These Terms and Conditions together with the terms set out in the Account Application Form govern your(“you” or “your”) use and access of the Kopo Kopo Services described below made available by Kopo Kopo Inc., together with its affiliates (hereinafter referred to as Kopo Kopo) (“we”, “us”, “our”) a company duly incorporated under the applicable laws which access is by downloading, installing and using the Application, accessing the platform, together with the website; either singularly referred to as ‘Party’ and collectively referred to as “parties”.

YOU ARE REQUIRED TO READ CAREFULLY AND ACCEPT THESE TERMS BEFORE USING KOPO KOPO SERVICES. IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DISCONTINUE THE ACCOUNT OPENING PROCESS.

Kopo Kopo may modify the terms and conditions from time to time and such modifications shall be effective immediately upon posting of the modified terms of use on the Application or website and notify all users of the updates. In the event that Kopo Kopo modifies any terms or conditions herein, You shall be given fifteen (15) days prior notice of such modification. By continuing to access the Application or Website following posting of changes to the Terms, you agree to all such changes. 

By clicking to accept the Terms and Conditions when prompted on the Application or Website, you are deemed to agree to be bound by these terms and any future modifications posted on the Application or Website effective on the date you register your Account or click to accept the Terms of Service or continued use of the services for updated terms.  Your acceptance establishes a contractual relationship between you and Kopo Kopo. These terms constitute the Lipa na M-Pesa Terms and Conditions, K2 Connect Terms of Service, Loan and Purchase Terms and Privacy Notice as part of the binding contract between you and Kopo Kopo Inc.

Kopo Kopo reserves the right to decline your application for an Account or cash advance application or to revoke the same at any stage at Kopo Kopo’s sole discretion and without assigning any reason or giving any notice thereto.

“Account” means the means with which you access our services  that make it simple for your business to accept, make and manage digital payments while providing access to credit and other business tools referred to as services and defined under clause 3 of these Terms. An account is held by a business under the name of the company, sole proprietor, or other registered entity.

“Account Information” means identifying, transactional and financial information collected, generated, and retained in relation to your use of the services.

“Account Application Form” means the form you are required to fill and execute to request to open an account and which you provide all the information regarding your business that is necessary for the account opening and operation.

“Advance amount” is the total amount granted to you under the Loan and Purchase Terms.

“Debit Order” means an agreement between the Parties that authorizes Kopo Kopo to debit the Specified Percentage or Minimum Payment, whichever is greater, from Your Account and credit our nominated account until You have fully paid the Purchase Amount. 

“Debit Order Instruction” means an agreement and instruction between the Parties that clearly states the Specified Percentage and Purchase Amount. 

“Debit Order System” refers to the means by which we create, manage and store information pertaining to a recurring debit to Your Account and credit to our nominated account as specified in this Agreement in order to fulfill the Debit Order Instruction. 

“Facility” means the Kopo Kopo overdraft facility as defined in clause 21 of these terms and conditions.

“Future Transactions” – means any future payments made to the account.

“Merchant” means a business or company that has registered and operates a till through Kopo Kopo; has registered and operates an account with Kopo Kopo for pay and card services; and has registered to access other services offered by Kopo Kopo. It may be a sole proprietor, registered company, partnership, limited liability partnership, or any other registered entity.

“Merchant Account” means the  Account opened in your name or that of your business. 

“Overdraft Facility” means the arrangement allowing Merchants to overdraw on their outgoing  payments up to a specified limit where the merchant does not have enough money in their account;or, the overdrawn amount exceeding the available balance in the account.

“Overdraft maximum limit” the maximum Facility amount you are allowed on the Kopo Kopo Overdraft Facility as defined under clause 21 , established and communicated to you by us from time to time based on your credit score.

“Request” means requisition by the Merchant to access a specific service on the Kopo Kopo Platform. 

“Service” means the services specified under clause 3 in these Terms and Conditions. 

3.1 The Service is a payment and data management service software that allows Merchants to open electronic payment accounts, process payments, track and analyse these payments, access overdraft facilities and utilise the Cash Advance Facility.

3.2 To enable you to operate an account and enable us to offer all the additional services, we have entered into agreements with mobile money networks (“Networks”) and other relevant authorised business partners. To access the service, we require you to complete an application form and provide all the required documents during account creation. Please note that once the account is created, an automatic legal binding contract exists between Kopo Kopo and the Merchant.

