Terms

Applies to users and investors on the Crowdital platform

Version 1.0

Governing law: Federal Republic of Nigeria

Status: Draft — for internal review

Prepared for Crowdital Limited

Contents

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1. Introduction and Acceptance​1

2. What Crowdital Is — and What It Is Not​1

3. Account Registration, Verification and Security​1

4. Investor Categorisation, Suitability and Limits​1

5. Investment Risk — Important Notice​1

6. Platform Continuity Risk​1

7. Subscriptions, Payments and Settlement​1

8. Redemptions, Maturities and Exit​1

9. Communications, Statements and Records​1

10. Acceptable Use​1

11. Intellectual Property​1

12. Third-Party Content and Links​1

13. Availability, Interruption and Force Majeure​1

14. Limitation of Liability​1

15. Indemnity​1

16. Complaints and Dispute Resolution​1

17. Changes to These Terms​1

18. General​1

19. Contact​1

Annex A — Regulatory and Statutory References to be finalised with counsel​1

Applies to: Users and Investors on the Crowdital platform

Operator: [Crowdital Limited] (RC [•]) ("Crowdital", "we", "us", "our")

Registered office: [Address], Lagos, Nigeria

Version: 1.0 | Effective Date: [•]

Governing law: Federal Republic of Nigeria

1. Introduction and Acceptance

1.1 These Terms of Use ("Terms") govern your access to and use of the Crowdital website, mobile applications, application programming interfaces, and all related services (together, the "Platform").

1.2 By registering for an account, accessing the Platform, or submitting a subscription instruction, you agree to be bound by these Terms, our Privacy Policy, our Anti-Money Laundering Policy, and any product-specific terms, key information documents, offer documents or risk disclosures presented to you at the point of investment (together, the "Platform Documents").

1.3 If you do not agree to these Terms, you must not use the Platform.

1.4 You must be at least 18 years of age, of sound mind, and legally capable of entering into a binding contract under Nigerian law.

2. What Crowdital Is — and What It Is Not

2.1 What we are. Crowdital is a digital distribution and aggregation platform. We provide technology that allows you to discover, compare, subscribe to, hold, monitor and (where permitted) exit regulated investment products issued, managed or arranged by third-party licensed institutions ("Product Partners" or "Issuers").

2.2 What we are not. Except to the extent we expressly state otherwise in writing and are duly licensed to do so:

(a) We are not the issuer, manufacturer, manager, trustee or custodian of the investment products listed on the Platform.

(b) We do not take deposits, and no money you place through the Platform is a deposit with Crowdital.

(c) We do not guarantee, underwrite, insure or assume the credit, market or performance risk of any product.

(d) We do not provide investment advice, tax advice, legal advice or a personal recommendation. Any tool, filter, score, ranking, comparison, illustration or educational content on the Platform is general information only.

(e) We are not an investment adviser or portfolio manager to you unless a separate, signed advisory or portfolio management mandate is in force between us or with our duly licensed affiliate.

2.3 Regulatory status. Crowdital operates [as / in partnership with] [entity], which is registered with the Securities and Exchange Commission, Nigeria under [licence/registration reference]. Each product listed on the Platform is offered pursuant to the licence, registration or exemption of the relevant Issuer, which is disclosed on the product page. Registration of an Issuer or a product does not amount to a recommendation by Crowdital or by any regulator, and does not guarantee returns or the safety of your capital.

3. Account Registration, Verification and Security

3.1 To transact, you must open an account and complete our onboarding, identity verification and suitability processes. You agree to provide information that is true, accurate, current and complete, and to update it promptly upon change.

3.2 We may decline, suspend, restrict, freeze or close an account at our discretion where:

(a) verification cannot be completed to our satisfaction;

(b) we suspect fraud, impersonation, money laundering, terrorism financing, sanctions exposure, market abuse, or use of proceeds of unlawful activity;

(c) you breach these Terms or any Platform Document;

(d) we are directed to do so by a regulator, court or competent authority; or

(e) continued service would place us in breach of law or of an obligation to a Product Partner.

