BtSh Africa Limited — Terms of Service

1. Scope & Acceptance

These Terms apply to every user of BtSh, including visitors, registered users, and any person or entity acting in any of the following roles: Shipper, Dispatcher, Carrier, Driver, Partner Manager, or any other role introduced on the Platform from time to time.

By accessing the Platform, creating an account, submitting an application, using any dashboard, or accepting any role-specific token or credential issued by BtSh, you confirm that:

• You have read, understood, and agree to be legally bound by these Terms in full.
• You have the legal capacity to enter into a binding agreement under Nigerian law.
• Where you act on behalf of a business entity, you have authority to bind that entity.

BtSh provides workflow support including: account management, load posting, assignment coordination, escrow facilitation, record keeping, payment tracking, trip logging, and commission management. The Platform is designed around minimal automation and human-led operations.

Where additional policies apply — including the Privacy Notice, Cookie Notice, and Community Guidelines — they are incorporated by reference into these Terms and form part of your binding agreement with BtSh.

2. Roles & Responsibilities

• Shipper — Posts load details and is responsible for the legality, accuracy, packaging, documentation, and insurability of goods. The Shipper is the cargo owner or their authorised representative.
• Dispatcher — Coordinates load sourcing, price negotiation, and carrier assignment. Acts as a professional intermediary. Earns structured commissions tracked by the Platform.
• Carrier — Provides trucks, drivers, and operational capacity. Bears full operational responsibility for execution, driver management, vehicle compliance, cargo handling, and transit safety. Must maintain adequate cargo and third-party liability insurance at all times.
• Driver — Executes pickup, transit, and delivery under the Carrier's authority. Must follow lawful instructions, safety protocols, and Platform trip-reporting requirements.
• Partner Manager (PM) — An independent referral partner who recruits Shippers and Carriers onto the Platform. Earns commissions on onboarding and load activity linked to their referrals. A PM is not a BtSh employee, agent, or representative.
• Admin — Manages platform operations, verification, enforcement, and dispute resolution.

BtSh does not supervise physical loading, unloading, cargo handling, or in-transit events. All parties must independently confirm identity, cargo condition, and documentation at both pickup and delivery. BtSh's records and logs are operational tools — they do not constitute independent verification of physical events.

3. Platform Fees, Commissions & Statutory Deductions

3.1 Dispatcher ↔ Carrier Commission Agreement

By accepting or executing any load coordinated via BtSh, the Carrier acknowledges and agrees that the Dispatcher is entitled to a commission equal to five percent (5%) of the agreed base freight amount payable to the Carrier for that load, unless otherwise explicitly agreed in writing within the Platform.

The Carrier authorises BtSh to record, track, and where applicable deduct or reflect such commission from settlements processed through the Platform.

3.2 Carrier ↔ Platform Fee Agreement

The Carrier agrees to pay BtSh a one percent (1%) platform usage fee calculated on the base freight of each load executed via the Platform, deducted from the Carrier's milestone payments and shown on the Load Confirmation and each Release Instruction (clause 14.7.1). This fee supports system infrastructure, compliance monitoring, escrow management, audit logging, and operational oversight.

3.3 Shipper ↔ Platform Fee Agreement

The Shipper agrees to pay BtSh a six percent (6%) platform fee calculated on the base freight amount for each load posted and executed via the Platform.

3.4 VAT Agreement (Shipper)

The Shipper acknowledges that Value Added Tax (VAT) at the prevailing statutory rate (currently 7.5% in Nigeria) shall apply to the Platform Fee only. The Shipper authorises BtSh to collect and remit VAT to the appropriate government authority as required by law.

3.5 Dispatcher Withholding Tax (WHT)

Dispatchers acknowledge that a five percent (5%) Withholding Tax (WHT) may be deducted from their commission earnings in accordance with Nigerian tax law and remitted to the appropriate government authority.

3.6 Dispatcher Platform Service Charge

Dispatchers further agree to a five percent (5%) platform service charge on earned commission to support operational infrastructure, compliance systems, and enforcement mechanisms.

3.7 Partner Manager Commission Structure

Partner Managers earn commissions on the following basis, as determined and amended by BtSh from time to time and communicated through official PM channels:

• Truck Onboarding Fee: A fixed fee per verified Carrier (truck owner) successfully onboarded and KYC-approved on the Platform through the PM's referral token, at the rate published in the PM programme materials.
• Load Commission: Ten percent (10%) of the BtSh Platform Fee collected on each load completed by a Shipper referred by the PM through their unique referral token. This commission is recurring — it applies to every completed load by referred Shippers, not only the first.

PM commissions are tracked automatically by the Platform through the PM's unique token. Commissions are not payable on referrals where the PM token was not correctly applied at registration. BtSh reserves the right to withhold or reverse commission where referral integrity cannot be verified.

3.8 Bank Charges on Payments, Refunds and Withdrawals UPDATED — v4.0

Any collection charge the Banking Provider applies to a payment into escrow is borne by the Shipper and shown before payment. Payouts, refunds and withdrawals from escrow may attract bank transfer charges, borne by the person receiving the money. See clauses 14.6.6 and 14.7.1.

3.9 Cargo Insurance Premium NEW — v3.0

BtSh is not an insurer and does not set insurance prices. Where a Shipper chooses cargo insurance through the Platform, the premium is the amount quoted by the licensed insurer for that load and is shown on the invoice before funding. Any percentage shown before an insurer's quote is an estimate only. See clause 14.7.2.

3.10 Freight Broker Loads NEW — v3.0

Fees on Freight Broker loads are those stated on the rate confirmation and invoice for that load. See clause 14.18.

4. Shipper Agreement

By using the Platform as a Shipper, you agree to the following:

• You will provide accurate, complete, and truthful load information including cargo type, weight, dimensions, pickup and delivery addresses, contact persons, time windows, and any special handling requirements.
• You warrant that you have the legal right to ship the goods described and that such goods are lawful under all applicable laws and regulations.
• You will ensure proper packaging, labelling, and documentation required by law and by the nature of the cargo prior to the truck's arrival at the pickup location.
• You will cooperate with verification, safety checks, and incident reporting as required by BtSh or applicable law.
• You acknowledge and accept the six percent (6%) Platform Fee obligation.
• You acknowledge that VAT (7.5% of Platform Fee) is payable and will be remitted by BtSh.
• You understand that refunds are subject to deductions as stated in Section 11.
• You agree that repeated escrow failures or payment defaults may result in suspension.

4.1 Shipper Escrow Consent UPDATED — v4.0

4.2 Shipper Indemnity — Carrier Verification and Pickup Acknowledgement

The Shipper acknowledges and agrees that prior to the commencement of any load journey, the Platform provides the Shipper with access to the assigned Carrier's identity, vehicle details, and driver information. By funding escrow and allowing the journey to commence, the Shipper confirms that they have reviewed the assigned Carrier's information and accept the Carrier for the execution of the load.

Accordingly, the Shipper agrees to fully indemnify, defend, and hold harmless BtSh, its officers, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or relating to:

• Loss of, damage to, or theft of cargo during transit, where the Shipper had access to and accepted the Carrier's details prior to pickup;
• Any failure by the Carrier to deliver goods in the condition received at pickup;
• Any dispute between the Shipper and Carrier arising from the physical execution of the journey after pickup has been confirmed;
• Any inaccuracy, omission, or misrepresentation in the load details provided by the Shipper;
• Any cargo that is unlawful, improperly packaged, or otherwise unsuitable for road transport as presented;
• Any claim by a third party arising from the nature, content, or condition of the Shipper's goods.

BtSh is a technology platform. It does not inspect cargo, supervise loading or unloading, or guarantee the performance of any Carrier. The Shipper's decision to allow the journey to commence — evidenced by escrow funding and the Platform's pickup confirmation record — constitutes the Shipper's unconditional acceptance of responsibility for any loss or outcome arising from the physical transit of their goods. This indemnity survives termination of the Shipper's account.

4.3 Cargo Insurance UPDATED — v3.0

The Shipper acknowledges that the Carrier's liability is limited and may not cover the full value of the goods. The Shipper is responsible for obtaining appropriate cargo insurance covering the full commercial value of the goods. BtSh is not an insurer. Where the Shipper chooses cargo insurance through the Platform, the cover and the premium are provided by a licensed insurer, and the premium is the insurer's quote for that load (clause 14.7.2). Where the Shipper does not insure, it accepts the financial risk of any loss not recoverable from the Carrier.

5. Dispatcher Agreement

By using the Platform as a Dispatcher, you agree to the following:

• You will communicate truthfully and professionally and will not misrepresent load details, cargo values, party identities, or pricing to any party on the Platform.
• You will not demand unlawful fees, hide terms, or manipulate pricing through deception or coercion.
• You will act as a coordinator and intermediary only. You will not act as a Carrier unless you are explicitly registered and verified as such on the Platform.
• You acknowledge that commissions are earned upon successful coordination, negotiation, and match confirmation, as defined by completed Platform records.
• You acknowledge the five percent (5%) Withholding Tax deduction obligation.
• You acknowledge the five percent (5%) Platform service charge on earned commission.
• You will not assign loads to unverified Carriers or facilitate the use of undocumented vehicles on the Platform.
• You will exercise reasonable due diligence in verifying Carrier capacity, vehicle readiness, and route suitability before confirming any assignment.

6. Carrier Agreement & Insurance Obligations

By using the Platform as a Carrier, you agree to the following:

• You will provide only roadworthy, mechanically sound vehicles with valid Nigerian road transport documentation, including vehicle licences, roadworthiness certificates, and all applicable permits.
• You will only deploy qualified, licensed, and sober drivers with valid Nigerian driver's licences appropriate for the vehicle class operated.
• You accept full and sole responsibility for all aspects of operational execution, including driver conduct, vehicle safety, trip integrity, cargo handling from pickup to delivery, and compliance with all applicable road transport laws and regulations in Nigeria.
• You agree to pay BtSh the stated one percent (1%) platform usage fee for each load executed via the Platform.
• You agree to pay the Dispatcher's five percent (5%) commission as recorded and tracked by the Platform.
• You will not bypass BtSh records, circumvent platform fees, or engage directly with Shippers sourced via the Platform in a manner that undermines platform integrity or agreed fee structures.

6.1 Carrier Payment Commitment UPDATED — v4.0

6.2 Mandatory Insurance Obligation

As a condition of access to the Platform, every Carrier must maintain valid and adequate insurance coverage at all times, including:

• Goods-in-Transit (GIT) or Carrier's Liability Insurance covering loss or damage arising from the Carrier's negligence or breach of duty;
• Motor vehicle third-party liability insurance as required under Nigerian law.

The Carrier shall provide proof of such insurance upon request and during compliance reviews. Failure to maintain valid insurance may result in immediate suspension.

6.3 Carrier Responsibility for Cargo

From the time of confirmed pickup until confirmed delivery, the Carrier assumes responsibility for the cargo in its custody and control and shall exercise reasonable care, skill, and diligence in the handling, transport, and delivery of such cargo.

The Carrier shall be liable for loss of or damage to cargo only to the extent that such loss or damage arises from:

• Negligence, misconduct, or breach of duty by the Carrier, its drivers, or agents;
• Failure to comply with agreed transport instructions or applicable law.

The Carrier shall not be liable for loss or damage resulting from events beyond its reasonable control, including but not limited to armed robbery, force majeure, natural disasters, or inherent defects in the goods, except where such events were contributed to by the Carrier's negligence.

6.4 BtSh Exclusion of Liability — Carrier Operations

BtSh expressly excludes all liability for any loss, damage, injury, or claim arising from the physical execution of any load by a Carrier on the Platform. The Carrier agrees to fully indemnify, defend, and hold harmless BtSh, its officers, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, penalties, and legal fees arising from the Carrier's operations, vehicle use, driver conduct, or cargo handling, whether or not such claims are brought by a Shipper, Dispatcher, Driver, third party, or government authority. This indemnity is unconditional and survives termination.

6.5 Carrier Commitment to Pickup Condition

The Carrier agrees that at the point of pickup, the Driver shall inspect the cargo, confirm the quantity, condition, and any seals or packaging presented by the Shipper, and confirm that the load details match the Platform record. Any discrepancy must be reported to BtSh Admin before the journey commences. Failure to report discrepancies before commencing transit will be treated as unconditional acceptance of the cargo as described in the Platform load record.

7. Driver Agreement

By accessing any load on the Platform — whether through the BtSh app or via btsh.africa/driver using a Driver Session Token — you agree to the following:

• You will comply with all lawful instructions from the Carrier, safety procedures, and all verification steps at pickup and delivery as required by the Platform.
• You will not tamper with cargo, packaging, seals, documents, or any proof of delivery record, whether physical or digital.
• You will keep all trip status updates on the Platform truthful, accurate, and timely. False milestone confirmations (including falsely confirming pickup or delivery) are a serious breach of these Terms and may constitute fraud.
• You will not operate a vehicle in an intoxicated, fatigued, or otherwise impaired condition.
• You acknowledge that your activity on the Platform is logged and auditable, and that false records may be used as evidence in dispute resolution or legal proceedings.
• You operate under the authority and responsibility of the Carrier who issued your Session Token. BtSh is not your employer and does not direct your operations.

