Terms and Conditions

Welcome to Bloomvest! These Terms and Conditions (the "Terms" or "Agreement") constitute a legally binding agreement governing your access to and use of the Bloomvest electronic trading platform (the "Platform"). The Platform encompasses our website (bloomvest.io), mobile application (the "App"), APIs, and all associated services (collectively referred to as the "Services"). The Platform is operated by SYARPA DIGITAL SOLUTIONS LIMITED ("we," "us," "our," or "Bloomvest"), a company incorporated under the laws of the United Kingdom and duly registered under the laws of the Federal Republic of Nigeria.

 

By registering an account, downloading the App, accessing the website, or utilizing any Service offered through the Platform, you ("you," "your," or "User") explicitly agree to be legally bound by these Terms, as well as our Privacy Policy, and any other policies or agreements referenced herein. If you do not agree with any part of these Terms, you are expressly prohibited from accessing or using the Platform.

The Platform is designed to facilitate financial empowerment by offering a suite of tools for automated savings, diverse investment options, bill payment services, and access to digital assets. It is important to understand that Bloomvest is a financial technology platform and is not a bank, nor does it provide banking services unless explicitly stated. All activities conducted on the Platform are subject to these Terms and all applicable laws and regulations.

 

This Agreement applies to all Users, including individuals, legal entities, or their authorized representatives, globally. It comprehensively covers every aspect of your interaction with the Platform, from initial account creation to eventual termination, and meticulously outlines your rights, obligations, and the limitations of our liability. Your continued use of the Platform, including after any updates to these Terms, constitutes your ongoing and unequivocal acceptance of this Agreement. We strongly recommend reviewing this document in its entirety before proceeding with any transactions or investments.

For clarity and to avoid misinterpretation, the following key terms used throughout these Terms are defined below. These definitions apply unless the context clearly indicates otherwise:

 

Account: The personal profile created by a User on the Platform to access the Services, linked to a verified email address or other designated identifiers.

 

API: Application Programming Interface, a set of defined rules that enable different software applications to communicate with each other.

 

App: The Bloomvest mobile application.

 

Capital Contribution: The principal sum of funds committed and contributed by the Customer for investment in any specific Fund.

 

Customer Onboarding Agreement: A separate, specific agreement entered into between the Company and the Customer for each distinct investment fund (e.g., Syarpa Low Risk Fund, Syarpa Medium Risk Fund, Syarpa High Risk Fund), detailing the specific terms, fees, and redemption policies for that particular investment product. These agreements are incorporated by reference into these overarching Terms.

 

Digital Assets: Cryptocurrencies (e.g., Bitcoin, Ethereum), tokens, or other blockchain-based assets available for investment or transactions on the Platform.

 

Force Majeure Event: Any event or circumstance beyond the reasonable control of a Party, which renders the performance of its obligations under these Terms impossible or materially impractical. Such events include, but are not limited to, acts of God, war (whether declared or undeclared), acts of terrorism, civil unrest, riots, embargoes, actions by governmental or military authorities, fire, floods, accidents, epidemics, pandemics, widespread strikes, or severe shortages of essential resources.

 

Fund: Refers to any of the specific investment products offered by Syarpa through the Bloomvest Platform (e.g., Syarpa Low Risk Fund, Syarpa Medium Risk Fund, Syarpa High Risk Fund).

 

Investment Services: The suite of financial products and tools offered, including but not limited to automated savings plans, fixed-term investments, bill payments, and digital asset trading.

 

KYC: Know Your Customer, a mandatory process requiring Users to provide identification and other verification documents to comply with regulatory requirements.

 

Official Communication Channel: A designated method for formal written communication, including registered email to the Party's last known email address, physical mail to the Party's registered address, or through the secure messaging system integrated within the Platform.

 

Platform: The Bloomvest electronic trading platform, including its website, mobile application, APIs, and associated services.

 

Platform Content: All text, images, software, algorithms, designs, and other materials provided on or through the Platform.

 

SEC: The Securities and Exchange Commission of Nigeria, the primary regulatory body overseeing certain financial activities of the Company in Nigeria.

 

User: Any individual or entity accessing or using the Platform, whether registered or not, unless specified otherwise.

