Terms and Conditions

1. Introduction

These Terms and Conditions govern access to and use of Midman, available at https://midman.app (the “Platform”).

The Platform is operated by Middleman Global Solutions Limited (“Middleman”, “we”, “us” or “our”).

Middleman facilitates agreements and transactions between buyers and sellers and provides transaction management, payment coordination and escrow-related services through its supported payment arrangements.

These Terms explain the conditions governing transactions, the responsibilities of users, the handling of disputes, the release and refund of funds, and the circumstances in which transactions or withdrawals may be restricted.

By creating an account or using the Platform, you agree to these Terms and Conditions and our Privacy Policy, subject to applicable law.

2. About the Service

Middleman enables users to create transaction agreements, invite counterparties, fund transactions through supported payment methods, confirm delivery or performance, and resolve disagreements through the Platform's dispute-resolution process.

Customer funds are handled through payment arrangements involving authorised third-party payment service providers. The applicable arrangements determine how payments are received, processed, held, released and refunded.

Middleman does not act as the buyer or seller of the goods or services exchanged between users. Unless expressly agreed otherwise in writing, the underlying transaction is between the participating users.

Users are responsible for ensuring that their transaction agreements accurately describe the goods or services, price, delivery obligations, deadlines, acceptance conditions and other material terms.

Nothing in these Terms excludes any responsibility that Middleman has under applicable law.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years old.
• Have the legal capacity to enter into binding agreements.
• Provide accurate and current account information.
• Use the Platform for lawful purposes.
• Comply with these Terms and applicable laws.

You must not impersonate another person, misrepresent your authority, or use the Platform on behalf of another person without proper authorisation.

Middleman may restrict access to particular features where verification or additional information is required.

4. Account Registration and Security

Users must create an account where required to access the Platform's services.

You agree to provide accurate information, keep your login credentials secure, maintain current contact details, and notify Middleman promptly if you suspect unauthorised access.

You are responsible for protecting your account and for activity properly authorised through it, subject to applicable law and any investigation into suspected account compromise.

Middleman may restrict account access where reasonably necessary to protect users, investigate suspected misuse, or comply with legal or payment-provider requirements.

5. Transaction Agreements

Users may create transaction agreements and invite other users to participate.

Before funding a transaction, both parties should review and agree on:

• The identities of the buyer and seller.
• The goods or services being exchanged.
• The agreed amount and currency.
• Delivery or performance requirements.
• The applicable transaction deadline, if one is set.
• The conditions for confirming satisfactory delivery.
• Applicable cancellation and dispute procedures.

Users are responsible for reviewing the agreement before accepting it. Middleman is not responsible for the independent quality or performance of a seller's goods or services, but may assess relevant evidence when resolving a dispute.

Users must not knowingly create fictitious transactions, submit false information, or manipulate transaction outcomes.

6. Funding and Deposits

Transactions may be funded using payment methods supported by the Platform.

By funding a transaction, you confirm that you are authorised to use the payment method, that the transaction is lawful, and that the payment is not knowingly connected to fraud or other prohibited activity.

A payment instruction is not necessarily proof that a deposit has been successfully completed. Payment status depends on confirmation from the relevant payment service provider and the Platform's transaction records.

Where a payment is pending, failed, duplicated, reversed or inconsistent with the expected transaction status, Middleman may investigate and reconcile the records before permitting release or withdrawal of the affected funds.

Users must not attempt to fund transactions using stolen payment details or payment methods they are not authorised to use.

7. Payment Reversals and Unauthorised Transactions

Where a payment is disputed, reversed, recalled or identified as potentially unauthorised, Middleman may restrict the affected transaction or account while the matter is investigated.

Users may be required to provide reasonable supporting information concerning the payment or transaction.

Any recovery of funds, wallet adjustment or restriction on withdrawals must be handled in accordance with the applicable payment arrangements, available evidence and applicable law.

A payment reversal or allegation of fraud does not, by itself, establish that a user has acted unlawfully.

Where legally permissible, affected users will be informed of material actions taken and any information reasonably required from them.

8. Wallets and Withdrawals

Where the Platform provides wallet functionality, wallet balances and transaction records will be maintained in accordance with the applicable payment arrangements and legal requirements.

A displayed wallet balance does not necessarily mean that funds are immediately available for withdrawal.

