Terms of Service

1. Definitions and Interpretation

In these Terms of Service (“Terms”), the following capitalised words have the meanings set out below unless the context otherwise requires:

• “Fractal”, “we”, “us”, or “our” refers to Fractal Technology Limited, a company incorporated under the laws of the Federal Republic of Nigeria, and its affiliates.
• “Platform” means the Fractal website, web application, APIs, and any related software or services we operate.
• “User”, “you”, or “your” refers to any individual or entity that accesses or uses the Platform, regardless of role.
• “Issuer” means a User that submits assets for tokenization and launches offerings through the Platform.
• “Investor” means a User that subscribes to offerings made available through the Platform.
• “Operator” means Fractal personnel or authorised agents who manage platform operations, compliance review, and approvals.
• “Professional” means a third-party service provider (valuer, inspector, lawyer, or auditor) engaged through the Platform to perform diligence or servicing tasks.
• “Offering” means a tokenised investment product listed on the Platform by an Issuer.
• “Subscription” means an Investor's commitment to invest in an Offering.
• “Digital Asset” or “Token” means a digital representation of an interest in a real-world asset issued through the Platform.
• “KYC” means know-your-customer identity verification. “KYB” means know-your-business verification. “AML” means anti-money laundering.
• “Applicable Law” includes the Investments and Securities Act (ISA) 2007, the Companies and Allied Matters Act (CAMA) 2020, the Money Laundering (Prevention and Prohibition) Act 2022, the Nigeria Data Protection Act (NDPA) 2023, regulations of the Securities and Exchange Commission of Nigeria (SEC), and any other applicable Nigerian or international law.

2. Acceptance of Terms

By creating an account, accessing, or using any part of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Platform on behalf of a corporate entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must immediately cease using the Platform and close any account you may have created.

3. Eligibility

To use the Platform, you must:

1. Be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher).
2. Have the legal capacity and authority to enter into a binding agreement.
3. Not be a person or entity subject to economic sanctions administered by the United Nations, the United States (OFAC), the European Union, or any other applicable sanctions regime.
4. Not be resident in a jurisdiction where use of the Platform or participation in Offerings would violate Applicable Law.
5. Successfully complete all required KYC, KYB, or AML verification procedures before engaging in regulated activities on the Platform.

We reserve the right to refuse or revoke access to any User who, in our sole determination, does not satisfy the eligibility requirements above or poses an unacceptable compliance risk.

4. Description of Services

Fractal operates a technology platform that facilitates the issuance and management of tokenised real-world asset (RWA) investment products. Our services include:

• Application intake and diligence — Issuers submit asset details, supporting documents, and KYB materials. Operators assign and manage professional service providers (valuers, inspectors, lawyers) to complete due-diligence tasks.
• Structuring and compliance review — Offering terms, fee structures, and compliance parameters are configured and reviewed before issuance.
• Offering issuance — Approved applications become tokenised Offerings available to eligible Investors.
• Investor subscriptions — Investors browse, evaluate, and subscribe to Offerings, subject to KYC, eligibility, and investment-limit requirements.
• Servicing and distributions — Ongoing management of active Offerings, including yield distributions, milestone tracking, tranche releases, and reporting.
• Exit and reporting — Lifecycle management through to offering maturity or exit, with audit trails, event logs, and regulatory reporting.

Important: Fractal is a technology platform facilitator. We are not a bank, broker-dealer, investment adviser, fund manager, or securities exchange. Offerings listed on the Platform are private placements made by third-party Issuers, not by Fractal. We do not guarantee any investment return, and participation in any Offering is entirely at your own risk.

5. Account Registration and Security

5.1 Registration

To access most features of the Platform you must create an account and provide accurate, current, and complete information. You agree to update your information promptly if it changes.

5.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us at security@fractal.finance if you suspect any unauthorised access or breach of your account.

5.3 One Account Per User

Each natural person or legal entity may maintain only one account on the Platform. Creating multiple accounts to circumvent eligibility, investment limits, or other controls is strictly prohibited and may result in immediate termination and forfeiture of pending transactions.

