Legal

Terms of Service and Use

Last Updated: 17 July 2026Company: Co-op Debenture Exchange (Private) LimitedRegistration No: 40508A0242025Platform: Co-ops Africa App

These Terms of Service ("Terms") govern your access to and use of the Co-ops Africa App, proprietary technology, and related services provided by Co-op Debenture Exchange (Private) Limited ("Co-ops Africa", "we", "us", or "our"). By registering an account or using the platform, you agree to be bound by these Terms.

1. Nature of the Platform

The Co-ops Africa App is a specialized digital infrastructure designed to facilitate the structuring, issuance, regulatory review, and private placement of Commodity-Backed Debentures by registered Cooperative Societies.

Co-ops Africa acts solely as a technology provider and platform facilitator. We do not act as a broker-dealer, financial advisor, or underwriter. All debentures issued through the Co-ops Africa App are direct obligations of the issuing Cooperative Society, not of Co-ops Africa.

2. User Categories and Obligations

Cooperative Societies (Issuers)

Must be duly registered and in good standing under the Co-operatives Act [Chapter 24:05].
Are solely responsible for the accuracy, legality, and completeness of all compliance documents, prospectuses, and listing forms generated via the platform.
Must ensure that all claims regarding commodity securitization and insurance backing the debentures are factual, verifiable, and legally binding.

Investors

Acknowledge that participation on the platform is by invitation or qualification only, strictly on a Private Placement Basis.
Are responsible for conducting their own independent due diligence before purchasing any debenture.
Must comply with all Anti-Money Laundering (AML) and Know Your Customer (KYC) onboarding requirements prior to accessing prospectus materials or executing transactions.

Regulators (Statutory Oversight)

Designated officials (e.g., from the Registrar of Co-operatives or the Securities and Exchange Commission of Zimbabwe) are granted dedicated portal access strictly for the review, approval, or rejection of cooperative applications and debenture issuances in accordance with statutory mandates.

3. Strict Private Placement Framework

To ensure strict compliance with securities regulations:

No debenture listed on the Co-ops Africa App constitutes a "public offering" or public solicitation of securities.

Access to detailed prospectuses, financial models, and subscription agreements is securely gated and restricted exclusively to registered, verified, and qualified investors.

Issuers are strictly prohibited from marketing their Co-ops Africa-listed debentures to the general public outside the secure confines of the platform.

4. Regulatory Compliance and Anti-Money Laundering (AML)

Co-ops Africa is committed to total market integrity and compliance with national financial regulations.

KYC/CDD

All users must undergo rigorous Customer Due Diligence (CDD) and identity verification before transacting.

Transaction Monitoring

To mitigate Money Laundering (ML), Terrorist Financing (TF), and Proliferation Financing (PF) risks, all platform transactions are subject to continuous monitoring.

Reporting

Co-ops Africa reserves the right to report any suspicious activity, without prior notice to the user, to the Financial Intelligence Unit (FIU) or relevant competent authorities, in accordance with applicable laws.

5. Smart Contracts and Technology Use

Where Cooperative Societies elect to utilize Co-ops Africa's tokenization and distributed ledger technology to issue and settle debentures:

Users acknowledge that the operational logic of the issuance is governed by automated digital protocols (smart contracts).

While Co-ops Africa implements robust cyber-security safeguards, users accept the inherent technological risks associated with digital networks, electronic settlement, and platform connectivity.

6. Disclaimers and Limitation of Liability

No Guarantee of Returns

Co-ops Africa makes no representations or warranties regarding the performance, yield, or capital security of any debenture listed on the platform.

Platform Functionality

The Co-ops Africa App is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted access or error-free operation.

Liability Cap

To the maximum extent permitted by law, Co-ops Africa, its directors, and its affiliates shall not be liable for any direct, indirect, incidental, or consequential damages resulting from an issuer's default, commodity failure, or an investor's reliance on platform-generated prospectuses.

7. Intellectual Property

All intellectual property rights in the Co-ops Africa App, including but not limited to source code, user interfaces, database structures, and platform branding, remain the exclusive property of Co-op Debenture Exchange (Private) Limited. Users are granted a limited, non-exclusive, non-transferable license to use the platform for its intended purpose.

8. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Zimbabwe. Any dispute arising out of or in connection with these Terms, or the use of the Co-ops Africa App, shall be subject to the exclusive jurisdiction of the competent courts of Zimbabwe.

Additional Provisions

The following provisions further clarify Co-ops Africa's role and responsibilities as a technology provider.

Pure Technology & Software Provider Status

Co-op Debenture Exchange (Private) Limited is a Fintech Software-as-a-Service (SaaS) provider. Co-ops Africa is not a bank, microfinance institution, registered securities exchange, or Virtual Asset Service Provider (VASP).

The Co-ops Africa App is strictly an administrative, technology-driven toolset. The platform provides software modules that automate document compilation, structure compliance workflows, and host digital interfaces. Co-ops Africa does not issue, underwrite, manage, or broker the debentures listed on the platform. All financial instruments created, deployed, or managed via the app are entirely issued and managed by the independent Cooperative Societies themselves.

Onus of Statutory Compliance

The responsibility for regulatory filings, approvals, and legal compliance rests solely on the participating entities:

For Cooperative Societies

The utilizing Co-op is entirely responsible for ensuring its operations, bylaws, and debenture caps comply with the Co-operatives Act [Chapter 24:05]. The software's regulatory portal is provided to make communication easier, but it does not replace the Co-op's direct legal duties to the Registrar of Co-operatives.

For Virtual Asset and Tokenization Frameworks

Where a Cooperative Society elects to use distributed ledger or tokenization models to fractionalize their commodity-backed debentures, the issuing Co-op assumes the status of the entity interacting with the digital asset landscape. Co-ops Africa merely licenses the software protocol to the Co-op. The Co-op must ensure its specific tokenized issuance aligns with any applicable local rules, including any requirements under Statutory Instrument 99 of 2026.

No Public Offering or Financial Intermediation

Strict Private Placement

This platform does not host public securities. The software functions exclusively as a gated, secure portal for private placements. Access to any project documentation is restricted to qualified individuals who have a direct, private relationship with the issuing cooperative.

No Custody of Funds

Co-ops Africa does not clear, hold, or settle investor funds on its own balance sheet. All investment routing, escrow accounts, and capital clearing occur directly between the investor and the designated commercial banking partner of the issuing Cooperative Society.

Source of Information & Document Accuracy

All prospectuses, financial models, commodity assurance certificates, and insurance policies visible through the app are uploaded and verified exclusively by the respective Cooperative Societies.

Important Legal Notice: Co-ops Africa does not audit, cross-examine, or legally guarantee the accuracy or truthfulness of the information provided by the cooperatives. Regulators and investors must review the primary source documents provided by the Co-op's management.

Indemnification and Limitation of Liability

By using this platform, all users (including Cooperatives, Investors, and Third-Party Observers) acknowledge that Co-ops Africa provides software infrastructure only. Co-ops Africa, its software developers, and its parent entities are fully indemnified against any financial losses, crop/commodity failures, default events by an issuing cooperative, or changes in regulatory frameworks that impact the validity of a cooperative's private placement.