Terms of use

Terms of Use for Branch International Financial Services Limited

TERMS AND CONDITIONS FOR THE OPENING AND USE OF A MOBILE ACCOUNT ACCOUNT WITH BRANCH INTERNATIONAL FINANCIAL SERVICES LIMITED



WHEREAS

This Agreement is a financial services and an end-user licence agreement between you (“End-user” “Borrower” or “you”) and the relevant Branch entity duly incorporated and licensed under the laws of your country (“Branch”, “us” or “we”) for the mobile application software, the data supplied with the software and the associated Services (defined below) (“App”). Please refer to the country-specific portions of this Agreement, which are to be read together with, and form part of this Agreement.

This Agreement (together with our Privacy Policy) sets out the complete terms and conditions (the “Terms and Conditions”) which shall be applicable to the Account (as hereinafter defined) opened by you with Branch.

These Terms and Conditions and any amendments or variations thereto take effect on their date of publication.



IT IS AGREED AS FOLLOWS:



1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Agreement and the preamble above, unless the context requires otherwise:

Acceptable Use Restrictions has the meaning given to it in clause 5;

Agreement means this Agreement;

Account means your mobile account with Branch;

Business Day means a day other than a Saturday, Sunday or national or public holiday in which banks are open for business in Nigeria;

Credentials means your personal credentials used to access the App and operate your Account;

Credit Reference Bureau includes any financial institution or a credit reference bureau duly licensed under the laws and regulations of the Federal republic of Nigeria to, collect and facilitate the sharing of customer credit information;

Electronic Payment Service means the payment service delivered by a licensed payment service provider in accordance with the laws and regulations of the Federal Republic of Nigeria;

Electronic Payment System means the facility operated by the Payment System Provider for the provision of the Electronic Payment Service;

Encumbrance includes any mortgage or charge (whether legal or equitable), lien, option, security interest, restrictive covenant, pledge, assignment, title retention, trust arrangement or other restriction of any kind or other encumbrance securing or any right conferring a priority of payment in respect of any obligation of any person;

Equipment includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;

Event of Default has the meaning given to it in clause 11.1;

Force Majeure means events, circumstances or causes beyond the reasonable control of Branch making Branch’s performance of its obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, pandemics, lockdowns, strikes or labour disputes, embargoes or government orders;

Investment means placing funds with Branch for an agreed tenor for a promised return at the Prevailing Rate;

Investment Account means your virtual account with Branch for the placement of Investments offered on the App;

Licence Restrictions has the meaning given to it in clause 4;

Loan means the principal amount of the loan (together with any interest and fees due on the loan) made or to be made to you under this Agreement from time to time through the App or (as the context requires) the principal amount outstanding for the time being of that loan;

Nigeria means the Federal Republic of Nigeria;

Mobile Network Operator means a licensed mobile network operator in Nigeria;

Network means a mobile cellular network operated by a Mobile Network Operator;

Payment System Provider means Banks, and other financial institutions that has been duly licensed to provide payment services in Nigeria;

Prevailing Rate means the rate of interest payable on the Investment as shall be notified to you through the App, which rate may be varied from time to time;

Privacy Policy means the Branch privacy policy that sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us;

Request means a request or instruction received by Branch from you or purportedly from you through the App or any of our customer support channels and upon which Branch is authorised to act;

Services shall include any form of financial services or products that Branch may offer you pursuant to this Agreement and which you may from time to time subscribe to; and “Service” shall be construed accordingly;

SIM Card means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the Network and in some cases to use the Value Storage Account (as defined below);

SMS means a short message service consisting of a text message transmitted from your mobile phone to another;

System means Branch’s mobile and electronic communications software enabling you to communicate with Branch for purposes of the Services. The System and the Services will for the purpose of this Agreement be access through the App;

Technology has the meaning given to it in clause 3.1.4;

Third Party Partners mean banks, payment companies, asset management firms, credit reference bureaus, debt recovery companies, or any other person (entity) that provides any form of service or information to us for the provision of the Service;

Transaction Fees includes any fees and charges payable for the use of the Services as published by Branch on Branch’s website, the App or by such other means as Branch shall in its sole discretion determine. Transaction Fees are subject to change at Branch’s discretion;

Value Storage Account means your electronic money store of value, being the record maintained by a Payment System Provider from time to time held by you in the Electronic Payment System;

Wallet means the virtual storage account provided to you on the App.