8. Partner Manager Agreement

The BtSh Partner Manager (PM) Programme allows approved individuals to earn commissions by recruiting Shippers and Carriers onto the Platform. By applying for, accepting, or using a PM token, you agree to the following:

8.1 Independent Status

A Partner Manager is an independent referral partner, not an employee, agent, sub-contractor, or legal representative of BtSh. Nothing in these Terms or in any PM programme communication creates or implies an employment relationship, agency, or partnership between BtSh and the PM. The PM has no authority to make commitments, sign contracts, collect money, or act on behalf of BtSh in any capacity. Any representation to the contrary is a breach of these Terms.

8.2 PM Token Obligations

• Your PM Token is your unique platform identifier. It is personal, non-transferable, and must not be shared with or used by any other person.
• Every Carrier and Shipper you refer must use your PM Token at the point of registration. Referrals made without a correctly applied PM Token at registration are not tracked and are not eligible for commission.
• You are responsible for ensuring that referred parties use your token correctly. BtSh will not retrospectively apply tokens after registration is complete.
• You will access your PM dashboard exclusively via btsh.africa/pm-token or the official BtSh app. You will not attempt to access any other user's dashboard or data.

8.3 PM Commission Terms

• Truck Onboarding Commission: Payable at the rate published in official PM programme materials per verified Carrier successfully onboarded through your token. Payable only after full KYC verification and Admin approval.
• Load Commission: Ten percent (10%) of the BtSh Platform Fee on each load completed by a Shipper referred through your token. This is recurring — it applies to every completed load by your referred Shippers.
• Commissions are credited to your PM wallet and are withdrawable upon request, subject to applicable processing time and bank charges.
• BtSh reserves the right to withhold or reverse commission where referral integrity cannot be verified, where the PM has violated these Terms, or where the underlying load has been reversed, cancelled, or flagged for fraud.

8.4 PM Code of Conduct

• You will represent BtSh's platform features, earnings potential, and programme terms accurately and honestly at all times.
• You will not make earnings guarantees to any prospective Shipper, Carrier, or PM recruit that exceed what is published in official BtSh materials.
• You will not collect money, fees, or any form of payment from Shippers, Carriers, or any other party on behalf of BtSh or in connection with BtSh platform access.
• You will not claim to be a BtSh employee, representative, or agent in any communication, marketing material, or social media post.
• You will not use BtSh's name, logo, or brand in any material without prior written approval from BtSh.
• You will not recruit Shippers or Carriers using misleading, false, or exaggerated claims about BtSh services or earning potential.
• You will not share your PM token with any other person or allow another person to earn commissions using your token.

8.5 PM Performance Obligations

BtSh may publish minimum performance targets for PMs from time to time, communicated through official PM programme channels. Failure to meet published performance targets may result in a review of PM status, reduction in commission rates, or termination of PM programme participation at BtSh's discretion.

8.6 PM Taxes and Deductions

PM commissions are gross earnings. The PM is solely responsible for declaring and paying all applicable taxes on commission income earned through the Programme, in accordance with Nigerian tax law. BtSh may apply applicable withholding tax deductions as required by law and will notify PMs of any such deductions.

8.7 PM Programme Amendments

BtSh reserves the right to amend the PM commission structure, token rules, performance targets, and programme terms at any time with reasonable notice communicated through official PM channels. Continued participation after such notice constitutes acceptance of the amended terms.

8.8 PM Indemnity

The PM agrees to fully indemnify, defend, and hold harmless BtSh, its officers, employees, agents, and affiliates from and against any claim, loss, damage, liability, cost, or expense arising from:

• Any misrepresentation made by the PM to a prospective Shipper, Carrier, or any other party in connection with BtSh;
• Any unauthorised collection of money or fees by the PM;
• Any false claim of authority made by the PM on behalf of BtSh;
• Any breach of the PM Code of Conduct set out in Section 8.4;
• Any tax liability arising from the PM's commission income that BtSh is required to satisfy on the PM's behalf.

8.9 PM Programme Termination

BtSh may terminate a PM's participation in the Programme at any time for breach of these Terms, failure to meet performance standards, fraud, misrepresentation, or any conduct that BtSh determines to be harmful to the Platform, its users, or its reputation.

Upon termination, any unpaid commission on loads already completed before the termination date will be calculated and paid in the ordinary course. Commission on loads that had not yet completed at the time of termination will not be payable where the termination resulted from breach or fraud.

9. Acceptable Use

You must not use the Platform for any of the following purposes:

• Fraud, impersonation, identity theft, cargo theft, or the transport of illegal goods.
• Circumventing or bypassing any platform fee, commission, escrow, or record-keeping mechanism.
• Attempting to access accounts, data, or systems you do not own or control.
• Uploading malicious code, initiating denial-of-service attacks, or abusing platform endpoints.
• Harassing, threatening, or intimidating other platform users, BtSh staff, or third parties.
• Using false or misrepresented information during registration, KYC, or any platform interaction.
• Operating vehicles, handling cargo, or conducting platform activity under the influence of alcohol, drugs, or any substance impairing judgement or capacity.
• Sharing platform credentials, tokens, or access with unauthorised persons.

9.1 Impersonation — Strict Prohibition

Impersonation of any person or entity on the BtSh Platform is strictly prohibited and constitutes a serious breach of these Terms. The following acts are expressly forbidden:

• Impersonating another registered user — whether a Shipper, Dispatcher, Carrier, Driver, or Partner Manager — in any communication, transaction, or platform interaction;
• Impersonating a BtSh employee, Admin, officer, or representative in any form, including through messages, calls, social media, or in-person interactions;
• Creating a false identity, using another person's name, credentials, or identification documents to register or operate an account on the Platform;
• Misrepresenting your role, status, or authority on the Platform to gain any advantage, access, or benefit;
• Falsely claiming to act on behalf of BtSh in any communication with Shippers, Carriers, Dispatchers, Partner Managers, or any third party;
• Using another person's PM token, Driver session token, or any platform-issued credential to access the Platform or claim benefits you are not entitled to.

Any user found to have engaged in impersonation shall be subject to immediate and permanent termination of their account and forfeiture of any pending commission. Any Shipper funds in escrow are frozen and dealt with under Section 14. BtSh reserves the right to report the matter to the Nigeria Police Force, the Economic and Financial Crimes Commission (EFCC), or any other relevant law enforcement authority.

BtSh will never contact users requesting passwords, wallet PINs, or payment credentials through unofficial channels. Any communication purporting to be from BtSh that requests such information should be treated as fraudulent and reported immediately to support@btsh.africa.

10. Compliance & Verification

BtSh may require verification steps from any user including identity checks (government-issued ID), business registration verification, vehicle documentation checks, driver's licence verification, and insurance certificate uploads.

