Terms & Condition

Version 1.0  •  Updated January, 2026

1. Agreement and Parties

This Agreement is made on the 5th day of January, 2026 (the "13th January, 2026").

Between: Thamani Invest Limited, a company incorporated under the laws of the Federal Republic of Nigeria ("Thamani", "the Company", "we", "us", or "our"); and

And: Any individual or legal entity who accesses, registers on, or uses the Thamani platform ("User", "Customer", "you", or "your").

2. Background

2.1 Thamani operates a technology-enabled platform that facilitates savings and provides access to curated investment opportunities offered by third-party partners, in accordance with applicable Nigerian laws and regulations.

2.2 Thamani is an aggregation and facilitation platform. Unless expressly stated in a specific product agreement, Thamani is not a bank, deposit-taking institution, stockbroker, fund manager, or crowdfunding platform, and does not provide investment advice, personalized financial advice, or guarantees of returns.

2.3 These Terms and Conditions (the "Terms") govern your access to and use of Thamani’s website, mobile applications, APIs, and related platforms (the "Platform") and all services provided through the Platform (the "Services").

2.4 By accessing or using the Platform or Services, you confirm that you have read, understood, and agree to be bound by these Terms, as may be amended from time to time.

3. Definitions

• Account means a user profile created by a User to access and use the Services.

• Agreement means these Terms and Conditions, including any annexes and policies incorporated by reference, as amended from time to time.

• Company means Thamani Invest Limited, including its successors, permitted assigns, affiliates, officers, directors, employees, agents, and representatives.

• Content means all text, graphics, images, software, audio, video, information, or other materials made available through the Platform.

• Intellectual Property means all intellectual property rights including copyrights, trademarks, trade names, patents, trade secrets, know-how, and other proprietary rights.

• Personal Data means any information relating to an identified or identifiable natural person as defined under the Nigeria Data Protection Regulation 2019 (and any successor legislation).

• Platform means Thamani’s website, mobile application, software, APIs, and any other digital channels through which Services are provided.

• Services means all services, products, features, content, applications, or functionalities offered by Thamani through the Platform.

• Third Party means any person, entity, or organization other than Thamani and the User.

• User Content means any content, data, information, or materials submitted, uploaded, or transmitted by a User through the Platform.

• Working Day means any day that is not a Saturday, Sunday, or public holiday in Nigeria.

4. Acceptance of Terms

4.1 By accessing, browsing, registering on, or using the Platform or Services, you accept and agree to be bound by these Terms and all policies referenced herein.

4.2 You may accept these Terms by (a) creating an Account; (b) clicking "I Accept", "I Agree", or similar; (c) funding a wallet, savings plan, or investment; or (d) continuing to use the Platform after being notified of changes.

4.3 If you do not agree to these Terms, you must immediately cease all use of the Platform and Services.

4.4 You represent and warrant that you have the legal capacity and authority to enter into this Agreement. For corporate Users, the person accepting these Terms warrants they have authority to bind the organization.

5. Services Description

5.1 Thamani provides a digital platform that may enable Users to: (a) save funds through savings plans; (b) access curated investment opportunities offered by third-party partners; and (c) participate in campaign-based offerings for partner products, subject to applicable terms.

5.2 Services may be made available as "as is" and "as available" and may be modified, suspended, or discontinued by Thamani from time to time, subject to applicable law.

5.3 Certain Services are subject to additional product-specific terms, which will be presented to you prior to use and will form part of this Agreement.

5.4 Thamani does not guarantee uninterrupted availability of the Platform and may conduct maintenance, updates, or repairs that may temporarily impact access.

6. User Registration and Accounts

6.1 Account Creation. To access certain Services, you must create an Account and provide accurate, current, and complete information as requested.

6.2 Eligibility. You must be at least eighteen (18) years old (or the age of legal majority in Nigeria) to create an Account.

6.3 KYC/AML. You agree to provide required verification information and documentation. Thamani may restrict, suspend, or terminate access where verification is incomplete or where required for regulatory compliance or risk management.

6.4 Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your Account. Notify Thamani promptly of any unauthorized use or suspected breach.

6.5 Prohibited Account Activities. You must not create accounts using false or misleading information, share credentials, use automated means to create Accounts, or create multiple Accounts without authorization.

6.6 Data Retention. Upon Account termination, Thamani may retain certain information as required by law or for legitimate business purposes including fraud prevention, dispute resolution, and compliance.

7. User Obligations and Conduct

7.1 You agree to use the Platform lawfully and in accordance with these Terms and all applicable Nigerian laws and regulations.

7.2 Prohibited Activities. You must not:

• Engage in fraud, money laundering, terrorism financing, or any unlawful activity;

• Misrepresent your identity, source of funds, or authority;

• Interfere with or disrupt the Platform, including by introducing malware or attempting unauthorized access;

• Upload or transmit unlawful, defamatory, obscene, or otherwise objectionable content;

• Infringe Thamani’s or any third party’s intellectual property rights;

• Collect or harvest Personal Data of other users without lawful basis and consent;

• Use the Platform for commercial solicitation or offering investments outside approved Thamani channels without Thamani’s prior written consent.

