TOPMEUP TERMS AND CONDITIONS

1. DEFINITIONS

• 1.1. "Lender" means TOPMEUP KENYA LIMITED, Nairobi
• 1.2. "Loan Facility" means any loan facility including any additional ones issued by the Lender to you or to persons nominated by you from time to time under this agreement. This loan facility is branded topmeup® by the Lender.
• 1.3. "Borrower" means you as the Principal Borrower and any other nominated person accepted by the Lender at your request
• 1.4. “Account Holder” means Borrower.
• 1.5. "Loan Account" means the account maintained by the Lender for you in connection with topmeup® transactions
• 1.6. "Account Executive" means your support contact from a separate division of Correlaction that is responsible for the management, control and processing of facilities and transactions conducted by the loan facility.
• 1.7. "Loan Transaction" means any debit payment made by the use of the Loan Facility or any other activity in any manner authorized by you whether or not resulting in a debit to your Loan Account.
• 1.8. "Conditions" mean these or any other conditions made by the Lender from time to time.
• 1.9. "Credit Limit" means the maximum loan debit balances from time to time permitted on the Loan Account as determined by the Lender in its absolute discretion and notified to you.
• 1.10. “Transaction Date” means the date you placed an order for goods or services using your topmeup Loan Account
• 1.11. "Due Date" means the second Monday after the Transaction Date or such date as shall be notified to you by the Lender in writing from time to time.
• 1.12. "Month" means a calendar month.
• 1.13. "Personal Information" means your Loan Reference number and any other information which can identify you which may be used to complete a topmeup® Transaction.
• 1.14. "Principal Borrower" means you
• 1.15. "Statement” means the Statements of the Loan Account sent to you by the Lender or made available to you online in accordance with these Conditions.
• 1.16. "Statement Date" means the date on which the Statement is rendered.
• 1.17. “Week” means a calendar week.
• 1.18. “Written” means mail, email and SMS.
• 1.19. "You" refers to the Principal Borrower.
• 1.20. The masculine gender shall cover all genders

2. CONDITIONS CONSTITUTING AGREEMENT

• 2.1. You shall be deemed to have read, understood and agreed to be bound by these Conditions upon assenting to the Loan Facility.
• 2.2. The conditions that constitute the agreement between you and the Lender with respect to the provision of a Loan Facility may be varied from time to time and you will be provided with advance written notice of thirty (30) calendar days before such variations become effective. You shall be deemed to have accepted the variations if you perform any topmeup® Loan Transaction after lapse of the said notice
• 2.3. You confirm in particular that you have considered the rate of interest specified in Condition 7 and the charges levied by the Lender as specified in Conditions 13 and 14 below and found them to be fair, reasonable and necessary to enable the Lender to continue affording the Loan facility to you and you shall not dispute any claim by the Lender against you on grounds that the fees charged and or rates of interest charged by the Lender are unfair or unreasonable under any circumstances.

3. THE LOAN

Subject to the terms of this agreement

• 3.1. The Lender shall grant you at the Lender’s sole discretion and to any other person nominated by you who agrees to be bound by these Conditions, a Loan Facility to enable you to carry out your business
• 3.2. The Loan may be canceled by the Lender or any person acting on its behalf at any time without notice
• 3.3. Until and unless this Agreement is terminated the Lender shall continue the Loan Facility and apply any applicable fees or charges to your Loan Account

4. CREDIT LIMIT AND STATEMENT OF ACCOUNT

• 4.1. The Lender shall advise you of the Credit Limit when you are granted the Loan Facility. Thereafter, the Lender shall prepare and send to you a Statement showing the status of your Loan Account.
• 4.2. The Lender will initiate a Direct Debit for the aggregate amount due from your Bank Account on the second Monday after any Transaction Date. You must pay the full amount to the Lender on the due date shown on the statement. The Lender may at their discretion offer additional services such as an alternative payment mechanism being an MPESA paybill. Request for full payment will be submitted on the specified date.
• 4.3. The Lender may at any time and without giving any reasons vary your Credit Limit. You shall be deemed to have accepted your new Credit Limit by making a topmeup® Transaction at any time thereafter. Provided that the Lender may give you a shorter notice if variation of the Credit Limit is necessitated by the Lender's legal duty to lend responsibly. You are advised to check all the entries in the Statements against the topmeup® Loan Transactions to confirm the correctness of all entries.
• 4.4. If you notice any discrepancies you are advised to contact the Account Executive immediately and seek clarification and or correction.
• 4.5. No queries or complaints relating to entries in a statement shall be entertained by the Lender after the expiry of the fifteen (15) calendar days from your Due Date.
• 4.6. The Credit Limit should never under any circumstance be exceeded. Any amounts incurred in excess of the Credit Limit including but not limited to fees and interest charges shall be immediately due and payable to the Lender whether or not demanded. In calculating whether the Credit Limit has been exceeded the amount of every Loan Transaction blocked but not charged to your Loan Account shall be taken into account.
• 4.7. You shall not make any payment to any Person except the Lender in respect of goods and services obtained with the use of topmeup® Loan Transaction.
• 4.8. Non receipt of a Statement shall not discharge you from your obligation to pay any amounts due, including any interest and late payments charges; it being understood that you shall at times, maintain for your records, copies of the Loan Transactions vouchers or receipts