BtSh may suspend, restrict, or permanently terminate access to accounts that fail verification, submit fraudulent documents, or violate any provision of these Terms. Verification by BtSh does not constitute a guarantee or warranty by BtSh as to the fitness, honesty, or performance of any verified user.

11. Disputes, Cancellations & Refunds UPDATED — v4.0

This Section applies to every load, including standard marketplace loads, Freight Broker loads, bulk loads and loads under a scheduled payment plan. Where freight funds are concerned, the detailed rules are in the Tripartite Escrow Agreement (Section 14), which prevails.

11.1 Cancellation Before Pickup

If a funded load is cancelled before the Pickup Milestone, the Shipper is refunded the Invoice Total less the Platform Fee, less VAT, and less the Dispatcher commission (5% of base freight), because coordination has already been done (clause 14.15.1).

11.2 Cancellation After Pickup

No full refund is available after the Pickup Milestone. BtSh decides any partial refund from the GPS record, distance covered, and time and assets committed (clause 14.15.2).

11.3 When a Dispute Can Be Raised

The Shipper or the Carrier may raise a Dispute about a Milestone at any time before the Shipper confirms that Milestone. Once a Milestone has been confirmed and released it cannot be disputed and the payment is final. A later claim about the goods is between the Shipper, the Carrier and the Carrier's insurer, outside the escrow (clause 14.14).

11.4 Chargebacks

All users agree not to initiate unjustified chargebacks through their bank or payment provider. Where a chargeback is initiated without valid grounds or in violation of these Terms, BtSh may suspend accounts immediately, recover all associated costs and fees, and pursue the matter through appropriate legal channels.

11.5 How Disputes Are Decided

Disputes are raised on the Platform, or at support@btsh.africa or admin@btsh.africa. BtSh investigates using the Platform records, gives both parties its written reasons within five Business Days, and settles the funds in line with its decision. Where only part of a payment is disputed, BtSh may release the undisputed part (clauses 14.14.3 and 14.14.4).

11.6 How Refunds Are Paid

Every refund requires BtSh's review and three-officer approval, and is paid from the Escrow Account directly to the Shipper's verified bank account in its own name. Refunds are not credited to a BtSh wallet and are never paid to a third party (clauses 14.15.3 and 14.15.4).

12. Liability, Disclaimers & Indemnity

12.1 Platform Provided "As Is"

The Platform is provided on an "as is" and "as available" basis. BtSh does not guarantee uninterrupted access, error-free operation, or any specific outcome from the use of the Platform. BtSh is not liable for loss arising from platform downtime, technical errors, or the conduct or performance of any third party.

12.2 Limitation of Liability

To the maximum extent permitted by applicable law, BtSh's total aggregate liability arising out of or in connection with the Platform shall not exceed the total Platform Fees paid by the affected user in the three (3) months preceding the event giving rise to the claim.

BtSh shall not be liable for:

• Loss, damage, or delay of cargo;
• Acts or omissions of Carriers, Drivers, Dispatchers, or any third party;
• Any indirect, incidental, consequential, or economic loss including loss of profit, business, or opportunity.

All transport services are performed by independent Carriers. BtSh acts solely as a technology platform facilitating coordination and does not assume the role of a carrier, bailee, or transport operator.

12.3 No Agency or Partnership

Nothing in these Terms shall be deemed to create any partnership, joint venture, agency, or employment relationship between BtSh and any user. Each Shipper, Carrier, Dispatcher, Driver, and Partner Manager operates as an independent entity and is solely responsible for its own acts and omissions. All transport contracts are formed directly between Shippers and Carriers, on the terms recorded in the Load Confirmation. BtSh is not a party to such contracts, except in its role as escrow agent under Section 14.

13. Suspension & Termination

BtSh may suspend or terminate any user account, token, or platform access at any time, with or without prior notice, for any of the following reasons:

• Violation of any provision of these Terms;
• Suspected or confirmed fraud, identity misrepresentation, or illegal activity;
• Repeated payment defaults, escrow failures, or unresolved disputes;
• Non-payment of applicable platform fees or commissions;
• Failure to maintain valid vehicle documentation or cargo insurance (Carriers);
• Complaints from multiple users or third parties that BtSh determines to be credible;
• Any conduct that BtSh determines poses a risk to the safety, integrity, or reputation of the Platform or its users.

Users may stop using the Platform at any time, subject to all outstanding obligations, including fees, commissions, active disputes, and any verified claims against them. Termination does not extinguish any liability that arose before the termination date.

14. Tripartite Escrow Agreement (Shipper · Carrier · BtSh) UPDATED — v4.0

14.1 Parties and acceptance

14.1.1  This Agreement is made between:

• (a) BtSh Africa Limited, a company incorporated in Nigeria (RC 9659721), of No. 2 Ashabi Street, Mushin Olosha, Lagos (“BtSh”), as platform operator and escrow agent;
• (b) each business that pays for a load through the platform, including a shipper introduced by a Freight Broker (a “Shipper”); and
• (c) each truck owner or fleet operator that carries a load through the platform, including an external truck engaged for a Freight Broker load (a “Carrier”).

14.1.2  For each load, this Agreement binds BtSh, the Shipper that funds the load and the Carrier assigned to it.

14.1.3  Dispatchers and Freight Brokers are not parties to the escrow, but they accept the clauses that apply to them (clause 14.23) as a condition of using the platform. The Banking Provider is not a party to this Agreement.

14.1.4  Acceptance. Platform Shippers and Carriers accept this Agreement electronically when they register, and again for each load: the Shipper when it funds the load, and the Carrier when it accepts the load and its Load Confirmation. A Shipper introduced by a Freight Broker accepts it when it signs the rate confirmation, which links to this Agreement. No wet signature is needed. BtSh keeps a record of every acceptance (clause 14.28).

14.2 Background

14.2.1  BtSh operates btsh.africa, a freight technology platform that connects Shippers with verified Carriers through certified dispatchers and tracks each trip. Freight is paid into escrow before the truck is dispatched and is released to the Carrier in milestones.

14.2.2  Under this Agreement the Shipper's money is held in BtSh's Escrow Account with the Banking Provider, separately from BtSh's own money, as escrow funds for the Shipper and the load's beneficiaries. Money leaves the Escrow Account only when BtSh issues an approved Release Instruction showing that the Shipper has confirmed the Milestone and BtSh has approved it. This protects the Shipper, because money moves only when the Shipper confirms performance, and the Carrier, because the money is secured before the truck is dispatched.

14.3 Definitions

14.4 Appointment of BtSh as escrow agent

14.4.1  The Shipper and the Carrier each appoint BtSh as their escrow agent to: verify the parties; hold the freight funds in the Escrow Account; record the Milestone Evidence; obtain the Shipper's confirmation; decide whether each Milestone has been met; calculate the amounts due; and issue and execute Release Instructions.

14.4.2  Once a load is funded, neither the Shipper nor the Carrier may withdraw this appointment for that load until all its funds have been released or refunded.

14.4.3  BtSh is not a bank and does not take deposits. It holds freight funds only as escrow agent under this Agreement, only in the Escrow Account, and may move them only by Release Instruction under this Agreement.

14.4.4  The Banking Provider acts only on BtSh's instructions as the holder of the Escrow Account. It does not act as escrow agent or trustee for any party, does not check the physical movement of goods, and does not supervise or approve releases. BtSh alone is responsible to the Shipper and the Carrier for the correctness of each Release Instruction.

14.5 Escrow Account, Virtual Accounts and controls

14.5.1  Virtual Accounts. Each platform Shipper pays through a static Virtual Account in its own registered business name. Each Freight Broker payment request is paid through a dynamic Virtual Account in the broker shipper's company name. Both settle into the Escrow Account. Freight Broker loads may be collected through a different licensed Nigerian bank named on the rate confirmation, on the same terms as this Agreement. BtSh may share the Shipper's KYC information with the Banking Provider and its payment gateway for this purpose.

14.5.2  Funds are not BtSh's. Funds in the Escrow Account are held for the Shipper and, once a load is funded, for that load's beneficiaries. They are kept separate from BtSh's operating accounts, are not BtSh's assets, and may not be used for BtSh's expenses, lent, pledged, charged or set off by BtSh. BtSh's fees become BtSh's money only when they are paid to BtSh by a Release Instruction.

14.5.3  Account restrictions. BtSh maintains the Escrow Account so that it can be debited only by payout instructions sent from BtSh's treasury system through the Banking Provider's API. Over-the-counter withdrawals, cheques, internet-banking transfers and USSD transfers are disabled on the Escrow Account. BtSh will not ask the Banking Provider to remove these restrictions except by a resolution of its board of directors, and will give users at least 30 days' notice on the Platform before any such change takes effect.

14.5.4  Records. Each Shipper can see its Shipper Escrow Ledger on the Platform at any time: its deposits, amounts held per load, releases, refunds and withdrawals. A Shipper or Carrier may request a statement of the funds held for any of its loads, which BtSh provides within two Business Days. BtSh reconciles the Shipper Escrow Ledgers against the Banking Provider's statements every Business Day.

14.5.5  Interest. Escrow funds do not earn interest for any party.

14.6 Funding a load

14.6.1  How to pay. The Shipper funds a load only by transferring the Invoice Total to its Virtual Account. No BtSh employee, Dispatcher, Freight Broker, Partner Manager or Carrier may ask the Shipper to pay freight to any other account, and a payment made elsewhere is at the Shipper's own risk.

14.6.2  When a load counts as funded. Only when the payment has settled into the Escrow Account and BtSh has matched it to the invoice. A balance shown before settlement is provisional and does not allow the truck to be dispatched.

14.6.3  Funding window. After a truck is matched, the Shipper must fund within 6 hours (VIP), 12 hours (URGENT) or 24 hours (STANDARD), and early enough for settlement before the planned pickup.

14.6.4  Held per load. Once funded, the Invoice Total is held against that load and can leave the Escrow Account only by Release Instruction.

14.6.5  Funded status shown to the Carrier. Once a load is funded, the Platform shows the Carrier the load's Funded status and the amount held. The Carrier is not required to dispatch a truck to pickup until the load shows as Funded.

14.6.6  Collection charge. Any collection charge the Banking Provider applies to a payment is borne by the Shipper and shown before payment.

14.7 Fees and deductions

14.7.1  The following amounts apply to every platform load and are shown line by line in the Load Confirmation and in each Release Instruction:

14.7.2  Insurance. BtSh is not an insurer and does not set insurance prices. Where a Shipper chooses cargo insurance through the platform, the premium is the amount quoted by the licensed insurer for that load and is shown on the invoice before funding. Any percentage shown before an insurer's quote is an estimate only.

14.7.3  Freight Broker loads use the fees stated on the rate confirmation and invoice for that load (clause 14.18).

14.7.4  Partner Manager, Enterprise Partner Manager and referral commissions are paid by BtSh from its own income and never from escrow.

14.7.5  A change to any rate applies only to loads posted after BtSh publishes it, never to funds already held.

14.7.6  Terms fixed at acceptance. When the Carrier accepts a load, the BF and the Carrier's deductions stated in the Load Confirmation are fixed for that load. No new deduction may be made from the Carrier's payment, and the funds held for the load may not be redirected, without the Carrier's written consent, except for: (a) an amount withheld or settled under a Dispute (clause 14.14); (b) a carrier-delay deduction (clause 14.13.3); (c) recovery of a mobilisation advance (clause 14.12); (d) a deduction required by law; or (e) a cancellation settlement (clause 14.15).

14.8 Release conditions

14.8.1  Pickup Milestone. The Pickup Milestone is met when all of the following are recorded:

• (a) the assigned driver has passed face liveness and face-match checks against the approved driver's photo, and the truck's number plate has been read and matched, at the start of the driver session;
• (b) the driver's phone has recorded entry into the pickup geofence (a radius set for the load, 300 metres by default), after which the driver has marked the cargo as picked up;
• (c) the Shipper has confirmed pickup, producing Shipper Confirmation Proof (clause 14.9);
• (d) the Dispatcher has confirmed pickup; and
• (e) BtSh has reviewed the Milestone Evidence, found it consistent with the load record, and approved the release, with no Dispute or freeze open on the load.

14.8.2  Delivery Milestone. The Delivery Milestone is met when the driver's phone has recorded entry into the delivery geofence after tracked movement from pickup, the driver has marked the load delivered, any Detention charged to the Shipper has been funded (clause 14.13), the Shipper has confirmed delivery with Shipper Confirmation Proof, the Dispatcher has confirmed delivery, and BtSh has approved the release.

14.8.3  No release by lapse of time. A Milestone payment is never released because a period of time has passed. It is released only when the Shipper has confirmed the Milestone and BtSh has approved the release. There is no waiting period after confirmation and approval.

14.8.4  Confirm or dispute. A Shipper that does not accept a Milestone must raise a Dispute instead of confirming (clause 14.14). Confirmation must not be unreasonably withheld.

14.8.5  Time to respond. The Shipper must confirm or dispute each Milestone within 24 hours after the Milestone Evidence is posted on the Platform. If it does neither, BtSh contacts the Shipper and shows the Carrier that the Milestone is awaiting the Shipper. A Shipper that repeatedly or deliberately leaves Milestones unanswered is in breach of this Agreement and may be restricted or suspended.

14.9 Shipper Confirmation Proof

14.9.1  Every Milestone release requires Shipper Confirmation Proof, which is attached to the Release Instruction and records:

• (a) the Shipper user who confirmed, its role in the Shipper's organisation, and the confirmation statement it accepted;
• (b) the date and time, IP address and device of the confirmation;
• (c) the result of the Shipper's on-site checkpoint: face verification of the person confirming, the truck plate read, and the GPS position where the checkpoint was done (or, where the checkpoint was not used, the fact that it was skipped);
• (d) for an external truck, the waybill or proof of delivery and photos the Shipper confirmed; and
• (e) a fingerprint (SHA-256 hash) of these records, so that any later change is detectable.

14.9.2  A Release Instruction without Shipper Confirmation Proof for its Milestone is invalid, except a cancellation, Dispute or withdrawal instruction issued under clauses 14.14 to 14.16.

14.10 Release Instructions

14.10.1  Types. BtSh issues these Release Instructions:

14.10.2  Content. Each Release Instruction states: the load (if any); the Shipper; the amount held, amounts already released, the amount to release and the balance after; each beneficiary's role, account name, account number, bank and amount; the Milestone Evidence summary; the Shipper Confirmation Proof; the Dispatcher's confirmation; any Dispute decision or cancellation approval; and the BtSh officers who approved it.

14.10.3  Approval. Three different BtSh officers approve every Release Instruction: one prepares it, a second checks it, and a third sends it after re-authenticating with password and multi-factor authentication.

14.10.4  Signature and execution. BtSh signs each Release Instruction digitally, and each one can be checked at verify.btsh.africa. An approved Release Instruction is executed by BtSh's treasury system through the Banking Provider's payout API, normally within one Business Day of approval. If the Banking Provider rejects or reverses a payment (for example, after a failed name enquiry), the funds remain in the Escrow Account and BtSh corrects the issue and issues a new instruction.

14.10.5  Visibility. The Shipper, the Carrier and the Dispatcher can see each Release Instruction that concerns them, with its reference, amounts and status.

14.11 Payment schedule

14.11.1  Each funded platform load is paid out in two Milestones:

14.11.2  Example. For a base freight of ₦1,000,000 with no insurance, Detention or other adjustments, the Shipper pays ₦1,064,500. At Pickup, ₦469,500 is released: Carrier ₦376,000, Dispatcher ₦22,500, withholding tax ₦1,250, BtSh ₦65,250 and VAT ₦4,500. At Delivery, ₦595,000 is released: Carrier ₦564,000, Dispatcher ₦22,500, withholding tax ₦1,250 and BtSh ₦7,250. Nothing is then left held for the load.

14.12 Mobilisation advance

14.12.1  A Carrier may request an advance before pickup of up to the lower of 20% of BF and 40% of the Carrier net. If the Shipper and BtSh approve it on the platform, BtSh issues an ADVANCE_RELEASE, and the advance is deducted from the Carrier's pickup payment.

14.12.2  If the trip does not go ahead because of the Carrier, the Carrier must repay the advance, and BtSh may deduct it from the Carrier's future payments.

14.13 Detention and carrier delay

14.13.1  Agreed terms. The free waiting period and the Carrier's hourly and overnight Detention rates are fixed in the Load Confirmation before the load is funded. Waiting time is measured from the truck's recorded arrival in the geofence.

14.13.2  Detention caused by the Shipper. Where the Shipper or its consignee keeps the truck beyond the free waiting period, BtSh calculates the Detention charge from the recorded times and agreed rates. The Shipper must fund that charge into escrow before the Delivery Milestone can be confirmed and released. The DELIVERY_RELEASE then pays the Detention charge to the Carrier together with the Carrier's delivery payment.

14.13.3  Carrier delay. Where the Carrier arrives at delivery later than its committed transit time plus a two-hour grace period and BtSh finds the Carrier responsible, the approved amount is deducted from the Carrier's remaining release and refunded to the Shipper in the same DELIVERY_RELEASE.

14.13.4  Every Detention or delay decision carries BtSh's written reasons and the timestamps it relies on, and either party may dispute it under clause 14.14 before the Delivery Milestone is confirmed.

14.14 Disputes, holds and freezes

14.14.1  When a Dispute can be raised. The Shipper or the Carrier may raise a Dispute about a Milestone at any time before the Shipper confirms that Milestone, on the platform or at support@btsh.africa or admin@btsh.africa.

14.14.2  Confirmation is final. Once the Shipper has confirmed a Milestone and it has been released, it cannot be disputed and the release cannot be reversed. A later claim about the goods (for example loss or damage discovered after delivery was confirmed) is between the Shipper and the Carrier and the Carrier's insurer, outside the escrow.

14.14.3  Effect of a Dispute. While a Dispute is open, BtSh issues no Release Instruction for the disputed amount, and the funds stay in the Escrow Account. Where only part of a Milestone payment is disputed, BtSh may release the undisputed part.

14.14.4  Decision. BtSh investigates using the platform records (GPS, timeline, checkpoints, photos, documents and messages), gives both parties its written reasons within five Business Days of the Dispute being raised (or, where it reasonably needs more evidence, tells both parties why and when it expects to decide), and releases the funds with a DISPUTE_SETTLEMENT that carries the decision.

14.14.5  Freezes. BtSh may freeze a load or a user where it reasonably suspects fraud, a breach of this Agreement or unlawful activity. A frozen load produces no Release Instruction until the freeze is lifted.

14.14.6  Legal holds. The Banking Provider may hold funds where the law, a regulator or a court requires, and BtSh cannot release funds under such a hold.

14.15 Cancellations and refunds

14.15.1  Before pickup. If a funded load is cancelled before the Pickup Milestone, the Shipper is refunded the Invoice Total less the Platform Fee, less VAT, and less the Dispatcher commission (5% of BF), because coordination has already been done. If the Carrier has already driven to the pickup point, BtSh may award it reasonable compensation out of the refund, with reasons, and pays it before the refund.

14.15.2  After pickup. No full refund is available after the Pickup Milestone. BtSh decides any partial refund from the GPS record, distance covered, and time and assets committed. Funds not yet released stay in the Escrow Account until the decision.

14.15.3  How refunds are paid. Every refund is paid from the Escrow Account on a CANCELLATION_SETTLEMENT, directly to the Shipper's bank account on record, which must be in the Shipper's own name and verified by name enquiry. Refunds are never paid to a third party.

14.15.4  Approval. No refund is automatic or self-service. Every refund needs BtSh's review and the same three-officer approval as any other Release Instruction.

