" means the web-based application, mobile interfaces, and APIs accessible at utopiepay.com and associated subdomains.
• "Customs Clearance" means the process of declaring goods to Nigeria Customs Service, obtaining regulatory approvals, paying duties and taxes, and securing cargo release.
• "Trade Financing" means short-term credit facilities, Letters of Credit, purchase order financing, and working capital loans for international trade transactions.
• "Escrow Services" means holding funds in a secure account pending fulfillment of contractual obligations between buyer and seller.
• "NCS" means Nigeria Customs Service, the regulatory authority for import and export control in Nigeria.
• "CBN" means Central Bank of Nigeria, the regulator of foreign exchange and banking services.
• "HS Code" means Harmonized System codes for classification of traded goods under WCO standards.
• "CIF" means Cost, Insurance, and Freight - Incoterms 2020 delivery term.
• "FOB" means Free On Board - Incoterms 2020 delivery term.
• "Force Majeure" means unforeseeable circumstances preventing contract performance including natural disasters, war, strikes, government actions, pandemic, port closures.

1.2 Governing Documents

These Terms incorporate by reference:

• Privacy Policy (data protection and processing)
• Cookie Policy (website tracking and analytics)
• Refund Policy (payment reversals and cancellations)
• Service Level Agreements (SLAs) for specific service tiers
• Individual service contracts and quotations

2. Corporate Structure and Licensing

2.1 Operating Entities

2.2 Mission and Service Philosophy

Mission: To build the financial operating system for global commerce, with a core mission to break the cross-country currency barrier starting with Africa.

Service Model: End-to-end import and export partnership for international trade. Designed for clients on high-value trade corridors (Nigeria-China, Nigeria-USA, Nigeria-EU), providing sourcing, supplier vetting, escrow, logistics, customs clearance, and final delivery through transparent, Naira-denominated pricing.

3. Account Registration and Eligibility

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have legal capacity to enter into binding contracts under Nigerian Contract Act (Cap C23, LFN 2004)
• Provide accurate, complete registration information including valid identification
• Not be subject to UN, OFAC, EU, or Nigerian sanctions or export restrictions
• Not be engaged in illegal trade or sanctioned industries (arms, counterfeit goods, prohibited substances)
• Comply with all applicable import/export laws in Nigeria and country of origin/destination

3.2 Know Your Customer (KYC) Requirements

Per CBN AML/CFT Regulations 2022 and Money Laundering Act 2022, we require:

Individual Clients:

• Government-issued photo ID (NIN, International Passport, Driver's License)
• Proof of address (utility bill, bank statement within last 3 months)
• Bank Verification Number (BVN) for Nigerian residents
• Tax Identification Number (TIN)
• Selfie photo for biometric verification

Corporate Clients:

• Certificate of Incorporation (CAC registration for Nigerian entities)
• Memorandum and Articles of Association
• Board resolution authorizing use of services and designated signatories
• Tax Identification Number (TIN), VAT registration (if applicable)
• Beneficial ownership declaration (individuals owning ≥5% shares)
• Director identification documents
• Company bank account details
• Business license, import/export license (where required)

3.3 Account Security

You are responsible for:

• Maintaining confidentiality of login credentials
• Enabling Multi-Factor Authentication (MFA) - mandatory for trade financing and high-value transactions
• Immediately notifying us of unauthorized access (security@utopiepay.com)
• Using secure networks (avoid public Wi-Fi for financial transactions)
• Regular password updates (recommended every 90 days)

Account Liability: You are liable for all activities under your account until we receive notification of unauthorized access and have reasonable time to act.

3.4 Account Suspension and Termination

We may suspend or terminate accounts for:

• Violation of these Terms or applicable laws
• Suspicious activity triggering AML/CFT red flags
• Failure to complete KYC verification within 14 days
• Non-payment of fees or customs duties
• Providing false or misleading information
• Engagement in prohibited goods or sanctioned trade
• Multiple failed payment attempts or chargebacks
• Abusive behavior toward staff

Procedure: We will provide 7 days written notice (except for legal violations requiring immediate action). You may appeal termination by contacting legal@utopiepay.com within 14 days.