3.3 We may be required by law to freeze an account or withhold funds without prior notice to you and, in certain cases, without disclosing the reason. See the Anti-Money Laundering Policy.

3.4 Your credentials are your responsibility. You must keep your password, PIN, one-time passwords, biometric access and device secure, and must not share them. You are responsible for all activity carried out under your credentials. Notify us immediately at [security@crowdital.com] of any suspected compromise.

3.5 Accounts are personal. You may not open an account for, or transact on behalf of, another person unless you are properly documented and approved as an authorised representative, trustee, attorney or corporate signatory.

4. Investor Categorisation, Suitability and Limits

4.1 We may categorise you as a Retail Investor, High Net Worth Investor, Qualified/Sophisticated Investor, or Institutional Investor on the basis of information you provide and applicable SEC rules.

4.2 Access to certain products is restricted by category. Some products are available only to qualified, sophisticated or institutional investors, and you may be required to attest to and evidence your status.

4.3 Where applicable law or Issuer terms impose investment limits (including retail exposure caps per offer or per period), you agree to comply with them and to provide the declarations we request. Providing a false declaration to obtain access to a restricted product is a material breach of these Terms and may be a criminal offence.

4.4 Any risk profiling questionnaire, appropriateness test or suitability filter is a compliance control, not a recommendation, and does not transfer the investment decision to us. The investment decision remains yours.

5. Investment Risk — Important Notice

5.1 Capital at risk. All investments carry risk. The value of an investment can go down as well as up. You may lose part or all of your capital. Past performance and target, projectedor indicative returns are not a reliable indicator of future results and are not guaranteed.

5.2 Risks include, without limitation: credit and default risk of an issuer or borrower; market, price and interest-rate risk; currency and FX-conversion risk; liquidity risk (many alternative products cannot be redeemed on demand and may have lock-up periods, gates, or no secondary market); concentration risk; counterparty and custody risk; operational and technology risk; legal, tax and regulatory change; and platform risk (see clause 6).

5.3 Product-specific risk disclosures prevail. You must read the offer document, prospectus, information memorandum, term sheet, trust deed, fund rules, key information document or equivalent for each product before subscribing. Where the Platform summary and the Issuer's offer document differ, the Issuer's offer document governs the product.

5.4 Products are not insured by the Nigeria Deposit Insurance Corporation and, unless expressly stated on the product page, are not covered by any compensation or guarantee scheme.

5.5 Diversification does not eliminate the risk of loss.

6. Platform Continuity Risk

6.1 If Crowdital ceases to operate, becomes insolvent or is wound up, your investment relationship is with the Issuer, not with Crowdital. Your holdings are recorded in the register of the relevant Issuer, fund administrator, registrar or custodian. Crowdital maintains [describe: record-keeping, back-up registrar arrangements, wind-down plan] so that your entitlements survive independently of the Platform.

6.2 Client monies (where handled) are held [with a licensed custodian / in a segregated client account with [Bank]] and are not Crowdital's assets, are not available to Crowdital'screditors, and are not used for Crowdital's operating expenses.

7. Subscriptions, Payments and Settlement

7.1 Placing a subscription instruction is an offer by you to the relevant Issuer. It becomes binding only when accepted by the Issuer (or its agent) in accordance with the product's offer terms. We may reject or return an instruction where verification, funding, allocation limits or Issuer conditions are not met.

7.2 You authorise us and our payment partners to debit, collect, hold in transit, remit and settle funds in accordance with your instruction. Funding must originate from an account held in your own name. Third-party funding is not permitted.

7.3 Offers may be scaled back, oversubscribed, undersubscribed, withdrawn, extended or cancelled by the Issuer. Where an offer does not close, funds are returned in accordance with the offer terms, without interest unless the offer terms provide otherwise.

7.4 Settlement, allotment, unit pricing and cut-off times are set by the Issuer/fund administrator, not by Crowdital. Cut-off times displayed on the Platform are indicative.

