General Terms and Conditions of Use

The terms that govern your access to and use of Meristem Group's Website and Mobile Application.

Last Update At: 18 August, 2026

These Terms and Conditions (“Terms”) apply to Meristem Securities Limited and its licensed subsidiaries (together, “the Meristem Group”, “we”, “us”, or “our”) and govern your access to and use of our Website and Mobile Application (together, “Platforms”). By accessing or using our Platforms, you agree to be bound by these Terms. If you do not agree, please do not use the Platforms. The current version of these conditions will govern our respective rights and obligations each time you access our Platform.

1.The Platform and Services

We operate an integrated digital financial services platform that consolidates access to a broad suite of financial products and services offered by its licensed subsidiaries and affiliates. The Platform is designed to provide Users with seamless, secure, and efficient access to financial services from a single point of entry.

While our subsidiaries provide regulated services including stockbroking, wealth management, registrars and probate services, investment banking and capital markets advisory, finance and lending, trusteeship, and family office services, our Platform currently provides access to the following categories of Services:

  • Stockbroking services
  • Wealth management services
  • Trustee and fiduciary services
  • Finance services
  • Registrar and share administration services.

The Meristem Group and each of its subsidiaries operate under the appropriate licenses and registrations issued by the relevant regulatory authorities. We are committed to conducting our business in full compliance with applicable laws and regulatory standards. For your transparency and peace of mind, details of the specific licenses held by each subsidiary are available on our Website. We encourage you to review this information so you can make informed decisions before engaging any of our services.

No Personalized Advise Disclaimer

The information, content, and materials available on our Platform are provided to support your understanding of our products and services. Unless we have entered into a separate written advisory agreement with you, such information is for general informational purposes only and should not be relied upon as financial, investment, legal, or tax advice. Because every client's circumstances are unique, the content on the Platform may not take into account your specific financial situation, objectives, or risk profile. We encourage you to seek personalized advice from our qualified professionals, or your independent advisers, before making financial decisions.

Platform Availability

We strive to ensure that our Platform is available whenever you need it and use commercially reasonable efforts to maintain reliable and secure access. However, we cannot guarantee that access will always be uninterrupted or error-free. From time to time, we may suspend, restrict, or withdraw access to the Platform to carry out maintenance, implement upgrades, comply with regulatory requirements, enhance security, or address other operational needs. Where circumstances require urgent action, this may occur without prior notice.

Service Specific Agreements

Access to certain Services through the Platform may require you to complete additional documentation, such as account opening forms, mandates, or service-specific agreements. These documents help ensure that the Service is properly structured for your needs and complies with applicable regulatory requirements. If there is any inconsistency between these general Terms and a service-specific agreement you have entered into with us, the service-specific agreement will take precedence to the extent of the inconsistency.

2.Eligibility and Registration

Eligibility Criteria

To protect you and maintain compliance with applicable laws and regulatory standards, access to our Platform and Services is available to users who meet the following criteria:

  • You are at least eighteen (18) years old.
  • If registering on behalf of a corporate entity, the entity is duly incorporated, validly existing, and in good standing under applicable laws.
  • You are not subject to any legal restriction or disability that would prevent you from entering into binding legal obligations.
  • You are not subject to financial sanctions, regulatory restrictions, or enforcement actions imposed by Nigerian or applicable international authorities.
  • You have the legal capacity under Nigerian law to enter into contracts and to own and hold financial assets.
  • Where relevant, you meet any additional eligibility requirements specific to a particular Service, as we may communicate to you.

We may request documentation or verification to confirm eligibility as part of our regulatory and compliance obligations.

Account registration

To access certain Services on the Platform, you will need to create an Account. When you register, you confirm and agree that:

  • The information you provide is true, accurate, current, and complete at the time of submission.
  • You will promptly update your details whenever there are changes, so your information remains accurate and complete.
  • You are registering in your legal name and are not impersonating any individual or entity.
  • You have not previously been suspended or restricted from using the Platform; and
  • If you are registering on behalf of a company or other entity, you are duly authorized to bind that entity to these Terms.

We may verify the information provided as part of our regulatory and compliance obligations and reserve the right to suspend or decline registration where information is incomplete, inaccurate, or cannot be verified.

Know-Your-Customer (KYC) and Identity Verification

To protect you, comply with regulatory obligations, and safeguard the integrity of our services, we are required to verify the identity of all Users before activating accounts or providing certain Services. This verification is conducted in accordance with applicable laws and regulatory requirements, including anti-money laundering and financial sector regulations.

As part of this process, you will be asked to provide the following:

  • A valid government-issued photo identification (such as a National Identity Card, International Passport, or Driver's Licence).
  • Your Bank Verification Number (BVN) or National Identification Number (NIN).
  • Proof of residential address (for example, a utility bill or bank statement dated within the last three months).
  • For corporate entities: incorporation documents, constitutional documents, board resolutions, and identification for directors, beneficial owners, and authorised signatories.
  • A Tax Identification Number (TIN) issued by the Nigeria Revenue Service (NRS); and
  • Any additional documentation required by applicable regulatory authorities or our internal compliance policies.

We may delay activation, restrict access, or decline to provide Services where required documentation is not provided or cannot be satisfactorily verified. All information collected for verification purposes is handled in accordance with our Privacy Policy and applicable data protection laws.

Account Security

You are responsible for keeping your Account secure, including your login credentials, passwords, PINs, tokens, and any other security information. To protect your Account, you agree to:

  • Notify us immediately if you suspect or discover any unauthorized access or use of your Account
  • Keep your login credentials private and not share them with anyone
  • Use strong, unique passwords and update them regularly; and
  • Log out after each session, especially when using shared or public devices.

We are not responsible for any loss, damage, or liability resulting from your failure to follow these security responsibilities, or from unauthorized use of your Account caused by negligence or deliberate misconduct.

3.Use of the Mobile App

To use our Mobile App effectively and securely, you agree to the following:

Device Compatibility: You are responsible for ensuring that your device meets the technical requirements necessary to access and use the App. Certain features may not function properly on unsupported or outdated devices.

App Permissions: The App may request access to specific device features, such as your camera, storage, notifications, or location. These permissions enable key App functions, including document uploads, push notifications, and fraud prevention. Disabling certain permissions may limit or prevent the use of some features.

Security of Your Device: You are responsible for maintaining the security of your device. This includes using passcodes, biometric protection, or other security measures, and safeguarding your login credentials. We are not liable for losses resulting from unauthorized access due to insufficient device security.

App Updates: You may be required to install updates to continue using the App. Updates may include important security enhancements, bug fixes, or new features. Regularly updating the App ensures optimal functionality and protection of your information.

By using the App, you acknowledge and accept these responsibilities, which help us provide a secure, reliable, and user-friendly experience.

4.Website Features

Cookies and Tracking Technologies

Our Website uses cookies and similar technologies to provide a smooth, secure, and personalized browsing experience. These technologies help manage login sessions, remember your preferences, analyse usage patterns, and support security and marketing functions. For more details on how we use cookies and your options, please refer to our Cookies Policy.

Third-Party Links

The Website may include links to third-party websites or services for your convenience. These links do not constitute an endorsement, and we are not responsible for the content, accuracy, security, or privacy practices of any third-party site. You should review the terms and privacy policies of any external site you visit. By using our Website, you acknowledge and accept the use of cookies as described and that third-party websites are outside our control.

5.User Obligations and Conduct

General obligations

By using the Platform, you agree to use it responsibly and in compliance with applicable laws and regulations. Specifically, you agree to:

  • Use the Platform only for lawful purposes and in line with these Terms
  • Comply with all applicable Nigerian laws, regulations, and directives from Regulatory Authorities
  • Provide accurate, complete, and up-to-date information at all times
  • Avoid any activity that could compromise the security, integrity, or availability of the Platform
  • Not use the Platform to carry out, facilitate, or promote fraudulent, illegal, or unethical activities
  • Refrain from bypassing, disabling, or interfering with any security or authentication features of the Platform; and
  • Cooperate fully with any investigations, audits, or inquiries conducted by us or applicable regulatory authorities.

These commitments help us maintain a safe, reliable, and compliant service for all users.

