These Terms and Conditions (“Terms”) govern the relationship between you, the Client (“you,” “your,” or “User”), and Nairafolio (“the Company,” “we,” “us,” or “our”), a financial advisory and investment management entity duly established under the laws of the Federal Republic of Nigeria.

By accessing or using Nairafolio’s website, mobile application, or related services, you agree to be bound by these Terms. If you do not agree, you must refrain from using our services.

1. Definitions

For purposes of these Terms, the following definitions shall apply:

• “Client” or “User” means any person who accesses, registers for, or uses Nairafolio’s services.
• “Services” means the advisory, investment, consultation, and related functions provided by Nairafolio.
• “Funds” means any monies deposited, invested, or entrusted to Nairafolio by a Client.
• “Platform” refers to the Nairafolio website, mobile application, and associated systems.
• “Instruments” means the investment products available through Nairafolio, including Treasury Bills, Government Bonds, Commercial Papers, Debt Notes, Currencies, and related financial instruments.

1.1 The definitions provided herein are intended to ensure clarity of interpretation and shall apply throughout this document unless expressly stated otherwise. In case of conflict, the context of the provision shall determine the applicable meaning.

1.2 Words in the singular shall include the plural, and words in the plural shall include the singular, unless the context otherwise requires. Gendered terms shall apply equally to all genders.

1.3 Headings and subheadings in these Terms are provided for convenience only and shall not affect the interpretation or construction of any clause contained herein.

2. Eligibility and User Obligations

2.1 Only individuals who are eighteen (18) years of age or older and legally competent under Nigerian law may use Nairafolio’s services.

2.2 You warrant that all personal and financial information supplied during registration is true, complete, and up-to-date.

2.3 You undertake to:

• Use the Platform in compliance with Nigerian laws and regulations, including CBN and SEC directives.
• Keep login credentials confidential and notify Nairafolio immediately of unauthorized access.
• Ensure that deposited funds are derived from legitimate sources and not connected to money laundering, terrorism, or criminal activity.

2.4 You accept full responsibility for all activities conducted through your account, whether or not authorized by you.

2.5 Nairafolio reserves the right to request supporting documents, such as identification, proof of address, or banking details, in order to verify the accuracy of information provided by the User. Failure to supply such documents may result in suspension or termination of services.

2.6 By registering, you consent to Nairafolio conducting background checks, including credit verification, anti-money laundering screenings, and other due diligence measures as may be required under Nigerian law.

2.7 You acknowledge that failure to comply with these obligations may expose you to civil, regulatory, or criminal liability, for which Nairafolio disclaims any responsibility.

3. Scope of Services

3.1 Advisory & Consultations: Nairafolio provides personalized investment advice, budgeting support, and consultations.

3.2 Investment Products: Clients may invest in Instruments available through the Platform, including fixed-income securities and currencies.

3.3 Managed Funds: Where clients entrust funds to Nairafolio for management, the Company will allocate, monitor, and rebalance portfolios in accordance with its professional judgment and risk management practices.

3.4 App-Based Self-Service: Users may also invest directly through the Nairafolio app, subject to these Terms.

3.5 Nairafolio reserves the right to add, modify, or remove services or products at its sole discretion, provided such changes comply with applicable regulations.

3.6 The Services provided by Nairafolio are strictly limited to advisory, management, and facilitation of investments; they do not constitute banking, lending, or insurance activities unless specifically approved under Nigerian law.

3.7 The availability of certain Instruments or services may vary depending on market conditions, regulatory restrictions, or contractual arrangements with third parties. Nairafolio does not guarantee the availability of any particular investment option at all times.

3.8 The User acknowledges that Nairafolio may enter into partnerships with licensed custodians, brokers, or financial institutions, and the execution of Services may be partially carried out by such third parties acting under regulatory compliance.

4. Investment Risks and Guarantees

4.1 Guaranteed Investments: Treasury Bills and certain Government Bonds are backed by the Nigerian Government, with fixed returns payable upon maturity.

4.2 Non-Guaranteed Investments: Other Instruments, such as commercial papers, corporate debt notes, and currencies, are subject to market, issuer, and liquidity risks.

4.3 General Risks: You acknowledge that:

• Investment values may rise or fall due to market conditions.
• Returns may be affected by inflation, interest rates, and economic shocks.
• Investments in currencies are subject to exchange rate fluctuations.

4.4 Nairafolio undertakes to apply due diligence, diversification, and professional management, but cannot eliminate all risks.

4.5 Except where expressly stated as guaranteed, Nairafolio makes no assurance of profit or protection against loss.

4.6 The Client understands that all investments involve a level of risk, and that even where Nairafolio exercises professional diligence, losses may still occur.

4.7 Nairafolio shall not be held liable for any decline in investment value resulting from government policy shifts, regulatory interventions, macroeconomic instability, or acts of third-party institutions.

4.8 Clients are strongly advised to seek independent professional advice before making investment decisions, and Nairafolio disclaims responsibility for any reliance placed solely on marketing material or generalized information.

5. Deposits, Withdrawals, and Fees

5.1 Deposits and withdrawals may only be made via approved banks and payment processors.

5.2 Processing times for withdrawals are subject to banking schedules, regulatory compliance, and fraud-prevention checks.

5.3 Nairafolio may charge management, advisory, or administrative fees, which will be disclosed prior to transaction.

5.4 All deposits must be made in Nigerian Naira (₦), unless otherwise approved.

5.5 Nairafolio is not a bank and does not provide insured deposits; all funds are held for the sole purpose of investment.

5.6 Users acknowledge that transaction reversals, chargebacks, or fraudulent payment attempts may result in account suspension and recovery of costs incurred by Nairafolio.

5.7 The Company reserves the right to impose minimum investment thresholds, withdrawal limits, or holding periods as necessary to comply with operational or regulatory requirements.

5.8 In cases where regulatory authorities freeze or restrict accounts, Nairafolio shall not be liable for delays or inability to access funds until clearance is obtained from the relevant body.

6. Prohibited Activities

Users shall not use Nairafolio for:

• Fraud, misrepresentation, or the submission of falsified documents.
• Money laundering, terrorist financing, or unlawful financial activity.
• Circumventing CBN, SEC, or EFCC regulations.
• Any action that may compromise the integrity of the Platform.

Violation of this clause may result in immediate account suspension, fund freezing, and reporting to authorities.

6.1 Nairafolio reserves the right to investigate any suspicious activity and cooperate fully with Nigerian law enforcement agencies, regulators, and financial intelligence units.

6.2 Any attempt to interfere with the security, availability, or proper functioning of the Platform, including hacking, phishing, or denial-of-service attacks, shall result in immediate termination and possible criminal prosecution.

6.3 Clients acknowledge that Nairafolio may, at its discretion, block transactions or freeze accounts where unusual activity is detected, pending verification of lawful use.

7. Intellectual Property

7.1 All logos, designs, trademarks, content, and proprietary technology on the Platform belong exclusively to Nairafolio.

7.2 Users may not copy, reproduce, resell, distribute, or commercially exploit any part of the Platform without prior written consent.

7.3 Unauthorized use may result in civil and criminal liability under Nigerian law.

7.4 Users are granted a limited, non-exclusive, non-transferable license to use the Platform solely for personal investment purposes. This license does not extend to modification, reverse-engineering, or derivative use of Nairafolio’s systems.

7.5 All training materials, investment guides, or reports provided to Clients remain intellectual property of Nairafolio and may not be redistributed or published without prior consent.

7.6 Any intellectual property developed jointly with or submitted by Clients (such as feedback, suggestions, or improvements) may be used by Nairafolio without obligation to provide compensation, unless otherwise agreed in writing.

8. Limitation of Liability

8.1 To the fullest extent permitted by law, Nairafolio shall not be liable for:

• Losses arising from non-guaranteed investments.
• System downtime, cyberattacks, or third-party failures.
• Losses due to Client negligence or disclosure of credentials.

8.2 Nairafolio’s liability, where established, shall not exceed the total fees paid by the Client in the preceding twelve (12) months.

8.3 Nairafolio does not warrant that the Platform will be free of errors, interruptions, or vulnerabilities. The Company provides services on an “as is” and “as available” basis without implied warranties of merchantability or fitness for a particular purpose.

8.4 The Client acknowledges that market risks, inflationary pressures, government interventions, or currency fluctuations are beyond the control of Nairafolio, and therefore the Company cannot be held liable for such external shocks.

8.5 In no circumstance shall Nairafolio be liable for indirect, incidental, or consequential damages including but not limited to loss of profits, goodwill, or anticipated savings, even if advised of the possibility of such damages.

