Terms & Conditions

Legal

Terms & Conditions

Effective Date: April 2, 2026

Last Updated: April 2, 2026

ACCEPTANCE OF TERMS

Centi Systems Limited (RC 7493855), operating as "Centi" ("we," "our," or "us"), provides procurement, logistics, and business management services through our platform at https://centihq.com and related applications (collectively, the "Platform"). By accessing or using our services, you ("Customer," "you," or "your") agree to comply with and be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you must not access or use our services.

1. DEFINITIONS

1.1 "Services" means all procurement, logistics, business management, and related services provided by Centi through the Platform.

1.2 "Procurement Services" means our facilitation of purchases from third-party vendors on behalf of Customers.

1.3 "Logistics Services" means our freight forwarding, shipping coordination, and "Ship Now, Pay Later" credit facility services.

1.4 "Goods" means any items, products, or materials procured or shipped through our Services.

1.5 "Shipping Credit Facility" means the deferred payment arrangement whereby Centi advances shipping costs on behalf of Customers, creating a debt obligation.

1.6 "Arrival Notification" means written notice (via calls, email, SMS, WhatsApp, or Platform notification) that Goods have arrived at the destination hub or customs facility.

1.7 "Business Day" means Monday through Friday, excluding public holidays in Lagos, Nigeria.

2. USE OF OUR SERVICES

2.1 Eligibility: You must be at least 18 years old and legally capable of entering into binding contracts to use our Services.

2.2 Compliance: You agree to use our Services in compliance with all applicable laws and regulations of Nigeria and any jurisdiction where you operate.

2.3 Prohibited Activities:You may not use our Services to:

Engage in any unlawful, fraudulent, or harmful activities
Import or export prohibited or restricted goods
Violate customs, tax, or import/export regulations
Interfere with the Platform's operation or security
Impersonate any person or entity

2.4 Termination for Violation:We reserve the right to immediately terminate or suspend your access if you violate these Terms or engage in activities that harm our Platform, users, or business partners.

3. USER ACCOUNTS

3.1 Account Creation:Certain features require you to create an account with accurate, current, and complete information.

3.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials, all activities that occur under your account, and immediately notifying us atoperations@centihq.comof any unauthorized access.

3.3 Account Suspension: We may suspend or terminate accounts for outstanding payment obligations, violation of these Terms, fraudulent or suspicious activity, or provision of false information.

4. INTELLECTUAL PROPERTY

4.1 All content, trademarks, logos, software, and intellectual property on the Platform are the property of Centi Systems Limited or its licensors.

4.2 You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

4.3 You grant us a non-exclusive, worldwide, royalty-free license to use any content you submit to the Platform for operational purposes.

5. PAYMENT TERMS AND FEES

5.1 Payment Authorization:By using fee-based Services, you authorize us to charge applicable fees using your designated payment method.

5.2 Currency: All fees are denominated in Nigerian Naira (NGN), Chinese Yuan (CNY), or US Dollars (USD) as specified at the time of transaction.

5.3 Payment Methods: We accept bank transfer, card payments, and other methods as displayed on the Platform.

5.4 Non-Refundable: All payments are final and non-refundable except as required by Nigerian law, where we have failed to deliver Services as agreed, or as specifically stated in these Terms.

5.5 Late Payment: Overdue amounts may incur interest at the rate of 5% per month or the maximum rate permitted by Nigerian law, whichever is lower.

6. PROCUREMENT SERVICES

6.1 Agency Relationship

6.1.1 Role as Agent: Centi operates exclusively as a Procurement Agent and facilitates purchases from third-party vendors on your behalf.

6.1.2 No Privity of Contract:The purchase contract for Goods is directly between you and the Supplier. Centi is not a party to that contract.

6.1.3 Limited Authority: Our authority is limited to identifying Suppliers, negotiating pricing and terms, placing orders on your behalf, and coordinating payment and delivery.

6.2 No Quality Assurance or Warranty

6.2.1 As-Is Procurement:Unless you purchase a Premium Inspection Add-on, all Goods are procured AS-IS without inspection, verification, or quality control by Centi.

6.2.2 No Warranties: Centi makes no warranties, express or implied, regarding quality, fitness for purpose, merchantability, supplier descriptions, or compliance with your expectations.

6.2.3 Supplier Responsibility:All warranties, if any, are provided solely by the Supplier.

6.2.4 Customer Acknowledgment:By using Procurement Services, you accept full risk regarding the quality, condition, and suitability of Goods.

6.3 Premium Inspection Add-On

6.3.1 Optional Service: You may purchase Premium Inspection services by requesting them via email or WhatsApp before Goods ship.

6.3.2 Premium Inspection includes:

Visual inspection for obvious defects or damage
Verification of quantity and packaging
Basic functional testing (where applicable and safe)
Photographic documentation
Written inspection report

6.3.3 Premium Inspection does not include:

Destructive testing
Laboratory analysis or chemical testing
Long-term performance testing
Advanced technical compliance certification
Detection of latent or hidden defects

6.3.4 Inspection fees are quoted separately based on the nature and quantity of Goods.

6.4 Customer Responsibilities

You are responsible for:

Providing accurate specifications and requirements
Verifying Supplier credibility
Ensuring compliance with import regulations
Paying all taxes, duties, and fees
Inspecting Goods upon delivery
Reporting defects or discrepancies within 48 hours

7. LOGISTICS SERVICES AND SHIPPING CREDIT FACILITY

7.1 Service Overview

7.1.1 "Ship Now, Pay Later" is a deferred payment service in partnership with third-party logistics providers.

7.1.2 Shipping fees may include:

Freight costs charged by logistics partners
Centi service fee and facilitation markup
Insurance (if selected)
Handling and administrative fees

7.1.3 We provide an itemized shipping quote before shipment authorization.

7.2 The Shipping Credit Facility

7.2.1 Requesting "Ship Now, Pay Later" creates a binding debt obligation equal to total shipping costs.

7.2.2 The debt becomes due immediately upon the earlier of Arrival Notification or 30 days from shipment.

7.2.3 You must pay the full shipping invoice within 14 calendar days of Arrival Notification.

7.3 Arrival Notification Requirements

7.3.1 Notification may be sent via:

Phone call
Email
SMS
WhatsApp
In-app Platform notification

7.3.2 Arrival Notification is deemed received 24 hours after sending to at least one channel.

7.3.3 You must maintain current contact information and monitor your communications.

7.4 Security Interest and Contractual Lien

To secure payment of shipping debt, you grant Centi a contractual lien and security interest over Goods shipped under the Shipping Credit Facility. We may perfect this security interest by lawful means and hold Goods until payment is complete.

7.5 14-Day Settlement Period

7.5.1 Payment is due within 14 calendar days from Arrival Notification.

7.5.2 After 7 days, storage fees of NGN 5,000 per day (or USD equivalent) may apply.

7.5.3 If unpaid after 10 days, a Final Notice grants an additional 4 days before enforcement.

7.6 Default and Enforcement Rights

Default occurs if:

Payment is not received within 14 days
You fail to respond to communications for 7 consecutive days
You provide dishonored payment instruments

Upon default, we may:

Sell or liquidate Goods to recover debt and related costs
Dispose of perishable, hazardous, or low-value Goods
Apply proceeds to costs, storage fees, debt, and service fees

We provide at least 7 days' written notice before sale and any surplus proceeds will be remitted within 30 days. You remain liable for any deficiency.

7.7 Indemnity and Waiver

If Goods are liquidated, you are not entitled to refund of procurement costs, return of Goods, or compensation for lost value. You waive claims arising from lawful lien enforcement and agree to indemnify Centi against third-party claims related to the Goods.

7.8 Customer's Right to Cure

You may cure default at any time before sale by paying all due amounts, storage fees, and enforcement costs. Installment arrangements may be allowed at our sole discretion and must be in writing.

7.9 Insurance

Marine cargo insurance is optional and available for an additional fee. Without insurance, Goods are shipped at your sole risk, except in cases of our gross negligence or willful misconduct.

8. CUSTOMS, DUTIES, AND TAXES

You are solely responsible for duties, taxes, customs compliance, permits, and accurate customs documentation. We are not liable for delays caused by customs inspections, regulatory holds, or documentation issues. You warrant that Goods are lawful and not prohibited or restricted.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by Nigerian law, Centi's total liability for any claim arising from Services shall not exceed the fees you paid to Centi in the 6 months preceding the claim.

We are not liable for:

Indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, or business opportunities
Supplier, carrier, customs, or other third-party failures
Currency fluctuations or force majeure events
Defective goods or vendor non-performance

10. FORCE MAJEURE

Neither party is liable for failure to perform obligations due to events beyond reasonable control, including disasters, war, sanctions, strikes, pandemics, transportation disruptions, and utility or telecommunications failures.

The affected party must notify the other within 5 Business Days and mitigate impact. If a force majeure event lasts more than 60 days, either party may terminate the affected transaction without liability.

11. DISPUTE RESOLUTION

11.1 Parties shall first attempt good-faith negotiation.

11.2 If unresolved within 14 days, parties agree to mediation through the Lagos Multi-Door Courthouse or a mutually agreed mediator.

11.3 If mediation fails, disputes are resolved by binding arbitration under the Arbitration and Mediation Act of Nigeria, seated in Lagos, English language, and one arbitrator by agreement or appointment by the Lagos Court of Arbitration.

11.4 Centi may seek injunctive relief or specific performance in court for enforcement of payment obligations, IP protection, or prevention of irreparable harm.

12. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the Federal Republic of Nigeria. Subject to dispute resolution provisions, the courts of Lagos State, Nigeria have exclusive jurisdiction.

13. TERMINATION

You may terminate your account at any time by contacting us, subject to settling outstanding obligations.

We may terminate or suspend your account immediately for violation of these Terms, non-payment, legal or reputational risk, or legal requirement.

Outstanding obligations survive termination. We may retain data as required by law or legitimate business needs. Sections 4, 7.7, 9, 11, 12, and 15 survive termination.

14. AMENDMENTS

We may update these Terms by posting revised terms with a new "Last Updated" date. Material changes will be notified by email at least 14 days before taking effect. Continued use after the effective date constitutes acceptance.

15. GENERAL PROVISIONS

These Terms, our Privacy Policy, and service-specific agreements form the entire agreement.

If any provision is invalid, remaining provisions stay in effect. Failure to enforce a provision is not a waiver. You may not assign rights without consent; we may assign without restriction.

These Terms do not create a partnership, joint venture, or employment relationship, except the limited agency role in section 6.1. These Terms are drafted in English and headings are for convenience only.

Notices must be in writing and sent to operations@centihq.com or 42 Airport Road, Ikeja, Lagos, Nigeria (for Centi), and to your registered contact details (for you).