STANDARD TERMS AND CONDITIONS GOVERNING ADROIT CREDIT LIMITED

1. DEFINITIONS

1.1 Capitalized terms used in these Standard Terms and Conditions Governing Adroit Credit Limited (ACL) (“Terms and Conditions”) shall have the meaning given to them in the Approval Letter/Offer Letter, unless they are specifically defined in these Terms and Conditions.

1.2 The following words, when used, have the following meanings respectively set out below:

“Application Form” means the application form that ACL shall provide for the application of the Loan, which ACL may amend from time to time;

“Approval Letter” means ACL letter to the Borrower accepting the Borrower’s offer to take a Loan from ACL and includes any supplements, amendments, variations or modifications to such letter.

“Borrower” means the person(s) in whose name the Loan was applied for, granted and/or maintained.

“Business Day” means a day that is not a Saturday, Sunday or a public/bank holiday in Kenya. “ACL” refers to Adroit Credit Limited and its successors and assigns;

“ACL Rate” means ACL lending rate prevailing from time to time. ACL Rate may be varied at any time by ACL with notice;

“Loan Currency” shall mean Kenya Shillings unless otherwise expressly specified by ACL. “Kenya Shilling (s)” and the sign “KSH” mean the lawful currency of Kenya.

1.3 Unless the context requires otherwise:
(a) The singular number shall include the plural and vice versa; and
(b) References to persons shall include firms and corporations.

1.4 Headings of clauses are for ease of reference only and do not form any part of these Terms and Conditions or be taken into consideration in the interpretation of these Terms and Conditions.

1.5 All references to statutes and ACL terms and conditions are references to such statutes and terms and conditions as amended, modified, substituted or supplemented from time to time.

1. OTHER TERMS AND CONDITIONS
In addition to these Terms and Conditions and the Approval Letter, the terms and conditions, including any additions, amendments, variations, supplements and/or substitutions to such agreements, governing any other agreements (“Other Terms and Conditions”) which the Borrower and/or Guarantor have entered into with ACL, relating to the Loan or products or services linked to the Loan, shall also apply. The Borrower and/or Guarantor are deemed to have read and/or understood such Other Terms and Conditions and will abide and be bound by them accordingly.

2. PERMISSIBLE PURPOSE AND PROHIBITED USAGE.
2.1 Permissible Purpose:
o The Customer agrees to use the Company’s services exclusively for legitimate personal, business, or investment purposes as outlined in the agreement with the Company. The services provided are intended to support legitimate financial needs, such as obtaining credit for personal or business development, purchasing assets, or managing financial obligations.
o The Customer is responsible for ensuring that all information provided during the application process is truthful and accurate and that the services are not used for any unauthorized or illegal purposes.
2.2 Prohibited Usage and Conduct:
o The Customer is strictly prohibited from using the Company’s services for any illegal or unethical activities, including but not limited to:

• Money laundering, fraud, or any financial crime.
• Financing terrorism or other unlawful activities.
• Engaging in activities that violate local, national, or international laws.
• Providing false or misleading information during the application process. 
• Using the services in a manner that infringes upon the rights of others, including but not limited to intellectual property rights, privacy rights, and contractual rights.
• Attempting to interfere with or disrupt the Company’s services, systems, or networks.
  o Additionally, the Customer may not resell, transfer, or distribute the Company’s services to third parties without explicit written consent from the Company.

3. LOAN
3.1 Upon ACL acceptance of the application for the Loan, ACL shall grant the Borrower the Loan denominated in the Loan Currency on such terms as are set out in the Approval Letter.

3.2 The obligation of ACL to disburse the Loan or any part thereof is subject to the following conditions precedent:
(a) ACL receipt of:
(i) The information and documents specified in the Application Form
(ii) The duly executed original Application Form;
(b) ACL verification that the Borrower has met such other criteria that ACL may stipulate from time to time.
(c) No event of default.

3.3 Notwithstanding that the conditions precedent as set forth in Clause 2.2 have been met, ACL shall have the absolute discretion to reject any application for the Loan without providing any reason whatsoever.

3.4 ACL will disburse the monies under the Loan to you after deductions of the applicable prevailing fees and charges for disbursement as may be prescribed by ACL from time to time.