9. Indemnification

You agree to indemnify and hold harmless Nairafolio, its directors, officers, and affiliates against any losses, damages, claims, or expenses arising out of:

• Breach of these Terms.
• Misuse of the Platform.
• Violation of Nigerian laws.

9.1 The indemnification obligation extends to cover all legal costs, attorneys’ fees, regulatory fines, and enforcement expenses incurred by Nairafolio as a result of the Client’s actions.

9.2 Clients agree to cooperate fully with Nairafolio in defense of any claim arising from their account usage, including providing relevant documents, testimony, or evidence upon request.

9.3 This indemnity survives the termination of the Client’s account or the cessation of Nairafolio’s services, and remains enforceable for as long as claims may lawfully arise.

10. Termination of Services

10.1 By the Client: You may close your account at any time, subject to settlement of all outstanding obligations.

10.2 By Nairafolio: We may suspend or terminate accounts where:

• Fraud, illegality, or breach of Terms is detected.
• Regulatory directives require such action.
• False information has been provided.

10.3 Termination does not affect Nairafolio’s right to recover fees, damages, or enforce surviving clauses.

10.4 Upon termination, funds legally belonging to the Client shall be returned after deducting any outstanding obligations, fees, or regulatory holds. Processing times may vary depending on external factors.

10.5 Nairafolio reserves the right to retain transaction records, KYC documents, and other account information for the period required by law, even after termination.

10.6 Termination does not waive any rights or remedies accrued to Nairafolio prior to such termination, including legal action for recovery of damages or enforcement of indemnity provisions.

11. Force Majeure

Nairafolio shall not be held liable for failure to perform obligations caused by events beyond its control, including natural disasters, strikes, government restrictions, financial crises, technical failures, or pandemics.

Additional Clauses:

11.1 Force majeure shall also include cyberattacks, systemic failures in financial markets, sudden changes in fiscal or monetary policy, or suspension of services by banking partners.

11.2 During a force majeure event, Nairafolio shall be excused from performing its obligations for as long as the event continues, provided reasonable efforts are made to resume operations.

11.3 If the force majeure event persists beyond ninety (90) days, either party may terminate the agreement without liability, subject to settlement of outstanding funds and obligations.

12. Governing Law and Dispute Resolution

12.1 These Terms are governed by the laws of the Federal Republic of Nigeria.

12.2 In case of dispute, parties shall first attempt amicable settlement through negotiation.

12.3 Failing settlement, disputes may be referred to arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act.

12.4 Arbitration shall be conducted by a single arbitrator appointed jointly by the parties, or failing agreement, by the Chairman of the Chartered Institute of Arbitrators (UK), Nigeria Branch.

12.5 The decision of the arbitrator shall be final and binding on both parties, and judgment may be entered in any court of competent jurisdiction.

12.6 Nothing in this clause shall prevent Nairafolio from seeking interim relief, such as injunctions or asset freezes, from a Nigerian court where necessary to protect its interests.

13. Miscellaneous

13.1 Severability: If any provision is held invalid, the remainder of the Terms shall continue in effect.

13.2 No Waiver: Failure by Nairafolio to enforce any right shall not constitute waiver of that right.

13.3 Assignment: Users may not assign obligations without written consent; Nairafolio may assign rights subject to regulatory approval.

13.4 Entire Agreement: These Terms constitute the complete agreement between the parties and supersede prior communications.

13.5 These Terms create no partnership, joint venture, agency, or employment relationship between Nairafolio and the Client. Each party remains independent and responsible for its own obligations.

13.6 If any provision of these Terms conflicts with mandatory provisions of Nigerian law, such provision shall be deemed modified to the minimum extent necessary to comply with such law, without affecting the validity of the remaining Terms.

13.7 Headings are for convenience only and shall not affect the interpretation of these Terms. Any ambiguities shall not be construed against Nairafolio, but rather resolved in a manner consistent with the overall intent of the agreement.

14. Contact Information

14.1 Communications from Clients must be made through verified channels. Nairafolio shall not be held responsible for instructions or requests transmitted through unofficial or fraudulent means.

14.2 Clients are encouraged to retain copies of all correspondence with Nairafolio for their records. Any notices served by email shall be deemed delivered once successfully transmitted to the registered address.

14.3 For escalated complaints, Nairafolio shall provide details of regulatory complaint channels, including the Central Bank of Nigeria Consumer Protection Department and other relevant agencies.