14.16 Shipper withdrawals

14.16.1  A Shipper may withdraw its Unallocated Balance at any time by making a withdrawal request to BtSh on the platform. Funds held against a load cannot be withdrawn.

14.16.2  BtSh checks the request and issues a SHIPPER_WITHDRAWAL, with the same three-officer approval, paying the amount to the Shipper's verified bank account in its own name. The Shipper cannot debit the Escrow Account itself.

14.16.3  Bank transfer charges on a withdrawal are borne by the Shipper.

14.17 Late or failed funding

14.17.1  If the Shipper does not fund within the funding window, the load may be rematched or closed without liability to BtSh or the Carrier. Repeated failures, reversals or deliberate avoidance of payment may lead to restriction or suspension of the Shipper's account. Bank charges on a reversed payment are borne by the Shipper.

14.18 Freight Broker loads

14.18.1  How they differ. A Freight Broker is a BtSh dispatcher approved to bring its own shippers. The broker agrees the rate with its shipper, and the shipper signs a rate confirmation before paying. Freight Broker loads are paid and released through a separate Broker Treasury process described in this clause. All other clauses of this Agreement apply to them unless this clause says otherwise.

14.18.2  Payment accounts. Each payment request on a Freight Broker load has its own dynamic Virtual Account in the broker shipper's company name, valid for 24 hours, with the collecting bank named on the rate confirmation. If it expires unpaid, a new one is issued when the shipper reopens the payment link. The amount to pay includes any collection charge, so the exact amount due settles into escrow.

14.18.3  Payment plans. The rate confirmation states one of these plans:

14.18.4  Instalments are held until their Milestone. Each instalment settles into escrow and is held until the Milestone it relates to is confirmed by the broker shipper and approved by BtSh. It is then released by a BROKER_INSTALMENT_RELEASE. The advance is released to the Carrier once the assigned truck has been verified and dispatched to pickup, as stated in the rate confirmation.

14.18.5  External trucks. Where the Freight Broker engages a truck that is not on the BtSh app, the broker submits the truck, driver and Carrier bank details, and BtSh verifies them before matching. Without the driver app there is no GPS geofence. The Milestone Evidence is instead the signed waybill at pickup, the proof of delivery, and photos, confirmed by the broker shipper with Shipper Confirmation Proof and approved by BtSh. The Carrier's bank account must pass name enquiry.

14.18.6  Broker Treasury. Broker payments and releases are processed in their own treasury queue, separate from platform loads, with the same three-officer approval and Release Instruction rules.

14.18.7  The Freight Broker's pay. The Freight Broker is paid the dispatcher commission on its loads from escrow, on the same Milestones. It never receives the shipper's freight money.

14.19 Carrier payment commitment

14.19.1  For every funded load, BtSh undertakes to each Carrier that has performed its obligations to issue the Pickup and Delivery Release Instructions as soon as the Shipper has confirmed the Milestone and BtSh has approved it.

14.19.2  Because the money is secured in the Escrow Account before the truck is dispatched and is held separately from BtSh's own money, the Carrier's payment does not depend on BtSh's own finances or on the Shipper paying later.

14.20 BtSh's obligations

14.20.1  BtSh shall:

• (a) verify every Shipper, Carrier, driver, truck, Dispatcher and Freight Broker before they transact;
• (b) run the tracking, geofences, identity checks and confirmation steps in this Agreement, and keep the records for at least 6 years;
• (c) issue Release Instructions only when this Agreement allows, with accurate amounts, Milestone Evidence and Shipper Confirmation Proof;
• (d) keep its signing keys and systems secure, with three-officer approval and a tamper-evident audit trail of every treasury action;
• (e) reconcile its records with the Banking Provider's statements every Business Day;
• (f) use the Escrow Account only for freight funds, keep it separate from its operating accounts, and maintain the account restrictions in clause 14.5.3; and
• (g) never ask or allow anyone to pay freight outside a Virtual Account.

14.21 The Shipper's obligations

14.21.1  The Shipper shall:

• (a) give accurate load details, including cargo description, weight, value, and pickup and delivery addresses;
• (b) ensure the cargo is lawful, properly packed and ready at the agreed pickup time;
• (c) review the assigned Carrier, truck and driver details shown before pickup. By funding the load and allowing the trip to begin, the Shipper accepts that Carrier for the load;
• (d) confirm each Milestone truthfully within the time in clause 14.8.5, or raise a Dispute before confirming if it does not accept it;
• (e) fund any Detention it is responsible for before delivery is confirmed;
• (f) keep its bank account for refunds and withdrawals up to date and in its own name; and
• (g) not initiate a chargeback or payment reversal without valid grounds.

14.22 The Carrier's obligations

14.22.1  The Carrier shall:

• (a) use only the truck and driver approved (or, for an external truck, verified) and assigned to the load;
• (b) keep the truck, driver licence, vehicle papers and mandatory goods-in-transit insurance valid throughout the trip;
• (c) keep the driver session and GPS active from pickup to delivery, or for an external truck provide the signed waybill and proof of delivery;
• (d) inspect the cargo at pickup and record any visible damage or shortage before loading;
• (e) deliver to the agreed address within its committed transit time; and
• (f) accept payment only from the Escrow Account, to a bank account in its own name that has passed name enquiry.

14.22.2  Responsibility for cargo. From pickup to delivery the cargo is in the Carrier's care. A problem with the goods must be raised as a Dispute before the Shipper confirms delivery. After confirmation, claims are between the Shipper, the Carrier and the Carrier's insurer.

14.23 Dispatchers and Freight Brokers

14.23.1  The Dispatcher agrees that its commission is paid only from escrow under this Agreement, with the deductions in clause 14.7, and only after it has confirmed the Milestone truthfully. A Dispatcher who confirms a Milestone it knows to be false forfeits its commission on that load and may be removed from the platform.

14.23.2  A Freight Broker agrees that its shippers pay only into their own Virtual Accounts, and that it will not receive, hold or redirect a shipper's freight payment.

14.24 Liability and indemnity

14.24.1  BtSh's role. BtSh is a technology platform and escrow agent. It is not a carrier, freight forwarder, bank or insurer, and does not inspect, handle or transport goods.

14.24.2  BtSh's liability. BtSh is responsible for holding the escrow funds and issuing and executing Release Instructions correctly under this Agreement. Its total liability to a party for any load is limited to the Invoice Total for that load, except for fraud or wilful misconduct.

14.24.3  Shipper indemnity. The Shipper indemnifies BtSh against claims arising from inaccurate load details, unlawful or unsuitable cargo, or third-party claims about the nature of its goods.

14.24.4  Carrier indemnity. The Carrier indemnifies BtSh against claims arising from loss of or damage to cargo in its care, road incidents, and breaches of law by the Carrier or its driver.