Withdrawals are subject to identity verification, applicable limits, payment-provider requirements, available balances and security checks.

Unless an exception is legally permitted and approved under Middleman's verification procedures, the name on the destination bank account must match the verified user's name.

Middleman may delay or reject a withdrawal where verification is incomplete, the destination account cannot be validated, a payment remains unsettled, or there are reasonable grounds for a fraud or compliance review.

Where legally permissible, affected users will be informed of material delays and any action required from them.

Applicable withdrawal charges and processing timeframes will be disclosed before the withdrawal is confirmed.

9. Completion of Transactions and Release of Funds

9.1. Funds associated with a transaction shall be released in accordance with the transaction agreement, these Terms, the Platform's applicable procedures, and applicable law.

9.2. The seller becomes eligible for release of the transaction funds when the goods or services covered by the agreement have been adequately delivered in accordance with the agreed requirements, subject to the applicable confirmation and dispute procedures.

9.3. Where both parties confirm satisfactory completion, and no dispute, compliance restriction, or other lawful restriction applies, Middleman may authorise the release of the funds in accordance with the Platform's procedures.

9.4. Where the transaction agreement specifies a deadline, that deadline determines the applicable transaction timeframe and may establish when a party becomes eligible to raise a dispute. Expiry of the deadline does not, by itself, establish that the seller has adequately delivered the agreed goods or services, constitute the buyer's acceptance, or automatically authorise the release or refund of funds.

9.5. Where the buyer indicates that the goods or services were not adequately delivered, or the seller indicates that the agreed goods or services were delivered but payment has not been released, either party may raise a dispute in accordance with Section 10.

9.6. Once a dispute is raised, the affected funds shall be restricted from ordinary release while the dispute is resolved, subject to applicable law and legitimate compliance requirements.

9.7. Middleman may temporarily restrict the release of funds where reasonably necessary to investigate suspected fraud, verify transaction information, comply with a lawful request, or meet applicable legal or payment-provider requirements.

9.8. Authorised releases and refunds will be processed within the applicable processing timeframe disclosed on the Platform, subject to necessary verification, payment-provider processing times, and applicable law.

10. Dispute Resolution

10.1. When a dispute may be raised

Either the buyer or seller may raise a dispute where there is a disagreement concerning the transaction, including where:

• The applicable transaction deadline has expired and the transaction remains unresolved.
• The buyer believes the goods or services were not delivered as agreed.
• The seller believes the agreed goods or services were delivered but the funds have not been released.
• Either party reasonably suspects that something is wrong with the transaction.

A party should provide a clear explanation of the issue and any relevant supporting information.

10.2. Initial resolution period — 30 minutes

Once a dispute is raised, Middleman will notify the relevant parties through the available communication channels and provide them with 30 minutes to attempt to resolve the issue between themselves.

During this period, the parties may discuss the issue, clarify their agreement, provide additional information, or agree on an appropriate resolution.

The affected funds shall remain restricted from ordinary release while the dispute is pending.

The 30-minute period is intended to provide an opportunity for direct resolution. It does not guarantee that the parties will reach an agreement.

10.3. Middleman's review

If the parties cannot resolve the dispute within the 30-minute period, Middleman will review the available information and make a decision based on the transaction agreement, the evidence provided and the circumstances of the dispute.

Relevant evidence may include:

• The original transaction agreement.
• Chat history and communications between the parties.
• Delivery or performance evidence.
• Payment receipts and transaction records.
• Documents, photographs or other relevant supporting material.

Middleman may request additional information where reasonably necessary. Users must not knowingly submit fabricated, altered or misleading evidence.

10.4. Possible dispute outcomes

Following its assessment, Middleman may decide to:

• Release the funds to the seller where adequate delivery is established and payment is due.
• Refund the buyer where the agreed service or goods were not adequately delivered and a refund is justified.
• Allocate funds between the parties where a partial resolution is justified by the agreement and available evidence.
• Continue restricting the affected funds where further verification, a lawful restriction or an unresolved legal issue requires it.

The decision will be based on the available evidence, the transaction terms and applicable law.

10.5. Communication of decisions

Middleman will communicate its decision to the affected parties through an available communication channel.

Users are expected to cooperate reasonably with the dispute process and provide relevant information when requested.

Where an internal appeal procedure is available, an affected user may request a review in accordance with the applicable procedure.

Nothing in this section removes any legal remedy that cannot lawfully be excluded or restricted.

11. Refunds and Cancellations

Refunds are subject to the transaction agreement, these Terms and Conditions, applicable payment arrangements, and applicable law.

A refund may be authorised where:

• Both parties agree to cancel the transaction or issue a refund.
• The transaction agreement permits cancellation.
• Middleman determines through its dispute-resolution process that a refund is appropriate.

A refund is required by applicable law or the applicable payment arrangements.

11.1. Middleman Service Fees

Middleman's service fee is charged for facilitating and administering the transaction, including the provision of the Platform, transaction coordination, and applicable dispute-resolution services.

Where a transaction is cancelled or a refund is issued, Middleman's service fee will generally remain payable and will not automatically be refunded. This reflects the service provided by Middleman in facilitating and administering the transaction.

The applicable service fee and the circumstances in which it remains payable will be disclosed to users before they fund a transaction.

This provision does not apply where a refund of the service fee is required by applicable law, mandated by an applicable payment arrangement, or otherwise expressly agreed to by Middleman.

11.2. Refund Processing

Where a refund is authorised, the refundable transaction amount will be processed through the applicable payment arrangements, subject to any service fee that is lawfully retained under Section 11.1.

Refund processing times may depend on payment-provider procedures, payment settlement, verification requirements, and applicable law.

Where a refund is delayed because of verification, fraud investigation, payment reconciliation, or a legal restriction, Middleman will communicate material information to the affected user where legally permissible.

11.3. Partial Refunds

Where Middleman determines that a partial refund is appropriate following a dispute, the amount refunded and the treatment of the service fee will be determined in accordance with the transaction agreement, the fee disclosed before funding, these Terms, and applicable law.

12. Prohibited Activities

The Platform must not be used to facilitate:

• Gambling, betting or prohibited games of chance or prize pools.
• Fraud, scams, impersonation or fabricated transactions.
• Money laundering or the concealment of the source or destination of funds.
• Transactions involving illegal goods or services.
• Unauthorised payments or the use of stolen payment information.
• Transactions prohibited by applicable law or relevant payment-provider rules.
• Collusion, fabricated evidence or manipulation of dispute outcomes.
• Attempts to circumvent identity verification or security controls.
• Any other activity Middleman is legally required to prohibit.

Middleman may restrict, suspend or investigate an account or transaction where there are reasonable grounds to suspect prohibited activity.

Any restriction on funds must be handled in accordance with applicable law, payment-provider requirements and these Terms.

13. Fees and Charges

Middleman may charge service fees for transactions and applicable withdrawal fees.

The applicable fees, their calculation and their effect on the amount payable or receivable will be disclosed before the relevant transaction or withdrawal is confirmed.

Users are responsible for reviewing the fee breakdown before proceeding.

Fees may change from time to time. Changes will be communicated as appropriate and will not retrospectively alter fees agreed for an existing transaction unless the parties agree or applicable law permits otherwise.

Where a refund is authorised, Middleman's service fee will be treated in accordance with Section 11. Any service fee retained will be disclosed to the user before funding and will remain subject to applicable law.

14. Identity Verification and Compliance

Middleman may require identity verification or additional information to protect users, prevent fraud, comply with applicable law and meet legitimate payment-provider requirements.

Verification may include confirmation of identity, contact details, address or ownership of a payment account, as appropriate to the service and applicable requirements.

Certain features, including withdrawals and the handling of disputes, may require identity verification before they can be completed.

Users must provide accurate information and must not submit false, altered or misleading documents.

Where verification fails or additional information is required, Middleman may restrict relevant features while the matter is reviewed.

Personal information collected during verification will be handled in accordance with the Privacy Policy and applicable data-protection law.

15. Security and Compliance Measures

Middleman may monitor transactions and account activity to detect suspected fraud, abuse, security incidents or prohibited activity, subject to applicable law and the Privacy Policy.

Where reasonably necessary, Middleman may request additional information, restrict a transaction or withdrawal, investigate suspicious activity, or take other lawful measures to protect users and comply with applicable requirements.

Where legally permissible, affected users will receive appropriate information about material restrictions and the steps available to resolve them.

Nothing in this section authorises Middleman to confiscate customer funds arbitrarily or disregard applicable legal obligations.

16. Account Suspension and Termination

Middleman may suspend or terminate an account where reasonably necessary because of a material breach of these Terms, suspected fraud, security risks, prohibited activity, legal requirements or payment-provider restrictions.

Where practicable and legally permissible, the affected user will be informed of the reason for the suspension and any steps available to address it.

Suspension of an account does not automatically determine who is entitled to funds associated with an open transaction.

Funds associated with an open transaction will be handled in accordance with the transaction agreement, these Terms, applicable payment arrangements and applicable law.

Users may contact support@midman.app to seek clarification or review of a suspension, subject to lawful restrictions and security requirements.

17. Limitation of Liability

Middleman provides the Platform and its services subject to these Terms and applicable law.

To the extent permitted by law, Middleman is not responsible for the independent conduct of buyers or sellers, including their failure to deliver goods, perform services or comply with their transaction agreements.

Middleman is not responsible for losses caused by inaccurate information supplied by users, unauthorised acts by third parties, or interruptions attributable to external payment providers or other services outside its reasonable control, except to the extent Middleman is legally responsible for the relevant loss.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law, including liability that cannot lawfully be excluded for fraud, wilful misconduct or other non-excludable conduct.

Subject to applicable law, Middleman will not be liable for indirect or consequential losses where such losses may lawfully be excluded.

18. Changes to the Service and These Terms

Middleman may modify, suspend or discontinue aspects of the Platform where reasonably necessary for maintenance, security, legal compliance, payment-provider changes or product improvements.

Middleman may update these Terms to reflect changes in the service, applicable law, security requirements or business operations.

Material changes will be communicated through an appropriate channel and will state their effective date where appropriate.

Unless otherwise required or permitted by law, changes will not retrospectively alter the agreed conditions of an already-funded transaction without the parties' agreement.

Users who do not agree to revised Terms may stop using the Platform, subject to outstanding transaction obligations and applicable law.

19. Privacy and Personal Data

19.1 Collection and Use of Personal Data

Middleman may collect and process personal information necessary to create and manage user accounts, facilitate transactions, verify identities, prevent fraud, resolve disputes, process payments and withdrawals, provide customer support, and comply with applicable legal and regulatory requirements.

19.2 Sharing of Personal Data

Middleman may share relevant personal information with payment service providers, identity verification providers, fraud prevention services, dispute-resolution personnel, and other authorised third parties where reasonably necessary to operate the platform, protect users, process transactions, or comply with applicable law.

19.3 Protection of Personal Data

Middleman will take reasonable technical and organisational measures to protect personal information against unauthorised access, loss, misuse, alteration, or disclosure.

19.4 Privacy Policy

The collection, use, storage, sharing, retention, and protection of personal information are further explained in Middleman's Privacy Policy, which forms part of the information governing users' use of the platform. Users are encouraged to read the Privacy Policy before using Middleman.

19.5 User Rights

Users may have rights regarding their personal information under applicable data protection laws, including rights to access, correct, or request the deletion of certain information, subject to applicable legal requirements and exceptions.

19.6 Contact and Complaints

Users who have questions, concerns, or requests regarding their personal information may contact Middleman through the contact details provided on the platform.

20. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by the laws of the Federal Republic of Nigeria, to the extent applicable to the Platform and the relevant transaction.

If a dispute arises concerning these Terms, the use of the Platform or Middleman's services, the affected user should first contact support@midman.app to seek resolution through the applicable complaints procedure.

Where a complaint cannot be resolved through the internal process, either party may pursue any remedy available through a competent court or other legally authorised dispute-resolution body, subject to applicable law.

Nothing in this section limits any consumer right, statutory protection or legal remedy that cannot lawfully be excluded or restricted.

22. General Provisions

If any provision of these Terms is found to be unlawful or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.

A failure or delay by Middleman to enforce a provision does not automatically waive its right to enforce that provision later.

These Terms, together with the applicable transaction agreement and Privacy Policy, govern the use of the Platform, subject to applicable law and any valid additional agreement between the relevant parties.

Nothing in these Terms creates a partnership, employment relationship or agency relationship between Middleman and a user merely because the user uses the Platform.

By using Midman, you acknowledge that you have had the opportunity to review these Terms and agree to be bound by them, subject to applicable law.