TERMS AND CONDITIONS

Introduction

Welcome to Nigerian Exchange Group Plc (“NGX Group”) and its Affiliates’ Electronic Website/Homepage, hereinafter referred to as “Website” (which expression shall where the context so admits, include its successors–in-title and assigns).

By using this Website, you are acknowledging and agreeing to comply with and be bound by the following terms and conditions of use governing NGX Group’s/its Affiliates’ relationship with you in relation to this Website. These Terms and Conditions are for an indefinite term and legally binding, so please read them through carefully before accessing this Website. The onus is on you to access these Terms and Conditions, as well as any amendments made thereto. If you are not agreeable to these Terms and Conditions, you may not access this Website.

These Terms and Conditions are specific and apply to your use of this Website. Any changes to these Terms and Conditions will be updated on this Website and will be displayed when you access it.

Definitions

Wherever the following words and phrases appear in these Terms and Conditions they will always have the following meanings:

• “Affiliates” mean any and all subsidiaries of NGX Group which is controlled by or is under common control with NGX Group.
• “Data Subject” means an identifiable person. One who can be identified directly or indirectly by reference to an identification number or to specific information provided by him or her in accordance with the provisions of these Terms and Conditions.
• “NGX Group” means Nigerian Exchange Group Plc.
• “NIBSS” means Nigeria Inter Bank Settlement System Plc.
• “NITDA Regulation” or “NDPR” means the Nigeria Data Protection Regulation 2019 issued by the Nigeria’s National Information and Technology Development Agency (NITDA) and any amendment thereto;
• “Personal Information” means the data relating to a Data Subject which is collected to enable you to use the Website, and includes Bank Verification Number (BVN) data collected for the purpose of effecting a transaction on the Website;
• “Terms and Conditions” means the terms and conditions contained within this electronic document you are reading now;
• “You” means the person using this Website in accordance with these Terms and Conditions and ‘your’ shall be construed accordingly.

Eligibility

To use this Website, you must:

• Be 18 years of age or above. In the event that you are below 18 years of age, you are visiting the Website at your own risk and warrant that you have been advised by a broker and are acting with the direction of your parents or guardian;
• If your bank details are for a Bank in Nigeria, have your bank details registered with NIBSS under the BVN service;
• Have a valid email address and contact telephone number;
• Be a resident in a jurisdiction where this Website or any part therein is not restricted under its securities laws; and

You hereby confirm that in consideration of NGX Group/its Affiliates providing you access to the Website, you have read, understood and agreed to be bound by these Terms and Conditions each time you access this Website.

Registrations and Confirmation

By registering for the services provided through this Website You agree to pay any fees that are due in respect of any such service that You use. Where any service for which You register on or through this Website is provided by or with a service provider, agent or partner of NGX Group/its Affiliates, You agree that You will observe any additional terms and conditions associated with the part of the service provided by them.

By registering on this Website, You warrant to NGX Group and its Affiliates that all the information provided by you are true, complete and accurate in all respects. NGX Group and its Affiliates will take all information supplied via this Website at face value and shall not be responsible for any inaccurate, untrue or false information or any information supplied under false pretences.

Application for and Use of the Website

• NGX Group/its Affiliates reserves the right, at its sole discretion, to refuse to act on your registration application and/or updates of your registration data made via this Website.
• If your registration application is accepted, You agree to receive marketing and promotional materials via an email broadcast unless you have selected not to receive these materials; and consent that your registration details will be utilised by NGX Group/its Affiliates as the service provider when You register and login to the Website using your registration User ID for the subscription.
• Your consent to receive marketing and promotional materials electronically will remain in effect until You revoke such consent. To unsubscribe or revoke your consent to receive these Electronic notifications, You will need to apply the unsubscribe option made available within this Website. Please note that it may take some time for us to update our records to ensure your new choices are respected.
• You must ensure that you update your details (including any change in your email address) on the Website immediately whenever any such change occurs.

NGX Group’s/its Affiliates’ Obligations to Retain your Personal Information and your Access to and Control of such Personal Information

NGX Group and its Affiliates keep your Personal Information in line with set periods calculated using the following applicable criteria:

• How long You have been a customer with us, the types of products or services offering we provide You, and when You will stop being our customer.
• After You have stopped being our customer, for how long it is reasonable for us to retain your records to show we have met the obligations we have to You and by law.
• Any time limits for making a claim
• Any period for keeping your personal information which are set by law or recommended by the relevant regulators, professional bodies or associations or is in line with best practice.
• The nature of any contract we have in place with You.
• The terms of any consent given by You.
• Any relevant proceedings that apply.
• Our legitimate interests as a business.

The retention period is to enable NGX Group/its Affiliates use the personal data for the necessary legitimate purposes identified in full compliance with the legal and regulatory requirements. When NGX Group/its Affiliates no longer need to use your personal information, we will delete it from our systems and records, and/or take steps to anonymise the said personal information so that you cannot be identified or linked to the said personal information.

Access to and Control over Information

In respect of your Personal Information with us, You can do at any time the following by contacting us:

• If allowable, see what Personal Information we have about You, if any.
• Change/correct any Personal Information we have about You after providing the required documentation and if it is within your purview to change/correct.
• If allowable, and subject to points a – h above, have us delete any Personal Information we have about You.
• Request for contact details of the data protection officer, where applicable.
• If allowable, request for the purpose of the processing as well as the legal basis for processing.
• If allowable, request for information about interests, if the processing is based on the legitimate interests of NGX Group and its Affiliates or a third party.
• If allowable, request for the categories of personal data collected, stored and processed.
• If allowable, request for recipient(s) or categories of recipients that the data is/will be disclosed to.
• Information about how we intend to securely transfer the personal data to a third party or international organisation. NITDA will coordinate the transfer requests with the office of the Attorney General of the Federation, who will approve sending personal data to some countries that meet a minimum standard of data protection. Countries listed in the ‘white list’ of jurisdictions annexed to the NDPR Implementation Framework are exempted from the said approval in other cases, we will ensure there are specific measures in place to secure your information.
• Request for the duration of data retention.
• Request for details and information of automated decision making, such as profiling, and any meaningful information about the logic involved, as well as the significance and expected consequences of such processing and express any concern about our use of your Personal Information.

Your Responsibilities

• You confirm You have read these Terms and Conditions and the Privacy Notice and agree to be bound by them every time You access the Website;
• You shall not, and shall not attempt to decompile, reverse-engineer, translate, convert, adapt, alter, modify, enhance, add to, delete or in any way tamper with, or gain access to, any part of this Website or any services in relation thereto, or any software comprised in them.
• You shall not, and shall not attempt to, copy, reproduce, republish, frame, upload to a third party, transmit or distribute the whole or any part of this Website.
• You shall not send, submit, post or otherwise transmit, material or messages that contain software virus or any other files that are designed to interrupt, destroy, and negatively affect in any manner whatsoever, any electronic equipment in connection with the use of the Website or other user’s ability to use the Website.
• You shall not conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting) on or in relation to the Website without NGX Group’s/its Affiliates’ express written consent;
• You shall not use our Website for any purposes relating to marketing without NGX Group’s/its Affiliates’ express written consent;
• You warrant and undertake that at all times You have all authorisations and consents (if required) necessary for the transfer, use, control or processing of your Personal Information and other information furnished to or received by NGX Group/its Affiliates in connection with or pursuant to your use of the Website.
• By using the Website, You indemnify NGX Group/its Affiliates and all other parties involved in the development of the Website (collectively the “Indemnified Parties”) against any damages, losses, costs or liabilities arising out of or in connection with any claims against the Indemnified Parties arising from the transfer, use, control or processing of the Personal Information and other information You provide on the Website which are later discovered to be inaccurate, false and misleading.
• You assume all responsibility and risk for the use of this Website.