3.3 We are not a bank, an e-money issuer, or a money services business.

For purposes of this Agreement and solely to provide the Service, you grant Kopo Kopo a limited power of attorney to set up and manage your digital payment accounts including Mobile money accounts, Visa and Mastercard accounts and to hold funds on your behalf until you give Kopo Kopo instructions on management of the funds. However, if the account remains inactive for five months, the account balance will be auto-settled to the current account settlement wallet before the account is closed.

 Kopo Kopo undertakes that all funds held on behalf of merchants and customers will be held in CBK regulated financial institutions or payments system providers.

5.1 You may submit information about one or more mobile payment accounts that you may have with a Network (“Account Information”). This Account Information will only be used for the sole purpose of capturing transaction data and other relevant information that can be  read and interpreted by Kopo Kopo for purposes of offering you the services. 

5.2 When submitting Account Information, you agree that: –

(a). You are authorised to access the account and otherwise have the necessary authority to provide Kopo Kopo with access to any Account information.

(b). You have given Kopo Kopo the authority to access and use the account information for the purpose stated above.

(c). You have read and understood the terms and conditions governing the operation of the account and access to services.

(a). To use most aspects of the Kopo Kopo service, you must register for a Kopo Kopo account (“Account”). 

(b). You must be at least 18 years of age to obtain  or operate an Account. 

(c). Account registration requires you to submit to Kopo Kopo certain information on your business and includes;

i. Full names of sole proprietor, partners, or directors of the business
ii. Physical address of the business
iii. Postal address of the business, sole proprietor, partners, or directors.
iv. Mobile phone number of the sole proprietor, partners, or directors.
v. Registration certificate of the business and/or the latest business permit
vi. ID /Passport of the sole proprietor, partners, or directors.
vii. Valid CR12 or equivalent document.
viii. Business permit.
ix. Bank account information.
x. KRA PIN for sole proprietor, company, partnership, or other entity. In addition, we may request for individual KRA PINS for directors, partners, and people you authorize to operate or have access to the account.
xi. Licenses for businesses that are regulated by special authorities, e.g pharmacies,

(d). If there is a suspicious transaction, or a transaction exceeding a certain threshold as may be fixed from time to time, we may ask for additional information to verify the transaction.
(e). You must only register for the services using your information or that of the registered business.
(f). You certify that you are authorized on behalf of the Company whose name and details you have provided to sign up for the services.
(g). You agree to maintain accurate, complete, and up-to-date registration information stated under Clause 5 in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or Kopo Kopo’s termination of these Terms with you.
(h). You are responsible for all activities that occur under your Account, and you agree to maintain the security and secrecy of your Account username, password pin or phone that is setup for receiving security notifications including OTP at all times. You agree that you and your company or business shall be liable for any actions performed through your account by anyone you allow access to your username and password, and you indemnify Kopo Kopo of any liability arising from disclosure of your account access information.
(i). You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes.
(j). You will not use the service for any fraudulent or unlawful activity. By providing us with your e-mail address or other contact information, such as a mobile number, you agree that we may communicate with you electronically to that e-mail address or mobile number as part of the Service and that any communications sent to those addresses that you have provided will serve as a formal notice under this Agreement.

7.1 As the owner of the information you provide to us through the Service (Your “User Account Information” and along with Account Information, “Your User Information”), You are licensing the User Information to Kopo Kopo for the purpose of providing the Service. Kopo Kopo may use such User information to display, distribute, and create new material incorporating such User Information. Further and as the owner of the User Information you undertake to indemnify Kopo Kopo for any liability arising from the User Information you provide whether as to its ownership or otherwise howsoever.

7.2 By using the Service, you expressly authorise Kopo Kopo to access Your User Information maintained by identified third parties and to directly connect to the Kopo Kopo System for the third party you have identified, on your behalf. Kopo Kopo will submit User Information that you provide to log you into the site and retrieve Your User Information. You hereby authorize and permit Kopo Kopo to use User Information submitted by you to the Service to accomplish the foregoing and to configure the Service so that it is compatible with the third-party sites for which you submit your information.

