1. Introduction

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These Terms of Service are entered into by and between you (hereinafter referred to as “You”, “you”, or“the Borrower”) and Umba (hereinafter referred to as "Company," “Umba,” “Lender”, "we," or “us") and governs your access to and use of our Services (as defined below) through our website, mobile application, software or API (collectively, App). The following should be reviewed prior to- your use of our Services or the App.

By using the Services or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at [PRIVACY POLICY], incorporated herein by reference.

If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use our Services.

By accepting these Terms of Service, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

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2. Definition

Please take note of the following Terms which are used in this Terms of Service:

• AML/CFT Laws: means any Applicable Laws concerning anti-money laundering or combating the financing of terrorism which impose Know-Your-Customer (KYC), Know-Your-Business (KYB), Customer Due Diligence (CDD) or other procedures for the mitigation of money laundering and financing of terrorism.
• Applicable Laws: means all laws in force and effect as of the date hereof and which may be enacted or brought into force and effect hereinafter in the applicable Territory, including statutes, rules, regulations, directions, bye-laws, notifications, ordinances and judgments having force of law, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during the subsistence of these Terms and Conditions;
• CBK: Central Bank of Kenya;
• CRMS: Credit Risk Management System;
• Drawdown: The processing of making a request through the App that results in receiving a Loan;
• Due Date: the day on which a Loan Obligation is due pursuant to a Loan Contract;
• Force Majeure: any situation or event that makes it impossible for Umba to perform its obligations and includes but is not limited to any act of God such as lightning, floods, earthquakes, prohibitive decisions made by the government or local authority or civil war conflict and industrial strikes as well as any global or partial dysfunction of the Service caused by disruption or suspension of the telecommunication facilities;
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, rights in software, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world relating to the businesses of the Parties or acquired by the Parties from time to time;
• KYC: Know-Your-Customer;
• KYB: means Know-Your-Business;
• Loan: any credit facility offered by us on the App;
• Loan Contract: means any loan agreement entered into by you and us on the App which incorporates these Terms of Service or which is subject to these Terms of Service;
• Loan Obligations: means the aggregate of all principal and interest, expenses, charges and other amounts from time to time owing to, or for the benefit of, Umba pursuant to the Loan Agreement.
• Loan Offer: any loan offer provided by us to you on the App which incorporates these Terms of Service or which is subject to these Terms of Service;
• MNO: Mobile Network Operators (applicable in Kenya);
• Repayment: The process      of sending a transaction through applicable payment channel to the App to repay Loan Obligations;
• Services: refer to bank account services, Loans, Salary Advance, Payroll Services, Employee Lending Program and other products and services provided via the App;
• Territory means the location of the User whether Kenya or Nigeria (as may be applicable);
• Transactions: Combined terms for Drawdowns and/or Repayments;
• "User" is a person that applies to, or registers to use, or uses, the      App;    
• User Account: means an account opened and maintained by you with Umba to enable you use or access the App;
• Umba Account: means the electronic money storage account or wallet provided to you on the App.

3. Amendments

Wereserve the right, in our sole and absolute discretion, to change, modify, oramend any portion of this Terms of Service at any time by posting notificationon www.umba.com/ or otherwise communicating the notification to you. Thechanges will become effective, and shall be deemed accepted by you, after theinitial posting and shall apply on a going-forward basis

4. Eligibility

To be eligible to use or access the App or the Services, you must ensureand are deemed to represent and warrant as follows

• accept and agree to these Terms ofService;
• as an individual, be at least 18 or beof legal age to form a binding contract under Applicable Laws;
• as an individual, legal person, or otherorganization, you have full power, authority and capacity to accept these Termsof Service;
• as an employee or agent of a legalentity, you must have the full power, authority and capacity to accept theseTerms of Service;
• provide accurate KYC or KYB informationas we may request from time to time;
• you have not been previously restrictedfrom using or accessing the Services;
• your use of the Services will notviolate any Applicable Laws;
• all the information you provide to uswill be correct, current and complete;

Notwithstanding the foregoing provisions, access to the App or the Services remains at our sole discretion.

