Terms of Service

Please read these Terms carefully. They contain important provisions about binding electronic signatures (Clause 7), guarantees (Clause 12), limits on CEMCS’s liability (Clause 30) and how disputes are resolved (Clause 33).

Items in square brackets are to be confirmed by CEMCS before publication. Nigerian counsel should review these Terms before publication.

Contents

Part A: General 1. About these Terms 2. Definitions 3. Order of precedence 4. Eligibility 5. Registration and your account 6. Security of your account 7. Electronic signatures, records and communications 8. Fees and charges

Part B: Membership services 9. Savings, special deposits and share capital 10. Deposits and payments 11. Loans 12. Guarantees 13. Investments and fixed deposits 14. Real estate projects 15. Cash in lieu and obligations 16. Dividends and interest 17. Retirement, exit and account closure 18. Beneficiaries 19. Bank accounts 20. Letters and the membership card

Part C: Marketplace and partner services 21. The CEMCS marketplace generally 22. Shop and CPay 23. Trade It 24. Vouchers and gift cards 25. Insurance 26. Travel 27. Care for Community 28. Life planning

Part D: Using CEMCS Hub 29. The assistant 30. Limitation of liability and disclaimers 31. Acceptable use 32. Intellectual property 33. Disputes and governing law 34. Availability, changes and app stores 35. Suspension and termination 36. General 37. Contact

Part A: General

1. About these Terms

1.1 These Terms of Service (“Terms”) form a binding agreement between you and Chevron Employees Multipurpose Cooperative Society (“CEMCS”, “we”, “us”) for your use of CEMCS Hub.

1.2 CEMCS Hub lets CEMCS Members manage their membership and use CEMCS services online. CEMCS Hub is a channel for services CEMCS provides under its Bye-laws. It does not change your rights and obligations as a Member except as these Terms describe.

1.3 You accept these Terms when you register for CEMCS Hub, when you tick the acceptance box on sign-in after these Terms are introduced or changed, or when you use CEMCS Hub. If you do not accept them, do not use CEMCS Hub. Your membership of CEMCS continues under the Bye-laws, and you can transact with CEMCS through the Secretariat.

1.4 CEMCS Hub is built, hosted and supported for CEMCS by Flexcom Systems Limited. The mobile app is published in the Apple App Store and Google Play through Flexcom’s developer accounts on CEMCS’s behalf. Flexcom is not a party to these Terms.

2. Definitions

3. Order of precedence

3.1 If there is a conflict, the following apply in this order:

1. applicable Nigerian law;
2. the Bye-laws, on any matter of membership, contributions, savings, shares, loans, guarantees, investments, projects, dividends, withdrawals, exit or disputes between Members and CEMCS;
3. product terms you accepted for the specific transaction;
4. these Terms; and
5. information and help content in CEMCS Hub.

3.2 The Privacy Policy governs how CEMCS handles personal data.

4. Eligibility

4.1 You may use CEMCS Hub if you:

1. are a Member, or are applying for membership and meet the Bye-laws’ eligibility rules;
2. are at least 18 years old;
3. have legal capacity to enter into binding agreements; and
4. are not suspended or expelled under the Bye-laws.

4.2 Your membership type (Regular Member, Retiree, Expatriate or another type CEMCS creates) determines which services you can use, and whether each is available, read-only or hidden. CEMCS may change entitlements under the Bye-laws.

4.3 CEMCS staff use CEMCS’s back office under separate internal rules, not under these Terms. A staff member who is also a Member uses CEMCS Hub as a Member under these Terms.

5. Registration and your account

5.1 To register, you must give accurate, current and complete information, including your full name, email, mobile number, gender, date of birth, membership type and, unless you are a Retiree, your employee number. Retirees may register through the retiree registration form.

5.2 Your registration is “Pending Approval” until CEMCS verifies it. CEMCS may refuse or cancel a registration that does not match its records or the Bye-laws.

