Terms of Service

Introduction

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("User", "Client", "you") and XODOS Technologies Limited ("XODOS", "Company", "we", "us", "our"), a company incorporated in Nigeria. These Terms govern your access to and use of the XODOS mobile and web application, website, APIs, and all associated services (collectively, the "Platform").

XODOS operates a regulated blockchain-enabled platform for trading equities listed on the Nigerian Exchange Group (NGX) by diaspora investors and eligible domestic participants. All securities activities are executed through our licensed broker-dealer partner, ARM Securities Limited, and settled through the Central Securities Clearing System (CSCS). XODOS is not a licensed broker-dealer and does not provide investment advice.

1. Definitions

In these Terms, the following capitalised terms have the meanings below:

• Account — the user account opened by a Client on the XODOS Platform, encompassing the Client's wallet, portfolio, and transaction history.
• ARM Securities / Executing Broker — ARM Securities Limited (RC 125242), a licensed dealing member of the Nigerian Exchange Group, engaged by XODOS to execute securities transactions on behalf of Clients.
• BVN — the Bank Verification Number issued by the Central Bank of Nigeria, used to verify the identity of Nigerian nationals and residents for financial services.
• cNGN — the CBN-aligned Nigerian Naira-pegged stablecoin used as the primary settlement currency on the XODOS Platform, issued and managed through XODOS's licensed stablecoin settlement partner.
• CSCS — Central Securities Clearing System Limited, the licensed clearing, settlement, and depository institution for the Nigerian capital market.
• KYC / AML — Know Your Customer and Anti-Money Laundering compliance procedures required by applicable law and regulation.
• Named Sub-Account — an individual securities account held in the Client's own name under a CSCS account number, available to Clients who successfully complete BVN or NIN verification.
• NGX — Nigerian Exchange Group plc, the regulated securities exchange on which trades are executed.
• NIN — the National Identification Number issued by the National Identity Management Commission of Nigeria.
• Omnibus Account — a pooled custody account maintained by the licensed custodian, in which beneficial ownership of securities is recorded on XODOS's proprietary internal sub-ledger, available to Clients who do not hold a BVN/NIN.
• Platform — the XODOS mobile application, web portal, APIs, and all associated services and features.
• Settlement Wallet — the dedicated Wema Bank settlement wallet provisioned for each Client, through which cash inflows and outflows are processed.
• Synthetic Asset — a structured financial instrument issued by XODOS providing economic exposure to an NGX-listed security, without the transfer of the underlying shares.

2. Eligibility and account opening

2.1 Eligibility criteria

To open an Account, you must:

• Be an individual at least 18 years of age (or the age of majority in your jurisdiction of residence, if higher);
• Not be a resident of, or subject to the laws of, any jurisdiction in which use of the Platform would be prohibited by applicable law;
• Not be on any government sanctions list, including those maintained by OFAC (US), HMRC (UK), FINTRAC (Canada), or the Nigerian Financial Intelligence Unit (NFIU);
• Have the legal capacity to enter into a binding contract;
• Provide accurate, complete, and current registration information; and
• Agree to and comply with all applicable laws and regulations in your country of residence.

2.2 Account types

XODOS offers two account structures based on identity verification status.

Named Sub-Account — available to Clients who successfully verify a Nigerian BVN or NIN. Securities are held in the Client's individual name in a dedicated CSCS account. This account type provides the strongest form of direct beneficial ownership under Nigerian capital market law.

Omnibus Account — available to Clients unable to provide a BVN/NIN (typically non-Nigerian diaspora investors). Securities are held in an aggregate custody account maintained by XODOS's licensed securities custodian. XODOS maintains a proprietary internal sub-ledger recording individual beneficial ownership. Clients acknowledge that their interest is in the sub-ledger record and not in a direct legal title to NGX-registered securities.

2.3 KYC/AML onboarding

All Clients must complete XODOS's KYC/AML onboarding process before any funds may be deposited or any trade placed. This includes:

• Government-issued photo identification (passport, national ID, or driving licence);
• Proof of residential address (utility bill or bank statement dated within 90 days);
• BVN or NIN verification, where applicable;
• Source of funds declaration; and
• Any additional documentation required by XODOS or its regulatory partners.

XODOS reserves the right to conduct enhanced due diligence (EDD) on any Client and to decline or suspend any Account at its sole discretion, including where verification cannot be satisfactorily completed.

