1. 1.1. This Agreement sets out the complete terms and conditions (as may be amended from time to time) between you, Etica and Tala for the Product (as hereinafter defined in clause 3.4). It is legally binding on you and your personal representatives, assigns and successors.
2. 1.2. These terms and conditions and any amendments or variations thereto take effect within (30) days from the date of notification of the update or amendment.

1. 2.1. In these terms and conditions, the following words and expressions (save where the context requires otherwise) bear the following meanings:
   1. 2.1.1. “Access Channel” means the Tala’s Mobile App through which Customers will access the Product.
   2. 2.1.2. “Agreement” means these terms and conditions and any amendments that will be made from time to time.
   3. 2.1.3. “Applicable Law (s)” means the laws of Kenya and any other laws or regulations, regulatory policies, guidelines or industry codes.
   4. 2.1.4. “CIS Regulations” means the Capital Markets (Collective Investment Schemes) Regulations, 2023 and references to the CIS Regulations shall include amendments as may be made from time to time.
   5. 2.1.5. “Custodian” means a person or persons licensed by the Capital Markets Authority as a custodian and appointed to offer custodial services to the Fund.
   6. 2.1.6. “Customer” means an individual who has opted into the Product and become a Unitholder. It is further acknowledged that the mere fact of opting into the Product does not qualify one as a Unitholder.
   7. 2.1.7. “E-money” means monetary value as represented by a claim on its issuer, that is:
      1. 2.1.7.1. Electronically, including magnetically, stored;
      2. 2.1.7.2. Issued against receipt of currency of Kenya; and
      3. 2.1.7.3. Accepted as a means of payment by persons other than the issuer.
   8. 2.1.8. “Equipment” includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Product.
   9. 2.1.9. “Etica” means Etica Capital Limited, a company incorporated in the Republic of Kenya of registration number PVT-8LU7A788, whose principal place of business is at Suite 4A & 4E Allamano Centre, Westlands (inside Consolata Shrine Compound), P.O. Box 3245, 00621,Nairobi, Kenya.
   10. 2.1.10. “Fund” means the Etica Unit Trust Fund that the Customers opt into for the Product.
   11. 2.1.11. “Fund Manager(s)” means a fund manager duly licensed by the Capital Markets Authority as such and responsible for the management and administration of the Fund, it being acknowledged that the Fund may have more than one Fund Manager subject to the relevant approvals required by law. The fund managers at the launch of the Product are as set out in the Trust Deed and Rules.
   12. 2.1.12. “Incorporation Documents” means the Fund’s Trust Deed incorporating the Scheme Rules and the applicable Information Memorandum.
   13. 2.1.13. “Information Memorandum” means the document issued by Etica that outlines the specific details, risks, and terms of the Product, ​​as updated from time to time.
   14. 2.1.14. “Intellectual Property Rights” means any rights in any trade name, trademark or other intellectual property rights used by Tala and/or the Fund Managers in relation to the Product or any platforms and systems used for the operation of the Product.
   15. 2.1.15. “IPRS” means the Integrated Population Registration System operated by the Government.
   16. 2.1.16. “Investment” means the amount that the Customer invests into their Product Account as an investment in the Fund in order to become a Unitholder.
   17. 2.1.17. “Government” means the National Government, County Government or any other Government lawfully established under the laws of Kenya.
   18. 2.1.18. “Know Your Customer” also known as KYC refers to the customer due diligence obligations prescribed by relevant laws and as may be prescribed or recommended by the Government or Central Bank of Kenya and the Capital Markets Authority from time to time.
   19. 2.1.19. “Mobile Money Account” your mobile money store of value, being the record maintained by the related Mobile Money Providers in Kenya of the amount of E-money from time to time held by you in such Mobile Money Provider’s System.
   20. 2.1.20. “Mobile Money Service” means the money transfer and payments service operated by the Mobile Money Providers in Kenya.
   21. 2.1.21. “Mobile Money System” means the system operated by the Mobile Money Providers in Kenya for the provision of the Mobile Money Service.
   22. 2.1.22. “Mobile Money Provider” means a mobile network operator registered with the Communications Authority of Kenya.
   23. 2.1.23. “Network” means your mobile cellular network.
   24. 2.1.24. “Opt in” means the confirmation from Unitholder indicating that they are accepting the Terms and Conditions of the Product.
   25. 2.1.25. “Opt out” means the confirmation from Unitholder indicating that they no longer use the product.
   26. 2.1.26. “Party” singularly refers to You, Tala,or Etica singularly.
   27. 2.1.27. “Parties” means You, Tala or Etica jointly.
   28. 2.1.28. “Personal Information” means personal identifiable information as prescribed in the Data Protection Act, 2019 which includes but is not limited to name, identification number and date of birth.
   29. 2.1.29. “Product” means the collective investment scheme established as a fund, registered under the CIS Regulations and offered to Customers through the Product Account.
   30. 2.1.30. “Product Account” means an account held by a Unitholder in the Fund in accordance with the Terms and Conditions herein and which is accessible through the Access Channel.
   31. 2.1.31. “Request(s)” means a request or instruction received by us from you or purportedly from you through the Network and the Mobile Money System and upon which we are authorised to act.
   32. 2.1.32. “Security Credentials” means any personalized sequence of numbers, letters, symbols, or patterns (including PINs and passwords), or any unique biological characteristics (including fingerprint, facial, or other biometric identifiers) used by you to verify your identity and access the Product or Equipment.
   33. 2.1.33. “SMS” means a short message service consisting of a text message transmitted from one mobile phone to another.
   34. 2.1.34. “Tala” means Inventure Mobile Limited trading as Tala, a limited liability company of registration number CPR/2014/150276 duly organised and existing under the Law of Kenya, with business address at The Oval, 6th Floor, Wing A, Ring Road, Westlands, Nairobi and of Post Office Box 35523-00100, Nairobi in the said Republic.
   35. 2.1.35. “Trust Deed” means the Fund’s constitutional and primary governance document as supplemented and amended from time to time, subject to the necessary approvals and consents required by law.
   36. 2.1.36. “Trustee” means a person, licensed by the Capital Markets Authority, appointed to be responsible for oversight of the scheme, it being acknowledged that the initial Trustee of the scheme is Co – operative Bank Kenya Limited but the term Trustee shall be construed to include any such other Trustee(s) appointed from time, subject to the relevant approvals and consents required by law.
   37. 2.1.37. “Unit” means one undivided unit in the Etica Money Market Fund and the term “Unitholder” shall be construed to mean the Customer who has opted into the Product and invested the minimum unit threshold of ksh.100.
   38. 2.1.38. “We” “our” and “us” or its variants means Tala, Etica and/or the Fund Manager(s) and includes our successors and assigns.
   39. 2.1.39. “You” and “your” means the Unitholder and includes the Unitholder’s personal representatives and assigns words importing the singular meaning where the context so admits include the plural meaning and vice versa.

