Agreement

means this agreement between the Customer and SAVA AfricaLimited which contains the Terms and Conditions;

Client

means SAVA Africa Limited's client.

Bank Account

means a unique bank account with Choice Microfinance BankLimited created for you and maintained by us and Choice Microfinance Bank Limited, upon setting up an Account on the Platform;

Banking Partner

means Choice Microfinance Bank Limited, a Central Bank of Kenya regulated entity.

Overdraft Limit

means the maximum Overdraft credit allowable to the Client by us, following the creation of aBank Account. Subject to our review, the Overdraft limit shall be at the discretion of SAVA.

Event Of Default

shall have the meaning ascribed to it in clause 13;

Interest

means an interest rate on the Overdraft for the duration of the Overdraft facility, including a penalty rate will be applied if the due date for payment is not met by the Customer;

Party

means the Customer and SAVA individually;

Parties

means the Customer and SAVA collectively;

Personal Data

means any information about the business and or company, and their stakeholders provided to us by you or in the use of our Siteand services such as your name, email address, physical address, password, billing and payment information, and One Time PIN. This includes non-personal information like the domain name of your internet service provider,your geographical location, operating system, and other relevant statistics;

Privacy Policy

means our privacy policy available on our Website and Platform, which sets out the manner in which personal data we collect from you, or you provide to us, will be used and processed by us;

Platform

means SAVA's website, product, and/or any other platform or media through which SAVA offers its clients services.

1. Beta Services

All headings in this Agreement are for convenience only and shall not be used in its interpretation. Unless this Agreement indicates a contrary intention of said paragraph. The singular shall include the plural and vice versa. A reference to any one gender shall be capable of being construed as a reference of any of the others.

2. Acceptance of Terms and Conditions

• You hereby expressly consent and authorize SAVA and/or any of our duly authorized agents or partners, to debit your or Bank Account for the purpose of repaying any outstanding amounts such as Overdraft and accrued Interest as and when due;
• You consent to us transferring your data to third parties to local and foreign countries to process such data, in so far as such transfer is required for the performance of our obligations to you under this Agreement;
• A reference to any one gender shall be capable of being construed as a reference of any of the others.
• We can provide materials and other information about your legal rights and duties to you electronically.
• We can send all important communications, billing statements, reminders, and demand notices (collectively referred to as "Notifications") to you electronically via our Platform or to an email address you have provided us with.
• We are authorized to share, receive, and use data/information collected from your transaction with other affiliated third parties, including but not limited to switching companies, credit bureaus, and other financial institutions.
• We can alert you when Notifications are available by sending you an electronic communication.
• By consenting, the electronic Notifications shall have the same meaning and effect as if we provided paper Notifications to you. When we send you an email alerting you that Notifications are available to you, such electronic Notifications shall have the same effect as paper Notifications whether or not you chose to view the Notifications, unless you had previously withdrawn your consent to receive electronic Notifications.
• You accept and subscribe to the Banking Partners' Terms and Conditions as may be amended from time to time. The Banking Partner's terms and conditions are adopted into these Terms and Conditions and can be found here:https://app.choicedigitalbank.com/#/conditions
• SAVA reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time. You will be notified of the changes and once you have been notified and you object to such changes, your recourse will be to cease using our services and the Platform. Your continued use of our services and the Platform following the changes to the Terms and Conditions will indicate your acknowledgment of such changes and agreement to be bound by the amended Terms and Conditions.

3. Account Opening Process

• You will need to provide Company Data and Personal Data when submitting an application for a Bank Account. Such Company Data may include business information (such as registered business name, the business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and otherbusiness information we may request from time to time), and such Personal Data may include the name, contact information, and date of birth of Users or beneficial owners. You may also need to provide documentary information used to verify such Company Data and Personal Data (such as corporate registration certificate, proof of address, or personal identification). Use of specific Services or features may also require that you permit Sava to access Company Data and Personal Data through Third-Party Services.
• We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for Services and Cards. We, Issuers and Third-Party Service Providers may approve or deny your application(s) or grant you provisional access to the Services, Third-Party Services or your Bank Account while your application is pending additional review. Sava, Issuers and Third-Party Service Providers rely on the accuracy of all such Company Data and Personal Data when opening, maintaining and using your Bank Account. We may deny Applications, interrupt provision of the Services to you, or suspend or close your Bank Account for any reason including where required Company Data or Personal Data is incomplete, inaccurate or out of date. You represent and warrant that you will keep all such Company Data and Personal Data current, complete and accurate in your Bank Account whether we provide you with full or provisional access, by contacting Sava and providing any updated Company Data or Personal Data. We may request information from credit reporting agencies using the Company Data you have provided, and may report the performance of your account to one or more credit reporting agencies.
• If you successfully open a Bank Account through a referral from an existing Sava customer or referral partner, you acknowledge and agree that Sava may provide Company Data about you to the Sava customer or partner that referred you, which may include (a) notice that you successfully opened a Bank Account and/or met other criteria required b the referral link or other referral method, such as completing a minimum required payment; or (b) aggregate spend data or total spend volumes as required to determine partner incentives.

