TRUSTCLAN TERMS OF SERVICE

1. Introduction

These Terms of Service ("Terms" or this "Agreement") govern your access to and use of Trustclan's platform, including any website, mobile application (the "App"), and all related services, features, content, and functionalities made available through such platforms (collectively, the "Platform").

This Agreement constitutes a legally binding contract between Trustclan ("we", "us", or "our") and you, whether acting in your personal capacity or on behalf of an entity ("you", "your", or "User"), with respect to your use of the Platform.

By accessing, registering for, downloading, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and any additional policies or guidelines referenced herein. If you are using the Platform on behalf of an organization, cooperative, or group, you represent and warrant that you have the authority to bind such entity to this Agreement.

Your continued use of the Platform constitutes ongoing acceptance of these Terms, including any modifications or updates made from time to time. If you do not agree to these Terms, you must immediately cease all use of the Platform and uninstall any associated applications.

Trustclan reserves the right to restrict, suspend, or terminate your access to the Platform at any time if you fail to comply with any provision of this Agreement.

2. Definitions

For the purposes of these Terms, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Account" means the registered user account created by you on the Platform, through which you access and use Trustclan's services, and which records your activities, transactions, and participation in ajo or cooperative groups.

"App" means any mobile application, software, or digital interface provided by Trustclan that enables access to the Platform.

"Platform" means the Trustclan technology infrastructure, including the App, website, and all related services, features, tools, and functionalities that facilitate ajo (esusu), cooperative management, and other financial coordination activities.

"User" means any individual or entity that has registered for and uses the Platform, including any person acting on behalf of such individual or entity with proper authorization.

"Authorized User" means any person granted permission by a User to access or operate their Account on their behalf, including cooperative administrators or designated representatives.

"Personal Information" means any information relating to an identified or identifiable individual, including but not limited to names, contact details, identification data, financial information, and any other data that can directly or indirectly identify a User.

"Financial Partner" means any licensed third-party financial institution, payment processor, or infrastructure provider engaged by Trustclan to facilitate payments, fund storage, transfers, or other financial services on the Platform.

"Ajo" (or "Esusu") means a rotational savings arrangement in which a group of Users contributes funds periodically, with each member receiving the pooled funds in turn, based on agreed rules.

"Cooperative" means a user-managed financial group formed on the Platform for the purpose of savings, lending, and other financial activities, where members may contribute funds and access loans subject to group-defined rules.

"Services" means all functionalities, features, and services provided by Trustclan through the Platform, including but not limited to ajo facilitation, cooperative management tools, savings, transaction tracking, and related support services.

"Third-Party Services" means any services, systems, or platforms provided by external providers that are integrated with or accessible through the Platform, including payment processing, identity verification, and banking infrastructure.

"Applicable Law" means all laws, regulations, guidelines, and regulatory requirements in force in the Federal Republic of Nigeria and any other jurisdiction applicable to the use of the Platform.

3. Changes to Terms

Trustclan reserves the right, at our sole discretion, to modify, update, or revise these Terms, our Platform, or any related policies at any time. Such changes may be necessary to reflect updates to our services, changes in the law, regulatory requirements, or operational needs.

Notification of Changes:

We may notify Users of modifications through:

• Announcements or messages on the Platform;
• Email communications to the address associated with your Account;
• Push notifications via the App; or
• Any other reasonable means we determine appropriate.

Effective Date of Changes:

Unless otherwise specified, all updates to these Terms or related policies will become effective immediately upon posting on the Platform or via other communication channels.

Your Responsibility:

It is your responsibility to review the Terms periodically to stay informed of any updates. Continued access to or use of the Platform after a change constitutes your acceptance of the revised Terms.

Material Changes:

For significant changes that materially affect your rights or obligations—such as changes to fees, privacy, or financial services—we may provide additional notice and may require your explicit acceptance before continuing to use certain features of the Platform.

Disagreement with Changes:

If you do not agree to any revised Terms, you must immediately stop using the Platform and close your Account. Your rights and obligations prior to the changes remain governed by the version of the Terms in effect at the time of your use.

4. Platform Nature and Role of Trustclan (Critical Clause)

1. Technology Platform Only

Trustclan operates strictly as a technology platform designed to facilitate financial coordination between users. The platform provides tools, interfaces, and processes that allow users to organize, manage, and participate in Ajo (Esusu) groups, cooperative savings, and related financial activities.

