Terms and Conditions
Effective date: October 1st, 2022
01. Contractual Relationship
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 Service described below made available by Kopo Kopo Inc., (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.
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” the total amount granted to you under the Loan and Purchase Terms.
“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, a 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.
“Service” means the services specified under clause 3 in these Terms and Conditions.
03. The Service
3.1 The Service is a payment and data management service software that allows Merchants to open electronic payment accounts, process payments, track and analyze these payments and utilize 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 authorized 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.
04. Limited Power of Attorney
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/master card accounts and to hold funds on your behalf until you give Kopo Kopo instructions on the management of the funds. Kopo Kopo undertakes that all funds held on behalf of merchants and customers will be held in CBK-regulated financial institutions or payment system providers.
05. Account Information
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: –
- You are authorized to access the account and otherwise have the necessary authority to provide Kopo Kopo with access to any Account Information.
- You have given Kopo Kopo the authority to access and use the account information for the purpose stated above.
- 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 (h) 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.
07. Rights you grant to Kopo Kopo
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 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 authorize 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.
08. Protection of personal data
8.1 We shall maintain appropriate administrative, physical, and technical safeguards for 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.
09. User responsibility
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. Authority to use your account
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
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 warrant that the contact information provided in your application and account belongs to officers of the company or business, is 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/
10.5 You warrant that you are responsible for any liability arising out of your failure to update contact information and you fully indemnify Kopo Kopo of any such liability.
11.1 You agree to pay the applicable fees listed on the Merchant Fee Schedule (“Fees”) (https://app.kopokopo.com/mfs) 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 applicable fees, charges and any other taxes, expenses, duties or expenses in connection with your use of the cash advance services.
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 thirty (30) days’ notice of any change.
12. Merchant Account Services and Operations
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 for 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.
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 of reversals requested by you or your customers within 24 hours of the error first appearing on your electronic transaction history. Failure to notify 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 for additional time within the first 24 hours of upto 72 hours in total before the automatic reversal is effected. Legitimate reversals not processed within 7 days may result in 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 authorize 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 Unauthorized 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 unauthorized, 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. Cash Advance Service
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 Fee and in which you acknowledge and agree to 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.
13.4 You further agree 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 authorize 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. Retrieval and Repayment of the Cash Advance
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. Cash Advance eligibility criteria
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. Cash Advance Terms
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.
17. Cash Advance Representations and Warranties
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. Minimum payment for Cash Advance
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. Cash Advance Guarantees by you
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 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. Default Events
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.
You may not transfer your Account or your Agreement to another company or person.
Taxes may apply to the payments made and received into your account. It is your obligation to declare and pay to the relevant authorities and you agree to indemnify Kopo Kopo of any tax obligations that may arise out of such payments.
Electronic notices will be sent to the email address or mobile number you have provided as your primary email address or mobile number or to the Account Admin or Managers as provided in the account. If any contact details changes you are responsible for informing us of that change as soon as reasonably possible.
24. Third Party Services, and Content
24.1 Use of third parties
24.2 Credit checks and credit information
Kopo Kopo will from time to time have to carry out credit checks, obtain credit information or disclose credit information to a credit reference bureau. You agree that Kopo Kopo may carry out credit checks on you, obtain credit information on the company, directors, business or proprietors, whether or not you have applied for the Grow Cash advance and disclose details relating to your account to any third-party including credit reference bureaus, if in Kopo Kopo’s opinion such disclosure is necessary for the purposes of evaluating your creditworthiness or any transaction with or credit application made to Kopo Kopo or such third party, maintaining your Account with Kopo Kopo or for any other lawful purpose.
By completing an account opening application, you consent to Kopo Kopo obtaining credit information on you or the business for the purposes of enabling Kopo Kopo to provide cash advance services.
Failure to repay a cash advance may lead to the submission of negative credit information to a credit reference bureau and by accepting these terms and conditions you have given us consent to submit your information or that of the Company Directors to the Credit Reference Bureau. We will give you a 7-day notice period before submitting your name or that of the Directors of your Company to the Credit Reference Bureau.
24.3 Identity Authentication and verification of information
Kopo Kopo will at the time of your registration for an account or any time as necessary authenticate your identity and for business accounts, the company through a third party with the capability to authenticate identity and any other information you may provide including Mobile Network Operators and other third-party databases. You hereby agree and consent to Kopo Kopo verifying your information and using it with regard to your account.
25. Ownership and license
The Services and all rights therein are and shall remain Kopo Kopo property or the property of its licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Kopo Kopo’s company names, logos, product and service names, trademarks or services marks or those of Kopo Kopo’s licensors.
Subject to your compliance with these Terms, Kopo Kopo grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Kopo Kopo and Kopo Kopo licensors.
27. Warranties and Representations
The service is provided on an ‘as is’ and ‘as available’ basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, we make no representations or warranties of any kind, express or implied, statutory or otherwise, and each party specifically disclaims any warranties of non-infringement or fitness for a particular purpose.
28. Limitation of Liability
Kopo kopo shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your use of the service or this agreement, even if Kopo Kopo has been advised of the possibility of such damages.
Notwithstanding anything to the contrary in this agreement, Lopo Kopo’s liability to you for any cause whatever and regardless of the form of the action, will at all times be limited to amount paid by you hereunder in the 12 months preceding the incident.
You shall defend, indemnify and hold harmless Kopo Kopo and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.
Kopo Kopo does not condone any form of bribery or corruption and you undertake that you will always comply with applicable anti-bribery and anti-corruption legislation and policies. Kopo Kopo may terminate your account and this Agreement with immediate effect in the event it concludes, in its absolute discretion, that you or any of your representatives have been involved in any form of bribery or corrupt practices.
This Agreement will continue to apply until terminated by either you or Kopo Kopo as set out below. If you want to terminate your legal agreement with Kopo Kopo, you may do so immediately upon notice to firstname.lastname@example.org. Kopo Kopo may terminate this Agreement immediately upon notice to the email address or mobile number that comprises your Registration Information.
32. Amendments and Modifications
Kopo Kopo may modify this Agreement from time to time by updating the site and/ or providing written notice to you. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
33. Breach of terms
You understand that without prejudice to Kopo Kopo’s other rights under these Terms, if you breach these Terms, Kopo Kopo may take such action it deems appropriate to deal with the breach, including suspending or blocking your access to the Service or Software.
34. Dispute Resolution and Governing Law
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be dealt with in the Courts of Law in Kenya.
Kopo Kopo may give notice by means of a general notice on the Services by electronic mail to your email address in your Account, by written communication sent to your address as set forth in your Account or posting on the website or the platform. You may give notice to Kopo Kopo by written communication to Kopo Kopo’s email address at email@example.com. Email notices shall be considered to have been received upon being dispatched from the sender’s mailbox provided a return notice is not received.
This Agreement represents the entire understanding and agreement between you and Kopo Kopo regarding the subject matter of the same and supersedes all other previous agreements.
No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless in writing and signed by or on behalf of the Party giving the same. Any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party hereto in exercising any right, power or privilege hereunder will constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms.