TERMS AND CONDITIONS

TERMS AND CONDITIONS

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1.Definitions

1.1“Account” means a membership account held by a member with the Group and which is opened and operated in accordance with the terms and conditions herein contained. 1.2 “Affiliate” means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company. 1.3 “Agreement” means the application form attached to and read together with these terms and any Product or Service specific terms and conditions which must be complied with by You. 1.4 “Authorised body” means any government authority or other entity mandated to exercise supervisory or law enforcement authority over the Group or You. 1.5 “Business day” means any day on which business is usually conducted in the Republic of Kenya, excluding Saturdays, Sundays and Public Holidays. 1.6 “Constitutional Documents” As referenced in the application form to which these terms are attached, means, in the case of an individual, the identity card or passport, in the case of a company or business entity, the memorandum of association, articles of association, certificate of incorporation and registration certificate as the case may be, or in the case of a trust, the trust deed and letters of authority, or in the case of a partnership, the partnership deed and any related documents as determined by the Group. 1.7“Credit Reference Bureau” means all registered credit reference bureaus being utilized by the Group from time to time. 1.8 “Member Credit Information” means information concerning: i) Your credit history, including applications for credit, credit agreements to which You are or have been a party, pattern of payment or default under any such credit agreements, incidence of enforcement actions with respect to any such credit agreement, the circumstances of termination of any such credit agreement; ii) Your financial history, including Your past and current income, assets and liabilities and other matters with respect to Your income and financial means; iii) Your education, employment, career, professional or business history, including the circumstances of termination of any employment, career, professional or business relationship; or iv) Your identity, including Your name, date of birth, identity number, marital status and family relationships, date of registration of business entity, registration number, past and current addresses and other contact details and related matters. 1.9 “Data” means statistics, facts and/or information as referenced in these terms and conditions. 1.10 “Holding Company” of any person, means a company in respect of which that person is a Subsidiary. 1.11 “Instrument” means any item such as a cheque, Card or related item used for Operating on Your Account.1.8 “Law(s)” means Laws, ordinances, regulations, judgments, and orders of a competent court, central Group or Authorised body or related entity. 1.13“Operate” means the managing of Your Account and Transacting, Operation has a similar meaning. 1.10 “PIN” means a confidential personal identification number used for Operating on Your Account, including a member selected PIN. 1.15 “Product(s)” means the various types of services We offer Our Members, including services linked to an Account. Service(s) has a similar meaning. 1.16 “Azira S.H.G” includes the Group and each of its Affiliates. 1.17 “Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% (fifty per cent) of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise. A company shall be treated as a member of a subsidiary even if its shares are registered in the name of: (i) a nominee; or (ii) any party holding security over those shares or that secured party’s nominee. 1.18 “Transaction” means any debit or credit on Your Account made whether or not an Instrument, PIN, or device is used. It includes any payment for goods or Services, deposit, withdrawal or transfer of money or value. Transact and Transacting have a similar meaning. 1.19 In this Agreement “You”, “Your” and “the Member”, refer to any member Operating an Account or otherwise and includes (where appropriate) any person that You have authorised to give instructions on Your Account. “We” “Our” and “The Group” refer to Azira self-help group, a self-help group duly incorporated with limited liability according to the Laws of Kenya and/or its successors in title and assigns. 1.20 All capitalised terms not otherwise defined herein will have the meaning ascribed to them in the Agreement.

