SYARPA TERMS AND CONDITIONS
Last Updated: December 13, 2024
1. Introduction
These Terms and Conditions (hereinafter referred to as "Terms") establish the comprehensive legal framework governing the relationship between individual users (hereinafter referred to as "User," "you," or "your") and Syarpa Digital Solution Limited (hereinafter referred to as "Syarpa," "we," "us," or "our"). This legally binding agreement encompasses your access to and utilization of our investment platforms, Saturn and Bloom, along with all associated services, features, content, and applications (collectively referred to as the "Services").
Acceptance of these Terms: Your decision to access or use our Services constitutes explicit acknowledgment and acceptance of these Terms in their entirety. Should you find yourself in disagreement with any aspect of these Terms, you must immediately cease all access to and use of our Services. We strongly encourage you to review these Terms carefully before proceeding with any use of our platforms or services.
2. Eligibility
2.1 The use of Syarpa's Services is subject to strict eligibility requirements designed to ensure compliance with applicable laws and regulations while protecting both our users and our platform.
2.2 To be eligible for our Services, you must satisfy several fundamental criteria. First and foremost, you must have attained the age of majority, specifically 18 years or older, in your jurisdiction of residence. Additionally, you must possess the legal capacity to enter into binding contractual agreements under the laws of your jurisdiction.
2.3. Your residence must be within a jurisdiction where our Services are legally permitted to operate, and you must be able to provide accurate, current, and complete information during all stages of your interaction with our platform.
2.4. Furthermore, you must maintain ongoing compliance with all applicable laws, regulations, and requirements in your jurisdiction.
2.5. Syarpa reserves the unequivocal right to verify your identity and eligibility at any time before or during your use of our Services, which may include requesting additional documentation or information to confirm your compliance with these requirements.
3. ACCOUNT REGISTRATION AND SECURITY
3.1. The establishment and maintenance of your Syarpa account require adherence to comprehensive security protocols and responsible account management practices.
3.2. To initiate access to our Services, you must complete our account registration process, which involves providing accurate, current, and complete information about yourself and creating secure login credentials.
3.3. This information must be maintained and updated promptly whenever changes occur to ensure continued accuracy.
3.4. The security of your account is paramount, and you bear sole responsibility for maintaining the confidentiality of your account credentials, including your username and password.
3.5. This responsibility extends to all activities that occur under your account, whether authorized by you or not.
3.6. You are required to implement reasonable security measures to protect your account and must immediately notify Syarpa of any suspected unauthorized access, security breaches, or compromised account credentials.
3.7. We maintain the right to verify your identity at any time and may suspend or terminate access to your account if we detect any suspicious activity or potential security concerns.
4. Investment Services
4.1. Syarpa's investment services encompass a sophisticated and comprehensive suite of financial products and tools designed to democratize access to investment opportunities across Africa.
4.2. Through our platforms, we provide users with seamless access to a diverse range of investment options, including
Investment Options
  • Digital asset investments,
  • Equity positions in AI-focused companies,
  • Traditional stocks, and
  • Professionally managed investment funds.
4.3. Our services are enhanced by advanced artificial intelligence (AI) technology that powers our portfolio management systems, providing personalized investment strategies and recommendations based on individual user profiles and market conditions.
4.4. We also offer extensive educational resources and real-time market insights to empower informed investment decisions. However, it is crucial to understand that all investments carry inherent risks, and past performance should never be interpreted as a guarantee of future results.
4.5. Users must acknowledge that investment activities may result in the loss of part or all of their invested capital. The value of investments can fluctuate significantly, and users should carefully consider their financial situation and risk tolerance before making any investment decisions.
4.6. Syarpa does not guarantee any specific investment outcomes or returns, and users should invest only what they can afford to lose after careful consideration of their financial circumstances.
5. COMPLIANCE WITH AML/CFT/CPF LAWS AND POLICIES
5.1. Syarpa maintains strict compliance with all applicable Anti-Money Laundering (AML), Countering the Financing of Terrorism (CFT), and Counter-Proliferation Financing (CPF) laws, regulations, and international standards.
5.2. Our comprehensive compliance program requires robust due diligence measures and imposes specific obligations on all users of our Services.
5.3. By accepting these Terms, you explicitly acknowledge and agree that Syarpa shall collect and verify information about your
      a. Identity;
      b. Source of funds;
      c. Nature of transactions; and
      d. Business relationships .
5.4 In accordance with our Know Your Customer (KYC) procedures. This includes, but is not limited to:
      a. Providing valid identification documents;
      b. Proof of address;
      c. Source of wealth documentation, and
      d. Any additional information we may reasonably request to fulfill our regulatory obligations.
5.5. You expressly authorize us to conduct ongoing monitoring of your account activities, report suspicious transactions to relevant authorities, and take appropriate action, including freezing accounts or refusing transactions, where we have reasonable grounds to suspect non-compliance with AML/CFT/CPF requirements.