5. USE OF THE LOAN

• 5.1. You shall comply with the following terms and ensure that any additional nominated User of the Loan Facility complies with them in using the Loan Facility and does not exceed the Credit Limit notified to you from time to time by the Lender.
• 5.2. Do not attempt to use the Loan Facility after any notification of its cancellation or withdrawal is given to you whether by the Lender or any person acting on the Lender's behalf. You and any nominated agreed additional user(s) shall be jointly held liable for all charges incurred by any Borrower or levied by the Lender in connection with the Loan Facility.
• 5.3. Any person nominated and authorized by a company to use the Loan Facility shall be jointly and severally liable with the company without limitation for all charges incurred by the use of the Loan or levied by the Lender in connection with the Loan Facility.
• 5.4. The use of the Loan Facility is subject to the Lender's absolute discretion to withdraw the right to use the Loan Facility or to refuse any request for a topmeup® Loan Transaction at any time and without prior notice.

6. DEBIT OF LOAN ACCOUNT

• 6.1. The Lender shall be entitled to debit your Bank Account on each and every due date for the total sum due and payable of the loan facility used with the amount of all topmeup® Transactions including interest due and other fees or charges under this agreement incurred by you or any additional nominated agreed user(s)

7. INTEREST CHARGES

• 7.1. No interest shall be charged on any items appearing on your Statements when you repay the whole amount outstanding on the Statement by close of business on the Due Date. Interest will be charged at a rate of 25% per annum pro rata on any overdue balance or at any such rate as the Lender shall determine from time to time
• 7.2. Any change of interest rates shall be notified to you on the Statement or such other means as the Lender shall find appropriate and in providing notice it shall be enough for the Lender to produce a copy of the Statement containing such notice or the means by which the change was notified to you.

8. REPAYMENTS

• 8.1. Repayment shall take place when remittances are credited to your Loan Account in the following order of priority
• 8.1.1. In repayment of all interest shown on the latest and previous Statement
• 8.1.2. In repayment of all charges under this agreement
• 8.1.3. Towards repayment of all topmeup® Transactions shown on any previous Statement
• 8.1.4. Towards repayment of all topmeup® Transactions blocked but not shown on any Statement
• 8.2. The Lender may at their discretion provide extra services such as a pay bill number on the MPESA service through which you may directly repay into your Loan Account.

9. USE OF THE LOAN BY OTHER PERSONS

• 9.1. You shall be liable for topmeup® Loan Transactions made using your Personal Information. It is therefore your duty to keep all your Personal Information secure
• 9.2. Any person nominated by you to be an Accountholder shall remain so authorized to complete topmeup® Loan Transactions until you cancel the nomination in writing and communicate the cancellation to the Lender provided that the cancellation shall only take effect upon the lapse of such reasonable time as may be necessary to allow the Lender to effect your instructions to cancel the nomination

10. PAYMENT OF AMOUNTS DUE

• 10.1. You shall on the second Monday after the Transaction Date pay to the Lender all amounts as shown on the Statement (including any debit balance in excess of the Credit Limit or the amount of any topmeup® Loan Transaction made in breach of this agreement)
• 10.2. Your Loan Facility will be restricted 8 (eight) calendar days after the Due Date should you fail to pay the full repayment amount
• 10.3. In the event of death, personal bankruptcy, liquidation appointment of a receiver or other event of insolvency the total amount due on the Loan Account shall become immediately payable
• 10.4. Any payment to the Lender shall only take effect when received by topmeup ® Kenya Limited in cleared funds and credited to the Loan Account. You shall be liable to pay a handling fee if any remittance is dishonored on presentation
• 10.5. Any amount not paid on Due Date shall attract interest as provided in condition 7 above in addition to all other charges under this agreement.
• 10.6. Whenever the Lender is determining the date on which payment is due, it may, in its absolute discretion and without reference to you, select dates in each calendar month as the Statement Dates.

11. LIABILITY

• 11.1. The Lender shall not be liable in any way if a third party does not honour the Loan Facility.
• 11.2. You shall be liable for any loss or cost suffered by the Lender, as a result of any breach of this agreement
• 11.3. The Lender shall not be liable if it is unable to perform its obligations under this agreement due to the failure of any machine, data process system, transmission link, industrial dispute, terrorist action or anything outside its direct control or that of its agents or subcontractors or due to the actions of any third party.

12. LOAN ACCOUNT HOLDERS CLAIMS

• 12.1. Your Loan Facility shall only be credited with a refund in respect of a topmeup® Loan Transaction if the Lender receives refund verification acceptable to it.
• 12.2. No claim by you against a third party may be the subject of a defence or counter claim against the Lender. You may not assign or otherwise dispose of any of your rights and obligations under this agreement
• 12.3. You shall not be entitled to any interest on any credit in your Loan Account.
• 12.4. You shall not return for cash refund any goods and tickets obtained with the use of topmeup®

13. CHARGES

• 13.1. At present the following fees and charges apply:
• 13.1.1 Joining fee Waived
• 13.1.2 Annual fee Waived
• 13.2. Late payment Restriction Fee is 0.5% of the outstanding balance overdue by 8 (eight) or more days. This Restriction Fee is payable immediately the Loan Facility is restricted as governed by clause 10.2 and is added to the amount due
• 13.2.1. The Lender reserves the right to terminate the Loan Facility after multiple restrictions in accordance with the Lender's legal duty to lend responsibly.
• 13.3. Interest rate 25% per annum pro rata of any amount using the Loan Facility that is not repaid in full by due date.
• 13.4. Charges and fees shall be reviewed from time to time as the Lender shall deem necessary provided that revised charges and fees shall only be effective after the lapse of thirty (30) calendar days following notification of intention to alter the fees and charges.
• 13.5. All fees and charges shall be debited to your Loan Account immediately they are incurred or become due.
• 13.6. Debt Collection and Recovery Costs
• 13.6.1 In the event that the Borrower defaults on any repayment obligation and the Lender refers the outstanding balance to a third-party debt collection agency and/or instructs an advocate (legal counsel) to commence recovery proceedings, the Borrower shall be liable for all costs, fees, and expenses actually incurred by the Lender in relation to such recovery efforts.
• 13.6.2 The Borrower's liability under this Clause shall include, but not be limited to:

a. The professional fees, commission, or charges levied by the debt collection agency (which may be calculated as a percentage of the outstanding amount or as a fixed fee, as per the agency's standard tariff);

b. Legal fees, instruction fees, and disbursements charged by the advocate or law firm handling the matter;

c. Any tax applicable to the fees and charges in (a) and (b) above.

• 13.6.3 For the avoidance of doubt, the Lender is not obliged to use the lowest-cost recovery option, and the Borrower shall be liable for the charges of the collection agency and/or the advocate as actually incurred, regardless of whether one or both are engaged, either concurrently or sequentially.
• 13.6.4 All such recovery costs, fees, and expenses shall be debited to the Loan Account immediately upon the Lender's referral to a collection agency or advocate, and shall be in addition to all other interest, penalties, and charges provided for under this Agreement.

14. LATE PAYMENT FEES

• 14.1. In addition to interest charged pursuant to clause 7 above, a late payment Restriction fee as detailed in 13.2 shall be charged if the Loan Facility remains unpaid and has been restricted.
• 14.2. Should the Lender accept late or partial payment this shall not affect any of its rights under this agreement or at law even if the payment is described as being in full or partial settlement of any sum

15. INDEMNITY AND RECOVERY OF COSTS

• 15.1. The Lender at its discretion may honour topmeup® Loan Transactions effected by you through telephone, internet or mail and other orders and debit your Loan Account in the usual manner
• 15.2. You agree to be liable for all such topmeup® Loan Transactions and in proving that the transaction was authorized by you the Lender shall be entitled to rely on such documentary evidence as may be available to it which confirm that you gave your Consent to a merchant by order and the Lender's rights shall not be affected or defeated by reason of your not having placed confirmed or renewed that order or received the goods in question

16. EXECUTION BY A BODY CORPORATE

• 16.1. If you are a corporate body you hereby warrant that any and all corporate actions necessary for the signing of the application form, including electronic means should both parties consent its usage, have been taken and that no further action is required to validate the execution of this agreement

17. VARIATION

• 17.1. The Lender reserves the right to vary, amend or replace all or any of these conditions at any time in accordance with this agreement. The Lender shall notify you of any changes made to these conditions by thirty (30) calendar days' advance notice but failure to make such notification shall not invalidate the changes.

18. BREACH OF CONDITIONS

• 18.1. In the event of any breach by you or any additional authorized user of the Loan Facility of any of these conditions the Lender may in circumstances where you fail to comply or fail to procure compliance with the terms of a notice served by the Lender on you require immediate repayment in full of the outstanding balance on your Loan Account.
• 18.2. Default and Rights of Recovery.

Without prejudice to any other rights available to the Lender under this Agreement or at law, if the Borrower fails to pay any sum due on the Due Date, the Lender shall be entitled, at its sole and absolute discretion, to take any one or more of the following actions, in any order (and without any obligation to follow a prescribed sequence), and may also take such actions concurrently or successively:

• 18.2.1 Refer the matter to a licensed debt collection agency for collection;
• 18.2.2 Serve the Borrower with a written Demand Letter requiring immediate payment of the full outstanding balance;
• 18.2.3 Institute legal proceedings against the Borrower in any court of competent jurisdiction;
• 18.2.4 List the Borrower's default with any licensed Credit Reference Bureau (CRB) in accordance with applicable laws and regulations.
• 18.2.5 The Borrower hereby agrees to indemnify the Lender for all costs, expenses, legal fees, and debt collection fees (calculated as set out in Clause 13.6 above) incurred in the course of any or all of the recovery efforts described in this Clause 18.2. The Borrower acknowledges that the Lender may engage both a collection agency and an advocate simultaneously, and the Borrower shall remain liable for the charges of both, in addition to the outstanding principal, interest, and penalties.

19. SUSPENSION

• 19.1. The Lender may at any time and without notice cancel suspend or restrict the right to use the Loan Facility entirely or in respect of specific facilities or refuse to reinstate, renew, or replace any Loan Facility without affecting your obligations under this agreement.

20. TERMINATION

• 20.1. You may terminate this agreement at any time on written notice to the Lender accompanied by the return of any and all topmeup® Cards and on repayment of the full outstanding balance on your Loan Account.
• 20.2. Termination shall only be effective upon the return of all the topmeup® Cards issued and the discharge of all the outstanding liabilities under this agreement.
• 20.3. The Lender may cancel any Loan Facility on written notice either to you or any nominated user accompanied by the return of the topmeup® Card to the Lender and payment of all sums outstanding on your Loan Account.
• 20.4. The Lender may at any time and without giving reasons or notice terminate this agreement and upon such termination you must repay the full outstanding balance on your Loan Account and return to the Lender any and all tomeup® Cards issued for use to make topmeup® Transactions and until receipt of the said cards you shall continue to be liable for any and all charges incurred by their use
• 20.5. Termination by either you or the Lender shall not affect your obligations to meet any liabilities incurred prior to such termination

21. DEATH OR BANKRUPTCY

• 21.1. On your death, bankruptcy or insolvency (in the case of a body corporate) your obligations shall remain in full force and effect until such a time as they shall be duly satisfied. For avoidance of doubt, this agreement shall bind your successors
• 21.2. Any additional Accountholder shall cease immediately to be entitled to use the Loan Facility and shall return any topmeup® Card to the account Executive or any other representative of the Lender without delay

22. DISCLOSURE OF INFORMATION

• 22.1. You agree that the Lender may make enquiries about your credit record with any credit reference agency and any other party for the purpose of evaluating this application.
• 22.2. You consent that the Lender may share information relating to your Loan Account to any of our affiliates or associates within the Lender and/or our partners for purposes of performing our obligations under these terms including Loan facility grant, administration, dispute management and debt collection.
• 22.3. You agree that the Lender may disclose details relating to your Loan Account including details of your default in servicing your Loan Account to licensed credit reference agency the services of whom the Lender may have subscribed to.
• 22.4. You agree that participating topmeup® suppliers (to include but not limited to Unilever and their contracted entities) are allowed to share your purchase history with them with the Lender for the purposes of determining and allocating an appropriate Credit Limit to you.
• 22.5. You agree that participating topmeup® suppliers and their contracted entities (e.g. supplier's distributor) may collect personal information on behalf of the Lender for the purpose of supporting the Lender's legal requirements for on-boarding new customers to topmeup®.
• 22.6. You agree, that the Lender may share information pertaining to your remaining Credit Limit with the supplier and their contracted entities (e.g. supplier's distributor).
• 22.7. Your Personal Data will be handled stored and used in full compliance with all current and future Personal Data Legal Requirements for the purpose of making business transactions on topmeup® using the Loan Facility and the administration of same.

23. GOVERNING LAW AND JURISDICTION

• 23.1. This Agreement is governed in all respects by the Laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenya courts.

24. NOTICES AND CHANGE OF ADDRESS

• 24.1. All notices to you made under this agreement shall be communicated by the Lender or their representatives in writing
• 24.2. You shall notify the Account Executive without delay in writing electronically or in person of any change of name address email address telephone number or any other information regarding communication. Until such notice is received your details shall remain as stated on the application
• 24.3. You shall notify the Lender immediately on sale of your business(es) or the transfer to an associate or family member or on closure of your business(es).