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Terms & Condition

Published on January 4, 2024

Terms and Conditions

These terms constitute a binding agreement between you and WrappedCBDC Limited and its affiliates and subsidiaries (“WrappedCBDC” “ASC” “African Stablecoin Consortium” “We” “Us”). “You”, “User” and “Users” shall mean all visitors to and users of the WrappedCBDC services and products.
Please read these Terms carefully before using the WrappedCBDC service. By signing up and/or using any of WrappedCBDC services, you agree to be bound by these Terms.
To be clear, by using any of our services, you acknowledge that you have read, understood and accepted the terms, conditions, notices and disclaimers contained in this document and in the Privacy Policy.

1. Introduction
WrappedCBDC Limited is the Nigerian Operating Company of the African Stablecoin developing digital tokens pegged to CBDCs, with the aim of facilitating seamless transactions between holders of the token and users of other cryptocurrencies, i.e. would run on diverse supported blockchains, to ensure ease of use.
Wrapped CBDC Limited is incorporated under the laws of the Federal Republic of Nigeria with its registered office at No. 3 Rabat Street, Wuse Zone 6, Abuja FCT and is licenced by the Securities and Exchange Commission of Nigeria as a Virtual Asset Service Provider under the Regulatory Incubation Program.
Neither African Stablecoin Consortium nor WrappedCBDC is obligated to support any particular blockchain or protocol and users shall take the utmost care to ensure that their transactions are conducted within our supported framework.

2. Our Services


cNGN token: WrappedCBDC provides a tokenized representation of the Nigerian Naira (₦), known as cNGN, which is pegged 1:1 to the Naira. These Terms of Service govern your use of cNGN and form a binding agreement between you and WrappedCBDC upon your access to or use of the token.
By obtaining, holding, transacting, or interacting in any way with cNGN, you expressly acknowledge and agree to be bound by these Terms of Service, whether or not you are a direct customer of WrappedCBDC. You further confirm that you have read, understood, and agreed to these provisions.

Minting of cNGN: WrappedCBDC shall issue (mint) cNGN tokens exclusively in exchange for deposits of Naira. Each unit of cNGN minted shall be backed by an equivalent unit of Naira held in reserve on a 1:1 basis. At this time, only Naira is accepted for the minting of cNGN.
We do not accept or support deposits of any other form of currency or asset, including but not limited to fiat currencies, cryptocurrencies, tokens, bitcoin, or stablecoins.

Burning of cNGN (Redemption Process): Users may request to burn cNGN tokens in order to receive an equivalent value in Naira. Upon completion of the burn process, WrappedCBDC shall initiate the return of the corresponding Naira to the user’s designated account.
Only verified users with KYC-compliant accounts may initiate the redemption (burn) process, and such redemption shall be subject to applicable network and processing fees, if any.

Treasury Services: WrappedCBDC may offer Treasury services to eligible users. Such qualifying users may apply for available yield products. Further terms and conditions for the Treasury Services shall be made available at the time of subscription.

3. Registration and Eligibility

Users with a Merchant account are referred to herein as “Merchants.” To the extent you do not have a merchant account but hold cNGN, these Terms still apply to your holding and use of cNGN (such Users are referred to as “retail holders”). For the avoidance of doubt, retail holders are not customers of Wrapped CBDC, as retail holders do not have a Merchant account.
By holding or using cNGN, or using any of the WrappedCBDC Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy and you acknowledge and agree that you will be bound by these terms.
a. To access the services on our site, you shall be required to register an account. You must provide accurate, complete, and up-to-date information during the registration process.
b. You are eligible to hold and use cNGN if:

  • You are an individual above the age of 18
  • You are not a citizen or resident of one of the prohibited countries
  • You are permitted by the laws of your home country to purchase and hold Digital Tokens
  • You represent and have the authority of a properly registered entity carrying out lawful business (in the case of a corporate user)

4. Issuance and Redeeming of Tokens

When We issue minted cNGN tokens to a merchant, the merchant will be required to provide details of the receiving wallet, WrappedCBDC shall then execute the transaction. We shall bear no responsibility for any error in the details you have provided. All instructions to us are to be adequately verified before submission.
In redeeming cNGN tokens in the possession of a merchant, We shall provide the merchant with a wallet address to deposit the tokens. It is your duty to ensure that you properly execute the transaction. The transaction may be subject to a gas miners’ or network fee, depending on the network from which the transaction is initiated. Failure to pay such fees may result in the transaction remaining pending, and this is not within our control.
Digital token transactions are usually irreversible once they are broadcasted on the Blockchain. You shall be fully responsible for any loss occasioned by an error you made during a transaction.
In the course of processing transactions, we may be required to share your information with others including but not limited to contractual third parties, financial institutions, law enforcement and other government agencies as required by law. You hereby grant full irrevocable permission for WrappedCBDC to share the relevant information with the required third parties.
cNGN is not backed by any government and therefore not subject to any deposit insurance protection.

5. No Investment Advice

WrappedCBDC does not provide any investment, financial or trading advice. Any information or content contained on our website or any of our affiliate’s websites should not be construed as such.

6. Licence to use the site

If you comply with these Terms of Service, we grant you a non-assignable, non-exclusive and revocable license to use the website provided as part of our services in the manner permitted by these Terms. The services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. Nothing in this Term gives you a right of ownership to any copyright, names or marks, and other distinctive brand features. All rights, title and interest in and to the services are and will remain the exclusive property of WrappedCBDC and its licensors.
If you do not comply with all the provisions, then you will be liable for all resulting damages suffered by you, WrappedCBDC and all third parties. WrappedCBDC may suspend or terminate the Services to you, your Digital Tokens Wallet, or to any of your Digital Tokens Address at its sole discretion, as required by applicable Laws or where We determine that you have violated, breached, or acted inconsistent with any of these Terms of Service.