5.6. Furthermore, you represent and warrant that all funds used in connection with our Services are derived from legitimate sources and are not proceeds of criminal activities.
5.7. Syarpa reserves the right to terminate or suspend services immediately and without prior notice if we suspect any violation of AML/CFT/CPF laws or if you fail to provide requested due diligence information within specified time frames.
6. USER OBLIGATIONS
6.1. As a user of Syarpa's investment platforms and services, you are bound by a comprehensive set of obligations designed to maintain the integrity, security, and proper functioning of our services while ensuring compliance with applicable laws and regulations.
6.2. These obligations require that you:
      a. Consistently provide accurate, complete, and truthful information throughout your use of our services, including during account registration, verification processes, and all subsequent interactions.
      b. You must conduct all activities on our platforms in strict compliance with applicable laws, regulations, and these Terms, specifically avoiding any forms of market manipulation, fraudulent activities, or attempts to deceive other users or the platform itself.
      c. Furthermore, you are explicitly prohibited from using our Services for any illicit purposes, including but not limited to money laundering, terrorist financing, or any other financial crimes.
      d. You must not attempt to circumvent, disable, or otherwise interfere with our security features or technical measures, nor assist others in doing so.
6.3. Any violation of these obligations may result in immediate suspension or termination of your account and possible legal action, including reporting to the appropriate law enforcement agencies for investigation and prosecution.
7. FEES AND CHARGES
7.1. The financial relationship between Syarpa and its users is governed by a transparent and comprehensive fee structure detailed in our Fee Schedule, which forms an integral part of these Terms.
7.2. By accepting these Terms, you acknowledge and agree to pay all applicable fees and charges associated with your use of our Services, including but not limited to trading fees, management fees, withdrawal fees, and any other charges as specified in the current Fee Schedule.
7.3. Syarpa maintains the right to modify this fee structure at our discretion, provided that we give reasonable notice of any material changes through our platform or other appropriate communication channels.
7.4. We are authorized to automatically deduct any applicable fees directly from your account balance or any funds held on our platform.
7.5. Additional fees may be charged for premium or specialized services, and these will be clearly communicated to you before such services are rendered.
7.6. All fees are non-refundable unless explicitly stated otherwise or required by applicable law.
8. INTELLECTUAL PROPERTY
8.1. The intellectual property rights associated with Syarpa's platforms and services constitute valuable assets that are fundamental to our business operations and user experience.
8.2. All intellectual property elements within our Services, including but not limited to our proprietary software, algorithms, artificial intelligence systems, platform design, user interface, content, graphics, logos, and trademarks, are either owned by or licensed to Syarpa and are protected by applicable intellectual property laws.
8.3. By accessing our Services, you are granted a limited, non-exclusive, non-transferable license to use our intellectual property solely for the purpose of accessing and using our Services as intended.
8.4. This license explicitly prohibits any unauthorized copying, modification, distribution, or reproduction of our intellectual property. You may not attempt to reverse engineer, decompile, or otherwise attempt to extract the source code of our software or underlying algorithms.
8.5. Furthermore, you are prohibited from using our intellectual property for any commercial purposes without obtaining explicit prior written authorization from Syarpa.
9. PRIVACY AND DATA PROTECTION
9.1. Syarpa's commitment to protecting user privacy and personal data is reflected in our comprehensive approach to data collection, processing, and storage, all of which are conducted in strict accordance with our Privacy Policy and applicable data protection laws.
9.2. By accepting these Terms, you grant explicit consent for Syarpa to collect, process, and store your personal information as necessary for the provision of our Services.
9.3. This includes consent for the use of your data to improve our Services, enhance user experience, and maintain platform security.
9.4. You acknowledge and agree that we may use your information to send you important communications regarding your account, platform updates, and marketing materials where permitted by law.
9.5. In certain circumstances, we may be required to share your information with regulatory authorities, law enforcement agencies, or other third parties to comply with legal obligations or protect our legal rights.
9.6. We implement industry-standard security measures to protect your data, but you acknowledge that no method of electronic storage or transmission is completely secure.
10. LIMITATION OF LIABILITY
10.1. The scope of Syarpa's liability in connection with our Services is carefully defined and limited to the maximum extent permitted by applicable law.
10.2. Syarpa explicitly disclaims liability for any losses, damages, or adverse outcomes resulting from investment decisions, market conditions, or technical issues beyond our reasonable control.
10.3. This limitation encompasses, but is not limited to, any direct, indirect, incidental, special, consequential, or punitive damages arising from your use of our Services, including investment losses, technical failures, service interruptions, data breaches, or actions of third parties.
10.4. We specifically disclaim liability for lost profits, lost opportunities, or any other financial losses incurred through the use of our Services.
10.5. The total aggregate liability of Syarpa and its affiliates, officers, employees, and agents for any claims arising from or relating to these Terms or our Services shall not exceed the total amount of fees paid by you to Syarpa in the twelve months immediately preceding the event giving rise to the claim.
