Introduction

These Terms and Conditions, together with any documents expressly incorporated by reference (collectively, these “Terms”), constitute a legal agreement between you and Flutterwave Technology Solutions Limited (“Flutterwave”, “we”, “our” or “us”) and govern your access to and use of Flutterwave’s IPO Subscription service (the “Service”) in connection with the IPO (defined below). The Service may be made available through the standalone web landing page, the Flutterwave 4 Business (“F4B”) in-app banner, Send App, Mono OWO (WhatsApp), and any other Flutterwave-operated channel used for the IPO (collectively, the “Platform”).

Please read these Terms carefully as they affect your rights and liabilities under the Applicable Laws. By accessing the Platform, you are indicating your acceptance of these Terms, the privacy notice and any other document applicable to your use of the Platform. If you do not agree to these Terms, please do not access and/or use the Platform.

Definitions

In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

• “Allotment” means the allocation of Offer Shares to Investors following the conclusion of the Offer Period, as determined by the Issuer, the Issuing Houses and Chapel Hill Denham Securities Limited (CHD) in accordance with the Prospectus and Applicable Laws;
• “AML/CFT/CPF Laws” means any Applicable Laws concerning anti-money laundering, combating the financing of terrorism, or countering proliferation financing which impose KYC, CDD, or other identification checks or procedures for the mitigation of money laundering, financing of terrorism, and proliferation financing;
• “Applicable Law(s)” means all laws in force and effect as of the date hereof and which may be enacted or brought into force and effect hereinafter in Nigeria, including statutes, rules, regulations, directions, bye-laws, notifications, ordinances and judgments having force of law, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during the subsistence of these Terms;
• “BVN” means Bank Verification Number;
• “CDD” means Customer Due Diligence;
• “CHN” means Clearing House Number;
• “CSCS” means Central Securities Clearing System;
• “Data Protection Laws” means all data protection laws and regulations applicable to a Party’s processing of Personal Data under the Agreement, including the Nigerian Data Protection Act, 2023 (NDPA), NDPA-General Application and Implementation Directive 2025 (GAID), or any modification or amendment thereof;
• “Flutterwave Checkout” means the payment interface operated by Flutterwave through which Users may complete payment for a subscription;
• “Intellectual Property” or “Intellectual Property Rights” means all and any patents, models, database rights, trademarks, service marks, registered designs, design rights, copyright (including copyright in computer software), trade secrets, rights to inventions and other Confidential Information, business or trade names and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether registered or not or capable of registration or not and including the right to apply for and all applications for any of the foregoing rights;
• “Investor” means a User who has successfully completed and submitted all necessary KYC Information and has completed payment for a subscription for shares in the IPO;
• “IPO” means the initial public offering of ordinary shares in Dangote Refinery Plc on the terms set out in the Prospectus;
• “Issuer” means Dangote Refinery Plc;
• “KYC” means Know Your Customer;
• “KYC Information” means documentation and information required to verify an Investor’s identity in accordance with applicable regulations as highlighted in these Terms;
• “Offer Period” means the period during which subscription applications may be submitted, as stated in the approved prospectus and displayed on the Flutterwave landing page;
• “Offer Price” means the price per Offer Share at which the IPO is made available to investors, as specified in the Prospectus;
• “Offer Shares” means the ordinary shares in the Issuer offered to the public pursuant to the IPO;
• “Prospectus” means the offer document issued by the Issuer in connection with the IPO and approved by the SEC, setting out the terms and conditions of the IPO and other material information relating to the Issuer;
• “SEC” means the Securities and Exchange Commission in Nigeria;
• “Subscription” means an application by an Investor to purchase shares in the IPO at the stated offer price per unit, submitted through the Service;
• “Unit Price” means the offer price per share as specified in the approved Prospectus and displayed in the Service at the time of subscription;
• “User” means the registered user or guest user of this Platform, as the Platform is accessible to anyone, as no Flutterwave account, F4B account, nor prior relationship is required;
• “You” means the User using this Platform in accordance with these Terms and “Your” shall be construed accordingly.

Information about the Service

The Service is provided by Flutterwave Technology Solutions Limited, a private limited liability company incorporated and registered under the laws of the Federal Republic of Nigeria with registration number 1377860 and having its registered address at Plot 8, Providence Street, Lekki Phase 1, Lekki, Lagos State.

Flutterwave acts solely as a Receiving Agent for the Dangote Refinery IPO. In this capacity, Flutterwave collects subscription applications and funds from Investors and transmits them to CHD, the duly registered stockbroker and offer sponsor for the IPO. Flutterwave is not the issuer of the shares, is not acting as a broker-dealer, and does not provide investment advice in connection with this Service.

CHD is registered with the SEC and is a dealing member of the NGX and the designated offer broker for the IPO. CHD is responsible for customer record creation on its Primary Offer platform, CSCS account administration, share Allotment, dividend administration, and communication of final Allotment results.

There is no real-time Allotment confirmation on the Platform. Allotment communication does not take place on the Platform, as CHD confirms to the allottees within five (5) business days of closing of the IPO.

Who May Use This Service

Eligibility — You may use the Services only if you agree to form a binding contract with Flutterwave and are not a person barred from receiving Services in Nigeria. If you are accepting these Terms and using the Services on behalf of a company, business, or organization, you represent and warrant that you are authorized to do so.

Access — To apply for any Offer on the Platform, you will be required to provide the following information about the Investor:

• Surname, name and other names for individual Investors (and full company name and registration number for corporate Investors);
• phone number;
• email address;
• BVN;
• CSCS number (where applicable);
• CHN; and
• such other information and documentation that we may require from time to time in accordance with AML/CFT/CPF Laws and our internal risk assessment policies (altogether referred to as KYC Information).

You represent and warrant that the KYC Information entered on the Platform is accurate and complete, and Flutterwave shall not be liable for any misinformation included in an application for securities.

Due Diligence and Know Your Customer (KYC) Procedures — You agree that we may provide the KYC Information to CHD, which shall conduct due diligence checks on the Investor, including KYC and CDD, in accordance with Applicable Law.

Notwithstanding the foregoing, Flutterwave reserves the right to verify the KYC Information provided and to conduct KYC and other due diligence checks on you. Such verification and due diligence checks may be carried out through other service providers engaged in connection with the Platform.

Subscription Process

Submission — To submit a Subscription Application, the User shall:

• access the Service through the Platform during the Offer Period;
• select the number of Offer Shares they wish to subscribe for, subject to the minimum and maximum amount and any other application requirements specified in the Prospectus or by CHD;
• provide all KYC Information required by the Platform;
• review and confirm the Subscription Summary; and
• complete payment at the Flutterwave Checkout.

Payment — Subscription payments must be made in Naira (NGN) through the Flutterwave Checkout popup made available on the Platform. Payment is due in full at the time of submission of the Subscription Application. A Subscription shall not be regarded as complete, and no entitlement to any Offer Shares shall arise, unless and until the corresponding Subscription payment has been successfully processed and received by Flutterwave for onward transmission to CHD.

Transmission to CHD — Upon successful receipt of a Subscription payment, Flutterwave shall, acting in its capacity as Receiving Agent, transmit the KYC Information and Subscription payment to CHD for processing through CHD’s Primary Offer platform in accordance with the terms agreed between Flutterwave and CHD and the requirements of Applicable Law. The transmission of the Subscription to CHD shall not constitute a guarantee or representation by Flutterwave that any Offer Shares will be allotted to the Investor.

Allotment and Notification

Allotment — Allotment of Offer Shares is determined solely by the Issuer, the Issuing House(s) and CHD in accordance with the basis of allotment set out in the Prospectus and any applicable SEC rules or directives. Flutterwave has no role in, and accepts no responsibility or liability in connection with, Allotment decisions. The submission of a Subscription through the Platform does not guarantee that an Investor will receive all or any of the Offer Shares applied for.

