Terms & Conditions

Please read these terms and conditions carefully before using our digital platforms and services.

Effective Date: September 2026
Version: 1.0

1. About These Terms

These Terms and Conditions ("Terms") govern your access to and use of the Regius Investment App ("App"), website, digital platforms and related services provided by Regius Asset Management Limited ("Regius", "we", "us" or "our").

By registering for an account, accessing the App, clicking "I Agree", or otherwise using the App, you acknowledge that you have read, understood and agreed to these Terms.

If you do not agree with these Terms, you must not access or use the App.

These Terms should be read together with:

  • the applicable Client Service Agreement;
  • investment management mandate, where applicable;
  • applicable product terms and conditions;
  • fund prospectus/offer document;
  • investment policy statement;
  • risk disclosures;
  • fee schedules;
  • Privacy Policy;
  • Cookie Policy;
  • Disclaimer; and
  • any other document expressly incorporated into the relevant investment product.

Where there is a conflict, the product-specific terms, approved offer documents, Client Service Agreement or investment mandate shall prevail to the extent applicable.

2. Regulatory Status

Regius Asset Management Limited operates as a regulated capital market operator subject to the regulatory framework applicable to its registered functions.

The App is a digital channel through which eligible investors may access Regius services and investment products. The App does not itself create or alter the regulatory status of any investment product.

All products displayed through the App are subject to their respective eligibility criteria, regulatory approvals, offer documents, investment mandates and applicable terms.

The Securities and Exchange Commission ("SEC") regulates fund and portfolio managers as capital market operators.

3. Eligibility

You may use the App only where:

  • you have legal capacity to enter into a binding agreement;
  • you satisfy Regius' applicable onboarding and KYC requirements;
  • the information provided by you is accurate, complete and current;
  • you are not prohibited by applicable law or regulatory requirements from accessing the relevant investment product; and
  • you satisfy any additional eligibility criteria applicable to the investment product.

Regius may refuse, suspend or terminate access where required by law, regulation, compliance requirements, risk controls or internal policies.

4. Account Registration and KYC

You may be required to provide information including:

  • full legal name;
  • telephone number;
  • email address;
  • date of birth;
  • residential address;
  • BVN;
  • NIN;
  • identification documents;
  • passport photograph;
  • proof of address;
  • bank account information;
  • tax information;
  • source-of-funds/source-of-wealth information;
  • investment objectives;
  • risk tolerance;
  • investor classification; and
  • other information required for regulatory or compliance purposes.

Regius may verify information through authorised third-party verification providers and may undertake enhanced due diligence where required.

You agree not to provide false, misleading, forged, incomplete or materially inaccurate information.

5. Risk Profiling and Suitability

Before accessing certain investment products, you may be required to complete a risk assessment and provide information concerning your investment objectives and financial circumstances.

The App may use your risk profile, investment objectives, investor classification and product eligibility criteria to determine which products may be displayed to you or whether warnings should be provided.

A risk profile is not a guarantee that an investment is suitable or will perform as expected.

You remain responsible for reviewing the applicable product documentation and understanding the risks before investing.

6. Investment Products

Information displayed on the App may include:

  • product description;
  • investment objective;
  • minimum investment;
  • tenure;
  • liquidity;
  • expected return information;
  • currency;
  • applicable fees;
  • risk level;
  • eligibility requirements;
  • offer dates;
  • maturity dates; and
  • other product disclosures.

Information on the App must not be interpreted as a promise or guarantee of investment performance.

7. Investment Risk

All investments involve risk

The value of an investment may rise or fall and investors may lose some or all of the amount invested depending on the relevant product.

Risks may include, without limitation:

  • market risk;
  • interest-rate risk;
  • credit/default risk;
  • liquidity risk;
  • inflation risk;
  • currency/foreign-exchange risk;
  • counterparty risk;
  • issuer risk;
  • reinvestment risk;
  • regulatory risk;
  • political and economic risk;
  • operational risk;
  • technology and cyber risk; and
  • risks specific to the relevant investment product.

Past performance is not indicative of future performance.

No statement on the App should be construed as a guarantee of returns, capital appreciation, liquidity or preservation of capital unless expressly stated as a contractual obligation in the relevant approved product documentation.

8. Investment Instructions

Investment instructions submitted through the App may be subject to:

  • successful KYC;
  • suitability and eligibility checks;
  • availability of the product;
  • receipt and verification of funds;
  • compliance approval;
  • investment limits;
  • product terms;
  • market conditions; and
  • other applicable regulatory or operational requirements.

For portfolio management services, transactions will be executed in accordance with the applicable Client Service Agreement and investment mandate.

The SEC Fund/Portfolio Management Rules require client orders to be executed within 24 hours at the best available terms, subject to the applicable market circumstances and rules.

9. Funding and Payments

Funds must be transferred through approved funding channels and, where applicable, to designated accounts.

Regius may reject, delay, suspend or return funds where:

  • the source cannot be satisfactorily verified;
  • the transaction raises AML/CFT concerns;
  • the account is not appropriately linked or verified;
  • the payment cannot be reconciled;
  • the transaction violates applicable law; or
  • additional information is required.

10. Redemption and Withdrawal

Redemption, liquidation and withdrawal requests are subject to the terms of the relevant investment product.

A redemption request does not necessarily mean that funds will be immediately available.

Processing times may depend on:

  • product terms;
  • applicable notice periods;
  • market conditions;
  • valuation dates;
  • settlement arrangements;
  • regulatory requirements;
  • verification requirements; and
  • availability of cleared funds.

