TERMS AND CONDITIONS FOR THE NGAO CREDIT LIMITED

THE AGREEMENT

1.1 These terms and conditions (“hereinafter referred to as the Terms and Conditions”) form the contract between You (as hereinafter defined) and Ngao Credit Limited (“hereinafter referred to as NCL”) and together with the Repayment Terms (as hereinafter defined) and our Data Privacy Statement contain the complete Terms and Conditions which shall be applicable to the NCL Digital Credit Services (as hereinafter defined).

1.2 These Terms and Conditions take effect on their date of publication. Any amendments or variations thereto shall take effect as set out herein below.

1.3 You have the right to seek independent legal counsel in order to fully understand the implications and potential consequences of agreeing to these Terms and Conditions prior to clicking the “Accept” button. By clicking the “Accept” button, you indicate that you have read, understood and agreed to be bound by these Terms and Conditions (as may be amended, supplemented and varied from time to time).

IT IS AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATIONS

2.1In these Terms and Conditions, the following words and expressions bear the following meanings:

2.1.1 “Data Privacy Statement”

means the NCL document that explains the personal data that we collect from you, how we process it and for what purposes.

2.1.2 “NCL,” “We”

means Ngao Credit Limited;

2.1.3 “Borrower,” “You”

means the person or customer who makes a Request to NCL and includes the personal representatives of such person;

2.1.4 “Call Centre”

means NCL’s designated department that handles all customer care related queries and complaints;

2.1.5 “Charges”

means the fees applicable for the Facility and contained under Schedule 1 Part B, below;

2.1.6 “Collateral”

means an asset pledged as security by the Borrower to NCL to secure a Facility and includes a motor vehicle, shares or such other security that may be pledged and accepted by NCL to secure the Borrower’s obligations;

2.1.7 “Device”

includes your mobile phone handset, Sim Card and/ or other device which when used together enables you to access the Digital Credit Services;

2.1.8 “Designated Account”

has the meaning set out in clause 6.6;

2.1.9 “Digital Credit Services, “Services”

means any form of financial services or Facility that NCL may offer you pursuant to this Agreement and as you may from time to time subscribe to via the NCL Digital Platforms and “Service” shall be construed accordingly;

2.1.10 “Digital Platform”

means the electronic online lending channels approved or launched by NCL to facilitate the borrowing and lending of a Facility and includes the NCL mobile application (NCL App) and USSD channels and any other digital channels as may be approved by NCL from time to time.

2.1.11 “Event of Default”

has the meaning given in clause 14;

2.1.12 “Facility”

means any loans or funds advanced to the Borrower by NCL pursuant to a Borrower’s Request;

2.1.13 “Loan Statement”

means a statement of loan account provided by NCL to the Borrower via the Digital Platform detailing the current loan balance, interest charges, due dates and other information that NCL may deem necessary such as payment status;

2.1.14 “Mobile Network Operator”

means a mobile network operator licensed as such in Kenya;

2.1.15 “M-PESA Service”

means means the money transfer and payments service provided by Safaricom through the M-PESA System;

2.1.16 “Network”

means a mobile cellular network operated by a Mobile Network Operator;

2.1.17 “Product”

means the various specific type of loan facilities offered by NCL with the features stipulated in the Digital Platform including but not limited to 90 day supplier Loan, Import Finance Loan, Logbook loan, Share Secured Loan, Mobi Loan and Trade Finance Loan;

2.1.18 “Repayment Terms”

means the specific terms relating to repayment of a Facility including but not limited to repayment amount, interest and tenor as shall have been accepted by the Borrower either in writing or via the Digital Platform;

2.1.19 “Request”

means a request, application or instruction received by NCL from you or purportedly from you through the Digital Platform and upon which request NCL is authorized to act;

2.1.20 “USSD”

refers to one of NCL’s Digital Platform through which you enter a code on your mobile device to enable you access the Services;

2.1.21 “Security Agreement”

means an agreement entered into between you and NCL creating a security right over the Collateral in favour of NCL;

2.1.22 “SMS”

means a short message service consisting of a text message transmitted from one mobile to another;

2.1.23 “System”

means NCL’s electronic lending platform and communications software enabling the borrower to communicate with NCL for the purposes of these services;

