Terms & Conditions of Service

Updated 10 Jan, 2023

Please read the following Terms and Conditions of Service (“Terms”) carefully before using the Platform (as defined below). The Terms govern the access and use of the Platform owned and/or controlled by CardinalStone Partners Limited (CardinalStone).
Your access to and use of the Platform is subject to your acceptance of and compliance with these Terms. These Terms apply to the Users and others who access or use the Platform. By using the Platform, you accept these Terms.

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

1.1 Affiliate Any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with CardinalStone;
1.2 Account shall have the meaning given to it in paragraph 4;
1.3 Applicable Laws means the constitution of the Federal Republic of Nigeria, any national, provincial, state, or local law, statute, bye-law, ordinance, decree, directive, regulation, standard, circular, guideline, rule, code, delegated or subordinate legislation, judicial act or decision, judgment, order, proclamation, directive, executive order, other legislative measures, binding actions or enactments of the Federal Republic of Nigeria or any other government authority in Nigeria;

1.4 Assets means assets that CardinalStone makes available through the Platform from time to time for investment via an Account;

1.5 Authorised Individual means any officer authorised by the Board of Directors of CardinalStone to execute employment contracts;

1.6 Content means the Platform, and the information, writings, images, and/or other works that the User sees, hears or otherwise experience on the Platform including without limitations
(1) account positions, balances, transactions, confirmations, and order history;
(2) general news and information, commentary, educational material and information and data concerning the financial markets, securities and other subjects
(3) market data such as quotations for securities transactions and/or last sale information for completed securities transactions reported in accordance with the Applicable Laws;
(4) financial and investment trading systems or other interactive tools;
1.7 Confidential Information means all information, however, recorded or preserved, disclosed by a Party (the “Disclosing Party”) or its representatives to another Party (the “Receiving Party”) under this Terms, or that a Receiving Party accesses from the Disclosing Party in connection with the Services CardinalStone provides under this Terms that meets one of the following two criteria: the information either
(i) is identified by a “CONFIDENTIAL” legend or similar legend of the Disclosing Party, or
(ii) is obtained under circumstances such that the Receiving Party knew or reasonably should have known that the information should be treated as confidential to the Disclosing Party.
Confidential Information includes information in any form or medium (whether oral, written, electronic, or other) and includes inventions; specifications; drawings; models; samples; reports; plans; financial information; work-in-progress; forecasts; computer programs or documentation; trade secrets; know-how; strategies; User Data including any User’s non-public personal information;
1.9 Login Credentials shall have the meaning in paragraph 4.2;
1.10 Intellectual Property Rights means the patents, rights to inventions and discoveries, utility models, copyright, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential or proprietary information, (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world belonging to CardinalStone or its affiliates;
1.11 Materials has the meaning given to it in paragraph 10.1;
1.12 Personal Data means any information relating to an identified or identifiable natural person, including personal data or information as defined by the Nigeria Data Protection Regulation 2019 (NDPR) or any other Applicable Laws for the processing of Personal Data;
1.13 Platform [means the [CS Alpha Platform], available via a website and mobile application which is an online holistic investment and trading application offering services covering securities, asset management, mutual funds, fixed income, Trusteeship, and registrar. The CS Alpha Platform allows Users to view, manage and take control of their investments across all CardinalStone subsidiaries in real time];
1.14 Registration Data has the meaning given to it in paragraph 4.3;
1.15 Services means the services provided by CardinalStone through the Platform including a. [.] b. [.] c. [.]
1.16 Transaction means services service undertaken by each user on the Platform.
1.17 User(s) means CardinalStone’s clients and potential clients that access the Platform to participate in any Transaction and is not employed by CardinalStone and acting in the course of employment to Caridnalstone; References to “you”, “your” and “yours” should all be read as referring to a User; and
1.18 User Data means all data and information regarding a User which may be provided by a User or gathered by CardinalStone as part of a Transaction on the Platform. It includes each User’s provision of content, including but not limited to Personal Data, Registration Data, Login Credentials, Confidential Information, payment information, biometric information and documentation or other Transaction information;

2. About the Platform

CardinalStone provides the Platform which, among other things:

2.1 Bond,
2.2 Fixed Income Investment,
2.3 Treasury Bills,
2.4 Commercial Papers,
2.5 Stocks,
2.6 Mutual Funds,
2.7 REITS,
2.8 ETFs,
2.9 Trusteeship
2.10 Cash

3. Agreement to be Binding

By accessing, using, or interacting with the Platform, you acknowledge that you have read these terms and automatically agree to be subject to these Terms, without any modification. If you disagree with any part of the Terms, you should not access the Platform.

4. User Account

4.1 To use the Platform, you must register and create an account (“Account”).
4.2 When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information such as name, email, address, phone number, date of birth, Bank Verification Number (BVN), bank account details, next of kin details, employment details etc (“Login Credentials”).
4.3 In registering for the Services, you agree
(a) to provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form (“Registration Data”);
(b) not to create an Account using a false identity or information, or on behalf of someone other than yourself; and
(c) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
4.4 You are responsible for maintaining and protecting the security of your Account and the confidentiality of your Login Credentials, and you agree not to allow a third party to use your Account or Login Credentials at any time. You shall bear full responsibility for all activities with the use of your Account or Login Credentials.
4.5 You agree to promptly notify us if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorised disclosure or use of your access login or password.
4.6 You agree to promptly update the security of your Account and the Login Credential if you become aware or reasonably suspect any security breach, including any loss, theft, or unauthorised disclosure or use of your access login or password.
4.7 CardinalStone reserves the right to terminate any username and password which it reasonably determines may have been used by an unauthorised third party.
4.8 You agree not to create an Account or use the Services if you have been previously banned from the Platform unless approved by CardinalStone. Such an approval shall be on a case-by-case basis.

5. Eligibility for Creating a User Accounts

5.1 To be eligible to create an Account and you must be at least 18 years old.
5.2 Possess a valid means of identification (e.g., International Passport, Driver’s License, National Identity Card, a government issued Voter’s Card and other Government issued means of identification)
5.3 have a valid email address
5.4 provide employment details;
5.5 provide particulars of next of kin; and
5.6 other details required by Regulatory bodies such as the Securities and Exchange Commission for the operation of the platform.

6. Risk of Using the Platform and the Services

By using the Platform and the Services, you acknowledge, understand, and accept the following:

6.1 The range of financial services offered involve significant risk.
6.2 Prices can and do fluctuate on any given day. Due to such price fluctuations, you may increase or lose value in Assets that we are holding as part of your investment at any given moment. There is an inherent risk that losses will occur as a result of buying, selling or trading.
6.3 We will make commercially reasonable efforts to act on your directions and to conduct trades following your directions at the applicable market rate available for the relevant Assets at the time the trade is made on the exchange.
6.4 There is a risk that the value of your investment in Assets on the Application will differ from the market price due to rapid movement in the market value. We will not be liable for any price variation due to market volatility or delays that are not within our control.
6.5 Confidence might also collapse because of technical problems: if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.
6.7 The Platform and all its content are not intended to substitute for professional advice. You should carefully assess whether your financial situation and tolerance for risk is suitable for using the Application and engaging our Services and consult a professional as necessary.

7. Prohibited Uses

7.1 You may use the Platform only for lawful purposes and in accordance with these Terms.
7.2 You agree not to use the Platform:
7.2.1 in any way that violates any Applicable Law;
7.2.2 for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
7.2.3 to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms;
7.2.4 to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
7.2.5 to impersonate or attempt to impersonate CardinalStone, an employee of CardinalStone, another user or any other person or entity (including, without limitation, by using e-mail addresses or usernames associated with any of the foregoing);
7.2.6 to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by CardinalStone, may harm the CardinalStone or users of the Platform or expose them to liability;
7.2.7 to use the Platform in any manner that could disable, overburden, damage or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;
7.2.8 to use any robot, or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
7.2.9 to use any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without our prior written consent of CardinalStone;
7.2.10 to derive or attempt to derive the source code of, reverse engineer, decompile, disassemble, or translate all or pay portion of the Platform by any means
7.2.11 to use any device, software or routine that interferes with the proper working of the Platform;
7.2.12 to introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
7.2.13 to attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
7.2.14 to attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
7.2.15 to otherwise attempt to interfere with the proper working of the Platform.
7.2.3 to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms;
7.3 You agree not to sell, loan, assign or otherwise transfer your Account to any other person.

