(Pursuant to SEC Nigeria Guidelines and Applicable Nigerian Financial Regulations)
Toogeda.com is an open investment platform duly committed to the protection of retail and institutional investors in accordance with the regulatory framework of the Securities and Exchange Commission (SEC) Nigeria, the Companies and Allied Matters Act (CAMA) 2020, and the standards of the National Insurance Commission (NAICOM).
- Mandatory Investment Insurance Requirement
In alignment with SEC Nigeria’s investor protection objectives and pursuant to Rule 27 of the SEC Consolidated Rules and Regulations, Toogeda.com mandates that all investment opportunities listed on the platform must be backed by investment insurance coverage.
All listed investment offerings shall be insured by licensed insurance companies regulated by NAICOM, and such insurance shall provide protection against defined financial loss scenarios, including but not limited to issuer default, asset devaluation, or non-performance of underlying assets, subject to the specific terms of each insurance policy.
- Verification of Insurance Policies and Insurer Accreditation
Toogeda.com shall independently verify all submitted insurance documentation to ensure:
The insurer is duly registered and in good standing with NAICOM;
The policy coverage is valid, enforceable, and consistent with the nature of the advertised investment;
The limits of indemnity and scope of coverage provide a reasonable level of protection to investors, subject to policy terms.
Only investment listings with verified insurance from accredited insurers will be approved for listing on Toogeda.com.
- Disclosure and Risk Statement
Investors are hereby advised that:
Investment insurance does not eliminate all risks associated with investing, nor does it constitute a full capital guarantee;
Insurance coverage may be subject to limitations, exclusions, waiting periods, or claim conditions;
Toogeda.com does not offer, underwrite, or manage insurance policies, and is not liable for the denial, delay, or default in payment of any insurance claim by the underwriter.
Comprehensive insurance documentation, including the certificate of insurance and policy summary, will be made available to all prospective investors as part of the offering disclosure requirements under SEC Nigeria’s Investment Crowdfunding and Platform Rules.
- Regulatory Compliance and Reporting
Toogeda.com operates in accordance with:
SEC Nigeria Rules on Crowdfunding (2021) and other relevant circulars and amendments;
NAICOM Guidelines on Investment-Linked Insurance Products;
CAMA 2020, as it relates to corporate disclosures, fiduciary responsibility, and investor rights.
Any platform operator, issuer, or sponsor found to have submitted falsified or misleading insurance documentation will be subject to delisting, regulatory reporting, and possible legal action under applicable Nigerian laws.
Important Disclaimer
This document is for informational purposes only and does not constitute financial advice, a prospectus, or an invitation to the public to invest. Investors are strongly advised to conduct independent due diligence and consult licensed financial and legal advisers before making any investment decisions.
Toogeda.com Escrow Policy
Jurisdiction: Lagos State, Nigeria
Platform: Toogeda.com
- Introduction
Toogeda.com (“the Platform”) is an open investment platform that connects investors with vetted investment opportunities across various sectors. To ensure trust, transparency, and accountability, Toogeda.com implements an escrow policy governing how investor funds are received, held, and disbursed to listed investments.
This Escrow Policy defines the rights, responsibilities, and procedures for all parties—namely, the Investors, the Listed Investment Entities (“Issuers”), and Toogeda.com.
- Definitions
Investor: Any individual or entity who invests funds via Toogeda.com.
Issuer: A listed business or investment opportunity seeking capital through Toogeda.com.
Escrow Account: A secure, third-party-controlled bank account designated to hold investor funds until pre-agreed conditions are met.
Escrow Agent: A licensed and regulated financial institution or fiduciary responsible for holding and disbursing escrow funds.
Funding Threshold: The minimum capital amount required for an investment campaign to be deemed successful.
Disbursement Conditions: The conditions under which escrowed funds are released to the Issuer.
Refund Conditions: The conditions under which escrowed funds are returned to investors.
- Escrow Account Details
Toogeda.com partners with a licensed Nigerian financial institution or regulated escrow service provider to manage all escrow accounts.
Escrow accounts are held separately from Toogeda.com’s operational accounts.
Each investment opportunity has a designated sub-account or unique reference within the escrow structure for auditability.
- Process Flow
4.1. Investment Initiation
Investors select an active listed investment opportunity and transfer funds to the designated escrow account via approved payment methods.
Investors receive a payment confirmation and escrow receipt via email and through their dashboard.
4.2. Funds Holding
All funds are held in escrow until the campaign’s Funding Threshold and Disbursement Conditions are met.
No funds are released to the Issuer during the fundraising period.
4.3. Campaign Outcome
If the investment campaign is successful (i.e., Funding Threshold met within the campaign period):
Funds are released to the Issuer only upon fulfillment of pre-agreed Disbursement Conditions (see Section 5).
If the campaign is unsuccessful:
Funds are refunded to the Investors in full, less applicable payment processing charges (if any).
- Disbursement Conditions
Funds shall be released from escrow to the Issuer only when the following are met:
Funding Threshold Met: The minimum required capital has been raised.
KYC/AML Verification: The Issuer has passed all Know Your Customer (KYC) and Anti-Money Laundering (AML) checks.
Investment Agreement Execution: All legal documentation between Toogeda.com, the Issuer, and the Investors is duly signed.
Compliance Clearance: Regulatory or sector-specific approvals (if applicable) have been secured.
Use of Funds Statement: The Issuer has submitted a breakdown of intended fund utilisation.
Board or Escrow Committee Approval (if applicable): Internal Toogeda.com approval committee has validated the disbursement.
- Refund Policy
Investor funds shall be refunded in the following scenarios:
Campaign Failure: If the Funding Threshold is not met within the stipulated period.
Voluntary Withdrawal by Issuer: If the Issuer withdraws their investment campaign before disbursement.
Material Breach: If the Issuer violates any terms of listing or fails compliance checks.
Investor-Initiated Withdrawal: Allowed only within the investment window and before campaign closure, subject to platform terms.
Refunds will be processed within 5–10 working days, excluding delays caused by third-party payment processors or banks.
- Escrow Agent Responsibilities
The appointed Escrow Agent shall:
Maintain accurate records of all deposits and disbursements.
Provide periodic reconciliation reports to Toogeda.com and relevant regulators.
Ensure funds are held securely in compliance with Nigerian financial regulations.
Release funds only on written instructions from Toogeda.com, following confirmation of all disbursement conditions.
- Fees and Charges
Escrow services are provided at no direct cost to Investors.
The Issuer may bear escrow-related fees as part of their campaign costs.
In case of refunds, non-recoverable bank or payment gateway charges may be deducted.
- Regulatory Compliance
Toogeda.com ensures that escrow operations are compliant with:
Central Bank of Nigeria (CBN) regulations.
Securities and Exchange Commission (SEC) Nigeria guidelines (where applicable).
Anti-Money Laundering (Prohibition) Act.
Data Protection and Privacy Laws, including the Nigeria Data Protection Act (NDPA).
- Risk Disclosure
Toogeda.com does not guarantee returns on investments.
The use of escrow mitigates certain risks but does not eliminate all investment risks.
Investors are advised to carry out due diligence before investing.
- Dispute Resolution
Any disputes relating to escrow transactions shall first be addressed through mediation facilitated by Toogeda.com.
If unresolved, the matter shall be escalated to the Escrow Agent and, if necessary, to the appropriate courts of Lagos State under Nigerian law.
- Policy Amendments
Toogeda.com reserves the right to amend this Escrow Policy at any time. Investors and Issuers will be notified of changes via email and platform announcements. Continued use of the platform after any amendment constitutes acceptance of the new terms. - Contact Information
For further inquiries regarding this Escrow Policy, please contact:
Toogeda.com Escrow Operations
[Insert Address]
Lagos, Nigeria
📧 Email: escrow@toogeda.com
📞 Phone: +234-XXX-XXX-XXXX
Approved By:
[Insert Name]
Chief Compliance Officer
Toogeda.com