3.5 Any subsequent disbursement:
(a) shall be made by ACL before the first instalment (as defined in clause 3.1) is due; and
(b) shall be made only upon ACL receipt of: (i) Fourteen (14) days’ written notice (sent via mail or by such electronic means as may be permitted by ACL) of the Borrower’s request for such subsequent disbursement; and (ii) certified true copies of a letter or other documentary proof as ACL may stipulate.

`
3.6 Upon request by the Borrower, ACL may, at its absolute discretion, disburse the amount (as the case may be) of the Loan in a currency other than the Loan Currency and may, for this purpose, effect the conversion of the relevant amount at ACL own rate of exchange then prevailing. For the avoidance of doubt, such conversion shall not prejudice the fact that the Loan is denominated in the Loan Currency.

3.7 Notwithstanding any other provision in these Terms and Conditions to the contrary, ACL may at its absolute discretion at any time without prior notice, and without any liability to the Borrower whatsoever, cancel, alter, modify or review the Loan without giving any reason. If, upon a review of the Loan, ACL determines that the Loan should be terminated or the loan amount should be reduced, ACL may, by notice to the Borrower:
(a) Before the disbursement of the amount, declare the Loan to be cancelled or reduced, where upon the Loan shall be cancelled or reduced and the Loan shall forthwith cease to be available or be available only for the reduced amount (as the case may be); or
(b) In the event the Loan has been disbursed, demand repayment of any or all of the amounts outstanding under or in connection with the Loan.

4. REPAYMENT
4.1 The Loan shall be repaid by the Borrower by way of monthly instalments (“Instalments”) comprising principal and/or interest as set out in the Approval Letter, or as may be amended by ACL from time to time.

4.2 Instalments will be debited in full and in the Loan Currency (or such other currency for payment that ACL may expressly accept in writing and in any event subject to ACL prevailing rate of exchange) from Salary Account or Paid Via Paybill (Loan Servicing Account) on Borrowers Salary Payday (“Payment Due Dates”). The exact Payment Due Dates will be stated in the Approval Letter. Any outstanding monthly instalment amounts that were unsuccessfully debited will be added to the Borrower’s next instalment amount due. Late payment charge and other charges will apply in the event of any overdue payment.

4.3 The Borrower shall ensure that the Loan Servicing Account has sufficient funds before the Payment Due Dates to meet the deductions.

4.4 The Borrower may, at any time during the tenure of the Loan, prepay the Loan and interest accrued thereon in full. Partial prepayment shall also be permitted unless otherwise specified in the Approval Letter. The Borrower may not request for the release of or use any part of the Loan which the Borrower has repaid or prepaid.

5. INTEREST

5.1 Interest shall be charged on the Loan at the rate, on the basis and in accordance with the terms set out in the Approval Letter provided always that the said rate, basis and terms shall be subject to review by ACL from time to time and amended by ACL upon thirty (30) days’ written notice to the Borrower.

5.2 ACL may, in its absolute discretion, charge additional interest on any principal sum due to ACL under the Loan and not paid on the relevant due date, at such rate and on such basis as ACL may impose from time to time upon notice to the Borrower.

5.3 ACL shall be entitled to impose such fees and charges for Bounced Cheques, Recovery Fess as ACL may in its absolute discretion impose. Such fees and charges may form part of the principal amount of the loan. Without limitation to the generality of the foregoing, and without prejudice to any other remedy of ACL, the Borrower shall be liable to ACL for the following:
(a) In the event of default by the Borrower to pay the Loan or any part thereof on the Payment Due Dates, then, and without prejudice to the other remedies of the Lender and hereunder the Borrowers shall pay additional financial charges for the late payment of each instalment.
(b) If we recall the Loan, you shall pay financial charges incurred on all outstanding principal, interest and other money(s) due and owing to ACL from the date of recall until the date of full payment;
(c) An administrative charge of an amount to be determined at ACL’s absolute discretion without notice:
(i) for each cheque given to ACL in payment of sums due under the Loan which for any reason ACL returns to the Borrower; or
(ii) for each occasion, where the Loan servicing account has insufficient funds to meet the number of Instalments payable on the Payment Due Date;
(d) Such administrative, processing, disbursement and other fees as may be imposed by ACL at ACL absolute discretion without notice, in the event the Borrower withdraws the Borrower’s application for the Loan, cancels the Loan prior to ACL crediting the designated account, cancels any amount of the Loan granted to the Borrower, or ACL deems any amount of the Loan granted to the Borrower to be cancelled;
(e) All stamp duties, registration fees, legal fees, administrative fees and out-of- pocket expenses incurred by ACL in connection with the Loan and the preparation, execution, registration of the security documents and perfection of the securities, and all other documents required by ACL in relation to the Loan at such time deemed appropriate by ACL;
(f) Any legal fees, expenses or costs incurred by ACL in exercising or enforcing any of ACL rights and remedies for the breach of the Borrower’s obligations and liabilities or for recovery of any sum owing by the Borrower or in taking legal advice on any matter whatsoever arising in relation to the Loan; and
(g) Where any sum under these Terms and Conditions or in relation to the Loan is required to be converted into another currency (which conversion shall be effected at ACL own rate of exchange then prevailing), the exchange rate losses and the costs of conversion (including any handling fees as may be imposed by ACL).

All of the above interest, charges, fees and amounts shall be payable to ACL on demand.

5.4 All interest (whether under this Clause or otherwise) shall be charged and payable at the respective prevailing rates provided under these Terms and Conditions up to the date of full payment of the amounts due, as well after as before any judgment obtained in respect thereof

6. TERMINATION OF LOAN

ACL may, at any time after any amount of the Loan granted to the Borrower is cancelled by the Borrower or deemed by ACL to be cancelled, ACL shall terminate the Loan by notice to the Borrower, in which event all obligations and liabilities thereunder shall become immediately due and payable.

7. EVENTS OF DEFAULT

ACL may at any time after the occurrence of any of the following events terminate the Loan by notice to the Borrower, in which event the obligations and liabilities under the Loan, including but not limited to all amounts outstanding and unpaid under or in connection with the Loan, shall become immediately due and payable:
(a) The Borrower fails to pay any of the Instalments of the Loan and interest thereon or any part thereof either of principal or interest or both or any part thereof when due or any other monies payable hereunder or under any agreement or security document relating to the Loan;
(b) Where any present or future indebtedness of the Borrower for or in respect of money borrowed or raised (whether from ACL or any other person) becomes (or becomes capable of being declared) due and payable prior to its stated maturity otherwise than at the option of the Borrower or any such indebtedness is unpaid when due or, as the as may be, within an appropriate grace period.
(c) The Borrower commits or threatens to commit a breach of any of the covenants, undertakings, stipulations, these Terms and Conditions or any agreement relation thereto;
(d) The Borrower’s Employment Contract approved for the purposes of the Loan is cancelled or terminated for any reason whatsoever prior to its completion;
(e) The Borrower becomes bankrupt, commits an act of bankruptcy, or an action to place the Borrower in bankruptcy has been commenced against him;
(f) Any legal proceedings, suit or action of any kind, and whether criminal or civil, is/are brought against the Borrower;
(g) Any distress, execution or other process is levied on or threatened against any of the Borrower’s assets;
(h) A receiver is appointed over the property, assets or undertaking of the Borrower or any part thereof;
(i) Where the Borrower enters into any arrangement or composition for the benefit of creditors or has any petition filed or notice issued or any step taken for making of a receiving or adjudication order against the Borrower;
(j) Where any statement, representation or warranty made or given to ACL at any time is or shall be incorrect or untrue in any respect or shall be breached;
(k) The Borrower dies or becomes insane or suffers from any other legal incapacity;
(l) If in ACL opinion, there is a material adverse change in the financial or other condition of the Borrower which may affect the Borrower’s ability to perform its obligations under these Terms or under any other agreement made with ACL;
(m) ACL forms the view in good faith, that ACL should take action in order to preserve ACL rights or interests under the Loan, or
(n) In ACL opinion, it is or becomes unlawful or shall contravene any applicable law, regulation or directive for ACL to allow all or part of the Loan to remain outstanding and/or to perform all or any of ACL duties or obligations under these Terms and Conditions or otherwise in connection with the Loan or any other agreement(s) with the Borrower;

8. CANCELLATION OF LOAN DISBURSEMENT
8.1 Upon successful Loan disbursement, the Borrower shall not be entitled to, but may request ACL in writing to, reverse payment of the Loan disbursement. The said request may be granted by ACL on such terms and conditions that ACL may deem fit to impose on the Borrower, including but not limited to the execution of any indemnity in ACL’s favor.
8.2 In the event the Borrower intends to cancel the Loan in full prior to Loan disbursement; the Borrower shall forthwith give ACL notice of the same.

8.3 INDEMNITY
The Borrower shall indemnify ACL against any loss, damage, liability, cost and expense which ACL may incur or suffer (including legal costs on a full indemnity basis) as a result of or arising out of or in connection with the provision, maintenance, recovery or enforcement of the Loan or in relation to these Terms and Conditions or the terms and conditions set out in the Approval Letter or any change in law, regulation or official directive which has an effect on the provision or maintenance of the Loan or these Terms and Conditions or the terms and conditions set out in the Approval Letter provided that the said loss, damage, liability, cost or expense is not caused by ACL own gross negligence or willful default

9. STATEMENT OF INDEBTEDNESS

A statement or certificate signed by any of ACL’s authorized officers as to the monies and liabilities for the time being due to or incurred by ACL shall, except for clerical mistakes appearing on the face of the statement or certificate, be final and conclusive and be binding on the Borrower.

10. NOTICE OF DEMAND

Any demand for payment of moneys or other demand or notice or communication in relation to the Loan or any matters hereunder may be signed by any of ACL’s authorized officers for the time being or by ACL solicitors. Such demand, notice or communication may be sent electronically via mail to or left at the Borrower’s last address in Kenya in ACL records and a notice or demand so given or made shall be deemed to be received on the day it was so left or the day after the date of Mailing notwithstanding that it is returned undelivered.

11. INDULGENCE OF ACL
Notwithstanding that ACL may have delayed or failed or omitted to exercise any right, power, privilege, claim or remedy available to ACL upon any default by the Borrower or that ACL may have accepted payment for any moneys outstanding under the Loan after such default, ACL shall not be held to have waived or condoned or acquiesced in such default and may at any time exercise all or any of the remedies available to ACL. Any delay or indulgence on ACL part in taking steps to enforce any rights or remedies conferred on or available to ACL shall not be held to prejudice or be a waiver of ACL rights of action in respect thereof.

12. CHANGE OF ADDRESS OR OTHER PARTICULARS

The Borrower shall promptly notify ACL in writing of any change in their respective addresses or other relevant particulars or information. ACL shall be entitled a period of not less than fourteen (14) business days after receipt of the notice to process and update the change(s).

13. INFORMATION

13.1 The Borrower shall supply to ACL immediately upon request all statements, information, materials, and explanation (except information of a proprietary nature) regarding the operations and finances of the Borrower as may be reasonably required from time to time.

13.2 The Borrower authorizes and gives ACL consent to:
(i) Conduct checks on them (including but not limited to credit checks, background checks, character assessment checks, business plan checks and checks with any credit bureau recognized as such by the Credit Rating Bureau, CRB) (collectively the “Checks”);
(ii) Obtain and verify any information relating to them (including but not limited to information contained in the application form for the Loan and/or any information derived from the Checks) and/or any of their account(s) from any party or source as ACL may from time to time deem fit at its own discretion and without any liability or notice to the Borrower; and
(iii) Appoint such third parties as ACL deems fit to conduct the Checks on ACL’s behalf and to such third parties contacting the Borrower to request for more information as they deem necessary in relation to the Loan.

13.3 This authorization shall survive the termination of the Loan and these Terms and Conditions.

14. INSTRUCTION BY TELEPHONE, MAIL OR OTHER MEANS

14.1 In addition to any rights ACL has under these Terms and Conditions, ACL may, as ACL sees fit, act on any instruction or any other matter whatsoever relating to the Loan given or purportedly given by the Borrower by post or any other medium of communication, including via SMS transmission or Email.

14.2 In the case of telephone or facsimile instruction(s) from the Borrower: –
(a) ACL may but are not obliged to accept, rely on and act in accordance with such instruction(s) given by the Borrower or any person purporting to be the Borrower;
(b) ACL may require that instructions be confirmed in such manner as ACL may specify from time to time and ACL may in its discretion and without notice refuse to act on any such instruction until ACL receives such confirmation satisfactory to ACL;
(c) ACL may require that the Borrower give written instructions (and any other documentary evidence of authority) in the case where the proceeds of any transaction or any funds in the account are to be credited or remitted to any account not in the Borrower’s name or to another bank account;
(d) ACL may ask questions of and about the Borrower and about particulars of the Borrower’s Loan for the purpose of verifying his/her identity;
(e) The Borrower consents to ACL recording all verbal communication, including the Borrower’s telephone conversations with ACL and agrees to be bound by such recording; and
(f) ACL may refuse to act on any instruction given by the Borrower if such instruction is inconsistent with any applicable law, rule or other regulatory requirement.

15. GOVERNMENT CHARGES / GOODS AND SERVICES TAX(GST).

In the event that any GST or any other taxes, levies or charges whatsoever are now or hereafter required by law to be paid on or in respect of any sums payable to ACL or any other matters under or relating to the Loan or any security relating to the Loan, the same shall be borne by the Borrower and the Borrower shall pay to ACL the amount of such GST or other taxes, levies or charges (or such part thereof which the law does not prohibit ACL from collecting from the Borrower) on or before the same becomes due under law, in addition to all other sums payable to ACL in relation to the Loan and the Borrower shall indemnify ACL against payment thereof.

16. CONSENT TO DISCLOSURE

16.1 The Borrower consents to ACL, ACLs officials, employees, agents and any other persons who by reason of their capacity or office have access to ACL records, registers or any correspondence or material with regards to the Borrower (including but not limited to information contained in the application form for the Loan and/or any information derived from the Checks (as defined in Clause 18.2)), to disclose any information relating to and any particulars of the Borrower’s accounts and affairs:

To any person or organization participating in the provision of electronic or, without limitation, other services in connection with banking services utilized by the Borrower in connection with the Loan, whether in Kenya or outside Kenya for the purpose of the operation of such services, including but not limited to investigating discrepancies, errors or claims;
(a) To any person or organization to whom ACL outsources certain functions or activities or who provide administrative, telecommunication, computer, payment, collection, security, clearing, credit reference or checking, or other services or facilities to ACL relating to the operation of ACL’s business, whether in or outside Kenya;
(b) To the police or any public officer conducting an investigation in connection with any offence;
(c) To credit or charge card companies
(d) To ACL stationery printer, external printer, agent or storage or archival service provider (including but not limited to any provider of microfilm service or any electronic storage, archival or recording facility) for the purpose of making, printing, mailing, storage, microfilming and/or filing personalized cheques, statements of accounts, passbooks, cards, labels, mailers or any other documents or items on which the Borrower’s and/or other particulars appear, or any data or records or any documents whatsoever;
(e) To any information gathering or processing organization or department conducting survey(s) on ACL behalf;
(f) To any person or party that has referred the Borrower’s application for the Loan to ACL;
(g) To any regulatory body, government agency, statutory board, government official, ministry, department or other government bodies or relevant bodies whom ACL considers fit to disclose such information;
(h) (in the case where the Borrower is a company) To any person whom we believe in good faith to be your authorized signatory;
(i) To any person or organization for the purpose of enabling ACL to conduct any credit checks on the Borrower to obtain and verify any information relating to the Borrower or any of the Borrower’s account(s) with ACL;
(j) To any person or organization for the purpose of or in connection with the marketing or promotion of any service or product or investigating any complaint or dealing with any query relating to the marketing or promotion of any service or product;
(k) To any person or organization for the purpose of collecting and recovering for and on ACL behalf any sums of money owing to ACL from the Borrower;
(l) To any party where ACL in good faith deems it reasonable to make such disclosure.

16.2 ACL’s rights and abilities under this Clause shall be in addition and without prejudice to ACL other rights of disclosure under and pursuant to the Credit Act of Kenya or any other statutory provisions and in law and nothing herein is to be construed as limiting any of those other rights.

16.3 This clause shall survive the termination of the Loan and these Terms and Conditions.

17. SEVERABILITY AND ASSIGNMENT

17.1 If any of the provisions contained in these Terms and Conditions are changed by applicable law or declared or deemed invalid, unlawful or unenforceable in any respect by order of a court or under any law, the validity, legality and enforceability of the remaining provisions in these Terms and Conditions will not be affected but these Terms and Conditions will be interpreted as if the invalid, unlawful or unenforceable provision had never been contained in these Terms and Conditions.

17.2 The Borrower may not assign, transfer any of the Borrower’s rights, benefits or obligations under the Loan.”

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

Unless expressly provided to the contrary in these Terms and Conditions or the Approval Letter (“the Relevant Documents”), a person who is not the Borrower, ACL, has no right under the Contracts (Rights of Third Parties) Act, to enforce or enjoy the benefits of any term in the Relevant Documents and notwithstanding any term in the Relevant Documents, the consent of any third party is not required to vary (including to release or compromise any liability) or terminate any of the Relevant Documents.

19. CUSTOMER COMPLAINTS HANDLING PROCEDURE.
Adroit Credit Limited is dedicated to providing a high level of customer service. Should you have any complaints regarding our services, the following procedure applies:
• Submission of Complaints: Complaints can be submitted in writing, via email, or through our customer service hotline. Please include all relevant details to assist us in handling your complaint efficiently.
• Acknowledgment: Upon receipt of your complaint, we will acknowledge it within 24 hours.
• Resolution Timeframe: We aim to resolve complaints within 3 business days of receipt. In cases where further investigation is necessary, we will notify you and provide regular updates on the progress of your complaint.
• Final Resolution: A final resolution will be provided within 14 business days from the date the complaint was received. If we are unable to meet this timeframe, we will inform you of the delay and the expected date of resolution.
• Escalation: If you are not satisfied with the outcome of your complaint, you have the right to escalate the matter to the relevant regulatory authorities.
• Record Keeping: All complaints and related correspondence will be documented and retained in accordance with our record-keeping policies.

20. DEFERMENT UNDER EXCEPTIONAL CIRCUMSTANCES

20.1 Without prejudice to any rights ACL may exercise under the Loan, ACL may, upon production of proof by the Borrower (or his/her personal representative as the case may be) of death, total and permanent disability, terminal illness or total and temporary disability of the Borrower (“Trigger Events”), grant to the Borrower (or his/her personal representative as the case may be) deferment of the Borrower’s Instalment payments under the Loan. Any such deferment shall be granted at ACL sole and absolute discretion and on such terms and for such duration that ACL may specify. ACL may refuse to grant such deferment without having to provide any reason.

20.2 In relation to this Clause, the Borrower hereby agrees:
(a) That ACL, shall have the right to carry out any enquiry or investigation or ask for further information on or from the Borrower before determining whether to grant the deferment of the Instalments;
(b) To submit all information (including but not limited to Bank statements) and execute all documents and to do such things (including but not limited to going for health examinations and undergoing tests with such medical practitioners as ACL, and/or its insurance carrier may appoint) as ACL, and/or its insurance carrier may require, to ascertain whether a Trigger Event has occurred;
(c) That ACL, its officers, employees or agents shall have the right to disclose at any time and from time to time any information regarding the Borrower, the Loan, any of the Borrower’s accounts with ACL and/or any information obtained by ACL in the course of its determination of whether to grant a deferment under these Terms and Conditions to such persons as ACL may, in its sole and absolute discretion, deem necessary.

20.3 Any determination made by ACL as to whether a Trigger Event has occurred in respect of this Clause shall be final and conclusive.

21. AMENDMENT OF TERMS AND CONDITIONS

21.1 ACL reserves the right to add to or vary any of these Terms and Conditions at any time by notifying the Borrower of the changes. The changes shall take effect on the date specified in the notice. The obligation to give the Borrower prior notice does not apply if additions and/or variations are required in an emergency or where it is not practicable to give such notice. Further, ACL may make amendments for administrative or clarification purposes without giving the Borrower any notice.

21.2 The prior notice may be given to the Borrower by exhibiting such notice of the amendments or making available a set of the revised Terms and Conditions at ACL ‘s branches, on ACL’s website or via publication through any media. Upon such exhibition or publication, the Borrower is considered to have been notified of such amended Terms and Conditions.

22. DISPUTE RESOLUTION, JURISDICTION, AND ARBITRATION.

22.1 Dispute Resolution:
o In the event of any dispute arising out of or in connection with these terms and conditions, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to refer the matter to mediation in accordance with the mediation rules of Kenya.
22.2 Jurisdiction:
o These terms and conditions shall be governed by and construed in accordance with the laws of Kenya. Any disputes that cannot be resolved through mediation shall be submitted to the exclusive jurisdiction of the courts of Kenya
22.3 Arbitration:
o If the dispute remains unresolved after mediation, it shall be referred to and finally resolved by arbitration in Kenya under the arbitration rules of Chartered Institute of Arbitrators (Kenya Branch). The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the parties or, failing such agreement, by the relevant arbitration institution. The decision of the arbitrator shall be final and binding on both parties.

23. GOVERNING LAW

These Terms and Conditions and all matters relating to the Loan are governed by the laws of Kenya and the Borrower agrees to submit to the exclusive jurisdiction of the Courts in Kenya.