INTRODUCTION. By agreeing that this Trust Deed forms the terms and conditions of using the Platform, the Client represents and agree that they have read it carefully and understood its terms. The Client should not sign this Trust Deed if the Client has any questions about their obligations under this Trust Deed, the services that Sankore is agreeing to provide, or the limitations of those services. If the Client has questions, the Client is to contact Sankore at firstname.lastname@example.org prior to signing this Trust Deed. The Client is advised to retain this Trust Deed for future reference.
The Client further understands and agrees that while WealthTech and Sankore are affiliated entities, they are separate entities and are not responsible for the obligations, acts, or omissions of one another. Accordingly, WealthTech or Sankore shall not indemnify or be held responsible by the Client for the obligations, acts, or omissions of either Sankore or WealthTech Party.
The Client understands and agrees that, the terms and conditions of this Trust Deed governs aspects of the Client’s relationship with Sankore, and all Investment products now or in the future offered on the Platform, commencing on the date Client begins investing on the Platform.
THE CLIENT WILL CAREFULLY READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS OF THIS TRUST DEED BEFORE ENTERING ELECTRONIC SIGNATURE. IF THE CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS TRUST DEED, THE CLIENT IS REQUIRED TO ADDRESS THEM WITH WEALTHTECH LIMITED BEFORE AGREEING TO IT.
THE CLIENT UNDERSTANDS THAT MARKING "I ACCEPT" IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS TRUST DEED AND THE CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. THE CLIENT UNDERSTANDS THAT THIS TRUST DEED MAY BE AMENDED FROM TIME TO TIME BY SANKORE, WITH REVISED TERMS POSTED ON THE PLATFORM. THE CLIENT AGREES TO CHECK THE PLATFORM FOR UPDATES TO THIS TRUST DEED.
THE CLIENT UNDERSTANDS THAT BY CONTINUING TO INVEST ON THE PLATFORM WITHOUT OBJECTING TO REVISED TERMS OF THIS TRUST DEED, THE CLIENT IS ACCEPTING THE TERMS OF THE REVISED TRUST DEED AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
DEFINITIONS. The terms set forth below have the following meanings as used in this Trust Deed:
TERMS AND CONDITIONS. This Trust Deed sets forth the terms and conditions governing the purchase, sale and trading of Investment on the Platform. In particular, it governs the relationship between Sankore and the Client concerning the Trust Assets that are maintained, as described below, in the Client Account on the Platform. The provisions in this Trust Deed are in addition to any other terms which the Client has agreed to regarding investing on the Platform.
TRUE AND ACCURATE INFORMATION. The information provided by the Client on the Platform is incorporated into this Trust Deed. The Client attests that such information, and any other information provided to WealthTech in connection with the services contemplated by this Trust Deed, are current, accurate, truthful, and complete. Unless otherwise required by this Trust Deed, the Client agrees to promptly notify WealthTech via […] of any change to the information, but in any event within 30 (thirty) days of such change. The Client agrees to indemnify and hold WealthTech, Sankore and its affiliates harmless from and against any and all Losses arising out of or relating to the Client’s failure to provide true and accurate information on the Platform or to update such information as required. The Client further represents that no one else has an interest in the Client Account except the Client and any other person that the Client has previously disclosed to WealthTech through the Platform, or otherwise in a manner specified by WealthTech.
DECLARATION OF TRUST. The Client hereby unconditionally declares and appoints Sankore as its "Trustee" to hold all rights, title, interest and benefits, present and future, in, to and under the Trust Asset, and Sankore hereby gives its consent to be appointed as the Trustee of the Client's Trust Asset on the Platform. The reference to the Client's Account shall include all rights, benefits and interest’s ancillary to or incidental to it.
Sankore warrants that it owes a fiduciary duty to Client regarding the Trust Asset.
The Client hereby conveys, transfers and assigns to Sankore the Trust Asset purchased by the Client on the Platform now or in the future, the receipt of which, the Sankore hereby acknowledges.
