By accessing, viewing the website or using the Services through any means, you accept our terms and conditions and agree to be bound.

1. Introduction

ARDILLATECH LIMITED and ARDILLA COPERATIVE SOCIETY (“Ardilla”) is a financial institution with a vision to increase financial inclusion. With our saving features, which encompass deposit functionalities, our saving and investment platform can streamline users’ financial activities and transactions. A subsidiary of Stackivy Limited, Ardilla is a fintech business that offers financial services to everyone, including savings, investments, insurance, and financial literacy training available on its website www.ardilla.africa.

2. Obligations

2.1. Eligibility The Platform and Services are intended solely for individuals who are:

i. 18 years of age or older. (in the case of individuals) or validly registered/incorporated in Nigeria (in the case of businesses);

ii. Nigerian citizens/legal residents in Nigeria;

iii. Hold valid bank verification numbers.

Any access to the Platform or use of the Services by any person or entity who does not meet up with the above criteria is not allowed or permitted and shall be in violation of these Terms of Use.

3. Fund/Portfolio Manager services

The Client hereby appoints Ardilla as its fund/portfolio manager and grants a limited power-of-attorney with discretionary trading authority to manage and trade the assets in your User Account. Ardilla accepts this appointment under the terms and conditions set forth. Our authority will include the ability to manage your User Account utilising your selected Ardilla investment model to:

i. invest in and trade in pooled investment vehicles ("Funds")

ii. manage cash balances within your User Account and

ii. manage cash balances within your User Account and

You acknowledge that:

Ardilla will deliver the Services exclusively through the Platform; All Client assets/investments are held with a licensed custodian for safekeeping in order to minimise the risk of their misappropriation, misuse, theft, and/or loss and in accordance with Applicable Law; In addition to the Platform, Ardilla may provide Services in person, over the phone, or through any other medium; and With respect to User Accounts where we have the discretion to effect trades without your prior consultation or approval (“Discretionary Accounts”), you may contact Ardilla by email during its business hours regarding questions about the Platform or Services. As part of the User Account opening process, you will be required to complete a questionnaire (the “Questionnaire”) that will provide us with certain information regarding your financial situation, including but not limited to information regarding your financial situation, goals, objectives and risk tolerance. Ardilla’s algorithmic-based technology will analyse your responses to the Questionnaire to provide an Ardilla strategy offering, which will include a portfolio of equities, bonds and/or Funds that are suitable based on your target risk profile, your financial objectives and other information. Please note that you are not under an obligation to select this option and are strictly advised to choose a strategy based on your preference as you are solely responsible for evaluating the merits and risks associated with any investments and the options provided. You may update your risk profile at any time by updating the responses to the Questionnaire. At a minimum, you will be prompted to review and/or update the responses to the Questionnaire on an annual basis. Your assets are used to purchase the securities to align your account to the corresponding target asset allocation within the recommended portfolio or your selected portfolio. It is your responsibility to update your information in the Questionnaire if your situation changes. You acknowledge that Ardilla does not provide: financial planning services and its Services are not a complete investment program; tax, accounting, investment or legal advice; You are encouraged to consider additional asset classes, strategies and investments to supplement your overall plan; and to consult with your tax advisor regarding any tax consequences related to your User Account. You acknowledge that neither the information nor any opinion, contained on the Platform constitutes a solicitation or offer by Ardilla or its affiliates to buy or sell any securities. Decisions based on information contained on the Platform are the sole responsibility of the Client/User. The information contained on our Platform is for informational purposes only and is not intended to be relied upon as a forecast, research or investment advice. The information on this Platform does not constitute a recommendation, offer or solicitation to buy or sell any securities or to adopt any investment strategy. Although the material on our Platform is based upon information that Ardilla considers reliable and endeavours to keep current, Ardilla does not assure that this material is accurate, current or complete, and it should not be relied upon as such. Any opinions expressed on the Platform may change as subsequent conditions vary. Past performance is no guarantee of future results.

