Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the SCRS website located at scrs.ng, the SCRS portal located at portal.scrs.ng, and any related products, services, applications, features and digital tools provided by SCRS ("SCRS", "we", "us" or "our").

By creating an account, accessing the SCRS platform, purchasing a service or otherwise using SCRS, you acknowledge that you have read, understood and agreed to be bound by these Terms.

2. About SCRS

The Share Certificate Repository System (SCRS) is a digital platform designed to facilitate the creation, management, storage and verification of share certificate records.

SCRS is intended to support corporate administrators, CAC Agents, Company Secretaries, companies, shareholders and other authorised users in managing share certificate documentation digitally.

Use of SCRS does not constitute legal advice, corporate secretarial advice, regulatory approval or confirmation that a company has complied with every requirement imposed by applicable Nigerian law.

3. Eligibility

You must provide accurate information and have the legal capacity necessary to enter into these Terms.

Where you use SCRS on behalf of a company, client or other organisation, you represent that you are authorised to act for that organisation and to submit or manage information on its behalf.

4. User Accounts

Certain SCRS services require you to create an account. You are responsible for maintaining the confidentiality of your login credentials and for activities carried out through your account.

You agree to provide complete, accurate and current information when creating and maintaining your account.

You must notify SCRS promptly if you suspect that your account has been accessed without authorisation or that your login credentials have been compromised.

5. SCRS Services

SCRS may provide functionality including, but not limited to:

• Creation and management of share certificate records.
• Digital generation of share certificates.
• Storage and retrieval of certificate information.
• Certificate identification and verification.
• Management of shareholder information submitted by authorised users.
• Corporate record-management tools.
• Other features introduced by SCRS from time to time.

SCRS may modify, improve, suspend or discontinue individual features where reasonably necessary to maintain, improve or secure the platform.

6. Share Certificates

Users are responsible for ensuring that the information supplied for the creation of a share certificate is accurate, complete and authorised.

This may include company details, registration information, shareholder names, class of shares, number of shares, dates, signatures and other relevant corporate information.

Companies and authorised professionals remain responsible for ensuring that certificates correspond with the company's applicable corporate records, including its register of members and relevant corporate documentation.

7. Certificate Verification

SCRS may provide digital verification tools that allow a person to verify information associated with a share certificate.

Verification confirms the information available in the relevant SCRS record at the time of verification. It should not be interpreted as independent legal confirmation of every aspect of a company's ownership, corporate history or statutory compliance.

Users must not attempt to manipulate, circumvent, falsify or interfere with SCRS verification systems.

8. User Information

You are responsible for ensuring that information you submit to SCRS is accurate and that you have the appropriate authority or permission to submit and process such information.

SCRS may process information submitted by users for the purpose of providing, maintaining, securing and improving the services.

The handling of personal information is also subject to the SCRS Privacy Policy.

9. Payments & Fees

Certain SCRS services may require payment of applicable fees. Where payment is required, the applicable price will be displayed before the transaction is completed.

Payments may be processed through third-party payment providers. SCRS does not ordinarily store complete payment-card information where such information is processed directly by the applicable payment provider.

Unless otherwise stated at the point of purchase or required by applicable law, fees paid for services already delivered may not be refundable.

10. Prohibited Use

You must not use SCRS to:

• Submit false, fraudulent or misleading information.
• Create or manipulate records without proper authority.
• Fraudulently represent ownership of shares.
• Attempt to gain unauthorised access to another user's account.
• Interfere with the security or operation of SCRS.
• Reverse engineer or attempt to reproduce protected components of the platform.
• Use automated systems to abuse or overload the platform.
• Use SCRS for unlawful purposes.
• Engage in conduct that could damage SCRS, its users or the integrity of certificate records.

11. Intellectual Property

Unless otherwise stated, the SCRS platform, software, interface, branding, logos, designs, text, graphics, databases and other materials made available through SCRS are owned by or licensed to SCRS and are protected by applicable intellectual property laws.

Nothing in these Terms grants you ownership of SCRS intellectual property.

You retain responsibility for information and materials that you submit to the platform, subject to the rights necessary for SCRS to provide its services.

12. Service Availability

SCRS aims to provide a secure and reliable service. However, continuous or uninterrupted availability cannot be guaranteed.

The platform may occasionally be unavailable because of maintenance, upgrades, security measures, technical failures, hosting issues, network disruptions or circumstances outside SCRS's reasonable control.

13. Limitation of Liability

To the extent permitted by applicable law, SCRS will not be liable for losses arising from inaccurate, incomplete or unauthorised information submitted by a user.

SCRS will also not be responsible for losses resulting from a user's failure to maintain the confidentiality of account credentials, unauthorised access caused by the user's actions, or reliance on information that the user has not independently verified.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

14. Suspension & Termination

SCRS may suspend or restrict access to an account where it reasonably believes that the account has been used in breach of these Terms, poses a security risk, or is involved in fraudulent, unlawful or abusive activity.

Users may discontinue their use of SCRS at any time, subject to any outstanding obligations under these Terms.

15. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, subject to any mandatory provisions of applicable law.

Any dispute arising from or relating to these Terms or the use of SCRS shall be subject to the jurisdiction of the appropriate courts in Nigeria.

16. Contact SCRS

If you have questions regarding these Terms, your SCRS account, certificate records or use of the platform, please contact SCRS through the official contact channels provided on the SCRS website.