1. Parties and Nature of Agreement

This Cooperative Platform Operator Agreement ("Agreement") is entered into between you ("Operator", "you", "your") and KOPKAD DIGITAL SYSTEMS, a Corporate Affairs Commission (CAC) registered Business Name ("Kopkad", "we", "us"), governing your access to and use of the Kopkad digital platform (kopkad.ng and associated mobile applications) to operate and manage your own cooperative society or savings group.

This Agreement confers no membership, ownership interest, or entitlement in Sustainable Wealth Multipurpose Cooperative Society Limited. You remain the sole and independent operator of your own cooperative, and your cooperative's members are exclusively members of your organization — not of Sustainable Wealth Multipurpose Cooperative Society Limited.

2. Platform License

2.1 Kopkad grants you a non-exclusive, non-transferable, revocable license to access and use the platform solely for the purpose of managing and operating your registered cooperative society or savings group, subject to the terms of this Agreement.

2.2 The platform provides tools including member registration, savings tracking, contribution management, payment processing, expense management, and financial reporting for use within your own cooperative's operations.

2.3 You may not sublicense, resell, or redistribute access to the platform to third parties without the prior written consent of Kopkad.

3. Operator Responsibilities

3.1 Independent Operation. You are solely responsible for the lawful operation of your cooperative society, including compliance with the Nigerian Co-operative Societies Act, applicable state cooperative legislation, CBN regulations, FCCPC guidelines, and any other laws governing your cooperative's activities.

3.2 Member Relationships. The relationship between you and your cooperative members is governed exclusively by your own cooperative's constitution, bye-laws, and applicable law. Kopkad is not a party to any such relationship and bears no liability for disputes between you and your members.

3.3 Accurate Information. You warrant that all information provided during registration and throughout your use of the platform — including your cooperative's registration details, your personal identification, and financial information — is accurate, current, and complete. You must promptly update any information that changes.

3.4 Lawful Use. You must not use the platform for any unlawful purpose, including money laundering, fraud, pyramid schemes, or any activity that contravenes Nigerian financial services regulations.

4. Verification and Compliance

4.1 To activate your cooperative account and access payment features, you are required to submit the following verification documents: your cooperative's registration certificate, a valid government-issued ID of the registrant, a utility bill showing the cooperative's registered address (within 3 months), and biometric identity verification via the platform's KYC facility.

4.2 You consent to Kopkad collecting, verifying, retaining, and processing your identity documents and biometric data for KYC, AML compliance, and service delivery purposes, in accordance with the Nigeria Data Protection Act 2023 and Nigeria Data Protection Regulation (NDPR) 2019.

4.3 Kopkad reserves the right to suspend or terminate platform access if verification documents are found to be fraudulent, expired, or materially inaccurate, or if your cooperative's activities are found to violate applicable law.

4.4 You acknowledge that payment processing features (including disbursements and withdrawals) will remain restricted until biometric identity verification is completed and your account is fully approved.

5. Payment Accounts and Financial Operations

5.1 Exclusive Cooperative Accounts. All payment accounts linked to your cooperative on the Kopkad platform are and remain the exclusive accounts of your cooperative. These accounts — whether provided during registration or added later — are owned and controlled solely by your cooperative. Kopkad does not hold, co-own, or exercise control over these accounts or the funds within them. Kopkad is solely a technology facilitator enabling your cooperative to manage and process transactions through these accounts.

5.2 No Commingling of Funds. Member contributions, savings, and other funds collected through the platform are received directly into your cooperative's designated payment account(s). At no point does Kopkad hold, pool, or take custody of your cooperative's member funds. Kopkad is not a financial institution, bank, microfinance institution, or payment service provider and does not accept deposits.

5.3 Operator Financial Responsibility. You, as the cooperative operator, bear sole and exclusive responsibility for the lawful management, disbursement, and accounting of all member funds processed through the platform. This includes compliance with your cooperative's own rules, the Nigerian Co-operative Societies Act, and any applicable financial regulations. Kopkad is not a party to the financial relationship between you and your members.

5.4 Payment Processing Facilitation. Payment services are facilitated through licensed third-party processors (primarily Paystack, licensed by the Central Bank of Nigeria). Transaction and subscription fees applicable to your account will be disclosed in-app before confirmation. You are responsible for the accuracy of all payment instructions submitted through the platform.

5.5 Kopkad Liability Exclusion. Kopkad shall not be held liable for any financial loss, misappropriation, fraud, default, or dispute arising from the management of your cooperative's funds or your cooperative's financial dealings with its members. Any such claims are exclusively between your cooperative and its members.

6. Data Protection and Privacy

Kopkad processes personal data submitted by you and your cooperative's members in accordance with the Nigeria Data Protection Act 2023 and the NDPR 2019. Data is used solely for platform operation, service delivery, identity verification, and regulatory compliance. Kopkad does not sell personal data to third parties for commercial purposes. You are separately responsible for complying with data protection obligations in respect of data you collect from your own cooperative members.

7. Account Security

You are solely responsible for the security of your account credentials, including your PIN. You must not share your credentials with any unauthorized person. Kopkad will never request your PIN by phone, email, or message. You must notify us immediately of any suspected unauthorized access to your account.

8. Intellectual Property

The Kopkad platform, its software, interfaces, and all associated intellectual property remain the exclusive property of KOPKAD DIGITAL SYSTEMS. This Agreement does not transfer any intellectual property rights to you. Unauthorized reproduction, reverse engineering, or commercial exploitation of the platform is strictly prohibited.

9. Limitation of Liability

9.1 The platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by Nigerian law, Kopkad disclaims all warranties, express or implied.

9.2 Kopkad shall not be liable for indirect, incidental, or consequential losses arising from your use of the platform, including losses due to system downtime, third-party processor failures, cyberattacks, or force majeure events.

9.3 Kopkad is not liable for any financial obligations, disputes, or legal claims arising between you and your cooperative members. You indemnify and hold Kopkad harmless from any claims brought by your members in connection with your cooperative's operations.

10. Termination

10.1 Either party may terminate this Agreement with reasonable notice. You may close your cooperative account through the platform settings, provided no outstanding balances or obligations remain unresolved.

10.2 Kopkad may suspend or terminate your account at any time for material breach of this Agreement, fraudulent activity, or conduct that poses a risk to the platform or its users, with or without prior notice depending on severity.

10.3 Upon termination, your access to the platform ceases. Any cooperative data you have stored may be exported prior to closure in accordance with our data retention policy.

11. Dispute Resolution

Disputes arising from this Agreement shall first be submitted to Kopkad's support team for internal resolution. If unresolved within 30 days, disputes shall be referred to arbitration in accordance with the Arbitration and Conciliation Act (Cap. A18, LFN 2004). Parties retain the right to seek urgent injunctive relief from a competent court.

12. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria, including the Nigeria Data Protection Act 2023, the Nigerian Co-operative Societies Act, and all applicable federal and state legislation.

13. Amendments

Kopkad reserves the right to update this Agreement at any time. Material changes will be communicated through the platform. Continued use of the platform following notification constitutes acceptance of the revised terms.