5. Amendments

To access the Services or the App, you must register to create a User Account with us on the App.

To comply with relevant AML/CFT Laws and for the purposes of our internal risk assessment, we may at the point of creating an Umba Account for you and from time to time, request your KYC Information including but not limited to your:

• full name;
• date of birth;
• BVN;
• current residential address;
• photograph;
• valid government issued identitydocument (national ID, international passport, permanent voter’s card ordriver’s license);
• contract of employment;
• details of your bank or salary account;
• recent utility bill, bank statement,affidavit, or another bill, dated within three months of our request, whichcarries your name and address; and
• other information or document as we mayrequire to ensure compliance with AML/CFT Laws and for internal risk assessmentpurposes.

If we approve your registration, you will be authorised to use the Services, subject to these Terms and Conditions.

By using the Umba Account or User Account and providing Customer Information to Umba, You automatically authorize Umba to obtain, directly or indirectly through Our third-party service providers and without any time limit or the requirement to pay any fees, information about You and Your bank account from the financial institution holding Your bank account and other third-party websites and databases as necessary to provide the Account to You. For purposes of such authorization, You hereby grant Umba and Our third-party service providers a limited power of attorney, and You hereby appoint Umba and Our third-party service providers as Your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for You and in Your name, place, and stead, in any capacities, to access third-party websites, servers, and documents; retrieve information; and use Your Customer Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.

YOU ACKNOWLEDGE AND AGREE THAT WHEN UMBA OR OUR THIRD PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, UMBA AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OF, OR ON BEHALF OF THE THIRD PARTY.

During registration, you will be asked whether you intend to use your Umba Account for private or commercial purposes. If you have any intention to use your Umba Account for commercial purposes, you must tell us, even if you use it also for private purposes. If you have stated that you will use your Umba Account for private purposes only, you must tell us immediately before, at any point in the future you use it for commercial purposes by contacting Customer Service via email [.]

You agree to promptly notify us of any changes to the information which you have provided to us by updating your User Account; provided, however, that you must notify us at least three (3) working days before any changes to your Bank or Salary Account information, including but not limited to, the closure of the Bank or Salary Account information for any reason by emailing [.] or by updating your User Account

6. Transacting

You may access the available funds in your Umba Account at any time. While we make every reasonable attempt to provide the Services as described, we offer the Services “as is” and without any warranties.

All payments will be made in the local currency of the relevant Territory. In Nigeria payments will be processed in Nigerian local currency i.e. Naira and Kobo. In Kenya, payments will be processed in Kenyan local currency.

Umba will send you a receipt of all transactions effected from your Umba Account; this message may be sent via push notifications, SMS, email, or another available channel.

As required by the CBK or relevant regulator, there are daily limits on your Account or Wallet. You can increase or reduce these limits by providing Umba with the required information, subject to the restrictions in this document and as mandated by the CBK or relevant regulator’s KYC levels and limits. Should you attempt to exceed any applicable limits, your transactions will be declined.

We will verify and confirm any record of a deposit into your Account. Our records will be taken as correct unless the contrary is proved.

Umba may, acting reasonably and in accordance with regulations set by the CBK or the relevant regulator, vary the limits at any time and any variation will be notified to customers. Where a deposit exceeding the transaction limit for your category is made to your Account, we will notify you to upgrade your Account to the category that applies to such deposit within seven (7) days. In the event that you fail to upgrade your Account to the required category, we reserve right to place a restriction on your Account until such upgrade to the required category is effected.

For the avoidance of doubt, please note that some transaction limits may be further reduced from the approved regulatory limits, this may be done based on channels or particular types of transactions as part of our risk control process.

You undertake throughout the duration of your use of your Umba Account to comply with anti-fraud and anti-money laundering regulations applicable in Nigeria and the Territory. In particular, you undertake to respond diligently to any request from Umba or a regulatory or judicial authority regarding any suspected fraudulent or money laundering activity on your Umba Account.

Any breach of the anti-fraud and anti-money laundering regulations by you constitutes a serious breach of this Terms of Use and we reserve the right to immediately suspend or close your Account.