7.3 You consent to Kopo Kopo using your information for; enquiries with vendors, law enforcement agencies, government agencies, credit reference bureaus , payment services providers, banks and creditors about you, your directors, officers, beneficial owners or members; fraud prevention and detecting crime; credit decisions and assessing financial risk; marketing products and services; reporting to regulatory bodies and law enforcement agencies; for purposes of offering you the services; fulfilling its obligations and enforcing its rights under this Agreement.

7.4 You hereby agree to indemnify Kopo Kopo and its service providers from any claims arising out of the use of Your User Information contemplated herein.

7.5 You hereby agree and grant Kopo Kopo a general lien over your account(s) for purposes of recovering outstanding balances on the Cash Advance and Overdraft Facility ,funds fraudulently or inadvertently credited to your account(s); other legal obligation that Kopo Kopo may be required to effect.

8.1 We shall maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of your data. We shall not (a) modify your data, (b) disclose your data except for commercial purposes relating to the Service or as permitted by law, or (c) access your data except to provide the Service and prevent or address service or technical problems, or at your request in connection with customer support matters.

8.2 Our collection and use of personal information in connection with the Services and Products is as provided in our Privacy Notice here https://app.kopokopo.com/privacy. This Privacy Notice forms part of this Agreement and by accepting these terms and conditions you acknowledge that you have read, understood and accepted our Privacy Notice. 

You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of your data and of the means by which you acquired your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify us promptly of any such unauthorized access or use, and (iv) use the Service only in accordance with the applicable laws and government regulations. You shall not (a) make the Service available to anyone other than Users you have added to your account, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Service or their related systems or networks.

10.1 Kopo Kopo allows you to add additional users to your account. You understand that the users you add are authorized to perform all the actions that you authorize them to perform based on the account parameters and designation including requesting adding users, a cash advance, initiating funds transfer and authorizing payments. 

10.2 You agree that a person designated as ‘Administrator’ of your Kopo Kopo account has unlimited rights to perform any transactions in your account including authorizing payments, applying for  cash advance and managing users notwithstanding any  changes in the constitution of your business.

10.3 You shall be personally liable for any activities  performed by your users under this account. Your company or business shall be liable as well for any liability accruing to Kopo Kopo as a result of activities performed by users you add to your account, and you agree to indemnify Kopo Kopo of any such liability. You acknowledge that it is your sole responsibility to update and change authorization mandates where any authorized persons are no longer authorized to act on your behalf.

10.4 You shall promptly notify Kopo Kopo of any change in your particulars including but not limited to change in the constitution of your business (such as change of partners or directors), change of signatures, change of authorised signatories, change of your business name, change of address or other contact details, and such other particulars

10.5 You warrant that the information  and records provided in your application and account in respect of officers of the company  and business, are up to date, and you agree to immediately update Kopo Kopo whenever such information changes. All communications in this regard shall be communicated to Kopo Kopo through the official contact details provided at www.kopokopo.co.ke/contact-us/ We may require you to fill in and sign a prescribed form once you have notified us.  

10.5 You warrant that you are responsible for any liability arising out of your failure to update contact information  and settlement account and you fully indemnify Kopo Kopo of any such liability. 

10.6 In the case of a partnership, if any one or more of the partners ceases to be a partner (including by death, bankruptcy, retirement, or otherwise), Kopo Kopo shall treat any surviving/continuing administrator as having the authority to continue to carry on the business of the partnership and to operate or transact on the account. Any transaction Kopo Kopo effects pursuant to the instruction of the surviving/continuing administrator shall be binding on the partnership. For the avoidance of doubt, Kopo Kopo shall not be liable for any dues to any person following a change in the membership/constitution of your business including persons that shall have ceased to be partners or their respective estates.

11.1 You agree to pay the applicable Fee Schedule (“Fees”) (https://app.kopokopo.com/mfs)  or other specified fees whenever you use a Service that is listed as chargeable. Fees are based on services purchased and not actual usage. Payment obligations are non-cancelable, and fees are non-refundable.

11.2 You agree to pay all 11.3 Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you fifteen (15) days’ notice of any change.

12.1 Account services and agreements: We shall make the Merchant Account Services available to you pursuant to this Agreement and the relevant account opening forms under other agreements stated under clause 1. You agree that the services specified herein are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.

12.2 K2 Connect Agreement: If you use the Service to open a merchant account with a Network, we may require you to execute further terms and conditions pertaining to the Network you shall be opening the account with. You must execute the K2 Connect Agreement provided separately  in order to use the Service and such applicable Network terms and conditions if you intend to connect the Service to your Application’s API. .

