TALA KENYA: CUSTOMER AGREEMENT
Terms updated: 1 July 2022
1. SUMMARY: YOUR ACCEPTANCE OF TALA’S TERMS AND CONDITIONS
1.1. You must carefully read and understand the Terms and Conditions set out in this Agreement before using the Services, as they set out the terms of your use of the App and the Services and the operation of your Account. A full list of Definitions of the Defined Terms referred to in this Agreement can be found at Section 20.
1.2. By downloading the App and opening an Account you agree to comply with and be bound by these Terms and Conditions governing providing the Services and you will be deemed to accept and agree with the Terms and Conditions of this Agreement upon clicking the “Accept” button with the App when you are asked to confirm that you have read, understood and agreed to abide by this Agreement. If you do not agree with the terms of this Agreement, please do not click the “Accept” button. Please note that you will not be able to access the Services and get license to use the App if you do not click “Accept”.
1.3. If we make any changes to these Terms and Conditions we will notify you at least 30 days before the effective date of the changes through the App and/or our social media platforms and/or our website and/or SMS/email communications with you. Your continued use of the Services constitutes your agreement to be bound by any changes to our terms and conditions.
1.5. By using the App or any of the Services, you consent to us collecting and using technical information about the Equipment and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
1.7. An explanation of our Credit Advances and Charges can be found at Section 6 and the consequences if you default in paying a Credit Advance and Charges in accordance with these terms and conditions is set out at Section 7 below.
1.8. You may contact Tala at any time through the App or via email at firstname.lastname@example.org. If you wish to opt-out from receiving direct marketing communications from us please write to us at email@example.com. For further details see Section 10 below.
2. TERMS OF THE LICENCE TO USE THE APP
2.1. This Agreement is a financial services and an end-user license agreement between the person whose duly registered mobile phone number, Personal Data and other details were used to register with and utilize the Tala Mobile Lending App (“Tala Customer” or “User” or “You’), and InVenture Capital Corporation, a California corporation, its Kenyan subsidiary InVenture Mobile Limited and other subsidiaries in Kenya (collectively “Tala”), which provides the Tala Android application (“Tala App” or “App”) for mobile based Credit Advances (“We / Tala / Us”).
2.2. In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive license to use the App on your Equipment, subject to this Agreement. We reserve all other rights.
2.3. Except as expressly set out in this Agreement, you agree not to:
2.3.1. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
2.3.2. make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
2.3.3. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities is:
188.8.131.52. not unnecessarily disclosed or communicated without our prior written consent to any third party;
184.108.40.206. not used to create any software that is substantially similar to the App;
220.127.116.11. to include our copyright notice on all entire and partial copies you make of the App on any medium;
18.104.22.168. provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without our prior written consent.
2.4. You also agreed to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Services, together with the License Restrictions.
2.5. You are not permitted to do the following (as it would be a breach of this Agreement):
2.5.1. use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
2.5.2. infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this Agreement);
2.5.3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
2.5.4. use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
2.5.5. collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that all intellectual property rights in the App and the Technology anywhere in the world belong to Tala or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to the App in source-code form.
4. USE OF THE SERVICES
4.1. Our Services can only be utilized by persons over the age of 18. Tala reserves the right to verify the authenticity and status of your Mobile Money Account with the relevant Mobile Money Provider.
4.2. Our acceptance of your application for a Credit Advance will be displayed on the App. You hereby acknowledge and accept that the acceptance by Us of your application for a Credit Advance does not create any contractual relationship between you and Us beyond the Terms and Conditions that apply to your Mobile Money Account from time to time.
4.3. The terms of the Credit Advance and charges payable in relation to each Credit Advance application will be displayed to you on the App, prior to you accepting any Credit Advance.
4.4. We reserve the right to decline your application for a Credit Advance at our sole and absolute discretion and without assigning any reason or giving any notice thereto, except through a simple notification that may be displayed on the App.
