BALOGUNHAROLD

Case 14SaaS legal compliance in Nigeria

Making a SaaS company’s standard contracts work under Nigerian law.

A software company selling into Nigeria on its global terms needed to know which of those terms would hold, which would not, and how to get paid and stay tax compliant.

Client
SaaS company (confidential)
Sector
Software as a service
Practice
Venture & Technology
Jurisdiction
Nigeria

The brief

Our client, a software-as-a-service company, was signing Nigerian customers on the same standard terms it used in other markets.

It engaged us as local counsel to check those terms against Nigerian law and to advise on the practical questions of collecting payment and meeting its tax obligations.

Our advice

  1. 01

    Standard contracts

    Reviewing the terms of service, subscription agreement and order forms for enforceability in Nigeria, including limitation of liability, governing law, dispute resolution and consumer protection rules.

  2. 02

    Local amendments

    Preparing a Nigerian addendum so the company could keep one global template while meeting local requirements.

  3. 03

    Payments

    Advising on collecting subscription fees from Nigerian customers, including currency, payment processors and foreign exchange rules.

  4. 04

    Tax

    Advising on VAT on digital services supplied by non-resident companies, withholding tax on customer payments, and when the company would have a taxable presence in Nigeria.

  5. 05

    Data protection

    Aligning the contracts and data processing terms with the Nigeria Data Protection Act.

Outcome

The company kept its global contract template, with a Nigerian addendum that made it enforceable locally and a clear position on payments and tax.