7. Know Your Customer, Anti-Money Laundering and Counter-Terrorism Financing

We are required by law to carry out comprehensive due diligence on our users by verifying their personal information and identity. The purpose of this is to ensure that our services are being used safely and lawfully and to be able to easily prevent, detect and report illicit transactions to the appropriate authorities.
To operate an account with us, you shall promptly submit all information we require from you which may include but is not limited to name, address, date of birth, nationality, identity documents, utility bills, incorporation documents, and bank statements. If you refuse to provide the requested information, we reserve the right to refuse to register suspend or terminate your account, as the case may be.
WrappedCBDC reserves the right to monitor for suspicious and sanctionable transactions under applicable laws and regulations, as well as mandatory reporting to government agencies and regulators.
Your holding and use of cNGN, and any use of the WrappedCBDC Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.
In the course of holding and using cNGN, Wrapped CBDC may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Wrapped CBDC to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Wrapped CBDC from any liability, error, mistake, or negligence related thereto.

8. Prohibited Uses

You hereby agree that in connection with the use of our Services, you will not:

  1. Breach these terms of service and any other agreement or rules which you shall be required to comply with by WrappedCBDC;
  2. Violate of any laws, rules, statutes or regulations in force;
  3. Engage in acts that are detrimental to WrappedCBDC or other WrappedCBDC users;
  4. Provide inaccurate, false or misleading information;
  5. Use our services to evade tax in any jurisdiction;
  6. Use the services on behalf of a third party;
  7. Use our services to partake in or conceal the proceeds of illicit activities;
  8. Take advantage of any bugs, glitches or security breaches of our services;
  9. Organize a Ponzi/Pyramid scheme;
  10. Deal in narcotics or other controlled substances;
  11. Perpetuate fraud.

In the event that WrappedCBDC determines that in the use of our services, you have engaged in any of the activities contained in this section, We reserve the right to take appropriate actions including but not limited to any government, law enforcement or authority without giving notice to you; confiscating your digital token; and, Terminating or suspending your access to any of our services.
Applicable laws require us to prevent Restricted Persons from holding cNGN and using wrappedCBDC’s Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is: named in any Sanctions-related list maintained by any other relevant governmental authority; located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide Sanctions (a “Restricted Territory”) or owned or controlled by any such person or persons listed above.

9. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of our services (collectively, "Dispute"), the parties agree to make a good faith effort to resolve the Dispute through negotiation. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the Dispute and the relief requested.
If the parties are unable to resolve the Dispute through negotiation within a reasonable period, they agree to submit the Dispute to mediation. The mediation shall be conducted by a neutral mediator mutually agreed upon by both parties.
If mediation does not result in a resolution of the Dispute, the parties agree to submit the Dispute to binding arbitration. The arbitration shall be conducted in accordance with the Arbitration and Mediation Act 2023. The arbitration shall take place in Nigeria, and the language of the arbitration shall be English Language. The award of the arbitrator(s) shall be final and binding upon both parties, and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding the arbitration requirement, either party may seek injunctive relief in a court of law in cases of intellectual property infringement, violation of confidentiality, or any other violation of the party's rights that may cause irreparable harm.

10. Limitation of Liability; No Warranty by WrappedCBDC

Under no circumstances shall WrappedCBDC, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data, or other intangible losses, whether based on contract, tort, negligence, strict liability, or otherwise, resulting from:

  1. your trading and non-trading actions and inactions on the Site and all gains and losses sustained from your use of the Site and any of the Services;
  2. for any amount greater than the value of the supported digital assets associated with your digital asset wallet at the time of the event or circumstance giving rise to your claim or;
  3. any products or services that are purchased or sold by third parties using the Site and any of the Services;
  4. regular or unscheduled maintenance we carry out, including any service interruption and change resulting from such maintenance;
  5. any breach of security of your Email Account or a Security Breach;
  6. any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or WrappedCBDC Account;
  7. any other matter relating to the services.

WrappedCBDC makes no representation or warranty of any kind. The services are provided "as is" without any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. We make no warranty that (i) the services will meet your requirements, (ii) the services will be uninterrupted, timely, secure, or error-free, or (iii) the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations.

11. Representations and Warranties

You hereby represent and warrant to WrappedCBDC that:

  1. If you register as an individual, you are above the age of 18;
  2. Where you register as a company/business, the company/business is duly registered, and you have the authority to register on its behalf;
  3. All the information you have provided is true and correct;
  4. You agree to the terms and conditions set out in this terms of service and all our policies;
  5. You are not registering on behalf of a third party;
  6. Your use of our services is not in breach of any laws or regulations prohibiting the use of services such as the one we provide;
  7. You are not a citizen or resident of a prohibited country;
  8. You are not a restricted person;
  9. You shall notify us immediately in the event of your company's winding up or acquisition.

MODIFICATION OF THESE TERMS

WrappedCBDC reserves the right to amend or modify these Terms at any time or from time to time. When these Terms are changed, you shall be given notice of the changes and directed to the page on our Website where the new Terms can be viewed. Your continued use after the publication of the new Terms shall constitute your acceptance of the new Terms. If you do not wish to accept the new Terms, your sole remedy shall be to cease the use of the WrappedCBDC Service.

GENERAL TERMS

Governing Law. These Terms and all matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Headings. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.

Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

No waiver. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Force Majeure. We will not be liable for any delay or failure to perform as required by these Terms to the extent the delay or failure is caused by a Force Majeure Event.

No Third-party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or because of these Terms.