1.2 Interpretation

1.2.1 In addition to the definitions in clause 1.1, unless the context requires otherwise: the singular shall include the plural and vice versa;

1.2.2 a reference to any one gender, whether masculine or feminine includes the other .

1.2.3 All the headings and sub-headings in this Agreement are for convenience only and are not to be taken into account for the purposes of interpretation of this Agreement.

1.2.4 The recitals and schedules shall be deemed to form part of this Agreement.




PART A- General Provisions



2. ACCEPTANCE OF TERMS AND CONDITIONS

2.1 You must carefully read and understand the Terms and Conditions set out in this Agreement (the Terms and Conditions) before downloading or streaming the App or opening an Account with Branch.

2.2 After downloading the App, you will be deemed to have accepted the Terms and Conditions immediately upon your clicking the “Continue” button the App or any other button which signifies your acceptance of these Terms and Conditions and an intention to use the App. If you do not agree with the Terms and Conditions please do not click “Continue”.

2.3 By downloading the App and opening an Account with Branch, you agree to comply with and be bound by the Terms and Conditions governing the operation of the Account and you affirm that the Terms and Conditions herein are without prejudice to any other right that Branch may have with respect to the Account in law or otherwise.

2.4 These Terms and Conditions may be amended or varied by Branch from time to time and your continued use of the Services constitutes your agreement to be bound by the updated or varied terms. Branch will take all reasonable measures to notify you of any changes.

2.5 From time to time, updates to the App may be issued. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms and conditions.

2.6 By using the App or any of the Services, you consent to us collecting and using technical information about the Equipment and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you. If you use these Services, you consent to us and our affiliates' and partners’ transmission, collection, retention, maintenance, processing and use of your data to determine our credit scoring services or to improve our Services and/or your experience while using the App.



3. GRANT AND SCOPE OF LICENCE

3.1 In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive licence to use the App on your Equipment, subject to these Terms and Conditions. We reserve all other rights. Except as expressly set out in this Agreement or as permitted by any local law, you agree:

3.1.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

3.1.2 not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

3.1.3 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that:

3.1.3.1 the information obtained by you during such activities is not disclosed or communicated without our prior written consent to any third party; and is not used to create any software that is substantially similar to the App;

3.1.3.2 you include our copyright notice on all entire and partial copies you make of the App on any medium; and you undertake not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

3.1.4 to comply with all technology control or export laws and regulations in your country that apply to the technology used or supported by the App or any Service (the Technology),



4. LICENCE RESTRICTIONS

4.1 You must:

4.1.1 not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or the System;

4.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by this Agreement);

4.1.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

4.1.4 not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our System or security or interfere with other users; and

4.1.5 not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.



5. ACCEPTABLE USE RESTRICTIONS

5.1 INTELLECTUAL PROPERTY RIGHTS

5.1.1 You acknowledge that all intellectual property rights in the App and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold or assigned) to you in accordance with this Agreement, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to the App in source-code form.

5.2 USE OF THE SERVICES

5.2.1 The Services offered by Branch can only be utilized by persons over the age of 18 that are legally resident in Nigeria and have valid bank accounts. To provide you with the Services, Branch reserves the right to verify any information provided to us in this regard.

5.2.2 The Services may be provided by ourselves or in partnership with other service providers including Payment Service Providers. You hereby acknowledge and accept that your use of the Services does not create any contractual relationship between you and any other party provider.

5.2.3 Branch reserves the right to provide any of the Services to you to revoke the same at any stage at Branch’s sole and absolute discretion and without assigning any reason or giving any notice thereto.



6. PERSONAL INFORMATION

6.1 To meet our Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) obligations, we may require you to provide any or all the following:

6.1.1 your full name;

6.1.2 your date of birth;

6.1.3 your Bank Verification Number ("BVN");

6.1.4 your current residential address;

6.1.5 your picture;

6.1.6 copy of a valid Government issued ID (national ID, international passport, permanent voter’s card or driver’s license);

6.1.7 copy of recent utility bill, bank statement, affidavit, or another bill, dated within three months of our request, which carries your name and address;

6.1.8 any other information or document as we may require for our internal risk assessment.