Notification of Allotment — Allotment results will be communicated to Investors by CHD through the contact details provided at the time of submission of the Subscription. Flutterwave shall have no obligation to notify Investors of Allotment results.

Refunds — Where an Investor is not allotted the full number of Offer Shares applied for, the balance of the Subscription payment (after deduction of any applicable regulatory fees referable to the unallotted Offer Shares) shall be refunded to the Investor’s original payment account within the timeline specified in the Prospectus. Refunds are processed by CHD. Flutterwave shall relay any refund received from CHD to the Investor’s original payment account promptly upon receipt and shall not be liable for any delay in refund that is attributable to CHD, the Issuer, or any other third party.

Disputed Refunds — Any dispute regarding the amount, timing, or receipt of a refund shall be directed in the first instance to Flutterwave’s customer support team. Flutterwave will use reasonable endeavours to liaise with CHD to resolve such disputes.

Licence to Use the Platform

We grant you a non-assignable, non-exclusive, and revocable license to use the Platform provided as part of our Services in the manner permitted by these Terms. This license grant includes all updates, upgrades, new versions, and replacement software for your use in connection with our Services.

The Services are protected by copyright, trademark, and other laws of Nigeria and foreign countries. Nothing in these Terms gives you the right to use the Flutterwave name and any of Flutterwave’s trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services are and will remain the exclusive property of Flutterwave and its licensors.

If you do not comply with all the provisions, then you will be liable for all resulting damages suffered by you, Flutterwave, and all third parties. Unless otherwise provided by Applicable Law, you agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from the software.

Any feedback, comments, or suggestions you may provide to us and our Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit without any obligation to you.

Platform and Services Use

You must follow reasonable instructions published on the Platform from time to time, which are intended to help you to securely and safely use the Platform. You agree to use the Platform in a lawful manner and as authorised under these Terms. You must not use the Platform in connection with an illegal activity. Any use of the Platform that the Company, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of your use of the Platform with or without notice.

By using the Platform, you warrant and represent that you meet all the eligibility criteria provided above, and that you are not resident in any country or jurisdiction with securities laws that prohibit your access or use of this Platform or carrying on the Transaction.

When using the Account or the Services, you must:

• comply with these Terms as well as any Applicable Laws;
• co-operate in any investigation that we reasonably carry out, or that is carried out by any law enforcement agency, government agency, or regulatory authority;
• not provide false, inaccurate, or misleading information;
• not use an anonymising proxy;
• not use any fraudulent or deceptive methods while using the Platform, including using a hacked application, introducing unauthorised or harmful software, reverse-engineering the Platform, interacting with the Platform with any robot, spider or other automated means, or any deliberate act to damage the legitimate operation of the Platform; and
• not violate, facilitate or encourage another to violate these Terms.

We will contact you by phone or email if there is an actual or suspected fraud affecting your use of the Platform or a security threat affecting the Platform or your Account, to the extent permitted and/or required by Applicable Law.

You hereby authorise us to share, receive, and use data/information collected from your use of the Services, including the KYC Information you provided. We can send all important communications, billing statements, demand notes and reminders to you electronically via our Platform or to an email address that you provide to us.

Prohibited Use of Platform

The Platform and the Service are made available by Flutterwave solely for the purpose of enabling eligible Investors to submit Subscriptions and make Subscription payments in connection with the IPO, in accordance with these Terms and Applicable Law. Any use of the Platform or the Service for any purpose other than that for which they are expressly made available is strictly prohibited.