5.3 You may hold only one Account. You must not register for, or use the Account of, another person.

5.4 You must keep your details up to date. CEMCS relies on your registered email for sign-in codes, password resets, guarantor requests, statements and notices, and on your bank accounts for payments to you. CEMCS is not responsible for loss caused by details you failed to update, except to the extent caused by CEMCS’s own negligence.

5.5 You can change your email and phone in CEMCS Hub. Changes to your date of birth, employer or staff ID need CEMCS approval and supporting evidence. When you retire, your membership number may change (for example by adding an “R”) and your sign-in email may move to the personal email you provide.

6. Security of your account

6.1 You must:

1. keep your password, sign-in codes, authenticator app and phone secure, and not share them with anyone, including anyone claiming to be from CEMCS;
2. use CEMCS Hub only on devices you control and that have a screen lock;
3. not use CEMCS Hub on a device that has been rooted, jailbroken or tampered with;
4. install the app only from the Apple App Store or Google Play;
5. sign out on shared computers;
6. review your sessions, trusted devices and activity log; and
7. tell CEMCS immediately at helpdesk@cemcs.com or +234 809 236 2752 if you suspect anyone else knows your password or has used your Account.

6.2 Two-step verification. You can protect your Account with an authenticator app or email codes. CEMCS may make two-step verification compulsory and may require step-up verification before sensitive actions, such as moving money, adding a bank account or accepting a guarantee. If two-step verification is compulsory, sensitive actions may be unavailable until you enrol.

6.3 Biometric unlock. If you turn on biometric unlock, anyone whose fingerprint or face is enrolled on your phone, or who knows your phone passcode where the phone allows passcode fallback, may be able to open CEMCS Hub as you. Turn it on only if you are the only person enrolled on the phone.

6.4 Responsibility for activity. Actions taken in your Account after successful sign-in, including with your password, codes or biometric unlock, are treated as yours, unless you have told CEMCS that your Account may be compromised, or the action resulted from CEMCS’s failure to apply its security procedures. Once you tell CEMCS, it will act promptly to secure your Account.

6.5 CEMCS security actions. CEMCS may, to protect you or other Members, end sessions, remove trusted devices, require password changes or additional verification, temporarily restrict actions, or freeze an Account pending investigation. CEMCS will tell you the reason unless the law or an investigation prevents it.

7. Electronic signatures, records and communications

7.1 Typed signatures are binding. When CEMCS Hub asks you to type your full name to sign, for example on a loan application, a loan offer, an EOI, an attestation, a property transfer or the sign-up acknowledgement, your typed name is your electronic signature. CEMCS checks it against the name on your record. It has the same effect as your handwritten signature on the equivalent paper document, and you agree you will not dispute its validity because it is electronic.

7.2 Clicks and confirmations are binding. Tapping a button to accept, submit, confirm, pay, bid or approve, after the terms have been displayed, is your agreement.

7.3 Records. CEMCS’s electronic records of what you did in CEMCS Hub, including timestamps, device and session information, and the version of terms displayed, are evidence of your actions and agreements, and you agree they may be used in any dispute, subject to the Evidence Act 2011.

7.4 Electronic communications. You agree to receive notices, statements, offers, guarantor requests, meeting notices and other communications from CEMCS through CEMCS Hub notifications, push notifications and email. These satisfy any requirement for written notice under the Bye-laws unless the Bye-laws require another form. A notice is treated as received when it is posted in CEMCS Hub or sent to your registered email.

7.5 You can ask the Secretariat for paper copies. A reasonable charge may apply.

8. Fees and charges

8.1 CEMCS does not charge you to download or use CEMCS Hub.

8.2 Fees, charges, interest, penalties and premiums for products and services are set by the Bye-laws and the product terms shown before you commit. Bank charges for transfers you make are yours.

8.3 Your mobile network or internet provider may charge you for data.

Part B: Membership services

9. Savings, special deposits and share capital

9.1 CEMCS Hub shows your savings, special deposit and share capital balances and transactions. CEMCS’s ledger is the authoritative record. Balances in CEMCS Hub may be delayed, may not include items being processed, and are not a confirmation of funds available to withdraw.