6.2 You warrant that all information and documentation provided to us are true, correct, and accurate. You also undertake to notify us of any changes to the information or documentation which you have provided.

6.3 You hereby agree and authorise Branch to verify information provided by you against the information held by any third party (including official databases) such as, banks, Payment System Providers any other information bank available to Branch.

6.4 The information that Branch may verify against the information which you have provided to us include (without limitation): your name, phone number, date of birth, address, age, Identification Number (“ID”) or Passport Number and such other information that will enable Branch to identify you and comply with the regulatory “Know Your Customer” requirements (together the “Personal Information”).

6.5 You hereby agree and authorise Branch to collect and verify information including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your Equipment, from any SMS sent to you or by you, from any 3rd party applications, and such other information as Branch shall require for purposes of providing you the Services (the “Relevant Information”).

6.6 You hereby consent to Branch verifying the Personal Information and the Relevant Information and using the Personal Information and the Relevant Information to the extent necessary in Branch’s opinion for the provision of the Services.

6.7 You hereby agree and authorise Branch to obtain and procure your Personal Information and Relevant Information from relevant sources (private and official databases) and you further agree and consent to the disclosure and provision of such Personal Information by us or our Third Party Partners.

6.8 You agree to indemnify and hold Branch and the Third Party Partners harmless with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such Personal Information and/or Relevant Information.

6.9 Branch reserves the right to request for further information from you pertaining to your use of the Services at any time. Failure to provide such information within the time required by Branch may result in Branch declining to accept your application for an Account or access to the Services.



7. USER REQUESTS

7.1 You hereby irrevocably authorise Branch to act on all Requests received by Branch from you (or purportedly from you) and to hold you liable in respect thereof. Branch may nevertheless refuse to carry out any Requests in its sole and absolute discretion.

7.2 Branch shall be entitled to accept and to act upon any Request, even if that Request is otherwise for any reason incomplete or ambiguous if, in its absolute discretion, Branch believes that it can correct the incomplete or ambiguous information in the Request without any reference to you being necessary.

7.3 Branch shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which Branch may act if Branch has in good faith acted in the belief that such instructions have been sent by you.

7.4 Branch may, in its absolute discretion, decline to act on or in accordance with the whole or any part of your Request pending receipt of additional confirmation or information (whether written or otherwise) from you.

7.5 You agree to and shall release from and indemnify Branch against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Branch having acted in accordance with the whole or any part of any of your Requests (or failed to exercise) the discretion conferred upon it.

7.6 You acknowledge that to the full extent permitted by law, Branch shall not be liable for any unauthorised drawing, transfer, remittance, disclosure, any activity or any incident on your Account by the fact of the knowledge and/or use or manipulation of your Account Personal Identification Number, password, ID or any means whether or not occasioned by your negligence.

7.7 Branch is authorised to effect such orders in respect of your Account as may be required by any court order or competent authority or agency in Nigeria.

7.8 In the event of any conflict between any terms of any Request received by Branch from you and this Agreement, this Agreement shall prevail.



8. STATEMENTS

8.1 A statement and activity report in respect of your Account will be made available on Request. Requests shall be made via our e-mail address: support@branch.co or via a contact link on the App.

8.2 The statement on the App shall provide details of your recent transactions in your Account initiated from your Equipment.

8.3 Your statement will show all transactions carried out from your Account. You must check your statement carefully and notify Branch 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.

8.5 Branch, may without notice to you, rectify discrepancies, add or alter the entries in your statement to reflect the accurate position of your transactions.

8.6 Save for a manifest error, a statement issued to you in respect of your Account shall be conclusive evidence of the transactions carried out on your Branch for the period covered in the statement.



9. TAXES

9.1 All payments to be made by you in connection with these Terms and Conditions or any Services provided to you by Branch may be calculated without regard to any taxes payable by you or in respect of the Services. If any taxes are payable in connection with the payments, you must ensure that you pay such taxes and that you pay to Branch such additional amounts as will result in Branch receiving the full amount it would have received had no such taxes been applicable to the payments.

9.2 You hereby consent and agree that Branch may withhold amounts in your Account if we are required to do so in accordance with the direction of any tax authority, or Branch is otherwise required by law or regulation or pursuant to agreements with any tax authority to do so, or if Branch needs to comply with internal policies or with any applicable order or sanction of a tax authority. You will, however, be notified if such deductions are made.

9.3 All payments to be made by you under this Agreement shall be made in full without any set off or counter claim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Branch, you shall immediately pay to Branch such additional amounts as will result in Branch receiving the full amount it would have received had no such deduction or withholding been required.



10. USER’S RESPONSIBILITIES

10.1 You shall at your own expense provide and maintain your Equipment in safe and good order for the purpose of accessing the System and the Services.

10.2 You shall be responsible for ensuring the proper performance of your Equipment. Branch shall neither be responsible for any errors or failures caused by any malfunction of your Equipment, nor shall Branch be responsible for any computer virus or related problems that may be associated with the use of the System, the Services and the Equipment. You shall be responsible for charges due to any service provider providing you with connection to the Network and Branch shall not be responsible for losses or delays caused by any such service provider.

10.3 You shall follow all instructions, procedures and terms contained in this Agreement and any document provided by Branch concerning the use of the System and the Services

10.4 You hereby agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Credentials secret and secure. You shall ensure that your Credentials do not become known or come into possession of any unauthorised person. Branch shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold Branch harmless from any losses resulting from any disclosure of your Credentials.

10.5 You shall take all reasonable precautions to prevent and detect any unauthorised use of the System and the Services. To that end, you shall ensure that all communications from Branch are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorised use of and access to the System will be detected. You shall immediately inform Branch in the event that:

10.5.1 You have reason to believe that your Credentials are or may be known to any person not authorised to know the same and/or have been compromised; and/or

10.5.2 You have reason to believe that unauthorised use of the Services has or may have occurred or could occur and a transaction may have been fraudulently initiated or compromised.

10.6 You shall at all times follow the security procedures communicated to you by Branch from time to time or such other procedures as may be applicable to the Services from time to time. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your Account’s privacy and security. You warrant that no one else shall have access to or operate your Account apart from you.

10.7 You shall not at any time operate or use the Services in any manner that may be prejudicial to Branch.



11. VARIATION AND TERMINATION

11.1 Branch may at any time, upon notice to you, terminate or vary its business relationship with you and close your Account.

11.2 Without prejudice to Branch’s rights under clause 11.1, Branch may at its sole discretion suspend or close your Account:

11.2.1 if you use the Account for unauthorised purposes or where Branch detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;

11.2.3 if Branch is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority;

11.2.4 if Branch reasonably suspects or believes that you are in breach of these Terms and Conditions (including non-payment of any Loan amount due from you where applicable) which you fail to remedy (if remediable) within 5 days after the service of notice by email, SMS or other electronic means requiring you to do so;

11.2.5 where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Services from time to time; or where your Account becomes inactive or dormant;

11.2.6 where the Services are being used for any illegal, fraudulent or suspicious activity;

11.2.7 if Branch decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion; or

11.2.8 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

11.3 Such termination shall however not affect any accrued rights and liabilities of either party.

11. 4 Upon the suspension or closure of your Account, Branch may cancel any outstanding loan which it has granted and require the immediate repayment of such outstanding loans.

11.5 If Branch receives notice of your demise, Branch will not be obliged to allow any operation or withdrawal from your Account by any person except upon production of administration letters from a competent authority or confirmed grant of letters of administration or confirmed grant of probate by your legal representatives duly appointed by a court of competent jurisdiction.



12. EXCLUSION OF LIABILITY

12.1 Branch shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of the failure of any of your Equipment, or any other circumstances whatsoever not within Branch’s control including , without limitation, Force Majeure or error, interruption, delay or non- availability of the System or Network, terrorist or any enemy action, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

12.2 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described meet your requirements.

12.3 We only provide the Services on the App for domestic, private use, and small and medium business financing needs, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of your use of the App or the Services.

12.4 Branch will not be liable for any losses or damage suffered by you as a result of or in connection with:

12.4.1 any defect or fault in the App or any Service resulting from you having altered or modified the App;

12.4.2 any defect or fault in the App resulting from you having used the App in breach of the terms of this Agreement;

12.4.3 your breach of any of the Licence Restrictions or the Acceptable Use Restrictions;

124.4 unavailability of sufficient funds in your Account;

12.4.5 failure, malfunction, interruption or unavailability of the System, your Equipment, the Network or the Electronic Payment System; the money in your Account being subject to investigations, lien, legal process or other encumbrance restricting payments or transfers thereof; your failure to give proper or complete instructions for payments or transfers relating to your Account;

12.4.6 any fraudulent or illegal use of the Services, the System and/or your Equipment; or

12.5 If for any reason other than a reason mentioned in clauses 12.4.1 to 12.4.2, the Services are interfered with or unavailable, Branch’s sole liability under this Agreement in respect thereof shall be to re-establish the Services as soon as reasonably practicable.

12.6 Save as provided in clause 12.5, Branch shall not be liable to you for any interference with or unavailability of the Services, howsoever caused.

12.7 Under no circumstances shall Branch be liable to you for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, howsoever caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to Branch.

12.8 All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.



13.REWARDS AND BONUSES

13.1 We may give you rewards and bonuses which may include credits redeemable only on the App. These bonuses may be redeemed against specific transactions as indicated on the App.

13.2 The rewards will be credited in your Account once the qualifying transaction is completed or the conditions of issuance are satisfied.

13.3 These rewards may be withdrawn or cancelled if it comes to our knowledge that the bonuses awarded in error or on the basis of fraud, collusion or false or inaccurate information or fictitious transaction.



14. INDEMNITY

14.1 You hereby indemnify Branch (including its directors, employees, partners, Third Party Partners, Agents, and affiliates) and hold it harmless against any action, demand, claim, loss, charge, damage, expense, or fees (actual or consequential) including attorney and accounting fees, which Branch may suffer or incur as a result of:

your access and use of the Services and App

a breach of these Terms and Conditions

your provision of incorrect, incomplete, wrong or false information.

acting on your Requests.

third party claims relating to your use of the Services including but not limited to matters relating to infringement of copyright, trademark , trade name or other intellectual property,

14.2 On no account will Branch or any of the indemnified persons above be liable for any demand, claim, loss or damage which you may sustain:

14.2.1 our acting in accordance with your Requests or Requests purported to be from you;

14.2.2 from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Branch’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by Branch;

14.2.3 any unauthorised access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment;

14.2.4 or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction;

14.2.6 any claims where the circumstance is within your control.



15. ANTI MONEY LAUNDERING AND COUNTERING FINANCING OF TERRORISM

15.1 To comply with relevant AML obligations, we may request information on the transactions carried out on your Account such as (a) details of the recipient (b) source of funds being transferred (c) purpose of the transfer or payment being made. You confirm that you will provide all requested information required in respect of the transaction in this regard.

15.2 You also agree that we may cancel any transaction, suspend your Account or refuse to open an Account in your name if you refuse to provide the requested information or if any information provided is untrue or inaccurate.

15.3 Please note that for certain transactions, we or our Third Party Partners may be required to file AML or related reports (without notice to you) with the relevant regulators. These reports may include details of your Personal Information, transactions, investment activity, operation or proposed operation of the investment account or any of our Services.



16. COMMUNICATION BETWEEN US

16.1 If you wish to contact us, or if any condition in these Terms and Conditions requires you to give notice to Branch, you may send such communication to us by e-mail to support@branch.co or to such e-mail address that may be communicated to you from time to time. We will confirm receipt of this by contacting you in writing by e-mail.

16.2 If we have to contact you or give you notice in writing, we may do so by posting such notice on our website; the App, by e-mail or SMS to the mobile phone number or e-mail address you provided to us.



17. GENERAL

17.1 A partial exercise of any right, power or remedy shall not preclude any further or other exercise of that, or any other, right, power or remedy.

17.2. No failure by Branch to exercise, and no delay in exercising (including the right to enforce repayment of any outstanding amount on the due date), any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

17.3 If any provision or part of a provision of this Agreement is found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

17.4 Branch reserves the right to transfer or assign its rights and obligations under this Agreement (including its obligation to lend money or the amount owed under this Agreement) to another person. We may notify You if such transfer results in a change that may affect your Services. This Agreement and any rights or liabilities accruing thereunder may not be assigned by you to any other person.



18. ENTIRE AGREEMENT

18.1 These Terms and Conditions and our Privacy Policy constitute the entire agreement between You and us supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

18.2 You acknowledge that in entering into this Agreement you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or our Privacy Policy.



19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria and the Nigerian courts shall have exclusive jurisdiction to determine any dispute arising from the operation of this Agreement.

19.2 The Parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement.



20. PRIVACY POLICY

20.1 We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

20.2 Upon downloading the App and clicking the “Accept” or “Continue” or any other button which signifies your acceptance of these Terms and Conditions and an intention to use the App, you will be deemed to have accepted Branch’s Privacy Policy, a copy of which is available on the App.




PART B- Our Loans

This section covers the provision of loan products to You.



21. Eligibility

21.1 You may apply for a loan on the Branch App after you have accepted these Terms and Conditions and the Privacy Policy. You hereby consent us to using information provided to us, from your Equipment or other databanks for the purpose of underwriting your loan application.



22. Your Loan Application

22.1 An application for the loan will be made on the App and upon a successful consideration of your loan application, the loan amount may be disbursed into your Branch Wallet or your bank account.

22.2 If your loan application is unsuccessful, you will be notified on the App and the reasons for the refusal may be provided to you on the App. You will also be informed if you are eligible to reapply for a loan. Please note that your loan application will be unsuccessful if you have defaulted on any past Loan.

22.3 Branch reserves the right (in its sole and absolute discretion) to approve or decline to approve a Loan even if you have previously been issued with a Loan on the App. We reserve the right to vary the terms of any Loan depending our assessment of the credit profile of each borrower from time to time. Notice of any changes to the terms of any existing loan will be communicated to you.

22.4 The details of your loan –principal amount, interest payable, repayment days, transaction fees etc will be made available to you on the App for every successful loan application. Please do not click continue if the approved terms are not acceptable to you.



23. Credit Reference Bureaus

23.1 In assessing your loan application, we may request your Personal Information, credit profile and credit related transactions from Credit Reference Bureaus in order to assess your creditworthiness and to assign you a credit score. You confirm that we may obtain such information from the bureaus and consent to the disclosure and provision of such Personal Information to the bureaus.

23.2 As part of our regulatory obligations, we may share information about your loan transactions (including non con-compliance with the terms and conditions of this Agreement and defaults on any Loan) on the App with Credit Reference Bureaus and regulators.



24. Your Rights and Obligations as a Borrower

24.1 As a borrower, You

24.1.1 undertake to repay all amounts including principal, interest including (default interest where applicable), fees, taxes, or any other amount that may be due to us on the dates agreed using the repayment channels made available on the App;

24.1.2 shall be held responsible for the repayment of any Loan disbursed to you on the App;

24.1.3 ensure that your card, Wallet or bank accounts are pre funded on or before the repayment dates. You hereby authorise us to charge any other card or accounts listed against your name on the App after unsuccessful attempts on any of your account/cards. You shall also indemnify us for any charges or fees due in respect of failed or unsuccessful direct debits on your bank accounts or cards.

24.1.4 shall not use the proceeds of the Loan for any illegal or criminal activity including but not limited to money laundering or financing of terrorism.

24.1.5 provide all necessary assistance that we may require for the collection or realisation of any outstanding amounts due from You to us.



25. INTEREST AND FEES

25.1 Any interest and where applicable, Transaction Fees, due on your Loan shall be displayed on the App. We may from time to time amend or vary the interest or Transaction Fees and unless otherwise stated, such changes will not be backdated. We will use reasonable endeavours to notify you of any changes in relation to Transaction Fees within a reasonable period before such changes are implemented including displaying notices of the changes on the App or on our website.

25.2 If you fail to make any payments due to Branch at the due date for payment, Branch may apply default interest or penalties on such outstanding amount at a rate to be communicated to you.



