Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your relationship with Cowry Asset Management Limited and its subsidiaries (collectively, "Cowry", "the Firm", "we", "us", or "our"). By opening an account or using any of our services, you agree to be bound by these Terms.

Cowry Asset Management Limited is a Securities and Exchange Commission (SEC)-licensed investment banking firm incorporated in Nigeria. These Terms apply to all clients, whether individual or corporate, who access or use our investment banking, securities trading, asset management, fund management, real estate, consulting, or savings and loan services.

2. Definitions

• Client: Any individual or corporate entity that has opened an account with the Firm or uses any of our services.
• Services: All financial products and services offered by the Firm and its subsidiaries, including securities trading, asset management, fund management, real estate advisory, investment banking, consulting, and savings and loan products.
• Platform: The Firm's online trading portal, mobile applications, and any digital interfaces used to access our services.
• Regulatory Bodies: The Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN), Nigerian Exchange Group (NGX), and any other authority with jurisdiction over the Firm's activities.
• KYC: Know Your Customer: the process of verifying the identity of clients to comply with anti-money laundering laws and regulations.

3. Account Opening and Eligibility

To open an account and access our services, you must:

• Complete all required account opening forms accurately and in full
• Provide valid government-issued identification and satisfy all KYC requirements
• Be of legal age (18 years or older) or, for minors, have a parent or guardian account holder
• Not be subject to any legal or regulatory restriction that prevents you from entering into financial agreements

The Firm reserves the right to reject any application at its sole discretion without being required to provide reasons. You are responsible for ensuring that all information provided to us is accurate, complete, and kept up to date.

4. Services Provided

The Firm provides brokerage, advisory, and investment management services. The scope of services available to you depends on the account type opened and any applicable regulatory requirements.

Any research reports, recommendations, or market opinions issued by the Firm are provided for informational purposes only and do not constitute guarantees of investment performance or returns. All investment decisions remain the client's own responsibility.

The Firm may, at its discretion, modify, suspend, or discontinue any service or feature at any time with reasonable notice to clients.

5. Risk Disclosure

By using our services, you acknowledge and accept the following:

• Securities trading and investment activities involve inherent risks, including market risk, liquidity risk, currency risk, and the potential loss of some or all of your invested capital
• Past performance of any investment or financial instrument is not a guarantee of future results
• The value of investments and the income derived from them can go down as well as up
• You should not invest funds that you cannot afford to lose
• You are encouraged to seek independent financial advice before making investment decisions

The Firm is not responsible for losses arising from normal market fluctuations or from your own investment decisions.

6. Fees and Charges

By using our services, you consent to pay all applicable commissions, management fees, and statutory charges in connection with your account and transactions. Our current fee schedule is available on request or as disclosed during the account opening process.

Fees may be adjusted from time to time in line with regulatory changes, market conditions, or updates to our service offerings. We will provide reasonable advance notice of any material fee changes.

Statutory charges imposed by regulatory bodies (including SEC fees, NGX levies, and CSCS charges) are collected on behalf of the relevant authorities and are non-negotiable.

7. Client Obligations

As a client, you agree to:

• Provide accurate, current, and complete information at all times and promptly update us of any changes
• Maintain the confidentiality of your account credentials and notify us immediately of any unauthorised access
• Use our services only for lawful purposes in compliance with all applicable laws and regulations
• Not engage in market manipulation, insider trading, money laundering, or any other fraudulent or illegal activities
• Cooperate fully with any KYC, AML/CFT verification, or regulatory investigation requests
• Pay all fees, charges, and obligations due in connection with your account promptly
• Read and acknowledge all risk disclosures and agreements provided by the Firm

8. Limitation of Liability

To the fullest extent permitted by law, the Firm shall not be liable for:

• Investment losses resulting from market fluctuations or your own investment decisions
• Losses arising from system failures, platform downtime, internet outages, or force majeure events
• Acts or omissions of third-party service providers, exchanges, or custodians
• Losses caused by your own breach of these Terms or negligence
• Indirect, incidental, or consequential damages of any kind

The Firm remains fully accountable for any losses directly caused by its own proven fraud, gross negligence, or wilful misconduct.

9. Dispute Resolution

If you have a complaint or dispute, please contact our client services team in the first instance. We will endeavour to resolve all complaints promptly and fairly.

If a dispute cannot be resolved through our internal complaints process, both parties agree to submit the matter to binding arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act (as amended). The decision of the arbitrator shall be final and binding on both parties.

You also have the right to escalate complaints to the Securities and Exchange Commission or other relevant regulatory bodies.

10. Regulatory Compliance

The Firm operates in full compliance with applicable Nigerian laws and regulations, including:

• Investment and Securities Act (ISA) 2007 (as amended)
• Securities and Exchange Commission Rules and Regulations
• Central Bank of Nigeria (CBN) guidelines
• Nigerian Exchange Group (NGX) market rules
• Nigeria Data Protection Regulation (NDPR) 2019 and Nigeria Data Protection Act 2023
• Money Laundering (Prohibition) Act and Counter-Terrorism (Prohibition and Prevention) Act

All client data is processed in accordance with our Privacy Policy, which forms part of these Terms.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any legal proceedings arising out of or in connection with these Terms shall be subject to the jurisdiction of the courts of Nigeria, without prejudice to the arbitration provisions in Section 9.

12. Amendments

The Firm reserves the right to amend these Terms at any time. We will notify clients of material changes via email or by posting an updated version on our website. Your continued use of our services following such notice constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you should discontinue your use of our services and notify us accordingly.