1. 3.1. This Agreement sets out the complete Terms and Conditions which shall be applicable to your Product Account in the Etica Money Market Fund (the “Fund”).
2. 3.2. The Product is a collective investment scheme established as a fund, registered under the CIS Regulations and offered to Customers through the Product Account.
3. 3.3. Notwithstanding anything to the contrary in these Terms and Conditions and in any documents referred to under this clause, you acknowledge and agree as follows:
   1. 3.3.1. Save as otherwise provided for in the Incorporation Documents,Tala’s primary role with respect to the Fund is to provide the necessary technological infrastructure to enable its Customers to invest in a seamless and secure manner;
   2. 3.3.2. The responsibility for investment of the Fund, shall solely be borne by the Fund Manager(s) licensed by the Capital Markets Authority to be responsible for managing and administering Unitholder funds under collective investment schemes;
   3. 3.3.3. Pursuant to contractual arrangements between Tala and the Fund Manager, the Fund Manager(s) have engaged Tala to provide certain services in relation to the Fund subject to the understanding that the Fund Manager(s) retain the primary responsibility as against the Unitholders, to provide their services as licensed fund managers; and
   4. 3.3.4. Tala excludes all liability that may arise from any loss or damage suffered by you on account of the investment or administration of the Fund.

1. 4.1. Before opting-in or registering for the Product, you should carefully read and understand these terms and conditions as they govern the access, use and operation of the Product. These Terms and Conditions are available on https://www.tala.co and may be published on the respective Fund Manager website..
2. 4.2. You will be deemed to have read, understood and accepted these Terms and Conditions:
   1. 4.2.1. upon clicking on the “Accept” option on the Product Menu requesting you to confirm that you have read, understood and agreed to abide by these Terms and Conditions; and
   2. 4.2.2. By using or continuing to use and operate the Product Account.
3. 4.3. By registering for the Product, you agree to follow and be bound by these terms and conditions as amended and revised from time to time and you affirm that these terms and conditions are without prejudice to any other rights that we may have in law or otherwise regarding your registration, access and use of the Product.
4. 4.4. We may from time to time vary or amend these terms and conditions subject to such amendments and variations being presented to you at least thirty (30) days before them taking effect. You will be deemed to have read, understood and accepted such amendments and variations upon your continued access and use of the Product.

1. 5.1. The Fund Managers shall procure the creation and issuance of Units to the Unitholders.
2. 5.2. Units shall be created and availed digitally through the Product Account .
3. 5.3. The Units allocated to the Unitholder shall be equivalent to the amount of E-money invested by the Unitholder from time to time (and shall where applicable, include all interest accrued thereon from time to time).
4. 5.4. We reserve the right, as approved by the Capital Markets Authority and the Trustee, to set the minimum number of Units that may be purchased by any Unitholder provided, however, that unless and until such determination is made and communicated by us, the minimum number of Units shall be equivalent to Kenya Shillings One Hundred (Kshs 100).
5. 5.5. The Unitholder may redeem or withdraw amounts invested (together with interest accrued thereon) to their Mobile Money Account using the Access Channel.
6. 5.6. Units are traded at the daily ruling price and will be repurchased by the Fund Manager(s), in accordance with the CIS Regulations as amended from time to time and on Terms and Conditions set out in the Trust Deed.
7. 5.7. You may apply to invest in the Product using the Opt in option on the Access Channel.
8. 5.8. The Customer applies to invest in the Product in accordance with the provisions of the Trust Deed. Customer funds received on a given day will reflect instantaneously in their cash balance and will be auto-invested the next working day to start earning interest. Any interest earned will be added to their total balance every day at midnight.
9. 5.9. The Unitholder shall at all times be responsible for any instructions sent to the Tala and or the Fund Manager via the Access Channel and shall ensure that any such instructions are complete and correct in all respects.
10. 5.10. The Unitholder acknowledges the inherent risk associated with the Product. The Unitholder furthermore agrees that Tala and or the Fund Manager will not be liable for the consequences of market influences and consequent changes in interest rates. The Unitholder bears the complete investment risk. We will not be held responsible for any loss, consequential or otherwise, arising from changes in tax or other legislation that may have an effect on the investment returns of the Fund.
11. 5.11. The Unitholder is entitled to any information the law requires a collective investment scheme provider to disclose.
12. 5.12. Tala shall, for and on behalf of the Fund Manager(s), transmit such information if the Unitholder requests it.
13. 5.13. Once a Product Account has been opened, a statement of investments will be sent to the Unitholder by Etica on a monthly basis via email. Copies of statements are available to the Unitholder upon request from Etica .
14. 5.14. We reserve the right to withhold processing of any unclear, incomplete or ambiguous instruction forwarded by the Unitholder.
15. 5.15. We will not be liable for any loss incurred due to incorrect information being supplied by the Unitholder.

1. 6.1. By opting into the Product, you confirm that you are at least eighteen (18) years old Upon successful enrollment, you are acknowledged as a Unitholder.
2. 6.2. By registering for the Product, you hereby agree and authorize the Fund Manager(s) to request Tala for your personal information. Such personal information includes but is not restricted to your phone number, name, date of birth, ID and such other information that will enable us to identify you and comply with the regulatory “know your customer” requirements (together the “Personal Information”).
3. 6.3. You hereby consent to the use of and/or disclosure of the Personal Information to the Fund Manager(s) and for us to use and or disclose such Personal Information to deliver the Product.
4. 6.4. You may opt in solely by way of an electronic application made by you using your Equipment via the Access Channel or any other channel which may be added in future.
5. 6.5. You hereby agree and authorize us to obtain and procure your Personal Information contained in the IPRS from the Government of Kenya and you further agree and consent to the disclosure and provision of such Personal Information by the Government of Kenya to us.
6. 6.6. We reserve the right to request further information from you pertaining to your application to register for a Product Account at any time. Failure to provide such information within the time we require may result in a decline of your application or denial of access to the Product.
7. 6.7. Our acceptance or decline of your application to register for the Product shall be communicated through an SMS sent to your Mobile Money registered mobile phone number (MSISDN) associated with your Product Account and or Equipment.
8. 6.8. We reserve the right to decline your application to register for the Product or, subject to a thirty (30) days’ notice or such other notice as may be required by law, to revoke your registration on the Service. Where we decline your application to register or revoke your registration we shall endeavour to formally communicate to you our reasons for the same.
9. 6.9. You represent and warrant that none of the cash and other assets forming the Product Account have been derived directly or indirectly from any act or omission that may constitute an offence or as a result of or in connection with any criminal conduct under the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009 or any other written law.

1. 7.1. You hereby irrevocably authorise us to act on all Requests received by us using your Mobile Money Account Security Credentials and to hold you liable in respect thereof. We may nevertheless refuse to carry out any Requests beyond the scope of the Product as offered from time to time.
2. 7.2. We shall be deemed to have acted properly and to have fully performed all our obligations upon our compliance with the Request. We may ask for further information or confirmation (whether written or otherwise) from you before complying with a Request but shall not be obliged to follow a Request in the absence of such further information or confirmation.
3. 7.3. We shall decline any investment Request to the Product Account if you have an insufficient balance in your Mobile Money Account to facilitate the transaction.
4. 7.4. You hereby authorise us to effect such orders and act on such instructions for your Product Account as may be required by the Government or any court order or by a competent authority or agency under the Applicable Laws.

1. 8.1. You may redeem your units, in whole or in part, through your Equipment and using the Access Channel, in accordance with the applicable terms of the Trust Deed.
2. 8.2. Upon successfully redeeming your units (and any interest thereon) receipt of which shall be effected within a maximum of 72 hours, the Unitholder shall cease to be a Unitholder to the extent of the Units redeemed.
3. 8.3. Your right to redeem units may be suspended in certain exceptional circumstances with the Trustee’s consent and in accordance with the Trust Deed and the Capital Markets (Collective Investment Schemes Regulations 2001(as may be amended from time to time).

1. 9.1. If you lose your Equipment or you for any reason you believe that your Product Account may have been accessed by an unauthorised person, you shall immediately notify the Tala customer care for assistance.
2. 9.2. Until and unless we receive your notice of loss or unauthorised access of your Product Account as above we shall remain authorised to accept any Requests on your Mobile Money Account using your Product Account .
3. 9.3. You shall give us and any person acting on our behalf all necessary assistance in any investigations, all information as to the circumstances of the loss or possible misuse of your Equipment or Product Account in order to enable us to take all reasonable steps to mitigate the loss incurred or likely to be incurred as a result of loss of the Equipment or misuse or unauthorised access to your Product Account.

1. 10.1. Complaints shall be made by contacting Tala’s customer care channels :

   Email: hello@ke-support.tala.co

   SMS: 21991

   In-app chat

   Facebook (bit.ly/3ISjJvL)

   Twitter (bit.ly/3pINMOU)

1. 11.1. All third-party costs associated with administration of the Fund apply and will be charged to the Fund. This will include but not limited to the fund management fees, Custodian and Trustee Fees, fund administration fees and any other applicable taxes as provided by law.
2. 11.2. You will be charged your standard Mobile Money Account and direct Bank transaction feesfor transfer of funds from your Mobile Money Account or Bank into the Product Account and from your Product Account into the Mobile Money Account.
3. 11.3. You are responsible for the payment of all applicable charges for the use of the Product. The fees and charges applicable to the Product are detailed in the Information Memorandum, and within the Access Channel. Tala’s Customer Care team will be on hand to assist you with the charges schedule if you are uncertain about the applicable charges.
4. 11.4. We shall, at the time when you make any Request on the Product, notify you of the applicable charges to afford you an opportunity to confirm your knowledge and acceptance of them.
5. 11.5. We shall provide a detailed breakdown of the charges incurred in the full statement and mini statement.
6. 11.6. Charges relating to your use of your Mobile Money Service shall be strictly in accordance with the prevailing terms and conditions for your Mobile Money Service.

All Investment amounts are exclusive of any applicable taxes. You hereby irrevocably authorize us to revise the charges upon any changes to taxes applicable. If any tax is payable in connection with the Product you must pay us an additional amount equal to the appropriate rate of tax at the same time that you make any related Investment.

1. 13.1. Information Collection, Sharing, and Use
2. 13.2. You hereby expressly consent and authorise us to collect, disclose, receive, record or utilise your Personal Information or information or data relating to your Product Account and any details of your use of the Product in accordance with Tala’s Privacy Policy (https://tala.co.ke/privacy-policy-ke/ ).
3. 13.3. Disclosure to Law Enforcement or Government Agencies

   You authorise us to disclose any information relating to your Product Account to any local, foreign or international law enforcement or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud or to any other institution or third party as required by the laws of any country and as we may deem necessary.