Investing or transacting through the Bloomvest Platform carries inherent and significant risks due to the dynamic nature of financial markets, digital assets, and technology. You must carefully consider these risks before participating in any Service or making any investment. Bloomvest does not provide financial advice, and all investment decisions are solely your responsibility. Below is a detailed breakdown of potential risks:

 

 

Market Volatility: Prices of investments, including Digital Assets, can fluctuate dramatically and rapidly due to various factors such as supply and demand, economic trends, geopolitical events, and market sentiment (e.g., inflation spikes, recessions, global crises).

 

Loss of Capital: You may lose some or all of your invested funds, especially in higher-risk products. Past performance is not indicative of future results and should not be relied upon as a guarantee of future returns.

 

Liquidity Constraints: Certain assets may lack sufficient market participants or trading volume, making it difficult to sell or withdraw funds without significant price concessions or delays.

 

No Guaranteed Returns: Bloomvest does not promise or guarantee any specific profits or protection against losses. Indicative rates or projected returns are estimates based on historical data or models and are not commitments or guarantees.

 

 

Price Instability: Digital Assets are known for extreme volatility. Their prices can fluctuate by thousands of percentage points within short periods.

 

Irreversible Transactions: Transactions involving Digital Assets are generally irreversible. Errors in sending Digital Assets (e.g., to an incorrect wallet address) cannot be reversed, leading to permanent loss of funds.

 

Security Threats: Digital Assets are susceptible to various security threats, including hacking, phishing attacks, malware, and loss or compromise of private keys, which could result in the theft or irretrievable loss of your assets. Bloomvest is not responsible for losses due to compromised user credentials or external security breaches not attributable to our gross negligence.

 

Regulatory Uncertainty: The regulatory landscape for Digital Assets is uncertain, rapidly evolving, and varies significantly across jurisdictions. Governments may impose bans, taxes, or restrictions on Digital Assets, which could adversely affect their value or your ability to trade or hold them on the Platform.

 

Technological Failures: Blockchain networks may experience outages, forks, consensus issues, or smart contract bugs, which could disrupt access to or affect the value of Digital Assets.

 

 

Syarpa Low Risk Fund (Fixed Income):

 

Interest Rate Risk: Fluctuations in interest rates can affect the value of fixed-income securities. An increase in interest rates generally leads to a decrease in the market value of existing bonds.

 

Credit Risk: The risk that an issuer of a bond (government or corporation) may default on its obligations to pay interest or principal. While the Fund targets highly rated instruments, this risk is never entirely eliminated.

 

Inflation Risk: The risk that the purchasing power of investment returns may be eroded by inflation over time.

 

Reinvestment Risk: The risk that when a bond matures or is called, the proceeds will have to be reinvested at a lower interest rate.

 

Syarpa Medium Risk Fund (Real Estate-Backed):

 

Real Estate Market Risk: Fluctuations in property values due to economic downturns, changes in supply and demand, or regional factors can impact the Fund's performance.

 

Liquidity Risk: Real estate investments are generally less liquid than financial securities. The ability to sell properties quickly at desired prices may be limited, potentially affecting Redemption timelines.

 

Rental Market Risk: Changes in rental demand, tenant defaults, or increased vacancy rates can affect rental income and the Fund's profitability.

 

Operational Risk: Risks associated with property management, maintenance, unforeseen repairs, and compliance with local housing regulations.

 

Valuation Risk: The valuation of real estate assets can be subjective and may not always reflect the price at which properties could be sold in the market.

 

Syarpa High Risk Fund (US Stocks):

 

Market Volatility Risk: US stock markets can experience extreme volatility, leading to rapid and substantial fluctuations in the value of the Fund's investments.

 

Company-Specific Risk (Idiosyncratic Risk): The risk that a particular company's stock may perform poorly due to factors specific to that company, regardless of overall market conditions.

 

Economic Risk: Broad economic downturns, recessions, or adverse economic conditions in the US or globally can negatively impact corporate earnings and stock prices.

 

Currency Risk: If the Customer's preferred currency is not USD, fluctuations in exchange rates between their currency and the USD can impact the value of their investment and returns.

 

 

Platform Downtime: Technical issues, such as server failures, software bugs, or scheduled maintenance, may temporarily prevent access to your Account or funds.

 

Cybersecurity Breaches: Despite robust security measures, no system is entirely immune to sophisticated cyberattacks. A successful breach could compromise User data or assets.

 

Third-Party Dependence: We rely on external providers (e.g., payment processors, blockchain networks, financial institutions) for certain services. Failures or issues with these third parties could affect our Services.

 

 

You are solely responsible for assessing all risks and making independent investment decisions. You should only invest what you can afford to lose and are strongly advised to educate yourself fully on these risks and consult independent financial, legal, or tax advisors as needed before making any investment.

To use the Platform and its Services, you must satisfy the following requirements at all times:

 

 

Age: You must be at least 18 years old or the age of majority in your jurisdiction of residence, whichever is higher, and be legally capable of entering into binding contracts.

 

Residency: You must reside in a jurisdiction where our Services are legally offered and not prohibited by local laws. We do not serve Users in jurisdictions subject to international sanctions or where our Services are restricted.

 

Legal Capacity: You must not be under any legal disability (e.g., bankruptcy, court order, mental incapacity) that restricts your ability to use financial services or enter into contracts.

 

 

Identity Verification: You must submit accurate and complete personal details (e.g., full name, date of birth, national identification number, address, and any other unique identifiers required by law) and provide supporting documents (e.g., government-issued ID, utility bill, proof of address) during registration or upon request.

 

Source of Funds/Wealth: You may be required to provide documentation verifying the source of your funds or wealth to comply with AML/CFT/CPF regulations.

 

Ongoing Compliance: You are obligated to update your information promptly if it changes (e.g., new address, change in legal name) and respond promptly to any additional verification requests from Bloomvest.

 

 

Prohibited Users: You may not use the Platform if you are a politically exposed person (PEP) without prior explicit approval and enhanced due diligence, or if you represent an entity or are an individual barred by applicable law, regulation, or our internal policies.

 

Single Account Rule: Each User is generally limited to one Account unless expressly permitted by us in writing for specific business cases.

 

Jurisdictional Restrictions: Access to certain Services or Funds may be restricted based on your geographical location due to regulatory limitations.

 

Failure to meet these eligibility criteria or comply with verification requirements may result in immediate suspension or termination of your Account, with any funds held subject to legal processes.

Creating and maintaining a secure Account is essential to using the Platform. This section outlines your responsibilities and our rights regarding Account management and security.

 

 

Steps: To register, you must provide a valid email address, create a strong and unique password (minimum 12 characters, including letters, numbers, and symbols), and complete the mandatory KYC verification process.

 

Accuracy: All information provided during registration and throughout your use of the Platform must be truthful, accurate, and current. Falsification or misrepresentation of information may lead to immediate Account closure, forfeiture of funds, and potential legal consequences.

 

 

Credential Protection: You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your password, two-factor authentication (2FA) codes, and any recovery phrases. You must not share your Account details with any third party or allow unauthorized access. You are strongly advised to use unique credentials not used on other platforms.

 

Device Security: You are responsible for securing your devices (e.g., mobile phones, computers) used to access the Platform with up-to-date antivirus software, firewalls, and other security measures. Avoid accessing sensitive Account information over unsecured or public Wi-Fi networks.

 

Monitoring: You must regularly review your Account activity and transaction history for any unauthorized or suspicious activity. You are obligated to report any suspected breach of security or unauthorized access to your Account to Bloomvest immediately, and in any event, within 24 hours of discovery.

 

 

Encryption: We employ industry-standard encryption protocols and other security technologies to protect your data and transactions.

 

Two-Factor Authentication (2FA): We may mandate 2FA for certain high-risk actions (e.g., withdrawals, changes to security settings) to enhance Account security.

 

Suspension Rights: If we detect any anomalies, suspicious activity, or multiple failed login attempts on your Account, we reserve the right to temporarily lock or suspend your Account to prevent further harm. We may require additional verification steps before restoring access.

 

 

You are solely liable for all actions and transactions conducted under your Account, whether authorized or not, unless such actions are directly and solely caused by our proven gross negligence or willful misconduct in implementing our stated security features. For example, if a hacker gains access to your Account due to your failure to protect your credentials, any resulting losses are your responsibility.

