Terms of Service

In these Terms: "Digital Asset" means a stablecoin or other crypto-asset supported on the Platform; "Stablecoin" means a digital asset designed to maintain a stable value relative to a reference currency (such as the US dollar); "NGN" or "Naira" means Nigerian Naira; "Business Day" means a day other than a Saturday, Sunday, or public holiday in Nigeria; "KYC" means the identity-verification and customer due-diligence checks described in these Terms and our AML/CFT Policy.

Clusteer is a platform that lets you buy and sell stablecoins for Nigerian Naira (NGN). The digital-asset exchange, custody, and settlement functions are provided through a licensed third-party exchange and custody partner; Clusteer provides the user-facing platform and the Naira settlement experience.

Clusteer is not a bank, and amounts handled through the Platform are not deposits insured by the Nigeria Deposit Insurance Corporation (NDIC) or guaranteed by any government agency. We do not provide investment, tax, or legal advice, and nothing on the Platform should be taken as such.

To use the Service, you must:

• be at least 18 years old and have full legal capacity to enter into a contract;
• be a resident of, and use the Service from, a jurisdiction where we operate and where your use is lawful;
• not be a person subject to sanctions, or located in or acting on behalf of a sanctioned country, person, or entity; and
• use the Service for your own account and not on behalf of an undisclosed third party.

We may refuse, restrict, or terminate access to anyone who does not meet these requirements. Each user may hold one account unless we agree otherwise in writing.

You must register an account and complete identity verification (KYC) before transacting. You agree to:

• provide accurate, current, and complete information, and keep it up to date;
• complete the identity, sanctions, and screening checks we (or our partners) require, including providing your BVN, NIN, identity documents, and biometric verification where requested; and
• keep your login credentials confidential and secure.

You are responsible for all activity under your account. Notify us immediately at support@clusteer.com if you suspect unauthorised access. We may suspend access while we verify your identity or investigate a concern, and we may decline to open or may close an account at our discretion where required for legal or risk reasons.

• Quotes and rates. When you place an order, we display a price or rate. Rates reflect market conditions plus applicable fees and may change rapidly. A quote is only binding once the order is confirmed and executed.
• Settlement. Naira payouts are made to a Nigerian bank account in your name that matches your verified identity. We do not pay out to third-party accounts. Settlement times may vary with banking, network, and compliance checks.
• Crypto transfers are irreversible. Blockchain transactions cannot be reversed once confirmed. You are solely responsible for the accuracy of any wallet address, network selection, and transaction details. We are not liable for losses arising from incorrect details, wrong-network transfers, or transfers to addresses you do not control.
• Network fees. Blockchain network fees may apply and are your responsibility.
• Holds. We may place a temporary hold on an order, account, or payout where required for verification, fraud prevention, sanctions screening, or compliance.

Our fees and any applicable spread are shown before you confirm a transaction or are otherwise published on the Platform. We may change our fees at any time; changes apply to transactions made after the change takes effect. You are responsible for your own taxes arising from your use of the Service. Where the law requires us to withhold tax or to report transaction or account information to a tax authority (including the Federal Inland Revenue Service), we may do so.

Transaction and balance limits apply based on your verification tier and our risk assessment. We may set, vary, or remove limits at any time, including for legal, regulatory, or risk-management reasons.

You must not use the Service to:

• engage in or facilitate money laundering, terrorism financing, fraud, or any illegal activity;
• transact on behalf of, or for the benefit of, a sanctioned person or a person you are concealing;
• evade KYC/AML controls, including by using false information, another person’s identity, or someone else’s bank account;
• engage in market manipulation, abusive, or deceptive practices;
• use the Service where doing so is unlawful in your jurisdiction; or
• interfere with, attack, reverse-engineer, or gain unauthorised access to the Platform or its systems.

Breach of this section may result in immediate suspension or termination; the freezing and holding of pending transactions or funds pending a lawful determination, after which they will be returned to you or dealt with as required by law or a competent authority; and reporting to the relevant authorities.

As part of a regulated financial service, we (and our partners) carry out identity verification, sanctions and PEP screening, and transaction monitoring. You agree that we may:

• request additional information or documentation, including source-of-funds information, at any time;
• delay, suspend, freeze, decline, or reverse (where technically possible) a transaction or account;
• report transactions or activity to regulators and authorities (including the NFIU, SCUML, EFCC, SEC, CBN, and law enforcement) where required by law; and
• where the law requires it, take these actions without notifying you.

We are not liable to you for any action taken in good faith to comply with legal or regulatory obligations.

You acknowledge and accept that:

• the value of stablecoins and other digital assets can change, and stablecoins may de-peg or lose value;
• digital assets are not legal tender and are not protected by deposit-insurance or similar schemes;
• the regulatory treatment of digital assets in Nigeria continues to evolve and may affect the Service;
• blockchain transactions are irreversible and carry technical risks; and
• access to the Platform may be interrupted, delayed, or suspended.

You use the Service at your own risk and should only transact with funds you can afford to commit.

The Platform, including its software, content, branding, and trademarks, is owned by Outbuild Ltd or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose. You may not copy, modify, distribute, or create derivative works without our written permission.

The Service relies on third parties, including our licensed exchange and custody partner, banking and payment partners, identity-verification providers, and public blockchain networks. We are not responsible for the acts, omissions, availability, or terms of third parties, and your use of certain features may be subject to their terms.

We may suspend or terminate your access, with or without notice, where: you breach these Terms; we are required to by law or a regulator; we reasonably suspect fraud, money laundering, sanctions risk, or other illegal activity; or we discontinue the Service. You may stop using the Service at any time. Provisions that by their nature should survive termination (including compliance, liability, indemnity, and governing law) will survive.

The Service is provided "as is" and "as available", without warranties of any kind to the fullest extent permitted by law. To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, or punitive losses, or for loss of profits, data, or goodwill. Our total aggregate liability for all other claims arising out of or relating to the Service will not exceed the greater of (a) the total fees you paid to us in the three (3) months before the event giving rise to the claim, or (b) ₦____.

You agree to indemnify and hold harmless Outbuild Ltd, its officers, employees, and partners from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Service, or your violation of any law or third-party right.

Complaints. If you have a complaint, contact us first at support@clusteer.com. We will acknowledge it within 2 Business Days and aim to resolve it within 15 Business Days, keeping you informed if we need longer. We maintain a record of complaints and their resolution.

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

Disputes. If a complaint is not resolved through our internal process, the parties will attempt to resolve the dispute amicably. Failing resolution within 30 days, the dispute will be subject to the exclusive jurisdiction of the courts of Nigeria / arbitration in Lagos under the Arbitration and Mediation Act 2023, with the seat in Lagos and proceedings in English. Choose one and confirm with counsel. Nothing prevents you from pursuing any remedy available under applicable consumer-protection law or from complaining to a relevant regulator.

We may update these Terms from time to time. For material changes, we will give you reasonable advance notice (at least 14 days where practicable) before they take effect, except where an immediate change is required by law or for security or risk reasons. Before a material change takes effect, you may close your account and withdraw your verified available funds, subject to our legal and compliance obligations. We will post the updated version with a new "Last updated" date. Your continued use of the Service after changes take effect constitutes acceptance.

We are not liable for any failure or delay caused by events beyond our reasonable control, including network or blockchain failures, banking outages, regulatory action, power or internet failures, or acts of God.

These Terms, together with the policies referenced in them, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign your rights without our consent; we may assign ours in connection with a merger, acquisition, or reorganisation.

Clusteer is a product operated by Outbuild Ltd (RC 8076384). Crypto-asset exchange and custody services are provided by a licensed third-party partner.