9.2 Monthly contribution. You can request a change to your monthly contribution within the minimum and maximum set by the Bye-laws for your membership type. A change takes effect from the next payroll or collection cycle after approval. For Regular Members, payroll changes must be received before the payroll cut-off (currently the 15th of the month) to apply to that month.

9.3 Withdrawals and transfers. Withdrawal requests, transfers between your accounts and share capital purchases are subject to the Bye-laws, notice periods, minimum balances, obligations you owe CEMCS and availability of funds. Withdrawals are paid only to a bank account in your own name recorded in CEMCS Hub.

9.4 Statements. You can view, download and email statements to your registered email.

9.5 Errors. If an amount is credited to you in error, CEMCS may reverse it and will tell you. You must not withdraw or rely on funds you know or should reasonably know were credited in error.

10. Deposits and payments

10.1 Online payments. CEMCS Hub does not currently accept online card or bank payments. If CEMCS introduces them, the provider’s terms will be shown before you pay and these Terms will be updated.

10.2 Offline deposits. If you pay by bank transfer to a CEMCS collection account shown in CEMCS Hub, you must upload proof of payment. The deposit is credited after CEMCS matches it to its bank records. CEMCS is not responsible for transfers to accounts other than those shown in CEMCS Hub.

10.3 Failed or reversed payments. If a payment fails, is reversed or is charged back, the related credit is removed, and any amount that becomes due remains payable. Charges caused by a failed or reversed payment are yours unless caused by CEMCS’s error.

10.4 Payroll deductions. Contributions and repayments collected through Chevron Nigeria Limited’s payroll are credited when CEMCS receives and reconciles the remittance. CEMCS is not responsible for delays by the employer.

11. Loans

11.1 Eligibility check. When you start an application, CEMCS Hub checks rules set under the Bye-laws and, for Regular Members, asks Chevron Nigeria Limited’s net-pay service whether your pay can accommodate the repayment. You authorise CEMCS to make that check. The result is preliminary. It is not an offer or a decision.

11.2 Application. Your application must be accurate and complete and include the documents CEMCS Hub asks for. You must nominate guarantors or pledge security where the product requires it. Giving false or misleading information is a breach of these Terms and the Bye-laws.

11.3 Decision. Applications are decided by authorised CEMCS staff under the Bye-laws. CEMCS may approve, approve with conditions, or decline. CEMCS will tell you the outcome in CEMCS Hub.

11.4 Offer and acceptance. A loan is binding only when you accept the loan terms with your typed signature and CEMCS disburses the funds. The terms shown at acceptance, including amount, tenor, interest, fees, repayment schedule, security and default consequences, are the loan terms together with the Bye-laws.

11.5 Disbursement. Loans are paid to the account you choose in the application, or to your special deposit.

11.6 Repayment. You must repay as scheduled. Repayments are collected by payroll deduction where applicable, and otherwise by the method in the loan terms. You authorise the deductions in your loan terms.

11.7 Early repayment, top-ups, tenor extensions and guarantor replacement are available where the product and the Bye-laws allow, and may require step-up verification, approval and new guarantor consents.

11.8 Default. If you do not repay as agreed, CEMCS may take the steps the Bye-laws and loan terms allow, including applying your savings, shares and other balances, recovering from guarantors or pledged investments, recovering through payroll, and charging default interest or penalties.

12. Guarantees

12.1 Being found as a guarantor. Members searching for guarantors can find you by name, membership number or email address. They will see your name, membership number and available guarantee capacity, but not your contact details or balances. [CEMCS to confirm whether an opt-out will be offered.]

12.2 Guarantor requests. You will receive a guarantor request in CEMCS Hub and by email. It shows the applicant’s name, the loan product, the loan amount, the repayment period, the number of guarantors and the amount you are asked to guarantee. You can accept or decline in CEMCS Hub or through the link in the email.