4. Disclaimer and Limit of Liability

4.1. For a User who is not a Client

You understand and acknowledge that the investment results you could obtain from investment information and financial insights provided by Ardilla cannot be guaranteed and that Ardilla cannot be held responsible. All investments entail a risk of loss and you may lose money. Your election to engage our savings and investment services are subject to your explicit enrolment and acceptance of these Terms of Use. You agree and understand that your use of Ardilla is for educational purposes only and is not intended to provide legal, tax or financial planning advice. You agree as a User that you are responsible for your own investment research and investment decisions, that Ardilla is only one of many tools you may use as part of a comprehensive investment education process, that you should not and will not rely on Ardilla as the primary basis of your investment decisions and, except as otherwise provided for herein, Ardilla will not be liable for decisions/actions you take or authorise third parties to take on your behalf based on the information you receive as a User of Ardilla or information you otherwise see on our Platform.

4.8. Anti-Money Laundering

You represent and warrant the following and shall promptly notify Ardilla if any of the following ceases to be true and accurate: To the best of your knowledge (having made due and careful enquiries ), none of the cash or assets that will be managed by Ardilla has been or shall be derived from or related to any activity that is deemed to be in contravention or breach of Applicable Law; No contribution or payment by you to Ardilla shall cause Ardilla to be in violation of Applicable Law. Where we discover that the representations above are untrue or inaccurate or that our Platform and or Services are being used contrary to Applicable Law or for any suspicious transactions; as determined by us, you undertake to indemnify us against any loss, damages or expenses that we may incur as a result of it and further acknowledge that we have an obligation to report your activities to the relevant authorities without recourse to you.

4.9 Representations and Warranties

4.9.1 You represent and warrant that:

4.9.1. you have full power, capacity, and authority to access the Platform/use the Services;

4.9.3. the terms hereof do not violate any obligation by which you are bound, whether arising by contract or operation of law or otherwise;

4.9.4. the assets in the User Accounts are free from all liens and charges; and

4.9.5. you shall promptly notify Ardilla if any of your representations or warranties in this Agreement are no longer true or completely accurate.

6 Ardilla "Terms" and "Conditions"

6.2. You agree you will:

i. Comply with Applicable Law;

ii. Provide accurate and updated information to us, whether reported directly or through a third party who you authorise;

iii. Use the Services solely for your personal, non-commercial use;

iv. Use your real name on your profile and keep your password confidential;

v. Professionally use the Services

vi. Agreeing to our terms when creating a Dream, Valut and Grit Plan

vii. Waiving a percentage of your plan when you break your plan prematurely.

6.3. You agree you won't:

i. Circumvent, disable, or otherwise interfere with security-related features of the Platform or features that prevent or restrict the use or copying of any content or User information;

ii. Upload, email, transmit, provide, or otherwise make available:

iii. any User information that you do not have the lawful right to use, copy, transmit, display, or make available (including any User information that would violate any confidentiality or fiduciary obligations that you might have with respect to the User information); or

iv. any User information that infringes the intellectual property rights of, or violates the privacy rights of, any third-party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property rights, moral right, or right of publicity); or

v. unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or

vi. any personal information that is unlawful, obscene, harmful, threatening, harassing, defamatory, or hateful, or that contains objects or symbols of hate, invades the privacy of any third party, contains nudity, is deceptive, threatening, abusive, inciting of unlawful action, or are otherwise objectionable in the sole discretion of Ardilla; or any personal information that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy, or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation overloading, flooding, spamming, mail-bombing, or sending a virus to Ardilla; or

vii. any personal information that includes code that is hidden or otherwise surreptitiously contained within the User information;

viii. Use any meta tags or other hidden text or metadata utilising the Ardilla name, trademark, URL or product name;

ix. Forge any TCP/IP packet header or any part of the header information in any posting, or in any way use Ardilla to send altered, deceptive, or false source-identifying information;

x. Interfere with or disrupt (or attempt to interfere with or disrupt) any Ardilla web page, server, or network, or the technical delivery systems of Ardilla's providers, or disobey any requirements, procedures, policies, or regulations of networks connected to Ardilla.

xi. Attempt to probe, scan, or test the vulnerability of any Ardilla system or network or breach or impair or circumvent any security or authentication measures protecting Ardilla;

xii. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide Ardilla;

xiii. Attempt to access, search, or meta-search Ardilla or content thereon with any engine, software, tool, agent, device, or mechanism other than software and/or search agents provided by Ardilla or other generally available third-party web browsers, including without limitation any software that sends queries to Ardilla to determine how a website or web page ranks;

xiv. Violate the Terms of Use or any other rule or agreement applicable to you or Ardilla's inclusion in, reference to, or relationship with any third party or third-party site or service, or your use of any such third-party site or service; Collect or store personal information about other users without their express permission;

xv. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering, or commit fraud;

xvi. Solicit any User for any investment or other commercial or promotional transaction;

xvii. Scrape or copy information through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);

xviii. Use, launch, or permit to be used any automated system, including without limitation "robots," "crawlers," or "spiders"; or

xix. Copy or use the information, content or data on Ardilla in connection with a competitive service (as determined by Ardilla);

xx. Monitor Ardilla's availability, performance or functionality for any competitive purposes;

xxi. Use Ardilla or content thereon in any manner not permitted by these Terms of Use.

7. Copyright and Other Intellectual Property

7.1. The content contained on this Platform is owned or licensed by Ardilla and its third-party information providers and is protected by applicable copyrights, trademarks, service marks, and/or other intellectual property rights. Such content is solely for your personal, non-commercial use. Accordingly, in addition to specific restrictions outlined under clause 6.2, you may not copy, distribute, modify, post, frame or deep link this Platform, including any text, graphics, video, audio, software code, user interface design or logos.

7.2. You may download material displayed on the Platform for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content on the Platform for public or commercial purposes, including all text, images, audio, and video. Modification or use of the materials for any other purpose violates Ardilla’s intellectual property rights.

7.3. All trademarks, service marks, trade names, and logos displayed on the Platform are proprietary to Ardilla and/or their respective owners. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any trademark displayed on the Platform without the written permission of Ardilla or such other third party that may own the trademark displayed on the Platform. Your use of the trademarks displayed on the Platform, except as provided herein, is strictly prohibited.

7.4. The use of the images displayed on the Platform by you, or anyone else authorised by you, is prohibited. Any unauthorised use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications, as well as other regulations and statutes. If you download any information from the Platform, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

8. General Terms

8.1. In the event that any provision in these Terms of Use is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision. You may not assign your rights or novate or delegate your obligations under these Terms of Use(by operation of law or otherwise) without the prior written consent of Ardilla, and any prohibited assignment will be null and void.

8.2. Ardilla may assign these Terms of Use or any rights hereunder without your consent. The relationship of the parties under these Terms of Use is that of independent contractors, and these Terms of Use will not be construed to imply that either party is the agent, employee, or joint venture of the other. Note that if you elect to become a Client, the relationship of the parties will be governed by these Terms of Use and any additional terms to which you agree when you create and fund an investment account.

9. International Use

9.1. Ardilla is only for in Nigeira and any African countries.

9.2. Ardilla is only available for use in the Federal Republic of Nigeria. We make no representation that Ardilla is appropriate or available for use outside the Federal Republic of Nigeria. Similarly, we make no representations that accessing Ardilla from locations outside the Federal Republic of Nigeria is legal or permissible under Applicable Law. If you access Ardilla from areas outside of the Federal Republic of Nigeria, you do so at your own risk and are yourself responsible for compliance with local laws.

10. Miscellaneous

10.1. These Terms of Use, together with all guidance notes in respect of User Accounts as set out on the Platform and any Client agreement (if applicable) form the complete and exclusive agreement between you and Ardilla with respect to your use of our Platform and Services superseding and replacing any, and all prior or contemporaneous agreements, communications, and understandings, both oral and written, regarding the subject matter.

11. Governing Law and Dispute Resolution

11.1. These Terms of Use shall be governed, construed, and enforced pursuant to the laws of the Federal Republic of Nigeria.

11.2.. Any disagreement, dispute or difference howsoever arising, from these Terms of Use including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of these Terms of Use, which cannot be amicably resolved by the parties within 30 (thirty) days shall be referred to arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004.

12. Integration & Severability

If any provision of these Terms of Use is found to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect.

13. Waivers

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.