The proceeds from suspected fraudulent or money laundering transactions shall be kept by Umba pending an internal decision, or a judicial or administrative decision.

Once you open your Umba Account, you will be assigned a Bank Account Number. The account number will be required when you or a third party wants to fund your account. Save for any limits that are applicable to the account, your account may be credited by transfers from other account holders on the App, through bank transfers to your Umba Account and by cards. Your account may also be funded by Umba if your approved loan is disbursed into the Umba Account.

You may transfer the funds in your account to other accounts on the App, and to any bank account with a bank.

We may not process your transfer or payment if:

• If your instructions are unclear
• You have insufficient funds
• There is a suspicion of criminal, fraudulent or illegal activity on your Umba Account
• There is a suspicion of unauthorized access on your Umba Account.
• We (and/or our Partners) are legally restricted from completing the transfers
• It goes over your payment limits (where applicable)
• Your account has been dormant for more than 12 months
• We are prohibited or restricted from doing so in accordance with the payment system regulations or any applicable law

You are responsible for providing the correct details for the recipient of your transfers or payments. Where payments are made according to your instructions and those instructions were wrong, but authorized, we will work with our partners to assist you in retrieving the amount if you notify us promptly. Where we are unable to retrieve the payment, we will assist you with the relevant information in our possession that you may need to reclaim your funds.

You may be required to set a password/Personal Identification Number (PIN) to carry out transactions using the account. When you enter your password to confirm a transaction, you confirm that we may treat the transaction as having been authorized.

Overdrawn amounts from your account may be treated as a Loan which is immediately due and repayable to us

7. Account Security

When you register to use the App, you will be asked to create log in credentials for accessing the User Account

To prevent fraud, you must keep your log in credentials confidential and must not disclose it or share it with anyone.

If you know or suspect that someone else knows your log in credentials, you should immediately change your log in credentials and notify us by contacting [•] immediately.

You agree that your User Account shall be used exclusively by you and you shall not transfer your User Account to any third party.

You also agree that you shall be solely responsible for any activities or actions under the User Account, whether or not you have authorised such activities or actions.

If you authorise any third party to manage your User Account on your behalf, this shall be at your own risk and we shall not be liable to you in any way for any loss or liability arising from use by the third party.

You agree to release and hold harmless Umba of all liability in relation to any loss or damage You may incur as a result of your registration and use of the User Account or Umba Account.

8. Grants & Scope Licence

In consideration of you agreeing to abide by the terms of this Terms of Service, we grant you a non-transferable, non-exclusive licence to use the App including all updates, upgrades, new versions thereof as permitted by these Terms of Service.

You agree not to:

• permit or seek to copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from the App, except as otherwise agreed in this Agreement;
• obtain or claim any ownership in any intellectual property rights (or in any derivation or improvement) connected to the Services or App;
• sub-license the use of the App to any person or third party; and/or
• create, write or develop any derivative software or any other software based on the App utilising the Intellectual Property and Confidential Information of Umba or a third-party licensor of Umba.

9. Intellectual Property Rights

The Intellectual Property Rights in the materials available on the App are protected by copyright, trademark, and other laws of Kenya and other jurisdictions.  

Unless otherwise stated, Umba and/or its licensors own the intellectual property rights in the materials available on the App.

We do not grant you any right, license, title or interest to the Intellectual Property Rights in any of the materials available on the App

9. Intellectual Property Rights

10. Electronic Communications

You consent to receiving important communication including but not limited to transaction alerts, billing statements, demand notes and reminders via SMS, emails and push notifications from us.

By using or accessing the App or Services, you hereby opt out of mandatory SMS alerts as directed by the CBK in favor of push notifications and emails.

11. Prohibited Activities

You may only use the App or Services for lawful purposes and in accordance with these Terms of Service.

You agree not to use the App or Services:

• in any way that violates any Applicable Law;
• to enable or facilitate transactions:
  - that are fraudulent, deceptive, unfair or predatory;
  - in any way that results in or creates a significant risk of chargebacks, penalties, damages or other harm or liability to us;
  - in any way that causes or threatens reputational damage to us;
  - in any way that could disable, overburden, damage, or impair the App or interfere with any other party's use of the App, including their ability to engage in real time activities through the App.