7.5 Fees. Platform fees, transaction charges, payment-gateway charges, FX spreads and any Issuer-level fees (management, performance, entry/exit, administration) are disclosed on the product page and in the Fee Schedule at [link]. Fees may be borne by you, by the Issuer, or shared, and we may receive commission, placement, distribution or trail fees from Issuers. You acknowledge that we may be remunerated by Issuers whose products you subscribe to. Material conflicts and remuneration arrangements are disclosed at [link].

7.6 Taxes. You are solely responsible for determining and discharging your tax obligations, including withholding tax, capital gains tax and stamp duties. We may withhold or deduct where required by law and may report to tax authorities.

8. Redemptions, Maturities and Exit

8.1 Redemption, maturity, coupon and distribution mechanics are governed entirely by the terms of the relevant product. Some products are illiquid, term-locked, subject to notice periods, redemption gates, penalty deductions or suspension of dealing.

8.2 Where a product permits early exit, penalties or unwind costs may apply and will be disclosed. Crowdital does not undertake to buy back, match, or find a buyer for any holding, and any secondary transfer facility (if offered) is provided on a best-efforts, non-guaranteed basis and may be suspended.

8.3 Proceeds are paid to a verified bank account in your name. We may delay payout pending completion of AML/CFT, sanctions or fraud checks.

9. Communications, Statements and Records

9.1 You consent to receive communications, contract notes, statements, notices and disclosures electronically, via the Platform, email or in-app message. Electronic delivery satisfies any requirement that a communication be in writing.

9.2 You must review statements and confirmations promptly and notify us of any discrepancy within [15] business days. Absent timely notice, records will be treated as accepted, save for manifest error.

9.3 We may record and retain calls, chats and instructions for compliance, training and evidential purposes.

10. Acceptable Use

You must not, and must not attempt to:

(a) use the Platform for money laundering, terrorism financing, sanctions evasion, tax evasion, fraud or any unlawful purpose;

(b) provide false, forged or misleading information or documents;

(c) use another person's identity, funds or bank account, or allow a third party to use your account;

(d) engage in market manipulation, insider dealing or any form of market abuse;

(e) scrape, crawl, mirror, reverse-engineer, decompile, penetration-test, or introduce malware into the Platform, or circumvent any security, rate-limit or access control (see the Cybercrimes (Prohibition, Prevention, etc.) Act);

(f) copy, republish, resell or commercially exploit Platform content, data, scores, rankings or research without our written consent;

(g) misrepresent your relationship with Crowdital or hold yourself out as our agent;

(h) upload unlawful, defamatory, infringing or harmful content; or

(i) use automated means to place instructions except through an interface we have expressly authorised.

Breach may result in suspension, closure, reversal of transactions, reporting to the Nigerian Financial Intelligence Unit, the SEC, the police or other authorities, and civil or criminal proceedings.

11. Intellectual Property

11.1 The Platform, and all software, source code, designs, trade marks, logos, methodologies, models, scoring frameworks, content and databases within it, are owned by Crowdital or its licensors and are protected by Nigerian and international intellectual property law.

11.2 We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for your personal, non-commercial investment purposes. All other rights are reserved. No right is granted to use "Crowdital", our logo or our marks without prior written consent.

11.3 Any feedback or suggestions you provide may be used by us without restriction or compensation.

12. Third-Party Content and Links

12.1 Product data, valuations, NAVs, performance figures, ratings, market data and documents are supplied by Issuers, fund administrators, custodians, registrars, data vendors and other third parties. We do not independently verify all such information and give no warranty as to its accuracy, completeness or timeliness. We rely on it in good faith.

12.2 We are not responsible for the content, products or practices of any third-party site, service or issuer that we link to or interoperate with.

13. Availability, Interruption and Force Majeure

13.1 The Platform is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted, error-free, secure, or that defects will be corrected.

13.2 We may suspend, withdraw or restrict all or part of the Platform for maintenance, upgrade, security, regulatory or operational reasons, with or without notice.

13.3 We are not liable for any failure or delay caused by events beyond our reasonable control, including power failure, telecommunications or internet outage, third-party payment or banking failure, cyber-attack, act of God, epidemic, insurrection, civil unrest, strike, regulatory direction, sanctions, or the act or default of an Issuer, custodian, registrar or bank.