14.24.5  No party is liable for indirect or consequential loss.

14.25 If BtSh cannot act

14.25.1  Funds in the Escrow Account are held for the Shippers and the beneficiaries of each funded load. They do not form part of BtSh's assets available to its creditors if BtSh becomes insolvent.

14.25.2  If BtSh is unable to issue Release Instructions for 30 consecutive days (for example because of insolvency), BtSh, acting through its directors or any liquidator, receiver or administrator appointed over it, shall:

• (a) refund to each Shipper the funds held for any load that has not reached the Pickup Milestone, and any Unallocated Balance, using the Shipper Escrow Ledger; and
• (b) for loads beyond pickup, release the funds on the joint written instruction of the Shipper and the Carrier, or under a court order, using the Milestone Evidence already recorded.

14.25.3  The Shipper and the Carrier may rely on this Agreement, the Shipper Escrow Ledger and the Milestone Evidence before the Banking Provider or any court as evidence of their entitlement to the funds.

14.26 Confidentiality and data protection

14.26.1  Each party keeps the others' non-public information confidential and uses it only for the load concerned. Shippers and Carriers must not use the platform to contact each other in order to bypass it.

14.26.2  BtSh processes personal data under the Nigeria Data Protection Act 2023 and shares with the Banking Provider and its payment gateway only what the escrow requires, including KYC information and the payment details needed to execute Release Instructions.

14.27 Records and evidence

14.27.1  The platform's records (GPS points, geofence events, identity-check results, timestamps, checkpoints, confirmations, documents, messages and Release Instructions) are the primary evidence of what happened on a load. Each party may request a copy of the records for its own loads.

14.28 Electronic acceptance

14.28.1  This Agreement is accepted electronically, and each party agrees that its electronic acceptance binds it as if it had signed. The platform's acceptance records are admissible as evidence under the Evidence Act 2011.

14.29 Resolving disagreements

14.29.1  A disagreement about a load is first handled through the Dispute process in clause 14.14. A complaint about the Banking Provider's execution of a payment may be raised with BtSh, which will pursue it with the Banking Provider.

14.29.2  If not resolved within 30 days of BtSh's decision, a party may refer the matter to mediation in Lagos and then to the courts of Lagos State.

14.30 General

14.30.1  Precedence. For escrow, funding, releases, refunds and withdrawals, this Agreement prevails over any other part of the BtSh Terms of Service.

14.30.2  Changes. BtSh publishes any change on the platform at least 14 days before it applies. A change never affects funds already held for a load.

14.30.3  Banking Provider. BtSh may change the Banking Provider on 30 days' notice to users. Funds held at the time of a change remain protected by this Agreement throughout the transfer.

14.30.4  Severability. An invalid provision is modified to the minimum extent needed, and the rest continues in force.

14.30.5  Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria.

14.30.6  Notices to BtSh go to admin@btsh.africa and No. 2 Ashabi Street, Mushin Olosha, Lagos. Notices to users go to their registered email and platform inbox.

15. Platform Governance & Enforcement

BtSh Admin reserves the right to investigate any transaction, review communication logs, analyse financial records, access GPS data, and enforce corrective action where necessary to maintain platform integrity.

Enforcement actions available to BtSh Admin include, without limitation:

• Temporary suspension of user accounts or wallet access;
• Permanent termination of accounts for confirmed fraud, abuse, or repeated violation;
• Financial adjustments, fee recovery, or commission reversal based on verified investigation;
• Restriction of wallet or withdrawal privileges pending investigation;
• Reporting of suspected illegal activity to relevant Nigerian law enforcement authorities.

15.1 Admin Direct Account Access

By registering on and using the BtSh Platform, every user expressly consents to BtSh Admin accessing their account directly, without prior notice, where BtSh Admin determines that such access is necessary for:

• Operational support — assisting a user with a technical issue or user error where the user has requested or consented to such assistance;
• Compliance review — verifying that a user's account activity complies with these Terms and applicable Nigerian law;
• Dispute investigation — reviewing account records as part of a formal dispute or complaint investigation;
• Fraud investigation — investigating suspected fraudulent activity, account compromise, or suspicious transaction patterns;
• Enforcement action — taking corrective steps where a verified breach of these Terms has been identified;
• Platform integrity — any other operational reason BtSh Admin determines in good faith to be necessary for the proper functioning or security of the Platform.

All Admin access events are logged in the Platform's audit trail with a timestamp, the Admin's identifier, and the reason for access. Admin access does not constitute a waiver of any right BtSh holds under these Terms.

16. Wallet, Escrow Records & Withdrawals UPDATED — v4.0

Freight funds are held in BtSh's dedicated Escrow Account with the Banking Provider, not in BtSh wallets. The wallet screens on the Platform are records: they show a Shipper's deposits, amounts held per load, releases, refunds and Unallocated Balance, and show Carriers and Dispatchers their earnings and the Release Instructions that paid them. They are not bank accounts and do not earn interest.

• Carriers and Dispatchers are paid from the Escrow Account into their verified bank accounts, on Release Instructions executed through the Banking Provider's payout API (clause 14.10).
• A Shipper withdraws its Unallocated Balance by making a withdrawal request to BtSh, which issues a SHIPPER_WITHDRAWAL instruction. Funds held against a load cannot be withdrawn (clause 14.16).
• Each Shipper can see its Shipper Escrow Ledger on the Platform at any time, and any Shipper or Carrier may request a statement of the funds held for its loads (clause 14.5.4).
• The Escrow Account can be debited only through the Banking Provider's API; over-the-counter, internet-banking and USSD debits are disabled (clause 14.5.3).
• Users are responsible for giving correct bank details in their own name. BtSh verifies them by name enquiry but is not liable for losses caused by incorrect details a user provided.
• BtSh may freeze a load or a user where it reasonably suspects fraud, chargeback activity or a breach of these Terms, pending investigation (clause 14.14.5).
• A payment counts as funding for a load only once it has settled into the Escrow Account (clause 14.6.2).

17. Contact & Governing Law

For support, compliance inquiries, dispute submissions, or legal notices, contact BtSh through the following official channels:

• Support: support@btsh.africa
• Admin: admin@btsh.africa
• Platform: btsh.africa
• Phone / WhatsApp: 07081055950

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising under these Terms that cannot be resolved through BtSh's internal dispute process shall be subject to the jurisdiction of the appropriate Nigerian courts.

17.2 Severability NEW — v2.0

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Entire Agreement NEW — v2.0

These Terms, together with BtSh's Privacy Notice, Cookie Notice, and Community Guidelines, constitute the entire agreement between BtSh and the user with respect to the Platform and supersede all prior agreements, representations, or understandings.

17.4 Version History NEW — v2.0