These Terms govern your access to and use of the BtSh Platform, including the website, dashboards (Admin, Shipper, Dispatcher, Carrier, Driver, Partner Manager), and all related services ("Platform"). BtSh operates with minimal automation: decisions and execution remain controlled by the parties involved. If you do not agree to these Terms in full, do not use the Platform.
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:
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.
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.
By accepting or executing any load coordinated via BtSh, the Carrier acknowledges and agrees that the Dispatcher is entitled to a commission equal to eight percent (8%) 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.
The Carrier agrees to pay BtSh a two percent (2%) platform usage fee calculated on the total freight payable to the Carrier for each load executed via the Platform. This fee supports system infrastructure, compliance monitoring, escrow management, audit logging, and operational oversight.
The Shipper agrees to pay BtSh a thirteen and a half percent (13.5%) platform fee calculated on the base freight amount for each load posted and executed via the Platform.
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.
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.
Dispatchers further agree to a five percent (5%) platform service charge on earned commission to support operational infrastructure, compliance systems, and enforcement mechanisms.
Partner Managers earn commissions on the following basis, as determined and amended by BtSh from time to time and communicated through official PM channels:
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.
All users agree that withdrawals from the Platform wallet may attract bank charges, processing fees, payment gateway fees, or other third-party costs, which shall be borne by the withdrawing user.
By using the Platform as a Shipper, you agree to the following:
By funding escrow on any load, the Shipper explicitly consents to their payment being deposited into the BtSh Freight Escrow Account held at BtSh's designated Escrow Bank partner. The Shipper authorises BtSh, acting as escrow agent, to instruct the Escrow Bank to release funds in accordance with GPS milestone confirmations as described in Section 14.
The Shipper acknowledges that funds held in the Escrow Account are ring-fenced from BtSh's operating funds and may not be accessed by BtSh outside the documented release process. Neither BtSh nor the Escrow Bank may release or transfer funds except in accordance with a verified BtSh release instruction issued upon confirmed GPS milestone data.
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:
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.
The Shipper acknowledges that the Carrier's liability is limited and may not cover the full value of the goods. The Shipper is solely responsible for obtaining appropriate cargo insurance covering the full commercial value of the goods against all risks of loss, damage, or delay. BtSh does not provide cargo insurance and bears no responsibility for any uninsured or underinsured loss. Where the Shipper elects not to obtain cargo insurance, the Shipper accepts full financial risk for any loss or damage not recoverable from the Carrier.
By using the Platform as a Dispatcher, you agree to the following:
By using the Platform as a Carrier, you agree to the following:
BtSh unconditionally guarantees the following payment obligations to every Carrier who fulfils their duties under these Terms:
These obligations are unconditional provided the Carrier has fulfilled its obligations under these Terms, no active dispute has been formally raised within the allowable window, and GPS milestone records are consistent with the Platform load record.
As a condition of access to the Platform, every Carrier must maintain valid and adequate insurance coverage at all times, including:
The Carrier shall provide proof of such insurance upon request and during compliance reviews. Failure to maintain valid insurance may result in immediate suspension.
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:
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.
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.
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.
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:
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:
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.
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.
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.
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.
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:
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.
You must not use the Platform for any of the following purposes:
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:
Any user found to have engaged in impersonation shall be subject to immediate and permanent termination of their account without refund of any wallet balance or pending commission, and 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.
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.
Where escrow has been funded but the load has not proceeded beyond pickup confirmation, the Shipper agrees that any refund shall be calculated as:
The Dispatcher commission remains payable because coordination, sourcing, negotiation, and administrative work have already been performed prior to cancellation, regardless of whether a journey commenced.
Where the load has proceeded beyond pickup confirmation — meaning the Driver has confirmed pickup on the Platform and the 80% escrow release has been triggered — no full refund is available.
Any partial refund or financial adjustment after this point shall be determined at the sole discretion of BtSh Admin, based on investigation, documented platform logs, GPS records, mileage, time invested, asset deployment, and financial calculations. Such determination shall be final unless otherwise required by applicable law.
Any claim relating to loss of, damage to, or non-delivery of goods after pickup is a matter between the Shipper and the Carrier, governed by the Carrier's mandatory cargo insurance obligations under Section 6.2.
BtSh will provide documentary evidence from Platform records — including GPS logs, trip milestone timestamps, and load records — to assist in any such dispute. However, BtSh is not a party to the cargo dispute and does not accept liability for any outcome of such a dispute.
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 reserves the right to suspend accounts immediately, recover all associated costs and fees, and pursue the matter through appropriate legal channels.
All disputes involving platform transactions must be submitted to BtSh Admin via support@btsh.africa or admin@btsh.africa within 7 calendar days of the event giving rise to the dispute. Disputes submitted outside this window may not be eligible for investigation or resolution through BtSh channels.
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.
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:
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.
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. BtSh is not a party to such contracts.
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:
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.
BtSh operates a freight escrow system in formal partnership with a licensed Nigerian commercial bank ("Escrow Bank"). The escrow structure involves three parties:
Shipper payments are deposited into a dedicated account held at the Escrow Bank under the name "BtSh Freight Escrow — [Escrow Bank Name]". This account is formally separated from BtSh's operating account. BtSh acts as Escrow Agent on behalf of the Shipper and Carrier. The Escrow Bank holds and releases funds strictly in accordance with BtSh's cryptographically verified release instructions, which are themselves conditional on GPS milestone confirmation. Neither BtSh nor the Escrow Bank may release funds outside this documented process.
BtSh acts as Escrow Agent — not as a financial institution. The custodial function is performed exclusively by the Escrow Bank, which is a licensed Nigerian commercial bank. BtSh's role is to receive GPS milestone confirmations and issue verified release instructions to the Escrow Bank based on those confirmations.
Funds held in the escrow account are ring-fenced from BtSh's operating funds and may not be accessed, pledged, or otherwise used by BtSh outside the documented release process. The escrow arrangement constitutes a contractual obligation between the Shipper, BtSh, and the Escrow Bank. By funding escrow, the Shipper enters into this tripartite arrangement and accepts the release conditions described in this Section.
Escrow funds are released upon the following verified conditions being met:
Every release instruction issued by BtSh to the Escrow Bank carries:
The Escrow Bank is authorised and directed to verify each release instruction at btsh.africa/verify before processing any disbursement. The verification portal confirms the instruction's authenticity and presents the full disbursement breakdown as generated by BtSh. Any discrepancy between the printed instruction and the verification portal output indicates document alteration and must be treated as fraudulent. All verification attempts are logged with timestamp and IP address.
The dedicated escrow account shall be named "BtSh Freight Escrow — [Escrow Bank Name]", incorporating both BtSh's identity as Escrow Agent and the Escrow Bank's identity as custodian. This naming convention embeds the Escrow Bank's brand at the point of every shipper deposit, providing a visible trust signal to all platform users.
All disbursements from the escrow pool are processed by the Escrow Bank through its bulk corporate banking infrastructure. Each completed load generates the following disbursements:
Escrow may expire automatically if payment is not completed within the system-defined timeframe based on load priority tier. Expired escrows may revert the load's status without liability to BtSh. The Shipper remains responsible for any bank charges or processing costs associated with expired or reversed escrow payments.
Repeated escrow failures, delayed funding, payment reversals, or deliberate payment avoidance may result in account restriction, load cancellation, or permanent suspension from the Platform.
Disputes involving the release or withholding of escrow funds shall be resolved through the following escalation path:
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:
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:
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.
BtSh wallets are operational transaction ledgers used for tracking earnings, commissions, escrow releases, and withdrawal requests. They are not bank accounts, savings accounts, or investment vehicles, and do not generate interest.
For support, compliance inquiries, dispute submissions, or legal notices, contact BtSh through the following official channels:
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.
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.
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.
| Version | Date | Key Changes |
|---|---|---|
| 1.0 | 01 Jan 2026 | Initial Terms of Service |
| 1.1 | 03 Apr 2026 | Insurance obligations, cargo indemnity, PM programme expansion |
| 2.0 | May 2026 | Tripartite escrow structure (S.14.0), Carrier payment guarantee (S.6.1), Shipper escrow consent (S.4.1), Release instruction security (S.14.3), Escrow account naming (S.14.4), Disbursement structure (S.14.5), Escrow dispute escalation (S.14.8), Severability (S.17.2), Entire agreement (S.17.3), Section 3.9 removed. |