CLIENT SERVICE AGREEMENT

CLIENT SERVICE AGREEMENT

BETWEEN

INVESTMENT ONE FINANCIAL SERVICES LIMITED

(The Fund/ Portfolio Manager)

AND

______________________________________

(The Client)

1. ACCEPTANCE OF TERMS AND CONDITIONS

1.1. INTRODUCTION

This agreement will serve as a basis of your relationship with Investment One Financial Services Limited (Or The “Organization”). By using or downloading the App or accessing or using Website you indicate your acceptance of the following terms on your own behalf and on behalf of any organization you represent. You also agree to comply with the following policies which also apply to your use of our services and are incorporated by reference into these terms and conditions:
(a) Privacy Policy;
If you do not agree to these terms and conditions, please do not proceed and exit the mobile application or the website immediately and do not proceed with the account opening steps. Also, please be informed that we reserve the right to terminate your relationship with us if we believe that you have violated any of these terms.

1.2. INTERPRETATION

For ease of understanding, “You”, “your”, “Client” means the person who seeks to enter into a banking relationship with Investment One Financial Services Limited and agrees to these terms and conditions, while “We”, “us”, “our”, shall mean Investment One Financial Services Limited, and following an assignment, any person or company to whom our rights herein are assigned to.

1.3. YOUR DUTY TO REGULARLY REVIEW THESE TERMS

We may, at any time, modify the terms and conditions of our relationship but we will inform you of any modifications to these terms and conditions. These modifications may be as a result of changes in our business practices or service offerings or may be in response to changes in the applicable laws that we are regulated by, or for any other lawful reason.
After we notify you of such updates or modifications to these terms and conditions, your continued use of our services will constitute an acceptance of the modified terms. All updates will be detailed on our website and App. You will be able to access the latest version of our terms at any given time. If at any time the terms and conditions of these terms and conditions are no longer acceptable to you, you should immediately cease all use of the services provided by Investment One Financial Services Limited.

2. INTEREST RATE, FEES & CHARGES SCHEDULE

2.1. The Client shall be entitled to earn a fixed interest rate on investments subject to the terms and conditions of the relevant production, including the applicable benchmark.

2.2. The applicable benchmark for the IOFS Investment Note shall be the CBN Savings Deposit Rate.

2.3. The following fees and charges shall apply where necessary, subject to the terms and conditions of the relevant product:

3. APPOINTMENT OF FUND/ PORTFOLIO MANAGER

3.1. The Client hereby appoints Investment One to provide Fund/ Portfolio Management Services with effect from the commencement date in accordance with the terms and conditions set out herein.

3.2. The Fund/ Portfolio Manager agrees to provide the Services which may include, but not limited to renewing or readjusting of the Client’s portfolio and buying or selling of securities.

3.3. Parties agree that in the event of any conflict between this Client Services Agreement and any applicable law, the applicable law shall prevail.

4. AUTHORIZATION OF FUND/ PORTFOLIO MANAGER

4.1. The Client hereby authorizes the Fund/ Portfolio Manager to do all such acts on behalf of the Client in line with the Client’s investment objectives and instructions, for the purpose of rendering the Services contemplated herein without obtaining prior consent from the Client.

4.2. The Client understands and agrees that Investment One shall exercise its discretion in respect of the Client’s portfolio.

5. SCOPE OF APPOINTMENT

5.1. Investment One shall:

5.1.1. Manage the Client’s investment at an agreed interest return and exercise its discretion within the agreed securities and investments to be included in the Investment Portfolio.

5.1.2. Pursuant to the above, have complete discretion to buy, sell, retain, exchange, or otherwise deal in investments and other securities, as appropriate in relation to the management of the Client’s Investments.

5.1.3. Not refer to the Client before making any investment decisions unless agreed otherwise with the Client in advance.

5.1.4. Discharge its responsibilities under this Agreement in accordance with its obligations under applicable regulations regarding suitability and best execution.

5.1.5. Act in the Client’s best interests at all times;

5.1.6. Issue a certificate of investment bearing the agreed terms and conditions of the investment.

5.1.7. Hold the client’s assets with the appointed custodian (Bank) in line with provisions of Securities and Exchange Commission (SEC).

5.2. The Client:

5.2.1. For the purpose of discharging any of the duties, obligations and functions (whether under this Agreement or under the Power of Attorney), of the Fund/ Portfolio Manager, hereby empowers Investment One to act through any of its officers, employees or representatives or other person specifically authorized by Investment One, and Investment One is empowered to delegate the performance of its duties, discretions, obligations, any powers and authorities hereunder to such persons to the extent permitted by the Applicable Law.

6. ACCOUNTING AND REPORTING REQUIREMENTS

6.1. The Fund/ Portfolio Manager undertakes to keep accounting records for the Client’s Investment and shall be obliged to:

6.1.1. Maintain adequate books and records of account in relation to its obligations under this Agreement;

6.1.2. Allow the Client or the Authorized Signatory reasonable access to such books of accounts and other records relating to the Client’s Investment.

