Terms and Conditions

1.1 These Terms and Conditions govern the access and use of the Ndovu Platforms and the content and services made available to you through the Ndovu Platforms.

1.2 In order to access any of the Ndovu Platforms, you will be required to accept these terms and conditions.

1.3 You will be deemed to have carefully read, fully understood and unconditionally agreed to be bound by these terms and conditions by:

• i. Completing the registration process and confirming that you have read and accepted these terms; or
• ii. Viewing, accessing or using the Ndovu Platforms or any content on the Ndovu Platforms.

2.1 In addition to these terms and conditions, the:

• i. Collective Investment Schemes Products Terms and Conditions;
• ii. Private Wealth Terms and Conditions;
• iii. Ndovu Terms and conditions
• iv. the published terms and conditions that relate to any other Ndovu product/service that you may be using in conjunction with the Ndovu Platforms; and
• v. instructions, guides and manuals on the use and access of the Ndovu Services that may be communicated by Ndovu from time to time.

2.2 In the event of any inconsistency between these terms and conditions and the Ndovu Services (CIS, Private Wealth and Ndovu) Terms and Conditions or any other relevant Terms and Conditions, these terms and conditions shall prevail.

3.1 In these terms and conditions, the following words and expressions (save where the context requires otherwise) bear the following meanings:

"Account" means your account on the Platform, whether described as an account, a wallet, a pocket or otherwise, through which you hold and transact in Investment Products;

“Client” means any person who has registered to use the Ndovu Services and has been granted access by Ndovu to the Platforms (and includes its representatives, agents, employees, successors in title and assigns);

“Confidential Information” means without limitation, all information, software, data, manuals, concepts relating to marketing methods, products, developments, business and financial affairs and trade secrets, Ndovu User data and other information of value to a party and not generally known, (whether or not designated as “confidential information” by any Party and whether written, oral or in electronic form) and any other information clearly designated by a Party as “confidential information” or that is evidently confidential by its nature or the nature of its disclosure, and includes the terms of this Agreement;

“Credentials” refer to the PIN, User ID or Email, Password, One-Time Password (OTP) or any other additional authentication methods implemented by Ndovu at its discretion belonging to the Users for authentication/verification by Ndovu of the Users identity.

“Intellectual Property Rights” means Ndovu’s proprietary rights, title and interest in and to any and all names, logos, trademarks, copyrights, patents and all other intellectual property of whatever nature, description or form, vested in Safaricom or acquired by Safaricom at any time thereafter;

“Ndovu Account” means the account belonging to the Client created in the Ndovu Platforms activated in accordance with the various Ndovu (CIS, Private Wealth and Global) Terms and Conditions;

"Ndovu", "we", "us", “ Company” and "our" mean Ndovu Wealth Limited. These Terms and Conditions "Ndovu" and "we" interchangeably. Where a clause needs to distinguish the capacity in which Ndovu is acting, it says so expressly.

“Platform” or “Platforms” or “Ndovu Platforms” means the gateway or online channels provided by Ndovu to the Client that allow You to access Ndovu Account and Ndovu Services directly from the us and also facilitate communication with You regarding such services. This can be either through:

• Ndovu web portal which is located at https://www.ndovu.co/ke ;
• or
• Ndovu Mobile Applications (Ndovu App) both Android and iOS
• or
• any other platform provided by Ndovu from time to time

The above channels shall be collectively and individually referred to as Ndovu Platforms as the context may require.

Ndovu reserves the right to change the site addresses. In the event of such a change, we shall make an effort to notify you;

“Platform Services” means but is not limited to account opening and maintenance, identity verification, transmission of your instructions, funding and withdrawal, reporting, products, communication and other services made available on the platforms.

"Privacy Policy" means Ndovu’s privacy notice published at ndovu.co, as updated from time to time;

“User” means the Client or any designated Primary User and/or Secondary User authorized by the Client to access the Ndovu Account on behalf of the Client. Primary User means the representative of the Client authorized by the Client to access the Ndovu Platforms on behalf of the Client. Secondary User means a person added by a Primary User and has restricted rights to use and access the Ndovu Platforms.

“Security Procedure” means the procedures established by Ndovu for the purpose of:

• verifying the identity of Users;
• granting Users secure access to the Ndovu Platforms; and/or
• authenticating instructions given by Users through the Ndovu Platforms.

Security Procedures include, but are not limited to, the authentication of Credentials.

3.2 In these terms and conditions, unless the context otherwise requires

• 3.2.1 The word “User(s)” is used in reference to Client, Primary Users and Secondary Users collectively.
• 3.2.2 The use of the terms “You” or” Your” shall be in reference to the Client and/or the User(s);
• 3.2.3 The use of the terms “We”, “Us” or” Our” shall be in reference to Ndovu Wealth Limited;
• 3.2.4 The expression "person" includes a natural person, body corporate, unincorporated venture, trust, joint venture, association, statutory corporation, state, state agency, governmental authority or firm; and
• 3.2.5 Headings to clauses are used for convenience only and shall not affect the construction and interpretation of these terms and conditions.
• 3.2.6 A reference to a statute or regulation is a reference to it as amended or replaced from time to time; and
• 3.2.7 "Including" and "in particular" do not limit what goes before them;

4.1 You acknowledge that the Platform or Platforms is an online channel that allows You to access services directly from us and also facilitates communication with You regarding such services. We hereby grant You a limited, non-exclusive, non-transferable, royalty free license to use the Platform for investment purposes (the "Platform Services").

4.2 If You buy a regular unit trust/ETF/Stocks on the Platform, the Company may receive compensation from the FMC. Please note that the Company only facilitates the sale of unit trusts/ETFs/Stocks and will not be liable in any manner with respect to the amounts allotted to You by the FMC.

4.3 As part of the Platform Services provided to You, after utilising such services, You agree to provide honest feedback/review about the concerned service, if required by the Company.

4.4 In case of any dissatisfaction with the Platform Services, You shall first file a formal complaint with the Company's customer service prior to pursuing any other recourse. The complaints can be lodged at support@ndovu.co and upon lodging a complaint, You agree to provide complete support to the customer service team with such reasonable information as may be sought by them from You. The decision of the Company on the complaints shall be final and You agree to be bound by the same.

5.1 Ndovu is a Capital Markets Authority Kenya licensed fund Manager. It is hereby clarified that the Company is not rendering the services of a stockbroker and is merely providing a platform to Users to facilitate the transaction into and out of unit trusts, ETFs and Stocks.

5.2 To avail the Platform to facilitate subscription and redemption of unit trusts, Exchange Traded Funds (“ETFs”) and Stocks, by transmitting money and instructions to the relevant fund management company (“FMCs”), as per Your instructions;

5.3 We do not, and are not obliged to, offer all unit trust/ETF/Stocks for investment or, as the case may be, all kinds of investment advisory services. By limiting the number of schemes on the Platform, the Company does not make any representation as to the quality, bona fides or nature of any FMC or any other representation, warranty or guaranty, express or implied in respect of such unit trust/ETF/Stocks. You hereby agree and acknowledge that You shall be solely responsible for any investment decisions and for the purchase of any unit trusts/ETFs/Stocks on the Platform.

5.4 We do not give you investment advice and we do not assess whether an investment is suitable or appropriate for you. Risk questionnaires, model portfolios, fund rankings, projections and similar tools on the Platform are general information only. You decide what to invest in and you are responsible for that decision

5.5 In no event shall the Company be liable to You for any loss or damage that may cause or arise from or in relation to these Terms and conditions and/or due to use of this Platform or due to investments made using this Platform.

5.6 To maintain a record of Your personal information and financial transactions in a secure and confidential manner; and

5.7 To promptly and efficiently respond to Your queries relating to Your Account.

5.8 Use of the Platform for facilitating subscription and redemption of unit trusts, Exchange Traded Funds ("ETFs") and Stocks, by transmitting money and instructions to the relevant fund management company ("FMCs"), as per Your instructions; Maintain a record of Your personal information and financial transactions securely and confidentially; Promptly and efficiently respond to your queries relating to Your Account.

6.1 You agree to use the Platforms in accordance with these terms and conditions, the Ndovu Services (CIS, Private Wealth and Ndovu) Terms and Conditions and any other relevant terms and conditions.

6.2 You agree that You shall not copy, reproduce, duplicate, sell, trade, resell, redistribute, publish, enter into a database, display, perform, modify, alter, transmit, license, create derivatives from, transfer or in any way exploit any part of any information, content, materials, services available from or through the Platform, except that You may download the Platform for Your own personal, internal use and non-commercial use.

6.3 You agree that You will not use the Platform in any manner or engage in any activity that may damage, disable or impair or adversely affect the use of the Platform or interfere with any other users' use, legal rights, or enjoyment of the Platform. Further, You agree not to remove any text, copyright or other proprietary notices contained in the content downloaded from the Platform.

6.4 Further, You undertake to not:

• defame, abuse, harass, threaten or otherwise violate the legal rights of others;
• publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
• copy, republish, post, display, translate, transmit, reproduce or distribute any content on the Platform through any medium without obtaining the necessary authorization from the Company;
• conduct or forward surveys, contests, pyramid schemes or chain letters;
• upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;
• upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another’s computer;
• engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);
• attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any of the Company’s server, or through the Platform, by hacking, password mining or any other illegitimate means;
• probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;
• disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;
• collect or store data about other Users in connection with the prohibited conduct and activities;
• use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
• use the Platform or any material or content for any purpose that is unlawful or prohibited by these Terms and conditions, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or other third parties;
• falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
• violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;
• violate the Terms and conditions contained herein or elsewhere; and
• reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

6.5 Subject to compliance with the Terms and conditions, the Company hereby grants You a non-exclusive, limited privilege to access and use this Platform. You agree to use the Platform only:

• 6.5.1 for purposes that are permitted by the Terms and conditions; and in accordance with any applicable law, regulation or generally accepted practices or guidelines.

7.1 In order to access the Platform Services on the Platform and Your account on the Platform ("Account"), You will have to register on the Platform by providing details including but not limited to full name, mobile number, name of next of kin, email address, password, date of birth, Tax PIN, photograph, liveness check and other information as may be required by the Company from time to time. Your Account will be activated once the Company undertakes Your KYC verification in accordance with the Know Your Client ("KYC") guidelines issued by the Capital Markets Authority Kenya ("CMA") based on the information provided by You including personal information.

7.2 We may also ask You for certain financial information, including Your residential address, bank account details, credit card number, expiration date and/or other payment related details or other payment method data, and debit instructions or other standing instructions to process payments for the Platform Services. The Company may ask You to provide certain additional information about Yourself on a case-to-case basis.

7.3 You shall ensure and confirm that the Account information provided by You is complete, accurate and up-to-date. If there is any change in the Account information, You shall promptly update Your Account information on the Platform. If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate Your Account and refuse any and all current or future use of the Platform (or any portion thereof) at its discretion, in addition to any right that the Company may have against You at law or in equity, for any misrepresentation of information provided by You.

7.4 You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under Your Account and also agree to keep your login credentials safe and confidential at all times. You further agree to promptly change your login credentials and inform the Company immediately in case of any actual or suspected unauthorized use of Your Account. The Company cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by the Company or any other user of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential.

You will need, at your own expense, to acquire all hardware or software (“Equipment”) necessary to access the Platforms. If your Equipment does not support the relevant technology allowing you to access the Platforms, then you will not be able to use the Platforms.

9.1 Each party warrants that it will treat in confidence all Confidential Information which it acquires as a result of using and accessing the Platforms and to afford it the same protection afforded to its own Confidential Information,

9.2 Neither party will reveal any Confidential Information to any third party (including public statements) without the written consent of the disclosing party, except where such information is already in the public domain, has been legally acquired by the third party, or where disclosure of the confidential information is ordered by a court or other competent authority.

9.3 Ndovu may disclose the Client’s Confidential Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with regulatory requirements (b) legal process; (c) enforce the terms of this Agreement; (d) respond to claims that the Client’s use of platforms violates the rights of third-parties; or (e) protect the rights, property, or personal safety of Ndovu, its clients and the public. Where such information is required for any of the purposes above, the Client shall provide such assistance as may be reasonably required by Safaricom to ensure compliance.

10.1 We retain all Intellectual Property Rights in all material, including Iogos and other graphics and multimedia works published on or via the Platforms.

10.2 The Platform and all information, content, materials, products including, but not limited to text, content, photographs, graphics, texts, video and audio content and computer code ("Content") on the Platform is owned and controlled by the Company and the design, structure, selection and feel and arrangement of the Content is protected by copyright, patent and trademark laws and other various intellectual property rights either in the favour of the Company or third parties from whom the appropriate permissions have been taken under applicable laws. The trademarks, logos and service marks displayed on the Platform ("Marks") are the property of the Company and its affiliates or other respective third parties, as the case may be. You are not permitted to use the Marks without the express prior written consent of the Company or the third party that owns the Marks.

10.3 Further, You understand and accept that all information, except Your personal information and other data submitted by You for the purposes of transacting on the Platform, through the Platform shall be deemed the property of the Company, and the Company shall be free to use any ideas, concepts, know-how or techniques provided by You on the Platform, in any manner whatsoever. On initiating a contact or query through the Platform, You agree to be contacted by the Company or any other entities with whom the Company has entered into an arrangement for the provision of Services to You.

11.1 From time to time, we may make changes to the Platform (including, but not limited to, introducing new features, removing existing features, increasing security procedures). You may also need to agree to new terms if you want to continue to use the Platform.

11.2 We aim to keep the Platform available but we do not promise that it will be available without interruption. Access may be unavailable during planned maintenance, which we will notify in advance where we reasonably can, or unexpectedly because of a technical failure, a failure of a third-party system, or an event outside our reasonable control.

11.3 Information on the Platform, including prices, yields, valuations and performance figures, is provided for information. It may be delayed, and it may contain errors. It is not an offer or a recommendation. Where a valuation on the Platform is wrong, the correct value calculated in accordance with the Scheme Documents prevails.

12.1 The Company will have no liability related to any user Content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. The Company also disclaims all liability with respect to the misuse, loss, modification or unavailability of any user Content. Further, the Company will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform or the Platform Services either with or without your knowledge.

12.2 We shall not be liable for any loss of use, profits or data or any indirect, special or consequential damages or losses, whether such losses or damages arise in contract, negligence or tort, including without limitation to the foregoing any losses in relation to:

• 12.2.1 Your use of, reliance upon or inability to use our Platforms;
• 12.2.2 The deletion with or without notice or cause of any of your data or information stored on the Platforms;
• 12.2.3 Any loss of your data or material resulting from delays, non-deliveries, missed deliveries, service interruptions or a failure, suspension or withdrawal of all or part of the Platforms at anytime;
• 12.2.4 The removal from the Platforms of any material sent or posted by you on or via the Access Channels and/or the blocking or suspension of your access to the Platforms or any part of it in accordance with these terms.

12.3 The Company shall not be liable for failure or error of any transaction on the Platform or for any failure to perform any of its obligations under these Terms and conditions if performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case, its obligations under these Terms and conditions shall be suspended for so long as the Force Majeure event continues. The term "Force Majeure Event" means any event due to any cause beyond the reasonable control of the Company including without limitations, unavailability of any communication systems, breach, or virus in the processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, pandemics, war, acts of government, computer hacking, unauthorised access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.

12.4 The Company shall not be responsible for the delay or inability to use the Platform or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise.

12.5 Further, the Company shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond the Company's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.

12.6 Further, You will not dispute or hold the Company responsible for: any act that is not an obligation under the Terms and conditions; any disclosures made by the Company to any statutory body under any law; any loss, notional or otherwise, incurred by You due to delays either at the bank, mobile network operator, payment service provider and/or the FMC; rejection of Your instructions by the bank, mobile network operator, payment service provider and/or the FMC; and processing of instructions authenticated by Your login credentials, non-availability or non-accessibility of the Platform, telephone(s), or office(s) of the Company in case of circumstances beyond the Company’s control.

13.1 You agree to indemnify us, our directors and employees from any losses, damages, penalties, claims, costs and demands (including reasonable attorney fees and legal costs) arising out of fraud, breach or non-performance and/or non-observance of the duties and obligations, representations, warranties and covenants under the Terms and conditions or due to your acts or omissions. You further agree to hold the Company harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, any misrepresentation with respect to the data or information provided by You, Your violation of the Terms and Conditions, or Your violation of any rights of another, including any intellectual property rights. In no event shall the Company and its officers, partners, consultants, agents and employees, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Content on the Platform. The limitations and exclusions in the Terms and conditions apply to the maximum extent permitted by applicable laws.

13.2 You warrant that all the details and information provided by You to the Company while using this Platform (including for the purposes of carrying out investments) are correct, accurate and genuine. You further warrant that providing such details and information on the Platform or sharing of the aforesaid details/information shall not violate any third party rights or the intellectual property right of any third party.

14.1 You expressly understand and agree that, to the maximum extent permitted by applicable law, the Platform and other Content are provided by the Company on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, the Company makes no warranty that:

• 14.1.1 the Platform or Platform Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free; the results that may be obtained from the use of the Platform will be effective, accurate or reliable; any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from the Company shall create any warranty not expressly stated in the Terms and conditions.

14.2 We and our affiliates have endeavoured to ensure that all the information on the Platform is correct, but we and/ or our affiliates neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information regarding the Platform Services or otherwise.

14.3 Not all the Platform Services are available in all geographical areas and depending on Your location, You may not be eligible to use certain Platform Services offered by the Company. The Company reserves the absolute right to determine the availability and eligibility for any of the services offered on the Platform.

14.4 You hereby further acknowledge and agree that You may create a pool or selection of unit trusts/ETFs/Stocks ("Portfolio") either for the purposes of subscription or otherwise (including for the purposes of Your own analysis).

14.5 Further, You shall be solely responsible for any investment decision taken on the basis of the Portfolio created using this Platform or the system generated analysis of such a Portfolio; and the Company shall not be liable for any loss or damage caused to You or any other users of this Platform due to such an investment decision, or any kind of reliance upon it. The Company specifically and expressly disclaims the accuracy and correctness of the analysis or data generated or reflected while creating such a Portfolio.

14.6 You acknowledge that the software and hardware underlying the Platform as well as other internet related software which are required for accessing the Platform are the legal property of the respective vendors. The permission given by the Company to access the Platform will not convey any proprietary or ownership rights in the above software/hardware to You.

15.1 The Company is not responsible for the availability of content or other services on third party sites linked from the Platform and the Company urges You to read the terms and conditions of the respective third party sites, before accessing or registering with any of such third party sites. Further, the Company does not make any warranties and expressly disclaims all warranties express or implied, including without limitation, those of merchantability and fitness for a particular purpose, title or non-infringement with respect to any information or services or products that are available or advertised or sold through these third-party websites.

15.2 We are not responsible for content or services on third-party websites linked from the Platform, and we give no warranty about anything available through them. You should read their terms before using them.

16.1 By accepting the Terms and Conditions, You hereby represent that:

• 16.1.1 You are of 18 (eighteen) years of age or older and in case of You are acting as guardian on behalf of a minor, You have the necessary authority to register/sign up on the Platform for the availing the Services on behalf of the minor;
• 16.1.2 You are of legal age to form a binding contract, are not a person barred from receiving the Platform Services under the applicable laws and are competent to enter into a binding contract. The Company reserves the right to refuse access to the Platform to new Users and any such user who has been suspended or removed by the Company for any reason whatsoever shall not been entitled to avail the Platform Services; and
• 16.1.3 You agree to abide by the Terms and conditions and any other information provided by You on and through the Platform for the provision of the Platform Services;
• 16.1.4 the money You invest is from Your bank/mobile money/credit card/loyalty account (primary holder's account in case of Investment Account held jointly), and the same is from legitimate sources and remitted through approved payment channels;
• 16.1.5 You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purposing of creating an account with the Platform;
• 16.1.6 You agree to make an informed independent investment decision by reading the offer documents of the unit trust/ETF/Stocks that You are investing in; and
• 16.1.7 Before investing, You shall seek legal, accounting, tax or other professional advice, if required.

17.1 Ndovu Wealth Limited values each client and has a fiduciary duty to ensure that all disputes raised in regard to the products and services that the company provides are resolved as quickly and efficiently as possible.

17.2 How to complain and what happens next:

• 17.2.1 You shall lodge your complaint via support@ndovu.co
• 17.2.2 We will send you a written acknowledgement immediately on receiving your complaint (whether made verbally or put in writing).
• 17.2.3 Once a complaint is received, the support team and other involved departments will work to resolve the matter as soon as possible.
• 17.2.4 If a dispute cannot be resolved by the end of the next business day once received and reviewed by the support team, the case will be escalated to the appropriate senior staff and Compliance Department for further investigation. Escalation does not depend on you asking for it.
• 17.2.5 Your concerns will be investigated using our records, together with other reports from any relevant sources.
• 17.2.6 We may also request further information from you through email or by using the telephone contacts they have provided.
• 17.2.7 If we need to obtain additional information from other sources, there can be delays, which are beyond the company's control. The company always aims to resolve and conclude matters within five (5) working days.
• 17.2.8 We will tell you the outcome of our investigation and our decision, in writing, with our reasons. If you are not satisfied with that decision, you may ask for it to be reviewed by our Compliance Officer at compliance@ndovu.co.
• 17.2.9 If you have any further queries regarding this procedure, please contact Compliance: For the attention of the Compliance Officer at compliance@ndovu.co.

17.3 Where we are unable to resolve a complaint within the period required by the CMA: In the unlikely event that we are unable to resolve a complaint within 3 months after it was received, we shall immediately, and in all events within twenty-four hours, inform the Authority of the same.

18.1 You agree that any violation by You of these Terms and conditions will constitute an unlawful and unfair business practice and will cause irreparable harm to the Company for which monetary damages would be inadequate, and You consent to the Company obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity. If the Company takes any legal action against You as a result of Your violation of these Terms and conditions, they will be entitled to recover from You and You agree to pay all reasonable attorneys' fees and costs of such action, in addition to any other relief that may be granted.

19.1 The Terms and conditions will continue to apply until terminated by either You or the Company as set forth below. If You object to the Terms and conditions or are dissatisfied with the Platform, your only recourse is to close Your Account on the Platform; or stop accessing the Platform.

19.2 In case you violate these Terms and conditions and/ or any applicable law, the Company may, at any time and in its sole discretion, terminate Your Account and/or prevent You from accessing the Platform and/or Platform Services.

19.3 The Company may delist You or block Your future access to the Platform or suspend or terminate your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms and conditions or anyway otherwise acted unethically. Notwithstanding anything in this clause, these Terms and conditions will survive indefinitely unless and until the Company chooses to terminate them.

19.4 If You or the Company terminate Your use of the Platform, the Company may delete any Content or other materials relating to Your and the Company shall have no liability to You or any third party for doing so. However, Your transaction details may be preserved by the Company for purposes of tax or regulatory compliance.

20.1 Your Account becomes dormant if there is no client-initiated activity on it for six (6) consecutive months. Client-initiated activity means an instruction to invest, redeem, switch or withdraw, a deposit into your Account, or a documented contact with us about your Account. Income, interest or units credited automatically, and changes in the value of your investments, are not client-initiated activity and do not stop your Account becoming dormant.

20.2 To reactivate a dormant Account, you must: (a) complete our KYC process afresh including re-verification requirements, which means completing all the required KYC information and (b) make a deposit into your Account. We will reactivate the Account promptly once both are complete.

20.3 Where the Unclaimed Financial Assets Act, 2011 requires us to report and surrender an unclaimed asset to the Unclaimed Financial Assets Authority, we will do so, and will make reasonable efforts to trace and notify you first. If that happens, you may still claim the asset from that Authority.

20.4 If You or we terminate Your use of the Platform, we may delete any Content or other materials relating to your use of the Platform, other than records we are required to keep. Your transaction details will be preserved for purposes of tax or regulatory compliance.

We amend these terms and conditions from time to time. Every time you wish to use the Platforms, please check these terms to ensure you understand the terms that apply at that time.

The transactions on the Platform with respect to the Platform Services will be completed only after successful transfer of money from Your registered bank account to the relevant FMC. Please note that the unit trust, the ETFs and the Stocks will be credited to Your Account within 3 (three) days from the date of successful transfer of such amount. You hereby agree and acknowledge that the transactions on the Platform once completed cannot be cancelled by You. With respect to withdrawal, the divested amount will be paid back to the original source of funds.

The Terms and conditions shall be governed and construed in accordance with the laws of the Republic of Kenya without reference to conflict of laws principles. All disputes arising in relation to shall be subject to the exclusive jurisdiction of the High Court of Kenya.

Investments in the securities market are subject to market risks. Please read all fund-related documents carefully before investing. For the purposes of these Terms and conditions, the term "Offer Document(s)" shall refer to a collective term for the fund factsheet and prospectus as issued by the Fund Management Company.

In the event You come across any abuse or violation of these Terms and conditions or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@ndovu.co.

You hereby expressly agree to receive communication (including transactional messages) either by way of Call, SMS, E-mail or through WhatsApp from the Company or any third party in connection with the Platform Services or Your registration on the Platform. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by visiting support@ndovu.co.

27.1 The Company reserves a right to create any WhatsApp groups ("Groups") through its representatives (hereinafter referred to as "Group Admin") who are expressly authorized to control, monitor and administer the Groups on its behalf. The usage, membership, and participation in the Group are subject to the following terms and conditions:

27.2 You shall not: use the Groups for circulating, uploading, transmitting, or otherwise making available any information, data or content that is unlawful, harassing, threatening, harmful, tortuous, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another's privacy, hateful, racially or ethnically offensive, or otherwise objectionable; stalk, harass, threaten or harm another user using the Groups; engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential or personal information in violation of a confidentiality, employment, or nondisclosure agreement and/or privacy norm to which you are subject to; post, send, transmit or otherwise make available any unsolicited or unauthorized e-mail messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising, and informational announcements; upload, post, e-mail, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware; interfere with or disrupt the Group services; plan or engage in any illegal activity using the Groups; circulate or post any jokes and poems; circulate or post any religious or politically oriented views or comments; and pretend to be anyone, or any entity, You are not i.e.

27.3 You may not impersonate or misrepresent yourself as another person (including celebrities), entity, another participant of the Groups, an employee or official or representative of the Company;

27.4 The Group Admin reserves the right at all times to determine, in its sole discretion, whether the content posted on the Group is appropriate and in compliance with these Terms and conditions.

27.5 The Group Admin further reserves the rights to remove any participant/member from the Group if it finds You or any participant/member to have circulated/posted any content which is objectionable or improper for the Groups or its participants and/or deemed to have violated the Terms and conditions or for any reason whatsoever. The participants shall not challenge or question such removal by the Group Admin or declaration of any content as inappropriate or not compliant with the Terms and conditions. The participant hereby agrees and acknowledges that any of such actions by the Groups Admin shall not be construed as defamatory by the participant or You. This Group shall be used only for communication and group chat in relation to financial investments, and financial products.

27.6 The views or comments posted herein by any participant (including any recommendation for investment and/or divestment in any financial products including unit trusts/ETFs/Stocks shall be the views and comments of that participant only and shall not be construed to be the views or comments of the Group Admin or the Company or that such view/comments are endorsed by the Group Admin or the Company.

27.7 The participant agrees and acknowledges that views/comments/suggestions by any other participants in the Groups shall be subject to verification by the participant reading/relying upon such views/comment/suggestion including view/comments/suggestion with respect to any financial product or class of financial products and financial market conditions. The participant agrees and acknowledges that the investments in unit trusts/ETFs/Stocks or any other financial products are subject to market risks (including possible loss of the principal amount invested), and the participant shall read all investment/schemerelated documents carefully and make its own assessment before making any investment/divestment decision.

27.8 You agree to defend, indemnify and hold the Group Admin, the Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorney's fees, made by a third party or any other participant in the Groups, relating to or arising from:

• 27.8.1 any content You submit, post, transmit, or otherwise make available in and through the Groups;
• 27.8.2 Your use of the Groups; or
• 27.8.3 any violation by You of the Terms and conditions.

This obligation shall survive the termination or expiration of these Terms and conditions or termination of your usage of the Groups by You and due to Your removal by the Group Admin.

27.9 You agree and acknowledge that Your personal information including your mobile number disclosed in the Groups may be used by the participants or the Groups Admin or the Company to communicate or establish contact with you or for any other purposes.

27.10 You hereby further unconditionally consent that such communications via SMS/text messaging services and/ or voice call by any other participant, Group Admin is: (a) upon the request and/or authorization by you, (b) `transactional' and not an `unsolicited marketing messages' under applicable laws including under the guidelines issued by the Communications Authority ("CA") and (c) in compliance with the relevant guidelines of CA or such other authority in Kenya and abroad.

27.11 You shall indemnify the Group Admin or the Company against all types of losses and damages incurred by it or its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors due to any action taken by CA, communication service providers (as per CA regulations) or any other authority due to any erroneous complaint raised by you or anyone on the Group Admin and/or the Company or its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors with respect to the intimations mentioned above or due to a wrong number or other contact details provided by you for any reason whatsoever.

The Company may provide and display content on the Platform which features specific articles/write ups by third parties in relation to unit trusts, ETFs and stocks. You hereby agree and acknowledge that such content displayed on the Platform does not represent the views and/ or recommendations of the Company and You are required to read the documents carefully before investing in any unit trusts/ETFs and/ or stocks. You may also be allowed to post and comment on such content on the Platform and You hereby undertake to ensure that such comments shall not be offensive and will be in accordance with applicable laws. All material added, created, submitted, or posted to the Platform by You is Your sole responsibility. The Company reserves the right to review any information provided/data uploaded, if any, by You on the Platform and delete any information/data that is inconsistent with these Terms and conditions.

Notices:

All notices from the Company will be served by email to Your registered email address or by general notification on the Platform. Any notice provided to the Company pursuant to the Terms and conditions should be sent to support@ndovu.co with subject line Attention: TERMS AND CONDITIONS.

Assignment:

You cannot assign or otherwise transfer the Terms and conditions, or any rights granted hereunder to any third Party.

The Company's rights under the Terms and conditions are freely transferable by the Company to any third party without the requirement of seeking Your consent.

Severability:

If, for any reason, a court of competent jurisdiction finds any provision of the Terms and conditions, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms and conditions shall continue in full force and effect.

Waiver:

Any failure by the Company to enforce or exercise any provision of the Terms and conditions, or any related right, shall not constitute a waiver by the Company of that provision or right.

Entire agreement:

These Terms, together with the documents listed in clause 4, are the whole of the agreement between you and us about the Platform.

Intellectual Property infringement

If You believe the Platform violates Your intellectual property, You must promptly notify the Company in writing at support@ndovu.co. These notifications should only be submitted by the owner of the intellectual property or an agent authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:

• the intellectual property that You believe is being infringed;
• the item that You think is infringing and include sufficient information about where the material is located on the Platform;
• a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
• Your contact details, such as Your address, telephone number, and/or email;
• a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and Your physical or electronic signature.

Disclosure and Data Retention

By accepting these terms and conditions, you agree that you have read and understood and accept to be bound by our privacy statement, which is available on the following URL: https://www.ndovu.co