12.3 A guarantee is a serious commitment. By accepting, you agree under the Bye-laws to be responsible for the guaranteed amount if the borrower defaults. CEMCS may apply your savings, shares or other balances, or recover through payroll, in accordance with the Bye-laws, up to the amount guaranteed. Accepting through CEMCS Hub or the email link has the same effect as signing a paper guarantee.

12.4 Guarantor links. Do not forward guarantor emails. Anyone with the link may be able to accept or decline on your behalf. If you think a link has been misused, contact CEMCS immediately.

12.5 Capacity. Your guarantee capacity is set under the Bye-laws. Guarantees you give reduce your capacity and may affect your own ability to borrow or withdraw until the guaranteed loan is repaid.

13. Investments and fixed deposits

13.1 Investment and fixed deposit products are offered under their own terms, shown before you subscribe. Those terms set the amount, tenor, return, early withdrawal rules, maturity options and risks.

13.2 Returns described as projected or expected are not guaranteed unless the product terms say they are. The value of some investments, including US dollar investments, may be affected by exchange rates and market conditions.

13.3 Early withdrawals, maturity instructions, top-ups and cancellations are subject to the product terms and may involve charges or loss of returns.

13.4 For US dollar investments, you are responsible for providing correct bank and intermediary bank details. CEMCS is not responsible for delays or charges caused by correspondent banks.

14. Real estate projects

14.1 Project information. Project briefs, plans, prices, timelines and images in CEMCS Hub are for information and may change. The project terms shown when you submit your EOI, and any subscription or allocation documents issued afterwards, govern your participation.

14.2 Site visits are subject to availability and confirmation.

14.3 EOI. Submitting an EOI with your typed signature, acknowledgement of the project terms and attestation is a binding commitment on the terms stated. An EOI does not guarantee an allocation. Drafts may expire. Waiting lists are managed under the project terms.

14.4 Payments. You must pay each stage by its due date. Late payment may attract penalties or affect your allocation as set out in the project terms. Extensions require approval.

14.5 Allocation of units is made by CEMCS under the project terms.

14.6 Transfers. You may request to transfer your subscription to another Member where the project terms allow. Both parties must sign, and the transfer requires CEMCS approval. You must provide accurate property details, including location, size and title document number.

14.7 Documents and comments. You may be asked to upload documents. Comments you post on project documents are sent to CEMCS Internal Control.

14.8 Real estate involves risks, including construction delays, cost changes and regulatory approvals. CEMCS will keep you informed through CEMCS Hub but does not guarantee project timelines except as stated in the project terms.

15. Cash in lieu and obligations

15.1 Cash in lieu requests and the obligations shown in CEMCS Hub are governed by the Bye-laws and the rules for each scheme. CEMCS will tell you the outcome of each request.

16. Dividends and interest

16.1 Dividends and interest are declared and paid under the Bye-laws. Amounts in CEMCS Hub are for information until paid. You can download or email dividend statements.

17. Retirement, exit and account closure

17.1 Retirement. CEMCS Hub guides you through retirement, including settlement and any cash-out window. Your membership type may change to Retiree, and your services, contribution rules and loan options may change accordingly.

17.2 Exit and account closure. You may apply to leave CEMCS under the Bye-laws through Profile > Close account. Before exit, you must provide a forwarding email and either a bank account or next of kin details, or confirm a waiver of beneficiaries where the Bye-laws allow. Exit is subject to settlement of loans, guarantees, obligations and project commitments. CEMCS may share amounts to be recovered with your employer for payroll recovery.

17.3 Deleting your CEMCS Hub account. You may ask CEMCS to delete your CEMCS Hub account and personal data in Settings > Delete account, at https://hub.cemcs.com/profile/close-account, or through the Data Protection Officer. Because CEMCS Hub is the means of administering your membership, a deletion request starts the closure of your membership. You may cancel within 30 days. CEMCS Internal Control will contact you within 5 business days to settle your affairs, which usually takes 30 to 90 days. CEMCS will then delete or anonymise your personal data, except records CEMCS must keep by law or under the Bye-laws, as described in the Privacy Policy. If you simply want to stop using the mobile app, uninstall it; your membership continues.

18. Beneficiaries

18.1 You can name beneficiaries and their percentage shares in CEMCS Hub. The percentages must total 100%. Benefits are paid under the Bye-laws and the law.

18.2 You must keep beneficiary details current. CEMCS will remind you to review them. CEMCS pays benefits based on the latest beneficiary details on record at the relevant time and is not liable for payments made in good faith in accordance with those details.

18.3 You confirm you are entitled to give CEMCS your beneficiaries’ details and have told them you are doing so.

19. Bank accounts

19.1 Bank accounts you link must be in your own name. CEMCS may check the account details before paying to them. CEMCS may require step-up verification to add or change an account, and may delay payment to a newly added account for security.

19.2 CEMCS is not responsible for payments made to an account you have provided where the details were incorrect, except to the extent caused by CEMCS’s negligence. CEMCS will help you try to recover a misdirected payment.

20. Letters and the membership card

20.1 Letters. You can request letters, such as letters of introduction for an embassy or loan confirmation letters. Letters state your identity, membership, standing and only the balances you choose to include. Letters are issued after CEMCS approval and reflect CEMCS’s records at the date of issue. You must not alter a letter. CEMCS may confirm or deny the authenticity of a letter to the recipient on request.

20.2 Membership card. Your digital membership card and its QR code let others verify your membership. Anyone who scans it can see your name, membership number, type, year joined and standing. Share it only with people who need to verify your membership. The card remains CEMCS’s property and confirms only your membership status, not any balance or creditworthiness.

Part C: Marketplace and partner services

21. The CEMCS marketplace generally

21.1 The CEMCS marketplace in CEMCS Hub includes Shop, Trade It, Insurance, Travel, Care for Community, vouchers and CPay.

21.2 CEMCS’s role. For Shop, CEMCS is the seller unless a product listing states otherwise. For Trade It, Members sell to each other and CEMCS provides the platform. For Insurance, Travel and Life planning, CEMCS arranges or refers you to Partners, who provide the product under their own terms. Each product page tells you who provides it.

21.3 Prices and availability. Prices, availability and descriptions may change and may contain errors. CEMCS may refuse or cancel an order that contains a pricing or description error, and will refund any payment taken.

21.4 Payment methods. Depending on the product, you may pay from your special deposit, with vouchers, with CPay, or by bank transfer with proof of payment.

21.5 Records. Marketplace transactions are recorded in CEMCS’s accounts and appear in your transaction history.

21.6 Consumer rights. Nothing in these Terms limits your rights under the Federal Competition and Consumer Protection Act 2018 that cannot be excluded.

22. Shop and CPay

22.1 Orders. Placing an order is an offer to buy. A contract is formed when CEMCS confirms the order. You can cancel an order before it is dispatched or fulfilled, where CEMCS Hub allows.

22.2 Delivery and collection. You must provide an accurate delivery or collection address. Delivery times are estimates. Risk passes to you on delivery or collection.

22.3 Returns and refunds. [CEMCS to insert returns policy: for example, faulty or incorrect items may be reported within [7] days of delivery for repair, replacement or refund.] Refunds are made to the original payment method or your special deposit.

22.4 CPay. CPay is a credit facility repaid by payroll deduction (or as CPay terms state). Using CPay means you accept the CPay terms shown at checkout, including the instalment amount, number of instalments and any charges, and authorise the deductions. CPay is subject to your CPay limit, which CEMCS sets under the Bye-laws.

23. Trade It

23.1 Sellers. To sell on Trade It, you must register as a seller and accept the seller terms. You must:

1. own, or have the right to sell, each item;
2. describe items honestly and accurately, with genuine photos;
3. not list prohibited, illegal, counterfeit, stolen, hazardous or offensive items, or anything the seller terms prohibit;
4. honour winning bids; and
5. deliver items as described and agreed.

23.2 Buyers. A bid is a binding offer. If your bid wins, you must complete the purchase and settle as Trade It requires. You may withdraw a bid only where Trade It allows.

23.3 CEMCS’s role. CEMCS provides the Trade It platform and may process settlement, but is not the seller and does not guarantee the quality, safety, legality or description of items, or that sellers or buyers will complete transactions, except as stated in the seller terms.

23.4 Removal. CEMCS may remove listings, cancel bids and suspend sellers or buyers who breach these Terms or the seller terms.

23.5 Disputes between Trade It buyers and sellers should first be resolved between them. CEMCS may help under the seller terms and the Bye-laws.

24. Vouchers and gift cards

24.1 CEMCS vouchers can be used as payment in CEMCS Hub as their terms allow. Vouchers may have expiry dates, cannot be exchanged for cash unless their terms say so, and are your responsibility to keep secure.

24.2 SureGift gift cards may be redeemed where CEMCS Hub allows, subject to SureGift’s terms. CEMCS is not responsible for the balance or validity of a gift card.

25. Insurance

25.1 Who provides cover. CEMCS is not an insurer. Insurance offered in CEMCS Hub is provided by [the underwriting insurer(s) named on the plan page], which is responsible for the cover and for deciding claims. CEMCS’s Insurance Desk helps you apply, collects premiums and helps with claims. [CEMCS to confirm its regulatory status for arranging insurance, for example as an agent of the insurer or through a licensed broker, and amend this clause accordingly.]

25.2 Your application. You must answer every question fully and truthfully, including questions about health, property, vehicles and business. Incorrect or incomplete answers may allow the insurer to refuse a claim, reduce a payment or cancel the policy.

25.3 Sensitive information. The health application asks for health information and religion. You will be asked for your explicit consent before it is collected. You must have the consent, or the authority as parent or guardian, of every other person covered before giving their information.

25.4 Cover. Cover starts only when the insurer accepts the application and the premium is paid, and is subject to the policy wording, which CEMCS will send you. The plan summaries in CEMCS Hub are not the policy.

25.5 Premiums. Premiums may be paid through CPay, special deposit or bank transfer. If a premium is not paid, cover may lapse.

25.6 Claims. Claims must be made through CEMCS Hub with the documents requested, within the time limits in the policy. The insurer decides claims.

25.7 Renewal is not automatic unless the plan says so.

26. Travel

26.1 CEMCS’s Travel Desk handles flight, hotel and tour enquiries and bookings. Travel services are provided by airlines, hotels and tour operators under their own terms, which apply to your booking. [CEMCS to confirm whether it books directly or through a licensed travel agent, and name the agent.]

26.2 You must give passenger names exactly as on passports, and accurate contact and next of kin details. You are responsible for passports, visas, health requirements and travel insurance.

26.3 A booking is confirmed only when CEMCS confirms it and payment is complete. Prices may change until confirmation.

26.4 Changes and cancellations are subject to the provider’s rules and charges, plus any CEMCS service charge shown at booking.

26.5 CEMCS is not liable for acts or omissions of airlines, hotels or tour operators, or for events beyond its control such as delays, cancellations, weather or government action, but will help you seek remedies from the provider.

27. Care for Community

27.1 Donations through Care for Community go to the causes described. Donations are voluntary and are not refundable once processed, except where made in error and reported within [7] days. CEMCS will report on the use of funds as the cause page describes.

28. Life planning

28.1 CEMCS Hub lets you register interest in life planning products, such as living trusts and annuities, from Partners including Cardinal Stone and AIICO Insurance Plc.

28.2 CEMCS does not provide these products or give advice about them. After a CEMCS officer reviews your enquiry, CEMCS passes your name, the product name, your email address and a reference number to the Partner, who will contact you. Any contract is between you and the Partner on the Partner’s terms. Your questionnaire answers are not passed to the Partner.

28.3 CEMCS does not recommend or guarantee any Partner product. Take independent advice where appropriate.

Part D: Using CEMCS Hub

29. The assistant

29.1 CEMCS Hub includes an assistant that uses artificial intelligence to answer questions about CEMCS services and your own records.