6.1.3. Retain the accounting records and any supporting vouchers, notes or documents for a minimum period of 7 (seven) years, and allow them to be inspected or reviewed by the Client or the Client’s Authorized Signatory or independent auditors whenever necessary for audit and/or control purposes.

7. LIMITATION OF LIABILITIES

The Client acknowledges that:

7.1. Subject to any of our duties or liabilities under SEC Rules and any other regulations and the other provisions of this Agreement, Investment One shall only be liable to the Client for any loss suffered as a direct result of any services which we provide, to the extent that such loss or damage arises as a direct result of fraud, negligence or willful default by us.

7.2. We will not be liable for any losses incurred by you due to any advice or instructions given to you by your financial adviser or where you have instructed us to act in a particular way.

7.3. Investment One’s relationship with the Investor is as described in this Agreement. Neither this relationship nor the services Investment One provides nor any other matter shall give rise to any fiduciary or equitable duties on Investment One part or on the part of any of its employees or prevent it from acting in dual capacity (as either principal or agent) with regard to any investment(s) purchased or sold.

8. LIABILITY & INDEMNITY

8.1. To the fullest extent permitted by the law, and notwithstanding any other provision of this Agreement, Investment One is prohibited from disclaiming responsibility for losses of investments due to breach of the terms of this agreement, fraud, bad faith, gross negligence or willful default arising from its acts or omission or those of its agents appointed by it in the course of performing its services to the Client.

8.2. The Client shall indemnify and save harmless Investment One from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by Investment One in the course of carrying out its responsibilities hereunder, provided that it shall be entitled to indemnification hereunder only if it acted in good faith and in a manner reasonably believed to be in the best interests of the Client.

9. CONFIDENTIALITY

9.1. The Fund/ Portfolio Manager warrants that it shall treat all information with respect to the Investment Portfolio with the utmost confidentiality. Any confidential information about the Client obtained in the course of the Fund/ Portfolio Manager’s engagement shall remain and be utilized exclusively for the Client’s investment objective.

9.2. Where the Fund/ Portfolio Manager is compelled by applicable regulatory and/or fiscal authorities and any other valid order carrying the force of law to disclose any confidential personal information, the Fund/ Portfolio Manager shall comply with such authority.

9.3. The parties hereto shall keep details of this Agreement confidential and neither party shall disclose the contents of same to a third party unless the other party has specifically consented to such disclosure.

10. FORCE MAJEURE

10.1. The Fund/ Portfolio Manager shall not be liable for damages for any delay or failure to perform any of its obligations hereunder if such delay or failure is caused by an event of force majeure such as but not limited to riots, strikes, work stoppages, acts of God, acts of war or revolution, earthquakes, epidemics or other circumstances which are beyond the reasonable control of the Fund/ Portfolio Manager.
In addition, the Fund/ Portfolio Manager shall not be liable for any loss arising to assets held by it on behalf of the Client where such losses are the result of government restrictions, exchange or market rulings or suspension of trading.

10.2. The Parties agree that, in the event that the Force Majeure occurs as contemplated herein, either Party may be entitled to terminate this Agreement in accordance with the provisions of Clause 10.

11. TERMINATION

11.1. If for any reason whatsoever either party hereto decides to determine this Agreement before the end of the Agreement period stated in Clause 1 hereof, such party shall give the other party three days’ written notice of his/her/its intentions in that regard.

11.2. Termination of this Agreement will not affect:

a) the validity of any action previously taken by the Fund/ Portfolio Manager under this Agreement;

b) liabilities or obligations of the parties from transactions initiated before termination of this Agreement; or

c) the Client’s obligation to pay any outstanding fees (prorated through the date of termination).

12. AGREEMENT

12.1. This Agreement represents the entire agreement between the parties and supersedes and replaces, in its entirety, all previous discussions in relation to the services contemplated herein and fund/ portfolio management services agreement(s) between the parties.

13. ASSIGNMENT

13.1. This Agreement may not be assigned by either the Client or the Fund/ Portfolio Manager without the prior consent of the other party.

14. AMENDMENTS

14.1. The Fund/ Portfolio Manager may amend this Agreement upon written notification to the Client. Unless the Client notifies the Fund/ Portfolio Manager to the contrary, in writing, the amendment shall become effective thirty (30) days from the date of notice or as otherwise agreed.

15. SEVERABILITY

15.1. Any term or provision of this Agreement which is deemed invalid or unenforceable by any court of competent jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Any dispute difference or question that may at any time arise between the parties hereto or their respective representatives touching on or arising out or in respect of this Agreement shall be referred to Securities and Exchange Commission’s Complaint Management Framework (2015) and/or Arbitration in accordance with the provisions of The Arbitration & Conciliation Act CAP A18 Laws of the Federation of Nigeria 2004.

16.2. This Agreement and all questions, disputes and differences arising here from shall be governed by the laws of the Federal Republic of Nigeria.