By ticking the “I agree to the Terms and Conditions”, on the application form, you hereby adopt as your electronic signature and you consent and agree that:

1.1 We can provide materials and other information about your legal rights and duties to you electronically.

1.2 You hereby expressly consent and authorise One Finance to debit your wallet account which is built for the Services.

1.3 YOUR ACCEPTANCE OF THESE TERMS AND CONDITION HAS THE SAME EFFECT AS IF YOU SIGNED THEM USING INK ON PAPER OR ANY OTHER PHYSICAL MEANS.

2.1 You must: (a) accept and agree to these Terms and Conditions; (b)register with us on the Carbon™ app; (c) be a Nigerian citizen (or a legalNigerian resident) of at least 18 years of age or accompany incorporated in Nigeria; (d)have a bank account with a Nigerian financial institution;and (e) provide all information as may be requested by us, such as your name, occupation, email address, mobile device number, onlinecredentials for your bank account, and such other information as we mayrequest from time to time (collectively, “Customer Information”).

2.2 You represent and warrant that all Customer Information you provide usfrom time to time is truthful, accurate, current, and complete, and youagree not to misrepresent your identity or your Customer Information.

2.3 You agree to promptly notify us of changes to your Customer Informationby updating your profile on your Account with Onefi and to notify us atleast five business days before any changes to your bank accountinformation, including, but not limited to, the closure of your bankaccount for any reason.

You shall be responsible for:

a. providing OneFi with evidence of all requisite consents, approvals and permits required to be obtained by the individual or company in relation to the use of the Services.

b. paying the Purchase Price (as hereinafter defined) for the Services in accordance with Clause5 of this Terms and Conditions.

c. using the Services only for its personnel and not for any other purpose and not use the Services for any malicious purpose or with fraudulent intent.

d. providing OneFi with all necessary information required for OneFi to perform its obligations under this MOU.

e. ensuring that the information provided by OneFi is kept strictly confidential and not disclosed to any third party.

f. You agree that as part of each request and prior to accessing theServices, you shall provide OneFi with necessary identifiers toauthenticate each individual to whom the Services relates.

g. You shall ensure that appropriate consent is obtained from each individual prior to each request. Consent means authorization by the individual showing an approval to conduct checks on the individual’s identity. Such authorization could be in writing or other secured means of consenting but shall not include oral consent.

4.1 OneFi shall be responsible for providing you with the Services upon payment by you of the Purchase Price and subject to the terms of OneFi’s agreements with its third party providers.

4.2 You agree to OneFi using your intellectual property on its platforms.

4.3 OneFi shall provide, the Services, in relation to each customer as follows:

5.1 You shall pay OneFi an amount equal to One Hundred Naira (N100) (the “Purchase Price”) for each identity verification check conducted by theCompany on each individual.

5.2 Prior to conducting any checks, you shall make payment of the Purchase Price in advance.

6.1 Both Parties acknowledge that all computer programs, data file content and organization, techniques, methods, rules, procedures, protocols,forms, instructions, trade secrets, copyrights and any other proprietary rights used in connection with or in any way relating to the Services disclosed by one Party (the “Disclosing Party”) to the other Party (the“Receiving Party”) are the exclusive and confidential property of the Disclosing Party or parties from whom the Disclosing Party has secured such information. Unless such information are (a) in the public domain;(b) independently developed by the Receiving Party; (c) known to theReceiving Party prior to disclosure; (d) obtained from a third party which is not subject to a nondisclosure agreement with the Disclosing Party; or(e) disclosed by the Receiving Party with the Disclosing Party’s permission, the Receiving Party and its subsidiary or affiliated corporations shall treat the information as confidential and will not disclose or otherwise make available same in any form to any person other than employees of the Receiving Party, its authorized agents,independent contractors, government officials, or its data processor who need to know such information for rendition of the Services. The Receiving Party will instruct such employees and data processors to keep the same confidential using the same care and discretion that theReceiving Party would use with respect to its own confidential property and trade secrets. Upon termination of this MOU for any reason, the Receiving Party shall immediately return to the Disclosing Party any and all products in its possession or under its control and shall cease using them in any way.