Additionally,you agree not to:

• impersonate or attempt to impersonate us, our employee, another User, or any other person or entity (including, without limitation, by using email addresses or names associated with any of the foregoing).
• Use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App.
• Use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in these Terms of Services, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the App.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the App.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App, the server on which the App is stored, or any server, computer, or database connected to the App.
• Attack the App via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the App.

If,in our sole discretion, we believe that you may have engaged in activity inviolation of these Terms of Service, we reserve the right to (with or withoutnotice to you) take such actions as we deem appropriate to mitigate risk to usand any impacted third parties including but not limited to:

• Suspending, restricting or terminating your access to and use of the Services;
• Suspending, restricting or terminating your access to your Umba Account;
• Terminating our business relationship with you, including termination without liability to Umba;
• Taking legal action against you;
• Contacting and disclosing information related to such violations to (i)law enforcement or regulatory agencies, and (ii) other third parties that may have been impacted by such violations; or
• Charge against you any fees, penalties, assessments or expenses (including reasonable attorneys’ fees) that we may incur as a result of such violations, which you agree to pay promptly upon notice

12. Indemnification

You agree to defend, indemnify, and hold harmless Umba, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to;

• your violation of these Terms of Service
• any use of the App or Services other than as expressly authorized in these Terms of Service,
• your negligence or wilful misconduct,
• opting out of receiving SMS notifications; and
• your failure to provide and maintain true, accurate, current and complete KYC Information and other personal information which we may request from you.

13. Limitations on the Use of Service/Platform

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• Without notice and without liability, Umba reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the App or any App’s feature.
• Umba also reserve the right to impose limits on certain App features or restrict access to parts or all of the App without notice and without liability.
• Umba do not warrant that the functions contained in the Service will be uninterrupted or error free, and we shall not be responsible for any service interruptions (including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions or the Service).
• Umba may limit or suspend your use of the App at any time, in our sole and absolute discretion. If we suspend your use of the App, we will attempt to notify you by email.
  

14. Termination of Service

Umba may, in our sole and absolute discretion without liability to you or any third party, terminate your use of the App for any reason, including without limitation inactivity or violation of this Terms of Service or other policies we may establish from time to time. Upon termination of your use of the Service, you remain liable for all outstanding loans and any other obligations you have incurred. Upon termination, we have the right to prohibit your access to the App, including without limitation by deactivating your username and password, and to refuse future access to the App by you.

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15. Limitations of Liability: Force Majeure

Umba shall not be liable to you in the event of any disruption of the Service or the App or any part thereof resulting from Force Majeure and Umba may suspend the Service or part thereof in such an event. Force Majeure for purposes of this Terms of Service means any situation or event that makes it impossible for Umba to perform its obligations and includes but is not limited to any act of God such as lighting, floods, earthquakes, prohibitive decisions made by the government or local authority or civil war conflict and industrial strikes as well as any global or partial dysfunction of the Service caused by disruption or suspension of the telecommunication facilities.

16. Changes to Terms of Services

We reserve the right, in our sole and absolute discretion, to change, modify, or amend any portion of this Terms of Service at any time by posting notification on www.umba.com/ or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, after the initial posting and shall apply on a going-forward basis

In addition, Umba reserves the right to assign its right, title and interest under the Agreement to a third party to take over your loan.

16. Jurisdiction; Governing Law

This Terms of Service shall be governed in all aspects in accordance with the laws of the Federal Republic of Kenya and or the laws of the Territory shall determine every claim or dispute arising out of or in connection with this Terms of Service.

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Section B: Loans

1. INTERESTS AND CHARGES

The applicable interest and charges for a Loan will be on a per loan basis and will be visible in the Loan Offer on the App before a User enters into the Loan Contract.

You agree to pay to Umba, the Loan, including any convenience, default or penalty fees, flat interest rate, and other amounts due to Umba charged to your Umba Account. You also promise to pay these amounts on or before the Due Date.

