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OMNI* is a digital platform designed to provide financial services to unbanked Financial Institutions, operated and powered by Sterling Bank Plc. (“Sterling”, “we”, “us”, and “our").

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before accessing or using the OMNI* Platform/website and mobile applications (collectively referred to as “the Platform”)developed and operated by Sterling Bank Plc ("us", "we", "our", “Sterling”).

These terms govern and apply to your access and use of the suite of services on the Platform. By accessing and using the Platform, you agree to be bound by these terms and all other terms and policies that appear on the Platform. If you do not wish to be bound by any of these Terms of Use, you may not use the Platform or the Services.

MEANING OF WORDS USED IN THIS TERMS

“Customer” means a customer of Sterling who has or operates a profile on the Platform and is named in the application form but where two individuals or businesses are named, either or both are customers.

“Access code, Passcode, Username and Password” means the enabling code with which you access the Platform and which is known to you only. “Instruction” means the customer’s request to access the Services through the Platform.

“Platform” means OMNI*

“Profile” means a page containing a user’s platform

“Service” means financial products and proposition

“You”, “your”, “yourself” and “User” means the individual user of the Services

OUR SERVICES

The scope of the Services provided to you through the Platform include funds investment, credit facilities, financial advisory, collection or Liquidity Management Services and Cheque Management Services

ACCOUNT ENROLLMENT AND USE OF ACCOUNT

You hereby certify that you are (i) physically located or are a resident of the State or Country you have chosen as your current residency when creating your Profile and (ii) the registration information provided including your registered address, business objects, names of key management, shareholding information etc. are accurate. You agree to provide “Contact Information” (your personal contact and/or a close family member/relation) to your Provider (as may be necessary for accessing some of our services on the Platform where knowledge of your location is crucial).

To access the Service, firstly, you need to enroll to create a corporate profile (“Account”), by providing certain information. In exchange for your use of thhe Service and, if applicable, in order to allow providers send notices to you. You agree to: (i)provide true, accurate, current and complete information about your Organization as prompted by our Account enrolment form and (ii) each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, we reserve the right to refuse any future request(s) to use the Platform. You shall at all times remain responsible for maintaining the confidentiality of your Account password/access code or passcode and username (if any) and any other security information related to your Account. We will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.

You hereby agree to indemnify and hold the Bank harmless from and against all losses, costs, expenses or liabilities (including reasonable legal fees) arising out of or in connection with Your use of the Platform.

ACCESS RIGHTS.

We hereby grant to you a limited, non-exclusive, non-transferable right to access thePlatform and use the Services as permitted under these Terms and any separateagreements you may subsequently enter with us (“Access Rights”). We reserve the right, in our sole discretion, to deny or suspend use of thePlatform or Services to anyone for any reason.

You agree that you will not, or attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (b) use thePlatform or Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of thePlatform or Services; (d) distribute viruses or other harmful computer code through thePlatform; or (e) otherwise use the Services orPlatform in any manner that exceeds the scope of use granted above.

ACCOUNT SECURITY

You are solely responsible for maintaining the confidentiality of the username and password that you create during the registration process, and you are solely and fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify us of any loss or unauthorized use of your username or password or any other breach of security related to your account, and (b) ensure that you exit from your account at the end of each session. In no circumstance whatsoever shall we be liable for any loss or damage arising from your failure to comply with this provision. We strongly advise against the use of public infrastructure when accessing your account as your personal information may become compromised.

MINIMUM SYSTEM REQUIREMENTS

The Platform will only work on compatible devices and operating systems and certain functionality will only work if your Device is connected to the Internet. Some features may only be available with certain operating systems.

INTELLECTUAL PROPERTY

All of the content available on or through the Services on the Platform are the sole and exclusive intellectual property of Sterling or our licensors and same are protected by copyright, trademark, patent, trade secret and other intellectual property law. You agree to retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and not to alter, obscure or obliterate any of such notices You agree not to reproduce, re-transmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the Service to any third party. We and/or our licensors own the copyright to all software and accompanying documentation made available for download from the platform. Any copy made of information obtained from or through the Platform must include all applicable copyright notices.

The license granted herein does not permit you to, and you agree not to: (i) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service; or (ii) transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party or use the Service to provide service bureau, time sharing or other services to third parties. We reserve all rights not expressly granted to User.

CHARGES

You may be charged by your Service Provider for downloading and or/accessing the Platform on your mobile phone, tablet or other handheld device ‘the Device”. These may include data roaming charges if you do this outside your home territory. All these charges are solely your responsibility. If you do not pay the bills for your Device, then we assume that you have the permission from the person that does before incurring any of these charges. You agree to pay our charges for transactions and money transfer or Bills payment which you initiate. Clear information on the charges can be viewed while making the payments. Should these charges not be acceptable to you, please do not consummate the transaction as your conclusion of the transaction will be taken as your consent to the charges.

Furthermore, you consent and acknowledge that the information provided in other to access the Services is true, accurate, current and complete. You are obligated to confirm that the information is accurate as we will not be liable for any liability for concluding a transaction with the details you supply.

LIMITATIONS OF LIABILITY

Under no circumstances shall we, our licensors or any affiliated third party who promotes the Service or provides you with a link to the service, be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, loss profits, business interruption, loss data or otherwise) arising from or in connection with your use of the service, whether by a breach of contract, negligence, strict liability, malpractice or otherwise, even if you have been advised of the possibility of suchdamages.

AMENDMENTS TO THE TERMS OR SERVICES

We reserve the right to add to, change, discontinue, temporarily or permanently, any service or amend or remove portions of this Terms at any timewithout notice. If any law regulates that change, we will only make the change to the extent permitted by, and subject to, the requirements of that law. Notification of amendments will be provided via notifications on the Platform, email or any other designated channel of communication. Nevertheless, please check these Terms and Conditions regularly for updates as changes shall be effective immediately, and we may indicate the date of such revision.

In addition, we may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, or content. We may also impose limits on certain features and service or restrict your access to parts or all of the Platform or the Services provided without notice or liability. You agree that the Bank will not be liable to you or any third party for any modification or discontinuation of the service.

By continuing to access or use our Service after amendments or modifications become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you may discontinue the use of the Platform.

DISCLAIMER

Access to the Services and the information contained herein is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties of any kind, either express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, we do not warrant that access to the Platform of Services will be uninterrupted or error-free, or that defects, if any, will be corrected.

You expressly agree that your use of the Platform and your access to the Services is at your sole risk.

We make no warranty or condition that (i) the services will meet your requirements, or (ii) the services will be uninterrupted, timely, secure, or error-free, or (iii) the services accessed will meet your expectations. Furthermore, we do not make any promises as to the accuracyor completeness of the content or information that appears on the Platform.

You shall be solely and fully responsible for any damage to the Platform or any computer system, any loss of data, or any improper use or disclosure of information on the Platform caused by you or any person using your username or password.

CONFIDENTIALITY

In providing you with the Services on the Platform, we will comply with the relevant Data Privacy Regulations in force from time to time and maintain safeguards to protect the security of your account information. Additionally, the information you provide on the Platform is legally confidential, except for certain legal exceptions as

may be applicable. We make reasonable effort toward ensuring that your personal information is secure. Information regarding our use of personal information is provided in our Privacy Policy.

Certain communication such as appointment reminders, service announcements, privacy notices, administrative messages and other communications about the Services may be made by us via email. We cannot ensure the security or confidentiality of messages sent through such medium but we will make reasonable effort to ensure that information relating to your account or debit cards,are stored on secure, encrypted servers, secured and protected from loss, theft or unauthorised retrieval or transmission.

You hereby consent to our engagement of third parties to perform, provide, or support the performance or provision of, all or any portion of the Service and you further acknowledge and agree that they may receive access to your personal information in the provision of the services hereunder.

PROHIBITED ACTIVITIES

We reserve the right to investigate and terminate your use of the Platform if you have misused the Service or behaved in a way which could be regarded as inappropriate or engaged in conduct that is unlawful or illegal. The following activities (without limitation) are prohibited uses of the Platform:

•You will not express or imply that any statements you make are endorsed by Us without our specific prior written consent.

•You will not use any robot, spider,Platform search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.

•You will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right., or violating any third-party privacy right.

•You will not interfere with or disrupt the Services or the servers or networks connected to the Service, including any security or access control mechanism.

•You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

•You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Platform.

•You will not “frame” or “mirror” any part of the Platform, without our prior written authorization.

•You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble or modify any portion of the Platform or any software used on or for the Service or cause or enable others to do so.

•You will not use the Platform if you are prohibited under applicable law from using the Platform.

•You will not conduct activities that may be harmful to others or that could damage the reputation of the Platform.

•You will not post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libellous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

•You will not make any unsolicited offer or advertisement to another user of the Platform or attempt to collect personal information or other information about another user or third party without their consent.

•You will not perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other Service account without permission, or falsifying your account registration information.

•You will not modify, translate, or create derivative works, adaptations or compilations of, or based on, the Platform or part thereof, or use, copy or reproduce the Platform or any part thereof other than as expressly permitted in this Terms.

FORCE MAJEURE

To the fullest extent permitted under applicable law, we will be excused from performance under these Terms for any period that we are prevented from or delayed in performing any obligations pursuant to this Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e); (f) unauthorized access to our information technology systems by third parties; or (g) other causes beyond our reasonable controland contemplation.

ASSIGNMENT

You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder or your OMNI* profile in any way (by operation of law or otherwise). To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.

DISPUTE RESOLUTION

We will use our best efforts to resolve any issue that may arise from the use of the Platform. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. In the event we cannot resolve a dispute between us, you agree that all matters related to any use or access to the Platform or the services shall be referred to Mediation at the Lagos Multidoor Courthouse, in accordance with the Lagos State Multidoor Courthouse Rules 2007.

TERMINATION

You can deactivate, cancel or close your account any time you want. If you’d like to, please contact us. Once your account is closed, you won’t be able to access the account again. We also reserve the right to suspend your account or stop you using the Platform or Services immediately for any reason including to maintain security, if:

• You have violated or breached the terms and conditions or the Bank’s policies

• You pose an unacceptable credit or fraud risk

• We suspect fraud or an attempt at fraud

• You engage in fraudulent or illegal conduct

• You give us false, incomplete or misleading information at any time

• You have broken the law or attempt to break the law

If your Account is closed or terminated for any reason or no reason, you agree:

(a) that you will immediately be denied access to the Platform,

(b) that we have the right to delete all of your information and Account data in accordance with our record-keeping policies and applicable law, and

(c) that we shall be not be liable to you or any third party for any compensation, reimbursement, or damages in connection with any termination or suspension of the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WAIVER

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

SEVERABILITY

If any of this terms is judicially determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the same shall be stricken from this terms, and such provision shall not affect the legality, enforceability, or validity of the remainder of this terms. The stricken provision maybe replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in term to the stricken provision as is legally possible.

GOVERNING LAW

These Terms of Use and your use of the Platform shall be governed by the laws of thethe Federal Republic of Nigeria, without giving effect to the principles of conflict of laws.

CONTACT US

In the event of loss or theft of the System or compromise of the security of the provided e-mail account, call Customer Care on +234700822000 or e-mail [email protected], and immediately notify the bank in writing within 24 hours of the loss/theft of device and e-mail/password compromise.