1. Parties and Introduction

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Member", "you", "your") and Sustainable Wealth Multipurpose Cooperative Society Limited ("the Society", "we", "us", "our"), registered under the Cooperative Societies Law of Akwa Ibom State, Nigeria, and operating the Kopkad digital platform (kopkad.ng and associated mobile applications) through digital infrastructure owned and managed by KOPKAD DIGITAL SYSTEMS, a Corporate Affairs Commission (CAC) registered Business Name.

These Terms must be read in conjunction with the Society's Bye-Laws, which are issued directly by the cooperative. Together, these documents form the complete agreement governing your membership and use of the platform. Capitalized terms not defined here carry the meanings given in the Bye-Laws.

2. Membership Classification

2.1 Passive Membership. Upon completing registration and accepting these Terms, you are automatically enrolled as a Passive Member of the Society. This classification is the legal foundation that entitles the Society to receive and process your savings, contributions, and withdrawals under the Nigerian Cooperative Societies Act and applicable Akwa Ibom State cooperative law. Passive Members may:

• Participate in daily, weekly, and monthly thrift savings (ajo/esusu).
• View savings records, transaction history, and contribution statements.
• Request withdrawals subject to cooperative rules and processing timelines.
• Use expense tracking and personal financial planning tools.

2.2 Active Membership. Passive Members may apply for upgrade to Active Membership through the in-app prompt. Approval is at the sole discretion of the Management Committee following satisfactory due diligence. Active Members, in addition to Passive Member rights, are entitled to:

• Access cooperative loans at interest rates not exceeding 9% per annum.
• Participate in thrift pooling and savings group rotational payouts.
• Receive dividends, rebates, or surplus distributions approved at the AGM.
• Vote at General Meetings and participate in cooperative governance.
• Participate in agricultural, trade, and investment programmes of the Society.

2.3 Exit from Active Membership. An Active Member may not voluntarily exit the Society or revert to Passive status while holding any outstanding loan, unfulfilled thrift group obligation, or other financial commitment to the Society. Exit shall only proceed upon full settlement of all obligations and approval by the Management Committee, as detailed in the Bye-Laws.

2.4 Agent Accounts. Individuals registering as Authorized Agents accept an additional Agent Agreement. Customers onboarded by agents via agent codes are automatically enrolled as Passive Members upon completing signup and accepting these Terms.

2.5 Enterprise and White-Label Users. Organizations accessing the Kopkad platform under an enterprise or white-label subscription are licensed technology users only. Such access does not confer membership in the Society, and such organizations are not entitled to cooperative benefits including loans, dividends, or voting rights.

3. Eligibility

To use Kopkad and become a member, you must:

• Be at least 18 years of age.
• Be of sound mind and legally competent to enter binding contracts under Nigerian law.
• Provide accurate, current, and complete registration information.
• Not be a person barred by any court order or regulatory authority from financial services.
• Act on your own behalf and not as a front for an undisclosed third party.

The Society reserves the right to verify your eligibility at any time and to suspend or terminate membership where eligibility requirements are not met or are found to have been misrepresented.

4. Services Available on Kopkad

The Society makes the following services available through the Kopkad platform:

• Personal daily, weekly, and monthly savings and ajo/esusu contribution tracking.
• Agent-assisted collections and bulk payment marking for managed savings plans.
• Cooperative savings groups with rotational payout management.
• Savings goals, expense tracking, expense planning, and financial health analytics.
• Cooperative loan applications and disbursements (Active Members only).
• Dividend and surplus distribution management (Active Members only, subject to AGM).
• Payment processing via Paystack, including dedicated virtual accounts, subaccount settlements, and automatic transaction splits.
• AI-powered financial advisor tools including spending pattern analysis, savings recommendations, and personalized roadmaps.
• Enterprise platform licensing for external cooperatives, thrift groups, and savings associations (SaaS basis; no Society membership implied).

All financial services on the platform are available exclusively to registered members of the Society in compliance with the cooperative member-only services principle under Nigerian cooperative law.

5. Funds, Transactions, and Payments

5.1 Payment Processing. All financial transactions are processed through KOPKAD DIGITAL SYSTEMS' integrations with licensed payment processors, primarily Paystack (licensed by the Central Bank of Nigeria). The Society does not itself hold a CBN payment service licence; member funds are received by the Society in its capacity as a registered cooperative receiving savings from its members, which is permitted under cooperative law without a banking licence.

5.2 Routing of Funds. Passive Member savings and ajo contributions may be routed through agent-linked or group-designated Paystack subaccounts for operational purposes. Active Member thrift contributions are pooled into Society accounts for cooperative purposes including loans, investments, and surplus distribution.

5.3 No Savings Commission. The Society does not charge a commission on personal savings. You keep the full amount you save. Any earlier commission arrangement on a savings plan created before this change remains on its original terms until that plan is closed or you elect to move it to the no-commission terms.

5.4 Fee Schedule. The only fees that may apply to a personal savings member are, each disclosed in-app before it is charged and itemised on your statement:

• SMS alert fee — a periodic fee for transactional SMS notifications. You can switch SMS alerts off in Settings and use free in-app / push notifications, in which case this fee does not apply.
• Withdrawal processing fee — a small fee on instant or off-cycle withdrawals paid to a bank account. It does not apply to withdrawals taken with the notice period, at a plan's cycle-end or maturity, or to internal transfers to your Kopkad wallet. It is 0 during the launch period.
• Early-break forfeiture — where a locked plan is broken early, the current period's un-credited interest is forfeited as disclosed for that product.

The Society does not charge a deposit fee on personal savings. Cooperative operators and agents accessing enterprise features are subject to separate subscription and/or transaction fee agreements. A cooperative that manages its own investments (self-managed) may pass its payment-processor deposit cost to its own members; where that applies, the charge is disclosed in that cooperative's own member terms and on the transaction record.

5.5 Interest on Savings. Personal savings balances earn interest, accrued daily and credited to your savings monthly, at a rate determined by the amount and duration of your savings. Unlike a Locked Savings plan, the rate on ordinary savings is not fixed and may change with prior notice. Interest is credited net of Nigerian withholding tax (currently 10%), which is shown as a separate line on your statement. Interest is funded from the return the Society earns on the pooled savings float; it is not a guaranteed return and does not make the Society a deposit-taking bank. The earning window runs from the value date of a deposit to the date of withdrawal; an early or off-cycle withdrawal forfeits the current period's un-credited interest.

5.6 Payment Authorization. By linking a bank account or card, you authorize the Society and KOPKAD DIGITAL SYSTEMS to initiate debits and credits as necessary to execute your instructions on the platform.

5.7 Withdrawals. Withdrawals are subject to your available balance, pending obligations, and the Society's processing timelines. Net amounts, including any applicable fee under 5.4, are disclosed before you confirm. The Society does not guarantee same-day settlement. Withdrawal requests from Active Members with outstanding obligations may be withheld pending resolution.

5.8 Agent Cash-Out for Unbanked Members. Where a member has no bank account, a verified field agent may withdraw that member's matured savings as cash on the member's behalf. Each such withdrawal requires a one-time code sent by SMS to the member's own registered phone number, is subject to per-transaction and daily limits, and may be reversed if the member reports that they did not authorize it within the disclosed dispute window. The value is settled to the agent, who hands the member the cash.

5.9 Disputed Transactions. You must notify us within 30 days of any transaction you believe is erroneous or unauthorized. The Society will investigate and respond within a reasonable timeframe. Your failure to notify us within the specified period may limit our ability to investigate.

6. Know Your Customer (KYC) and Compliance

6.1 The Society operates an anti-money laundering (AML) and know-your- customer (KYC) programme consistent with applicable Nigerian regulations. Identity verification is mandatory for agent accounts before activation and may be required for all members to unlock full platform features.

6.2 You consent to the Society and KOPKAD DIGITAL SYSTEMS collecting, verifying, retaining, and processing your identity documents and biometric data (including facial images) for the purposes of KYC, AML compliance, and service delivery, as permitted by the Nigeria Data Protection Regulation (NDPR) 2019.

6.3 Failure to complete KYC when required will result in restricted access including suspension of withdrawal and loan services until verification is completed.

6.4 The Society may report suspicious transactions to relevant regulatory and law enforcement authorities as required by Nigerian law without prior notice to you.

7. Privacy and Data Protection

The Society and KOPKAD DIGITAL SYSTEMS process your personal data strictly in accordance with the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Act 2023. Your data is used exclusively for cooperative administration, service delivery, identity verification, communication, and regulatory compliance. We do not sell your personal data to third parties for commercial purposes.

Electronic records generated through the platform are maintained as valid cooperative records and may be disclosed to the Akwa Ibom State Bureau of Cooperative Societies, tax authorities, or law enforcement as required by applicable law. By accepting these Terms, you consent to such disclosures.

8. Account Security and Responsibilities

8.1 You are solely and entirely responsible for maintaining the confidentiality of your login credentials, including your PIN. The Society will never ask for your PIN by phone, email, or message.

8.2 You must notify the Society immediately of any unauthorized access to your account or any suspected compromise of your credentials by contacting support through the platform.

8.3 The Society shall not be liable for any financial loss, unauthorized transactions, or damages resulting from your failure to safeguard your credentials or your disclosure of credentials to third parties.

8.4 You must not share your account, allow others to access it on your behalf, or use any automated means to access the platform without the Society's written permission.

9. Intellectual Property

The Kopkad platform, brand, software, interfaces, algorithms, and all associated intellectual property are the exclusive property of KOPKAD DIGITAL SYSTEMS. Your membership does not confer any intellectual property rights in the platform. You may use the platform solely for its intended cooperative management and savings purposes. Any unauthorized reproduction, reverse engineering, scraping, or commercial exploitation of the platform is strictly prohibited.

10. Limitation of Liability

10.1 The platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by Nigerian law, the Society and KOPKAD DIGITAL SYSTEMS disclaim all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

10.2 Neither the Society nor KOPKAD DIGITAL SYSTEMS shall be liable for indirect, incidental, special, or consequential losses arising from your use of or inability to use the platform, including losses due to system downtime, third-party processor failures, cyberattacks, government actions, or force majeure events.

10.3 Where liability cannot be excluded by law, our total aggregate liability to you for any claim shall not exceed the total value of your savings balance held with the Society at the time the claim arose.

11. Indemnity

You agree to indemnify, defend, and hold harmless the Society, KOPKAD DIGITAL SYSTEMS, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, penalties, fines, and legal costs arising from: (a) your breach of these Terms or the Bye-Laws; (b) your violation of any applicable law or regulation; (c) your misuse of the platform or its services; or (d) any false or misleading information you provide to the Society.

12. Termination and Suspension

12.1 Passive Members may request account closure at any time provided no outstanding balance or obligation exists.

12.2 Active Members may only exit after satisfying all outstanding cooperative obligations — including full loan repayment, completion of any thrift group round, and payment of any dues — and after receiving written clearance from the Management Committee. Forced exit may result in forfeiture of accrued benefits as detailed in the Bye-Laws.

12.3 The Society reserves the right to suspend or terminate any account at any time for breach of these Terms, fraud, or conduct detrimental to the Society, with or without prior notice depending on the severity of the breach.

12.4 Upon termination, all outstanding obligations remain due and payable. Any remaining balances will be processed in accordance with the Bye-Laws.

13. Dispute Resolution

All disputes arising out of or in connection with your membership or use of the platform shall first be submitted to the Society's Management Committee for internal resolution. If unresolved within 30 days, the dispute shall be referred to the Akwa Ibom State Bureau of Cooperative Societies in accordance with the Cooperative Societies Law of Akwa Ibom State. Parties retain the right to seek injunctive or interim relief from a court of competent jurisdiction at any time.

14. Amendments to These Terms

The Society reserves the right to update these Terms at any time. You will be notified of material changes through the platform. Continued use of Kopkad after such notification constitutes your acceptance of the revised Terms. It is your responsibility to review the Terms periodically.

15. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the Nigerian Co-operative Societies Act (Cap. C30, LFN 2004) as amended, the Cooperative Societies Law of Akwa Ibom State, the Nigeria Data Protection Regulation 2019, the Nigeria Data Protection Act 2023, and all other applicable federal and state laws of Nigeria.

16. Severability and Waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force. The Society's failure to enforce any right or provision shall not constitute a waiver of that right.

17. Entire Agreement

These Terms, together with the Society's Bye-Laws and any applicable Agent Agreement or subscription agreement, constitute the entire agreement between you and the Society with respect to the subject matter herein, and supersede all prior understandings, representations, or agreements.