3. Platform services

3.1 Fiat deposit and on-ramp

Clients may deposit funds into their XODOS Account in supported fiat currencies (currently GBP, USD, and CAD) via bank transfer, debit card, or approved digital wallet. Deposits are processed through XODOS's licensed payment gateway partner. The accepted fiat is converted to cNGN at the rate displayed to the Client at the time of deposit, inclusive of XODOS's FX spread. XODOS's primary revenue is derived from this FX conversion spread; no additional commission is charged on the conversion.

3.2 cNGN settlement rail

All platform transactions are denominated and settled in cNGN, a CBN-aligned, NGN-pegged stablecoin issued through XODOS's licensed stablecoin settlement partner. By using the Platform, the Client consents to the conversion and holding of funds in cNGN as an intermediate step in all deposit, trade, and withdrawal transactions. XODOS does not guarantee the fiat value of cNGN.

3.3 Trade execution

Clients may submit market or limit orders for NGX-listed equities through the Platform. XODOS will:

• Perform a pre-trade balance check and order validation;
• Route validated orders to ARM Securities Limited for execution on the NGX;
• Display real-time NGX quotes sourced from the market data feed; and
• Provide order status updates via in-app notification and email.

XODOS acts solely as the technology front-end and FX conversion layer. ARM Securities Limited is the regulated execution engine and is solely responsible for trade execution, order matching, and compliance with NGX trading rules. XODOS does not guarantee order fill, execution price, or execution timing. Orders may be rejected, partially filled, or delayed for reasons outside XODOS's control.

3.4 Settlement and custody

Trade settlement occurs in accordance with NGX and CSCS rules. Securities are delivered into the nominee account maintained by XODOS's licensed securities custodian. Post-settlement:

• Named Sub-Account holders have their individual holdings recorded at the CSCS level;
• Omnibus Account holders are recorded on XODOS's internal sub-ledger as beneficial owners.

XODOS reconciles all client holdings against the custodian's records on a daily basis. In the event of a reconciliation discrepancy, XODOS will investigate and resolve the matter within five (5) business days, notifying the affected Client of the outcome.

3.5 Market data

Real-time NGX market data is aggregated by ARM Securities from the NGX and distributed to the XODOS Platform via secure API. Market data is provided for informational purposes only and does not constitute investment advice. XODOS does not warrant the accuracy, completeness, or timeliness of any market data displayed on the Platform.

3.6 Synthetic assets

XODOS may, from time to time and subject to applicable regulatory approvals, offer Synthetic Assets providing economic exposure to NGX-listed securities. Synthetic Assets are bilateral contracts between XODOS and the Client and do not constitute a transfer of underlying securities. By purchasing a Synthetic Asset, the Client acknowledges and agrees that:

• Synthetic Assets carry the full credit risk of XODOS as counterparty;
• No underlying shares are purchased or transferred on behalf of the Client;
• The value of the Synthetic Asset tracks, but may not precisely replicate, the performance of the referenced NGX security;
• Synthetic Assets are governed exclusively by these Terms and any applicable product disclosure schedule; and
• Synthetic Assets are not suitable for all investors. Clients should carefully consider their investment objectives, financial position, and risk tolerance before purchasing.

3.7 Withdrawals

Clients may initiate withdrawals via the Platform at any time subject to:

• Completion of all pending settlement obligations;
• Account validation, available balance verification, and compliance and fraud checks;
• Applicable withdrawal limits as notified to Clients from time to time; and
• The absence of any account restriction, freeze, or regulatory hold.

Approved withdrawals are processed from the Client's Wema Bank settlement wallet to the Client's designated verified bank account. XODOS targets a processing time of two (2) to five (5) business days but does not guarantee this timeline.

4. Fees and charges

FX conversion spread

XODOS earns a spread between the interbank FX rate and the rate offered to the Client on fiat-to-cNGN conversion. The spread is displayed to the Client at the time of each deposit. XODOS reserves the right to vary the spread at any time with 14 days' prior notice to Clients.

Brokerage commission

Trade execution brokerage fees charged by ARM Securities are passed through to the Client and displayed in the order confirmation screen prior to execution. The current brokerage rate is as prescribed by the NGX Commission schedule and may be updated by ARM Securities from time to time.

Regulatory levies

NGX transaction levies, SEC Nigeria transaction fees, CSCS settlement charges, and any other regulatory impositions are charged at cost to the Client and disclosed at the point of order confirmation.

Withdrawal fees

Withdrawal processing fees, if any, will be disclosed in the Platform's fee schedule and notified to the Client prior to processing.

Inactivity fees

XODOS reserves the right to charge a monthly inactivity fee on accounts with no transaction activity for twelve (12) consecutive months. Clients will be notified at least 30 days before any inactivity fee is applied.

All fees are subject to applicable taxes, including Value Added Tax (VAT) where required by Nigerian law.

5. Risk disclosures

Investing in securities involves significant risk. You may lose some or all of your invested capital. The risks set out in our Risk Disclosure — market risk, FX and naira devaluation, liquidity, cNGN and stablecoin risk, settlement and counterparty risk, regulatory and jurisdictional risk, technology and cybersecurity risk, and synthetic asset risk — form part of these Terms and should be read in full before you invest.

6. Client obligations

You agree that you will:

• Provide accurate, complete, and up-to-date information at all times and promptly update XODOS if any information changes;
• Keep your login credentials, password, and any two-factor authentication codes strictly confidential and not share them with any third party;
• Notify XODOS immediately if you suspect any unauthorised access to your Account;
• Not use the Platform for any unlawful purpose, including money laundering, terrorist financing, market manipulation, or insider trading;
• Not use automated tools, bots, or scripts to access or interact with the Platform without XODOS's prior written consent;
• Comply with all applicable laws and regulations in your country of residence regarding investment, foreign exchange, and taxation;
• Not attempt to circumvent any KYC/AML or identity verification controls;
• Self-declare and pay any taxes arising from your use of the Platform in your jurisdiction of residence; and
• Ensure that your use of the Platform does not violate any court order, regulatory restriction, or third-party right.

7. Intellectual property

All intellectual property rights in the Platform, including the software, algorithms, proprietary sub-ledger architecture, trade execution logic, user interface, branding, content, and data (collectively, "XODOS IP"), are and remain the sole property of XODOS Technologies Limited. Nothing in these Terms grants the Client any right to use, copy, reproduce, distribute, modify, or create derivative works from XODOS IP without the prior written consent of XODOS.

XODOS's blockchain-enabled cross-border equity access and settlement system, including the cNGN stablecoin settlement rail, dual sub-ledger custody architecture, and synthetic asset mechanism, constitutes proprietary and potentially patentable technology. Unauthorised replication, reverse engineering, or commercial use of XODOS's technical architecture is strictly prohibited and may result in civil and criminal liability.

8. Data protection and privacy

XODOS collects and processes your personal data in accordance with the Nigeria Data Protection Act 2023 (NDPA) and applicable data protection laws in the UK (UK GDPR), the US (applicable state privacy laws), and Canada (PIPEDA). By using the Platform, you consent to the collection, processing, storage, and sharing of your personal data as described in XODOS's Privacy Policy, which forms part of these Terms and is incorporated by reference.

Key data processing activities include:

• Collection of identification, contact, and financial data for KYC/AML compliance;
• Sharing of KYC/AML data with ARM Securities Limited, RMB, Wema Bank, CSCS, and licensed identity verification vendors for account onboarding and regulatory compliance;
• Sharing of trade data with NGX and CSCS for execution and settlement purposes;
• Retention of transaction records, bank statements, and system logs for regulatory inspection; and
• Use of anonymised, aggregated data for platform analytics and product improvement.

You have the right to access, correct, or request deletion of your personal data, subject to regulatory retention obligations. Please contact privacy@x-o-dos.com to exercise your data rights.

9. Limitation of liability

To the fullest extent permitted by applicable law:

• XODOS is not a licensed broker-dealer, investment adviser, or asset manager. Nothing on the Platform constitutes investment advice, a solicitation to invest, or a recommendation to buy or sell any security.
• XODOS's total aggregate liability to a Client for any cause arising out of or relating to these Terms or the Platform shall not exceed the total fees paid by that Client to XODOS in the twelve (12) months preceding the claim.
• XODOS shall not be liable for any indirect, special, incidental, consequential, or punitive losses, including loss of profits, loss of data, or opportunity loss, whether arising in contract, tort, or otherwise.
• XODOS shall not be liable for any loss arising from: (i) naira devaluation or FX movement; (ii) NGX market closure or trading halt; (iii) ARM Securities order rejection or partial fill; (iv) CSCS settlement delay; (v) cNGN de-pegging or stablecoin partner failure; (vi) cybersecurity breach despite reasonable security measures; or (vii) force majeure events.

Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, death, or personal injury caused by gross negligence.

10. Account suspension and termination

10.1 Suspension by XODOS

XODOS may suspend your Account immediately and without notice if:

• We have reasonable grounds to suspect fraudulent activity, money laundering, or a breach of these Terms;
• A regulatory, law enforcement, or court authority directs us to do so;
• Your Account fails an ongoing KYC/AML review; or
• You have provided false or misleading information in your application or on the Platform.

10.2 Termination by Client

You may close your Account at any time by submitting a written request to support@x-o-dos.com. Account closure is subject to: (i) settlement of all open trade positions; (ii) withdrawal of all available cash balances; (iii) transfer or sale of all securities holdings; and (iv) payment of any outstanding fees.

10.3 Effect of termination

On termination, XODOS will process any pending withdrawals and facilitate the transfer or liquidation of any remaining securities in accordance with your instructions. XODOS retains the right to retain transaction records for the periods required by applicable law and regulation.

11. Complaints and dispute resolution

11.1 Internal complaints process

If you have a complaint about the Platform or any service provided by XODOS, you may submit a complaint via:

• In-app: through the 'Help & Support' section of the Platform;
• Email: complaints@x-o-dos.com; or
• Post: XODOS Technologies Limited, House 1, Plot 15, Ihuntayi Road, Oniru, Lagos, Nigeria.

XODOS will acknowledge your complaint within 2 business days and provide a substantive response within 10 business days. If you do not receive a substantive response within 10 business days of submitting your complaint, you may escalate the matter immediately to SEC Nigeria or the relevant regulatory body in your jurisdiction of residence, without waiting for XODOS's further response. All complaint cases are logged for audit trail and service quality monitoring.

11.2 Escalation to regulatory bodies

If you are dissatisfied with XODOS's response, you may escalate your complaint to the Securities and Exchange Commission Nigeria (SEC Nigeria). XODOS will cooperate fully with any regulatory investigation or mediation process.

11.3 Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Disputes may be referred to arbitration under the rules of the London Court of International Arbitration, with the seat of arbitration in London, United Kingdom, and the language of the arbitration being English. The parties submit to the jurisdiction of the courts of Nigeria for the resolution of any dispute not resolved through arbitration. Nothing in this clause prevents XODOS from seeking injunctive relief in any competent jurisdiction.

12. Amendments

XODOS may amend these Terms at any time. Material changes will be notified to Clients by email and in-app notification at least 14 days before taking effect. Your continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms. If you do not accept the amended Terms, you must close your Account before the effective date of the changes.

13. General provisions

13.1 Entire agreement

These Terms, together with XODOS's Privacy Policy and any product-specific schedules, constitute the entire agreement between you and XODOS with respect to the Platform and supersede all prior representations, understandings, or agreements.

13.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

XODOS's failure to enforce any right under these Terms shall not constitute a waiver of that right.

13.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without XODOS's prior written consent. XODOS may assign these Terms to any successor entity or acquirer.

13.5 Force majeure

XODOS shall not be liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, war, terrorism, regulatory action, exchange closure, network outages, or pandemic.

13.6 Language

These Terms are drafted in English. In the event of any conflict between an English version and any translation, the English version shall prevail.

14. Client acceptance

By ticking the acceptance box, creating an account, or otherwise accessing the Platform, you confirm that:

• You have read, understood, and agree to be bound by these Terms in their entirety;
• You meet the eligibility criteria set out in Section 2;
• You acknowledge and accept the risks set out in Section 5 and in the Risk Disclosure;
• You understand that XODOS is not a licensed broker-dealer or investment adviser and does not provide investment advice;
• You consent to the processing of your personal data as described in Section 8 and in the Privacy Policy; and
• You are not accessing the Platform from a prohibited jurisdiction.

For questions about these Terms, contact legal@x-o-dos.com. For complaints, contact complaints@x-o-dos.com. For data protection enquiries, contact privacy@x-o-dos.com.

ODOS