4.5. We reserve the right (in our sole and absolute discretion) to issue or decline to issue a Credit Advance and/or vary the terms of any offer made by Us to you for a Credit Advance depending on our assessment of your credit profile from time to time.
5. OUR USE OF YOUR PERSONAL DATA
5.3. Tala collects and processes personally identifiable information (Personal Data) as set out in the Privacy Notice.
5.5. You acknowledge and agree to our use of automated processing to determine your eligibility for our Services based on the Personal Data and Relevant Information that we collect. You may object to the automated processing of your Personal Data, but doing so will prevent us from providing you with our Services. If you wish to request a reconsideration of an automated decision, you may contact us via email at firstname.lastname@example.org.
5.6. You acknowledge and agree that your Personal Data collected by Tala may be stored and processed in the United States or any other country in which Tala or its agents maintain facilities. By using the Service, you consent to any such transfer of information outside of Kenya.
5.7. You acknowledge that by using the Services, some of your Personal Data will be passed on to Mobile Money Providers and our technology providers and you hereby authorise Tala to share with, provide or disclose to such third parties with which you have separately contracted or with which you intend to contract your Personal Data including any Customer Information, information pertaining to you or your loan account, or your usage of Tala products and Services provided that the authority given to Us to disclose information to such third parties (not being a law enforcement, investigative or regulatory authority) pursuant to this clause may be withdrawn at any time.
5.8 You acknowledge that Tala may verify your identity information through publicly available and/or restricted government databases in order to comply with regulatory requirements.
5.9 You accept that Tala shall have the right to monitor your account usage and may disclose Personal Data to local law enforcement or investigative agencies or any competent regulatory or governmental agencies to assist in the prevention, detection or prosecution of money laundering activities, fraud or other criminal activities.
5.10 Tala personnel who handle Personal Data have a responsibility and are under an obligation to treat it securely, confidentially and may not disclose it to unauthorized third parties. Personnel who violate Tala’s privacy policies are subject to a range of disciplinary actions.
* You fail to provide promptly Customer Information that we reasonably requested, or
* You withhold or withdraw any consents that we may need to process, transfer or disclose Customer Information for your use of the Services (except for purposes connected with marketing or promoting products and services to you); or
* We have, or a member of Tala has, suspicions regarding money laundering activities, fraud or other criminal activities and/or associated risk.
* be unable to provide new, or continue to provide all or part of the Services to you and reserve the right to terminate our relationship with you;
* take actions necessary for us or a member of Tala to meet any compliance obligations as required by Applicable Law; and/or
* block, transfer or close your account(s) where permitted under Applicable Law.
5.13 In addition, if you fail to supply promptly your tax Information and accompanying statements, waivers and consents, as may be requested, then we may make our own judgment with respect to your status, including whether you are reportable to a Tax Authority, and may require us or other persons to withhold amounts as may be legally required by any Tax Authority and paying such amounts to the appropriate Tax Authority.
6. CREDIT ADVANCES AND CHARGES
6.1. The App allows you to apply for Credit Advances. The maximum credit limit of any advance will vary depending on your credit score. Your repayment history will be relevant to your credit score, among other factors.
6.2. For each Credit Advance we will charge you Interest, which typically varies between 4%-34% of the Credit Advance offered to you, as well as any associated Telecom Charges. Please note the Telecom Charges are outside of Tala’s control.
6.3. Interest shall be determined by Tala and vary depending on your credit score, but shall be subject to the thresholds permissible by Applicable Law.
6.4. If you fail to pay the Credit Advance and Interest to Us on the due date for payment we will be authorized to apply Late Payment Interest.
6.5. Tala will communicate the Credit Advance, Interest and Late Payment Interest applicable to you prior to issuing each and every Credit Advance.
6.6. You are required to pay back the Credit Advance plus Interest according to the repayment schedule as displayed in the App at the time we offer you the Credit Advance.
6.7. You hereby agree to pay all amounts payable in connection with your use of the Services. All payments to be made by you under this Agreement shall be made in full without any setoff or counterclaim and save in so far as required by the law to the contrary, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Us, you shall immediately pay to Us such additional amounts as will result in Us receiving the full amount We would have received had no such deduction or withholding been required.
6.8. You agree to pay all other fees, expenses and taxes, duties, impositions and expenses incurred in complying with your Requests.
6.9. You hereby agree to pay costs, charges and expenses incurred by Us in obtaining or attempting to obtain payment of any Credit Advance owed by you.
7. IF YOU DEFAULT ON A CREDIT ADVANCE
7.1. An Event of Default occurs when you fail to pay any sum payable in respect of the Credit Advance issued to you under this Agreement for the period set forth in the Credit Advance Offer Page provided to you when you accepted the terms of the Credit Advance. The only exception to this is if failure to pay is caused solely by an administrative error or technical problem not within your control.
7.2. At any time after an Event of Default has occurred which is continuing, you agree and consent to us being able to, without prejudice to any other right or remedy granted to Us under any law:
7.2.1. Declare that the Credit Advance (and all accrued interest and all other amounts outstanding under this Agreement is immediately due and payable, whereupon they shall become immediately due and payable); and
7.2.3. Engage an external collections agency to seek repayment;
7.2.4. Get indemnification upon demand against any reasonable loss or expense, which We may incur as a consequence of an Event of Default; and/or
7.2.5. Terminate this Agreement in accordance with Section 14 below.
7.3. If We submit a negative report to Credit Reference Bureaus we shall notify you of the same within 30 days of Us submitting such information to Credit Reference Bureaus. A copy of any adverse information concerning you sent to a Credit Reference Bureau shall be made available to you upon written request to us via email at email@example.com;
7.4. You understand that if Tala supplies information about you to the Credit Bureaus that it might impact upon your credit profile and possibly credit scores on your creditworthiness.
8.1. All payments to be made by you in connection with this Agreement are calculated without regard to any taxes payable by you. If any taxes are payable in connection with the payment, you must pay Us an additional amount equal to the payment multiplied by the appropriate rate of tax. You must do so at the same time as making the payment.
8.2. You hereby consent and agree that We may withhold amounts in your Account, if any tax authority requires Us to do so, or We are otherwise required by law or pursuant to agreements with any tax authority to do so, or if We need to comply with internal policies or with any applicable order or sanction of a tax authority.
9. CUSTOMER ACCOUNT STATEMENTS
9.1. A statement and activity report in respect of your Credit Advance can be made available to you upon Request. Please contact Us via the App, or via e-mail at firstname.lastname@example.org
9.2. Your statement will show all the details of the last Credit Advance transaction or such other number of transactions as determined by Us and initiated from your Equipment. You must check your statement carefully and notify us as soon as possible if it includes any transaction or other entry which appears to you to be wrong or not made in accordance with your instructions.
9.3. We reserve the right to rectify discrepancies, add and/or alter the entries in your statements, without prior notice to you. We will however inform you of any rectification, additions and or alterations effected on your statements within a reasonable time after the changes are effected.
9.4. Save for a manifest error, a statement issued to you in respect of your transactions shall be conclusive evidence of the transactions carried out and requested by you from your Equipment for the period covered in the statement.
10. COMMUNICATION METHODS (INCLUDING MARKETING)
10.1. You consent that we may send you notifications about (i) the Services or transaction related matters that may be of importance to you; and (ii) marketing messages about the Services. You consent that we may send you notifications through our App as well as SMS and emails to the email address and mobile phone number you provide to Us at the time of registration.
10.2. You may at any time opt-out from receiving direct marketing communications from us by writing to us at email@example.com; and/or (ii) using the unsubscribe instructions in any email/SMS communications sent to you. For App notifications only you may turn these off at the device level through your settings or through the mobile application settings within the App.