6.2 All intellectual property rights in or pertaining to the trademarks and any promotional material, point of sale material, brochures, sales commercial training or other literature provided by either Party shall remain the property of the Party providing it, and the other Party shall acquire no rights in the same.

7.1 Except where attributable to the negligent acts or willful misconduct of OneFi, One Fi shall not be liable for any damages, claims, costs, expenses or losses whatsoever which may be suffered by you including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services,arising out of or related to the use, resale, inability to use, unauthorized use, performance or non-performance of the Services, or anything done or not done pursuant to this Agreement whether such damages arise in contract, delict, under statute at law or any other cause without limitation and whether this Agreement is terminated or not.

7.2 You agree that because the Services involve conveying information provided to OneFi by other sources, OneFi cannot and will not be an insurer or guarantor of the accuracy or reliability of the Services or data contained in its database. OneFi does not guarantee or warrant the accuracy, timeliness, completeness, merchantability or fitness for a particular purpose of the Services and shall not be liable to you for any loss or injury arising out of or caused as a result thereof.

8.1 Default in terms of this Terms and Conditions will occur if:

9.1 Notwithstanding anything to the contrary contained in this MOU, should you commit a breach of any provision of this Agreement and fail to remedy such breach within fourteen (14) days of receiving a written notice from Onefi requiring you to do so, Onefi shall be entitled, in addition to its other remedies in law or in terms of this Agreement, to terminate this Agreement forthwith and without prejudice to its right to claim damages.

9.2 In addition to termination by default, we may terminate this Agreement at any time and for any reason subject to the requirement of the applicable law.

9.3 We may also terminate this Agreement by sending a written notice to the address on your application.

You agree that the existence of and the terms of these Agreement and all information disclosed and all correspondence exchanged in relation to theTransaction is “Confidential Information”. You shall not directly or indirectly disclose, to any third party any Confidential Information, except toits shareholders, affiliates, professional advisers, bona fide potential debt orequity providers, directors, officers or employees, but only to the extent required to consider the Transaction proposed by this and to persons to the extent required by applicable law or by relevant regulatory or governmental authorities.

You represents and warrants that:

11.1 You’re a Nigerian citizen with at least 18 years of age

11.2 In the case of a company, a company limited by liability duly registered and legally existing under the laws of the Federal Republic of Nigeria with legal capacity to execute, deliver and perform this MOU,

11.3 that the execution, delivery and performance of this Agreement has been authorized by its board of directors and all necessary action has been taken on its part and does not contravene any law, regulation,rule, order, MOU, agreement or commitment binding on it;

11.4 that this Terms and Conditions constitutes a legal, valid and binding obligation , enforceable against you in accordance with its the terms of this Terms and Conditions;

11.5 that no other agreement, whether in writing or verbal form, exists between it and other third parties that would be to the detriment of Onefi;

12.1 You shall not assign any or all of your obligations under this Terms andConditions to any third party without the prior written consent of Onefi.

12.2 This Terms and Conditions represent the entire understanding between you and Onefi and supersedes any and all agreements prior to your acceptance of this Terms and Conditions. No statement or agreement with any of our representatives shall made before your acceptance of these terms and Conditions shall vary or modify the written terms of thisTerms and Conditions in any way whatsoever.

12.3 This Agreement shall be governed and construed under the laws of theFederal Republic of Nigeria and, in the event of a dispute, such shall be settled amicably by negotiation between the parties and if the parties are unable to resolve the dispute, then such dispute shall be subject to the jurisdiction of the courts of the Federal Republic of Nigeria.

12.4 Any amendment to this Terms and Conditions shall be made by Onefi from time to time and communicated to the you in writing

12.5 OneFi shall not be liable to you for any delay or failure to perform any obligation under this Terms and Conditions if such delay or failure is due to events which are beyond the reasonable control of OneFi, including but not limited to any strike, blockade, war, act of terrorism, riot or Act ofGod.

12.6 If any provision of this Term and Conditions is determined to be illegal,unenforceable or invalid, in whole or in part for any reason, such terms and shall be struck out of this Agreement and such provision shall not affect the legality of the reminder of this Terms and Conditions.