1. 14.1. You shall at your own expense provide and maintain in safe and efficient operating order such Equipment necessary for the purpose of accessing the Product. You shall be responsible for ensuring the proper performance of your Equipment. 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 your access and use of the Services and Equipment. You shall 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.
2. 14.2. You shall follow all instructions, procedures and these terms and conditions and any other documents we may provide you concerning access and use of the Product and Equipment.
3. 14.3. You agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Security Credentials secret and secure. You shall ensure that your Security Credentials do not become known or come into possession of any unauthorised person. We shall not be liable for any disclosure of your Security Credentials to any third party and you hereby agree to indemnify and hold us harmless from any loss and damage we may incur as a result of your intentional, negligent or reckless disclosure of your Security Credentials .
4. 14.4. 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 unauthorised use of and access to your Mobile Money Account will be detected; You acknowledge that, to the full extent permitted by law, We shall not be liable for any unauthorised drawing, transfer, remittance, disclosure, any activity or any incident on your Mobile Money Account by the fact of the knowledge and/or use or manipulation of your Security Credentials , ID or any means whether or not occasioned by your negligence.
5. 14.5. You shall not at any time operate or use your Product Account in any manner that may be prejudicial to us.
6. 14.6. You shall take all reasonable precautions to detect any unauthorised use of your Equipment, Product Account and or the Product and immediately notify us to enable us to take steps to protect your Product Account.
7. 14.7. You shall immediately inform us through the Tala customer care channels in the event that:
   1. 14.7.1. You have reason to believe that your Security Credentials is or may be known to any person not authorised to know the same and/or has been compromised; or
   2. 14.7.2. You have reason to believe that unauthorised use of the Product has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.
8. 14.8. You shall at all times follow the security procedures we notify you from time to time or such other procedures as may be applicable to the Product from time to time. You acknowledge that any failure on your part to follow the recommended security procedures may cause a breach of your responsibility to keep Personal Information confidential. In particular, you shall ensure that the Product is not used or Requests are not issued or the relevant functions are not performed by anyone other than a person authorised by you.

You acknowledge that the Intellectual Property Rights in the Product (and any amendments, upgrades or enhancements thereto from time to time) and all associated documentation that we provide to you are vested in either Tala or Etica. You shall not infringe any such Intellectual Property Rights. You shall not duplicate, reproduce or in any way tamper with any documentation or functionality on the Equipment and Access Channel and associated documentation without Tala and Etica’s prior written consent.

1. 16.1. In consideration of us complying with your instructions or Requests in relation to the Product, you undertake to indemnify us and hold us harmless against any loss, charge, damage, expense, fee or claim which we may 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 these Terms and Conditions.
2. 16.2. The indemnity in clause 23.1 shall also cover all demands, claims, actions, losses and damages of whatever nature which may be brought against any of 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 the 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.
3. 16.3. The indemnity in Clause 23.1 shall also cover 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, any unauthorised access to your Product 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, any loss or damage occasioned by the failure by you to adhere to these Terms and Conditions 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 these Terms and Conditions by you.
4. 16.4. The indemnity in Clause 23.1 shall also cover any damages and costs payable to us in respect of any claims against us for compensation for loss where the particular circumstance is within your control.

1. 17.1. We may at any time, upon notice to you, terminate or vary our business relationship with you and suspend or discontinue your registration and or access to the Service:
   1. 17.1.1. if you use the Product for unauthorised purposes or where we detect any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Product;
   2. 17.1.2. if your Product Account or agreement with Tala is terminated for whatever reason;
   3. 17.1.3. if we are required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority to that effect or necessitating it;
   4. 17.1.4. if we reasonably suspect or believe that you are in breach of these terms and conditions;
   5. 17.1.5. where such a suspension or variation is necessary as a consequence of technical problems or for reasons of your safety or public access fees;
   6. 17.1.6. to facilitate update or upgrade the contents or functionality of the Product from time to time;
   7. 17.1.7. where your Product Account becomes inactive or dormant or is deemed abandoned for any period of time as determined by us in our reasonable discretion.
   8. 17.1.8. if we decide to suspend or cease provision of the Product for commercial reasons or for any other reason as we may determine.
2. 17.2. You may cancel registration for the Product at any time through submitting a request via the Access Channel.
3. 17.3. Termination shall not affect any accrued rights and liabilities of either party and, in particular, shall not affect your obligations to meet any liabilities incurred prior to such termination. Notwithstanding any other provision in this Agreement, upon termination of this agreement by us, the rights and obligations granted hereunder shall cease to accrue and shall forthwith be extinguished.
4. 17.4. In the event of any breach of these Terms and Conditions, we may in circumstances where you fail to comply or fail procure compliance with the terms of a notice consequently served on you, require immediate redemption in full of your Investment (and any interest thereon) and/or forthwith terminate the contractual relationship with you without any consequential liability to you or any other person.