2.1.24 “Third Party Partners”

means banks, telecommunication service providers, mobile money operators, payment companies, credit reference bureaus, debt recovery companies, or any other person (entity) that provides any form of service or information to us to facilitate the provision of the Services;

2.1.25 “We”, “our” “us” “NCL”

means Ngao Credit Limited a private limited liability company incorporated under the Companies Act (Cap 486 Laws of Kenya) (Now Repealed) and includes subsidiaries of NCL as may from time to time be specified by us to you and includes the successors and assigns of NCL;

2.1.26 Any Reference to:

i. Borrower shall include both the masculine and the feminine gender as well as the juristic persons;

ii. Document includes any variation or replacement of it;

2.1.27 Words importing the singular meaning where the context so admits include the plural meaning and vice versa.

2.1.28 Headings in these Terms and Conditions are for convenience purposes only and they do not affect the interpretation of this Agreement.

ACCEPTANCE OF THE TERMS AND CONDITIONS

3.1 Before registering on our Digital Platforms or making a Request, you should first carefully read and understand these Terms and Conditions which will govern the use and operation of our Digital Platform and the Services.

3.2 By downloading our App or accessing our Digital Platforms or registering an account with us, you agree to comply with and be bound by these Terms and Conditions.

3.3 You will be deemed to accept the Terms and Conditions upon clicking the “Accept” option asking you to confirm that you have read, understood and agreed to abide by the Terms and Conditions. Please note that you will not be able to access the Services if you do not accept the Terms and Conditions. If you do not agree to the Terms and Conditions, we will not offer the services to you and we do not authorize use to make use of our Digital Platform.

3.3 Furthermore, you will be deemed to have read, understood and accepted these Terms and Conditions by accessing our Digital platforms and following through all the prompts and completing a Request. You affirm that these Terms and Conditions are without prejudice to any right that NCL may have in Law or otherwise with respect to the Services.

3.4 The Borrower acknowledges that he or she fully understands the provisions of this Agreement and has entered into it voluntarily for his or her own benefit.

3.5 From time to time updates to the Digital Credit Platforms may be issued through our website or via the Digital Platforms. Depending on the update, you may not be able to use the Services until you have updated or streamed the latest version of the Digital Platform and accepted any new terms and conditions.

3.6 By using the Digital Platform or any of the Services, you consent to us collecting and using technical information about the Device and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you. If you use these Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your data to determine our credit scoring services or to improve our Services and/or your experience while using the Digital Platform.

3.7 These Terms and Conditions may be amended or varied by NCL from time to time and the continued use of the Services constitutes your agreement to be bound by the terms of any such amendment or variation. Such variation or modification shall come into effect within 30 days following notification to you. Such notification may be made via SMS or via the

Digital Platform.

3.8 These Terms and Conditions are available on our Digital Platform.

REGISTRATION

4.1 To be able to make a Request or access our Services, we require that you register by creating an account with us by following through all the prompts and accepting the Terms and Conditions.

4.2 At the initial registration, we may require you to appear physically at any of our designated branches and furnish any information or documentation as we may deem necessary to successfully complete the registration process. Failure to provide the required information or documentation within the required time may result in NCL declining to register your account.

4.3 Once successfully registered, you will be in a position to make Requests via our Digital Platforms;

4.4 You will only be required to register an account once. All other subsequent access Requests and usage of Services shall be pegged to the initial registration.

4.5 You agree to be responsible for maintaining the confidentiality of your passwords or other account identifiers which you choose and all other activities that occur on your Device.

4.6 Upon making an application for registration, you hereby agree and authorize NCL to access any information available to ascertain your identity and background including obtaining your personal information contained in the IPRS from the Government of Kenya and you further agree and consent to the disclosure and provision of such personal information by the Government of Kenya.

4.7 Upon successful registration, you are advised to familiarize yourself with the features of each Product as you shall be deemed to have understand the specific features of the Product that you choose.

4.8 If you do not accept all of these Terms and Conditions, then you should not proceed with the registration.

REQUESTS

5.1 You hereby irrevocably authorize NCL to act on all Requests received by NCL from you (or purport-edly from you) through your account and to hold you liable in respect thereof.

5.2 NCL shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which NCL may act if NCL has in good faith acted in the belief that such instructions have been sent by you.

5.3 NCL reserves the right and is entitled to accept and to act upon any Request, even if that Request is otherwise for any reason incomplete or ambiguous if in its absolute discretion, NCL believes that it can correct the incomplete or ambiguous information in the request without any reference to you being necessary;

5.4 NCL may, in its absolute discretion, decline to act on your Request in accordance with the whole or any part of your request pending further inquiry or further confirmation (whether written or otherwise) from you.

5.5 You agree to and shall release from and indemnify NCL against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to NCL having acted in accordance with the whole or any part of any of your requests (or failed to exercise) the discretion conferred upon it.

5.6 You acknowledge that NCL shall not be liable for any transaction, any activity or any incident on your Device whether or not occasioned by your negligence. You further acknowledge that to the full extent permitted by law NCL shall not be liable for any unauthorized drawing, transfer, remit-tance, disclosure, any activity or any incident on your account by the fact of the knowledge and/or use or manipulation of your Account PIN, password, ID or any means whether or not oc-casioned by your negligence

5.7 NCL is authorized to effect such orders in respect of your loan account as may be required by any court order or competent authority or agency under the applicable laws.

5.8 In the event of any conflict between any terms of any Request received by NCL from you and these Terms and Conditions, these Terms and Conditions shall prevail.

FACILITY APPROVAL

6.1 Subject to successful registration of an account with us, you may apply for a Facility through our Digital Platforms. We may at our discretion, require you to appear physically at any of our branches to furnish any such information or documentation required to assess and process your Facility application.

6.2 Upon making an application for a Facility, NCL shall assess your request according to the appli-cable loan appraisal processes of NCL and at its own discretion either approve, revise or decline the Request without necessarily giving any reasons thereof.

6.3 We reserve the right to request for further information from you pertaining to your Request for a Facility at any time. Failure to provide such information within the time required by us may result in NCL declining to accept your application.

6.4 We reserve the right to decline your application for a Facility or to revoke the same at any stage at NCL’s sole discretion and without assigning any reason or giving any notice thereto.

6.5 Where we revise a Facility Request, we shall notify you of the revised terms and require you to approve the said revised terms prior to us disbursing the Facility.

6.6 NCL’s acceptance of your application for a Facility will be displayed on the NCL App or a notifi-cation sent to you via SMS on your registered mobile number.

6.7 The proceeds of the Facility will be credited to the Borrower’s designated bank account or Mo-bile Money Account as shall have been provided by the Borrower to NCL (“hereinafter referred to as the Designated Account”) subject to any deductions on account of applicable Transaction Fees and shall be used strictly for the purpose it was applied for and approved. It shall be the responsibility of the Borrower to inform NCL of any changes to the Designated Account prior to making a Request. Where you fail to notify NCL of such changes as stipulated herein, you shall be liable to the repayment obligations notwithstanding that the Facility is credited into a different account.

6.8 If NCL requires the Borrower to pay off a debt to another credit provider as a condition of the Borrower’s loan or if the Borrower requires that a Facility or any part thereof be used to pay off such other debt, the Borrower must obtain a statement from the credit provider showing how much is required to pay off the debt and avail to NCL, and upon approval of the Facility, NCL will make a direct payment to the credit provider and pay the remainder of the Borrower’s loan to the Designated Account.

6.9 By making an application to NCL for a Facility, you authorize NCL to:

6.10access your credit history from a registered Credit Reference Bureau;

6.11 Analyse your bank or Mobile Money statements furnished to us to assess your creditworthiness and ability to meet your repayment obligations;

6.12 to register details of your conduct of your loan account with any Credit Reference Bureau pro-vided that where such conduct to be registered is negative we shall give you at least 14 days prior written notice.

REPAYMENT OF THE FACILITY

7.1 Once a Facility is disbursed to the Borrower in accordance with these Terms and Conditions, the Borrower is liable to repay the same. No cancellation of a Facility Request shall be effected by NCL after disbursement of a Facility.

7.2 The Tenor of the Facility shall be as stipulated in the Repayment Terms.

7.3 The Borrower agrees to pay interest in relation to the Facility advanced at the rate indicated in the Repayment Terms. NCL reserves the right to vary from time to time, at its sole discretion and within the limits permitted by law, the applicable interest rate upon giving at least (30) days’ notice to the Borrower.

7.4 The Borrower shall make all payments in respect of the Facility comprising of principal and in-terest in accordance with the Repayment Terms. The Borrower shall make the payments on the due dates and within the duration agreed upon in the Repayment Terms.

7.5 The Borrower shall make all payments due to NCL in respect of the Facility using the M-PESA Service via paybill no.932900 and the borrowers ID No as the account number. Where the Bor-rower wishes to make payment through NCL’s bank accounts by direct deposit or by swift transfer, the same may be made to the following bank accounts in which case the Borrower shall send the EFT/RTGS Confirmation or payment slip to our email [email protected] to enable us update the Loan Statement:

BANK: EQUITY BANK

BRANCH: COMMUNITY CORPORATE

BANK SWIFT CODE: EQBLKENA

SORT CODE: 68-018

A/C NAME: NGAO CREDIT

A/C NO. 0180293831792

BANK: I & M BANK

BRANCH: ONGATA RONGAI BRANCH

BANK SWIFT CODE: IMBLKENA

SORT CODE: 57-012

A/C NAME: NGAO CREDIT LIMITED

A/C NO. 01201085281210

7.6 No cash should be handed or paid to an employee of NCL. NCL shall not take ANY responsibility for money paid to any of its employees.

7.7 Where a payment is made on a particular date but clears on a different date, the payment made is deemed to have been received on the date funds are cleared, and not on the date of payment.

7.8 You must check your Loan Statement carefully and notify NCL as soon as possible if it includes any transaction or other entry which appears to you to be wrong or not made in accordance with your instructions. NCL reserves the right to rectify discrepancies, add and/or alter the entries in your Loan Statements, without prior notice to you. We will, however, inform you of any recti-fication, additions and or alterations effected on your statements within a reasonable time after the changes are affected. The Loan Statement issued by NCL to you in respect to a Facility ad-vanced to you shall in the absence of manifest error be conclusive evidence of the status of your account.

7.9 NCL reserves the right to call up the Facility upon which the whole of the monies remaining payable by the Borrower shall immediately become payable by the Borrower without demand if any event of default as highlighted in Clause 14 occurs.

LATE PAYMENT INTEREST

8.1 If any sum payable by the Borrower with respect to the Facility is not paid when due, then the Borrower shall (without prejudice to the exercise by NCL of any other right or remedy in favour of NCL) pay to NCL interest at the rate of 8.5% per cent over and above the then applicable rate of interest payable by the Borrower, on all monies due with effect from the lapse of 14 calendar days from the due date of payment (“Late Payment Interest”). Thereafter the Late payment Inter-est will continue to accrue after every 14 calendar days that the monies remain unpaid until settlement in full.

8.2 The Borrower acknowledges and agrees that the Late Payment Interest represents a reasonable pre-estimate of the loss likely to be suffered by NCL due to the Borrower’s default, and shall be calculated and paid in the manner as set out above.

FEES, CHARGES AND TAXES

9.1 The Borrower hereby agrees to pay NCL and NCL is entitled to deduct from your loan Facility (without reference to you):

9.1.1 all fees, commissions, costs, and other charges payable in connection with the use of our Services as indicated in Schedule 1 hereto;9.1.2all expenses incurred by NCL in suing for, recovering or attempting to recover any sum due to NCL including but not limited to legal charges which may include advocate and client charges, costs and expenses incurred in any legal, arbitration or other proceed-ings arising out of or connected with the Borrower’s failure to meet their obligations, auctioneer fees and yard storage fees;9.1.3any taxes, duties and impositions incurred in complying with your Requests as may be required under any applicable law.

9.2 All payments to be made by you in connection with these Terms and Conditions are calculated without regard to any taxes payable by you. If any taxes are payable in connection with the payment, you must pay NCL an additional amount equal to the payment multiplied by the appropriate rate of tax.

9.3 In the event of cancellation of a Facility prior to disbursement, NCL may charge a loan cancellation fee as per the cost incurred by NCL at the time of cancellation.

BORROWER’S DEVICE RESPONSIBILITIES

10.1 You shall at your own expense provide and maintain in safe and efficient operating order your De-vice for the purpose of accessing our System or Services.

10.2 You shall be responsible for ensuring the proper performance of your Device. NCL shall neither be responsible for any errors or failures caused by any malfunction of your Device, and nor shall NCL be responsible for any computer virus or related problems that may be associated with the use of our system.

10.3 You shall follow all instructions, procedures and terms contained in these Terms and Conditions and any information and/or document provided by NCL concerning the use of our system.

10.4 You agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Device. You shall ensure that your Device does not come into the possession of an unau-thorized person. NCL shall not be liable for any loss occasioned by any Third Party who comes into contact with your Device. You shall be liable to NCL for all Requests received in accordance with clause 5.1 and 5.2 above.

10.5 You shall be responsible for charges due to any service provider providing you with connection to the Network and NCL shall not be responsible for losses or delays caused by any such service provider.

10.6 You shall immediately inform NCL through our Call Centre in the event that you have reason to be-lieve that your Device has been used to complete a transaction fraudulently without your authori-zation, however NCL shall not be liable for the said unauthorized infringement.

COLLATERAL

11.1 The Facility shall be secured by the Collateral furnished by the Borrower and accepted by NCL.

11.2 You understand and agree that all loan facilities advanced via the Digital Platforms will be linked to a pre-existing Collateral. Where a pre-existing Collateral is not sufficient, we may require you to furnish additional Collateral.

11.3 Any pre-existing Collateral and pre-existing security agreement shall be used as a continuing security for any other Facility you obtain through the Digital Platform. We reserve the right to amend the initial notice with the Registrar of Security rights to capture the refinanced amount.

11.4 The Collateral furnished by the Borrower herein shall be a continuing Collateral (subject only to termination upon full repayment of the loan facility) and not be satisfied, discharged or affected by any intermediate payment or settlement of account. Unless otherwise agreed by NCL, any security that is presently held by NCL for other loans will also serve as security for a Facility under these Terms and Conditions and unless otherwise agreed with NCL no Collateral of the Borrower which is furnished with NCL shall be redeemed except on payment of all moneys advanced by NCL.

PREPAYMENTS

12.1 The Borrower may prepay the whole or any part of the loan. Upon prepayment, interest charged by the Lender shall be subject to a rebate in accordance with NCL’s rebate matrix. A Rebate is a waiver on unearned Interest charges offered to the Borrower upon early settlement of the loan facility before the lapse of the loan period. The terms of rebate matrix shall be provided to the Borrower upon request.

INSURANCE, VALUATION AND TRACKING

13.1 Insurance

13.1.1During the entire tenor of the facility until its full repayment, the Collateral must always be comprehensively insured by a licensed reputable insurance company acceptable to NCL and NCL’s interest on the Collateral pledged as security must be noted on the insurance policy.

13.1.2 NCL may at the Borrower’s request provide Insurance Premium financing through its appointed brokers in which event the premium shall be added to the loan amount or deducted from the loan amount prior to disbursement.

13.1.3 The Borrower authorizes NCL to appoint an insurance Broker on the Borrower’s behalf (“Appointed Broker”). The Appointed Broker shall have the mandate and authority to auto renew the insurance cover upon expiry of any existing comprehensive insurance cover as long the Facility or any part thereof is outstanding.13.1.4In case of an accident, the Borrower shall notify NCL or the Appointed Broker through the contacts provided herein.

13.1.5 The Appointed Broker shall assist with accident claim follow-ups.

13.1.6 The Borrower acknowledges that as a responsible lender, NCL has the right to insure the borrower’s loan in case of death or disability. The Borrower agrees to obtain a credit life policy issued by a licensed reputable insurance company acceptable to NCL, with the interest of NCL being duly noted on the policy document for an amount not less than the value of the Borrower’s loan for the tenor of the Facility. The customer agrees that the insurance shall be arranged through the Appointed Broker. The same shall be renewed automatically for the remaining loan period and the premium shall be added to the loan statement.

13.2 Valuation

13.2.1Unless otherwise agreed by NCL, the granting of a Facility shall be subject to a recent valuation report of the Collateral submitted to NCL by NCL’s specified valuer. NCL shall only recognize and act upon valuations undertaken by NCL’s specified panel of valuers.

13.2.2You acknowledge that certain movable Collateral is subject to depreciation. Accordingly, NCL reserves the right to revalue the Collateral at least once annually or at any given time during the tenure of the Facility at the Borrower’s expense.

13.3 Tracking

13.3.1The Borrower hereby agrees for the Collateral Motor Vehicle to be fitted with a Car Tracking Device by NCL’s appointed tracking company at the cost and maintenance fee indicated in Schedule 1 herein. NCL shall only recognize and act upon tracking installations installed by NCL’s specified panel of tracking companies.

13.3.2 On completion of the repayment of the loan, the borrower shall present the Collateral motor vehicle for removal of the tracker within 14 days, otherwise, it shall be assumed that NCL has leased the tracker to the borrower at a cost of Kshs. 2000/- per month.

13.3.3 It is the Borrowers Responsibility to co-operate with NCL and ensure that he/she does not tamper with the tracking device. In the event that the tracking device ceases to function as a result of tampering and not a technical fault, the borrower will be subjected to a penalty of Kshs. 30,000/-or such other amount being the value of the tracking device and NCL shall be entitled to install another device at the expense of the Borrower. Such Penalty and expense amount may be added to your outstanding loan and you shall be liable to repay the same.

13.3.4 Should the tracking device develop a technical fault within the course of this loan period, Ngao Credit Ltd will contact the Borrower and he/she is to ensure that he/she submits the vehicle for issue resolution and restoration of the Transmission signal to normal status.

13.3.5 For any queries or assistance on the car tracking device installed, the borrower shall contact NCL using the contact details herein.

13.3.6 The borrower hereby authorizes NCL to provide the appointed tracking company with their personal information necessary, for the performance of this clause

EVENT OF DEFAULT

14.1 The Borrower will be in default under the terms of these Terms and Conditions if:

14.1.1 The Borrower fails to make any repayment of principal or interest or moneys in respect of the Facilities in full on its due date; or

14.1.2 There is a breach in the performance of any of the Borrower’s obligations under these Terms and Conditions or the Security Agreement or any of the Security documents held by NCL for the Facility; or

14.1.3 A distress, execution or other legal process is levied against any assets of the Borrower and the same is not discharged or paid within 7 days;14.1.4The Collateral is confiscated by any government authority or law enforcement officers;

14.1.5 The Borrower or a person acting under the Borrower’s instructions does or attempts to do any of the below actions with respect to the Collateral:a)Encumbers, sells, transfers or otherwise disposes the Collateral without the prior written consent of NCL;b)Uses the Collateral to carry out illegal dealings, and/or activities;c)Tampers with the Collateral eg. Removal of parts, re-painting etc without the prior written consent of NCL;d)Tampers with the tracking device installed in the Collateral;e)Any representation or warranty made by the Borrower herein or any information or documentation furnished to NCL for the purpose of obtaining the Facility being incorrect or falsified in any material respect as of the state of which it is made or there being material adverse change of the position as set out in such representation or warranty or any documents furnished to NCL.

14.2 If the Borrower defaults:

14.2.1all amounts owing to NCL shall immediately become due and payable forthwith upon written demand by NCL;

14.2.2 all Collateral held by NCL to secure the Facility or to secure any other loans granted by NCL in addition to the Facility shall become immediately enforceable and NCL shall be entitled to instruct auctioneers to attach or seize the Collateral or to realize the Collateral by way of either private treaty or public auction and to recover any unpaid portion of the Facility plus all costs including but not limited to loan charges, legal, recovery and any other costs.

14.2.3 NCL may list the Borrower with any of the licensed credit reference bureaus in accordance with the prescribed laws;

14.2.4 NCL may take any legal steps or seek any legal redress available to it to recover the Borrower’s outstanding amounts due to NCL.

INDEMNITY

15.1 In consideration of NCL complying with your instructions or Requests in relation your Account, you undertake to indemnify NCL and hold us harmless against any loss, charge, damage, expense, fee or claim (“Damages”) which NCL may suffer or incur thereby and you absolve us from all liability for loss or damage which you may sustain from us acting on your instructions or requests or in accordance herewith.

15.2 indemnity shall also cover damages which we may suffer or incur arising from:

15.2.1Our reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by us;

15.2.2 Any loss or damage that may arise from your use, misuse, abuse or possession of any third party software.

15.2.3Any unauthorized access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment.