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2. THIRD PARTYINFORMATION

In connection with the App and/or maintaining a credit facility with Umba, you hereby authorise Umba to carry out credit checks with or obtain your credit information from, a credit reference bureau or to share information about you with credit reference bureaus, law enforcement agencies or regulators. In the event of the account going into default, you consent to your name, transaction and default details being forwarded to a credit reference bureau for listing or to any relevant law enforcement agency. You acknowledge that this information may be used by banking institutions and other credit grantors in assessing applications for credit by you, associated companies, and supplementary account holders and for occasional debt tracing and fraud prevention purposes.

You agree that Umba may disclose details relating to your account including details of your default in servicing financial obligations on your Umba Account to any third-party including credit reference bureaus for the purpose of evaluating your credit worthiness or for any other lawful purpose.

3. LOAN REPAYMENT

You shall pay the Loan Obligations on or before the Due Dates thereof.

Umba reserves the right to presume that You have authorized any Loan application made in Your name using your Umba Account. You will be deemed responsible for any unauthorized application using your Umba Account.

We reserve the right to accept early repayment of Loan Obligations before the Due Dates thereof, provided that you have given adequate notice and repay the Loan Obligation.

You agree to repay the Loan given to You either via direct cash transfer to your Umba wallet/account or to a bank account listed by Umba, an electronic debit from the card/account You provided on the Due Date, or through an acceptable electronic channel. Umba reserves the right to accept early repayment before the Due Date, provided You have given adequate notice and repay the full loan along with the flat interest rate. Loan repayment via electronic debit card may be affected by Umba in the way and manner hereinafter specified –

• We shall charge a one-time processing fee the first time You set up anew debit card on your Umba Account. In the event the card is expired or about to expire, You will have to obtain a renewed card from Your bank or provide Us with another personal debit card.
• We shall deduct from the card setup on the Due Date. We will never make any transactions on the card outside of the scheduled loan repayments. In the event of a double repayment initiated in error by You, We will on a reasonable effort basis process a refund within a reasonable time.
• You hereby indemnify Us against any losses, liabilities or damages that may arise if You use a third party’s card on your Umba Account without the consent of such third party.

In the event of a default or insufficiency of funds in Your bank account, You hereby authorize Us to charge any other cards You may have on your Umba  Account or profile other than the primary card listed or debit Your Umba wallet/Account.

4. LOAN EXTENSION

We understand that emergencies come up, plans change, and sometimes being able to make payments on your due date will be impossible. You may apply for an extension offer on the App.

By accepting the extension offer, you will need to pay a prepayment amount or an extension fee. A prepayment amount is a partial payment from your ongoing loan amount. When you pay this, the amount paid is deducted from the ongoing loan amount. An extension fee is a slight payment you might need to make to extend your loan. This payment won’t be deducted from your ongoing loan amount.

Please note that that the loan extension application is not applicable to all customers. We will consider the following factors in considering whether you are qualified for loan extension highlighted below:

• Number of extensions already taken
• The maturity of the loan
• The amount of the loan
• The risk profile of customer (Credit Score)

5. CARD SET UP

We may require you to set up your debit card on the App for tokenization as a payment method for Loan Obligations where applicable.

In the event that the debit card which you have set up on the App as payment method is terminated or cancelled for whatever reason during the tenure of a Loan, you must notify us immediately and set up another debit card.

We may charge a one-time processing fee for setting up your debit card as a payment method

You acknowledge and agree that we do not store your debit card credentials on the App and your debit card credentials shall be processed through a secure payment gateway that is PCI DSS compliant.

6. DIGITAL/ELECTRONICSIGNATURE

Any signature (including any digital signature or process on the App attached to, or associated with, a contract or other record, adopted by you with the intent to sign, authenticate or accept such contract or record) relating to a Loan shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law.

7. SET OFF

You hereby authorise us to (with or without notice) to set off any due and unpaid Loan Obligation against any debts or liabilities owed by us to you where applicable.

You hereby authorise us to (with or without notice) to set off any due and unpaid Loan Obligation by debiting any debit card tokenised on your Umba Account where applicable.

You hereby authorise us to recover your Loan Obligations from any money standing to your credit in any financial institution licensed by the CBK

We reserve the right to report your due and unpaid Loan Obligation to the CBK through the CRMS or by any other means

8. INDEMNITY

You agree to defend, indemnify, and hold harmless Umba, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• the unauthorized use of a debit card on your Umba Account;
• the occurrence of a default in paying your Loan Obligations; and
• the enforcement of or the preservation of any rights under a Loan.

9. DISCLOSURE AND TRANSPARENCY

Our Loan Offer on the App shall contain

• Key features of the Loan;
• Tenor of the Loan;
• The nature, amount and method of calculation of any interest, fee or charge and when it is payable;
• The applicable Annual Percentage Rate;
• Details of any changes that may be made to the contract terms, and how you will be informed of such changes; and
• Information on how to lodge a complaint with us where necessary.

10. CREDIT REFERENCE

In order to comply with the Applicable Laws and for the purposes of (i) verifying your personal information, (ii) managing your Umba Account(s) and (iii) assessing your credit risk, you irrevocably and unconditionally agree, consent and authorize us and our authorised representatives/agents to:

• Collect, seek, obtain, confirm information relating to you including but not limited to your personal information, details of your accounts, account statements, finances, current and previous debit card, banking transactions, repayment history and any default (the ”credit report”); and
• Disclose and exchange your credit information with a credit bureau.

11. EVENT OF DEFAULT

Default in terms of this Agreement will occur if:

• You fail to make any scheduled repayment in full on or before the payment due date in accordance with the repayment plan given to you.    
• Any representation/information, warranty or assurance made or given by you in connection with the application for this loan or any information or documentation supplied by you is later discovered to be materially incorrect    
• You do anything which may prejudice the Umba’s rights in terms of this Agreement or causes Umba to suffer any loss or damage; or you breach any of the anti-fraud and anti-money laundering regulations.

In the event of any default by you subject tothe above -

• Umba reserves the right to assign its right, title and interest under the Agreement (a) to a third party to take over your loan or (b)to an external Collections Agency who will take all reasonable steps to collect the outstanding loan amount
• Umba also reserves the right to institute legal proceedings against the defaulting Borrower and is under no obligation to inform the Borrower before such proceedings commence    
• You shall indemnify and hold harmless Umba and its representatives (each, an “Indemnified Person”) from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including, without limitation, counsel’s fees and disbursements and other costs of investigation or defence, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any Indemnified Person as the result or arising out of:
  - credit having been extended, suspended or terminated under this Agreement or
  - any loan documents and the administration of such credit and in connection with or arising out of the transactions contemplated under this Agreement or any loan document and any actions or failures to act in connection therewith and any legal costs and expenses arising out of
  - incurred in connection with disputes between or among any parties to this Agreement or any loan document (collectively, “Indemnified Liabilities”)
  - provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person’s gross negligence or wilful misconduct, as finally determined by a court of competent jurisdiction.

12. TAXES

All payments to be made by you in connection with these Terms and Conditions or any Services provided to you by Umba may be calculated without regard to any taxes payable by you or in respect of the Services. If any taxes are payable in connection with the payments, you must ensure that you pay such taxes and that you pay to Umba such additional amounts as will result in Umba receiving the full amount it would have received had no such taxes been applicable to the payments.

You hereby consent and agree that Umba may withhold amounts in your Umba Account if we are required to do so in accordance with the direction of any tax authority, or Umba is otherwise required by law or regulation or pursuant to agreements with any tax authority to do so, or if Umba needs to comply with internal policies or with any applicable order or sanction of a tax authority. You will, however, be notified if such deductions are made.

All payments to be made by you under this Agreement shall be made in full without any set off or counter claim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Umba, you shall immediately pay to Umba such additional amounts as will result in Umba receiving the full amount it would have received had no such deduction or withholding been required.

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Section C: Salary advance

1. INTRODUCTION

These Terms and Conditions are entered into by and between you and Umba ("Company," “Umba” "we," or "us") and governs your access to and use of Salary Advance (as defined below) through our website, mobile application, software or API (collectively, App). The following should be reviewed prior to your use of Salary Advance.

By using Salary Advance or by clicking to accept or agree to the Terms and Conditions for Salary Advance (these Terms and Conditions) when this option is made available to you, you accept and agree to be bound and abide by

• these Terms;
• our General Terms of Service found at [GTS] (where applicable); and
• our Privacy Policy, found at [PRIVACY POLICY], all incorporated herein by reference.

If you do not want to agree to these Terms and Conditions including the incorporated terms and policies, you must not access or use Salary Advance.

By accepting these Terms and Conditions, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use Salary Advance.

2. DEFINITION

Please take note of the following terms which are used in this Terms and Conditions:

• Applicable Laws: means all laws in force and effect as of the date hereof and which may be enacted or brought into force and effect hereinafter in the applicable Territory, including statutes, rules, regulations, directions, bye-laws, notifications, ordinances and judgments having force of law, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during the subsistence of these Terms and Conditions;
• CBK: Central Bank of Kenya;
• CRMS: Credit Risk Management System;
• Due Date: the day on which a Salary Advance Obligation is due pursuant to a Salary Advance Contract;
• Employer: means in relation to a User, a person or entity who is an employer of the User and whom we provide Payroll Services to
• Force Majeure: any situation or event that makes it impossible for Umba to perform its obligations and includes but is not limited to any act of God such as lightning, floods, earthquakes, prohibitive decisions made by the government or local authority or civil war conflict and industrial strikes as well as any global or partial dysfunction of the Service caused by disruption or suspension of the telecommunication facilities;
• Salary Advance Contract: any loan agreement entered into by you and us on the App which incorporates these Terms and Conditions or which is subject to these Terms and Conditions;
• Salary Advance Obligations: the aggregate of all principal and interest, expenses, charges and other amounts from time to time owing to, or for the benefit of, Umba pursuant to the Salary Advance Contract.
• Salary Advance Offer: any offer of Salary Advance provided by us to you on the App which incorporates these Terms and Conditions or which is subject to these Terms and Conditions;
• Repayment: The processing of sending a fund transaction through applicable payment channel on the App to repay Salary Advance Obligations;
• Salary Advance: loans advanced to a User pursuant to the Salary Advance Contract;
• User is a person that applies to, or registers to use, or uses, the App;
• User Account: means an account opened and maintained by you with Umba to enable you use or access the App;
• Umba Account: means the electronic money storage account provided to you on the App.

3. ELIGIBILITY

To be eligible to use or access the Salary Advance, you must ensure and are deemed to represent and warrant as follows –

• that you accept and agree to these Terms and Conditions;
• that you are at least 18 years or of legal age to form a binding contract under Applicable Laws;
• that you have provided and shall continue to provide accurate KYC information and any other information as we may reasonably request from time to time;
• you have not been previously restricted from using or accessing the App;
• your use of the App will not violate any Applicable Laws;
• all the information you provide to us will be correct, current and complete;
• the Salary Advance Contract which you may enter into shall be a valid and binding obligation, and enforceable against you in accordance with its terms

Notwithstanding your provision of the above information or any other information required by us, access to Salary Advance remains at our sole discretion.

4. REGISTRATION

To access the Salary Advance, you must register to create an Umba Account with us on the App.

To comply with relevant AML/CFT Laws and for the purposes of our internal risk assessment, we may at the point of creating an Umba Account for you and from time to time, request your KYC Information including but not limited to your:

• full name;
• date of birth;
• BVN;
• current residential address;
• photograph;
• valid government issued identity document (national ID, international passport, permanent voter’s card or driver’s license);
• contract of employment;
• details of your bank or salary account;
• recent utility bill, bank statement, affidavit, or another bill, dated within three months of our request, which carries your name and address; and
• other information or document as we may require to ensure compliance with AML/CFT Laws and for internal risk assessment purposes.

