Subject to any other Agreement between the Bank and the Customer, these Terms and Conditions, together with the Bank’s General Terms and Conditions, govern the relationship between the parties in respect of Kamilisha, an overdraft facility that allows eligible customers to complete transactions instantly, even when their account balance is low, by providing instant access to credit. By opting-in to the service, the Customer agrees to be legally bound by their provisions, which take effect from the date of publication and may be amended by the Bank from time to time.

Your access to and use of the Platform and Bank’s Kamilisha Service is expressly conditioned on your acceptance of and compliance with these Terms and Conditions. By opting in to use the Facility, you acknowledge that you have read, understood, and agreed to be bound by these Terms. IF YOU DO NOT AGREE WITH PROVISIONS CONTAINED HEREIN, YOU MUST NOT OPT IN OR PROCEED TO USE THE FACILITY.

1. Definitions and Interpretation

   “Bank” means The Co-operative Bank of Kenya Limited, a bank incorporated under the laws of Kenya whose registered office is at Co-operative Bank House, Haile Selassie Avenue, Nairobi.

   “Customer” or “You” means the individual, sole proprietorship, or other legal entity that holds an account with the Bank and has opted-in to use the Overdraft Facility.

   “Kamilisha transaction” or “Overdraft Facility” means a short-term overdraft facility made available to eligible customers via the MCo-opCash Application and other authorized Bank channels (collectively, the “Platform”), enabling such customers to access instant credit for the purpose of completing transactions, notwithstanding insufficient account balances.

   “Due Date” means the maturity date by which the Customer is legally obligated to repay all outstanding amounts under the Facility, being a maximum of 30 days from first utilization.

   “Outstanding Balance” means the total amount owed by the Customer under the Overdraft Facility at any given time, including principal, fees, charges, and accrued interest.

   “Overdraft Limit” means the maximum sanctioned amount a customer may access through the Overdraft Facility as determined by the Bank.

   “Operative Account” or “Settlement Account” means the account held by the Customer with the Bank for purposes of processing transactions related to the Overdraft Facility.

   “Omni Channel” means the Bank’s digital banking platform accessible via USSD, mobile applications, and other compatible digital interfaces, including desktop and web-based platforms, through which users may access banking services offered by the Bank.

   “PIN” means the Personal Identification Number used by the Customer to access and authorize transactions on the Bank’s digital platforms.

   “Eligible Transactions” means the transaction types eligible for overdraft facility utilization as determined by the Bank from time to time.

   “DPD” means Days Past Due from the Due Date.

   “CRB” means Credit Reference Bureau licensed under the Banking Act.

   “Equipment” means any mobile device, computer, or other electronic device used by the Customer to access the Bank’s digital platforms.

   “Force Majeure Event” means any event beyond the Bank’s reasonable control including but not limited to acts of God, war, terrorism, civil unrest, government actions, natural disasters, power failures, telecommunications failures, cyber attacks, or system outages.

2. OVERDRAFT FACILITY PROCESS2.1 Using their Equipment and subject to these Terms and Conditions, eligible Customers may opt-in to the Overdraft Facility through the Omni Channel.

   2.2 The Overdraft Facility application shall be processed in accordance with the Bank’s applicable credit appraisal processes. The Bank reserves the right, at its sole discretion, and without assigning any reason, to approve or decline a customer’s eligibility for the Overdraft Facility.

   2.3 Upon eligibility confirmation and opt-in by the customer, the Bank shall make available an overdraft limit to the Customer, subject to a minimum and maximum limit as determined solely by the Bank.

   2.4 The Customer may utilize the Overdraft Facility for eligible transactions when they have insufficient funds in their Operative Account to complete such transactions.

   2.5 The overdraft amount utilized shall correspond to the shortfall required to complete the intended transaction, subject to the approved Overdraft Limit.

   2.6 The Customer may make multiple drawings within the available headroom of their Overdraft Limit within 30 days of first utilization without altering the Due Date.

   2.7 In consideration of the Bank granting the Overdraft Facility, the Customer undertakes to pay the Bank the applicable charges as stipulated in Clause 4 below.

   2.8 The Customer acknowledges that the Overdraft Facility is subject to availability and that the Bank does not guarantee continuous access to the facility or uninterrupted service availability.

   2.9 All transactions utilizing the Overdraft Facility are final and irrevocable once authorized by the Customer, except where the Bank is legally obligated to reverse such transactions.

   2.10 Restricted Transactions and Limit Utilization:

   1. The Overdraft Facility may only be utilized for eligible transactions as determined by the Bank from time to time.
   2. Notwithstanding that an overdraft limit may be marked on the Customer’s account and may appear as available balance on Bank statements or through any Bank channel, the Customer acknowledges that such limit is strictly restricted to eligible transactions only.
   3. The Bank reserves the right to decline, reverse, or block any transaction that attempts to utilize the overdraft limit for non-eligible transactions, without liability to the Customer.
   4. The Customer acknowledges that the visibility of the overdraft limit as available balance does not constitute authorization to use such limit for any purpose other than eligible transactions.
   5. The Bank shall not be liable for any consequences arising from the Customer’s reliance on the apparent availability of the overdraft limit for non-eligible transactions.
3. ELIGIBILITY CRITERIA3.1 General Eligibility Requirements:

   The Customer must:

   • Be an existing customer with an active transactional Co-operative Bank Account
   • Be onboarded to the Mobile banking platform
   • Be between 18 and 75 years of age
   • Have opted-in to the Overdraft Facility
   • Not be subject to any legal restrictions that would prevent them from entering into credit arrangements.
   • Have provided accurate and complete information to the Bank
   • Consent to credit checks and information sharing as outlined in these Terms.

   3.2 Salaried Customers Additional Requirements:

   • Must have a verifiable salary credit history with the Bank.
   • Account must be under eligible salaried account types as determined by the Bank.

   3.3 Business Customers Additional Requirements:

   • Must have operated a Co-op Bank account for a minimum period as determined by the Bank.
   • Must meet minimum credit score requirements as determined by the Bank.
   • Account must be under eligible business account types as determined by the Bank.
4. CHARGES4.1 The Customer shall be liable for all fees, commissions, and charges incurred or applicable in relation to the Overdraft Facility, as specified herein and may be displayed on the Bank’s digital platforms at the time of facility utilization.

   4.2 The following charges shall apply to the Overdraft Facility and may be subject to change from time to time to the full extent permitted by law:

   • Commission: 2% one-off fee per access, recovered upfront and loaded on the overdraft limit.
   • Daily Maintenance Fee: 0.2% daily charge on the outstanding balance, with interest accrued and applied daily.
   • Interest Demand: The total accrued interest for any given day shall be debited from the Customer’s account on or before end of day (EOD) the following day, or on such other date as the Bank may determine at its sole discretion, subject to prior notice.
   • The Bank shall in its sole discretion determine the rate(s) and method(s) of calculating the interest applicable from time to time, with full authority to charge different rates for different accounts and/or transactions based on market and/or risk factors. The Bank shall give the Borrower notice prior to any change in the rate or rates of interest payable. The statement of the Bank as to the rate or amounts of interest payable pursuant to this paragraph shall in the absence of manifest error be conclusive.

   4.3 An Excise Duty of 20%, as imposed under the Excise Duty Act, shall be charged on applicable fees.

   4.4 The Bank may, at its sole discretion, recover all applicable fees, charges, and other amounts due either upfront or in arrears from the overdraft amount or from any of the Customer’s accounts held with the Bank.

   4.5 The applicable charges shall also be displayed in the Bank’s Tariff Guide, which is available upon request at all Bank branches and on the Bank’s official website (www.co-opbank.co.ke).

   4.6 All charges are exclusive of any applicable taxes, duties, or levies which shall be borne by the Customer.

   4.7 The Bank reserves the right to introduce new charges or modify existing charges with reasonable notice to Customers, subject to regulatory requirements.

   4.8 Non-payment of applicable charges, fees, or amounts due under the Overdraft Facility may result in suspension or termination of access to the Facility. The Bank reserves the right to report any default or non-performance to licensed Credit Reference Bureaus (CRBs) in accordance with the provisions of the Banking Act (Cap. 488), the Credit Reference Bureau Regulations, and the Central Bank of Kenya (Digital Credit Providers) Regulations, 2022.

   4.9 Charge Disclosure and Acceptance:

   1. For transactions through Omni Channel platforms, applicable charges will be displayed before transaction completion and customer authorization constitutes acceptance of such charges.
   2. For transactions through ATM, POS, Agency Banking, or other channels where pre-transaction charge display may not be technically feasible, the Customer hereby acknowledges and pre-authorizes all applicable charges as outlined in these Terms and the Bank’s Tariff Guide.
   3. The Bank will send SMS notifications of charges incurred through non-Omni channels within 24 hours of transaction completion.
   4. The Customer’s completion of any transaction utilizing the Overdraft Facility constitutes irrevocable acceptance of all applicable charges, regardless of whether such charges were displayed before the transaction.
   5. The Customer waives any right to dispute charges that are applied in accordance with these Terms, even where such charges were not displayed prior to transaction authorization.
5. INSURANCE5.1 The Bank shall recover a Credit Life Insurance Premium of 0.034% per month of the overdraft amount at the time of facility utilization. This premium covers the outstanding overdraft balance in the event of the Customer’s death or permanent total disability, in accordance with applicable insurance regulations and the terms of the Credit Life Insurance policy.

   5.2 The said premium shall take effect from the date of utilization and shall be deducted upfront from the overdraft amount.

6. REPAYMENT, TERM AND REVIEW OF FACILITIES6.1 Repayment Terms:
   • Maximum tenure: 30 days from first utilization.
   • Repayment may be made through any funds received into the Operative Account.
   • Automatic recovery from any funds received into the Settlement Account.

   6.2 The Customer acknowledges and agrees that all amounts outstanding under the Overdraft Facility, including principal, interest, fees, charges, and applicable taxes, shall be repayable on demand and without set-off or counterclaim.

   6.3 Notwithstanding the repayment schedule, the Bank reserves the right, at any time and without prior notice, to demand immediate repayment of all or any part of the outstanding amounts due.

   6.4 Without prejudice to the foregoing, the Bank may, at its sole discretion, recover any amounts due by debiting any account held by the Customer with the Bank, even if such debit results in the account being overdrawn beyond any authorized limit.

   6.5 Overdraft limits shall be subject to monthly review or refresh by the Bank and may be varied, suspended, or terminated at the sole discretion of the Bank without prior notice to the Customer.

   6.6 The Customer acknowledges that failure to repay any amount when due constitutes a material breach of these Terms and may result in immediate acceleration of all outstanding amounts.

   6.7 Interest, fees, and charges shall continue to accrue on any outstanding balance until full settlement of the same by the customer.

   6.8 The Bank may, without liability, decline to process any transaction that would result in the Customer exceeding their approved Overdraft Limit or where the Customer is in breach of these Terms.

   6.9 Transaction Authorization and Monitoring:

   1. The Customer acknowledges that all transactions are subject to the Bank’s real-time monitoring and authorization systems.
   2. The Bank reserves the right to implement technical controls to prevent utilization of the overdraft limit for non-Eligible Transactions.
   3. Any unauthorized utilization of the overdraft limit, whether due to system error, customer action, or otherwise, shall be immediately rectified by the Bank through reversal, account adjustment, or recovery of the unauthorized amount.
   4. The Customer shall be liable for any unauthorized utilization and agrees to immediate repayment upon demand, together with applicable charges and penalties.
7. OPT-IN AND OPT-OUT PROCESS7.1 Opt-In Process:

   To opt-in to the Overdraft Facility, the Customer shall:

   1. Log in to Omni Channel Platform
   2. Select E-loans > Select Kamilisha
   3. Select Opt-in
   4. Read and accept these Terms and Conditions
   5. Confirm Opt-in

   7.2 Opt-Out Process:

   To opt-out of the Overdraft Facility, the Customer shall:

   1. Log in to Omni Channel
   2. Select E-loans > Select Kamilisha
   3. Select Opt-out

   7.3 A Customer can only opt-out of the Overdraft Facility when all outstanding amounts have been fully repaid, or the approved overdraft limit is fully available. The Bank reserves the right to require additional conditions for opt-out at its sole discretion.

   7.4 Opting-out does not absolve the Customer of any obligations that arose prior to the opt-out date.

   7.5 The Bank may, in its sole discretion and without liability, suspend the opt-out functionality where there are pending investigations, disputes, or regulatory requirements.

8. QUALIFICATION CRITERIA8.1 Credit Assessment:

   Eligibility for the Overdraft Facility shall be subject to the Bank’s internal credit assessments processes and criteria, which may include but are not limited to credit bureau checks, account conduct, and financial history.

   8.2 Exclusions:

   The Bank reserves the right to deny access to the Overdraft Facility to Customers who:

   • Have an adverse credit history with the Bank or other financial institutions.
   • Exhibit irregular or unsatisfactory account conduct.
   • Do not meet the Bank’s current risk assessment criteria.
9. VARIATION OF TERMSThe Bank reserves the right, at its sole discretion, to amend, vary, or modify these Terms and Conditions, including without limitation the applicable fees, charges, and other terms of the Overdraft Facility from time to time. Any such variation shall be made in accordance with the prevailing laws and regulations of the Central Bank of Kenya and the Bank’s internal policies and shall become effective upon notification through such means as the Bank may deem appropriate.
10. REPRESENTATIONS AND WARRANTIESThe Customer hereby represents and warrants to the Bank that:

    10.1 The Customer has full legal capacity and authority to enter into and perform all obligations under this Agreement.

    10.2 No material adverse change has occurred in the Customer’s financial position from the time of opt-in to the date of facility utilization.

    10.3 All information provided to the Bank by the Customer, including but not limited to personal, financial, and credit-related information, is true, accurate, complete, and not misleading in any material respect as at the date of submission.

    10.4 The representations and warranties set out herein shall remain valid and binding for the entire duration of any outstanding Overdraft Facility.

11. CONDITIONS PRECEDENT11.1 The granting and continued availability of the Overdraft Facility shall be subject to the Customer’s unconditional acceptance of these Terms and Conditions.

    11.2 The Bank reserves the right, at its sole discretion and without assigning any reason, to approve or decline any Customer’s eligibility for the Overdraft Facility.

    11.3 The Customer irrevocably authorizes the Bank to act upon any facility utilization or related instructions submitted through the Bank’s digital platforms and agrees to be bound by such utilization or instructions.

    11.4 The Customer acknowledges that it is their sole responsibility to safeguard all credentials, including PINs and passwords, and agrees that the Bank shall not be held liable for any unauthorized utilization, transaction, or disclosure made through the Bank’s platforms arising from the misuse, theft, or manipulation of such credentials, whether or not occasioned by the Customer’s negligence.

    11.5 The Customer undertakes to continue routing their receivables and/or salary through the Bank for the duration of the overdraft facility or as required by the Bank.

    11.6 Where applicable and upon request by the Bank, the Customer shall provide supporting documentation within the timeframe specified by the Bank. Failure to which the Bank may suspend or terminate the Overdraft Facility.

    11.7 The Customer acknowledges that any changes in their circumstances that may affect their creditworthiness or ability to repay must be immediately disclosed to the Bank.

    11.8 The Customer warrants that they will not use the Overdraft Facility for any illegal, unauthorized, or prohibited purposes as determined by the Bank or applicable law.

    11.9 Customer Acknowledgments and Undertakings:

    1. The Customer acknowledges that they have been informed that the Overdraft Facility is restricted to Eligible Transactions only.
    2. The Customer undertakes not to attempt to circumvent or bypass the Bank’s transaction controls or restrictions.
    3. The Customer agrees to indemnify the Bank against any losses arising from unauthorized or improper use of the Overdraft Facility.
    4. The Customer undertakes to familiarize themselves with Eligible Transactions and to seek clarification from the Bank when in doubt.
12. System Limitations and Customer Responsibility
    1. The Customer acknowledges that technical limitations may prevent real-time charge disclosure across various channels.
    2. The Customer agrees that their use of any Bank channel to access the Overdraft Facility constitutes acceptance of these Terms in their entirety.
    3. The Customer accepts responsibility for understanding applicable charges before utilizing the Overdraft Facility through any channel.
13. BREACH OF CONDITIONS13.1 In the event of any breach by the Customer of these Terms and Conditions, the Bank shall issue a notice of default and may, without prejudice to any other rights or remedies available to it, demand immediate repayment of the entire outstanding overdraft balance.

    13.2 Upon default, the Bank shall have the right to debit any of the Customer’s accounts held with the Bank and take any other remedial action it deems necessary to recover amounts due, including legal proceedings, to the extent permitted by law.

14. DEFAULT14.1 Any of the following shall constitute an Event of Default, upon which all amounts outstanding under the Overdraft Facility shall immediately become due and payable:
    • Failure by the Customer to make any repayment under the Overdraft Facility on Due Date or to fulfil any other obligations under these Terms and Conditions.
    • A material adverse change in the Customer’s financial condition that impairs their ability to fulfil obligations.
    • Any materially false, inaccurate, or misleading information by the Customer.
    • Insolvency or similar proceedings affecting the Customer’s ability to pay debts.
    • Any circumvention or attempted circumvention of the Bank’s transaction controls or restrictions.
    • Any unauthorized utilization of the overdraft limit through any means.

    14.2 Upon the occurrence of an Event of Default, the Bank may, at its sole discretion and without prior notice:

    • Terminate any commitment to extend further overdraft facilities.
    • Declare all amounts immediately payable.
    • Hold the Customer liable for all legal fees and reasonable costs incurred.
    • Exercise recovery measures including employer notification, debt collection, and legal proceedings.
    • Set off any amounts due against any deposits or credits in the Customer’s accounts.
    • Suspend access to all Bank services and facilities.
    • Reverse any unauthorized transactions and recover amounts improperly utilized.
    • Impose additional penalties and charges for unauthorized utilization as specified in the Bank’s Tariff Guide.

    14.3 The Bank’s determination of an Event of Default shall be final and binding, and the Customer waives any right to dispute such determination except through the Bank’s formal complaints procedure.

    14.4 The Bank may exercise any one or more of its rights and remedies under these Terms concurrently or consecutively. The exercise of any particular right or remedy shall not preclude or limit the Bank’s right to exercise any other right or remedy available to it under applicable law or these Terms.

    14.5 All costs, expenses, and legal fees incurred by the Bank in connection with any Event of Default shall be immediately due and payable by the Customer and may be debited from any of the Customer’s accounts.

15. INDEMNITY AND RECOVERY OF COSTS15.1 The Customer shall indemnify the Bank against all claims, liabilities, losses, damages, costs, and expenses, including legal fees and enforcement costs, incurred by the Bank as a result of the approval, disbursement, or administration of the Overdraft Facility.

    15.2 The Bank shall not be liable for any delay, failure, or interruption in processing transactions caused by circumstances beyond the Bank’s reasonable control.

    15.3 The Customer acknowledges that the Bank’s liability is limited to direct damages only and excludes any indirect, consequential, special, or punitive damages howsoever arising.

    15.4 The Bank’s total liability to the Customer under these Terms shall not exceed the amount of the Customer’s current Outstanding Balance.

    15.5 The Customer acknowledges and agrees that use of the Overdraft Facility is at their sole risk. The Bank makes no representations or warranties, express or implied, as to the suitability, fitness for a particular purpose, or adequacy of the Facility for the Customer’s specific financial needs or circumstances. The Bank shall not be liable for any loss or damage arising from the Customer’s reliance on the Facility, except as expressly provided under applicable law.

16. Limitation of Liability for Channel-Specific Issues
    1. The Bank shall not be liable for any consequences arising from the Customer’s use of channels where charge disclosure may not be technically feasible prior to transaction completion.
    2. The Bank shall not be liable for any losses arising from the Customer’s misunderstanding of transaction restrictions or eligible transaction types.
    3. The Bank shall not be liable for any consequences arising from the Customer’s reliance on account balance displays that include overdraft limits.
    4. The Customer acknowledges that it is their responsibility to understand and comply with transaction restrictions regardless of system displays or apparent balance availability.
17. TERMINATION17.1 The Customer may terminate their obligations under these Terms and Conditions at any time by opting-out through the Omni Channel, accompanied by full repayment of all outstanding amounts due under the Overdraft Facility.

    17.2 The Bank may, at its sole discretion, terminate or suspend the Customer’s access to the Overdraft Facility without prior notice.

    17.3 Termination shall not affect any rights, liabilities, or obligations that accrued prior to such termination.

18. DISCLOSURE OF INFORMATION18.1 The Customer authorizes the Bank to disclose, receive, record, or utilize any information relating to the Customer and their accounts for lawful purposes.

    18.2 Such information may be shared with Credit Reference Bureaus, regulatory authorities, the Bank’s affiliates, service providers, or other third parties as required by law or for legitimate business purposes.

    18.3 The Customer waives any rights to confidentiality or privacy regarding information that the Bank is legally required or permitted to disclose.

    18.4 Information may be disclosed to third parties for fraud prevention, anti-money laundering compliance, and other regulatory purposes as determined by the Bank.

19. SET-OFF, COMBINATION, AND CONSOLIDATION OF ACCOUNTS19.1 The Bank may, at any time and without prior notice, combine or consolidate any or all the Customer’s accounts held with the Bank and apply any available credit balances to offset any amounts owed under the Overdraft Facility.

    19.2 The Customer hereby waives any right of set-off or counterclaim against the Bank in respect of such transactions.

    19.3 The exercise of set-off rights by the Bank shall not require the Customer’s consent and may be exercised without prior notice.

    19.4 Currency conversion for set-off purposes shall be at the Bank’s prevailing exchange rates, and any costs associated with such conversion shall be borne by the Customer.

20. GOVERNING LAW & JURISDICTION20.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

    20.2 Any legal proceedings may be commenced through the Competent Courts of Kenya the Customer waives any objection to venue or jurisdiction.

    20.3 The Customer consents to service of process by any means permitted by law, including electronic service to their registered contact details.

21. CREDIT REFERENCE BUREAUSThe Customer acknowledges and expressly consents that the Bank may conduct credit checks and file credit information with licensed Credit Reference Bureaus in accordance with the Banking Act and any other relevant Kenyan Laws.
22. DATA PROCESSINGThe Customer confirms that they have read, understood, and accepted the Bank’s Privacy Statement available at https://www.co-opbank.co.ke/privacy-statement/, and expressly authorizes the Bank to collect, use, store, and process their personal data in accordance with the Data Protection Act, 2019.
23. FORCE MAJEURE23.1 The Bank shall not be liable for any delay, failure, or interruption in the provision of the Overdraft Facility due to any Force Majeure Event.

    23.2 In the event of a Force Majeure Event, the Bank may suspend the Overdraft Facility without liability until normal operations can be resumed.

    23.3 Force Majeure Events shall not excuse the Customer’s obligation to repay outstanding amounts under the Overdraft Facility.

24. SEVERABILITY AND ENTIRE AGREEMENT24.1 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

    24.2 These Terms, together with the Bank’s General Terms and Conditions, constitute the entire agreement between the parties regarding the Overdraft Facility and supersede all prior agreements, representations, or understandings.

    24.3 No modification of these Terms shall be effective unless made in writing and signed by the Bank.

25. SURVIVAL

    25.1 The provisions relating to repayment, indemnity, limitation of liability, governing law, and data processing shall survive termination of these Terms.

    25.2 All obligations that by their nature should survive termination shall continue beyond the termination of the Overdraft Facility.