2.Confidentiality

2.1 In this clause 1, a reference to Confidential Information means, all Data, reports, records, documentation and any information developed or acquired in connection with these terms and conditions. 2.2 The provisions of clause 1.1 do not apply to: 2.2.1 Information that is publicly known; o 2.2.2 information which the Law or a court compels us to disclose. 2.3 Except as set out in this clause 1, We will treat each other’s Confidential Information as confidential and We will not disclose such Confidential Information to anyone else, the only exceptions being as set out in this clause 1. 2.4 You agree that the Group will be entitled to share Your Confidential Information between the , if necessary for the purposes of the Services connected with an Account. 2.5 Regardless of anything else in these terms and conditions, the Group will always be entitled to disclose Your Confidential Information to a third party if it is necessary for the proper Operation of the Services connected with an Account. 2.6 The mutual obligations in this clause 1 will continue to apply even after these terms and conditions have ended and You no longer make use of the Services connected with an Account. 2.7 You agree that the Confidential Information will not be disclosed to anyone except to the following classes of people or in the following exceptional circumstances: 2.7.1 where the Group is legally compelled to do so under any Kenyan or any foreign Laws as may be applicable from time to time (including without limitation, the United States’ Foreign Account Tax Compliance Act (FATCA) or such similar Law in any relevant jurisdiction any anti-money laundering legislation and any data protection legislation); 2.7.2 to the Group’s permitted parties, professional advisers, service providers or independent contractors to, or agents of, the permitted parties, such as debt collection agencies, data processing firms and correspondents who are under a duty of confidentiality to the Group or the Group’s permitted parties; 2.7.3 to any actual or potential participant (a party which desires to enter into a contract with us which might affect Your rights under Our Group agreement), or assignee (a person to whom any of Our rights or obligations under this Agreement are legally transferred), or any officer, employee, agent or adviser of any of them; 2.7.4 to any credit bureau or credit reference agency, rating agency, business alliance partner, insurer or insurance broker, or direct or indirect provider of credit protection, or any permitted parties; 2.7.5 to any financial institution which You have or may have dealings for the purpose of conducting credit checks (including in the form of Group references); 2.7.6 to any court, tribunal or authority (including an authority investigating an offence) with jurisdiction over the permitted parties; 2.7.7 to any regulator or tax authority where necessary to establish any tax liabilities in any jurisdiction pursuant to orders, agreements with regulators or authorities or otherwise; 2.7.8 to a merchant or a member of a card association where the disclosure is in connection with use of a Card; and 2.7.9 to any authorised person or any security provider; 2.7.9.1 for fraud prevention purposes; 2.7.9.2 where it is in the Group’s interest to disclose; 2.7.9.3 where the disclosure is made at Your request or with Your written consent; 2.7.9.4 where it is in the public interest to disclose; and 2.7.9.5 to anyone We consider necessary in order to provide You with Services in connection with an Account, whether they are located in or outside Kenya. 2.8 You consent to the recipients of the information We disclose, using and transferring the information where it is necessary to: 2.8.1 provide You with Services in connection with an Account;2.8.2 monitor Our compliance with the Law, agreements with any regulator, Authorised body or the permitted parties, Our policies and the Group’s policies; or 2.8.3 support Ours and the Group business, , financial and risk monitoring, planning and decision making.

3. Protection of Personal Data

For purposes of this clause 2: 3.1 “Personal Data” means any information relating to an identified or identifiable person (whether natural or juristic), such as: name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social or social identity; and 3.2 “Process” means any operation or activity, automated or not, concerning Personal Data, including: collection, recording, organisation, structuring; storage, adaptation or alteration; retrieval, consultation or use; disclosure by transmission, dissemination, or otherwise making available; or alignment or combination, restriction, erasure or destruction of information. “Processing” and “Processed” will have a similar meaning. 3.3 You consent to us collecting Your Personal Data from You and where lawful and reasonable, from public sources for credit, fraud and compliance purposes, as well as the purposes set out below. 3.4 If You give us Personal Data about or on behalf of another person (including, but not limited to, Account signatories, shareholders, principal executive officers, trustees and beneficiaries), You confirm that You are authorised to: 3.4.1 give us the Personal Data; 3.4.2 consent on their behalf to the Processing of their Personal Data, specifically any cross-border transfer of Personal Data into and outside the country where the Products or Services are provided; and 3.4.3 receive any privacy notices on their behalf. 3.5 You consent to us Processing Your Personal Data: 3.5.1 to provide You with Products and Services according to these terms and conditions and any other Products and Services that You may apply for; 3.5.2 to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve Our business (this includes improving existing and developing new Products and Services); 3.5.3 in countries outside the country where the Products or Services are provided. These countries may not have the same Laws on protection of Personal Data as the country where the Products or Services are provided. Where We can, We will ask the receiving party to agree to Our privacy policies; 3.5.4 by sharing Your Personal Data with Our third-party service providers, locally and outside the country where the Products or Services are provided. We ask people who provide Services to us to agree to Our privacy policies if they need access to any Personal Data to carry out their services; and within the Group. 3.6 You will find Our Processing practices and privacy statement in the Group’s websites or on request 3.7 If You are unsure about Your tax or legal position because Your Personal Data is processed in countries other than where You live, You should obtain independent advice. 2.8 By completing and signing the Agreement, You acknowledge and agree to Our collection, use, Processing and sharing of Your Personal Data for the above purposes. You also agree that a disclosure of information by the Group in the circumstances contemplated by this clause 2 does not violate any duty owed to You in Law or pursuant to any agreement between You and the Group or in the ordinary course of the business and the customs, usage and practice related to. Further that the disclosure may be made without further reference to, or, authority from You.

4.1 By submitting an application for our facilities, You agree to be bound by the following requirements relating to the submission of information to the Credit Reference Bureau and the issue of whether or not the application for credit facilities is approved. 4.2 You hereby irrevocably consent to us collecting, receiving, compiling and retaining any Member Credit Information about You for purpose of: 4.2.1 assisting us to perform Our statutory assessment of Your creditworthiness; 4.2.2 deciding whether or not to grant You credit; 4.2.3 monitoring Your credit profile should We grant You credit; and 4.2.4 filing Our Member Credit Information with the Credit Reference Bureau. 4.3 You hereby consent to the receipt, sharing, provision and exchange of Data with Credit Reference Bureau and with other licensed financial institutions and micro finance deposit taking institutions through the Credit Reference Bureau provided that You have the right to lodge a complaint with the Credit Reference Bureau or to challenge any Member Credit Information held by the Credit Reference Bureau in Your respect. 4.4 You hereby acknowledge that the Member Credit Information obtained may include positive or negative information regarding Your payment record. 4.5 You hereby acknowledge that the Credit Reference Bureau is required by Law to collect negative information on the background and credit history relating to Your non performing obligations. 4.6 You hereby consent to the collection, recording, retention and submission of all Data relating to Your economic, financial and commercial obligations in order to determine Your overall debt exposure and ability to pay

5. Notices

5.1 The postal address You supply on Your application form for an Account will be regarded as Your chosen address where notices may be given and documents in legal proceedings may be served. You must notify the Group in writing or email immediately if Your chosen address changes/has changed. 5.2 You choose, for all purposes in connection with the Group Products, the address provided in the application form. The Group shall change the address within reasonable time after it receives written notification from You 5.3 Any notice or communication required to be served on You may be served on You or any of Your officers personally by hand delivery, by electronic mail, Short Message Service (SMS), post, notification on Our website www.azira.co.ke (or any replacement page) or by advertisement in a daily newspaper with national circulation published in the Republic of Kenya. 5.4 Delivery by hand shall be effective on actual time of delivery and service by electronic mail shall be to Your last known email address and shall be deemed to have been served on the first known Business Day transmission. Delivery by post shall be done to the postal address provided in the application form or at some other address as notified from time to time by You as provided above and shall be deemed to have been effected three (3) business days after posting. Delivery by advertisement in a local daily newspaper shall be effective on the first Business Day following the date of advertisement. 5.5 Notwithstanding anything to the contrary: 5.5.1 a written notice or other communication actually received by the Member shall be adequate written notice or communication notwithstanding that the notice was not sent to or delivered at the Member’s chosen address; and 5.5.2 any information published by the Group on the Group’s website at www.azira.co.ke (or any replacement page) will constitute adequate notice for purposes of the Agreement in relation to the matters to which that information relates and the effective date of such notice will be the first Business Day following the date of publication.

6 Email Indemnity and Statements

You hereby expressly authorise the Group to: 6.1 send statements and/or advices in relation to Your Accounts by way of email to the contact address provided by You; and 6.2 act on instructions sent from an email address provided by You. 6.3 All documents or information regarding Your Account or Transactions with the Group will be binding if they are in form of Data message or accessible in a form which they may be read, stored and retrieved whether electronically or as a computer printout for subsequent reference. 6.4 The Group has no obligation, duty or liability to the Member on contract, tort or whatsoever for breach of statutory duty or otherwise in respect of reliance on any documents or information described in clause 6.5 or statements or balances advised via SMS or electronic statements except as provided in this Agreement. 6.6 The Member indemnifies the Group for any loss or liability occasioned to the Group (including third party claims) due to reliance placed on any documents, information or otherwise premised from an email address provided by You.

7 . Change in Control and Constitutional Documents

7.1 If You are a legal persona such as an individual, company, co-operative, trust, partnership, or association of persons or any such other entity recognised by Law: 7.1.1 The Group shall be entitled in all its actions to rely exclusively upon the documents, including all Constitutional Documents and authorisations, submitted by the Member and in the Group’s possession;7.1.2 You are required to notify the Group, in writing, of any proposed or actual changes; 7.1.2.1 in the direct or indirect ownership, or control (including if there is a change in the person that may directly or indirectly exercise the majority of the voting rights in the legal persona), or management of the Member, or any such change in any surety for the Member’s debt to the Group; or 7.1.2.2 to the Member’s Constitutional Documents; and any collateral given for any facility. 7.2 Any change in control of the Member will not affect any collateral held by the Group nor will it release any surety/ guarantor from a suretyship/guarantorship.

8 Exclusions on Our responsibility to You

8.1 We (including any third party for which We are responsible) will not be responsible for any loss resulting from: 8.1.1 the closure of or suspension of access to or restriction of activity on Your Account by us for any reason; 8.1.2 Our compliance with any Laws; or 8.1.3 any circumstances beyond Our control, such as (without limitation), uncontrollable natural forces in operation, strikes or labour disputes, riot, epidemic or pandemic, civil commotion or unrest, wars, acts of an enemy, any type of restriction imposed (or action taken) by a Sanctioning Body or any Authorised Body or any other third party; any Service interruption, delay, power cuts, failure or malfunction in any equipment, electronic data terminal, network or other system; lack of available resources from persons other than us; electrical equipment or mobile network failure; fires; floods; acts of God; government or regulator action; or, without limiting the foregoing, any other causes not within Our control, and which by the exercise of reasonable diligence We are unable to prevent, whether of the class or causes herein before mentioned or not.

9. Anti- Bribery and Corruption

9.1 You will ensure compliance with all anti-corruption Laws as the same may be enacted or amended from time to time and any recognised international principles. (“Anti-Corruption Law”) .2 In connection with Your Account, You have implemented well established processes and procedures and monitoring systems to monitor any unusual activities that may relate to bribery and corruption. 9.3 You shall promptly report any actual, alleged or attempted violation of any applicable Anti-Corruption Law arising in connection with Your Account and You shall cooperate with us in investigating and responding to such actual, alleged or attempted violation.

10 Anti- Facilitation of Tax Evasion

10.1 In connection with Your Account, you shall not engage in activity, practice or conduct which would constitute facilitation of tax evasion as recognised by Laws of Kenya and recognised international principles. 10.2 You have implemented well established processes and procedures and monitoring systems to monitor any unusual activities that may relate to tax evasion. 10.3 Should We have reasonable grounds to suspect that You have assisted or attempted the facilitation of the evasion of tax, We may: 10.3.1 request additional information prior to processing Transactions; 10.3.2 not process a Transaction where it is suspected it is in relation to an incidence of tax evasion, or relates to the facilitation of tax evasion and the originator of the Transaction cannot provide information to the contrary; and 10.3.3 report the violation, or suspected violation to an Authorised body and subsequently act according to the guidance of such Authorised body or related body. 10.4 You explicitly indemnify us against any actions, proceedings, claims and/or demands that may be brought against us or Our Affiliates, as well as against losses, damages, costs and expenses which We may incur or sustain in connection with the seizure, blocking or withholding of any funds by an Authorised or related body.

11. Non-waiver

The failure by the Group to exercise any of its rights on due date or any indulgence granted to the Member shall not be construed as a waiver, abandonment or novation of any of the rights of the Group in these terms and conditions.

12. Changes

The Group may immediately amend the pricing structure pursuant to these terms and conditions if there is any change in Law, statute, regulation, ruling, directive, policy or any similar event or change with which the Group is obliged to comply resulting in an increase in cost to the Group in providing the Services or any part thereof. If the Group does so, it will advise the member.

13. Governing Law and Jurisdiction

13.1 These terms and conditions shall be governed by and in accordance with the Group’s constitution & laws of Kenya. 13.2 You consent to courts of competent jurisdiction and to the Group, at its option, taking legal proceedings to enforce or implement any of the Group’s rights.

14. General

14.1 We may change these terms from time to time by notice to You. A change will not terminate this Agreement. 14.2 You may not change any provisions of these terms. 14.3 The relevant Product or Service specific terms and conditions will apply if there is any conflict between them and the terms in this document. 14.4 Any favour or concession We may allow You will not affect or substitute any of Our rights against You. 14.5 The invalidity, illegality or unenforceability of any of the clauses of these terms or any Product or Service specific terms and conditions shall not affect the validity, legality and enforceability of the remaining clauses of these terms or any Product or Service specific terms and conditions

15.Customer Complaints

If You have any questions or complaints about Your Account, You may contact Our Customer Care Centre by or by email at customercare@azira.co.ke or via the Website www.azira.co.ke.

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