Prohibited Activities

In addition to the general obligations above, you must not engage in the following activities while using the Platform:

  • Using the Platform to launder money, finance terrorism, or carry out any activity prohibited under anti-money laundering or counter-terrorism financing laws
  • Introducing malware, viruses, ransomware, Trojans, worms, or any other malicious code into the Platform
  • Attempting to gain unauthorized access to the Platform, its systems, servers, or databases
  • Scraping, harvesting, or extracting data from the Platform without our permission
  • Reverse engineering, decompiling, or disassembling any software associated with the Platform
  • Using automated tools, bots, or scripts to access or use the Platform in an unauthorized manner
  • Misrepresenting your identity, affiliation, or authority when using the Platform
  • Engaging in market manipulation, insider trading, front-running, or any form of market abuse; and
  • Posting or transmitting content that is defamatory, obscene, unlawful, or infringes the rights of any third party.
  • Use the Platforms in a way that could damage our reputation or operations or inconsistent with applicable law.

These rules are in place to protect the security, integrity, and lawful use of the Platform for all users. We reserve the right to suspend or terminate access where misuse is detected.

6.General Risk Disclosure

Investing and transacting in financial instruments and products carries significant risk, including the potential loss of your entire invested principal. The value of investments may rise or fall, and returns are not guaranteed. Foreign currency investments are subject to exchange rate fluctuations.

Past performance should not be relied upon as an indicator of future results.

No Guarantee of Outcome

We do not guarantee the performance, success, or profitability of any Service, financial product, transaction, investment, or arrangement offered through the Platform. Any projections, forecasts, or illustrations of potential returns are hypothetical, based on assumptions that may not occur, and are provided for informational purposes only. We are not responsible for any loss resulting from reliance on such projections.

User's Own Assessment

Before using any Service, you confirm that you have independently assessed the nature of the Service, the associated risks, applicable fees and costs, and whether the Service is suitable for your individual circumstances. You acknowledge that you are not relying on any information or communication from us as investment, legal, tax, or other professional advice, unless expressly provided under a written advisory agreement you have signed with us.

Suitability and Risk Assessment

You are responsible for ensuring that any transaction, investment, or financial service you initiate is suitable for your financial circumstances, investment objectives, and risk tolerance. Where applicable, we may require you to complete suitability assessments or risk profiling questionnaires to help determine the appropriateness of specific Services.

Independent Advice

If you are unsure about the risks involved or whether a Service is suitable for you, we strongly recommend seeking independent professional advice before proceeding.

By using the Platform, you acknowledge and accept these risks and your responsibility to make informed decisions.

7.Instructions and Authorizations

We are entitled to act on any instruction, notice, or communication received from you, or from someone we reasonably believe is your authorised representative, through the Platform or any other method permitted under the relevant Service Agreement. Such instructions will only be acted upon once they have been authenticated according to the security and verification procedures established for the Service.

We are not required to verify the accuracy, completeness, or commercial wisdom of any instruction. We will not be liable for acting in good faith on an instruction that later turns out to be erroneous, unauthorised, or the result of fraud or misrepresentation by a third party, provided that the instruction was properly authenticated. You must notify us immediately if you discover any error or unauthorised instruction related to your Account.

Once an instruction has been executed, it cannot be unilaterally revoked or reversed by you without our consent. We may impose conditions on any reversal or amendment. We also reserve the right to decline, suspend, or reverse any instruction that we reasonably believe is erroneous, unauthorised, unlawful, or in breach of these Terms or a Service Agreement. Any action we take will be intended to protect your interests, the interests of third parties, and the integrity of the relevant market.

8.Use of Third Parties and Market Infrastructure

In delivering our Services, we may engage or rely on trusted third-party service providers, including exchanges, clearing houses, settlement systems, custodians, depositories, credit bureaus, payment processors, technology vendors, and professional advisers. We exercise reasonable care in selecting and overseeing these partners to ensure they meet our standards. However, we cannot be held responsible for acts, omissions, insolvency, or failures of third parties that are beyond our reasonable control, except where liability cannot lawfully be excluded. Where required by law or your Service Agreement, we will inform you of key third-party providers involved in delivering your Service. You acknowledge that the proper functioning of certain Services may depend on third-party systems and market infrastructure, and you accept the risks associated with any delays, disruptions, or malfunctions in those systems.

