TERMS OF USE - CIRCLE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU PROCEED. BY PROCEEDING WITH THE ACCOUNT OPENING PROCESS, YOU INDICATE THAT YOU UNCONDITIONALLY ACCEPT THE TERMS AND YOU AGREE TO ABIDE BY THEM. IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DO NOT PROCEED WITH THE ACCOUNT OPENING PROCESS.

Introduction

This app is called ‘Circle’ and it is operated by Glowrock International Limited. The services under this app are offered under partnership agreements with our Service Providers. The terms “we”, “us”, and “our” refer to Circle. The use of our app and services is subject to the following terms and conditions of use, as may be amended from time to time (the “Terms”). The Terms are to be read together by you with any Agreements, Disclosure or Disclaimers provided in the pages of our app. Please review the Terms carefully. The Terms apply to all users of our app, including without limitation, users who are browsers, customers, merchants, vendors and/or contributors of content. If you access and use this app and our services, you accept and agree to be bound by and comply with the Terms and our Privacy Policy. If you do not agree to the Terms or our Privacy Policy, you are not authorized to access our app, use any of our app’s services or place an order on our app.

Consent to Electronic Communications

Your Consent. To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under these Terms and in connection with your relationship with us (collectively, "Communications") that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below. Your Right to Withdraw Your Consent. Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at hello@circlenow.app. If you withdraw your consent to receive Communications electronically, we will close your Circle Account and return the balance in your Circle Account to your designated Bank Account as set forth in these Terms, and you will no longer be able to use your Circle Account or the Services, except as expressly provided in these Terms. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that the withdrawal of your consent to receive Communications electronically will not apply to Communications provided by us to you before the withdrawal of your consent becomes effective. You Must Keep Your Contact Information Current With Us. To ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your profile on the app. Copies of Communications: You should print and save and/or electronically store a copy of all Communications that we send to you electronically. Hardware and Software Requirements: To access and retain Communications provided to you electronically, you must have: (1) a valid email address; (2) a computer or other mobile device (such as a tablet or smartphone) that operates on a platform like Android, IOS, Windows or a Mac; (3) a connection to the Internet. We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms on the app or delivering notice of such termination or change electronically.

Use of our app/App

You agree to use our app, and related services for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any intellectual property or privacy law. By agreeing to the Terms, you represent and warrant that you are at least the age of majority in your state or province of residence and are legally capable of entering into a binding contract. You agree to not use our app to conduct any activity that would constitute a civil or criminal offense or violate any law. You agree not to attempt to interfere with our app’s network or security features or to gain unauthorized access to our systems. You agree that you have a Bank Account with a Nigerian financial institution. You agree to provide us with accurate and truthful personal information, such as your email address, your mobile device number, online credentials for your Bank Account, mailing address, and such other information as we may request from time to time. You agree to promptly update your account and information. You authorize us to collect and use this information to contact you in accordance with our Privacy Policy; (collectively, "User Information"). You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You agree to promptly notify us of changes to your User Information by updating your Circle Account on the app; provided, however, that you must notify us at least three Business Days before any changes to your Bank Account information, including, but not limited to, the closure of your Bank Account for any reason by reaching out to hello@circlenow.app or by updating your Circle Account via the app. If we approve your registration, you will be authorized to use the Services, subject to these Terms. You may only add payment instruments (such as bank accounts, credit or debit cards) to your Circle Account if you are the named holder of that payment instrument. We take any violation of this requirement very seriously and will treat any attempt to add a payment instrument of which you are not the named holder as a fraudulent act.

Circle’s Rewards Programme

Circle will feature a rewards program from time to time to promote its services. Eligibility for the rewards program will be subject to terms and conditions. The Company reserves the right to suspend, restrict, or terminate your account or participation in the Program at any time and for any reason without prior notice. Upon suspension or termination, you may lose all accumulated rewards and benefits associated with your account.

Modifications to the Program

The Company reserves the right to modify, suspend, or terminate the Program or any part thereof at any time without prior notice. The Company may amend the Terms at any time by posting the amended Terms on its website or mobile application. Your continued participation in the Program after any such changes constitutes acceptance of the amended Terms.

Wallet Services

The Wallet allows you to store, send, receive, and manage funds or digital assets as supported by the Company. The Company may, at its discretion, impose limits on transactions, account balances, or other aspects of the Wallet.

Funds and Assets in Wallets

Funds or assets stored in the Wallet are not deposits or obligations of any bank and are not insured by any governmental agency. You acknowledge and agree that the value of funds or assets stored in the Wallet may fluctuate and that you assume all risks associated with such fluctuations.

User Accounts

To use the Wallet, you must create an account with the App and provide accurate and complete information as prompted during the registration process. Circle reserves the right to conduct due diligence on information conducted on the account to ensure that it complies with relevant Anti- Money Laundering regulations. You are responsible for maintaining the security of your account credentials and for all activities conducted through your account. Notify the Company immediately of any unauthorized use or suspected security breach.

Funds Transfer

You may only transfer the funds in your account on the Circle App to your bank account with a Nigerian bank. You cannot transfer to a third party account. We may not process your transfer or payment if; your instructions are unclear, your funds insufficient funds, there is a suspicion of criminal, fraudulent or illegal activity on your Circle Account, there is a suspicion of unauthorized access on your Circle Account or we (and/or our Partners) are legally restricted from completing the transfer, it goes over your payment limits (where applicable), your account has been dormant for more than 12 months we are prohibited or restricted from doing so in accordance with the payment system regulations or any applicable law in Nigeria. You are responsible for providing the correct details for the recipient of your transfers or payments. Where payments are made according to your instructions and those instructions were wrong, but authorized, we will work with our partners to assist you in retrieving the amount if you notify us promptly. Where we are unable to retrieve the payment, we will assist you with the relevant information in our possession that you may need to reclaim your funds. You may be required to set a password/Personal Identification Number (PIN) to carry out transactions using the account. When you enter your password to confirm a transaction, you confirm that we may treat the transaction as having been authorized. Overdrawn amounts from or unintended deposits to your account may be treated as a Loan which is immediately due and repayable to us.

Transacting

You may access the available funds in your Account/Wallet at any time. While we make every reasonable attempt to provide the services as described in our marketing and educational materials, we offer the services “as is” and without any warranties. Circle reserves the right to modify, suspend, or discontinue the Wallet services at any time without notice. Circle will send you a receipt of all transactions effected from your Circle Account/Wallet; this message may be sent via SMS, email, or another available channel. Some transactions may require you to input your pre-configured PIN, you are solely responsible for maintaining the confidentiality of your PIN and login details of your Account. You must protect the secrecy of your PIN and login details and prevent fraudulent use of the same.

Transaction Limit

As required by the CBN, there are daily limits on your Account or Wallet. You can increase or reduce these limits by providing Circle with the required information, subject to Transaction limits and fees Circle and its banking partners adhere to transaction limits imposed by CBN from time to time under relevant guidelines and regulations. Circle also complies with the transaction limit set under the relevant Nigerian anti-money and counter-terrorism financing laws in Nigeria. These transaction limits may affect the total amount that a customer may be able to withdraw at a given transaction period.

Transaction Fees

Transaction fees may be applicable to any of the services offered under this Term. Any changes to the Transaction Fees will be communicated to you within a reasonable time. You authorize Circle to deduct from your Transaction Amount, (without reference to you) any Transaction Fee and all other fees expenses and taxes, duties, impositions and expenses incurred in relation to your use of the Services. Circle is not liable for any third-party fees that may be incurred as a result of using the Services, including, but not limited to, third-party fees incurred as a result of maintaining insufficient funds in your Account.

Account Statements

A statement and activity report in respect of your Account will be made available on Request. Requests shall be made via a contact link on the App. The statement on the App shall provide details of your recent transactions in your Account initiated from your device. Your statement will show all transactions carried out from your Account. You must check your statement carefully and notify Circle as soon as possible, and no later than 48 hours after receipt of your statement, if it includes any transaction or other entry which appears to you to be wrong or not made in accordance with your instructions. Circle, may without notice to you, rectify discrepancies, add or alter the entries in your statement to reflect the accurate position of your transactions. A statement issued to you in respect of your Account shall be conclusive evidence of the transactions carried out on your Circle App for the period covered in the statement.

Investment Services

The access to our investment services would be in accordance with the Investment Disclosure/Agreement which is to be read in conjunction with these Terms and Conditions. Circle’s investments services are powered by Circle’s Partners with full operational licenses. Circle’s investments are categorized into different features namely; a) Savings b) Fixed-Returns

Loan Services

The access to our Loan services would be in accordance with the Loan Agreements. Circle’s Secured Loan services is available upon provision of adequate asset collaterals which can either be your subscription assets, investment assets or savings assets held on your behalf on Circle app.

Anti - Money Laundering Policy

You undertake throughout the duration of your use of Circle to comply with Circle’s Anti Money Laundering Policy and agree to respond in good faith to any request from Circle in respect of any suspected fraudulent or money laundering activity on your Account. Any breach of the anti-fraud and anti-money laundering regulations by you constitutes a serious breach of this Terms of Use and we reserve the right to immediately suspend or close your Account. The proceeds from suspected fraudulent or money laundering transactions shall be kept by Circle pending an internal decision, or a judicial or administrative decision. In processing your transactions, Circle shall comply with the Money Laundering (Prevention and Prohibition) Act 2022.

Risk Disclosure

Circle discloses that the associated risks for using its products are cyber risks, money laundering risks, data breaches. Circle has put in place adequate measures to ensure that customers access Circle’s offering in a most secure environment. Circle is however not liable for risks arising from customers' use of third party sites or improper protection or security of customer’s personal account information.

General Conditions

We reserve the right to refuse service to anyone, at any time, for any reason. We reserve the right to make any modifications to the app, including terminating, changing, suspending or discontinuing any aspect of the app at any time, without notice. We may impose additional rules or limits on the use of our app. You agree to review the Terms regularly and your continued access or use of our app will mean that you agree to any changes. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of our app or for any service, content, feature or product offered through our app. You may not use any of the Services and you may not accept this Agreement if you do not have the legal capacity to accept and be bound by these terms, this also means you must be of legal age, at least 18 years of age to form a binding contract with Circle. Before you continue, you should print or save a copy of this Agreement for your records.

Default

In the case of Loan services, a default will occur when you (the User) fail to repay the sum allocated to you at the due date of payment and after notifications have been sent to you to make payment. Default also occurs where the information you supplied to us is discovered to be false, and where Circle’s right becomes prejudice, thereby causing Circle damage or loss. In the event of loan repayment default, Circle shall liquidate your assets which is equivalent to the loan amount plus other charges and interests that may have accrued upon the principal loan amount. You shall be responsible for all legal costs and expenses incurred by Circle in attempting to obtain repayment of any outstanding balance owed by you.

Breaches of these Terms

In the event of a breach of these Terms, or a reasonable suspicion that you have breached these Terms in any way, Circle may: temporarily suspend your access to our Services; permanently prohibit you from accessing our Services; block computers using your IP address from accessing our Services; contact any or all of your internet service providers and request that they block your access to our Services; delete your Circle Account; and/or commence legal action against you, whether for breach of contract or otherwise.

Links to Third-Party apps

Links from or to apps outside our app are meant for convenience only. We do not review, endorse, approve, or control, and are not responsible for any sites linked from or to our app, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking. Links to downloadable software sites are for convenience only and we are not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software.

Use Comments, Feedback, and Other Submissions

You acknowledge that you are responsible for the information, profiles, opinions, messages, comments, and any other content (collectively, the “Content”) that you post, distribute, or share on or through our app or services available in connection with our app. You further acknowledge that you have full responsibility for the Content, including but limited to, with respect to its legality, and its trademark, copyright, and other intellectual property ownership. You agree that any Content submitted by you in response to a request by us for a specific submission may be edited, adapted, modified, recreated, published, or distributed by us. You further agree that we are under no obligation to maintain any Content in confidence, to pay compensation for any Content, or to respond to any Content. You agree that you will not post, distribute, or share any Content on our app that is protected by copyright, trademark, patent, or any other proprietary right without the express consent of the owner of such proprietary right. You further agree that your Content will not be unlawful, abusive, or obscene nor will it contain any malware or computer virus that could affect our app’s operations. You will be solely liable for any Content that you make and its accuracy. We have no responsibility and assume no liability for any Content posted by you or any third-party. We reserve the right to terminate your ability to post on our app and to remove and/or delete any Content that we deem objectionable. You consent to such removal and/or deletion and waive any claim against us for the removal and/or deletion of your Content.

Your Personal Information

Please see our Privacy Policy to learn about how we collect, use, and share your personal information.

Errors and Omissions

Please note that our app may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time, without prior notice (including after an order has been submitted). Such errors, inaccuracies, or omissions may relate to product description, pricing, promotion, and availability and we reserve the right to cancel or refuse any order placed based on incorrect pricing or availability information, to the extent permitted by applicable law. We do not undertake to update, modify, or clarify information on our app, except as required by law.

Disclaimer and Limitation of Liability

You assume all responsibility and risk with respect to your use of our app, which is provided “as is” without warranties, representations, or conditions of any kind, either express or implied, with regard to information accessed from or via our app, including without limitation, all content and materials, and functions and services provided on our app, all of which are provided without warranty of any kind, including but not limited to warranties concerning the availability, accuracy, completeness or usefulness of content or information, uninterrupted access, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. We do not warrant that our app or its functioning or the content and material of the services made available thereby will be timely, secure, uninterrupted or error-free, that defects will be corrected, or that our apps or the servers that make our app available are free of viruses or other harmful components. The use of our app is at your sole risk and you assume full responsibility for any costs associated with your use of our app. We will not be liable for any damages of any kind related to the use of our app. In no event will we, or our affiliates, our or their respective content or service providers, or any of our or their respective directors, officers, agents, contractors, suppliers or employees be liable to you for any direct, indirect, special, incidental, consequential, exemplary or punitive damages, losses or causes of action, or lost revenue, lost profits, lost business or sales, or any other type of damage, whether based in contract or tort (including negligence), strict liability or otherwise, arising from your use of, or the inability to use, or the performance of, our app or the content or material or functionality through our app, even if we are advised of the possibility of such damages. Certain jurisdictions do not allow the limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you and our liability will be limited to the maximum extent permitted by law.

Indemnification

You agree to defend and indemnify us and hold us and our affiliates harmless, and our and their respective directors, officers, agents, contractors, and employees against any losses, liabilities, claims, expenses (including legal fees) in any way arising from, related to or in connection with your use of our app and services, your violation of the Terms, or the posting or transmission of any materials on or through the app by you, including but not limited to, any third party claim that any information or materials provided by you infringe upon any third party proprietary rights.

Entire Agreement

The Terms and any documents expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of the Terms and supersede any prior agreement, understanding, or arrangement between you and us, whether oral or in writing. Both you and we acknowledge that, in entering into these Terms, neither you nor we have relied on any representation, undertaking, or promise given by the other or implied from anything said or written between you and us prior to such Terms, except as expressly stated in the Terms.

Data Protection

Any personal information collected in relation to the use of this app will be held and used in accordance with our Privacy Policy, which is available on our Site.

Applicable Law and Jurisdiction

These Terms and Conditions of Use shall be interpreted and governed by the laws in force in the Federal Republic of Nigeria. Subject to the Arbitration section below, each party hereby agrees to submit to the jurisdiction of the courts of Nigeria and to waive any objections based upon venue.

Arbitration

Any controversy, claim, or dispute arising out of or relating to these Terms and Conditions of Use will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Nigeria in English and governed by Nigeria law pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Nigeria and is independent of either party. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

Termination

In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and Conditions of Use or revoke any or all of your rights granted under the Terms and Conditions of Use. Upon any termination of this Agreement, you shall immediately cease all access to and use of the Site and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Site in whole or in part. Any termination of this agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the Site shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of Circle.com in operating the Site, your sole, and exclusive remedy is to discontinue using the Site.

Miscellaneous Provisions

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms and Conditions of Use to any third party is prohibited unless agreed upon in writing by the seller. We reserve the right to transfer, assign, or subcontract the benefit of the whole or part of any rights or obligations under these Terms and Conditions of Use to any third party.

Waiver

Our failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us is effective unless it is communicated to you in writing.

Headings

Any headings and titles herein are for convenience only.

Severability

If any of the provisions of the Terms are determined by any competent authority to be invalid, unlawful, or unenforceable, such provision will to that extent be severed from the remaining Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.

Questions or Concerns

Please send all questions, comments, and feedback to us at hello@circlenow.app.

YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE ABOVE TERMS AND CONDITIONS. BY PROCEEDING TO TICK THE BOX BELOW, YOU INDICATE THAT YOU UNCONDITIONALLY ACCEPT THESE TERMS AND AGREE TO ABIDE BY THEM.