6. KYC, KYB, and AML Compliance

We are committed to compliance with Applicable Law, including anti-money laundering, counter-terrorism financing, and know-your-customer regulations. Accordingly:

1. Investors must complete KYC identity verification before subscribing to any Offering. We may use third-party identity verification providers (including Sumsub or equivalent) to process your verification.
2. Issuers must complete KYB verification, including submission of corporate registration documents, identification of ultimate beneficial owners (UBOs), directors, and significant shareholders.
3. We may request additional documentation at any time and may restrict or suspend your account pending satisfactory completion of verification.
4. We may monitor transactions for suspicious activity and file reports with the Nigerian Financial Intelligence Unit (NFIU) or other relevant authorities as required by law.
5. We retain KYC and KYB records for a minimum period as required by Applicable Law (currently at least six years after the termination of the business relationship).

7. Issuer Obligations

If you use the Platform as an Issuer, you additionally agree to:

1. Provide truthful, accurate, and complete information about yourself, your business, the underlying assets, and the terms of each Offering.
2. Disclose all material risks, conflicts of interest, and relevant legal or regulatory proceedings.
3. Maintain valid legal title (or verified right to tokenise) to all assets submitted to the Platform.
4. Cooperate with diligence professionals and comply with timelines set by Operators.
5. Fulfil all obligations under the Offering terms, including scheduled distributions, milestone reporting, and investor communications.
6. Not make any false, misleading, or deceptive statements in connection with any Offering.
7. Comply with all Applicable Law, including requirements of the SEC (Nigeria) regarding private placements, exemptions, and disclosure obligations.

Fractal does not independently verify all claims made by Issuers. Investors should conduct their own due diligence on any Offering.

8. Investor Obligations and Risk Acknowledgement

8.1 Investor Obligations

If you use the Platform as an Investor, you additionally agree to:

1. Complete KYC verification before subscribing to any Offering.
2. Provide accurate information regarding your investment experience, net worth, and income where required for investor classification (retail, sophisticated, or institutional).
3. Only invest amounts you can afford to lose, and not invest funds that are borrowed or needed for essential living expenses.
4. Read and understand the Offering terms, risk factors, and disclosure documents before subscribing.
5. Comply with applicable tax obligations, including withholding tax (WHT) on distributions as deducted and remitted by the Platform or Issuer.

8.2 Risk Acknowledgement

By subscribing to any Offering, you acknowledge and accept that:

• Capital risk: You may lose some or all of your invested capital. Investments in real-world assets are not guaranteed.
• Illiquidity: Tokens may not be freely transferable. There may be no secondary market, and lockup periods may apply.
• Market risk: The value of underlying assets may fluctuate due to market conditions, economic cycles, and local factors.
• Regulatory risk: Changes in law or regulation may affect the value, legality, or enforceability of Tokens or underlying assets.
• Issuer risk: Issuers may fail to perform their obligations, including distributions or milestone deliverables.
• Technology risk: The Platform may experience outages, cyberattacks, software errors, or other technology failures.
• Currency risk: Exchange rate fluctuations may affect the value of your investment if denominated in a currency other than your base currency.
• No advice: Fractal does not provide investment, legal, tax, or financial advice. You should seek independent professional advice before making any investment decision.

9. Offerings, Subscriptions, and Payments

9.1 Offering Terms

Each Offering is governed by its own set of terms, including the raise target, minimum and maximum ticket sizes, opening and closing dates, distribution schedule, and applicable fees. These terms are presented on the Offering detail page and form part of the agreement between the Investor and the Issuer.

9.2 Subscription Process

When you subscribe to an Offering, you are making a binding commitment to invest the specified amount, subject to allocation confirmation. Subscriptions may pass through statuses including committed, payment pending, paid, allocation confirmed, cancelled, or refunded. Fractal facilitates but does not guarantee the execution of any Subscription.

9.3 Cooling-Off Period

Where Applicable Law requires, Investors may have a cooling-off period during which a Subscription may be cancelled without penalty. The specific duration and conditions of any cooling-off period will be stated in the Offering terms.

9.4 Payment Processing

Payments are processed through licensed third-party payment service providers. Fractal does not hold or manage investor funds directly. Subscription funds may be held in escrow accounts managed by an independent escrow agent until allocation is confirmed. Fractal is not responsible for payment failures, delays, or errors caused by third-party payment processors or your financial institution.

9.5 Oversubscription

If an Offering is oversubscribed, the applicable allocation policy (pro rata, first-come-first-served, or waitlist) will determine how Subscriptions are processed. Details of the oversubscription policy are specified in each Offering's terms.

10. Fees

Fractal charges fees for the use of certain services, which may include:

• Setup fees — one-time fees charged to Issuers for onboarding and offering structuring.
• Platform fees — a percentage of the amount raised, charged to the Issuer.
• Servicing fees — ongoing fees for distribution management, reporting, and lifecycle servicing.
• Professional fees — fees for third-party diligence services (valuation, inspection, legal), which are the Issuer's responsibility.

Applicable fees, rates, and payment terms are disclosed to Issuers before onboarding and may vary by template, asset class, and volume. Fractal reserves the right to modify its fee schedule with reasonable advance notice. No fees are charged directly to Investors for subscribing to Offerings, although Investors are responsible for any applicable taxes.

11. Tax Obligations

Users are solely responsible for determining and fulfilling their own tax obligations arising from use of the Platform and participation in Offerings. Without limiting the foregoing:

• Withholding tax (WHT) on investment income may be deducted at source and remitted to the Federal Inland Revenue Service (FIRS) as required by Nigerian tax law.
• Issuers are responsible for any value-added tax (VAT), capital gains tax, or other taxes applicable to transactions conducted through the Platform.
• Fractal does not provide tax advice. You should consult a qualified tax adviser regarding your specific circumstances.

12. Prohibited Conduct

You agree not to:

1. Use the Platform for any unlawful purpose, including money laundering, terrorist financing, fraud, or market manipulation.
2. Provide false, inaccurate, or misleading information during registration, verification, or in connection with any transaction.
3. Create multiple accounts, impersonate another person, or use another person's account without authorisation.
4. Attempt to circumvent eligibility requirements, investment limits, lockup periods, or transfer restrictions.
5. Interfere with, disrupt, or compromise the security, integrity, or performance of the Platform, including through introduction of viruses, bots, or denial-of-service attacks.
6. Reverse engineer, decompile, or disassemble any part of the Platform software.
7. Scrape, harvest, or collect data from the Platform without our express written consent.
8. Use the Platform in any manner that could damage, disable, or overburden our infrastructure.
9. Engage in insider trading, front-running, or other forms of market abuse.
10. Violate any Applicable Law or the rights of any third party.

13. Intellectual Property

The Platform, including its software, code, design, text, graphics, logos, trademarks, and all other content (collectively, “Fractal IP”) is owned by or licensed to Fractal and is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose and in accordance with these Terms. You may not copy, modify, distribute, sell, lease, or create derivative works from any Fractal IP without our prior written consent.

Any feedback, suggestions, or ideas you provide to us regarding the Platform may be used by us without restriction or compensation.

14. User Content

You retain ownership of any content, data, or documents you upload to the Platform (“User Content”). By uploading User Content, you grant Fractal a non-exclusive, worldwide, royalty-free licence to use, store, reproduce, and display such content solely as necessary to provide and improve the Services.

You represent and warrant that you own or have the necessary rights to upload all User Content and that such content does not infringe any third-party rights or violate Applicable Law.

15. Third-Party Services

The Platform may integrate with or contain links to third-party services, including payment processors, identity verification providers, escrow agents, and blockchain networks. These third-party services are governed by their own terms and privacy policies. Fractal is not responsible for the availability, accuracy, or content of third-party services, and your use of them is at your own risk.

16. Data Protection and Privacy

We collect, process, and store personal data in accordance with our Privacy Policy and Applicable Law, including the Nigeria Data Protection Act (NDPA) 2023. By using the Platform, you consent to the collection and processing of your personal data as described in our Privacy Policy.

We implement appropriate technical and organisational measures to protect personal data against unauthorised access, alteration, disclosure, or destruction. However, no system is completely secure, and we cannot guarantee absolute security.

We use cookies and similar technologies as described in our Cookie Policy. You can manage optional cookie categories through the Cookie Preferences link in the footer.

17. Confidentiality

During your use of the Platform, you may have access to confidential information of Fractal, Issuers, or other Users. You agree to maintain the confidentiality of such information and not to disclose, distribute, or use it except as necessary for the purposes contemplated by these Terms. This obligation survives termination of your account.

18. Disclaimers of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

Without limiting the foregoing, we do not warrant that:

• The Platform will be uninterrupted, timely, secure, or error-free.
• Any information provided through the Platform is accurate, complete, or current.
• Any Offering will achieve its stated objectives or generate returns.
• Any defects in the Platform will be corrected.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. FRACTAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, ANY OFFERING, OR ANY TRANSACTION.
2. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO FRACTAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND NAIRA (₦100,000).
3. WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ISSUER DEFAULT, ASSET DEPRECIATION, REGULATORY CHANGES, FORCE MAJEURE EVENTS, OR ANY OTHER CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL.

Nothing in these Terms excludes or limits liability that cannot be lawfully excluded or limited under Applicable Law, including liability for fraud or wilful misconduct.

20. Indemnification

You agree to indemnify, defend, and hold harmless Fractal, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of or access to the Platform.
• Your violation of these Terms or Applicable Law.
• Your User Content or any information you provide to the Platform.
• Any Offering you list as an Issuer, including any claims by Investors or third parties.
• Your infringement of any third-party rights.

21. Suspension and Termination

21.1 By Fractal

We may, in our sole discretion and without prior notice, suspend or terminate your account and access to the Platform if:

• You breach any provision of these Terms.
• We are required to do so by law, regulation, or a court or regulatory order.
• We reasonably believe your account has been compromised or is being used fraudulently.
• You fail to complete or pass required KYC/KYB verification.
• Continued provision of Services to you would expose Fractal to unacceptable legal, regulatory, or reputational risk.

21.2 By You

You may terminate your account at any time by contacting us at support@fractal.finance. Termination does not release you from any obligations incurred prior to termination, including any outstanding Subscriptions, fees, or liabilities.

21.3 Effect of Termination

Upon termination, your right to use the Platform immediately ceases. Provisions that by their nature should survive termination shall survive, including Sections 8.2, 13, 17, 18, 19, 20, 22, 23, and 24.

22. Dispute Resolution

22.1 Good-Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days from the date of written notice of the dispute.

22.2 Mediation

If the dispute cannot be resolved through negotiation, either party may refer the matter to mediation under the Lagos Multi-Door Courthouse (LMDC) Mediation Rules, or an equivalent mediation body agreed by the parties.

22.3 Arbitration

If the dispute is not resolved through mediation within sixty (60) days, either party may refer the dispute to binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The arbitration shall be conducted by a single arbitrator in Lagos, Nigeria, and the language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.4 Class Action Waiver

To the fullest extent permitted by Applicable Law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of any class, consolidated, or representative action.

23. Governing Law and Jurisdiction

These Terms are governed by and shall be construed in accordance with the laws of the Federal Republic of Nigeria. Subject to Section 22, the courts of Lagos State, Nigeria shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

24. Modifications to These Terms

We may update or modify these Terms from time to time by posting the revised version on the Platform and updating the “Last updated” date above. Material changes will be communicated through in-platform notification or email to your registered address at least fourteen (14) days before taking effect.

Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Platform and close your account.

25. Force Majeure

Fractal shall not be liable for any failure or delay in performance of its obligations under these Terms caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, governmental actions, power failures, internet or telecommunications failures, cyberattacks, or changes in Applicable Law.

26. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

27. Waiver

No failure or delay by Fractal in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. A single or partial exercise of any right, power, or remedy shall not preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

28. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Fractal may assign its rights and obligations under these Terms to any affiliate or successor entity without your consent, provided that such assignment does not materially diminish the protections afforded to you under these Terms.

29. Entire Agreement

These Terms, together with the Privacy Policy and any Offering-specific terms, constitute the entire agreement between you and Fractal with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, and understandings.

30. Notices

Notices to Fractal must be sent by email to legal@fractal.finance or by post to our registered office address. Notices to you will be sent to the email address associated with your account or through in-platform notifications. Notices are deemed received when sent by email (upon confirmation of sending) or, if by post, three (3) business days after dispatch.

31. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Platform, please contact us: