1. Definitions

“The Bank” means The Co-operative Bank of Kenya Limited, a bank incorporated under the laws of Kenya whose registered offices are at Co-operative Bank House, Haile Selassie Avenue and of PO Box 48231-00100 Nairobi.

“Borrower” means the individual, company, partnership, or other legal entity that has applied for and has been granted Loan Facilities by The Co-operative Bank of Kenya Limited.

“Facilities” and individually as “Facility” means the loan made available to the Borrower to the Borrower pursuant to Facility Application on the the MCo-opCash Mobile Application.

“Due Date” means the loan maturity date on which the Borrower is legally obligated to settle all amounts due under the Loan Facility, or any other date as may be formally communicated to the Account Holder by the Bank in writing from time to time.

“Operative Account” means the account maintained by the Bank for the account holder which is designated for the processing of transactions related to the loan Facility.

“Account Holder” means the individual, company, partnership, or legal entity that maintains an Operative Account with The Co-operative Bank of Kenya Limited and is legally liable for all obligations arising therefrom.

2. Charges

The Borrower shall be liable for all fees, commissions, and charges in accordance with the Bank’s Tariff Guide, as published from time to time. The applicable charges shall be displayed on the MCo-opCash Mobile Application at the time of disbursement. The Bank’s Tariff Guide is available upon request at all Bank branches and on the Bank’s official website (www.co-opbank.co.ke). The Bank may, at its discretion, effect payment of all applicable fees, charges, and other sums due from the loan facility or any of the Borrower’s accounts held with the Bank. On charges, refer to the Bank’s letter of offer, TCC/APR, and also Loan GTC on the website.

3. Insurance

The Bank shall recover the applicable Life Insurance Premium at the time of loan acceptance, as displayed on the MCo-opCash Mobile Application. The premium shall take effect from the date of disbursement and shall be deducted upfront from the loan facility.

4. Repayment, Term & Review Of Facilities

The Borrower acknowledges that all amounts drawn and outstanding under the facility, including applicable fees and charges, shall be payable on demand, notwithstanding any other terms herein or in the MCo-opCash Mobile Application Terms & Conditions. However, without prejudice to the Bank’s right to demand repayment at any time, the Borrower shall repay the loan strictly in accordance with the repayment schedule specified in the MCo-opCash Mobile Application, which may be subject to review and modification at the Bank’s sole discretion.Facility limits shall be reviewed or refreshed periodically and are subject to change at the Bank’s discretion.

5. Purpose Of The Facility

The loan facility shall be strictly utilized for the purchase of the specified consumer or business-related goods. If the Bank determines that the facility has been used for any other purpose, it reserves the right to demand immediate repayment of the outstanding loan amount, together with applicable charges and other sums payable.

6. Variation Of Terms

The Bank reserves the right to modify, amend, or vary the terms of the facility, including applicable fees and charges, from time to time, having regard to the prevailing regulations of the Central Bank of Kenya and the Bank’s internal policies.

7. Representations & Warranties

The Borrower represents and warrants to the Bank that:

• The Borrower has the necessary authority to enter into this agreement and to fulfill its obligations under the loan facility.
• There has not been any material adverse change in the financial position of the Borrower from that set forth in the application requesting the bank for the facility.
• All information submitted by the Borrower to the Bank, including financial details and indebtedness, is true, complete, and presents accurately its state of affairs is such as date.
• The representations and warranties contained herein shall remain valid and binding for the entire duration of the facility.

8. Conditions Precedent

The granting and continued availability of the facility shall be subject to:

• The Borrower’s compliance with all terms and conditions herein and there being no event or circumstance which constitutes or which with the giving of notice or lapse of time or both would constitute an event of default shall have occurred and be continuing or would result from the granting of the Facility.
• The agreement being governed by the laws of the Republic of Kenya, including applicable regulations of the Central Bank of Kenya.
• The Bank’s right to set off or consolidate any of the Borrower’s accounts and apply any credit balances towards outstanding liabilities at any time and without prior notice to the Borrower.
• All sums payable by the Borrower shall be made without set-off, counterclaim, or deductions, except as required by law in which event the Borrower will simultaneously with making the relevant payment, pay to the Bank such additional amounts
• The Borrower shall route receivables through their Operative Account with the Bank and maintain an active till solution as required.

9. Breach Of Conditions

In the event of any breach by the Account Holder of the conditions herein, the Bank may, after issuing a notice of default, demand immediate repayment of the outstanding loan amount on the Operative Account and take such remedial action as necessary.

10. Default

The following events will constitute default and cause any amount outstanding under the facility to become immediately due and repayable and any commitments hereunder cancelled.

• Failure by the Borrower to make any repayment under the Facility on its due date or to perform any other obligations as set out in these Terms and Conditions, the General Terms and Conditions, and those displayed on the MCo-opCash Mobile Application.
• The occurrence of any adverse change in the financial, trading position, or business prospects of the Borrower that, in the Bank’s reasonable opinion, materially affects the Borrower’s ability to meet its obligations.
• A petition presented, order being made or a resolution being passed for winding up of the Borrower or where the Borrower becomes insolvent or unable to pay its debts or enters into dealings with any of its creditors with a view to avoiding or in expectation of insolvency or stops or threatens to stop payments generally.
• Any representation, warranty, or information provided by the Borrower in connection with the Facility is found to be false, inaccurate, or misleading in any material respect as of the date it was made or deemed to be made.
• Any other indebtedness of the Borrower becomes due and payable before its stated maturity due to an event of default, or the Borrower fails to discharge any financial obligation when due.
• Any guarantor of the Facility gives or purports to give notice to terminate its liability or fails to honor a guarantee or indemnity when called upon.
• The appointment of an encumbrancer, liquidator, administrator, receiver, trustee, sequestrator, or similar officer in respect of all or any part of the Borrower’s assets.
• The cessation, revocation, or invalidation of any consent, authorization, license, or exemption necessary for the Borrower to carry on business or perform its obligations under these Terms and Conditions, resulting in its inability to lawfully meet its obligations.
• The Borrower ceases or threatens to cease its business operations without the prior written consent of the Bank.
• In the event of default, the Bank may, at its sole discretion, demand the immediate repayment of the entire outstanding amount under the Facility, together with all accrued interest, fees, and charges and the Borrower will comply with such demand forthwith.
• The Borrower will indemnify the Bank against any loss or expense which may be incurred as a consequence of any default in payment by the Borrower of any sum hereunder when due and/or the occurrence of any event of default; and
• If any sum due under the Facility remains unpaid on the due date, the Bank reserves the right, at its sole discretion, to roll over the outstanding amount. In such cases, the Borrower shall be liable to pay a Roll-Over Fee in addition to a Late Payment Commission of 1.25% per month, which shall be deducted from the loan facility in addition to all outstanding amounts due. The charges imposed represent a reasonable pre-estimate of the loss suffered by the Bank due to the Borrower’s default.

11. Disclosure Of Information

The Account Holder authorizes the Bank to disclose details of the facility, including repayment status and defaults, Credit Reference Bureaus, regulatory authorities, and other third parties for purposes such as loan evaluation, account maintenance, and any other lawful purpose deemed necessary by the Bank.

The Bank may also retrieve relevant financial, business and credit information from third parties to assess loan eligibility, repayment capacity, and facilitate access to credit under the Order-to-Cash (O2C) Solution for MSMEs and Fulfillers.

Additionally, the Bank may use such information to offer credit facilities and process payments related to Primary and Direct Sales in accordance with its applicable credit terms.

All disclosures and data processing shall be conducted in compliance with the Data Protection Act, 2019 (Kenya) and other applicable regulations.

The Account Holder’s consent to such disclosures remains valid for the duration of the facility and any necessary extensions for legal, regulatory, or operational purposes.

12. Set-off, Combination Consolidation Of Accounts

The Bank may, at any time and without prior notice to the Borrower, combine or consolidate any of the Borrower’s accounts with the Bank and apply any available funds towards repayment of outstanding obligations. The Borrower waives any right of set-off against the Bank. The Bank may convert any such funds into the necessary currency for settlement of liabilities.

13. Governing Law & Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. The Borrower submits to the non-exclusive jurisdiction of the Kenyan courts, without limiting the Bank’s right to initiate proceedings in any other jurisdiction as deemed appropriate.

14. Credit Reference Bureaus

The Borrower acknowledges and expressly consents that the Bank may, at any time and at its sole discretion, conduct credit checks and file credit information with licensed Credit Reference Bureaus on the Borrower and, in the case of a company, on its directors in accordance with the Banking Act.