Liabilities and Exclusion of Liabilities

• NGX Group/its Affiliates shall not be liable to You for any loss or damage You may suffer or incur as a result of your use of the Website unless such a loss or damage results directly from the fraud or wilful default of NGX Group/its Affiliates.
• In the event that You do not comply with any provision of these Terms and Conditions and such non-compliance results in any loss or damage to NGX Group/its Affiliates, You agree and undertake to compensate NGX Group/its Affiliates for such loss and/or damage.
• Any limitation or exclusion of liability under these Terms and Conditions shall only be valid to the full extent permitted by law.
• NGX Group/its Affiliates is entitled, at its sole discretion, to take such steps as it may consider expedient, including any steps required to comply with any law, regulation, order, directive, notice or request from any government or regulatory authority (whether or not having the force of law).
• To the full extent permitted by law, NGX Group/its Affiliates shall not, in connection with the provision of the Website, be liable for any loss, damage or expense suffered by You or any third party by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instructions for whatever reason (including, without limitation, any failure or error of any computer or electronic system or equipment).
• In no event will NGX Group/its Affiliates or its third party providers be liable for any damages, including without limitation direct or indirect, special, incidental, punitive, or consequential damages, losses or expenses arising out of or relating to your use of this Website, any failure of performance, malfunction, fault in delivery, suspension, inaccuracy, termination, error, omission, interruption, defect, delay in operation or transmission, computer virus, line or system failure, unauthorized interception of information, unauthorized access or use or other security threats relating to the Website or any other cause in connection with the performance, operation, maintenance, use of or inability to use all or any part of the Website, even if NGX Group/its Affiliates or their agents or advisors are advised of the possibility of such damages, losses or expenses (past performance is no guarantee of future results).

Security and Confidentiality

• You understand and agree that You are responsible for maintaining the confidentiality of your User ID and password. You agree and undertake that:
  1. You will not disclose your User ID and password to any other person (as a precaution, NGX Group/its Affiliates recommends changing your login credentials periodically);
  2. You will notify NGX Group/its Affiliates immediately if You suspect that either your User ID and/or password have been lost or stolen or that any other person has obtained access to your registration details. Where You disclose (whether intentionally or unintentionally or to the extent permitted by law) either your User ID and/or password to any other person, NGX Group/its Affiliates disclaim all liability (including liability for negligence) for any loss or damage that You or any third party may suffer arising from or in connection with such disclosure or access to or use of these, and You agree and undertake to indemnify NGX Group/its Affiliates against any and all liability, costs, or damages arising out of claims or suits by third person(s) based on or relating to such access to or use of your User ID and/or password.
  3. You will log out of your browser at the end of each of your sessions on the Website.
  4. You shall solely be responsible for any activities that take place through your User ID or password.
  5. Since the internet and email communications are not necessarily secure and there is always a risk that such messages may be intercepted or tampered with by registering for and using this Website, You acknowledge that these risks exist and that confidentiality cannot always be assured.
  6. Except where NGX Group/its Affiliates have been fraudulent, NGX Group/its Affiliates do not have any responsibility and shall not be liable for any interception, redirection, corruption, copying, reading, tampering or loss of confidentiality which may take place either once an email message has been sent by NGX Group or prior to an email message being received by NGX Group/its Affiliates; or for any losses, claims, damages or expenses which may be suffered or incurred by You as a result of any such interception, redirection, corruption, copying, reading, tampering or loss of confidentiality.
  7. Notwithstanding that NGX Group/its Affiliates take reasonable care to ensure that electronic communications generated by it are free of viruses or other corruption of data, You shall before opening or using any documents or attachments check them for viruses and defects.
  8. If a communication from You is found to contain a virus, NGX Group/its Affiliates shall not be obliged to receive or act upon such communication.
  9. NGX Group/its Affiliates is not responsible in any way for direct, indirect, special or consequential damages arising out of or in connection with your use of this Website.
  10. Since by the nature of the Internet, transactions may be subject to interruption, transmission blackout, delayed transmission and incorrect data transmission. As such, NGX Group and its Affiliates are not liable in any way for such interruption, transmission blackout, delayed transmission and incorrect data transmission, loss of data or for malfunctions of any information systems or communications facilities not under its control that may affect the accuracy or timeliness of transactions.
  11. NGX Group/its Affiliates shall be entitled to disclose your User ID and password to any third party if required to do so by any law, regulation or court order.
  12. In no circumstances shall NGX Group/its Affiliates be liable to You in any way whatsoever for any loss, damage, costs and expense incurred by You as a result of, arising out of or in connection with, whether directly or indirectly, the wrongful or fraudulent use of your User ID or password.
  13. You shall have no rights, title, interests over your User ID or password. NGX Group/its Affiliates or relevant third party providers shall be entitled (in its sole discretion and without assigning any reason) to terminate the use of the same at any time whatsoever. Upon such termination, You shall no longer be entitled to use or access your User ID or password. NGX Group/its Affiliates shall not be liable to You or any third party for any termination, deactivation or deletion of your User ID or password.
• NGX Group/its Affiliates does not represent or warrant that this Website will always be available or meet your requirements, that access will not be interrupted, that there will be no delays, failures, inaccuracies, typographical or other errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system.
• You have sole responsibility for adequate protection and back up of your data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or of other destructive properties.
• NGX Group/its Affiliates make no representations or warranties regarding the accuracy, timeliness functionality or performance of any software that may be used in connection with this Website.
• To the full extent permitted by law, NGX Group/its Affiliates exclude all liability that may arise in respect of all the software that is used in connection with this Website. Please note that this Website may have capacity limitations if there are too many users accessing it concurrently.
• NGX Group/its Affiliates reserve the right to restrict access when security risks are detected.

Third Party Websites or Websites

• You may not frame, link or deep-link this Website to any other website or website without our prior written consent. Should You wish to frame or to set up a link / deep-link to this Website please contact NGX Group/its Affiliates via contactcenter@ngxgroup.com or kadebayo@nse.com.ng. Without prejudice to any of its rights, NGX Group/its Affiliates may upon discovering such unauthorised framing, linking or deep-linking disable them.
• If the Website provides links to Websites or websites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Website or website, You agree that NGX Group/its Affiliates are not responsible for the availability of, and content provided on third party Websites, websites or content. You are required to peruse the policies posted by other websites regarding privacy and other topics before use. NGX Group/its Affiliates are not responsible for third party content accessible through the Website, including opinions, advice, statements and advertisements, and You shall bear all risks associated with the use of such content. NGX Group/its Affiliates are not responsible for any loss or damage of any sort which You may incur from dealing with any third party. When You access such links please understand that they are independent from NGX Group and its Affiliates.
• By using any third-party content, You may leave the Website and be directed to an external website or website, or to a website or website maintained by an entity other than NGX Group/its Affiliates. If You decide to visit any such site, You do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or any other destructive elements. NGX Group/its Affiliates make no warranty or representation regarding, and does not endorse, any linked web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that NGX Group/its Affiliates or the Website sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of NGX Group or any of its Affiliates or subsidiaries.
• You hereby expressly acknowledge and agree that the linked sites are not under the control of NGX Group/its Affiliates and NGX Group/its Affiliates are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. NGX Group/its Affiliates are not responsible for the accuracy or quality of any such contents. NGX Group/its Affiliates are not responsible for webcasting or any other form of transmission received from any linked site. NGX Group/its Affiliates are providing these links to You only as a convenience, and the inclusion of any link shall not be construed to imply endorsement by NGX Group/its Affiliates in any manner of the Website.

Changes and Operation of the Website

NGX Group/its Affiliates reserve the right, at its discretion, to make changes to any part of the Website, suspend or terminate the operation of the Website at any time for the purposes of support and maintenance or to update the information contained on the Website and the Information or these Terms and Conditions in order to improve or streamline the services which it offers. Should these Terms and Conditions be amended, NGX Group/its Affiliates will publish details of the amendments on the Website.

By using this Website, You agree to be bound by and You agree to periodically visit the Website to determine the then current terms of use to which you are bound. In the event that NGX Group/its Affiliates change these Terms and Conditions, amendments will be published on the Website.

Validity

• If one, or part of these Terms and Conditions proves to be legally unsound or unenforceable in any way, this will not affect the validity of the remaining terms in any way.
• If we relax any of these Terms and Conditions once, this may be on a temporary basis or as a special case; it will not affect our right to enforce that term strictly again at any time.

Indemnity

You agree to indemnify and hold harmless NGX Group/its Affiliates and their officers, agents, and employees from and against any and all claims, demands, costs, damages and or penalties arising out of any failure by You or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by You or such agent of any information or images provided on this Website.

Intellectual Property Rights

• The composition contained in this Website (“NGX Group Content”), including but not limited to, text, data, audio, video, programming, functionality, software, source code, graphics, photographs, databases, illustrations, artwork, names, logos, designs, button icons, scripts, trademarks, trade dress, service marks, domain names, service names and the information contained in the Website regarding or connected to NGX Group and its Affiliates and in respect of their activities, whether registered or unregistered, are either owned by and are the intellectual property of NGX Group or its Affiliates or licensed to NGX Group or its Affiliates, and are subject to copyright and other intellectual property rights under Nigerian Law and applicable international conventions. Where applicable some of NGX Group Content, including but not limited to the text, images and other information herein and their arrangement, are protected by copyright, trademark and other proprietary rights of the relevant third party providers. NGX Group and its Affiliates reserve the right to take legal action in respect of any reproduction, copying, imitating, aggregating, reproducing, distribution, framing, displaying, selling, licensing, uploading to a third party or for personal use, publication, adaptation, broadcast, public performance or other use or communication to the public of the information contained on the Website without the prior written consent of NGX Group or its Affiliates (whichever is applicable). You are not permitted to use any of the trademarks displayed on the Website without the prior written consent of NGX Group/its Affiliates or the third party that owns the trademark.
• Unauthorised use/exploitation of NGX Group Content on the Website may violate copyright, trademark and other applicable intellectual property and proprietary laws in force in Nigeria and/or outside Nigeria and could result in criminal or civil penalties. You are granted a non-exclusive, non-transferable, limited right to access the Website in order to use the and/or subscribe to the Website.
• Nothing contained herein shall be construed as conferring by implication, estoppels, or otherwise any license or right under any patent, trademark, or proprietary rights of NGX Group/its Affiliates or of any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right to NGX Group copyright.
• NGX Group and its Affiliates represent that this Website and NGX Group Content either belong to NGX Group or its Affiliates or are licensed to NGX Group or its Affiliates and are protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws and conventions in force in Nigeria and/or outside Nigeria. NGX Group Content is provided to you “AS IS” and solely for the purpose of using the and/or subscribing to the Website and may not be used, including as part of trademarks and/or as part domain names, in connection with any product or service or website in any manner that is likely to cause confusion and may not be copied, imitated, reproduced, aggregated, distributed, broadcast, displayed, sold, licensed, or otherwise used or exploited for any other purpose whatsoever in whole or in part, without the prior written permission of NGX Group or its Affiliates (whichever is applicable). You agree not to republish (for any lawful or unlawful purpose), reproduce, copy or modify, imitate, aggregate, distribute, broadcast, display, sell, license, or otherwise use or exploit any part of NGX Group Content on this Website without prior written permission from NGX Group or its Affiliates (whichever is applicable). All rights not expressly granted herein are reserved.
• All trademarks, service marks, logos and any other marks whatsoever are used for the benefit of their respective owners and are not intended to infringe the trademark of any such person.
• NGX Group/its Affiliates or any of its relevant third party providers (as an intended third party beneficiary) may enforce its rights against you.

Assignment and Severability

Each of the provisions of these Terms and Conditions is severable and distinct from the others. If at any time one or more of such provisions is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall not be affected in any way.

NGX Group and/or its Affiliates may assign their/its obligations and rights under this Terms and Conditions to an Affiliate or a successor entity and your Personal Information as well as the use and processing of such Personal Information may be among the assets transferred by NGX Group and/or its Affiliates. By Registering on this Website, you acknowledge and consent that such transfers may occur and are permitted by these Terms and Conditions.

Third party advertising

NGX Group/its Affiliates allow third parties to place advertisements on the Website. Third party advertisements are clearly labelled as such and may be chargeable. NGX Group/its Affiliates do not endorse and is not responsible for the content of any third party advertisement on this Website or otherwise.

Access to this Website

ACCESS TO THIS WEBSITE OR ANY PART OF IT MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. BY YOUR USE OF THIS WEBSITE, YOU CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS WEBSITE OR ANY AREA OF THE WEBSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY.

Automated Processing of Personal Data

NGX Group and its Affiliates may engage in activities which involve the automated processing and/or profiling of information you provide us where (i) it is necessary for entering into or performance of a contract; (ii) it is authorized or required by law (which also provides safeguards for you); or (iii) it is the subject of explicit consent from You. You hereby consent that in the circumstances not covered above NGX Group and its Affiliates can engage in activities which involve the automated processing and/or profiling of your information in respect of the services for which You provided the Personal Data. Such automated processing and/or profiling in respect of the services can include, without limitation, carrying out automated processing and/or profiling for the purpose of improving the services or introducing more services.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this Website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the Federal Republic of Nigeria who wish to view this Website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If You are resident or located in a country that renders the accessing of this Website or any part or parts thereof illegal, whether or not subject to making certain notifications or taking other action, You should not view this area of the Website or such illegal part or parts of the Website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If You are in any doubt, You should not continue to seek to access this Website or area of the Website.

You should not forward, transmit or show the announcements, information or documents contained in this Website to any person (other than your professional advisers). In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so