9.Fees

Use of certain Services on the Platform may be subject to fees, charges, or commissions. Applicable fees will be disclosed to you in the Service Agreement, on the Platform, or at the point of transaction. You agree to pay all applicable fees when due. We may update our fees and charges from time to time to reflect changes in market conditions, regulatory requirements, or operational costs. Where changes are material, we will notify you through the Platform, email, or other appropriate means before the updated fees take effect. Fees may be deducted directly from your Account, charged to your selected payment method, or invoiced as specified in your Service Agreement. You are responsible for ensuring that sufficient funds are available to cover fees when due. You are responsible for any applicable taxes, levies, or duties arising from your use of the Services, unless explicitly stated otherwise. Failure to pay any applicable fees may result in suspension, restriction, or termination of your access to the relevant Services, without prejudice to our other rights or remedies.

10.Data Protection and Privacy

We are committed to protecting the privacy, confidentiality, and security of your Personal Data. We process Personal Data in compliance with the Nigeria Data Protection Act 2023 (NDPA), the General Application and Implementation Directive (GAID) 2025, and all applicable guidelines, directives, and frameworks issued by the Nigeria Data Protection Commission (NDPC), as may be amended, replaced, or updated from time to time.

In the course of providing our Services, we may collect, use, store, transfer, or otherwise process your Personal Data for purposes including account administration, service delivery, regulatory compliance, fraud prevention, risk management, security monitoring, and other legitimate business purposes. Such processing will be carried out in accordance with applicable legal bases under Nigerian data protection law.

We implement appropriate technical, organisational, and administrative safeguards to protect your Personal Data against unauthorised access, disclosure, alteration, loss, or misuse. Access to your data is restricted to authorised personnel and service providers who require it for legitimate business or regulatory purposes and who are bound by confidentiality obligations.

Your rights in relation to your Personal Data, including your rights of access, correction, erasure, restriction, objection, and data portability where applicable, are set out in our Privacy Policy. By using the Platform, you acknowledge that your Personal Data will be processed in accordance with our Privacy Policy and applicable data protection laws.

If you have any concerns regarding how your Personal Data is handled, you may contact us using the details provided in our Privacy Policy.

11.Cybersecurity and Electronic Communications

Cybersecurity Measures: We implement appropriate technical, organisational, and administrative safeguards designed to protect the Platform, your Account, and electronic communications from unauthorized access, misuse, alteration, or disruption. These measures include security monitoring, encryption protocols where appropriate, authentication controls, and fraud detection systems.

While we take reasonable steps to protect our systems, no internet-based service or electronic transmission is completely secure. By using the Platform, you acknowledge the inherent risks associated with online communications and electronic transactions.

You are responsible for maintaining the security of your devices, networks, and login credentials used to access the Platform. You must:

  • Keep their devices updated with current operating system and security patches
  • Use reputable, current antivirus and anti-malware software
  • Avoid accessing the Platform over unsecured or public Wi-Fi networks
  • Report any suspected phishing, social engineering, or cyber-attacks targeting their Accounts immediately; and
  • Not click on suspicious links or download unverified attachments purporting to be from the Company.

PLEASE NOTE: We will NEVER request your password, full card details, or one-time passwords (OTP) via email, SMS, or phone calls. If you receive any such request, treat it as fraudulent and report it immediately to [insert mail]

Platform Disclaimer

While we implement reasonable and appropriate cybersecurity safeguards, the Platform is provided on an “as available” and “as is” basis to the extent permitted by applicable law.

We do not warrant that the Platform will be uninterrupted, timely, secure, or error-free at all times, defects will be corrected immediately, the Platform will be free from viruses or other harmful components, or information transmitted through the internet will be completely secure from interception.

You acknowledge that the use of the internet and electronic communications involves inherent risks beyond our reasonable control. We shall not be liable for losses arising from events outside our reasonable control, including cyber-attacks, network failures, internet service disruptions, or other technological failures, provided that we have implemented reasonable security measures consistent with applicable law.

Nothing in this section limits any liability that cannot lawfully be excluded under applicable law.

