LENDER TERMS OF USE

These Lender Terms of Use (the Lender Terms) regulate the relationship between Pezesha Africa Limited (trading as Pezesha), a limited liability company registered in Kenya with company number PVT/2016/030668 and all Lenders on the P2P Platform operated and owned by Pezesha. The relationship between Lenders and Borrowers is regulated by these Lender Terms and any Loan Contract between an individual Lender and Borrower or Borrowers. Pezesha shall not be a party to any Loan Contract between Lenders and Borrowers.

By accepting these Lender Terms you are
(i) acknowledging that you have read and understood these Lender Terms and
(ii) accepting and agreeing to abide by these Lender Terms including the terms of
any Loan Contract you enter into.

If you choose not to agree with any of the Lender Terms, you should not register as a Lender. No person is permitted or authorized to act as a Lender on the P2P Platform unless that person has accepted these Lender Terms.

In these Lender Terms, ‘we’, ‘us’ and ‘our’ mean Pezesha, and ‘you’ and ‘your’ mean you the Lender and other words to which we have given particular meaning are defined either where they first appear or in Term ”Defined Terms”.

Headings are included to help you locate the relevant provisions but do not influence the meaning of those provisions.

1 Defined Terms

1.1 In these Lender Terms the following words have the following meanings:

1.2 “Applicable Law” means the laws of Kenya, regulations, rules and regulatory guidance as may be applicable to the operation of the P2P Platform and/or the Loan Contracts and “Applicable Laws” shall be construed accordingly;

1.3 “Borrower” means a Customer who has registered as a borrower on the P2P Platform and borrows money under the Borrowers Terms and Conditions;

1.4 “Collections Agency” means an agent of the Lender appointed by either the Lender or Pezesha on the Lender’s behalf to collect any repayments outstanding after the date such repayments become due and payable by the Borrower;

1.5 “Customer” means any person who has registered on the P2P Platform;

1.6 “Default“ means the failure to pay the full amount of a Borrower’s repayments when due and payable in relation to the Loan Contracts;

1.7 “Facility Fee” – means the charge due to the Lender from the Borrower in consideration for the Lender advancing the loan to the Borrower;

1.8 “Government Authority” means the Government of the Republic of Kenya and any national or county, authority and persons having statutory competence to promulgate rules and regulations having the force of law touching and concerning the P2P Platform or transactions undertaken on the P2P Platform;

1.9 Lender” means a Customer who has registered as a lender on the P2P Platform and has accepted these Lender Terms of Use and who lends money under a Loan Contract;

1.10 “Lending Criteria” means any amount you wish to lend, the rate you are prepared to lend at and the period over which you are prepared to lend;

1.11 “Loan Conditions” means the standard terms and conditions of a Loan Contract as displayed on the P2P Platform and automatically agreed by each Lender and Borrower when he or she enters into a Loan Contract;

1.12 “Loan Contract” means the agreement, incorporating the Loan Conditions, automatically entered into and agreed between a Borrower and a Lender  when a Borrower is matched with a Lender recording the loan made between  the Lender or Lenders and the Borrower or Borrowers;

1.13 “Mobile Money Account” means an electronic wallet service, available for a start, in Kenya and with Safaricom  limited (a telecommunications services provider in Kenya), that lets you store, send and receive money using your mobile phone;

1.14 “Offer” means an offer to lend to a Borrower, which a potential Lender posts on the P2P Platform, setting out your Lending Criteria;

1.15 Pezesha Borrowing Criteria” means, in relation to a Borrower, the amount which a Borrower is entitled to borrow on the P2P Platform as calculated by the P2P Platform using a combination of the Borrowing Criteria as well as Pezesha’s calculation of the Borrowing Criteria taking into account various factors including Borrower’s profile;

1.16 Pezesha Wallet” means, in relation to a Lender, the part of the P2P Platform which you have access to and you have full control to top-up and withdrawal of funds;

1.17 P2P Platform” means the peer-to-peer lending platform which Pezesha operates for the purpose of matching Lenders and Borrowers;

1.18 “Repayment” means each installment due and payable by a Borrower under a Loan Contract, which shall comprise principal and any fees to the Lender, as well as any amount otherwise due and payable by the Borrower under the Loan Contract;

1.19 “Service Fee” means the charge due to Pezesha from the Lender and the Borrower each for use of the P2P Platform to access a loan in consideration for the Services offered under the P2P Platform and due in arrears;

1.20 “Tax” means any form of direct or indirect taxes, charges, levies or duties, including without limitation, taxes on income or profits, imposts, withholding taxes, deductions, property taxes, value added taxes, stamp duty, capital gains tax, compensating tax, registration duties, customs and excise duties, sales taxes, income tax of an employee required to be deducted by an employer under the pay-as-you-earn (or analogous) scheme, social security and social contributions or other contributions in the nature of taxation wherever chargeable or imposed by national or county governments, under
any applicable laws or regulations and any penalty, fine, surcharge or interest payable in connection with any failure to pay or any delay in paying any of the same, and the term Taxes shall be construed accordingly;

1.21 “Unique Borrower Loan” means the loan amount and Repayment terms on the loan that will be available to a Borrower based on the Borrowing Criteria and the Pezesha Borrowing Criteria as determined by the P2P Platform.

2 Opening an Account

If you are interested in becoming a lender on Pezesha P2P Platform, then you will be required to fill in our online Lender registration form that can be found on our P2P Platform as well as accept this Lenders Terms of Use. Pezesha may require a lender to sign to a physical contract in order to open an account through Pezesha application.

2.1 You will be required to provide us with the following information:-

2.1.1 Your full name as it appears on your national identity card or passport.

2.1.2 Your national identity card or passport details.

2.1.3 Your mobile telephone number.

2.1.4 Your postal and physical address.

2.1.5 Any other information that we may require from time to time.

2.2 When opening your account you will be required to grant us access collect any other of your information as may be contained in other Third Party Website(s).

2.3 You warrant that the information that you provide while opening your Account is true and accurate.

2.4 We reserve the right to verify the information you have provided on your identity through any source which we may in our sole discretion decide to use.

2.5 You understand that providing false information will constitute a breach of this Agreement and may constitute a crime under the applicable law.

2.6 We may at our own cost and expense, want to know more about you, beyond the information you have provided to us. In this regard you authorize us to carry out further due diligence from third party websites, your devices and any source media that we may think fit.

2.7 You understand that our regulators want us to have the most up-to-date information about our lenders. It’s therefore your responsibility to update us on any change of your details as and when it happens during the currency of this Lending Agreement.

3 Sharing of your Information

3.1 By using the Services, you agree that we may, as necessary and appropriate for the Purposes, transfer and disclose any Customer Information to the following recipients globally (who may also process, transfer and disclose such Customer Information for the Purposes):

3.1.1 any member of Pezesha and any sub-contractors, agents, service providers, or associates of Pezesha (including their employees, directors and officers);

3.1.2 persons acting on your behalf, payment recipients, beneficiaries, account nominees, intermediary, correspondent and agent banks, clearing houses, clearing or settlement systems, market counterparties, upstream withholding agents, swap or trade repositories, stock exchanges, companies in which you have an interest in securities (where such securities are held by us for you);

3.1.3 any financial institutions, credit reference agencies or credit bureaus, for the purposes of obtaining or providing credit references;

3.1.4 any third party to whom we provide introductions or referrals;

3.1.5 any party in connection with any Pezesha business transfer, disposal, merger or acquisition, wherever located, including in jurisdictions which do not have data protection laws that provide the same level of protection as the jurisdiction in which the Services are supplied.

3.1.6 third-party service providers under contract with Pezesha that help us with our business operations, such as transaction processing, fraud prevention, and marketing. We share your Personal Information with these companies
only as necessary to provide you with our Service; and

3.1.7 law enforcement, government officials or other third parties, but only

3.1.7.1 in connection with a formal request, summons, court order, or similar legal procedure; or

3.1.7.2 when we believe in good faith that disclosure is necessary to comply with the law, prevent physical harm or financial loss, report suspected illegal activity, or to investigate violations of our User Agreement.

4 Transfer of Funds You Wish To Lend

4.1 If you decide to lend using the P2P Platform, then in order to ensure that your loan funds are readily available for disbursement to Borrowers, you must register on the P2P Platform, create a Pezesha Wallet and transfer the total amount you wish to lend into your Pezesha Wallet by Mobile Money Account transfer and/or through bank transfer.

4.2 All payments you make to your Pezesha Wallet will be recorded as a credit to your Pezesha Wallet. Your Pezesha Wallet and all monies therein which have not been committed to a Lender shall be maintained and operated by us in accordance with the Lenders Terms of Use. For the avoidance of doubt, you agree to pay the costs/fees charged by your mobile service provider and/or bank for the transfer of any funds associated with your use of the Pezesha Platform.

4.3 When you transfer money to your Pezesha Wallet, you agree that the transfer transaction is complete as soon as the amount you transferred has been credited to your Pezesha Wallet.

4.4 Pezesha will make statements available to Lenders electronically and reserves the right to charge an administration fee of [Kshs 250] for each paper copy of such statements or for statements covering a non-standard time period of time for which Pezesha would not normally provide a statement.

5 Monies in your Pezesha Wallet

5.1 After opening your Pezesha Wallet, you will put in funds through your mobile money account or through any means that we may from time to time advise you. At all times, you have control of monies credited to your wallet, including amounts you have lent but have not yet been disbursed to a Borrower through the P2P Platform as well as any fees earned and repaid on
any Loan Contract.

5.2 Once you have contributed to a loan, these contributed funds will be treated as having been pledged for lending and you will be restricted from withdrawing the pledged funds or contributing the pledged funds to another loan.

5.3 Upon a loan being fully funded, the amount to be lent will be disbursed automatically based on lender loan preference to the Borrower through our paybill account to their mobile phone. In the event that the Loan Contract between Lender and Borrower is not concluded, the pledged funds will become available to the Lender on his Pezesha Wallet, unless you subsequently pledge it for another loan. All amounts will be recorded as a credit to your Pezesha Wallet until disbursed to a Borrower and can be seen by logging on to your Pezesha Wallet.

5.4 Monies in your Pezesha Wallet are disbursed through direct lending or diversified lending. Direct lending is where you select a borrower on Pezesha to whom you wish to lend money based on their profile. Diversified lending is where you provide us with instructions as to the type of loans you wish to contribute to, for example, you may only want to lend to Bucket A loans or a combination of Bucket B and Bucket C loans, but do not want necessarily to select each loan yourself.

You provide us with instructions, for example:
(a)You wish to lend Kes 10,000 but only into Bucket A loans.
(b)You do not wish to lend more than Kes 500 into any single Bucket A
loan.

Once you have set your diversified lending criteria, we will allocate your Kes 10,000 across loans meeting those criteria.

5.5 You have full control of the monies in your Pezesha Wallet. As long as the pledged funds have been repaid or have not yet been disbursed then you can withdraw to your registered mobile phone number or/and to your bank account at any time. The money in the Pezesha wallet does not belong to us but to you.

6 Making Lending Offers

6.1 Once you have put your Pezesha Wallet in funds, you must then log onto your Pezesha Wallet and follow the instructions for setting your Lending Criteria and posting your Lending Criteria for lending to Borrowers who
match those Lending Criteria.

6.2 By posting an Offer you are and will be legally deemed to be pledging to enter into a Loan Contract with any Unique Borrower Loan that meets your Lending Criteria and any monies (including any accrued Facility Fees from previous loan arrangements to past Borrowers) in your Pezesha Wallet subject to the Lending Criteria shall not be available for you to withdraw; despite the fact that you will remain in control of the money in your Pezesha wallet; unless and until you withdraw such Lending Criteria or give notice that accrued Facility Fees from previous loan arrangements shall not form part of your Offer.

6.3 You hereby agree that if the P2P Platform matches your Offer and Lending Criteria with a Unique Borrower Loan a  legally binding Loan Contract will automatically be entered into between yourself and the Borrower and, subject to clause 6.2 above, the money in your Pezesha Wallet appropriated to a Loan Contract will no longer be available for you to withdraw or lend.

7 Debiting Your Loan Funds:

7.1 Once a Loan Contract has been entered into, the amount you have agreed to lend will be immediately deducted from your Pezesha Wallet and be credited to the relevant Borrower’s Mobile Money Account (net of any amounts specified in the Loan Contract as being payable by the Borrower to us or any third party).

7.2 Upon such amount being credited to the relevant Borrower’s registered Mobile Money Account for their use.

8 Repayments

8.1 Any and all amounts received from a Borrower that are repayable to you pursuant to a Loan Contract will upon the Borrower’s instructions be debited from the Borrower’s Mobile Money Account and credited to your Pezesha Wallet.

8.2 A one off Service Fee of Kshs 17 will be deducted from the first Repayments in priority to any Facility Fee, fees to a Collection Agency or any other applicable fee or charge that may from time to time be agreed by Pezesha, the Lender, the Borrower or as tripartite among them.

8.3 Pezesha will credit all such amounts to the Lender’s Pezesha Wallet after deduction of any Taxes under the Applicable Law.

8.4 Once you receive a Repayment, in accordance with 8.2 and your pre-selected option, those monies will either remain in your Pezesha Wallet to be re-pledged to new Loan Contracts or may be withdrawn (less any fees charged by your mobile service provider) to your Mobile Money Account.

8.5 By agreeing to these Lender Terms you hereby sub-contract to us and any Collections Agency engaged by us from time to time to collect on your behalf of any missed Repayments due from any Borrowers in accordance with Applicable Law and the provisions of the appropriate Loan Contract.

8.5.1 While we will use all reasonable endeavours to assist such Collections Agency any failure to collect any missed Repayment or other sums due to you as a Lender from a Borrower shall be entirely at your risk and Pezesha shall in no
way be liable for a failure or inability to collect the same.

8.6 Where such Collections Agency has been contracted during the collection of any missed Repayments due from any Borrowers, any Collections Agency fees and charges would rank in priority to the Facility Fee and be deducted and paid first.

9 Charges

9.1 In the event that a Facility fee is earned on any amounts held in your Pezesha Wallet, we shall apportion such Facility Fee amongst the Pezesha Customers on whose money this Facility Fee has accrued by debiting their respective Pezesha Wallets accordingly. The facility fee shall be apportioned equally between the Pezesha Customer and us at our discretion

9.2 We reserve the right to change the charges charged on the service without reference to you

10 Assignment of loans

10.1 The rights and benefits under any Loan Contract may be assigned, transferred, charged, declared on trust of or otherwise disposed off by the Lender.

10.2 Your Lender’s account could also change hands through testamentary devices or through a grant of probate for intestate succession.

10.3 Lenders are not agents of Pezesha. By participating in this program Lenders do not in any way or circumstance act on behalf of Pezesha and they do not have any authority to represent, stand for or transact in any business, official or otherwise for Pezesha.

11 Withdrawal, fees and charges

11.1 Pursuant to clause 4.1 and to your pre-selected options, any amount held in your Pezesha Wallet may be transferred to your Mobile Money Account at any time, other than (i) amounts that are the subject to a matched Offers and which have not yet been disbursed to the Borrower’s Pezesha Wallet and (ii) any accrued, but uncharged, fees. If a Loan Contract is found to be void for whatever reason, the amount you have lent under that Loan Contract will show in your Pezesha Wallet as being available for you to re-offer on the P2P Platform or transfer to your Mobile Money Account as you see fit (subject to
any restriction under Applicable Law).

11.2 If your Pezesha Wallet has funds in it and there has been no activity on the account for [18 months], we may at our sole discretion transfer those funds to your Mobile Money Account, or pay those funds to you by means of a cheque to your last known place of residence.

11.3 Once you commit funds to a loan that has been disbursed you have to wait for the loan to be repaid with your fees. If we allowed lenders to withdraw funds having made a loan we would run the risks of having to cancel loans made to borrowers and request that the loans be repaid immediately.

12 Amendments to these Terms

12.1 We may vary these terms and conditions from time to time and at our sole discretion to accommodate:

12.1.1 Pezesha Customers’ feedback;

12.1.2 Changes required by third party service providers;

12.1.3 Improvements in the P2P Platform;

12.1.4 Changes in Applicable Law; and

12.1.5 regulations, decisions or orders of any court, ombudsman, arbitrator or Government Agency.

12.2 A notification of any such change will be sent to you. We will always try to give at least 30 days’ notice by email or on your Pezesha dashboard before making the change, however this may not always be possible. If you continue to use the P2P Platform after we have given you such notice you will be deemed to have accepted such amendments and these Lender Terms, as amended.