26. DEFAULT ON LOAN

26.1 An event of default (Event of Default) occurs when:

26.1.1 You fail to pay any sum payable under a Loan in accordance with a scheduled repayment;

26.1.2 any representation/information, warranty or assurance made or given by You in connection with the application for a Loan or any information or documentation supplied by the Borrower is incorrect, inaccurate or misleading;

26.1.3 the Borrower does anything which may prejudice Branch’s rights under this Agreement;

26.1.4 you use or attempt to use the App or the Services for an unauthorised purpose;

26.1.5 the Borrower is declared bankrupt, insolvent or unable to pay his debts as they fall due under the laws of the Federal Republic of Nigeria; or

26.1.6 you are in breach of any of the terms and conditions of this Agreement;

26.2 At any time after an Event of Default has occurred, Branch may, without prejudice to any other right or remedy granted to it under any law:

26.2.1 terminate this Agreement;

26.2.2 declare that the Loan (and all accrued interest and all other amounts outstanding) under this Agreement is immediately due and payable, whereupon they shall become immediately due and payable;

26.2.3 enforce its rights to recover the Loan by exercising all such rights available to a lender under Nigerian law including but not limited to the set off rights in clause 25.4 and 26 below, the right to assign the Loan to collection agencies etc; and

26.2.4 supply information concerning the Event of Default to Credit Reference Bureaus. A copy of any information concerning you sent to a Credit Reference Bureau shall be made available to you upon written request.

26.2.5 Branch reserves the right to assign its right, title and interest in the Loan and rights under the Agreement to an external collections agency who will take all reasonable steps to collect the outstanding Loan (together with any interest and fees accrued), and in this regard, Branch shall have the right to share with such collection agencies, any information about the Borrower (including transaction history, Personal Information, Relevant Information) which it deems relevant.

26.2.6 Branch also reserves the right to institute legal proceedings for the recovery of the Loan against you without any prior notice.

26.2.7 The Borrower shall be responsible for all legal costs and expenses incurred by Branch in connection with any enforcement action taken by Branch or the collection agency for the collection and repayment of the Loan (together with any interest or fees due on the Loan).

26.3 In the event that an Event of Default occurs, the Borrower grants to Branch the right to notify the Borrower and any other person who, in Branch’s opinion, may assist with the recovery of the outstanding Loan amount. You agree that this notification may be done by any means of communication which Branch deems appropriate.

26.4 Where any Loan or any amount is due and outstanding following the due date, You authorise us to set off any amounts outstanding in your Wallets or Investment Account to repay the outstanding loan amount without any prior notice to you.



27. Set Off

27.1 By signing this Agreement and by drawing on the Loan, You covenant to repay the loan as and when due. In the event that You fail to repay the loan as agreed, and the loan becomes delinquent, Branch shall have the right to report the delinquent loan to the CBN through the Credit Risk management System (CRMS) or by any other means and request the CBN to exercise its regulatory power to direct all banks and other financial institutions under its regulatory purview to set-off your indebtedness from any money standing to my credit in any bank account and from any other financial assets they may be holding for your benefit.

27.2 You covenant and warrant that Branch shall have power to set-off your indebtedness from all such monies and funds standing to your credit/benefit in any and all such accounts or from any other financial assets belonging to you and in the custody of any such bank or financial institution.

27.3 You hereby waive any right of confidentiality whether arising under common law or statue or in any other manner whatsoever and irrevocably agree that you shall not argue to the contrary before any court of law, tribunal, administrative authority or any other body acting in any judicial or quasi-judicial capacity.




PART C- INVESTMENT ACCOUNT

By signing up for the Investment product, you authorise us to manage the funds placed with us by ourselves or through our fund management partners.

Before you authorise an Investment, the summary of your proposed investment amount, Prevailing Rate, tenor, maturity date, Fees, taxes, will be made available to you on the App. Please do not proceed with the Investment if the terms are not acceptable to you.

You may fund your Investment Account by using any of the funding methods on the App and you authorise us to deduct the Investment Amount from your Account for the purposes of effecting your investment.



28 Transfers from your Investment Account

28.1 You may withdraw the funds in your Investment Account on the maturity date or on any date before the maturity date (Early Liquidation). Early Liquidation may be subject to an early withdrawal fee.

28.2 Requests for Liquidation will be processed and your Investment Amount will be disbursed into your Wallet promptly.

28.3 Unless we receive a Request from you to liquidate an Investment, we may roll over any Investment on the maturity date for the same tenor as the Investment placed with us.



29. Fees

29.1 You agree to pay all Transaction Fees in connection with the Investment as shall be notified to you through the App. Any changes to the Transaction Fees will be communicated to you within a reasonable time.

29.2 You authorise Branch to deduct from your Investment 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.



30. Disclosures

30.1 You have read, understood and agree to comply with these terms and conditions and any other specific terms and conditions necessary for the Investment as may be amended from time to time.

30.2 You confirm that you have received all the information to the Investment and, before accepting these terms and conditions for the Investment, sought independent advice and clarification from persons other than Branch’s employees or agents. The User further confirms that he was provided with sufficient time to consider the terms and conditions prior to his acceptance of them.

30.3 All interests earned on the funds in your Investment Account will be subject to deduction at the prevailing tax rate.



31. Specific Disclosures

31.1 Your Investment is not covered under a deposit insurance scheme.

31.2 Branch makes no representation regarding the likelihood or probability that any actual or proposed Investment will in fact achieve a particular outcome or goal. You are advised to note that past or historic performances may not be an accurate depiction of future performance or returns.

31.3 You may be invited to make an Investment or customized Investment offers may be available to you on the Account. You confirm that such invitations from Us shall be not construed as making any recommendation or investment advice of any kind whatsoever.

31.3 You are strongly encouraged to consult your advisors (financial, tax and legal advisers) concerning any Investment as Investments involve significant risks (including loss of the entire amount invested) and you should only enter into an Investment without an understanding of the risks. You should therefore consider whether investing is suitable for your financial condition and circumstance.

31.4 Branch disclaims and will not be liable for any indirect, incidental, consequential, special or punitive damages (including loss of profits, opportunity cost of returns or investment etc) arising out of your decision to invest whether or not the circumstances surrounding such decision were made available to us.




PART D - Wallets



32. Funding and Transfer out of your Wallet

32.1 Once you open your Wallet, you will be assigned a Nigeria Unified Banking Account Number (“NUBAN”). The NUBAN will be required when you or a third party wants to fund your Wallet. Save for any limits that are applicable to the Wallets, your Wallet may be credited by transfers from other wallet holders on the Branch App, through bank transfers to your Wallets NUBAN Account and by cards. Your Wallet may also be funded by Branch if your approved loan is disbursed into the Wallet.

32.2 You may transfer the funds in your Wallet to other wallets on the Branch App, and to any bank account with a Nigerian bank. You will be responsible for any processing charges and fees for the transfers to and from your Wallets.

32.3 We may not process your transfer or payment if:

32.3.1 if your instructions are unclear;

32.3.2 you have insufficient funds;

32.3.3 there is a suspicion of criminal, fraudulent or illegal activity on your Branch Account;

32.3.4 there is a suspicion of unauthorised access on your Branch Account;

32.3.5 we (and/or our Partners) are legally restricted from completing the transfers;

32.3.6 it goes over your payment limits (where applicable);

32.3.7 your Wallet has been dormant for more than 12 months;

32.3.8 we are prohibited or restricted from doing so in accordance with the payment system regulations or any applicable law in Nigeria.

32.4 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 authorised, 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.

32.5 You may be required to set a password to carry out transactions using the Wallets. When you enter your password to confirm a transaction, you confirm that we may treat the transaction as having been authorised.

32.6 Overdrawn amounts from your Wallet may be treated as a Loan which is immediately due and repayable to us. We also recover the Loan as we would under clause 25 above.



33. KEEPING YOUR WALLET SECURE

33.1 It is your duty to keep your security information relating to your Wallet and the Branch App secure. Where you suspect that the security of your Wallet or your Branch Account may have been compromised, you are required to inform us as soon as possible. Please change your password and any other security credential immediately. Branch will not be liable for transactions carried out where access to your Wallet has been compromised by you, malware or human interference outside of our control.



34. DEPOSIT INSURANCE SCHEME

34.1 Funds in your wallets are covered under the Nigerian Deposit Insurance Scheme subject to the prevailing limits imposed by the Nigerian Insurance Deposit Corporation.



35. CLOSING YOUR WALLET

35.1 Where you inform us or we have reasonable grounds to believe that your Wallet has been hacked, we may close your Wallet and disable your access to the Wallet. In this instance, we will notify you of the closure and also request the balance in your Wallet may be transferred to any bank account of your choice.

35.2 We may also close your Wallet in accordance with the Branch App’s Terms of Use.



36. DISPUTES

36.1 Please notify us immediately you become aware of an unauthorised transaction on your Wallet by contacting our customer solutions team. Failure to do so may discharge us of any legal obligation to assist you.