Electronic Communications

By registering for and using the Platform, you consent to receiving communications from us electronically. This includes account notifications, transaction confirmations, statements, disclosures, service updates, security alerts, regulatory notices, and other information relevant to your use of the Platform. Electronic communications may be delivered through the Platform (including secure in-app messaging), Email, SMS or other messaging services, push notifications, or any other electronic means permitted under applicable law.

You agree that electronic communications satisfy any legal requirement that such communications be in writing.

Communication Security and User Responsibility

You are responsible for ensuring that your contact details are accurate and up to date, and for maintaining the security of your email accounts, devices, and communication channels. We are not liable for losses arising from your failure to secure your communication channels or update your contact information.

Monitoring and Record Keeping

To protect you and comply with regulatory obligations, we may monitor, record, and retain electronic communications and transactions conducted through the Platform in accordance with applicable law and our internal policies.

12.Intellectual Property Rights

All content, materials, software, design elements, text, graphics, logos, trademarks, service marks, and other intellectual property displayed on or made available through the Platform are owned by or licensed to us and are protected by applicable intellectual property laws. Your use of the Platform does not grant you any ownership rights in any intellectual property. You are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform solely for lawful, personal, or internal business purposes in accordance with these Terms. You must not copy, reproduce, distribute, modify, reverse engineer, create derivative works from, publicly display, commercially exploit, or otherwise use any content from the Platform without our prior written consent. All rights not expressly granted in these Terms are reserved by us.

13.Limitation of Liability and Indemnification

Limitation of Liability

We are committed to providing secure and reliable Services. However, to the fullest extent permitted by applicable law, neither we nor our subsidiaries, affiliates, directors, officers, employees, agents, licensors, or service providers will be liable for:

  • Any indirect, incidental, special, consequential, or punitive losses, including loss of profits, data, goodwill, or business opportunities,
  • Any loss arising from your reliance on information or content available on the Platform
  • Any interruption, delay, suspension, or termination of the Platform or any Service
  • Any unauthorized access to or alteration of your Account or data resulting from circumstances beyond our reasonable control
  • The actions, omissions, or insolvency of third-party service providers, exchanges, custodians, or other external partners; or
  • Events beyond our reasonable control, including force majeure events such as natural disasters, regulatory actions, strikes, civil unrest, system-wide telecommunications failures, or cyber incidents affecting external infrastructure.

Indemnification

You agree to indemnify, defend, and hold us, our subsidiaries, affiliates, directors, officers, employees, and agents harmless from and against any claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or in connection with:

  • Your breach of these Terms or any applicable Service Agreement
  • Your misuse of the Platform or any Service
  • Your violation of any applicable law or regulation; or
  • Your infringement of the rights of any third party.

14.Suspension and Termination

We may suspend, restrict, or terminate your access to the Platform or any Service, with or without notice, where we reasonably believe that:

  • You have breached these Terms or any applicable Service Agreement
  • Your Account is being used in an unauthorized, fraudulent, or unlawful manner
  • Suspension is required to comply with applicable law or regulatory directives; or
  • It is necessary to protect you, other users, or the integrity and security of the Platform.
  • You may discontinue use of the Platform at any time.

Suspension or termination does not affect any rights, obligations, or liabilities accrued prior to the effective date of termination.

15.Amendment

We may amend or update these Terms from time to time to reflect changes in our Services, regulatory requirements, operational practices, or applicable law. Where changes are material, we will provide notice through the Platform, by email, or by other appropriate electronic means. The updated Terms will take effect on the date specified in the notice.

Your continued access to or use of the Platform after the effective date of any amendment constitutes your acknowledgment of the revised Terms and your agreement to be bound by them. If you do not agree to the updated Terms, you should discontinue use of the Platform and any affected Services.

16.Governing Law and Dispute Resolution

These Terms and all matters arising from or in connection with them, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

If you have any concern or dispute arising from your use of the Platform or any Service, you agree to first notify us and allow us a reasonable opportunity to resolve the matter amicably and in good faith.

Where a dispute cannot be resolved through mutual discussions, it shall be referred to Arbitration in accordance with applicable Nigerian law, unless otherwise required by a specific Service Agreement. Nothing in this clause prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary.