Trust Deed

CLIENT AGGREMENT

This Client Agreement, along with the Terms and Conditions of the Webapp, addendums or amendments hereto, as the same may be amended or modified from time to time (collectively, the “Agreement”) constitutes an agreement between the Client (“you” , “your” , “User” or “Client” ), and Ritz Investment Advisors Limited, (“Ritzinvests”) which sets forth the terms and conditions applicable to your use of the www.ritzinvests.com (“Webapp”) and your access to the Investment products and services (each, a “Service”) offered on the Webapp. By subscribing to the Webapp, the Client agrees to be bound by the following terms, the Terms and Conditions of the Webapp, as well as the Privacy Policy.

INTRODUCTION

    By agreeing that this Trust Deed forms the terms and conditions of using the Webapp, the Client represents and agree that they have read it carefully and understood its terms. The Client should not sign this Trust Deed if the Client has any questions about their obligations under this Trust Deed, the services that Ritzinvests is agreeing to provide, or the limitations of those services. If the Client has questions, the Client is to contact Ritzinvests at support@ritzinvests.com prior to signing this Trust Deed. The Client is advised to retain this Trust Deed for future reference.

    The Client further understands and agrees that Ritzinvests is not responsible for the obligations, acts, or omissions of one another. Accordingly, Ritzinvests shall not indemnify or be held responsible by the Client for the obligations, acts, or omissions of Ritzinvests

    The Client understands and agrees that the terms and conditions of this Trust Deed governs aspects of the Client’s relationship with Ritzinvests, and all Investment products now or in the future offered on the Webapp, commencing on the date Client begins investing on the Webapp.

    THE CLIENT WILL CAREFULLY READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS OF THIS TRUST DEED BEFORE ENTERING ELECTRONIC SIGNATURE. IF THE CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS TRUST DEED, THE CLIENT IS REQUIRED TO ADDRESS THEM WITH RITZ INVESTMENT ADVISORS LIMITED BEFORE AGREEING TO IT.
    THE CLIENT UNDERSTANDS THAT MARKING “I ACCEPT” IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS TRUST DEED AND THE CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. THE CLIENT UNDERSTANDS THAT THIS TRUST DEED MAY BE AMENDED FROM TIME TO TIME BY RITZINVESTS, WITH REVISED TERMS POSTED ON THE WEBAPP. THE CLIENT AGREES TO CHECK THE PLATFORM FOR UPDATES TO THIS TRUST DEED.
    THE CLIENT UNDERSTANDS THAT BY CONTINUING TO INVEST ON THE WEBAPP WITHOUT OBJECTING TO REVISED TERMS OF THIS TRUST DEED, THE CLIENT IS ACCEPTING THE TERMS OF THE REVISED TRUST DEED AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
    DEFINITIONS:

The terms set forth below have the following meanings as used in this Trust Deed:

        Applicable Laws: means any law, statute, byelaw, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory authority, the subject matter of, or any party to any of the Investment Terms;

        Beneficiary: means the Client as defined under this Agreement;

        Business Day: means any day (other than a Saturday, a Sunday or a public holiday declared by the Federal Government of Nigeria) on which banks are open for business in Lagos and Abuja, Nigeria;

        Client: The individual who owns a legal or beneficial interest in a Client Account on the Webapp

        Client Account: means the account on the Webapp created by the Client and in the name of the Client, including all rights, benefits and interest’s ancillary to or incidental to it;

        FORCE MAJEURE:

Means any event or circumstance (or combination of events or circumstances) that is beyond the control of Ritzinvests, which materially adversely affects the ability of either Party to perform its obligations under this Trust Deed including but not limited to strikes, lock-outs or other industrial disputes (excluding industrial disputes affecting the workforce of the affected party solely), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident breakdown of plant or machinery in cases where it is impossible to obtain a backup, fire, flood, storm, refusals to grant any licenses or permissions, and acts of governments;

        Investments: includes wallet, fixed income, investment in real estate products and other financial products purchased by the Client under the Client Account, whether for present or future delivery, and all rights and entitlements thereto;

        Losses: means all losses, liabilities, costs (including legal costs, expert or consultant fees), charges, expenses, actions, legal proceedings, claims and demands, including but not limited any direct or indirect consequential loss and similar damages;

        Parties: means the Client and Ritzinvests, and “Party” shall mean any one of them;

        Webapp: means www.ritzinvests.com operated by Ritz Investment Advisors Limited;

        Privacy Policy: means the privacy policy of the Webapp which can be accessed at. Which is hereby incorporated by reference;

        Ritzinvests Business Hours: means time periods between 8 am and 4:00pm on Business Days;

        Trust: means the trust as constituted by this Trust Deed;

        Asset: means all Investments in the Client Account. This includes all monies standing to credit of the Client Account from time to time such as any profits, bonus, option, rights and proprietary interests whatsoever arising from Investments purchased through Client’s Account;

    TERMS AND CONDITIONS:

This Trust Deed sets forth the terms and conditions governing the purchase, sales, and Investment on the Webapp. In particular, it governs the relationship between Ritzinvests and the Client concerning the Assets that are maintained, as described below, in the Client Account on the Webapp. The provisions in this Trust Deed are in addition to any other terms which the Client has agreed to regarding investing on the Webapp.

    TRUE AND ACCURATE INFORMATION:

The information provided by the Client on the Webapp is incorporated into this Trust Deed. The Client attests that such information, and any other information provided to Ritz Investment Advisors Limited in connection with the services contemplated by this Trust Deed, are current, accurate, truthful, and complete. Unless otherwise required by this Trust Deed, the Client agrees to promptly notify Ritz Investment Advisors Limited via any change to the information, but in any event within 30 (thirty) days of such change. The Client agrees to indemnify and hold Ritz Investment Advisors Limited, Ritzinvests and its affiliates harmless from and against any and all Losses arising out of or relating to the Client’s failure to provide true and accurate information on the Webapp or to update such information as required. The Client further represents that no one else has an interest in the Client Account except the Client and any other person that the Client has previously disclosed to Ritz Investment Advisors Limited through the Webapp, or otherwise in a manner specified by Ritz Investment Advisors Limited.

    DECLARATION OF TRUST:

The Client hereby unconditionally declares and appoints Ritzinvests to hold all rights, title, interest, and benefits, present and future, in, to and under the Asset, and Ritzinvests hereby gives its consent to be appointed as holder of the Client’s Asset on the Webapp. The reference to the Client’s Account shall include all rights, benefits, and interest’s ancillary to or incidental to it.

    Ritzinvests warrants that it owes a fiduciary duty to Client regarding the Asset.

    The Client hereby conveys, transfers, and assigns to Ritzinvests the Asset purchased by the Client on the Webapp now or in the future, the receipt of which Ritzinvests hereby acknowledges.

    Ritzinvests declares that the Assets on the Webapp and all interests therein are held by it in trust on behalf of the Client and exclusively for the benefit of the Client as defined under this Trust Deed and Ritzinvests claims no personal right or interest in the Asset

    COVENANTS
    RITZINVESTS HEREBY UNDERTAKES NOT TO SECURE ANY OF ITS PRESENT OR FUTURE INDEBTEDNESS FOR BORROWED MONEY BY ANY LIEN, PLEDGE, CHARGE OR OTHER INTEREST WITH THE ASSET.

    Ritzinvests shall open and operate a Transaction Account in its name with a bank account determined by Ritzinvests in its sole discretion. Ritz Investment Advisors Limited shall be the sole signatory to the Transaction Account and shall have access to such account for the purpose of carrying out its duties under this Trust Deed and making all payments due to the Client.

    RIGHTS OF THE CLIENT

        The Client shall have an undivided beneficial ownership interest in the Assets.

        The Client shall not have any right against Ritzinvests in respect of their Investments except such rights as are expressly conferred by the Trust Deed or by any Applicable Law or any order of court.

        The Client will not institute or join any person in instituting, against Ritzinvests, any bankruptcy, reorganization, arrangement or liquidation proceedings or other similar proceeding under any bankruptcy or similar law

    POWERS, DUTIES AND INDEMNITIES OF RITZINVESTS:

Without prejudice to the powers and duties vested in Ritzinvests by this Trust Deed or otherwise, Ritzinvests:

        Subject to the provisions of this Trust Deed, shall enjoy all powers, reliefs and indemnities granted to it, and perform the obligations imposed on it pursuant and all Applicable Laws for the time being in force;

        Shall enter into and execute all contracts, deeds and documents and do all acts, matters or things which it may deem expedient for the purpose of giving effect to the Client’s instructions and carrying out the Trust;

        Shall act in accordance with the provisions of this Trust Deed, and all Applicable Laws for the time being in force and safeguard the rights of the Client with respect to the Client’s Asset;

        Shall maintain proper records in respect of its activities on behalf of the Client and have same available for viewing by the Client on the Webapp

        Notwithstanding any other provisions of this Trust Deed, shall have no liability for an error of judgment made in good faith by any officer or employees, unless it shall be proved that Ritzinvests was negligent in ascertaining the pertinent facts;

        Shall not incur liability for any error of law, in the absence of fraud or negligence, in connection with any matter or thing done or suffered to be done or omitted to be done by Ritzinvests in good faith;

        If for any reason it becomes impossible or impracticable to carry out any of the provisions of this Trust Deed, shall not be under any liability thereof or thereby.

