Terms of Service – Beaverly®

Effective Date: June 28, 2025

1. Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”) and Beaverly Innovative Systems Ltd. (“Beaverly”, “we”, “us”, or “our”), a company registered in Nigeria, regarding your access to and use of our products and services, including the Beaverly website, app, and the Chilla™ automated market instructions platform and M-II (Market Infrastructure Intelligence) execution core (“Services”).

2. Acceptance of Terms

By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to all the Terms, you may not access or use the Services.

3. Services Overview & Role of Beaverly (M-II)

Beaverly provides automated instructions infrastructure that connects to your separately licensed third-party brokerage account via authorized API access. Our function is purely technological: to interpret your chosen AI-powered strategies and transmit the resulting automated instructions in the market (the “Order Logic”) to your designated broker. We are a non-custodial technology vendor. **We are not a brokerage firm, licensed investment advisor, banking institution, or financial intermediary.** The Services are provided on a **non-advisory basis** and solely for the purpose of automating the **User's delegated automated instructions.**

4. Eligibility

You must be at least 18 years of age and have full legal capacity to use the Services. By using the Services, you warrant that all information provided is accurate, complete, and lawful. You further affirm that you have the legal right and authorization to connect your brokerage account to our Services.

5. Account and Security

You are responsible for maintaining the confidentiality of your account login credentials, including all broker API keys, OAuth tokens, and delegation authorizations.
You agree to notify Beaverly immediately of any unauthorized use or suspected breach.
We are not liable for any loss or damage resulting from your failure to safeguard your account. Beaverly does not store or access your brokerage account passwords.

6. User Delegation, Authority, and Order Execution

Delegation of Authority: By linking your brokerage account via API or OAuth, you explicitly and irrevocably delegate your full automation authority to the Chilla™ Cloud Agent (running on Beaverly’s infrastructure) to act as your personal, non-discretionary technological agent solely for the purpose of submitting orders on your behalf based on your selected strategy parameters. User Control and Instruction: The Order Logic (the trade signal, size, and timing) is defined entirely by the User's activation and configuration of the Chilla™ system. Beaverly's underlying technology (M-II) only processes and transmits this logic. Beaverly maintains no pooling or discretionary decision-making authority over the trades executed on your behalf. No Custody or Management: You acknowledge that Beaverly does not hold, manage, or custody your funds at any time. All capital remains held by your third-party broker, which is solely responsible for trade execution, client money protection, best execution obligations, and regulatory reporting. Hosting vs. Execution: You understand and agree that Beaverly is hosting the compute space where your automated instructions (Order Logic) run, but we are not the executing party or the financial intermediary. The order initiation and automation remain legally attributed to you as the end-user. All strategy templates and logic made available within Chilla™ are provided as generic automation frameworks and do not constitute personalized investment advice or recommendations regarding any security or instrument.

7. Payment, Billing & Refund Policy

Certain features of the Services require payment. All fees are charged in advance and are non-refundable, except as required by applicable law. Payments are processed securely via Paystack. We reserve the right to suspend your access in cases of non-payment, chargebacks, or suspected fraud. All fees charged by Beaverly are solely for the provision of the technology infrastructure and computational power (Software as a Service - SaaS) and are not connected to trade execution volume or profits.

8. License and Restrictions

We grant you a limited, non-exclusive, non-transferable license to access and use the Services. You agree not to:

Reverse-engineer, copy, or modify our software or algorithms (Chilla™ and M-II)
Exploit or republish any platform data without authorization
Use the Services for any unlawful or unauthorized purpose, including but not limited to market abuse or manipulative trading practices.

9. Risk Disclosure and Disclaimer

Trading financial instruments involves substantial risk of loss and may not be suitable for all investors. Beaverly does not offer any guarantee of profit or prevention of losses. Past performance is not indicative of future results. The use of our automation tools, including Chilla™ and the M-II core, involves inherent technical and market risk. You are solely responsible for:

All market decisions, including the choice of strategy, risk parameters, and capital allocation.
Losses or damages arising from market activity, third-party platform (broker) failures, latency, data inaccuracies, or service interruptions.

10. No Fiduciary Duty

Beaverly expressly disclaims any and all fiduciary duty to you. You acknowledge that we do not act as your financial advisor, tax advisor, or fiduciary. You are solely responsible for determining the suitability of the Services for your personal or business needs and are advised to consult licensed professionals where necessary.

11. Intellectual Property

All content, branding, designs, code, data, trademarks, and intellectual property related to Beaverly and Chilla™ (including the M-II execution core) are owned by or licensed to Beaverly Innovatives Systems Ltd. You may not copy, reproduce, or use any materials without prior written consent.

12. Termination

We reserve the right to terminate or suspend your account at our sole discretion, with or without notice, if you violate these Terms or misuse the Services. You may cancel your account at any time. Termination does not relieve you of any outstanding obligations. Upon termination, we will immediately cease transmitting Order Logic to your designated broker.

13. Indemnification

You agree to indemnify, defend, and hold harmless Beaverly, its officers, directors, affiliates, and employees from any claims, losses, damages, or expenses (including legal fees) arising from your use of the Services or your violation of these Terms, including any regulatory inquiries or actions resulting from your use of the Services.

14. Limitation of Liability

To the fullest extent permitted by law, Beaverly shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, revenue, data, or use, whether based in contract, tort, strict liability, or otherwise. Our aggregate liability to you for any and all claims arising out of or relating to the Services is limited to the amount of fees paid by you to Beaverly in the three (3) months preceding the event giving rise to the claim.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

16. Changes to These Terms

We may update these Terms periodically. Material changes will be notified to users via email or dashboard alerts. Continued use of the Services after such changes constitutes acceptance of the updated Terms.

17. Contact Information

If you have any questions or concerns about these Terms, please contact us at:

Beaverly Innovative Systems Ltd.
Email: legal@beaverlyai.com
Website: https://beaverlyai.com

Disclaimer: Beaverly® is not a licensed broker-dealer or financial advisory firm. We provide autonomous execution infrastructure that connects to your broker account.