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Draft for legal review — last updated [date]. These terms are not yet binding.

These Terms of Use ("Terms") govern your use of ComboTrader at combotrader.com.ng and its installable app (the "Platform"). By creating an account you agree to them. If you do not agree, please do not use the Platform.

1. Who we are

The Platform is operated by Kitovu Technology Company Limited, a company registered in Nigeria (RC 1348965), of Kitovu Business Hub, Sawmill Area, Iseyin-Saki Expressway, Iseyin, Oyo State, Nigeria ("Kitovu", "we", "us"). Contact: hello@combotrader.com.ng.

2. What ComboTrader is — and is not

2.1 ComboTrader lets registered users ("Harvest Champions", "you") provide funds for the purchase of agricultural commodities by Kitovu to fill orders from buyers. Each opportunity is presented as a Trade Lot showing its commodity, size, buyer type, period, rate and closing date before you commit.

2.2 When you join a Trade Lot, you enter into a commodity trade agreement with Kitovu on the terms shown on the Lot and on your Trade Certificate. Kitovu buys, stores, delivers and sells the commodity, and pays you your principal and earnings on the payout date, subject to section 7 and the Risk Statement.

2.3 ComboTrader is not a bank. Money in your wallet or in a trade is not a deposit and is not insured by the Nigeria Deposit Insurance Corporation (NDIC). We do not give financial, investment or tax advice.

2.4 [Regulatory status: Kitovu to insert the registration, licence or partner arrangement that applies to this offering once confirmed with counsel.]

3. Eligibility and your account

3.1 You must be at least 18 years old and able to enter into a binding contract. One person may hold one account.

3.2 You must give accurate, current information and keep it up to date. We verify identity before withdrawals and above certain funding limits, as required by anti-money-laundering rules. We may ask for further documents at any time.

3.3 You are responsible for keeping your password and devices secure. Tell us immediately at hello@combotrader.com.ng if you think your account has been accessed without permission. We recommend turning on two-step verification.

4. Wallet

4.1 You fund your wallet through our payment processor, Paystack. Card, bank transfer, USSD and other channels are subject to Paystack's own terms. Card fees, where we pass them on, are shown before you pay.

4.2 Your wallet is held in Nigerian naira. Any amount shown in another currency is an estimate for information only.

4.3 Withdrawals are paid only to a bank account in your own name that we have verified. We may hold a withdrawal for up to 24 hours after you change your bank account, and longer where we need to check a transaction for fraud or legal compliance. Champions outside Nigeria may request an international payout, which we arrange manually; bank and transfer charges may apply.

4.4 If money is credited to your wallet in error, you must not use it, and we may reverse it.

5. Trade Lots and trades

5.1 Each Trade Lot is tied to a buyer order that Kitovu has on file. The buyer's identity may be kept confidential for commercial reasons.

5.2 You choose the amount you commit, within the Lot's minimum and the amount remaining. Once you confirm, the amount moves from your wallet into the trade and is locked until the payout date. Early exit is not available.

5.3 Earnings are calculated at the rate for the period you choose when you join (shown on the Lot and on your Trade Certificate), pro-rated by months, and paid with your principal on the payout date shown on your Trade Certificate.

5.4 If a Lot is cancelled before the trade proceeds (for example, if the buyer order falls through), we return your full committed amount to your wallet.

5.5 Harvest Circles, where available, let several Champions fill part of a Lot together. Your slots are reserved in your wallet until the circle fills; if it does not fill by its deadline, the reservation is released back to your wallet automatically.

5.6 Payouts. On the payout date we credit your principal and earnings to your wallet automatically.

5.7 Keep Growing. If you choose Keep Growing for a trade, on its payout date we use the amount you chose (principal, or principal and earnings) to join the next open Trade Lot that can accept it, preferring the same commodity. The new trade has its own rate, period and Trade Certificate, shown to you before the payout date where possible and in your notifications. If no suitable Lot opens within 14 days, the money stays in your wallet. You can change or switch off Keep Growing at any time before the payout date.