4. Bank Account

To use the Bank Account, you agree and acknowledge the following:

• That the company has a functional bank account with a financialinstitution domiciled in Kenya;
• That you shall provide us with all information as may be requested by us for the creation of a Bank Account for you. Such information shall include but shall not be limited to the company's name, email address, and phone number;
• That you represent and warrant that all Customer Information youprovide to us is truthful, accurate, and complete;
• That you agree to promptly notify us of changes to your Customer Information by updating your Account & Profile on the Platform;
• That for our compliance purposes and to provide the Bank Account services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation that helps us verify your identity and the bank account information provided;
• That By using the Bank Account and providing Customer Information to us, you automatically authorize us to obtain or provide, directly or indirectly and without any time limit or the requirement to pay any fees, information about you and your Bank Account from or to the Banking Partner and other databases as necessary to provide the Bank Account to you.

5. Payments And Transactions

• All payments and transactions requested by you through the Platform will be actioned by Choice Microfinance Bank Limited;
• SAVA reserves the right to refuse any transaction requests it deems are in conflict with any of these Terms and Conditions or that would go against the laws of the Republic of Kenya;
• SAVA may reject any requests regarding transactions by you should its partners find any fault or issue with the request submitted;
• SAVA indemnifies itself from any failure to perform or for the delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its control or dependent upon third parties or partners performing actions to complete any requests made.
• SAVA reserves the right to ask for further information before proceeding with any request if it is required by law, or whether its partners or third-party service providers require such mentioned information.

6. Account And Transaction Fees

• The user will be informed of all fees related to the account and transactions and accepts that his or her account will be debited of such fees as per the schedule suggested by the pricing and fees documentation shared with the client via email and upon request from the client.
• SAVA reserves the right to change the fees applicable to any account at any time at its own discretion whilst informing the user within 7 days of any change.
• SAVA reserves the right to change the fees applicable to any account at any time at its own discretion whilst informing the user within 7 days of any change.

7. Personal Information

• The Card Networks, Sava, and Issuers collect and process Company Data and Personal Data through your use of the Cards, the Services (including received through Linked Accounts), and Third-Party Services. The Card Networks, Sava, and Issuers may use and disclose Company Data and Personal Data (a) to provide Services to Company and Users; (b) as required by law or Card Network rules; (c) for underwriting, identity verification, and fraud prevention; (d) to verify account balances and account information, establish spending limits, identify spending patterns, and determine spending limits; (e) to analyze and report transactions; (f) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate (g) for internal analytics and reporting; (h) as needed in dispute resolution; and (i) as otherwise permitted by law.
• We will not share any Company Data or Personal Data with third parties for marketing their unaffiliated products without your consent but may use Company Data and Personal Data to identify Services, Third- Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, including as part of a rewards or benefits program.
• Except as prohibited by law, Sava may use and disclose De-Identified Data for Sava's own purposes, including to improve and develop Sava products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). Sava may also include De-Identified Data in both public and private reports.
• Sava processes Personal Data in accordance with the Privacy Policy and, where applicable, any Data Processing Addendum. You acknowledge, understand, and agree that we will collect, disclose, and otherwise process Company Data and Personal Data in accordance with this Platform Agreement, the Data Protection Addendum (where applicable), and the Privacy Policy. Where Company Data or Personal Data is shared by us with our subcontractors, Sava will implement controls to reduce the risk of loss or accidental disclosure.

8. Intellectual Property

• The Platform and our services contained therein, original content, features, and functionality are and shall remain the exclusive property of SAVA. Our trademarks and trade name may not be used in connection with any product or service without our prior written consent.
• You shall not use, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Platform or collective content except as expressly permitted by SAVA.
• Subject to your compliance with these Terms and Conditions,SAVA grants you a limited, non-exclusive, revocable, non-transferable license to access and view any collective content made available on or through the Platform and accessible to you.