11. Fees and Charges

Applicable management fees, transaction charges, commissions, taxes, custody charges, payment charges and other expenses shall be disclosed to the investor in the applicable product documentation, Client Service Agreement, fee schedule or transaction confirmation.

Regius shall not rely on these Terms to impose undisclosed fees.

The SEC rules require the Client Service Agreement to clearly state management terms, fees, charges and the scope of services.

12. Portfolio Information

Portfolio values, returns, balances and other information displayed on the App are based on applicable valuation methodologies and available information.

Investment performance may be presented using relevant benchmarks and may include nominal and inflation-adjusted returns where applicable.

The SEC Fund/Portfolio Management Rules contemplate periodic performance reports identifying returns, agreed benchmarks and expenses/costs incurred.

13. Electronic Communications

You consent to receive service-related communications electronically, including:

  • account notifications;
  • transaction confirmations;
  • KYC notifications;
  • security alerts;
  • statements;
  • certificates;
  • maturity reminders;
  • regulatory notices;
  • service announcements; and
  • other communications necessary to administer your investment relationship.

The App may use push notifications, email, SMS and WhatsApp, subject to applicable consent and communication preferences.

Marketing communications shall be managed separately in accordance with applicable data-protection and marketing requirements.

14. Referral Programmes

Where a referral programme is made available, participation is subject to the applicable referral terms.

Referral rewards may include cash rewards, investment credits, fee discounts, loyalty points or promotional benefits where expressly offered.

Regius may amend, suspend or withdraw a referral programme where permitted by law.

The App is designed to track referral codes, attribution, qualifying investments and reward issuance.

15. Research, Education and Financial Tools

Market commentary, research, educational materials, calculators, projections, market indicators and financial-planning tools are provided for informational and educational purposes.

Calculations and projections are estimates based on assumptions and should not be regarded as guarantees.

The PRD expressly contemplates investment calculators, portfolio projections, scenario analysis, tax-estimation tools and financial-planning tools.

16. No Unauthorised Use

You must not:

  • attempt to gain unauthorised access;
  • circumvent security controls;
  • interfere with the App;
  • reverse engineer the App except where legally permitted;
  • introduce malicious code;
  • impersonate another person;
  • use another person's account;
  • scrape or systematically extract data;
  • use the App for unlawful purposes; or
  • manipulate transaction, referral or investment information.

17. Account Security

You are responsible for maintaining the confidentiality of your password, OTPs, PINs, authentication credentials and devices.

Regius will not request your password or OTP through unsolicited communications.

The App may use multi-factor authentication, biometric authentication, encryption and role-based access controls.

You must notify Regius immediately if you suspect unauthorised access.

18. Suspension and Termination

Regius may suspend or restrict access where necessary to:

  • comply with law or regulatory requirements;
  • conduct investigations;
  • address suspected fraud;
  • conduct AML/KYC reviews;
  • protect investors;
  • protect the App;
  • prevent unauthorised access;
  • address security incidents; or
  • enforce these Terms.

Termination of App access does not automatically terminate an existing investment, Client Service Agreement or investment mandate.

19. Limitation of Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

In particular, Regius shall not disclaim responsibility for losses resulting from breach of the applicable agreement, fraud, bad faith, gross negligence or wilful default to the extent prohibited by applicable law and SEC requirements.

This is particularly important because the SEC Fund/Portfolio Management Rules prescribe a liability position that should not be diluted through generic App terms.

20. Complaints

Investors may submit complaints through Regius' designated complaints channels:

Complaints shall be handled in accordance with Regius' internal complaints-management procedure and the applicable SEC complaints framework.

The SEC requires capital-market participants to maintain fair, impartial and objective complaints-management processes.

21. Intellectual Property

All content, software, trademarks, logos, designs, databases, graphics and other materials available through the App belong to or are licensed to Regius unless otherwise stated.

No intellectual-property right is transferred to the user by virtue of using the App.

22. Third-Party Services

The App may integrate with third parties for:

  • identity verification;
  • BVN/NIN verification;
  • payment processing;
  • banking;
  • SMS;
  • email;
  • WhatsApp;
  • market data;
  • document verification;
  • cloud infrastructure; and
  • other operational services.

Third-party services may be subject to their own terms and privacy policies.

23. Changes to These Terms

Regius may update these Terms to reflect:

  • regulatory changes;
  • changes to the App;
  • new products;
  • security requirements;
  • operational changes; or
  • legal developments.

Material changes shall be communicated through appropriate channels.

Where continued use requires affirmative acceptance, the App shall require the user to accept the updated Terms before proceeding.

24. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, the services provided by Regius Asset Management Limited, or any investment or capital market transaction undertaken through the Platform shall, to the extent within its statutory jurisdiction, be subject to the jurisdiction of the Investments and Securities Tribunal (IST) established under the Investments and Securities Act, 2025, and the applicable rules and procedures of the Tribunal.

Nothing in these Terms shall prevent a Client from exercising any right of complaint, regulatory escalation, appeal or other remedy available under applicable Nigerian law or the rules and regulations of the Securities and Exchange Commission (SEC).

The parties may, where permitted by applicable law and with mutual consent, seek to resolve a dispute through mediation or other alternative dispute resolution mechanisms available through the IST before or in conjunction with formal proceedings.

This wording reflects the current ISA 2025 position: section 326 provides the IST with exclusive jurisdiction over disputes arising from investments and securities transactions in Nigeria, including disputes involving capital market operators and their clients, subject to the statutory framework.