Acceptance of terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and Africa Acquisition Limited ("Africa Acquisition", "we", "us"), incorporated in the Federal Republic of Nigeria.
These Terms apply to all users: buyers browsing and acquiring businesses, sellers listing businesses, and all visitors to africaacquisition.com.
If entering into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity, and references to "you" include that entity.
If you do not agree to these Terms, you must cease use of our platform immediately.
Definitions
"Platform"The Africa Acquisition website, application, and all associated services.
"Listing"A business presented for sale by a Seller, including all associated documentation.
"Seller"A User who lists a business for sale on the Platform.
"Buyer"A User who browses Listings and/or makes offers to acquire businesses.
"KYC"Know Your Customer — Africa Acquisition's identity, business, and revenue verification process.
"Trust Badge"Verification indicator displayed on Listings that have passed KYC.
"Data Room"NDA-protected document repository accessible to Buyers after signing a Non-Disclosure Agreement.
"NDA"Non-Disclosure Agreement signed by Buyers before Data Room access.
"LOI"Letter of Intent — non-binding document outlining proposed deal terms.
"SPA"Sale and Purchase Agreement — the binding legal contract governing an acquisition.
"Escrow"Africa Acquisition holds transaction funds pending completion of agreed conditions.
"Closing Fee"Success fee charged upon completion, as a percentage of final sale price.
"Listing Fee"Monthly fee charged to Sellers per active Listing.
"Buyer Membership"Annual subscription for access to verified financials, Data Rooms, and AI diligence tools.
Platform & services
What we provide
Africa Acquisition operates a curated marketplace connecting Sellers of digital and online businesses with qualified Buyers. Services include: listing management, KYC verification, NDA-protected Data Rooms, deal pipeline management, escrow payment processing, AI-assisted due diligence tools, and deal advisory services.
Nature of our role
Africa Acquisition is a marketplace platform and intermediary. We are not a party to any transaction between Buyers and Sellers. We do not acquire, own, or sell any businesses listed. We facilitate introductions, verification, and transaction infrastructure — but the commercial agreement for any acquisition is exclusively between the Buyer and Seller.
No guarantees on transactions
While we conduct KYC verification, we do not guarantee:
- That any Listing fully and accurately reflects the financial condition of the business
- That any business will sell within a particular timeframe or at a particular price
- That due diligence will uncover all material risks
- That Buyers or Sellers will fulfil their SPA obligations
Eligibility
To use the Platform, you must:
- Be at least 18 years of age
- Have the legal capacity to enter into binding contracts in your jurisdiction
- Not be prohibited from receiving our services under applicable law
- Not have been previously suspended or banned from the Platform
- Provide accurate, current, and complete information at all times
Africa Acquisition may verify your eligibility at any time and suspend or terminate your account if eligibility requirements are not met.
Accounts & security
Account responsibility
You must provide accurate information when creating your account and keep it updated. You are solely responsible for all activities under your account and must:
- Use a strong, unique password and enable two-factor authentication
- Not share account credentials with any third party
- Immediately notify us at security@africaacquisition.com if you suspect unauthorised access
- Not use automated tools to access the Platform without written permission
One account per entity
Each individual or legal entity may maintain only one account. Multiple accounts for the same entity are prohibited and may result in suspension of all associated accounts.
Seller obligations
Listing accuracy
By submitting a Listing, you represent and warrant that:
- All financial information is accurate and verifiable against bank statements
- All add-backs are legitimate, documented, and consistent with normal business operations
- You are the legal owner of the business or have authority to sell it
- The business is not subject to undisclosed liens, litigation, or regulatory investigations
- All intellectual property is legally owned or properly licensed
- You will promptly disclose any material changes to the business during the listing period
KYC cooperation
Sellers must cooperate fully with KYC verification, providing accurate documents within specified timeframes. Attempting to circumvent KYC is a material breach of these Terms.
LOI exclusivity
During any exclusivity period you grant in writing following a signed LOI, you must not accept offers from, or grant data room access to, any party outside the Platform without the Buyer's written consent.
Buyer obligations
NDA obligations
By signing an NDA to access a Data Room, you commit to strict confidentiality. You must not:
- Share Data Room documents with any party not named in the NDA
- Use information from a Data Room to compete with the Seller or solicit their customers, employees, or suppliers
- Retain copies of Data Room documents beyond what is necessary for potential legal reference
Due diligence responsibility
Buyers are solely responsible for independent due diligence. Africa Acquisition's tools are aids, not substitutes, for professional legal and financial advice. Engage independent counsel and specialists appropriate to the deal size before signing any SPA.
Good faith
Buyers must conduct all negotiations in good faith and must not make offers with no genuine intent to proceed or use the due diligence process solely to extract confidential information.
Fees & payments
Seller fees
- Listing Fee (monthly): $10/mo for asking price under $100K · $30/mo for $100K–$500K · $50/mo for over $500K
- Closing Fee (on sale): 8% for deals under $100K · 7% for $100K–$500K · 6% for over $500K, on the final agreed sale price
Listing Fees are non-refundable. Closing Fees are deducted automatically from Escrow funds before release to the Seller.