15.2. 4Your failure to adhere to these Terms and Conditions and/or by supplying of incorrect information

15.2.5The failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction.

EXCLUSION OF LIABILITY

16.1 NCL shall not be responsible for any loss suffered by you should the Facility be interfered with or be unavailable by reason of the failure of your Device or any other circumstance not within NCL’s control including, without limitation, force majeure or error, interruption, delay or non-availability of our system, malfunction or failure or unavailability of any hardware, software, or equipment terrorist or any enemy action Device failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system, the loss or destruction of any data.

16.2 NCL will not be liable for any losses or damages suffered by you as a result of or in connection with:

1.1Failure, malfunction, interruption, or unavailability of your Device.

1.2Any fraudulent or illegal use of the Digital Platform or Device.

1.3Your failure to comply with these Terms and Conditions and the Security Agreement and any documentation or information provided by NCL in regard to use of our system or Services.

1.4Any representation, warranty, condition or undertaking which would be implied in this document by law, is excluded to the fullest extent permitted by law.

REPRESENTATIONS AND WARRANTIES

17.1 The Borrower represents and warrants to NCL that:-

17.1.1 all information submitted by the Borrower to NCL is true, accurate and complete in all respects;

17.1. all Collateral ownership documents furnished by the Borrower to NCL have been lawfully obtained;

17.1.3 there has been no material adverse change in the Borrower or information or documentation furnished by the Borrower from that set forth in the application requesting NCL for a Facility;

17.1.4 there has been no occurrence of an event of default and the Borrower is not aware of any circumstances which are likely to lead to an event of default;

17.2 The Borrower will during the tenure of the facilities promptly inform NCL in the event of any material changes to the representations set out herein or information provided by the Borrower in relation to the a Facility.

INTELLECTUAL PROPERTY RIGHTS

18.1 You acknowledge that the intellectual property rights in our System and the Digital Platforms (and any amendments, upgrades or enhancements thereto from time to time) and all associated documentation that NCL provides to you through the same or otherwise are vested in NCL. You shall not infringe any such intellectual property rights. You shall not duplicate, reproduce or in any way tamper with the system and associated documentation without the prior written consent of NCL.

DATA PROTECTION

19.1 The Borrower acknowledges and understands that in the process of accessing our Digital Platforms, Services or making a Request, certain information provided or to be provided to NCL from time to time may constitute personal and sensitive information of the Borrower (“Personal Data”).

19.2 The Borrower hereby consents to the processing of the Personal Data by NCL in accordance with our Data Privacy Statement. The Data Privacy Statement can be accessed on our company website at any time.

19.3 The Borrower further gives consent to NCL to continue holding and processing the Personal Data provided even after all obligations under a Facility has been settled for a variety of purposes including but not limited to research, product development, analysis of market trends and compliance with regulations and procedures to the extent permitted by law.

19.4 You hereby consent to the use of your Personal Data from time to time by NCL to market the company’s products to you. You may opt out of receiving marketing communication at any time by using the opt out option prescribed by the Mobile Network Operator.

19.5 Further to the processing of your Personal Data in accordance with our Data Privacy Statement, you consent and authorize us to share your Personal information with:

19.5.1 NCL’s service providers, dealers, agents or any other company that may be or become NCL’s subsidiary or holding company for reasonable commercial purposes relating to the Services;

19.5.2 to Safaricom in connection with the M-PESA Service or such other Mobile Network Operator to whom you may subscribe in relation to the Services

19.6 NCL shall ensure the Personal Data provided by the Borrower is processed in accordance with the Data Privacy Statement and applicable law.

19.7 NCL shall maintain proper safeguards to protect the Borrower’s Personal Data during the period it is held by NCL in accordance with our Data Privacy Statement.

COMPLAINTS AND DISPUTE RESOLUTION

20.1 You may contact the Call Centre through 0709650000 or [email protected] for any queries or to report any disputes, claims or complaints.

20.2 Upon receiving your complaint, NCL will record your complaint, provide you with a response and keep you updated of our progress. NCL shall aim to resolve your complaint within the shortest time having regard to the circumstances.

GOVERNING LAW

21.1The Agreement shall be governed by and construed in accordance with the laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenyan courts.