29.2 The assistant can make mistakes. Its answers:

1. are for general information and convenience only;
2. are not financial, investment, legal or tax advice;
3. do not change your records, make transactions or commit CEMCS to anything; and
4. do not override your statements, the records in CEMCS Hub, product terms or the Bye-laws.

29.3 Check important information in the relevant section of CEMCS Hub or with CEMCS staff before relying on it.

29.4 Do not share passwords, codes, card details, health information or other people’s personal data with the assistant. Do not try to make the assistant reveal other Members’ information or behave in ways contrary to these Terms.

29.5 CEMCS may limit use (currently 20 messages a day), suspend or withdraw the assistant at any time.

30. Limitation of liability and disclaimers

30.1 Disclaimer. CEMCS Hub is provided “as is” and “as available”. To the extent the law allows, CEMCS excludes all implied warranties, including that CEMCS Hub will be uninterrupted, error-free or suitable for a particular purpose.

30.2 No advice. Information in CEMCS Hub, including product information, projections and assistant answers, is not financial, investment, legal or tax advice.

30.3 Exclusions. To the extent the law allows, CEMCS is not liable for:

1. indirect or consequential loss, or loss of profit, opportunity or data;
2. loss caused by your failure to keep your Account, credentials or devices secure, or your details up to date;
3. loss caused by Partners, banks, your employer’s payroll, Apple, Google, telecommunications providers or other third parties, except to the extent caused by CEMCS’s own negligence;
4. loss caused by events beyond CEMCS’s reasonable control; or
5. loss caused by your reliance on assistant answers contrary to Clause 29.

30.4 Cap. To the extent the law allows, CEMCS’s total liability to you arising from CEMCS Hub as a service channel in any 12-month period is limited to [NGN 500,000]. This cap does not reduce what CEMCS owes you under the Bye-laws in respect of your savings, shares, loans, investments, projects, dividends or benefits.

30.5 Liability not excluded. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, breach of the NDPA, or anything else that cannot lawfully be limited.

30.6 Indemnity. You will compensate CEMCS for loss caused by your breach of these Terms, misuse of CEMCS Hub, false information, or infringement of others’ rights, to the extent caused by you.

31. Acceptable use

31.1 You must not:

1. use CEMCS Hub unlawfully, fraudulently or in breach of the Bye-laws;
2. give false information or upload false or altered documents;
3. access or try to access another Member’s Account or data, or use the guarantor search for anything other than finding guarantors;
4. interfere with or try to bypass CEMCS Hub’s security, verification, rate limits or certificate checks;
5. copy, modify, reverse engineer, decompile or create derivative works of CEMCS Hub, except as the law permits;
6. use bots, scrapers or automated tools;
7. upload malware or harmful content;
8. harass, threaten, defame or abuse CEMCS staff or other Members, including in Trade It listings, comments or feedback;
9. use CEMCS Hub for commercial purposes not offered by CEMCS Hub; or
10. misuse the assistant (Clause 29.4).

31.2 Report security vulnerabilities to helpdesk@cemcs.com. Do not test or exploit them.

32. Intellectual property

32.1 CEMCS Hub, its software, design, content and trade marks belong to CEMCS or its licensors, including Flexcom Systems Limited.

32.2 CEMCS grants you a personal, non-exclusive, non-transferable, revocable licence to use CEMCS Hub for your own membership purposes in line with these Terms and the app store terms.

32.3 You keep ownership of content you upload (documents, photos, listings, feedback, comments). You grant CEMCS and its service providers a licence to store and use it to provide CEMCS Hub and as described in the Privacy Policy. For Trade It listings, the licence includes displaying them to other Members. You confirm you have the right to upload it.

32.4 CEMCS may use feedback and suggestions you give without obligation to you.

33. Disputes and governing law

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

33.2 Membership disputes. Disputes about membership, contributions, savings, shares, loans, guarantees, investments, projects, dividends, withdrawals or exit follow the dispute procedure in the Bye-laws and the Cooperative Societies Law of Lagos State.

33.3 Other disputes. For any other dispute arising from these Terms:

1. raise it first with CEMCS through helpdesk@cemcs.com or the Secretariat; CEMCS will acknowledge within 2 business days and respond within 10 business days;
2. if not resolved within 30 days, either party may refer it to mediation in Lagos;
3. if not resolved within 30 days of mediation starting, it will be finally decided by arbitration under the Arbitration and Mediation Act 2023, seated in Lagos, in English, by a sole arbitrator agreed by the parties or, failing agreement within 14 days, appointed by [the Lagos Court of Arbitration].

33.4 Nothing prevents either party from seeking urgent relief from a court in Lagos, or prevents you from complaining to the Nigeria Data Protection Commission, the Federal Competition and Consumer Protection Commission or another regulator.

34. Availability, changes and app stores

34.1 Availability. CEMCS aims to keep CEMCS Hub available at all times but does not guarantee it. Planned maintenance will be announced in CEMCS Hub where possible.

34.2 Updates. CEMCS may update CEMCS Hub. Some updates are required; CEMCS Hub may stop working until you install them. CEMCS supports the current and recent versions of iOS and Android [as stated in the Help pages].

34.3 Changes to services. CEMCS may add, change, suspend or withdraw features, with reasonable notice of material changes where practicable.

34.4 Changes to these Terms. CEMCS may change these Terms. For material changes, CEMCS will notify you in CEMCS Hub and by email at least 14 days in advance, and may ask you to accept the new Terms on your next sign-in. If you do not accept, you may stop using CEMCS Hub; your membership continues under the Bye-laws.

34.5 App stores. You acknowledge that:

1. these Terms are between you and CEMCS, not Apple or Google;
2. Apple and Google have no obligation to provide maintenance or support for the app;
3. Apple and Google are not responsible for any claims relating to the app, including product liability, legal compliance or intellectual property claims;
4. you must comply with the app store terms; and
5. Apple and Google, and their subsidiaries, are third-party beneficiaries of this Clause and may enforce it.

34.6 Developer of record. The app store listings name Flexcom Systems Limited as developer because Flexcom publishes the app for CEMCS. Flexcom owes you no obligations under these Terms. Your rights under the NDPA against any party are not affected.

35. Suspension and termination

35.1 You may stop using CEMCS Hub at any time.

35.2 CEMCS may suspend or end your access to CEMCS Hub, or to specific features, if:

1. you breach these Terms or the Bye-laws;
2. CEMCS reasonably suspects fraud, unauthorised access or misuse;
3. your membership is suspended or ends;
4. a court, regulator or law requires it; or
5. your Account has been inactive for [24] months.

35.3 CEMCS will tell you why, unless prevented by law or an investigation. Where practicable CEMCS will give you a chance to remedy the problem first.

35.4 Ending your access to CEMCS Hub does not by itself end your membership or affect your rights and obligations under the Bye-laws, any loan, guarantee, investment, project or other agreement. You can continue to deal with CEMCS through the Secretariat.

35.5 Clauses 7, 12.3, 30, 32, 33 and 35.4 survive termination.

36. General

36.1 Entire agreement. These Terms, the product terms you accept, the Privacy Policy and the Bye-laws are the whole agreement about CEMCS Hub.

36.2 Severability. If any part of these Terms is unenforceable, the rest remains effective.

36.3 No waiver. Delay in enforcing a right is not a waiver.

36.4 Assignment. You may not transfer your rights or obligations. CEMCS may transfer them to a successor under the Cooperative Societies Law and the Bye-laws, with notice to you.

36.5 Force majeure. CEMCS is not liable for failure or delay caused by events beyond its reasonable control, including natural disaster, epidemic, civil unrest, industrial action, government action, power or network failure, or failure of third-party services.

36.6 Language. These Terms are in English. Translations are for convenience; the English version prevails.

36.7 Notices to CEMCS must be sent to helpdesk@cemcs.com or the Secretariat address and are effective on acknowledgement.

37. Contact