1. 18.1. Any disputes shall be handled amicably through the support mechanisms provided under these Terms and Conditions.
2. 18.2. The customer care representatives shall handle the report in accordance with our standard complaint handling procedures (“the Complaints Procedure”).
3. 18.3. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

1. 19.1. We shall not be responsible for any loss suffered by you should the Product be interfered with or be unavailable by reason of (a) the failure of any of your Equipment, or (b) any other circumstances whatsoever not within our control including, without limitation, force majeure or error, interruption, delay or non- availability of the Tala system, terrorist or any enemy action, equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.
2. 19.2. We will not be liable for any losses or damage suffered by you as a result of or in connection with:
   1. 19.2.1. unavailability of sufficient funds in your Mobile Money Account;
   2. 19.2.2. failure, malfunction, interruption or unavailability of Tala systems, your Equipment, the Network, Mobile Money System and/or services;
   3. 19.2.3. the money in your Product Account being subject to legal process or other encumbrance restricting payments or transfers thereof;
   4. 19.2.4. contributory fraud/negligence/deficiency on your part leading to any fraudulent or illegal use of the Product, and/or your Equipment and whereupon you fail to immediately report suspected or known breaches to us; or
   5. 19.2.5. Your failure to follow these Terms and Conditions and any document or information provided by us concerning the use of the Product.
3. 19.3. If for any reason other than a reason mentioned herein the Product is interfered with or is unavailable, our sole liability under this Agreement in respect thereof shall be to re-establish the Product as soon as reasonably practicable.
4. 19.4. Save as provided herein we shall not be liable to you for any interference with or unavailability of the Product, however caused.
5. 19.5. You agree that neither you or we shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
6. 19.6. 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 it.

On your death or bankruptcy, your obligations shall remain in full force and effect until such a time as they shall be duly satisfied. Any investments, held in your Product Account shall be dealt with in accordance with the Applicable Law.

Tala may notify you of any changes to the Product or amendments to these terms and conditions including but not limited to; text SMS, in-app notifications, push notifications, email, other official digital messaging channels, press releases from our media platforms, by an advertisement in the daily or weekly newspaper, in our website or any other means.

The changes will occur after we tell you about them and you are required to visit Tala’s website from time to time to view the changes in case due to unforeseen reasons, you are unable to receive an SMS message from us.

1. 22.1. These terms and conditions constitute the entire agreement between you and us and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
2. 22.2. This Agreement and any rights or liabilities accruing thereunder may not be assigned by you to any other person. You expressly agree to us assigning, transferring or discounting, at any time, including before the related Due Date to any Facility all of our rights under this Agreement related to any Facility.
3. 22.3. We shall upon reasonable notice, inform you of any such variations or amendments of charges within 30 days in advance of their intended commencement date and such notice shall be published on our website, by email or SMS to the mobile phone number or email address you provide to us or by any other means as we may determine.
4. 22.4. No failure or delay by either yourself or on our part in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
5. 22.5. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
6. 22.6. 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 unenforceability of such provision shall not affect the other provisions herein.
7. 22.7. Any variations or amendments to these terms and conditions shall be binding upon you as fully as if the same were contained in these terms and conditions.
8. 22.8. 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.

1. 23.1. Past performance is no indication of future results and that investing in a unit trust scheme constitutes a risk for your invested capital. Unitholders are also reminded that under certain circumstances, their right to redeem their investment may be suspended. This document does not constitute a distribution recommending the purchase or sale of any security or portfolio.
2. 23.2. Please be advised that the Information Memorandum contains all information necessary to evaluate the product and should be read before investing. Unitholders can request for the Information Memorandum via fundops@eticacap.com. We recommend that you consult your own independent financial advisor to obtain professional advice before exercising any decisions based on the information present in this document.