9. Representations And Warranties

You make the following representations and warranties to us at the time of agreeing to these Terms and Conditions:

1. You are over the age of 18 years;
2. You are of sound mind and have the capacity to use our Platformand services;
3. All information that you provide to us is true and accurate to the best of your knowledge;
4. That your company has been duly registered as a legal entity at the office of the appropriate companies' registration agency;
5. You have carefully read and understood these Terms and Conditions;
6. That neither the company nor the stakeholders are subject to any bankruptcy claim, and/or pending or threatened criminal proceedings, that may in any way have an adverse effect on thefinancial assets of the company or stakeholders in the opinion of SAVA;
7. If you are accepting these Terms and Conditions on behalf of a legal entity, you are legally authorized to do so and we may request evidence of such legal entitlement; and
8. That by accepting these Terms and Conditions, neither the company nor the stakeholders are not breaking any laws, regulations, or agreements that are applicable to them

10. Termination

• We may terminate or suspend your Account immediately with or without prior notice or liability, for any reason whatsoever, including without limitation to if you breach these Terms and Conditions; or upon the occurrence of an Event of Default as stated in clause 15 above.
• Upon termination, your right to use our Platform, the Bank Account, and services will immediately cease, and all outstanding Overdrafts (including any accrued Interest or fees payable on the Overdraft) shall become payable. If you wish to terminate your Account, you may simply discontinue using the Platform and our services subject to this cancellation clause.
• Upon termination, you accept and agree and give SAVA the authority to close the Account, pay necessary fees, and take all necessary action on your behalf.

11. Indemnity

You agree to indemnify and hold harmless SAVA, its affiliates, and subsidiaries, its officers, directors, and employees, against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profits, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred by it, its affiliates and subsidiaries, its officers, directors, and employees, as a result of:

• Your fraudulent or illegal use of our Platform or services;
• Any act of negligence or willful conduct by the stakeholders of the company with respect to fulfilling your obligations in connection with this Agreement;
• Any inaccurate, incomplete, or misleading information that you have provided to us;
• Any unauthorized access to your Account as a result of your failure to keep your username and password confidential;
• any service that you have offered, whether with or without our permission to a third party using the Company's services or Platform;
• and any claim made against the company and/or its stakeholders for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use of our services or use of the Platform.

12. Force Majeure

Neither Party shall be liable for failure to perform or for the delay in performing its obligations hereunder if such failure or delay shall be due to Acts of God, war, riot, civil commotion, weather, labor disputes, failure of sub-contractors or any other cause beyond its reasonable control.

13. Limitation of Liability

In no event shall SAVA, its directors, employees, partners, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your use of the Platform or our services or your inability to use the Platform or our services.

14. Severability

If any part of this Agreement is held to be invalid or unenforceable in any jurisdiction, the invalidity and unenforceability of all remaining provisions contained in this Agreement shall not in any way be affected or impaired.

15. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to the subject matter and supersedes all prior arrangements and understandings (whether oral or written).

16. Waiver

In the event SAVA does not strictly enforce its rights under this Agreement (including its right to insist on the repayment of all sums due on the Repayment Date), SAVA shall not be deemed to have waived or lost those rights and will not be prevented from enforcing such rights at a later date.

17. Assignment

SAVA reserves the right to transfer or assign its rights and obligations under these Terms and Conditions. SAVA will inform you should an assignment take place as well as provide details of the recipient of said assignment even if such an assignment does not change the arrangements of its services to you.

18. Amendment

SAVA may at any time vary and revise these Terms and Conditions by updating this document. Once notified and you proceed to make use of our services and platform, you agree to be bound by subsequent revisions and agree to review these Terms and Conditions annually as part of your review process. The most updated version of this document will be available for your review under the “Terms and Conditions” that appears on the Platform.

19. Governing Law And Dispute Resolution

• These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Kenya.
• In the event of a dispute, we both undertake that we shall make an effort to achieve an amicable settlement. The discussions will be handled by our Authorized Representatives and you or your authorized representatives. Any dispute arising out of this Agreement that cannot be settled, by mutual agreement/negotiation within 1 (one) month from the commencement of the dispute shall be, shall be subject to the jurisdiction of the courts of the Republic of Kenya.

20. Class Action Waiver

You agree that any claims will be adjudicated on an individual basis, and you waive any rights that you may have to participate in a class, collective, or other joint action with respect to any claims that you may have against us.

21. Contact Us

• If you have any questions about these Terms and Conditions, please contact us at: [email protected]