AI agents for business finance: what they can and can't do
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The short answer
The law that applies is, in most commercial contracts, the one the parties choose in a governing-law clause, so write one in. Pair it with a clause on where disputes are heard. Irish law suits you; Nigerian law and Lagos courts may suit a client and can be quicker to enforce against it. This is information, not legal advice; have a solicitor review a large contract.
Two different questions
People often run two things together. Governing law is which country's rules decide what the contract means and whether it was broken. Jurisdiction (or the dispute clause) is where a dispute is decided: Irish courts, Nigerian courts, or an arbitration. The two can differ. An Irish-law contract can, in principle, be argued in a Lagos court, though that court then has to apply Irish law, which adds cost.
If you write nothing
Without a clause, which law applies becomes a dispute of its own, decided by whichever court hears the case using its own rules for choosing a law. That costs time and money before anyone looks at whether the invoice should be paid. A one-line clause avoids it.
Choosing: the trade-offs
| Option | For you | Against |
|---|---|---|
| Irish law, Irish courts | Familiar to you and your solicitor | A judgment may still need enforcing in Nigeria, which can be slow and costly |
| Nigerian law, Lagos courts | Easier to enforce against a Lagos client; Lagos has a small claims route for fixed debts up to ₦5,000,000 | You need a Nigerian lawyer; less familiar |
| Irish law, arbitration | Neutral and private | Usually costs more up front; worth it mainly for larger contracts |
For small, regular freelance work, the practical question is enforcement. The Lagos Small Claims Court practice direction (2023) covers fixed sums up to ₦5,000,000, excluding interest and costs, where the defendant resides or carries on business in Lagos, with a target of judgment within 60 days of filing. A clause that keeps that route open can be worth more than a choice of Irish courts you would never use for a ₦2m invoice. See options when a Nigerian client does not pay.
Sample wording
- "This agreement is governed by the laws of Ireland."
- "The parties submit to the jurisdiction of the courts of Ireland, without prejudice to the right of the Supplier to bring proceedings for unpaid sums in the courts of the place where the Client carries on business."
The second sentence keeps Irish courts as the default but lets you sue in Lagos for a simple unpaid invoice.
The terms that prevent most disputes
In practice, most freelance disputes with Nigerian clients are about money, not law. Write these down:
- Currency and rate. Euro, naira, or euro payable in naira with a named rate source and date. See pricing in euro or naira.
- Withholding tax. PwC's Nigeria summary (reviewed 29 May 2026) lists 10% WHT on professional and consultancy fees to non-resident companies. Say whether fees are gross, or grossed up so you receive the full amount, and require the tax credit certificate.
- Payment dates and deposits. Milestones, deposit, due date, and your right to pause work when overdue.
- Scope and acceptance. What is delivered, how it is accepted, and how changes are priced.
- Ownership of work. When rights pass to the client, usually on full payment.
- Signatures. Who signs for the client, in the name on its CAC record. See e-signing with a Nigerian client.
What to check first
- Is the client a company? Contract with the company, in its registered name, not with an individual director.
- Which assets does the client have, and where? That tells you where you would need to enforce.
- Is the contract large enough to justify a solicitor's review? For recurring work, one review of a template can serve many clients.
Matching the clause to the client
The right clause depends on who you are working for. A large Nigerian company with a legal department will often send its own terms with Nigerian law and Lagos courts. That is not necessarily bad for you: it is where its assets are. Read its limitation of liability, payment terms and termination clauses closely, because those decide more about your money than the choice of law does.
A small business or start-up is more likely to accept your template. Here a short, clear contract on your own terms is a strength. Keep it in plain English, attach a statement of work for each project, and make sure the person signing has authority to bind the company, for example a director named on its CAC record.
Clauses people forget
- Notices. The email addresses where formal notices, including a letter of demand, are valid.
- Language. That English is the contract language, which avoids disputes over translations.
- Interest on late payment. A stated rate gives you a figure to claim; set one that is reasonable.
- Termination. How either side can end the contract and what is paid for work already done.
Where Pryme fits
A Pryme Business Account supports invoicing in the currency your contract sets, with naira and euro account details. The Sales agent can prepare proposals and terms from your template, which you approve before they go out. See Sales agent.
Questions people ask
Which law applies if my contract does not say?
The court hearing the dispute decides using its own rules on choice of law, which adds cost and uncertainty. A governing-law clause avoids this.
Should I choose Irish or Nigerian law?
Irish law is familiar to you; Nigerian law and Lagos courts can be easier for enforcing against a Lagos client. Many freelancers choose Irish law but keep the right to sue where the client is.
What is the difference between governing law and jurisdiction?
Governing law decides what the contract means; jurisdiction decides which courts or tribunal hear a dispute.
Should the contract mention withholding tax?
Yes. State whether fees are gross or grossed up, and require the tax credit certificate.
Sources
- Lagos State Practice Direction on Small Claims Court 2023 · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria, corporate withholding taxes (reviewed 29 May 2026) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.