11. WITHDRAWING YOUR CONSENT FROM TALA ACCESSING YOUR CUSTOMER INFORMATION IN THE FUTURE
By uninstalling the App from your Device, you can withdraw your consent from Tala accessing your Customer Information in the future, but you acknowledge and provide your consent that we may keep and share the Customer Information provided up until the point of uninstall for as long as necessary for the fulfillment of the purposes for which Customer Information was obtained or for the establishment, exercise or defense of legal claims, or for legitimate business purposes, or as permitted by law.
12. YOUR LIABILITY FOR REQUESTS MADE WITHIN THE APP
12.1. You authorize Us to act on all Requests received from you (or purportedly from you) through the System and to hold you liable in respect thereof, even if that Request is otherwise for any reason incomplete or ambiguous if, in our absolute discretion, We believe that it can correct the incomplete or ambiguous information in the Request without any reference to you being necessary.
12.2. We shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which We may act if We have in good faith acted in the belief that such instructions have been sent by you.
12.3. You acknowledge that we may nevertheless refuse to carry out any Requests in our sole and absolute discretion, including the right to reject any Request in relation to a Credit Advance application from you even if you have previously been issued with a Credit Advance by Us.
12.4. You agree to and shall release from and indemnify Us against all claims, losses, damages, costs and expenses, howsoever arising in consequence of, or in any way related to Us having acted (or failed to act) in accordance with the whole or any part of any of your Requests.
12.5. You acknowledge that, to the full extent permitted by law, We shall not be liable for any unauthorized drawing, transfer, remittance, disclosure, any activity or any incident on your account by the fact of the knowledge and/or use or manipulation of your Account PIN, password, ID or any means whether or not occasioned by your negligence.
12.6. We are authorized to effect such orders in respect of your Credit Advance and/or Account as may be required by any court order or competent authority or agency under the applicable laws.
12.7. In the event of any conflict between any terms of any Request received by Us from you and this Agreement, this Agreement shall prevail.
13. YOUR RESPONSIBILITY TO KEEP YOUR LOG IN DETAILS & YOUR EQUIPMENT SAFE
13.1. You agree that you shall:
13.1.1. at your own expense, provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the System and the Services;
13.1.2. ensure the proper performance of your Equipment, and that We shall neither be responsible for any errors or failures caused by any malfunction of your Equipment and nor shall We be responsible for any computer virus or related problems that may be associated with the use of the System, the Services or the Equipment;
13.1.3. be responsible for charges due to any service provider providing you with connection to the Network and We shall not be responsible for losses or delays caused by any such service provider;
13.1.4. follow all instructions, procedures and terms contained in this Agreement and any document provided by Us concerning the use of the System and the Services;
13.1.5. be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Credentials secret and secure. You shall ensure that your Credentials do not become known or come into possession of any unauthorized person. We shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold Us harmless from any losses resulting from any disclosure of your Credentials;
13.1.6. take all reasonable precautions to detect any unauthorized use of the System and the Services, and you shall ensure that all communications from Us are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the System will be detected;
13.1.7. not at any time operate or use the Services in any manner that may be prejudicial to Us; and
13.1.8. follow the security procedures notified to you by Us from time to time or such other procedures as may be applicable to the Services from time to time. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your Account’s confidentiality. In particular, you shall ensure that the Services are not used or Requests are not issued or the relevant functions are not performed by anyone other than a person authorized to do so.
3.2. You further agree that you shall immediately inform Us in the event that you have reason to believe that:
3.2.1. Your Credentials are or may be known to any person not authorized to know the same and/or have been compromised; and/or
3.2.2. unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.
14. TERMINATION OF THIS AGREEMENT
14.1. We may at any time, upon notice to you, terminate our business relationship with you and close your Account, and in particular but without prejudice to the generality of the foregoing, We may cancel Credit Advances which we have granted and require the repayment of outstanding debts resulting from such Credit Advances within such time as We may determine.
14.2. Without prejudice to Our rights under this section. We may, at our sole discretion, suspend or close your Account if:
14.2.1. We detect or reasonably suspect any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
14.2.2. We are required or requested to comply with an order or an instruction or a recommendation from the Government, Court, regulator or other competent authority;
14.2.3. We reasonably suspect or believe that you are in breach of this Agreement (including non-payment of any Credit Advance amount due from you where applicable) which you fail to remedy (if remediable) within 5 days after the service of notice by email, SMS or other electronic means requiring you to do so;
14.2.4. such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety; to facilitate, update or upgrade the contents or functionality of the Services from time to time;
14.2.5. your Account becomes inactive or dormant;
14.2.6. you breach any of the License Restrictions;
14.2.7. your Account or the agreement with the Mobile Money Provider and/or Mobile Network Provider is terminated for whatever reason; or
14.2.8. We decide to suspend or cease the provision of the Services for commercial reasons or for any other reason.
14.3. Termination shall however not affect any accrued rights, remedies and liabilities of either party.
14.4. If We receive notice of your death, We will not be obliged to allow any operation or withdrawal from your Account by any person except upon production of administration letters from a competent authority or confirmed grant of letters of administration or confirmed grant of probate by your legal representatives duly appointed by a court of competent jurisdiction.
14.5. If your Account has a credit balance at any time as a result of overpayment of your Credit Advance, you may issue a Request to Tala for payment of such credit balance and Tala will return any such balance to you, less any applicable charges, provided that such amount falls above the minimum transfer amounts specified by the relevant Mobile Money Provider.
15. LIMITATION OF TALA’S LIABILITY
15.1. We shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of the failure of any of your Equipment, or any other circumstances whatsoever not within Tala’s control including, without limitation, Force Majeure or error, interruption, delay or non-availability of the System, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, operation of the law and failure of any public or private telecommunications system.
15.2. You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App, as described meet your requirements.
15.3. We only supply the App for domestic and private use. You agree not to use the App and documents for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
15.4. We will not be liable for any losses or damage suffered by you as a result of or in connection with:
15.4.1. a defect or fault in the App or any Service resulting from you having altered or modified the App;
15.4.2. a defect or fault in the App resulting from you having used the App in breach of the terms of this Agreement;
15.4.3. your breach any of the License Restrictions;
15.4.4. unavailability of sufficient funds in your Mobile Money Account;
15.4.5. failure, malfunction, interruption or unavailability of the System, your Equipment, the Network or a Mobile Money System;
15.4.6. the money in your Account being subject to legal process or other encumbrance restricting payments or transfers thereof;
15.4.7. your failure to give proper or complete instructions for payments or transfers relating to our Account;
15.4.8. any fraudulent or illegal use of the Services, the System and/or your Equipment; or
15.4.9. your failure to comply with this Agreement and any document or information provided by Us concerning the use of the System and the Services.
15.5. We shall not be liable to you for any interference with or unavailability of the Services, however caused. Under no circumstances shall We be liable to you for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, however caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to Us.
15.6. Our sole liability under this Agreement in respect of Service interference or unavailability shall be limited to the re-establishment of the Services as soon as reasonably practicable, save where re-establishment of the Services is not commercially viable or is not within Tala’s control including, without limitation, Force Majeure or error, interruption, delay or non-availability of the System, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, operation of the law and failure of any public or private telecommunications system.
15.7. Save as provided in Section 15.6, we shall not be liable to you for any interference with or unavailability of the Services, howsoever caused.
15.8. All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.
16. INDEMNITY AND EXCLUSION OF LIABILITY
16.1. In consideration of Us complying with your instructions or Requests in relation your Account, you undertake to indemnify Us and hold it harmless against any loss, charge, damage, expense, fee or claim which We suffer or incur or sustain thereby and you absolve Us from all liability for loss or damage which you may sustain from Us acting on your instructions or requests or in accordance with this Agreement.
