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Escrow Agreement

Effective date: 1 March 2026 · Last updated: 1 March 2026

This Escrow Agreement (“Agreement”) sets forth the terms under which Merx Africa Limited (“Merx,” “Escrow Agent”) holds, manages, and disburses funds on behalf of buyers (“Buyer”) and sellers (“Seller”) using the Merx platform. By initiating or accepting an escrow transaction on the Platform, both Buyer and Seller agree to be bound by this Agreement.

1. Role of Merx as Escrow Agent

Merx acts as a neutral third-party escrow agent. Merx does not take ownership of escrowed funds at any time. Funds are held in a segregated account with a licensed Nigerian financial institution, separate from Merx’s operational funds. Merx’s sole obligation is to hold and disburse funds strictly in accordance with the terms of this Agreement and the transaction instructions recorded on the Platform.

2. Escrow Transaction Process

2.1 Initiation

A transaction is initiated when a Buyer selects a product or service on a Seller’s Merx storefront and chooses to pay via Merx Escrow. The Buyer authorises payment of the agreed amount plus any applicable transaction fees.

2.2 Funding

Upon successful payment, the transaction amount is deposited into the Merx escrow account. Merx generates a unique, non-transferable Escrow Code associated with the transaction. Both parties receive confirmation of the funded escrow via the Platform, email, and/or WhatsApp notification.

2.3 Delivery

The Seller is responsible for delivering the goods or services as described in the product listing within the agreed timeframe. The Seller must update the delivery status on the Platform, including any tracking information where applicable.

2.4 Confirmation and Release

Upon receiving the goods or services, the Buyer confirms satisfactory receipt by entering the Escrow Code on the Platform. This action constitutes irrevocable authorisation for Merx to release the escrowed funds (less applicable fees) to the Seller’s designated bank account. Funds are typically disbursed within 24 hours of confirmation.

2.5 Automatic Release

If the Buyer does not confirm receipt or initiate a dispute within 72 hours of the Seller marking the order as delivered (with verifiable delivery evidence), the escrowed funds are automatically released to the Seller. This automatic release serves as deemed confirmation of satisfactory receipt.

3. Disputes

3.1 Filing a Dispute

Either party may initiate a dispute through the Platform within 48 hours of delivery. Upon filing, the escrowed funds are frozen until the dispute is resolved. Merx will not release funds to either party during an active dispute.

3.2 Evidence Submission

Both parties will be required to submit evidence through the Platform. To build an automated resolution trail, the Seller must provide video evidence of the item being packed, followed by evidence of pickup by logistics, and finally, evidence of delivery by logistics. This trail allows our AI to verify the transaction lifecycle accurately.

3.3 Resolution

Merx utilizes an AI dispute resolution system that reviews the submitted evidence trail and typically issues a resolution within minutes. If the AI is unable to reach a conclusive resolution, the dispute is automatically redirected to a human specialist for final review. Possible outcomes include:

  • Full release to Seller: If the goods/services were delivered as described
  • Full refund to Buyer: If the goods/services were not delivered or materially differ from the listing
  • Partial release: A proportionate distribution where both parties share responsibility

3.4 Finality

For transactions valued at ₦500,000 or below, Merx’s dispute resolution decision is final and binding on both parties. For transactions exceeding ₦500,000, either party may escalate the dispute to the Lagos Multi-Door Courthouse or any court of competent jurisdiction in Nigeria within 30 days of Merx’s decision.

4. Fees

Merx charges a transaction fee on each completed escrow transaction, deducted from the Seller’s payout at the time of fund release. The applicable fee rate is displayed to both parties before the transaction is confirmed. Fees are non-refundable once a transaction is completed. In the event of a full refund to the Buyer, the transaction fee is waived.

5. Prohibited Transactions

Merx escrow services may not be used for:

  • Illegal goods or services under Nigerian law
  • Controlled substances, weapons, or hazardous materials
  • Counterfeit or stolen goods
  • Transactions intended to launder money or finance terrorism
  • Pyramid schemes, Ponzi schemes, or fraudulent investment vehicles
  • Any transaction that violates the Merx Terms of Service or Acceptable Use Policy

Merx reserves the right to freeze and investigate any transaction suspected of involving prohibited activities, and to report such activities to the relevant Nigerian authorities including the EFCC and NFIU.

6. Seller Obligations

  • Provide accurate and truthful product or service descriptions
  • Deliver goods or services within the agreed timeframe
  • Update delivery status promptly on the Platform
  • Respond to disputes within the required evidence submission period
  • Maintain a valid Nigerian bank account for receiving payouts

7. Buyer Obligations

  • Fund escrow transactions promptly after initiating a purchase
  • Inspect goods or services upon receipt and confirm or dispute within the required timeframe
  • Provide truthful information and evidence in any dispute
  • Not misuse the dispute process to defraud Sellers

8. Limitation of Liability

Merx’s liability as Escrow Agent is limited to the amount of funds held in escrow for the specific transaction in question. Merx is not liable for: the quality, legality, or fitness of goods or services transacted through the Platform; losses arising from Buyer or Seller fraud; delays caused by banking systems, payment processors, or third-party logistics providers; or any indirect, consequential, or punitive damages.

9. Fund Security

All escrowed funds are held in segregated accounts with CBN-licensed financial institutions. These funds are not commingled with Merx’s operational funds and are not subject to Merx’s creditors in the event of insolvency. Merx does not earn interest on escrowed funds; any incidental interest accrued is used to maintain the escrow infrastructure.

10. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

11. Contact

For questions about escrow transactions, contact us at:
Merx Africa Limited — Escrow Operations
Email: escrow@merx.com.ng
WhatsApp: +234 902 195 5842
Lagos, Nigeria