No Custody or Banking Role

You acknowledge that Trustclan:

• Does not hold, custody, or manage user funds. All funds are processed and held by licensed financial partners approved by Trustclan.
• Is not a bank, credit union, or other financial institution and does not offer banking services.
• Does not issue loans, extend credit, or provide financial guarantees directly to users.

3. No Guarantee of Financial Outcomes

Trustclan does not guarantee any payouts, returns, or repayment of contributions or loans. The completion of any Ajo cycle, cooperative loan repayment, or other financial agreement depends entirely on the actions of the participating users.

4. User-to-User Financial Agreements

All financial arrangements, including:

• Ajo (Esusu) contributions, rotations, or distributions
• Cooperative loans or savings contributions

are agreements strictly between users. Trustclan serves only as a facilitator and platform provider, offering technology to track, coordinate, and report transactions.

5. Limitation of Liability

Because Trustclan does not control or hold funds and does not provide financial guarantees, the platform cannot be held liable for losses, defaults, or disputes arising from user-to-user financial arrangements. Users participate at their own risk, and all risks are assumed by the users themselves.

6. Use of Licensed Financial Partners

All transactions on the platform are processed through licensed financial partners, which are responsible for the custody, investments and transfer of funds. Users consent to the involvement of these partners and agree to comply with any terms they require in connection with financial transactions.

5. Eligibility and Registration

1. Minimum Age Requirement

To create an account and use the Platform, you must be at least 18 years old. By registering, you confirm that you meet this minimum age requirement. If you are under 18, you are not authorized to use the Platform, and any account created in violation of this requirement may be immediately terminated.

2. Legal Capacity

You must have the legal capacity to enter into binding agreements under the laws applicable in your jurisdiction. By registering, you acknowledge that you are legally competent to agree to these Terms and any other agreements that govern your use of the Platform.

3. Accurate and Up-to-Date Information

When registering an account, you agree to provide true, accurate, current, and complete information as requested by the registration form. You also agree to update your information promptly if any details change, ensuring that your account information remains accurate at all times. Failure to do so may result in suspension or termination of your account.

4. Account Approval and Discretion

While we aim to provide a seamless registration process, we reserve the right to accept, reject, suspend, or terminate any account at our sole discretion. This includes, but is not limited to, situations where:

• Your registration information is incomplete, inaccurate, or fraudulent.
• We suspect unauthorized, illegal, or suspicious activity associated with the account.
• Your use of the Platform may violate our Terms, policies, or applicable laws.

5. Account Security and Responsibility

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify us immediately if your account is compromised or used without authorization. We are not liable for any losses resulting from unauthorized access to your account due to your failure to protect your login information.

6. Multiple Accounts

Creating multiple accounts is not allowed unless explicitly permitted by the Platform. Accounts found to be duplicates or fraudulent may be permanently removed without prior notice.

6. Account Responsibility

1. Confidentiality of Credentials

You are solely responsible for maintaining the confidentiality of your account login credentials, including your username, password, and any other authentication information. You agree not to share your credentials with anyone and to take all reasonable precautions to prevent unauthorized access to your account.

2. Authorized Use

Any activity performed through your account is deemed to be authorized by you. You acknowledge that you are responsible for all actions, transactions, or communications conducted under your account, whether or not you personally performed them.

3. Security Measures

You must take appropriate measures to protect your account from unauthorized access, including:

• Choosing a strong, unique password.
• Updating your password regularly.
• Logging out of shared or public devices.
• Immediately reporting any suspicious or unauthorized activity to Trustclan.

4. Liability for Unauthorized Access

Trustclan shall not be liable for any losses, damages, and expenses resulting from unauthorized access to your account caused by your failure to secure your login credentials. You agree to notify Trustclan immediately if you suspect that your account has been compromised.

5. Account Termination or Suspension

If we reasonably believe that your account has been used in violation of our Terms, or is compromised, we may suspend, restrict, or terminate your account without prior notice to prevent further unauthorized activity.

7. Ajo (Esusu) Services

1. Nature of Ajo Services

Trustclan provides a platform that enables users to create, join, and participate in Ajo (Esusu) groups, which are community-based savings and rotating contribution schemes. By participating in an Ajo group, you acknowledge and accept the inherent risks and responsibilities associated with group-based savings.

2. Mutual Trust Among Members

Participation in Ajo is based on mutual trust. All members are expected to make regular contributions as agreed within their group. Trustclan does not independently verify the financial reliability of members or guarantee that members will fulfill their contribution obligations.

3. Member Defaults

You understand that members may fail or default on their contributions. Default may occur for various reasons, including financial hardship or negligence. Trustclan provides tools to track, manage, and remind members of their contributions, but cannot enforce payments beyond platform mechanisms such as through the use of GSI from open banking infrastructure partners except as described below.

4. No Guarantee of Payout

Trustclan does not guarantee the receipt of funds, the timeliness of payouts, or the completeness of contributions. The total payout in any Ajo cycle depends on the collective contributions of all participating members.

5. Platform Measures

To encourage compliance and minimize defaults, Trustclan may implement measures such as:

• Penalties for late or missed contributions.
• Temporary restrictions or suspension of member participation for repeated defaults.
• Reputation scoring to reflect member reliability within the platform.
• Automatic Deduction via GSI Partner: In cases of default, Trustclan may use the Guaranteed Settlement Infrastructure (GSI) of our partner company to automatically deduct the owed contributions from the defaulting member's registered bank account, which is linked to their BVN (Bank Verification Number). This mechanism is intended to ensure that group contributions are fulfilled as much as possible while maintaining the integrity of the Ajo system.

6. Limitation of Liability

Trustclan bears no responsibility or liability for any losses, disputes, and damages arising from member behavior, defaults, or failure to contribute. Users agree that participation is at their own risk and that Trustclan is only a facilitator providing the platform for organizing Ajo groups.

7. Dispute Resolution Among Members

Any disputes between members regarding contributions, payouts, or obligations must be resolved within the group. Trustclan may provide tools or guidance to assist, but it is not a party to member-to-member disputes.

8. Cooperative Services

1. Management Tools for Cooperatives

Trustclan provides a suite of digital tools and features that allow cooperative administrators to manage savings, contributions, and lending activities within their cooperative. These tools are intended to facilitate record-keeping, communication, and reporting, making cooperative operations more efficient.

2. Loans and Lending

You acknowledge and agree that:

• Loans are issued solely by cooperative administrators. Trustclan does not provide loans or act as a lender.
• Trustclan does not underwrite, guarantee, or insure loans, nor does it ensure repayment. The risk of default rests entirely with the cooperative and its members.
• Trustclan is not responsible for any defaults, disputes, and losses arising from loan issuance or repayment.

3. Service Fees

Trustclan may charge fees for activities related to cooperative management, including loan facilitation, savings tracking, reporting, or other administrative services. All fees are communicated clearly on the Platform.

4. Limitation of Liability

Use of cooperative services is at your own risk. Trustclan is only a facilitator providing technology and tools; it does not assume responsibility for decisions or actions taken by cooperative administrators or members.

9. Fees and Charges

1. Scope of Fees

Trustclan may charge fees for various services, including but not limited to:

• Group creation for Ajo or cooperative groups.
• Platform processing fee
• Transactions such as deposits, withdrawals, and transfers.
• Default penalties for missed or late contributions.
• Cooperative management tools and reporting features.

2. Fee Changes

Fees are subject to change at any time. Updates to fees will be communicated through the Platform, including notifications or updates in the relevant service sections.

3. Acceptance of Fees

Continued use of Trustclan services constitutes your acceptance of the applicable fees. You agree to pay all fees due in a timely manner, and failure to pay may result in suspension, restriction, or termination of your account or access to specific services.

4. Payment Responsibility

You are responsible for all fees associated with your account, including those incurred by transactions, penalties, or cooperative activities. Trustclan reserves the right to recover unpaid fees through available mechanisms, including deductions via linked bank accounts or other payment methods authorized by you.

10. Third-Party Financial Services

1. Integration with Third Parties

Trustclan may integrate with licensed third-party financial providers to facilitate transactions, deposits, withdrawals, and other financial services. These providers are responsible for the processing, security, and compliance of all transactions conducted through their systems.

2. Acknowledgment of Third-Party Terms

By using the Platform, you acknowledge that these providers operate under their own terms, privacy policies, and compliance requirements, which may differ from Trustclan's policies. You agree to comply with their terms when engaging in transactions.

3. Limitation of Liability

Trustclan is not responsible or liable for any actions, omissions, delays, errors, or failures of third-party providers. This includes, but is not limited to:

• Delayed transactions
• Failed transfers
• Noncompliance by the third party
• Fees or charges imposed by the third-party provider

4. Compliance Requirements

Transactions through third-party providers may be subject to regulatory compliance, including KYC (Know Your Customer), AML (Anti-Money Laundering), and other legal obligations. You agree to provide accurate and complete information as required by these providers.

11. User Conduct

1. Prohibited Activities

You agree not to use the Platform for any unlawful, fraudulent, or abusive purposes. Prohibited activities include, but are not limited to:

• Impersonation of other users, administrators, or third parties
• Intentional default or manipulation of Ajo or cooperative contributions
• Harassment, bullying, or offensive behavior toward other users
• Interference with Platform operations, such as hacking, disrupting services, or introducing malware
• Misuse of the Platform in ways that violate these Terms or applicable law

2. Enforcement and Consequences

Trustclan reserves the right to monitor, investigate, suspend, or terminate accounts that engage in prohibited behavior. Violations may result in:

• Temporary or permanent suspension of account access
• Reporting to legal authorities if required by law
• Forfeiture of participation privileges, including Ajo or cooperative activities.

3. Responsibility for Actions

You are fully responsible for your actions on the Platform, and Trustclan does not assume liability for the consequences of your conduct, including harm caused to other users or financial losses resulting from prohibited activities.

12. Security and Access

1. User Responsibility

You are solely responsible for securing your devices, login credentials, and any methods used to access the Platform. This includes maintaining password confidentiality, keeping devices free from malware, and preventing unauthorized access.

2. Platform Security Measures

Trustclan may implement various security measures, including:

• Multi-factor authentication (MFA)
• Monitoring and detection tools to identify suspicious activity
• Encryption of data in transit and at rest
• Other systems designed to protect accounts and transactions

These measures are intended to enhance security, but do not eliminate all risks.

3. Limitation of Liability

Trustclan is not liable for any security breaches, losses, or damages arising from:

• User negligence, such as sharing passwords or failing to secure devices
• Compromise of devices used to access the Platform
• Attacks by third parties, including hacking or phishing

4. Prompt Reporting

You agree to notify Trustclan immediately if you suspect any unauthorized access or suspicious activity on your account, so appropriate measures can be taken.

13. Data and Privacy

1. Data Collection and Use

Trustclan collects, stores, and processes your personal and financial data in accordance with our Privacy Policy. This includes information provided during registration, transaction history, device information, and behavioral data on the Platform.

2. Consent to Data Processing

By using Trustclan, you consent to the collection, use, and sharing of your data as described in the Privacy Policy. This includes:

• Sharing data with licensed financial partners for processing transactions
• Providing information to regulatory authorities where legally required
• Using aggregated or anonymized data for analytics, service improvement, and risk management

3. Data Protection

Trustclan implements reasonable technical and organizational measures to protect your data against unauthorized access, disclosure, or loss. However, no system can be completely secure, and you acknowledge the inherent risks associated with electronic data storage and transmission.

4. User Responsibilities

You agree to provide accurate and truthful information, keep your personal data up to date, and comply with any data verification processes required by the Platform or its financial partners.

14. Service Availability

1. "As Is" and "As Available" Basis

The Trustclan Platform and all associated services are provided on an "as is" and "as available" basis. While we strive to maintain reliable access, you acknowledge that the Platform may experience interruptions, delays, or errors.

2. No Guarantee of Continuous Access

Trustclan does not guarantee uninterrupted or error-free service. Factors that may affect availability include, but are not limited to:

• Scheduled or unscheduled maintenance or updates
• Network outages or infrastructure issues
• Technical failures of hardware, software, or third-party systems
• External events beyond Trustclan's control, such as natural disasters or cyberattacks

3. Limitation of Responsibility

Trustclan shall not be liable for any losses, delays, and damages resulting from:

• Platform downtime or unavailability
• System failures or software bugs
• Delays or failures in transaction processing
• Issues arising from external infrastructure, including internet service providers or financial partners

15. Limitation of Liability

1. Extent of Liability

To the maximum extent permitted by law, Trustclan shall not be liable for any losses or damages arising from your use of the Platform, including but not limited to:

• Loss of funds due to user default in Ajo or cooperative activities
• Losses from cooperative loans or member-to-member transactions
• Indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities
• Failures or errors caused by third-party services integrated with the Platform

2. Cap on Liability

Notwithstanding any other provision, Trustclan's total aggregate liability arising from or related to your use of the Platform shall not exceed the total fees paid by you to Trustclan within the 12 months immediately preceding the event giving rise to the claim.

3. Acknowledgment of Risk

By using the Platform, you acknowledge that participation in Ajo, cooperative services, and other user-to-user financial arrangements carries inherent risks, and that Trustclan acts only as a facilitator. You accept these risks and agree that Trustclan's liability is limited as described in this section.

16. Indemnification

1. Your Obligation to Indemnify

You agree to defend, indemnify, and hold Trustclan, its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Platform, including participation in Ajo, cooperative activities, or any other services
• Your violation or breach of these Terms, including failure to comply with Platform rules, payment obligations, or applicable laws
• Any disputes or claims between you and other users, including defaults, unpaid contributions, or disagreements over cooperative or Ajo transactions

2. Scope of Indemnification

This indemnification obligation applies regardless of whether the claims arise from:

• Negligence, acts, or omissions by you
• Actions by third parties resulting from your use of the Platform
• Any other situation connected to your conduct, account, or use of Trustclan services

3. Cooperation

You agree to cooperate fully with Trustclan in the defense of any claim, including providing information, documentation, and assistance as reasonably requested.

4. Survival

This indemnification obligation survives the termination or suspension of your account and remains in effect after you cease using the Platform.

17. Suspension and Termination

1. Grounds for Suspension or Termination

Trustclan reserves the right to suspend, restrict, or terminate your account at its sole discretion without prior notice under circumstances including, but not limited to:

• Violation of these Terms, including prohibited activities, fraud, or abuse
• Detection of suspicious or fraudulent activity, including attempts to manipulate Ajo or cooperative contributions
• Legal or regulatory requirements, including requests by law enforcement or government authorities

2. Protection of Platform Integrity

In addition to suspension or termination, Trustclan may restrict access to certain features or services to protect the integrity, security, or operational stability of the Platform.

3. Effect of Termination

Upon termination:

• Your right to access the Platform immediately ceases
• Any pending transactions or contributions may be voided or delayed, subject to platform mechanisms
• Trustclan retains the right to enforce any obligations or fees incurred prior to termination

4. No Liability

Trustclan shall not be liable for any losses or damages resulting from account suspension, restriction, or termination.

18. Intellectual Property

1. Ownership

All rights, title, and interest in the Platform, including software, applications, content, graphics, logos, designs, trademarks, and branding, are owned exclusively by Trustclan or its licensors.

2. Restrictions on Use

You may not copy, reproduce, modify, distribute, display, or create derivative works based on the Platform or its content without explicit written permission from Trustclan.

3. Limited License

Trustclan grants you a non-exclusive, non-transferable, revocable license to access and use the Platform strictly for personal, non-commercial purposes, and in compliance with these Terms. Any other use, including commercial exploitation or reverse engineering, is strictly prohibited.

4. Reporting IP Violations

If you become aware of any unauthorized use of Trustclan's intellectual property, you agree to notify Trustclan immediately so appropriate action can be taken.

19. Risk Disclosure

1. Acknowledgment of Financial Risk

By using Trustclan, you acknowledge and accept that participation in Ajo (Esusu) groups, cooperative savings, or other financial arrangements involves inherent financial risks.

2. Possibility of Default

You understand that other users may default on contributions or loans, which can impact the timing or amount of payouts. Trustclan does not guarantee repayment or enforce contributions beyond the platform mechanisms.

3. No Insurance or Guarantees

Trustclan does not insure or underwrite funds, nor does it provide any financial guarantees regarding the outcomes of Ajo cycles, cooperative loans, and other user-to-user transactions.

4. Assumption of Responsibility

By using the Platform, you assume full responsibility for your participation, including any financial gains or losses resulting from your activities on the Platform.

20. Governing Law and Dispute Resolution

1. Governing Law

These Terms and your use of the Platform are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

2. Dispute Resolution Process

• Parties shall first attempt to resolve any disputes amicably through negotiation or mediation.
• If unresolved, disputes shall be submitted to binding arbitration in Nigeria, conducted in accordance with applicable arbitration rules and procedures.

3. Finality of Arbitration

The decision of the arbitrator shall be final and binding, and may be enforced in any competent court of law in Nigeria.

21. General Provisions

1. Entire Agreement

These Terms constitute the entire agreement between you and Trustclan regarding your use of the Platform and supersede all prior agreements, communications, or understandings, whether written or oral.

2. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

3. No Waiver

Failure or delay by Trustclan in enforcing any right or provision under these Terms does not constitute a waiver of that right or provision.

4. Assignment

Trustclan may assign or transfer its rights and obligations under these Terms without notice. You may not assign your rights without prior written consent from Trustclan.

22. Contact Information

For any questions, concerns, or requests regarding these Terms:

• Email: support@trustclan.com
• Registered Address: Lakeside, Tinapa Business Resort, Calabar, Cross River. Nigeria.

You agree that Trustclan may also communicate updates, notices, or changes to these Terms via email or notifications within the Platform.