    PAYMENT OF PRINCIPAL, ASSET AND PROFIT:

Payment of any principal, asset and profit (if any) owing or due on all or any part of the Client’s Asset will be credited electronically to the Client Account on the Webapp.

    The remittance to the Client Account of any principal and/or profit payable in respect of the Client’s Asset shall constitute a discharge of the payment obligations of Ritzinvests to pay such principal and/or profit.

    Notwithstanding the above, the Client acknowledges that all fees, expenses and charges applicable to the Client’s use of the Webapp or subscription to any product or service on the Webapp shall be borne solely by the Client and shall be deductible from the Asset.

    WITHDRAWAL NOTICE:

Where the Client wishes to carry out a withdrawal of a part or the whole of the Client’s Asset, the Client shall follow the designated redemption process provided on the Webapp or put a mail through to admin@ritzinvests.com a month before business maturity. The processing of the Client’s withdrawal request shall be subject to the specific redemption timelines and requirements for the relevant investment which the Client seeks to redeem.

    ENFORCEMENT AND EXERCISE OF RIGHTS:

Upon distribution of the proceeds of the Assets in accordance with this Trust Deed, Ritzinvests shall not be liable for any further sums and, accordingly, the Client may not take any action against Ritzinvests (to the extent that they have fulfilled their obligations under this Trust Deed) to recover any such sum in respect of the Assets.

    CONFIDENTIALITY:

Each Party undertakes that it shall not use, or divulge or communicate to any third party, any information, document or knowledge concerning the Parties and the terms of this Trust Deed which they have received by virtue of this Trust Deed and which was not previously available to them or is not in the public domain (or which is in the public domain but through a breach of any provision of this Trust Deed (the “Confidential Information”), without the consent of the Party to whom the Confidential Information pertains.

    Provided that each Party, subject to prior notification of the other Parties, shall not be prohibited from disclosing or using any information to the extent disclosure or use required by law, any judicial proceedings arising out of this Trust Deed, any governmental or regulatory body or depository on which the Asset are held, or any tax authority in connection with the tax affairs of the disclosing party.

    AVAILABLE INVESTMENTS:

The Client understands that the Investments available for purchase on the Webapp are determined by Ritzinvests in its sole discretion, and Ritzinvests may change the Investments available for purchase on the Webapp from time to time without notice to or consent from Client. Notwithstanding, Ritzinvests will continue to administer any discontinued Investment which forms part of the Client’s Asset subject to the subscription terms of such Investment.

    POWER OF ATTORNEY:

The Client hereby appoints Ritzinvests to manage the Asset on a nondiscretionary basis and to act as the Client’s attorney-in-fact with limited power and authority for Client and on Client’s behalf to invest, sell and otherwise effect investment transactions on behalf of Client based on Client’s instructions.

    BUSINESS:

Ritzinvests, by itself and/or through 3rd party partner brokers, will place orders for execution of the Client’s investment mandate. The Client will receive the price at which such orders are executed in the marketplace. Therefore, Ritzinvests reserves the right, at any time and without notice, to delay or manage business in response to market instability. Provided that the Client understands and agrees that Ritzinvests will not be liable to the Client for any Losses incurred by the Client resulting from any such delay

    If Ritzinvests delays placing orders during Ritzinvests Business Hours, Ritzinvests will undertake to provide notice of such delay to the Client. Notwithstanding, Ritzinvests shall not delay or manage investment based on speculations.

    POWER TO DELEGATE OR APPOINT 3rd PARTY PARTNER BROKERS:

Ritzinvests may appoint 3rd party partner to transact or conduct or carry out any instructions. It is hereby agreed that, for the purpose of liability, where Ritzinvests appoints a 3rd party partner, it will not be liable for the acts or omissions of such 3rd party partner provided that Ritzinvests exercised due care and diligence in the selection of such 3rd party partner.

    PERSONAL INFORMATION:

The respective rights and responsibilities of Ritzinvests, and the Client regarding the collection, processing, and use of the Client’s personal information and the Client’s rights to limit the use and disclosure of such information, are set forth in this Section 21 as well as the Platform’s Privacy Policy, as amended from time to time. Such rights and responsibilities are further defined by Applicable Laws of the Federal Republic of Nigeria. In the event of any controversy regarding Ritzinvests collection, use, processing, transfer, or receipt of any information about the Client, the Client agrees that remedies will be expressly limited to those specifically provided in this Trust Deed.

    ACCESS INTERRUPTIONS:

The Client understands that Ritzinvests guarantee that access to the Platform will be always available. Ritzinvests reserves the right to suspend access to the Platform without prior notice, for scheduled or unscheduled system repairs or upgrades. In addition, access to the Platform, and hence, the Client Account, may be limited or unavailable due to, among other things: peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by Ritzinvests, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. The Client agrees that Ritzinvests will be liable to the Client for any Losses incurred by the Client (including, but not limited to, lost profits, business losses, and similar damages) resulting from such access limitations or unavailability.

    SECURITY:

When the Client accesses the Platform using an up-to-date version of third-party web browser (such as Microsoft Internet Explorer, Firefox, Chrome, or Safari) that is compatible with industry standard encryption, our security systems automatically protect the Client’s communications through server authentication and data encryption. In addition, the Client agrees that Ritzinvests will be liable to the Client for any security breach or Losses incurred by the Client where the Client accesses the Platform other than in the manner prescribed.

    LIMITATION OF LIABILITY:

Without prejudice to the previous and subsequent provisions of this Trust Deed,

        The Client understands and agrees that the Client is responsible for all losses arising from or related to Client Account.

        Except for negligence or malfeasance or violation of the Applicable Law in force for the time being, the Client agrees that Ritzinvests and their respective officers and employees shall not be liable hereunder for any action performed or omitted to be performed in good faith or for any errors of judgment in executing investment in of the Client.

        In addition, it is possible that the Client may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to the Platform. The Client agrees that Ritzinvests will be liable to Client for any losses incurred by Client resulting from such impaired access

        Ritzinvests and their representatives are not responsible to any Client for losses unless caused by Ritzinvests breaching their fiduciary duty to Client.

        Ritzinvests may act upon the advice, statement or information obtained from any professional advisers, including stockbrokers, accountants, lawyers, bankers or other persons believed by Ritzinvests, in good faith, to be experts in the matters on which they have been consulted, and Ritzinvests shall not be liable for any loss occasioned by so acting provided that (i) it has used its best efforts to ensure that such persons are competent (ii) it has exercised due diligence and care in the selection of such professional advisers.

        RISK FACTOR RATINGS:

All Investments involve certain risks occasioned by uncertainty and unpredictability of the future. The performance on the Trust will thus be subject, among other things, to the pursuance of political/economic stability and sustainable economic growth and development by the Federal Government of Nigeria or such other country in which investments may be made. Ritzinvests has no control over these conditions and shall not indemnify any Client on the occurrence of any adverse political/economic condition affecting the Asset. Although, Ritzinvests shall exercise all necessary duty of care and precautionary steps in relation to the Asset, it does not guarantee that such objective of the Trust will be always attained.

    ELECTRONIC SIGNATURES:

The Client’s action in providing an electronic signature, constituted by clicking a designated acceptance button is valid evidence of consent to be legally bound by this Trust Deed and by other documentation governing the Client’s relationship with Ritzinvests, and as valid evidence of consent to be legally bound by any other documents relating to the Platform.

    The use of an electronic version of the Client Account documents fully satisfies any requirement that they be provided to Client in writing. Client acknowledges that Client may access and retain a record of the documents relating to the Platform which Client electronically signs. Client is solely responsible for reviewing and understanding all the terms and conditions of these documents.

    Client accepts as reasonable and proper notice, for the purpose of all Applicable Laws, notice by electronic means, including, the posting of modifications to this Trust Deed on the Platform.

    CLIENT INSTRUCTIONS:

Any Client instruction to dispose, deal or exercise any right with respect to the Asset shall be made via the Platform. Provided that any business instruction not received during business Hours shall be deemed to have been received during the business Hours of the following Business Day.

    NOTICES: All notices to the Client shall be valid if sent by electronic communication, posted on the Platform and/or the Client Account. Except where expressly stated otherwise in this Trust Deed, any notice or communication or correspondence from Ritzinvests to the Client shall primarily be posted on the Platform and/or Client Account.

    A notice given under this Trust Deed shall be deemed to have been properly served and received:

        If sent by electronic communication, on the day on which it was sent.

        If posted on the Platform and/or the Client Account, on the day on which it was posted within Business Hours and otherwise on the next following Business Day after it was posted.

    GENERAL AND MISCELLANEOUS PROVISIONS AND DISCLOSURES

        The Client represents and confirms that the Client has full power and authority to execute, deliver, enter, and perform the Client’s obligations under this Trust Deed. The Client represents that Trust Deed has been duly authorized, executed, and delivered by the Client and is the legal, valid, and binding deed of the Client, enforceable against the Client in accordance with its terms, and that the terms of this Trust Deed do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise.

        The Client is required to advise Ritzinvests immediately of any event that might affect this authority or the binding effect of this Trust Deed.

        Each provision in this Trust Deed is severable and distinct from the other and if any provision of this Trust Deed is held to be invalid, void, or unenforceable by reason of any law, rule, administrative order, or judicial decision, that determination will not affect the validity, legality and enforceability of the remaining provisions of this Trust Deed.

        Except as specifically permitted in this Trust Deed, no provision of the Trust Deed can be, nor will it be deemed to be, waived, altered, modified, or amended unless agreed to in writing signed by an authorized officer of Ritzinvests.

        Ritzinvests may amend this Trust Deed by modifying or rescinding any of its existing provisions or by adding new provisions. Any such amendment shall be effective as of the time Ritzinvests has notified the Client via the Platform of any change. Ritzinvests reserves the right but does not intend to follow it as a matter of course, to notify the Client of modifications to the Trust Deed by e-mailing a written notice of the new Trust Deed to the Client. Client understands that the primary method of notifying the Client of any modifications to the Trust Deed will be to post the information on the Platform. The Client also agrees that Ritzinvests may change any of the services provided on the Platform at any time and that it is not obligated to provide the Client with notice of such a change.

        In addition to the terms in this Trust Deed, when using products, services or features on the Platform, the Client shall be subject to any additional posted guidelines, disclosures, methodology documents, or requirements applicable to such product, service, or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into this Trust Deed.

        Ritzinvests failure to insist on strict compliance with this Trust Deed or a delay in exercising any right or remedy or any other course of conduct will not be deemed a waiver of Ritzinvests rights or remedy under this Trust Deed.

        The Parties hereby acknowledge and agree that this Trust Deed, and the other documents agreed to and delivered in connection with becoming and continuing to be a Client, constitutes the final understanding between the Parties with respect to all matters contained herein. The Parties further acknowledge and agree that, except for the above referenced Trust Deed there are no prior or coexisting deeds different or distinct from those contained herein, and all such prior and coexisting deeds, if any, are merged herein.

        The Client will be deemed to have consented to Ritzinvests assigning its rights and duties under this Trust Deed if after receiving adequate written electronic notice of a proposed assignment the Client does not serve notice of objection to Ritzinvests. The Client may not assign the rights and obligations under this Trust Deed without first obtaining the prior written consent of Ritzinvests. Any purported assignment in violation of this Trust Deed will be void.

        This Trust Deed will pass to the benefit of Ritzinvests and its successors, assigns, and agents. In addition, the Client hereby agrees that this Trust Deed and all the terms hereof, will be binding on the Client’s heirs, executors, administrators, and personal representatives.

        The electronically stored copy of this Trust Deed is the true, complete, valid, authentic, and enforceable record of the Trust Deed, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form.

    FORCE MAJEURE:

Ritzinvests shall be liable to each other or the Client for failure or delay in the performance of a required obligation under this Trust Deed, if such failure or delay is caused by a “Force Majeure” event. Provided that the affected Party gives to the other Parties prompt written notice of such condition, the steps being taken or proposed to be taken in relation to such event and resumes the performance of its obligations as soon as reasonably possible after the cessation of such condition, the said condition not extending beyond a period of 30 (thirty) days. Provided also that the other Parties are reasonably satisfied that such condition impedes the affected party’s ability to discharge its obligations under this Trust Deed.

    GOVERNING LAW AND DISPUTE RESOLUTION:

This Trust Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

    In the event of any allegation of breach or question of interpretation or dispute arising out of or in connection with this Trust Deed, the Parties shall, negotiate in good faith with a view to resolving the matter amicably. Upon written notice from any Party requesting a meeting to settle a mater or dispute, the Parties shall meet to attempt to settle the matter or dispute. If the Dispute is not settled amicably within a period of 30 (thirty) days from the receipt of such written notice, then any Party may refer the Dispute to arbitration.

    Arbitration shall be in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 or any statutory re-enactment or modification of same. A Sole Arbitrator shall be appointed between the Parties to the dispute. If the Parties to the dispute cannot agree to a Sole Arbitrator within 7 (seven) days of the notice of arbitral proceedings being given by either party, the Sole Arbitrator shall be appointed by the President, Chartered Institute of Arbitrators Nigerian. The arbitral proceedings shall be conducted in Lagos State, Nigeria, and the language of any such arbitral proceeding shall be English. The arbitral award shall be entered as the final judgement of the court of competent jurisdiction and the cost of the arbitration shall be borne by both parties.