7.3 Monitoring. Thamani may monitor usage to ensure compliance and may remove content or restrict access where reasonably necessary.

8. Intellectual Property

8.1 Thamani retains all rights, title, and interest in and to its Intellectual Property, including trademarks, logos, software, interfaces, designs, algorithms, and documentation.

8.2 Subject to these Terms, Thamani grants you a limited, revocable, non-transferable, non-exclusive license to access and use the Platform solely for your personal or internal business use (as applicable).

8.3 User Content remains yours, but by submitting User Content you grant Thamani a non-exclusive, worldwide, royalty-free license to use, reproduce, and display such content solely for operating, improving, and providing the Services.

8.4 Feedback. Thamani may use feedback or suggestions provided by Users without any obligation to compensate or credit the User.

9. Privacy and Data Protection

9.1 Thamani collects and processes Personal Data in accordance with its Privacy Policy and applicable Nigerian data protection laws.

9.2 Personal Data may be used for account management, service provision, customer support, fraud prevention, regulatory compliance, analytics, and communications.

9.3 Thamani implements appropriate technical and organizational safeguards; however, no system is completely secure and Users are responsible for protecting their credentials.

9.4 Where cross-border transfers occur, Thamani will implement appropriate safeguards as required by law.

10. Fees, Payments, and Processing

10.1 Fees. Applicable fees (including platform fees, processing fees, spreads, commissions, or partner fees) will be disclosed on the Platform or in product-specific terms.

10.2 Payment Channels. Payments may be made through bank transfer, cards, mobile money, or other methods made available on the Platform.

10.3 Taxes. Users are responsible for applicable taxes arising from their use of Services unless otherwise required by law.

10.4 Refunds. Refunds (where applicable) are governed by Thamani’s refund policy and/or product-specific terms.

11. Limitation of Liability and Disclaimers

11.1 Liability Cap. To the maximum extent permitted by law, Thamani’s total aggregate liability to a User arising out of or in connection with these Terms shall not exceed the total fees paid by that User to Thamani in the twelve (12) months preceding the claim.

11.2 Excluded Losses. Thamani shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, loss of goodwill, or third-party claims.

11.3 Third-Party Partners. Thamani is not responsible for the acts, omissions, defaults, or performance of third-party partners, except to the extent required by applicable law and any express undertakings in product terms.

11.4 No Warranties. Services are provided on an "as is" and "as available" basis without warranties of any kind, to the maximum extent permitted by law.

11.5 Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded under Nigerian law.

12. Indemnification

12.1 You agree to indemnify and hold harmless Thamani, its directors, officers, employees, agents, affiliates, and licensors from and against claims, losses, costs, and liabilities (including reasonable legal fees) arising from your breach of these Terms, misuse of the Platform, violation of law, or infringement of third-party rights.

13. Termination and Suspension

13.1 For off-app investments, either party may terminate this Agreement by providing thirty (30) days’ written notice.

13.2 Thamani may suspend or terminate access immediately where it reasonably believes it is necessary to: (a) comply with law or regulatory requirements; (b) prevent fraud or security threats; (c) address material breach; or (d) protect other Users or third parties.

13.3 On termination, all rights and licenses granted to the User cease, and any outstanding obligations survive as applicable.

14. Dispute Resolution

14.1 The parties shall first attempt amicable resolution by good faith negotiations for thirty (30) days after written notice of dispute.

14.2 If unresolved, disputes shall be submitted to mediation via the Lagos Multi-Door Courthouse (or similar recognized mediation service).

14.3 If mediation fails, disputes shall be referred to arbitration under the Arbitration and Mediation Act 2023. The seat shall be Lagos, Nigeria, the language shall be English, and the decision shall be final and binding.

14.4 Either party may seek interim injunctive relief in a competent Nigerian court where necessary to prevent irreparable harm.

15. Force Majeure

15.1 Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government actions, or failures of power/telecommunications networks not attributable to the affected party.

15.2 The affected party shall notify the other promptly and use reasonable endeavors to mitigate the impact.

16. Modifications

16.1 Thamani may amend these Terms from time to time. Material changes will be communicated via email, in-app notification, or prominent notice on the Platform, where required.

16.2 Continued use of the Platform after the effective date of changes constitutes acceptance of the revised Terms.

17. Governing Law and Jurisdiction

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

17.2 Subject to Section 14 (Dispute Resolution), the parties submit to the jurisdiction of competent courts in Nigeria.

18. Severability and Entire Agreement

18.1 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.2 These Terms, together with any policies and product-specific terms incorporated by reference, constitute the entire agreement between Thamani and the User regarding the subject matter.

19. Acceptance and Electronic Signature

By clicking "I Accept", creating an Account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Electronic acceptance constitutes a legally binding agreement equivalent to a handwritten signature.

Date of Electronic Acceptance: [Automatically Generated]

IP Address: [Automatically Generated]