Without limiting the generality of the foregoing, the Investor shall not, whether directly or indirectly:

• submit, transmit, or otherwise communicate any information, data, or documentation that is false, fraudulent, misleading, deceptive, or inaccurate in any material respect;
• impersonate any person or entity, misrepresent an affiliation, or submit a Subscription purportedly on behalf of another person without full legal authority to do so, including the use of another person’s BVN, bank account details, or identity credentials;
• use the Platform or the Service to engage in, facilitate, or assist market manipulation, insider dealing, front-running, wash trading, or any other practice prohibited under Applicable Law;
• use the Platform or the Service to launder money, finance terrorism, or otherwise engage in or facilitate any transaction that contravenes the AML/CFT/CPF Laws;
• access or attempt to access any part of the Platform, its underlying systems, networks, servers, databases, or source code that is not expressly made available to the Investor;
• upload, transmit, or introduce any virus, worm, Trojan horse, ransomware, spyware, malicious code, or any other software designed to damage, disrupt, or obtain unauthorised access to any system, network, or data;
• use any robot, spider, crawler, scraper, or other automated means to access, retrieve, copy, index, or monitor any content or data on the Platform without Flutterwave’s prior written consent;
• circumvent, disable, bypass, or otherwise interfere with any security feature or access control mechanism of the Platform;
• decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, object code, or architecture of the Platform, except to the extent permitted by Applicable Law;
• reproduce, duplicate, copy, sell, resell, redistribute, publish, transmit, display, or otherwise exploit any content or data protected by Intellectual Property Rights without the prior written consent of Flutterwave or the relevant rights holder;
• transmit unsolicited or unauthorised advertising or communications (including spam), or impose a disproportionate or unreasonable load on the Platform’s infrastructure;
• use the Platform or the Service in any manner that infringes the Intellectual Property Rights, privacy rights, data protection rights, or other rights of any third party;
• structure transactions or activities in a manner designed to evade any reporting or disclosure obligation under Applicable Law; or
• collect or store personal data about other users of the Service, or assist any third party to do anything prohibited by this clause.

Any breach of this clause shall, without prejudice to any other rights or remedies available to Flutterwave, entitle Flutterwave, in its absolute discretion and without liability to the Investor, to suspend or terminate access to the Platform; cancel or void any affected Subscription; withhold or reverse any Subscription payment pending investigation; disclose the Investor’s identity and conduct to any competent authority; and commence legal proceedings for the recovery of any loss, damage, cost, or liability suffered by Flutterwave.

Intellectual Property

Unless otherwise stated, Flutterwave and/or its licensors own the Intellectual Property Rights and materials on the Platform subject to the licence above. All text, formatting (including the arrangement of materials on the Platform), graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos, and other materials and information on the Platform are subject to the Intellectual Property Rights of Flutterwave and its affiliates and their licensors and licensees (collectively the “Content”).

We do not grant you any right, license, title, or interest to any of our Intellectual Property Rights. This Content may not be copied, reverse-engineered, decompiled, disassembled, modified, or reposted to other platforms or websites. Nothing on the Platform should be construed as granting, by implication or otherwise, any license or right to use any trademark displayed on this Platform without the written permission of Flutterwave or the relevant third party that may own the trademark.

Information Security and Warranty Disclaimer

Flutterwave will use its best efforts to ensure that the Platform is available at all times and bug-free. However, it is used at your own risk.

We provide all materials “AS IS” with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including any implied warranty or condition of merchantability, fitness for a particular purpose, availability, security, title, and non-infringement of intellectual property rights. Flutterwave makes no warranty that our Platform and Services will meet your requirements or that our Platform will remain free from any interruption, bugs, inaccuracies, or errors.

Your use of our Services is at your own risk, and you alone will be responsible for any damage that results in loss of data or damage to your computer system. You are responsible for configuring your information technology, computer programmes and platform in order to access our Services, and for using virus protection software. You must not attempt to gain unauthorised access to our Services, computers, or databases, or misuse our Platform and Services by introducing trojans, viruses, or other materials which are malicious or technologically harmful.

Limitation of Liability

Your use of the Platform and Services is at your own risk. To the maximum extent permitted by applicable law, Flutterwave shall not be liable to any Investor for:

• any investment decision made by the Investor in connection with the IPO;
• any loss of capital or reduction in the value of Offer Shares following Allotment;
• any act, omission, delay, default, or insolvency of CHD, the Issuer, CSCS, NGX, or any other third party involved in the IPO;
• any delay in, or failure of, the Platform or the Service caused by circumstances beyond Flutterwave’s reasonable control, including acts of God, power outages, telecommunications failures, cyber-attacks, governmental action, or force majeure events; or
• any indirect, special, consequential, exemplary, punitive, or other intangible loss, including loss of profits, loss of revenue, loss of business, or loss of anticipated savings.

Except as expressly provided in these Terms, all representations, warranties, conditions, and other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded. Some jurisdictions do not allow the exclusion of certain warranties or limitations on the scope and duration of such warranties, so the above disclaimers may not apply to you in their entirety but will apply to the maximum extent permitted by Applicable Law.

Indemnification

You hereby indemnify Flutterwave and undertake to keep Flutterwave, its staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of any breach by you of any provision of these Terms, or arising out of any claim that you have breached any provision of these Terms. You will indemnify and hold Flutterwave harmless from and against any claim, suit, or proceedings brought against Flutterwave arising from or in connection with violations of Intellectual Property or other rights of third parties in relation to your use of the Platform or Services.

Breach of these Terms

Without prejudice to Flutterwave’s other rights under these Terms, if you breach these Terms in any way, Flutterwave may take such action as Flutterwave deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the Platform, blocking computers using your IP address from accessing the Platform, contacting your internet service provider requesting that your access to the Platform be blocked, and/or bringing court proceedings against you.

Cookies

Like many other platforms and websites, we use cookies to identify you as a user and to customize and improve our Services. A cookie is a small data file that is transferred to your computer or mobile device. It enables us to remember your account log-in information, IP addresses, web traffic, number of times you visit, and date and time of visits. Please refer to our Cookies Notice for more information.

Some browsers may automatically accept cookies, while some can be modified to decline cookies or alert you when a website wants to place a cookie on your computer. If you do choose to disable cookies, it may limit your ability to use our Platform.

Data Protection and Privacy

Flutterwave recognises the importance of protecting the privacy of those who visit and choose to use the Flutterwave Services. Flutterwave remains compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable. With respect to all personal information belonging to, and/or processed in connection with Flutterwave or this Platform, such personal information at all times is processed in compliance with the Data Protection Laws to the extent applicable. Flutterwave maintains a privacy notice, which provides an overview of the personal information we collect about you or that you provide to us. By using the Flutterwave Services, you consent to such processing, and you warrant to provide accurate information.

Termination

You may terminate your agreement with Flutterwave by ceasing to use Flutterwave Services. We may suspend or terminate our Services to you at any time, for any reason, including, without limitation, breach of these Terms, fraud, impersonation, infringement of Flutterwave’s Intellectual Property Rights, breach of Applicable Law, and so on.

Upon termination, your right to use the Flutterwave Services or Platform will immediately cease.

Governing Law

These Terms shall be interpreted and governed in accordance with the laws of Nigeria.

Acceptance of the Terms of Service

By accessing or using the Service, or by clicking to accept or agree to these Terms where such option is made available to you on the Platform, you accept and agree to be bound by these Terms, our privacy notice (available on the Platform and incorporated herein by reference), and all applicable laws and regulations. If you do not agree to these Terms, you must not access or use the Service.

Amendment

Flutterwave reserves the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms, which will always be on this page, will continue to govern our relationship with you. We will also endeavour to notify you of any material changes, which could be done via the email associated with your account or service notification. By continuing to use our Services after the changes become effective, you agree to be bound by the revised Terms.

General

These Terms supersede and extinguish all previous agreements between you and Flutterwave, whether written or oral, relating to its subject matter. In the event that any of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain subsisting and in full effect. Flutterwave’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Contact

If you have any complaints about us and our Services, you may contact our customer support team.