14. Limitation of Liability

14.1 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

14.2 Subject to clause 14.1, we are not liable for:

(a) investment loss, loss of capital, loss of anticipated or projected return, or the default, insolvency, fraud or non-performance of any Issuer, borrower, custodian, registrar, bank or counterparty;

(b) any decision you make based on Platform content, tools, filters, comparisons or educational material;

(c) loss arising from your failure to keep your credentials secure, or from instructions given using your credentials;

(d) loss arising from inaccurate information supplied by you or by a third party;

(e) indirect, consequential, special, punitive or exemplary loss, loss of profit, loss of business, loss of opportunity, or loss of goodwill, however arising.

14.3 Subject to clause 14.1, our aggregate liability to you in respect of all claims arising in any twelve (12) month period, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the greater of (i) the total platform fees actually paid by you to Crowdital in that period and (ii) ₦[•].

14.4 Your remedy in respect of an investment product lies against the Issuer, in accordance with the product's offer documents.

15. Indemnity

You agree to indemnify and hold harmless Crowdital, its affiliates, directors, officers, employees and agents against all claims, losses, liabilities, fines, penalties and reasonable costs (including legal fees) arising from (a) your breach of these Terms or any Platform Document, (b) your violation of law or of the rights of a third party, (c) any false, misleading or incomplete information or declaration you provide, or (d) your misuse of the Platform.

16. Complaints and Dispute Resolution

16.1 Step 1 — Internal. Complaints should be sent to [complaints@crowdital.com]. We will acknowledge within [2] business days and aim to resolve within [15] business days, or such other period as the SEC Complaints Management Framework requires.

16.2 Step 2 — Escalation. If unresolved, you may escalate to the relevant Issuer's complaints channel, to the Securities and Exchange Commission's Complaints Management Framework, and (for capital market disputes) to the Investments and Securities Tribunal.

16.3 Step 3 — Arbitration. Any dispute not resolved under 16.1–16.2 and not within the exclusive jurisdiction of the Investments and Securities Tribunal shall be referred to arbitration in Lagos, Nigeria, before a sole arbitrator under the Arbitration and Mediation Act 2023, in English. Nothing prevents either party from seeking urgent injunctive relief from a court.

16.4 Governing law. These Terms are governed by the laws of the Federal Republic of Nigeria.

17. Changes to These Terms

17.1 We may amend these Terms. Material changes will be notified to you by email or in-app notice at least [14] days before they take effect (or immediately where required by law or regulator).

17.2 Continued use of the Platform after the effective date constitutes acceptance. If you do not accept a change, you may close your account, subject to the terms of any product you hold (which may be locked or illiquid).

18. General

18.1 Assignment. You may not assign your rights under these Terms. We may assign or novate to an affiliate or successor on notice to you.

18.2 Severability. If any provision is held unenforceable, the remainder continues in force.

18.3 No waiver. A failure to enforce a right is not a waiver of it.

18.4 Entire agreement. These Terms, with the other Platform Documents, constitute the entire agreement between you and Crowdital in relation to the Platform.

18.5 Language. These Terms are in English, which prevails over any translation.

18.6 Survival. Clauses 5, 10–16 and 18 survive termination.

19. Contact

[Crowdital Limited] | [Address], Lagos, Nigeria

General: [hello@crowdital.com] | Complaints: [complaints@crowdital.com] | Security: [security@crowdital.com]

Annex A — Regulatory and Statutory References to be finalised with counsel

• Investments and Securities Act 2025 and SEC Rules and Regulations (including rules on crowdfunding, digital asset offerings, fund/portfolio management, and complaints management)

• Companies and Allied Matters Act 2020

• Money Laundering (Prevention and Prohibition) Act 2022

• Terrorism (Prevention and Prohibition) Act 2022

• Nigeria Data Protection Act 2023

• Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended)

• Federal Competition and Consumer Protection Act 2018

• Arbitration and Mediation Act 2023

Draft for legal review — not for execution          Page 8 of 1