Buyer fees
Buyer Membership is $280/year, non-refundable after 30 days. A transaction processing fee of 0.5–1% applies when funding Escrow, depending on currency and payment method.
Tax
You are solely responsible for all taxes applicable to your use of the Platform or any transaction completed through it. Our fees exclude VAT and other applicable taxes.
Escrow & transactions
How Escrow works
Africa Acquisition holds transaction funds in a segregated account and releases them only upon: (a) a signed completion certificate from both parties; (b) expiration of the 72-hour verification window without a dispute; or (c) resolution of a dispute through mediation or arbitration.
Completion certificate
Once both parties sign the digital completion certificate, the Escrow release is final and irreversible. Do not sign until you have verified that all assets have been transferred and are functioning as described in the SPA.
Disputes
Buyers must raise disputes within the 72-hour verification window. Disputes raised after this window or after the completion certificate has been signed cannot be processed through the Escrow mechanism and are governed by the parties' SPA.
KYC & compliance
All Sellers must complete KYC before their Listing is published. We may also conduct KYC on Buyers for high-value transactions or as required by AML regulations. Ongoing obligations include promptly notifying Africa Acquisition of any material changes to verified information during the listing period. We maintain an AML programme in compliance with Nigerian AML law and may decline to process transactions presenting AML risk.
Intellectual property
Africa Acquisition's IP
The Platform, its source code, algorithms, brand marks, and all content we produce are the exclusive property of Africa Acquisition Limited. You may not copy, reproduce, distribute, or create derivative works without written permission.
Your content
You retain ownership of Content you submit. By submitting, you grant Africa Acquisition a non-exclusive, royalty-free, worldwide licence to use, store, and display that Content solely to operate and improve the Platform.
Prohibited conduct
- Submit false, misleading, or unverifiable financial information in a Listing or during KYC
- List a business you do not own or have authority to sell
- Circumvent or attempt to circumvent KYC verification
- Contact Sellers or Buyers outside the Platform to avoid platform fees
- Use the Platform to facilitate money laundering, fraud, or illegal activity
- Scrape, reverse-engineer, or extract data using automated tools without permission
- Interfere with or disrupt the Platform or its infrastructure
- Use information from Data Rooms for any purpose other than evaluating the specific acquisition
- Engage in shill bidding, artificially inflating deal interest, or market manipulation
- Share or licence your Buyer Membership to any third party
Liability & disclaimers
Disclaimer of warranties
THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of liability
AFRICA ACQUISITION'S AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) USD $10,000. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY.
Indemnification
You agree to indemnify and hold harmless Africa Acquisition and its officers, employees, and agents from any claims, liabilities, damages, and costs arising from: (a) your use of the Platform; (b) breach of these Terms; (c) Content you submit; (d) violation of any law or third-party right; or (e) any misrepresentation in a Listing, KYC submission, or Data Room document.
Termination
By you
You may close your account at any time by contacting accounts@africaacquisition.com. Active Listings will be delisted; Listing Fees already paid are non-refundable. Transactions in progress must be completed or formally terminated per the relevant LOI or SPA.
By us
We may suspend or terminate your account immediately if you have materially breached these Terms, provided false information, engaged in fraudulent or illegal conduct, or violated applicable law. Fee obligations and provisions that should survive termination (liability, indemnity, governing law) shall survive.
Dispute resolution
Good faith negotiation (30 days): Parties must first attempt resolution through written negotiation, setting out the nature of the dispute and proposed resolution.
Mediation (30–60 days): If unresolved, the parties submit to non-binding mediation by an agreed mediator, costs shared equally.
Binding arbitration: Unresolved disputes are submitted to final binding arbitration in Lagos, Nigeria, administered by the Lagos Court of Arbitration (LCA). Conducted in English by a sole arbitrator. The award is final and enforceable in any court of competent jurisdiction.
Class action waiver: Disputes shall be resolved only on an individual basis. Class, consolidated, or representative actions are waived.
Either party may seek urgent injunctive relief from any court of competent jurisdiction without first engaging the above process.
Governing law
These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law provisions. For disputes not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.
General provisions
Entire agreement
These Terms, together with our Privacy Policy and any other incorporated policies, constitute the entire agreement between you and Africa Acquisition regarding the Platform.
Severability
If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
Assignment
You may not assign your rights without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or asset sale, upon 30 days' notice.
Force majeure
Neither party is liable for failure to perform due to circumstances beyond their reasonable control, including natural disasters, government actions, or internet disruptions, provided prompt notice and reasonable mitigation efforts.
Contact
Legal enquiries
legal@africaacquisition.com
Platform support
hello@africaacquisition.com
Registered address
Africa Acquisition Limited Victoria Island, Lagos Nigeria
Registration number
RC 2316497 Corporate Affairs Commission, Nigeria