Bloomvest offers a variety of financial tools and investment funds to help you grow your wealth. This section details the general terms applicable to these Services. Specific details, including precise fees, redemption terms, and detailed risk profiles for each Fund, are contained within the respective Customer Onboarding Agreements for each Fund, which are incorporated by reference into these Terms.

 

 

Automated Savings: Set up periodic contributions (e.g., daily, weekly, monthly) to build savings over time, often with competitive interest rates.

 

Thrift (Ajo) Contributions: Participate in structured group savings schemes, allowing for periodic contributions and lump-sum payouts to members on a rotational basis.

 

Investment Plans: Choose from structured investment options, which may include fixed-term plans or flexible options, with varying risk levels and underlying asset classes.

 

Bill Payments: Facilitate payment of utilities, subscriptions, or other bills in local (NGN) or supported foreign currencies.

 

Digital Asset Trading: Buy, sell, or hold supported cryptocurrencies via the Platform, subject to market availability and regulatory restrictions.

 

Specific Funds:

 

Syarpa Low Risk Fund: Invests primarily in Treasury Bills, Government Bonds, and Corporate Bonds. Target returns and tenors are detailed in its specific Customer Onboarding Agreement.

 

Syarpa Medium Risk Fund: Invests primarily in real estate-backed assets, including Buy-to-Let Properties, Service Apartments, and Houses of Multiple Occupancy. Target returns are detailed in its specific Customer Onboarding Agreement.

 

Syarpa High Risk Fund: Invests primarily in US Stocks. Target returns are detailed in its specific Customer Onboarding Agreement.

 

 

Execution: Investments and transactions are processed based on market conditions at the time of your request. Delays may occur due to network congestion, regulatory verification, or third-party processing times.

 

Indicative Rates: Any indicative returns or projected rates (e.g., "up to X% annually") are estimates derived from historical data or financial models and are subject to change. They do not constitute a guarantee of future performance.

 

 

No Financial Advice: Bloomvest does not offer personalized financial, investment, legal, or tax advice. Any information provided (e.g., market trends, educational content) is general in nature and not tailored to your specific financial situation or circumstances. You are responsible for making your own investment decisions or seeking independent professional advice.

 

Availability: The availability of certain Services, specific Funds, or Digital Assets may be restricted based on your geographical location due to regulatory limitations.

 

 

You may adjust or withdraw from certain investment plans, subject to any applicable lock-in periods, notice requirements, or fees as outlined in the respective Customer Onboarding Agreement or the Fee Schedule.

Bloomvest adheres strictly to all applicable global and local regulations to prevent illicit activities, including Anti-Money Laundering (AML), Countering the Financing of Terrorism (CFT), and Counter-Proliferation Financing (CPF) laws, as enforced by regulatory bodies such as the SEC (Nigeria), the Financial Conduct Authority (FCA, UK), and other relevant international authorities.

 

 

KYC Documentation: You are required to provide comprehensive identity proof (e.g., passport, national ID, driver's license), documentation verifying your source of funds (e.g., bank statements, pay slips), and the purpose of your transactions, as requested by Bloomvest.

 

Monitoring Consent: By using the Platform, you consent to our monitoring of your transactions for suspicious patterns or activities (e.g., rapid large transfers, unusual transaction volumes).

 

Legitimate Funds: You must ensure that all funds deposited into your Account originate from lawful sources (e.g., salary, legitimate business income, inheritance) and are not connected to any criminal activities.

 

 

Screening: We rigorously screen all Users against sanctions lists, politically exposed person (PEP) databases, and other relevant watchlists.

 

Reporting: Suspected violations of AML/CFT/CPF laws (e.g., structuring deposits to avoid detection, suspicious transaction patterns) will be reported to the relevant regulatory authorities, including but not limited to the Nigerian Financial Intelligence Unit (NFIU) and appropriate UK financial intelligence units.

 

Freezing Assets: We reserve the right to freeze assets or Accounts, or suspend transactions, during investigations into suspected illicit activities. Such actions may be taken with or without notice to you, as legally permitted or required.

 

 

Non-compliance with AML/CFT/CPF obligations may lead to immediate Account termination, forfeiture of funds, reporting to law enforcement agencies, and potential criminal prosecution. For example, using the Platform to launder money could result in severe legal penalties.

Your conduct on the Platform must at all times align with these Terms and all applicable laws and regulations. This section details your responsibilities and lists activities that are strictly prohibited.

 

 

Accuracy: You must maintain accurate, complete, and up-to-date Account information at all times.

 

Lawful Use: You shall use the Platform only for lawful and permitted purposes (e.g., personal investing, legitimate savings, bill payments) and not for any illegal, fraudulent, or unauthorized activities.

 

Cooperation: You must cooperate fully with Bloomvest's requests for information, clarification, or documentation within reasonable timeframes (e.g., 5 Business Days).

 

 

You are strictly forbidden from engaging in, facilitating, or attempting any of the following activities:

 

Fraud and Misrepresentation: Misrepresenting your identity, financial status, source of funds, or intentions; engaging in any form of fraud, deception, or manipulation.

 

Market Abuse: Engaging in market manipulation activities (e.g., wash trading, spoofing, front-running) or spreading false or misleading information to influence prices of any assets.

 

Illegal Transactions: Facilitating or engaging in transactions for prohibited goods or services (e.g., illegal drugs, weapons, child pornography, gambling in prohibited jurisdictions).

 

Technical Misuse: Hacking, attempting to bypass security measures, introducing malware or viruses, using bots or automated scripts without explicit written approval, or engaging in any activity that could disrupt, damage, or impair the Platform's functionality.

 

Abuse and Harassment: Abusing, harassing, threatening, or defaming Bloomvest staff or other Users via any communication channels.

 

Multiple Accounts: Creating or operating duplicate Accounts to exploit promotions, bypass restrictions, or for any fraudulent purpose.

 

Circumvention of Restrictions: Attempting to access the Platform or Services from restricted jurisdictions (e.g., using VPNs or other anonymizing technologies) or otherwise circumventing any geographical or regulatory restrictions.

 

 

Bloomvest utilizes both automated and manual tools to detect and investigate violations of these Terms. Breaches may result in a range of penalties, including warnings, temporary Account suspension, permanent bans, forfeiture of funds linked to prohibited activities, and referral to relevant law enforcement agencies.

While Bloomvest aims to provide transparent and competitive pricing, specific fees and charges may apply to certain Services or Funds. Any applicable management fees, administrative fees, performance fees, or other charges will be clearly communicated to the Customer:

 

Within the relevant Customer Onboarding Agreement for each specific Fund.

 

In the Fee Schedule published on the Bloomvest website and/or App.

 

Prior to the confirmation of any transaction or investment requiring such fees.

 

By proceeding with a transaction or investment, you agree to the applicable fees and authorize Bloomvest to deduct such fees from your Account or investment proceeds.

The Platform and all its contents, including but not limited to software, algorithms, designs, graphics, logos (e.g., the Bloomvest logo), trademarks, service marks, text, images, audio, video, and other materials (collectively, "Platform Content"), are the exclusive property of Bloomvest or its licensors. They are protected by copyright, trademark, patent, and other intellectual property laws globally.

 

 

All intellectual property rights in and to the Platform and Platform Content are owned by Bloomvest or its licensors. Some elements (e.g., market data feeds, third-party software components) may be licensed from partners.

 

 

Subject to your compliance with these Terms, Bloomvest grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your personal, non-commercial purposes only.

 

 

You are strictly prohibited from:

 

Copying, reproducing, distributing, modifying, creating derivative works from, publicly displaying, or publicly performing any Platform Content without our prior written consent.

 

Reverse engineering, decompiling, or disassembling any software or algorithms used by the Platform.

 

Using Bloomvest's trademarks, logos, or trade names in any advertising, promotional, or commercial manner without our express written permission.

 

Attempting to gain unauthorized access to any portion of the Platform or any related systems or networks.

 

 

Any unauthorized use or infringement of our intellectual property rights may lead to legal action, including claims for damages, injunctive relief, and other remedies available under applicable law.

Your personal data is handled with utmost care and in strict accordance with our Privacy Policy, which is incorporated by reference into these Terms. We comply with applicable data protection laws, including the Nigeria Data Protection Regulation (NDPR) 2019 and the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, where applicable.

 

 

We collect various types of personal data, including your name, email address, identification documents, transaction history, IP address, and device information. This data is collected for purposes such as Account management, service delivery, compliance with legal and regulatory obligations, security, and marketing (where explicit consent is provided).

 

 

You have certain rights regarding your personal data, including the right to:

 

Access: Request a copy of the personal data we hold about you.

 

Correction: Request correction of inaccurate or incomplete personal data.

 

Deletion: Request the deletion of your personal data, subject to legal retention requirements.

 

Object: Object to the processing of your personal data in certain circumstances.

 

 

We implement robust technical and organizational measures, including encryption, firewalls, access controls, and regular security audits, to protect your personal data from unauthorized access, disclosure, alteration, or destruction. However, no system is entirely foolproof, and you must also safeguard your Account credentials.

 

 

Your data may be shared with trusted third parties, such as payment processors, regulatory authorities, law enforcement agencies, or other service providers, only as required for the provision of Services, compliance with legal obligations, or with your explicit consent. Data may be transferred internationally, and we ensure appropriate safeguards are in place for such transfers.

THE PLATFORM AND ALL SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, AND MATERIALS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BLOOMVEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, DATA, OR MATERIALS PROVIDED ON THE PLATFORM.

 

BLOOMVEST DOES NOT WARRANT THAT:

 

THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.

 

ANY DEFECTS OR ERRORS WILL BE CORRECTED.

 

THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

 

YOU USE THE PLATFORM AND RELY ON ITS INFORMATION AND SERVICES SOLELY AT YOUR OWN RISK AND DISCRETION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BLOOMVEST AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF BLOOMVEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE TOTAL AGGREGATE LIABILITY OF BLOOMVEST AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS TO THE CUSTOMER UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AGGREGATE FEES PAID BY THE CUSTOMER TO BLOOMVEST IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Both Parties acknowledge the importance of fair allocation of risk. Therefore, the following mutual indemnification provisions apply:

 

 

The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, expenses, and costs (including reasonable legal fees and expenses) arising out of or in connection with:

 

any material breach of these Terms or any Customer Onboarding Agreement by the Customer;

 

any false, misleading, or inaccurate information provided by the Customer;

 

any unlawful act or omission committed by the Customer in relation to this Agreement or their use of the Company's Services; or

 

any third-party claim arising from the Customer's misuse of the Platform or violation of any applicable law or regulation.

 

 

The Company shall indemnify, defend, and hold harmless the Customer from and against any and all direct claims, liabilities, losses, damages, expenses, and costs (including reasonable legal fees and expenses) arising out of or in connection with:

 

any material breach of these Terms or any Customer Onboarding Agreement by the Company;

 

any gross negligence, willful misconduct, or fraud on the part of the Company in the provision of its Services or the management of the Funds; or

 

any unlawful act or omission committed by the Company in relation to this Agreement or the provision of its Services.

 

This mutual indemnification obligation shall survive the termination or expiration of this Agreement.

16.1. Responsibility: You are solely responsible for determining, collecting, reporting, and remitting any and all taxes (including income, capital gains, value-added, or other taxes) that may arise from your activities, transactions, or gains on the Bloomvest Platform. Bloomvest does not provide tax advice, and you are strongly advised to consult with a qualified tax professional regarding your specific tax obligations.

 

16.2. Reporting: Bloomvest reserves the right to report information regarding your transactions, Account balances, and any gains or income generated on the Platform to relevant tax authorities, as required by applicable laws and regulations in its operating jurisdictions (e.g., Nigeria, UK) or under international agreements (e.g., CRS, FATCA).

 

We reserve the right to suspend or terminate your Account and access to the Services, in whole or in part, immediately and without prior notice, under the following circumstances:

 

If you materially breach any provision of these Terms, any Customer Onboarding Agreement, or any other policy referenced herein.

 

If we have reasonable grounds to suspect fraudulent, illegal, or unauthorized activity associated with your Account.

 

If required by a court order, regulatory directive, or other legal or governmental request.