16.2. The indemnity shall also cover the following:
16.2.1. All demands, claims, actions, losses and damages of whatever nature which may be brought against Us or which We may suffer or incur arising from its acting or not acting on any Request or arising from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Our control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by us.
16.2.2. Any loss or damage that may arise from your use, misuse, abuse or possession of any third party software, including without limitation, any operating system, browser software or any other software packages or programs.
16.2.3. Any unauthorized access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment.
16.2.4. Any loss or damage occasioned by the failure by you to adhere to this Agreement and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by Us as a consequence of any breach by this Agreement.
16.2.5. Any damages and costs payable to Us in respect of any claims against Us for recompense for loss where the particular circumstance is within your control.
17. COMMUNICATION BETWEEN US
17.1. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice, you can send this to us by e-mail to firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing by e-mail.
17.2. If we have to contact you or give you notice in writing, We will do so by e-mail or by SMS to the mobile phone number or email address you provide to us in your request for the App.
18. GENERAL PROVISIONS
18.1. No failure on the part of any party to exercise, or delay on its part in exercising, any right, power or remedy provided by this Agreement or by law shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise of that, or any other, right, power or remedy.
18.2. No failure by Us to exercise, and no delay in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.
18.3. If any provision or part of a provision of this Agreement shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
18.4. We may vary or amend at any time and without notice to you these Terms and Conditions. Any such variations or amendments to these Terms & Conditions may be published by Us on the App, in the daily newspapers, through Social Media, on Our website and/or by any other means as determined by Us and any such variations and amendments shall take effect immediately upon publication. Any changes to these Terms and Conditions may be made from time to time by Us and of which notice has been given to you by way of publication shall be binding upon you as fully as if the same were contained in this Agreement.
18.5. If any provision of these Terms and Conditions shall be found by any duly appointed arbitrator, court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or un-enforceability of such provision shall not affect the other provisions herein.
18.6. You agree that You shall not assign any of your rights under this Agreement, transfer any of your obligations under this Agreement, sub-contract or delegate any of your obligations under this Agreement nor charge or deal in any other manner with this Agreement or any of your rights or obligations.
18.7. You acknowledge that we may assign and transfer any of Our rights and obligations under this Agreement either absolutely or as collateral security to any third party or third parties at Our discretion.
18.8. The Terms and Conditions constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
18.9. You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
18.10. You and We agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
19. GOVERNING LAW & DISPUTE RESOLUTION
19.1. Tala encourages you to report any disputes, claims or discrepancies via email at email@example.com.
19.2. In any event, you agree that you shall, in good faith, resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement.
19.3. This Agreement will be governed by and construed in accordance with international laws of arbitration and the laws of the Republic of Kenya, without giving effect to any choice or conflict of law provision, except that questions affecting the construction and effect of any Intellectual Property Right(s) shall be determined by the law of the country in which the Intellectual Property Right(s) shall have been granted.
20. DEFINITIONS AND INTERPRETATION OF TERMS USED IN THIS AGREEMENT
Terms used in this Agreement shall have the following meanings. unless the context requires otherwise, the singular shall include the plural and vice versa; a reference to any one gender, whether masculine, feminine or neuter, includes the other two; all the headings, subheadings and bullet points in this Agreement are for convenience only and are not to be taken into account for the purposes of interpreting it; the recitals and schedules shall be deemed to form part of this Agreement.