5.8 Harvest Plan. A Harvest Plan saves a fixed amount each month toward a target you set. Saved money is held for you and is yours: you may move it to your wallet at any time. If you pay by card, you authorise us, through Paystack, to charge that card on your chosen day each month until the plan reaches its target, you pause it, or you stop it. When the plan reaches its target, we join the next suitable Trade Lot for you on its terms at that time. Plan savings do not earn anything until they are in a trade.

5.9 Gift a Harvest. You may fund a trade as a gift. The trade stays yours until the recipient claims it with the private link; on claiming, the trade and its payout belong to the recipient, who is bound by these Terms. If the gift is never claimed, or you cancel it, the trade and its payout remain yours. Gifts cannot be reversed once claimed.

6. Harvest Trail and information

We post updates on each trade's progress. Updates are provided in good faith to keep you informed and do not change the terms of your trade.

7. Late payment and default

7.1 Your payout does not depend on when, or whether, the buyer pays. On the payout date shown on your Trade Certificate, Kitovu will credit your principal and earnings to your wallet from its own balance sheet, even if the buyer has paid late or has not paid at all.

7.2 If a buyer pays late or fails to pay, recovering the money is Kitovu's responsibility. Kitovu may enforce the buyer contract, resell the commodity or take any other lawful step, at its own cost. Any shortfall is borne by Kitovu, not by Champions, and anything recovered belongs to Kitovu.

7.3 Your payout is Kitovu's own commitment. It is not a bank deposit and is not insured by the NDIC or any government body, so it depends on Kitovu remaining able to meet its obligations (see the Risk Statement).

7.4 In exceptional circumstances outside Kitovu's control (for example a banking or payment-system outage, or a court or regulatory order), a payout may be credited later than the payout date. If that happens we will tell you before the payout date, with the reason and a new date, and earnings will continue at the same rate for the extra days.

8. Referrals and rewards

Referral rewards are paid when a friend you invite funds their first trade. We may withhold or reverse rewards obtained through self-referral, duplicate accounts or other abuse.

9. Acceptable use

You must not use the Platform for fraud, money laundering or any unlawful purpose; use another person's identity or payment details; interfere with the Platform's security; or scrape or copy it without permission.

10. Suspension and closure

We may suspend or close an account where we reasonably suspect fraud, a breach of these Terms or a legal requirement. You may close your account at any time from your profile once no trades or Harvest Plans are open and your wallet is withdrawn. Funds in open trades remain subject to their terms.

10A. WhatsApp and automated assistance

You can check your account on WhatsApp from your verified phone number. Money never moves on WhatsApp. Some replies on WhatsApp and in support are drafted by an automated assistant (AI) using our FAQs and your account information; anything about money movement, complaints or account access is handed to a person. Automated assistance does not make decisions about your money or your account.

11. Fees

We do not charge a fee to join a Trade Lot. Any other fee will be shown before you agree to it.

12. Liability

12.1 Nothing in these Terms limits any right you have under the Federal Competition and Consumer Protection Act 2018 or other law that cannot be limited.

12.2 Subject to that, we are not liable for indirect or consequential loss, or for losses caused by events outside our reasonable control (including floods, drought, pest outbreaks, insecurity, strikes, government action, or failure of banks or payment networks).

13. Complaints and disputes

13.1 Tell us about any complaint at hello@combotrader.com.ng or through Support in your dashboard. We will acknowledge within 2 working days and aim to resolve within 14 days.

13.2 If we cannot resolve it, either party may refer the dispute to mediation at [the Lagos Multi-Door Courthouse], and failing that to arbitration under the Arbitration and Mediation Act 2023, seated in [Lagos]. You may also contact the Federal Competition and Consumer Protection Commission.

13.3 These Terms are governed by the laws of the Federal Republic of Nigeria.

14. Changes

We may update these Terms. We will tell you by email or in the app at least 14 days before a material change takes effect. Changes never alter the rate or payout date of a trade you have already joined.

15. Language

These Terms are written in English. Translations are provided for convenience; if they differ, the English version applies.