11. TERMINATION
11.1. The termination provisions outlined herein establish the conditions and procedures under which either party may end the relationship established by these Terms.
11.2. Syarpa reserves the right to terminate or suspend your account and access to our Services, either temporarily or permanently, under various circumstances including, but not limited to:
      a. Violations of these Terms;
      b. Suspicious or fraudulent activity;
      c. Regulatory requirements, or
      d. At our discretion with reasonable notice.
11.3. Upon termination, regardless of the initiating party or cause, you must immediately cease all use of our Services and platforms.
11.4. Any outstanding obligations, including financial obligations, survive termination and remain binding until fulfilled.
11.5. You retain the right to withdraw any available funds from your account following termination, subject to applicable laws, regulations, and any ongoing investigations or legal proceedings.
11.6. Syarpa will maintain records related to terminated accounts as required by law and our internal policies.
12. GOVERNING LAW AND JURISDICTION
12.1. These Terms and your relationship with Syarpa shall be governed by and construed in accordance with the laws of Nigeria, without regard to its conflict of law provisions.
12.2. Any disputes, controversies, or claims arising out of or relating to these Terms, including their validity, interpretation, breach, or termination, shall be resolved through a progressive dispute resolution process.
12.3. Any dispute or differences arising out of the construction, interpretation or performance of the obligations created under this relationship which cannot be settled amicably between the Parties within one (1) month after receipt by a Party of the other Party's request for such amicable settlement may be referred to arbitration under the Arbitration and Mediation Act, 2023.
12.4. The Parties agree that:
      a. The arbitration proceedings shall be conducted by a single arbitrator appointed by the Parties. If the Parties fail to agree on the appointment of the arbitrator within fourteen (14) days from the date of notification, the Parties agree that the Chairman of the Chartered Institute of Arbitrators (UK), Nigeria Branch, shall appoint the arbitrator;
      b. The arbitration award shall be final and binding on the Parties except for instances of misconduct on the part of the arbitrator or error on the face of the arbitral award; and
      c. The place of arbitration shall be in Lagos, Nigeria and the language of arbitration award shall be the English Language.
13. AMENDMENTS
13.1. Syarpa maintains the right to modify, amend, or update these Terms at any time to reflect changes in our Services, legal requirements, or business operations.
13.2. Such modifications will be communicated through our platform, and users will be notified of significant changes through appropriate channels, which may include email notifications, platform announcements, or other forms of electronic communication.
13.3. When material changes are made to these Terms, we will require explicit acknowledgment and acceptance of the updated Terms before continued use of our Services is permitted.
13.4. Your continued use of our Services following any modifications to these Terms constitutes your acceptance of such changes.
13.5. If you do not agree with any modifications, you must immediately cease using our Services. It is your responsibility to regularly review these Terms to stay informed of any updates or changes.
14. SEVERABILITY
14.1. The severability provisions contained herein ensure the continued validity and enforceability of these Terms in the event that any individual provision is found to be invalid, illegal, or unenforceable.
14.2. In such circumstances, the invalid or unenforceable provision shall be deemed severed from these Terms, while all remaining provisions shall continue in full force and effect.
14.3. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.
14.4. The severability of individual provisions shall not affect the validity of these Terms as a whole, and all provisions shall be interpreted in a manner that best effectuates the original intent, purpose, and commercial objectives of these Terms.
15. CONTACT INFORMATION
15.1. For any questions, concerns, or communications regarding these Terms or our Services, Syarpa maintains dedicated channels for user contact and support.
15.2. Our legal department can be reached through multiple channels: via email at , or by telephone at +234 911 280 3030.
15.3. We strive to respond to all inquiries in a timely and professional manner.
15.4. Any legal notices or formal communications must be sent in writing to our designated legal address. Users should maintain records of all communications with Syarpa regarding legal matters or disputes.
15.5. Our support team is available during standard business hours to assist with any questions or concerns regarding these Terms or our Services.
16. ACKNOWLEDGMENT
16.1. Your acknowledgment and acceptance of these Terms represents a crucial final element of our legal agreement.
16.2. By accessing or using Syarpa's Services, you explicitly acknowledge that you have read, fully understood, and agreed to be bound by these Terms in their entirety.
16.3. This acknowledgment extends to all current provisions and any future modifications or amendments.
16.4. You confirm that you have the legal capacity to enter into this agreement and that your acceptance is given freely and with full understanding of the obligations and rights contained herein.
16.5. Furthermore, you acknowledge that these Terms represent the complete and exclusive statement of the agreement between you and Syarpa, superseding any prior agreements or understandings, whether written or oral, relating to the subject matter herein.
House 1A, Alice Mews, Jasmine Road 3, Ikota GRA, Ikota Villa, Lekki, Lagos, Nigeria.
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Our Private Placement Memorandum (“PPM”) is provided to evaluate a potential investment in the our Funds (“the Fund”). It contains confidential information, and by receiving this document, the recipient agrees not to disclose it without prior written consent from Syarpa.
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