12.3 Mobile money Providers’ Terms: We currently accept transactions from Mobile Money Payments Operators in Kenya and you will be required to execute the terms of payment by your preferred Mobile Money Payment operator, such as but not limited to Lipa na Mpesa terms which shall form part of this Agreement.

12.4 Access to funds : We will deposit to your Kopo Kopo account the amounts actually received by us for transactions submitted through  the Merchant Account Service (less any applicable Fees in the Kopo Kopo Merchant Agreement Fee  Schedule). Once your settlement account is verified, Kopo Kopo will deposit your money in your designated account  upon your request.  It is your responsibility to ensure that your settlement account is always up to date. 

12.5 Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be  deemed complete when we have received the funds and when the designated mobile money systems have accepted  the transactions. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. 

12.6 Payouts: You have the option of automating your payouts to your settlement account or logging into the Kopo Kopo system  at your convenience to initiate a transfer request. If you choose to automate transfers, we will transfer to your  settlement account on a daily,  weekly or monthly basis as you may instruct us. You may choose to self-initiate a transfer request at any time on a business day and you may only request one transfer per business day. 

12.7 Customer Service : You are solely responsible for all customer service issues related to your goods or services, including pricing, taxes, issue of receipts, order  fulfillment, order cancellation by you or your customer, returns, refunds and adjustments, rebates, functionality and  warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. We  are solely responsible for customer service issues relating to any Kopo Kopo account or payment processing. 

12.8 Receipts:Subject to applicable laws and regulations, you must provide a written receipt available to your customers for any  transaction. You may also offer Kopo Kopo electronic receipts through SMS or email to your customers, but not in  lieu of a written receipt where legally required.  

12.9 Reversals: You must notify us or provide feedback for reversals requested by you or your customers within 24 hours of the error  first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of  any rights to amounts owed to you. If we do not hear from you regarding a reversal request within 24 hours, the  transaction in question may be automatically reversed. You may request additional time within the first 24 hours of up to 72 hours in total before the automatic reversal is effected. Legitimate reversals not processed within 7 days may result in the suspension of the Merchant Account Service until such a time that the reversal request is resolved.

12.9 Excessive reversals: If we determine that you are experiencing an excessive amount of reversals, we may establish controls or conditions  governing your Kopo Kopo account, including without limitation, by (a) delaying  payouts and (b) terminating or suspending the Merchant Account Service. 

12.10 Processing Errors: We value your business and will attempt to rectify any processing errors we discover. If the error resulted in your  receipt of less than the correct amount to which you were entitled, Kopo Kopo will credit your account the  difference. If the error resulted in your receipt of more than the correct amount to which you were entitled, Kopo  Kopo will debit the extra funds from your account. Kopo Kopo will only correct transactions that you process  incorrectly if and when you notify us of such a processing error. Your failure to notify us of a processing error within  thirty (30) days of when it first appears on your electronic statement will be deemed a waiver of any right to amounts  owed to you. 

12.11 Pay service: You must have an Account to use the Pay service. You authorise Kopo Kopo to debit your Account in the amounts  necessary to, (i) pay any fees or charges associated with the Service, (ii) pay any debit, correction or reversing entry  initiated pursuant to this Agreement, and (iii) pay any other amount that is owing under this Agreement, including  for Services provided by us to you unrelated to Pay. You will maintain a sufficient balance in your Account to pay  disbursements, fees, or any other amounts due under this Agreement at the time required. Payouts to your  recipients’ bank  will take approximately one hour,  Till number to Pay bill will take approximately 30 minutes and mobile money account (M-pesa number) will reflect  instantly.

If you have insufficient funds in your Account to pay amounts due under this Agreement at the time required, or if  you refuse to pay, we may (i) debit amounts from your Account or from any other funding source associated with  your Account, including but not limited to any funds deposited by you, due to you under this Agreement, or other  payment instrument registered with us, (ii) discontinue the Services (entirely or only with respect to Pay, in our sole  discretion), and/or (iii) immediately terminate this Agreement. 

12.12 Unauthorised or illegal use: We may decide not to settle any transaction that you submit to us if we believe that the transaction is in violation  of any Kopo Kopo agreement, or exposes you, other Kopo Kopo users, or Kopo Kopo to harm. Harm includes fraud, anti-money laundering or other criminal acts. If we reasonably suspect your account has been used for an  unauthorised, illegal, or criminal purpose, you give us express authorization to share information about you, your account, and any of your transactions with law enforcement. 

13.1 A Cash Advance is a loan facility available to Kopo Kopo Merchants that meet the Eligibility Criteria. Eligibility and advance amounts are based on Kopo Kopo internal policies and procedures, which are subject to change from time to time at our sole discretion and which will be communicated to you from time to time.

13.2 The Service is structured as a buy-sell agreement in which Kopo Kopo buys future transactions made to your account from you at a mutually agreed amount and in which you acknowledge and agree to a daily debit of a Specified Percentage as per your selection from your Future Transactions. The Cash Advance terms set out in the Sale and Purchase Terms shall form part of this Agreement. 

13.3 In the event that you become unable or unwilling to make the Payment as agreed, Kopo Kopo retains, and you acknowledge and grant Kopo Kopo the right to recourse to outstanding funds as stipulated herein together with any applicable fees, interest and penalties.

13.4 You further agree that, as a Sole Proprietor, in the event of your death whilst you have an outstanding Cash Advance, you grant Kopo Kopo the authority to deduct the outstanding Cash Advance balance from the funds held in your account and Kopo Kopo may take any other action to recover any further outstanding balance if the funds in your account are not sufficient to cover the entire outstanding Cash Advance balance.

13.5 By using the Service, you agree to repay the Cash Advance together with interest and other specified charges by granting Kopo Kopo the right to (a) debit a Specified Percentage from your Future Transactions (b) with your specific consent, debit the full or partial outstanding balance from your Kopo Kopo account or by you settling the outstanding amount directly to Kopo Kopo via a bank transfer, paybill number or other agreed means of cash payment.  Failure to pay or authorise such debits will result in Kopo Kopo seeking redress to outstanding funds via private debt collection agencies, legal proceedings, and/or reports to credit reference bureaus.

13.6 Kopo Kopo offers the Service only electronically and you agree to do business with Kopo Kopo and to operate the Account and Service only by electronic means via the Kopo Kopo Account Interface. Any query or complaint you may have relating to the Service shall be addressed to Kopo Kopo via the Customer Care Centre and provided merchant support contacts. For the avoidance of doubt, you understand and agree that Kopo Kopo is making no commitment or guarantee that any product, evaluation, or guidance provided by Kopo Kopo will result in an approval for a Cash Advance from Kopo Kopo or any third party and that Kopo Kopo does not guarantee the availability of the Cash Advance product and your access to such product and Kopo Kopo reserves the right to not grant any Cash Advance applied for.

14.1 Subject to the terms of this Agreement we will make available to you the Cash Advance Service on the Authorization Date in return for the payment of the principal amount plus interest and other specified charges to us on the terms and conditions specified herein.

14.2 Once your cash advance application is approved, the approved amount shall be disbursed to your account, provided that disbursement of approved cash advance shall remain at Kopo Kopo’s discretion.

14.3 The payment starts immediately after the cash advance is disbursed to your account by deducting a certain agreed percentage on a daily basis on every transaction payment received to the till subject to fulfillment to our satisfaction of the eligibility criteria specified herein.

15.1 Before disbursing the Service, we must receive or internally create or confirm, and in our sole discretion be satisfied with, the following: –

(a). all or any additional information requested by Kopo Kopo including, but not limited to, general business information and documents pertaining to governance, historic performance, regulatory compliance and/or ownership.
(b). Your adherence to our internal credit policy and credit governance policies which may be changed from time to time at our sole discretion and without notice; and
(c). Your confirmation that funds may be disbursed automatically to you by accepting the terms of the Cash Advance or upon verification of your instructions for disbursement of funds.

15.2 We reserve the right to decline your application for the Service or to revoke the same at any stage at Kopo Kopo’s sole discretion and without assigning any reason or giving any notice thereto.

16.1 Acceptance of your application for a cash advance shall be communicated to you via SMS or e-mail to the contact details you have provided in your account subject to Clause 10.

16.2 Upon disbursement, you agree that the business will remain open as usual until such time as the Advance Amount has been paid to us in full. You hereby agree and confirm that Kopo Kopo is entitled in its discretion to prevent or restrict you from withdrawing in whole or in part the funds in your Account for so long as and to the extent of the amount outstanding in respect of your  Cash Advance without Kopo Kopo giving any notice to you and/or without incurring any liability to you whatsoever in that connection.

16.3 You agree that upon disbursement, you shall hold all future transactions in trust for Kopo Kopo until such a time as the Advance Amount has been paid in full. 

16.4 Acceptance by Kopo Kopo of your application for a Cash Advance shall be communicated via call, SMS sent to the mobile phone number or, where applicable, email address of the Primary Contact associated with your Account.

You represent and warrant that;

17.1 You have no payment obligations to any other person or entity that would disrupt or otherwise delay Your obligations as set forth in this Agreement and that you specifically have no payment obligations to any other person or entity that require the debiting of your Future Transactions; 

17.2 You have not secured or in any way created any lien or right or any direct debit over your Account in favour of any other person or entity; 

17.3 You do not currently plan, nor do You plan within the span of this Agreement, to declare bankruptcy, become insolvent, or materially alter the ownership of Your business; 

17.4 You will make every reasonable effort to notify us in writing within two (2) business days in the event that your business is materially affected by a force majeure (superior power), crime, terrorism, political instability, and/or any other event that results in an unexpected and meaningful decline in gross sales; Where such notification is not given, Kopo Kopo may in its discretion deem that an event of default has occurred whereupon the full amount owed will become immediately repayable; and

17.5  In the event of you being a corporate entity, partnership, or any other entity that requires authorization, written or otherwise, by more than one director, manager, employee, or shareholder, then the signatory to this Agreement has the legal capacity and has taken all necessary steps and actions required to empower and authorize you to enter into and implement this Agreement on the terms and conditions herein set out.

18.1 Kopo Kopo will specify a Minimum Payment percentage deductible from each future transaction due during the tenure of the cash advance. 

18.2 In the event that deductions from Future Transactions are insufficient, Kopo Kopo is entitled to a payment from you of the outstanding balance payable within the specified tenure period.  Kopo Kopo has with your consent, the right to withdraw any funds held by Kopo Kopo at any time to cover the deficit of the amount payable from future transactions where such deductions from future transactions have not satisfied the full cash advance amount including the principal, interest and charges at the end of the specified tenure period. 

18.3 In addition to the Minimum Payment percentage deductible from each future transaction, you may pay all or part of the total amount or request for an increase in the percentage deductible from future transactions. Payments must be made in Kenyan Shillings (KES, Ksh, KShs) and only by way of direct deposit or electronic transfer into the Designated Account. We do not accept any payments through the mail, nor do we accept banknote or cheque payments of any kind.

19.1 In the event that you take a cash advance you undertake that during the currency of this Agreement and any outstanding cash advance advanced to you that you will at all times (save as expressly otherwise agreed in the Sale and Purchase Terms):

(a). conduct your business in a manner consistent with your past business practices, and not voluntarily cease operation of your business;
(b). exclusively use your Specified Account being the account against which the cash advance is granted for the processing and settling of all your Customer Transactions until the cash advance is paid in full;
(c). encourage your customers to use your Specified Account to pay for goods or services supplied by you.
(d). not permit any event to occur which could have an adverse effect on the use, acceptance or authorization of use of your account for the purchase of your goods and services.
(e). not take any action that may cause the services offered by Kopo Kopo to be changed to another payment service provider, or that may add an additional payment service provider other than Kopo Kopo;
(f). and in the event of official changes in the business name, immediately inform Kopo Kopo of such change and provide proof of the change of name, not alienate or encumber any of your Customer Transactions;
(g). not sell, dispose, convey or transfer your business or assets to any person or entity, unless that person first agrees with us in writing to assume all of your obligations under this Agreement.
(h). not change your place of business from the Business Address stated in the Agreement without our prior written consent; not make any representation or statement in the Agreement or in any other document provided by you in connection with the Agreement which is incorrect or misleading in any material respect when made.
(i). not alter or terminate the Debit Order System without our prior written consent.
(j). not alter or terminate the power of attorney or lien referred to in these terms without our prior written consent.
(k). not do (or fail to do, as the case may be) anything to avoid complying with any or your obligations contained in the Agreement.
(l). maintain insurance in such amounts and against such risks as are consistent with your past business practice and show proof of such insurance to us on request by us;
(m). provide to us such further information regarding your financial condition, business operations which is required to maintain the accuracy of the information held by us, or as we may reasonably request.

19.2 We shall at all times, in our sole and unfettered discretion, retain the right to consent to your amendment of the guarantees specified above, which consent by us must be in writing. 

20.1 Any of the following events shall constitute a ‘Default Event’;

20.1.1 You do not comply with any term or condition of the Agreement, or any guarantee and indemnity;

20.1.2 the Debit Order Instruction is not completed, or complied with or is invalidated and we do not receive the daily payment of at least the Minimum Payment for more than 3 (three) consecutive Debit Order Processing Days;

20.1.3 You do not make at least the minimum payment when it is due.

20.2 Notwithstanding the provisions of clause 20.1, the following shall also constitute Default Events’

20.2.1 You commit an act of insolvency as contemplated by the Companies Act or any other prevailing law; 

20.2.2 an order is made by any court of competent jurisdiction, whether provisional or final, for Your winding up or sequestration (as the case may be); 

20.2.3 You pass a resolution for your voluntary winding up; 

20.2.4 You cease to carry on business or dispose of your business or change the fundamental nature of Your business and/or dispose of the major portion of your assets other than for value; 

20.2.5 You assign your rights under this agreement to any third party without our prior written consent;

20.2.6 You compromise generally with your creditors, otherwise than in the course of the restructuring of your capital or you merge with a third party; 

20.2.7 We determine that you have provided false or otherwise intentionally misleading documents, materials, or statements, whether written or spoken; 

20.2.8 We determine that you have engaged in or attempted fraud or otherwise acted in bad faith. 

20. 3 At any time after a Default Event, we shall have the right, in addition to exercising any other right, power or remedy we have in law to: 

20.3.1 in the case of a Default Event contemplated in clause 20.1.1 of this Agreement, demand by written notice that You rectify Your breach within 7 (seven) days of receipt of written notice; and 

20.3.2 in the case of any other Default Event, or Your failure to rectify Your breach of the Agreement after 7 (seven) days of receipt of demand to do so, in terms of clause 20.3.1 above, to immediately terminate all or any obligations we may have to you under the Agreement by written notice to you, and claim, as liquidated damages, the full Cash Advance Amount that we would have received (being the Amount less any payments made by you) in the event of you not having committed the breach or the Default Event not occurring. 

20.3.3 continue debiting and adding appropriate charges to Your Account as stipulated herein. 

20.4 You shall indemnify us and hold us harmless from and against all liabilities, losses, costs or expenses, including but not limited to court costs and legal fees, that we may suffer, incur or sustain arising out of 

20.4.1 the happening of any Default Event; 

20.4. 2 a breach by you of your representations or covenants in, or any of the terms and conditions of the Agreements or any Surety and/or; 

20.4.3 the protection and enforcement by us of our rights and remedies under, and in respect of, this Agreement and any guarantee and indemnity.

20.5 In the case of an individual, if Kopo Kopo receives notice of your demise or incapacitation, we will not be obliged to allow any operation or withdrawal from Your Account by any person except upon production of Grants of Letters of Administration or Probate by Your legal representatives duly appointed by the Court or such other document as may be necessary in the circumstances. 

20.6 For the avoidance of doubt, if your Cash Advance account is 120+ days past due, in bankruptcy, or the loan is otherwise written off, the entire balance shall be deemed to be immediately due and payable.

1. Kopo Kopo overdraft facility allows Kopo Merchants that meet the eligibility criteria to make payments from the Kopo Kopo Pay Service even where the merchant does not have enough money in their account. 
2. By registering for the facility, you agree to comply with and be bound by these terms and conditions as amended and revised from time to time and you affirm that these terms and conditions are without prejudice to any other rights that we may have in law or otherwise regarding your registration, access and use of the Overdraft. 
3. By accepting these Terms and Conditions, you agree and admit that we reserve the exclusive right to set the overdraft maximum limit.
4. The overdraft maximum limit, interest and fees are subject to review from time to time and we reserve the right to vary your Limit, interest rate  or the applicable fees without giving any reasons. We shall notify you of any variation to the overdraft maximum limit, interest and applicable fees and your continued use of the Service will constitute acceptance of your revised overdraft maximum limit and fees..
5. Where you have any outstanding Facility for more than the period of the allocated term, your right to use the Service and any un-utilized overdraft limit will be suspended forthwith.
6. You acknowledge that any Facility granted to you will result in an overdraft on your Account up to the equivalent of the value of the Facility, interest and Fees applicable to the Facility. The Fees will be added onto the Facility and deducted from your Merchant Account. The Fees will include any applicable taxes, levies and excise duties applicable under the law.
7. Your Request for a Facility will be appraised according to our Facility appraisal procedures. We reserve the right at our sole discretion and, without assigning any reason, to approve or decline such Request. Our acceptance or decline of your Request will be communicated to you. 
8. Any Facility granted must be repaid in full within the stated period, as applicable, from the date when the Facility was first granted (the first drawdown date). You will not qualify for any new or additional Facility where any facility remains outstanding beyond the period of the allocated term or are in default of any of the Terms and Conditions of the Facility or the Cash Advance Terms including these terms and Conditions.
9. You may opt-out of the service at any time if you so wish to, provided you have paid all outstanding balances.
10. Credit scoring: Your overdraft limit and our continued approval of your Requests for a Facility will be determined by your credit score. Your credit score will be assessed based on various parameters including the information obtained from your use of Kopo Kopo service and repayment history on your existing or prior  overdraft facility or cash advance.
11. You agree not to cease using or close your Merchant Account when you have any Outstanding Amounts. 

1. Provided that no event of default (as outlined in this Agreement) has occurred it is agreed that the Facility shall be available on an ongoing/continuous basis for a period of thirty (30) days from the first date of utilization of the Facility (The Facility Term).
2. You irrevocably instruct us to automatically recover the facility in full together with the interest and  Fees from your Merchant Account during the allocated facility term. You acknowledge that, in order to effect these instructions, we shall debit the amounts due from the credits deposited or received into your Merchant Account at any time until the Facility is cleared in full.
3. We may terminate our relationship with you and suspend your access to the Service if you fail to repay the Facility in full together with any outstanding Fee within the Facility Term.
4. Any funds available in your Merchant Account shall be applied towards Repayment of the amount due in the following order of priority:
   1. First in repayment of all the charges/interest
   2. Secondly towards repayment of the Facility.

An event of default occurs:

1. Where any Facility is due and unpaid within the period of the allocated term and where the Merchant Account has been inactive for more than 30 days or the money in the Merchant Account is inadequate to meet the outstanding Facility, or
2. If any representations or statements or particulars made by you are found to be incorrect; or
3. If you commit any breach or fail to observe, keep or perform any of the terms, conditions, covenants or provisions of any other agreement between us and yourself in respect of the Facility; or
4. if there is reasonable apprehension that you are unable to pay your debts or we receive any notice that you have admitted any inability to pay your debts as they become due; or
5. if you are convicted under any criminal law in force related to use of the services or any other related services; or
6. If any judgement or decree in any legal proceedings is passed against you which is not satisfied within seven (7) days of demand, or
7.  If a Garnishee or Attachment Order or a lien is created against any of your accounts with us or assets maintained by you is made.

At any time after an Event of Default has occurred which is continuing, we may, without prejudice to any other right or remedy granted to us under any law:

1. terminate the Services;
2. declare that the Facility (inclusive all Fees or charges) and all other amounts outstanding under these Terms and Conditions is immediately due and payable, whereupon you shall be required to settle the Facility with immediate effect;
3. hold any of your funds standing in credit with Kopo Kopo as collateral and security for any amounts outstanding and due from you in respect of the Facility or Service in accordance with the general lien provided for under this Agreement. You hereby agree and confirm that Kopo Kopo is entitled in its discretion to prevent or restrict you from withdrawing in whole or in part the funds in your accounts for so long as and to the extent of the amount outstanding in respect of your overdraft facility without giving any notice to you and/or without incurring any liability to you whatsoever in that connection;
4. have a right of lien and set off over funds held by you in any of your accounts with Kopo Kopo. Kopo Kopo may, without notice, set off against any amount due from any other account. 
5. submit information concerning the Event of Default to Credit Reference Bureaus y; and/or
6. take reasonable measures including engaging an independent debt-collection agency, and other legal remedies to recover the amount in default.
7. You agree you shall be responsible for the reasonable charges, fees and expenses incurred in collecting the outstanding balances from you.

You may not transfer your Account or your Agreement to another company or person.