Sankore declares that the Trust Assets on the WealthTech Platform and all interests therein are held by it in trust on behalf of the Client and exclusively for the benefit of the Client as defined under this Trust Deed and Sankore claims no personal right or interest in the Trust Asset
SANKORE HEREBY UNDERTAKES NOT TO SECURE ANY OF ITS PRESENT OR FUTURE INDEBTEDNESS FOR BORROWED MONEY BY ANY LIEN, PLEDGE, CHARGE OR OTHER SECURITY INTEREST WITH THE TRUST ASSET.
NO RECOURSE. The Client's Trust Asset is the sole source of proceeds for payments to the Client. The Trust does not represent an interest in or obligation to any other asset of WealthTech or Sankore. Accordingly, the Client by executing this Trust Deed, acknowledges that it will have no recourse to any other assets of WealthTech or Sankore (other than the Trust Asset).
Sankore shall open and operate a Transaction Account in its name with an account bank determined by Sankore in its sole discretion. Sankore shall be the sole signatory to the Transaction Account and shall have access to such account for the purpose of carrying out its duties under this Trust Deed and making all payments due to the Client.
POWERS, DUTIES AND INDEMNITIES OF SANKORE. Without prejudice to the powers and duties vested in Sankore by this Trust Deed or otherwise, Sankore:
PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM. Payment of any principal, interest and premium (if any) owing or due on all or any part of the Client’s Trust Asset will be credited electronically to the Client Account on the Platform.
The remittance to the Client Account of any principal, interest and/or premium payable in respect of the Client's Trust Asset shall constitute a discharge of the payment obligations of Sankore to pay such principal, interest and/or premium.
Notwithstanding the above, the Client acknowledges that all fees, expenses and charges applicable to the Client's use of the Platform or subscription to any product or service on the Platform shall be borne solely by the Client, and shall be deductible from the Trust Asset.
CONFIDENTIALITY: Each Party undertakes that it shall not use, or divulge or communicate to any third party, any information, document or knowledge concerning the Parties and the terms of this Trust Deed which they have received by virtue of this Trust Deed and which was not previously available to them or is not in the public domain (or which is in the public domain but through a breach of any provision of this Trust Deed) (the "Confidential Information"), without the consent of the Party to whom the Confidential Information pertains.
Provided that each Party, subject to prior notification of the other Parties, shall not be prohibited from disclosing or using any information if and to the extent the disclosure or use is required by law, any judicial proceedings arising out of this Trust Deed, any governmental or regulatory body or any stock exchange or depository on which the Trust Asset are listed or held, or any tax authority in connection with the tax affairs of the disclosing party.
TRADING. Sankore, by itself and/or through 3rd party partner brokers, will place orders for execution of the Client's investment mandate. The Client will receive the price at which such orders are executed in the marketplace. Instability in financial markets may expose the Client to greater market, liquidity, and execution risk, including extreme bid-ask spreads, acute price dislocation, and incomplete execution. Therefore, Sankore reserves the right, at any time and without notice, to delay or manage trading in response to market instability. Provided that the Client understands and agrees that Sankore will not be liable to the Client for any Losses incurred by the Client resulting from any such delay
If Sankore delays placing orders in response to extraordinary market volatility for greater than sixty consecutive minutes during Sankore Trading Hours, WealthTech will undertake to provide notice of such delay to the Client. Notwithstanding, Sankore shall not delay or manage trading based on any view about whether markets are likely to rise or fall.
ORDER HANDLING. Sankore may, at its discretion, but is not required to, aggregate or combine orders for the sale or purchase of the Client's Trust Assets with orders for the same security for other Sankore clients, and for Sankore’s own account. Provided that aggregation will only be undertaken if it is unlikely to work to the disadvantage of Client.
POWER TO DELEGATE OR APPOINT 3RD PARTY PARTNER BROKERS. Sankore may appoint 3rd party partner brokers to transact or conduct or carry out any trade instructions of the Client. It is hereby agreed that, for the purpose of liability, where Sankore appoints a 3rd party partner brokers, it will not be liable for the acts or omissions of such 3rd party partner brokers provided that Sankore exercised due care and diligence in the selection of such 3rd party partner brokers.
ACCESS INTERRUPTIONS. The Client understands that neither Sankore nor WealthTech guarantee that access to the Platform will be available at all times. WealthTech reserves the right to suspend access to the Platform without prior notice, for scheduled or unscheduled system repairs or upgrades. In addition, access to the Platform, and hence, the Client Account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by WealthTech and/or Sankore, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. The Client agrees that neither WealthTech nor Sankore will be liable to the Client for any Losses incurred by the Client (including, but not limited to, lost profits, trading losses, and similar damages) resulting from such access limitations or unavailability.
SECURITY. When the Client accesses the Platform using an up-to-date version of third-party web browser (such as Microsoft Internet Explorer, Firefox, Chrome, or Safari) that is compatible with industry standard encryption, WealthTech's security systems automatically protect the Client's communications through server authentication and data encryption. In addition, the Client agrees that neither Sankore nor WealthTech will be liable to the Client for any security breach or Losses incurred by the Client where the Client accesses the Platform other than in the manner prescribed.
LIMITATION OF LIABILITY. Without prejudice to the previous and subsequent provisions of this Trust Deed,
ELECTRONIC SIGNATURES. The Client's action in providing an electronic signature, constituted by clicking a designated acceptance button is valid evidence of consent to be legally bound by this Trust Deed and by other documentation governing the Client’s relationship with Sankore, and as valid evidence of consent to be legally bound by any other documents relating to the Platform.
The use of an electronic version of the Client Account documents fully satisfies any requirement that they be provided to Client in writing. Client acknowledges that Client may access and retain a record of the documents relating to the Platform which Client electronically signs. Client is solely responsible for reviewing and understanding all the terms and conditions of these documents.
Client accepts as reasonable and proper notice, for the purpose of all Applicable Laws, notice by electronic means, including, the posting of modifications to this Trust Deed on the Platform.
NOTICES. All notices to the Client shall be valid if sent by electronic communication, posted on the Platform and/or the Client Account. Except where expressly stated otherwise in this Trust Deed, any notice or communication or correspondence from WealthTech and/or Sankore to the Client shall primarily be posted on the Platform and/or Client Account.
A notice given under this Trust Deed shall be deemed to have been property served and received:
GENERAL AND MISCELLANEOUS PROVISIONS AND DISCLOSURES
FORCE MAJEURE. Neither WealthTech or Sankore shall be liable to each other or the Client for failure or delay in the performance of a required obligation under this Trust Deed, if such failure or delay is caused by a “Force Majeure” event. Provided that the affected Party gives to the other Parties prompt written notice of such condition, the steps being taken or proposed to be taken in relation to such event, and resumes the performance of its obligations as soon as reasonably possible after the cessation of such condition, the said condition not extending beyond a period of 30 (thirty) days. Provided also that the other Parties are reasonably satisfied that such condition impedes the affected party’s ability to discharge its obligations under this Trust Deed.
GOVERNING LAW AND DISPUTE RESOLUTION. This Trust Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
In the event of any allegation of breach or question of interpretation or dispute arising out of or in connection with this Trust Deed, the Parties shall, negotiate in good faith with a view to resolving the matter amicably. Upon written notice from any Party requesting a meeting to settle a mater or dispute, the Parties shall meet to attempt to settle the matter or dispute. If the Dispute is not settled amicably within a period of 20 (twenty) days from the receipt of such written notice, then any Party may refer the Dispute to arbitration.
Arbitration shall be in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 or any statutory re-enactment or modification of same. A Sole Arbitrator shall be appointed between the Parties to the dispute. If the Parties to the dispute cannot agree to a Sole Arbitrator within 7 (seven) days of the notice of arbitral proceedings being given by either party, the Sole Arbitrator shall be appointed by the President, Chartered Institute of Arbitrators (UK) Nigerian Branch. The arbitral proceedings shall be conducted in Lagos State, Nigeria and the language of any such arbitral proceeding shall be English. The arbitral award shall be entered as the final judgement of the court of competent jurisdiction and the cost of the arbitration shall be borne by both parties.