8. Intellectual Property and other Rights

8.1 The Platform is protected by applicable intellectual property and other laws, including trademark and copyrights laws and treaties. The Platform, including all Intellectual Property Rights in the Platform, including the Content, belongs to and is the property of CardinalStone or its licensors (if any). Neither these Terms nor your access and use of the Platform gives you any ownership rights or licenses to the Content.
8.2 Subject to the Terms herein, CardinalStone grants you a limited, non-exclusive and non-transferable license to access and use the Platform for your personal use only and as otherwise expressly permitted in these Terms. Your limited license extends to the download of reports and valuation statements specific to your Account but the proprietary rights over the information remains that of CardinalStone or its licensors (if any).
8.3 The rights granted to you in the Terms are subject to the following restrictions:
8.3.1 you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit or create derivate works based on the Platform, Content and back-end databases, (collectively, “CardinalStone Properties”) or any portion of CardinalStone’s Properties;
8.3.2 you shall not frame or utilise framing techniques to enclose any trademark, logo, or other CardinalStone Properties (including images, text, page layout or form) of CardinalStone;
8.3.3 you shall not use any meta-tags or other hidden text using CardinalStone’s name or trademarks;
8.3.4 you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of CardinalStone’s Properties except to the extent the foregoing restrictions are expressly prohibited by Applicable Law;
8.3.5 access CardinalStone’s Properties in order to build a similar or competitive website, application or service;
8.3.6 except as expressly stated herein, no part of CardinalStone’s Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
8.3.7 you shall not remove or destroy any copyright notices or other proprietary markings contained on or in CardinalStone’s Properties; and
8.3.8 you shall not use CardinalStone’s Properties for any illegal or unlawful purpose.
8.4 Any unauthorized use of CardinalStone’s Properties may result in the immediate termination of your right to use the Platform, as well as potential liability for copyright infringement or other claims depending on the circumstances.

9. Intellectual Property and other Rights

9.1 CardinalStone shall comply with the requirement of Applicable Laws relating to the use of Personal Data in connection with the Platform.
9.2 The User warrants that it has the legal right and authority to disclose any and all data disclosed on the Platform and indemnifies and holds CardinalStone harmless for any violation of this provision.
9.3 The User authorises and consent’s to CardinalStone engagement of third parties to provide services on the Platform as may be reasonably required, at CardinalStone’s sole discretion.
9.4 The User authorises and grants its consent for CardinalStone to:
9.4.1 Review, copy, reformat, modify, display, distribute, or otherwise use information to provide services on the Platform;
9.4.2 Capture and store data and information relating to the User’s account, identity validation, Transaction, and Services;
9.4.3 Store, record, distribute, alter, copy transmit and display Transaction information, documents and identity validation information of the User for any valid legal or business purpose, and further to maintain and display such information on the Platform’s Verification Portal to Customer and other Verification Portal Users, including, without limitation User Confidential Information and User Personal Data that is part of any Transaction information, Documents and identity validation information;
9.4.4 convey your information to other parties to your Transaction, or to those with appropriate authority, or to other third parties as provided by relevant agreements or applicable law;
9.4.5 store, record, distribute, alter, copy, or otherwise use in any manner, format and on any device or medium the Information from the Transaction for any valid legal or business purpose and no charge to us;
9.4.6 transmit User’s information to service providers in connection with services rendered; and
9.5 User represents and warrants that it has sufficient authority and rights to provide the grant of rights and authorisations.