“Agreement” means this Agreement;
“Account” means your account with Tala;
“Credentials” means your personal credentials used to access the Tala App and operate your Account;
“Credit Advance” means a loan provided by Tala;
“Credit Bureau” means a Credit Reference Bureau duly licensed under Banking Act pursuant to Banking (Credit Reference Bureau) Regulations, 2013, as amended, revised or promulgated from time to time, to inter alia, collect and facilitate the sharing of customer credit information;
“Credit Advance Offer Page” means the page setting out the specific terms, conditions and characteristics of any Loan;
“Customer Information” means your Personal Data, Sensitive Personal Data, Health Data and/or Tax Information, including relevant information about you, your transactions, your use of our products and services, and your relationships with Tala;
“E-Money” means the electronic monetary value depicted in your Account representing an equal amount of cash;
“Equipment” includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;
“Force Majeure” means events, circumstances or causes beyond a reasonable control making performance of the obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, acts of terrorism, strikes or labor disputes, embargoes or governmental orders;
“Encumbrance” includes any mortgage or charge (whether legal or equitable), lien, option, security interest, restrictive covenant, pledge, assignment, title retention, trust arrangement or other restriction of any kind or other encumbrance securing or any right conferring a priority of payment in respect of any obligation of any person;
“Interest” means the charges applicable to the Loan to be charged by Tala to you;
“Late Payment Interest” means the Interest applicable if you fail to make any payments due to Us at the due date for such payment;
“Loan” means the principal amount of the loan granted or to be granted by Tala to you under this Agreement from time to time through the Tala System and/or App or (as the context requires) the principal amount outstanding, including any Interest and/or other charges for the time being of that Credit Advance;
“Mobile Money Account” means your mobile money store of value, being the record maintained by Mobile Money Providers in Kenya of the amount of E-Money from time to time held by you in the Mobile Money Provider’s System;
“Mobile Money” means the money transfer and payments service operated by the Mobile Money Providers in Kenya;
“Mobile Money Service” means the money transfer and payments service provided by the Mobile Money Providers through the Mobile Money System;
“Mobile Money System” means the system operated by the Mobile Money Providers in Kenya for the provision of the Mobile Money Service;
“Mobile Network Operator” or “Mobile Money Provider” means a mobile network operator registered with the Communications Authority of Kenya;
“Network” means a mobile cellular network operated by a Mobile Network Operator;
“Personal Data” means personal identifiable information as prescribed in the Data Protection Act which includes but is not limited to name, address, phone number, identification number, location data, date of birth, gender, transaction data, an online identifier or information relating to one or more factors specific to the physical, psychological, genetic, mental, economic, cultural or social identity of that. It also includes Sensitive Personal Data.
“Privacy Notice” means the Privacy Notice (available within the Tala App and on the Tala website) that sets out the Personal Data that we collect from you and the purpose for which we use your Personal Data.
“Relevant Information” means information that Tala requires for purposes of providing the Services, including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your Equipment (meaning your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network), from any SMS (meaning a short message service consisting of a text message transmitted from your mobile phone to another)sent to you by the Mobile Money Providers (meaning a mobile network operator registered with the Communications Authority of Kenya) and any financial services providers relating to your use of the Mobile Money Service (meaning the money transfer and payments service provided by the Mobile Money Providers through the Mobile Money System) and such other information as specified in the relevant Privacy Notice of the particular Service.
“Request” means a request or instruction received by Tala from you, your Equipment or purportedly from you through the Network, mobile phone and the System and upon which Tala is authorized to act;
“Sensitive Personal Data” means data revealing the natural person’s race, health status, ethnic social origin, conscience, belief, genetic data, biometric data, property details, marital status, family details including names of the person’s children, parents, spouse or spouses, sex or the sexual orientation of the data subject;
“Services” shall include any form of services or products that Tala may offer you within the App pursuant to this Agreement and as you may from time to time subscribe to and “Service” shall be construed accordingly;
“SIM Card” means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the Network and to use the Mobile Money Account;
“SMS” means a short message service consisting of a text message transmitted from your mobile phone to another;
“System” means electronic communications software enabling you to communicate with Tala for purposes of the Services. The System and the Services will for the purpose of this Agreement be accessed through a Mobile Network Operator’s System;
“Technology” means services used or supported by the App;
“Telecom Charges” means telecom network distribution costs which are paid by you directly to your telecom provider;
“User” means a mobile network subscriber who has installed the App and is onboarded successfully for use of the Services.