 

If your Account has been inactive for a prolonged period (see Section 18).

 

At our sole discretion, for any other legitimate business reason, provided we give reasonable notice where practicable and allow for the withdrawal of funds, subject to compliance with legal and regulatory obligations.

 

 

You may terminate this Agreement and close your Account at any time by following the procedures outlined on the Bloomvest Platform, provided all outstanding obligations (e.g., fees, pending transactions) are settled. Account termination may result in the loss of access to services and forfeiture of certain benefits.

 

 

Upon termination of this Agreement for any reason:

 

Your access to the Platform and Services will cease immediately.

 

You remain responsible for any fees or obligations incurred prior to termination.

 

Bloomvest will facilitate the withdrawal of any remaining eligible funds from your Account, subject to applicable fees, lock-in periods (for specific Funds), and our compliance with AML/CFT/CPF and other regulatory requirements.

 

Sections 3 (Definitions), 4 (Risk Disclosure), 6.4 (Liability for Account Security), 9 (User Obligations and Prohibited Activities), 11 (Intellectual Property), 12 (Privacy and Data Protection), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Mutual Indemnification), 16 (Tax Obligations), 19 (Governing Law), 20 (Dispute Resolution), 21 (Force Majeure), and 22 (General Provisions) shall survive termination.

 

Your Account may be deemed dormant if there has been no login activity or transaction for a continuous period of twelve (12) months. Bloomvest reserves the right to impose dormancy fees on inactive Accounts or to close such Accounts after providing reasonable notice to the User.

 

 

If your Account remains dormant and unclaimed funds are held by Bloomvest for a period exceeding three (3) years (or such other period as required by applicable law), Bloomvest reserves the right to escheat (turn over) such unclaimed funds to the relevant governmental authority in accordance with applicable laws, including those of Nigeria and the United Kingdom. We will make reasonable efforts to contact you before escheating your funds.

This Agreement and any non-contractual obligations or disputes arising from or in connection with it shall be exclusively governed by and construed in accordance with:

 

The laws of the Federal Republic of Nigeria, if the Customer is ordinarily resident in Nigeria at the time of entering into this Agreement.

 

The laws of England and Wales, if the Customer is ordinarily resident outside Nigeria (including, but not limited to, the United Kingdom) at the time of entering into this Agreement.

 

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first endeavor to resolve such matters amicably through good faith negotiations between their respective senior management.

 

 

For Customers Ordinarily Resident in Nigeria: Should the dispute remain unresolved through negotiation within ten (10) Business Days following notification, the matter shall be formally referred to mediation at the Lagos Multi-Door Courthouse.

 

For Customers Ordinarily Resident Outside Nigeria: Should the dispute remain unresolved through negotiation within twenty (20) Business Days following notification, the matter shall be formally referred to mediation in London, United Kingdom, under the rules of a reputable mediation service mutually agreed upon by the Parties (e.g., the Centre for Effective Dispute Resolution - CEDR).

 

 

For Customers Ordinarily Resident in Nigeria: If mediation proves unsuccessful after a period of fifteen (15) days, the dispute shall proceed to final and binding arbitration under the Arbitration and Conciliation Act 2023. The arbitration shall be conducted by a sole arbitrator, mutually appointed by the Parties. If the Parties fail to agree on an arbitrator within seven (7) days of the mediation's failure, the Chairman of the Chartered Institute of Arbitrators UK (Nigerian Branch) shall appoint the arbitrator. The arbitration proceedings shall be conducted expeditiously and shall not exceed a period of six (6) months from the appointment of the arbitrator.

 

For Customers Ordinarily Resident Outside Nigeria: If mediation proves unsuccessful after a period of thirty (30) days, the dispute shall be finally resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its then-current arbitration rules. The seat and legal place of the arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The arbitration shall be conducted by a sole arbitrator appointed in strict accordance with the LCIA Rules.

 

 

Each Party shall be responsible for its own legal costs and expenses incurred in connection with the mediation and arbitration, unless otherwise directed by the final arbitral award. Notwithstanding the foregoing, either Party reserves the right to seek urgent interim or injunctive relief from a competent court, and for such purposes, all Parties hereby submit to the exclusive jurisdiction of the State High Court (for Nigerian residents) or the Courts of England and Wales (for non-Nigerian residents).

Neither Party shall be held liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is directly attributable to a Force Majeure Event.

 

The Party experiencing the Force Majeure Event shall promptly inform the other Party, in writing, of the occurrence of such event and its anticipated duration.

 

The affected Party shall exert commercially reasonable efforts to mitigate the adverse effects of the Force Majeure Event and resume performance of its obligations as soon as practicably possible.

 

If a Force Majeure Event persists for a continuous period exceeding sixty (60) days, either Party shall have the right to terminate this Agreement upon providing written notice to the other Party.

22.1. Relationship of Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

 

22.2. Independent Advice: Each Party expressly confirms that it has acted independently in entering into this Agreement and has sought independent legal and financial advice as deemed necessary.

 

22.3. Severability: Should any provision of this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been part of this Agreement.

 

22.4. Counterparts and Electronic Signatures: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic or digital signatures shall be considered as legally binding as original wet-ink signatures.

 

22.5. Assignment: Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

 

22.6. Entire Agreement: This Agreement, together with the Privacy Policy, and any applicable Customer Onboarding Agreements, represents the entire understanding and agreement between the Parties concerning the subject matter hereof, superseding all prior negotiations, representations, warranties, or agreements, whether oral or written, between the Parties.

 

22.7. Amendments: Bloomvest reserves the right to modify, amend, or update these Terms at any time to reflect changes in its Services, legal requirements, or business operations. Such modifications will be communicated through the 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. When material changes are made, explicit acknowledgment and acceptance of the updated Terms may be required before continued use of Services is permitted. Your continued use of the Services following any modifications constitutes your acceptance of such changes. It is your responsibility to regularly review these Terms to stay informed of any updates or changes.

 

22.8. Notices: All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and dispatched via an Official Communication Channel. Notices shall be deemed effectively given: (a) immediately upon delivery if sent by hand; (b) upon successful transmission if sent by registered email (with confirmation of receipt); or (c) three (3) Business Days after mailing if sent by registered mail, postage prepaid, to the addresses specified in the preamble or to such other address as a Party may designate by prior written notice to the other Party.

 

22.9. Service Modifications: We may alter, suspend, or discontinue any aspect of the Services or Platform, including the availability of any feature, database, or content, without liability, provided we give reasonable notice where practicable.

 

22.10. Third-Party Services: The Platform may contain links to third-party websites or services that are not owned or controlled by Bloomvest. Your use of such third-party services is at your own risk, and Bloomvest does not endorse or control them.

 

22.11. Survival: The provisions of Sections 1 (Introduction), 3 (Definitions), 4 (Risk Disclosure), 6.4 (Liability for Account Security), 9 (User Obligations and Prohibited Activities), 11 (Intellectual Property), 12 (Privacy and Data Protection), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Mutual Indemnification), 16 (Tax Obligations), 17.3 (Effect of Termination), 18 (Account Dormancy and Escheatment), 19 (Governing Law), 20 (Dispute Resolution), 21 (Force Majeure), and this Section 22 (General Provisions) shall survive the termination or expiration of this Agreement for any reason.

For any questions, concerns, or communications regarding these Terms or our Services, Bloomvest maintains dedicated channels for User contact and support. Our legal department can be reached via email at support@bloomvest.io. We strive to respond to all inquiries in a timely and professional manner. Any legal notices or formal communications must be sent in writing to our designated registered address. Users should maintain records of all communications with Bloomvest regarding legal matters or disputes. Our support team is available during standard business hours to assist with any questions or concerns regarding these Terms or our Services.

Your acknowledgment and acceptance of these Terms represent a crucial final element of our legal agreement. By accessing or using Bloomvest's Services, you explicitly acknowledge that you have read, fully understood, and agreed to be bound by these Terms in their entirety. This acknowledgment extends to all current provisions and any future modifications or amendments. 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. Furthermore, you acknowledge that these Terms, together with the Privacy Policy, and any applicable Customer Onboarding Agreements, represent the complete and exclusive statement of the agreement between you and Bloomvest, superseding any prior agreements or understandings, whether written or oral, relating to the subject matter herein.