10. User Information and Materials

10.1 You represent that you have all right title, and interest to materials you post on the Platform or documents you provide to CardinalStone (“Materials”), including but not limited to any consent, authorisation, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other Intellectual Property Right recognised by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity.
10.2 You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials or documents are true and your own work or work you are authorised to submit, and that the posted Materials do not contain any threatening, harassing, libellous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any Applicable Law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information.
10.3 You represent and warrant that the Materials you supply do not violate these Terms.

11. System Outages

11.1 CardinalStone periodically schedules system downtime for maintenance of the Platform and other purposes. In addition, unplanned system outages also may occur. CardinalStone does not have any liability and you waive all liability whatsoever for any unavailability of the Platform or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery or non-delivery of information caused by such system outages.
11.2 CardinalStone shall not have any responsibility or liability for any third-party acts or any other outages of web host providers or the internet infrastructure and network external to the Platform.

12. Consent

12.1 You consent to conduct electronic transactions and receive electronic communications through the Platform. This includes your consent to: (i) send and receive documents electronically; (ii) conduct business and complete transactions electronically. You understand that you are not required to give legal consent, however, if you decline, you will not be able to use the Platform.
12.2 You consent to the verification and authentication of your identity using third-party services. These methods may include using the Information, databases, audio and video conferencing technology, SMS text or email verification, credit reports, or other third party or other information with our Service or by third parties using any identify proofing methods, such as forensics, knowledge-based questions, biometrics, in any combination of hardware and software.
12.3 You grant permission to CardinalStone to create and store an electronic record of all transactions and documents online and offline.

13. Third-Party Web Sites

13.1 CardinalStone may, from time to time, provide links on the Platform to third party websites or information, these links are provided solely as a convenience to you. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by CardinalStone of the third party, the third-party website, or the information there.
13.2 CardinalStone has no control over, nor assume any responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that CardinalStone shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

14. Downloading files

CardinalStone cannot and does not guarantee or warrant that file available for downloading through the Platform will be free of infection by software viruses or other harmful computer code, files or programs.

15. Disclaimers

15.1 CardinalStone and its service providers, licensors and suppliers make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the Platform or the Content for any purpose. To the maximum extent permitted by Applicable Law, all such information, software, products, service and related graphics are provided “as is” without warranty or condition of any kind.
15.2 CardinalStone and its service providers, licensors and suppliers hereby disclaim all warranties and conditions of any kind with regard to the Platform and the Content, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
15.3 No statement or information, whether oral or written, obtained from CardinalStone in any means or fashion will create any warranty not expressly and explicitly set forth in this agreement.
15.4 The Content may include inaccuracies or typographical errors.

16. Indemnification and Limitation of Liability

16.1 Except to the extent prohibited by any Applicable Law, you agree to defend, indemnify, and hold CardinalStone, its subsidiaries, affiliated companies, licensors, employees, agents, and any third-party information providers, harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of:
16.1.1 Your use, misuse, or inability to use the Platform or the Content,
16.1.2 Your violation of these Terms, or
16.1.2 Your violation of Applicable Laws.
16.2 To the extent not prohibited by law, in no event shall CardinalStone be liable for any direct, indirect, incidental, special, punitive, exemplary, indirect, consequential or other types of damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Platform; any information available on the Platform; however caused, regardless of the theory of liability (contract, tort or otherwise) and even if CardinalStone has been advised of the possibility of such damages.
16.3 In no event shall CardinalStone’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed [N20,000] or the amount paid by you for using the Platform within a 6 months period, whichever is lesser.
16.4 The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
16.5 CardinalStone reserves the right to control the defence of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims.

17. No Recommendation or Investment Advice

[No Content or information on the Platform shall be construed as a recommendation or investment advice to a User whatsoever. You acknowledge that all investments are made subject to your weighing of the applicable risk involved, and you agree that CardinalStone and any of its affiliates have no liability for any losses which you may occur as a result of your reliance on any of the Content or information provided or found on the Platform.

18. Updates and Communications

18.1 CardinalStone reserves the right, at its sole discretion, to modify the Platform, Content and these Terms or any additional terms and conditions that are relevant to the Platform from time to time to reflect changes in the law or to the Services.
18.2 CardinalStone will post the revised terms on the Platform with a “Last Modification” date. Please review the Platform on a regular basis to obtain timely notice of any revisions. If you continue to use the Platform after the revisions take effect, you agree to be bound by the revised terms. You agree that CardinalStone shall not be liable to you or to any third party for any modification of the Terms.
18.3 You agree to receive all communications, agreements, newsletters, marketing or promotional materials and notices that CardinalStone provides in connection with the Services (“Communication”), including, but not limited to, Communications related to CardinalStone’s delivery of the Services and your purchase of or subscription to the Platform via electronic means, including by e-mail, text, in product notifications, or by posting them on the Platform. You agree that all Communications CardinalStone provides to you electronically satisfies any legal requirement that such Communications be in writing or be delivered in a particular manner and to agree to keep your Account contact information current.
However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at …….@cardinalstone.com

19. Updates and Communications

For more information on the types and use of personal information CardinalStone will collect in order to create your Login Credentials and Account, please review our [insert link to Privacy Policy.

20. Force Majeure

CardinalStone is not liable for any loss incurred by a User due to our delay or nonperformance arising out of any cause or event beyond our control, including acts of civil or military authority, national emergencies, epidemics, pandemics, labor difficulties, fire, mechanical breakdown, flood, catastrophe, acts of God, insurrection, war, riots, computer failure, communications failure, or power failure.

21. Severance

If any provision or part-provision of this Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph [22] shall not affect the validity and enforceability of the rest of this Terms.

22. Waiver

No waiver by CardinalStone of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of CardinalStone to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

23. Termination

23.1 CardinalStone may cancel, suspend or block your use of the Platform without notice if there has been a violation of these Terms. Your right to use the Platform will end once your registration is terminated, and any data you have stored on the Platform will be deleted, unless CardinalStone is required to retain it by law or for other valid business purposes.
23.2 You may terminate your registration at any time. CardinalStone is not responsible or liable for any records or information made unavailable to you due to your termination of registration. You agree that CardinalStone will not be liable to you or any other party for any termination of your access to the Service.
23.3 Upon termination of this Terms, you agree that you will pay to CardinalStone all outstanding fees, commission , etc., if any relating to your use of the Platform.
23.4 If CardinalStone suspends, restricts, limits or terminates your access to the Platform or Services pursuant to the above, CardinalStone will use commercially reasonable efforts to give you advance notice of pending suspension of at least [twelve (12) hours]C, unless CardinalStone determines, in its reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect CardinalStone, its users, or others. CardinalStone will not be liable for any claims or damages of any kind arising out of a reasonable suspension of the Platform or Services under this paragraph [23]. CardinalStone may maintain a suspension of the Platform or Services for as long as reasonably necessary to address risks to the Platform, Services or any content thereof.

24. Governing Law and Jurisdiction

24.1 This Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
24.2 The User agrees that any dispute, difference or claim arising out of or in connection with this Terms shall be resolved amicably by both parties within 30 days through negotiations failing which the dispute shall be settled exclusively and finally by Mediation. There shall be a mediator appointed by the Director of the Lagos Multi-Door Courthouse who shall settle such dispute.
24.3 Both Parties agree that the mediator’s decision is final and that they shall be bound by same and keep the contents of the mediation proceedings strictly confidential.
24.4 The language of the mediation shall be English, the venue of the mediation shall be Lagos, Nigeria and the cost of the mediation proceedings shall be borne by the breaching party as determined by the appointed mediator.

25. No Partnership or Agency

No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind CardinalStone in any respect whatsoever; instead, our relationship is that of independent contractors.

26. Miscellaneous

26.1 These Terms create no third-party beneficiary rights to CardinalStone’s products and services made available through the Platform.
26.2 Section headings are for ease of reference only.

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