If we approve your registration, you may access the Salary Advance, subject to these Terms and Conditions.

You agree to promptly notify us of any changes to the information which you have provided to us by updating your User Account; provided, however, that you must notify us at least three (3) working days before any changes to your Bank or Salary Account information, including but not limited to, the closure of the Bank or Salary Account information for any reason by emailing support@umba.com or by updating your User Account.

5. INTEREST AND CHARGES

The applicable interest and charges for a Salary Advance will be on a per loan basis and will be visible in the Salary Advance Offer before a User enters into the Salary Advance Contract.

In lieu of market conditions and applicable monetary or credit policies we reserve the right, to change the applicable interest rate of your Salary Advance at any time

6. THIRD PARTY INFORMATION

In connection with the App and/or maintaining a credit facility with Umba, you hereby authorise Umba to carry out credit checks with or obtain your credit information from and share your account information with a credit reference bureau. In the event of the account going into default, you consent to your name, transaction and default details being forwarded to a credit reference bureau for listing. You acknowledge that this information may be used by banking institutions and other credit grantors in assessing applications for credit by you, associated companies, and supplementary account holders and for occasional debt tracing and fraud prevention purposes.

You agree that Umba may disclose details relating to your account including details of your default in servicing financial obligations on your Umba Account to any third-party including credit reference bureaus for the purpose of evaluating your credit worthiness or for any other lawful purpose.

7. LOAN REPAYMENT

Your Salary Advance Obligations shall become payable on the Due Dates thereof.

You have expressly consented and authorized Us to verify Your salary details with Your employer and/or Your employer’s appointed salary processors without further recourse to You

You hereby authorize us, our Affiliates or your Employer to deduct for and on our behalf, your Salary Advance Obligations from your remuneration due from your Employer in accordance with the repayment terms of your Salary Advance Contract.

In addition to the above, You hereby expressly consent and authorize Umba to debit Your Account and/or authorize Us or any of Our duly authorized agent or partner to debit Your designated salary account, or any other bank account linked to Your Bank Verification Number (“BVN”), for repaying the Loan with applicable interest as and when due.

In the event that your employment with your Employer is terminated during the term of a Salary Advance Contract, you hereby authorise us, our Affiliates or your Employer to deduct (with or without advance notice) for and on our behalf, your Salary Advance Obligations from any debt or liability owed to you by your Employer.

We reserve the right to accept early repayment of Salary Advance Obligations before the Due Dates thereof, provided that you have given adequate notice and repay the Salary Advance Obligation.

8. DIGITAL/ELECTRONIC SIGNATURE

Any signature (including any digital signature or process on the App attached to, or associated with, a contract or other record, adopted by you with the intent to sign, authenticate or accept such contract or record) relating to a Salary Advance shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law.

9. SET OFF

You hereby authorise us to (with or without notice) to set off any due and unpaid Salary Advance Obligation against any debts or liabilities owed by us to you (by way of deposits, savings or your Umba Account balances) where applicable.

You hereby authorise us to (with or without notice) to set off any due and unpaid Salary Advance Obligation by debiting any debit card tokenised via your User Account where applicable.

You hereby authorise us to recover your Salary Advance Obligations from any money standing to your credit in any financial institution licensed by the CBK in accordance with Applicable Laws.

We reserve the right to report your due and unpaid Salary Advance Obligation to the CBK through the CRMS or by any other means

10. INDEMNITY

You agree to defend, indemnify, and hold harmless Umba, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• the unauthorized use of a debit card on your Umba Account;
• the occurrence of a default in paying your Salary Advance Obligations; and
• the enforcement of or the preservation of any rights under a Salary Advance.

11. DICLOSURE AND TRANSPARENCY

Our Salary Advance Offer on the App shall contain

• Key terms of the Salary Advance;
• Tenor of the Salary Advance;
• The nature, amount and method of calculation of any interest, fee or charge and when it is payable;
• The applicable annual percentage rate;
• Details of any changes that may be made to the contract terms, and how you will be Informed of such changes; and
• Information on how to lodge a complaint with us where necessary.