Terms And Conditions For The Collective Investment Schemes Products
Terms And Conditions For The Collective Investment Schemes Products
The following terms and conditions (the “Terms and Conditions”) apply to the Collective Investment Schemes Products:
Ndovu Fund (KES and USD), Kibaba Multi-Asset Special Fund (KES and USD) and to any further
collective investment scheme approved by the Capital Markets Authority and made available on the Ndovu platform and by accepting the Terms and Conditions, you will be deemed to have read, understood and accepted the same:
Important - Please Read Before You Invest
These Terms and Conditions apply to your account in the collective investment schemes made
available through the Ndovu platform. By accepting them or continuing to use your account, you are
deemed to have read, understood and agreed to be bound by them.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, unless the context requires otherwise, the following words have the following meanings:
“Access Channels” means the Ndovu mobile application, the Ndovu web portal, and any other
electronic channel, interface, USSD or application programming interface which we make available from time to time for you to access your Account and give us Instructions with regards to the CIS products.
“Account” means the account opened and maintained in your name on the Platform, through which you subscribe for, hold and redeem Units in one or more Funds.
“Act” means the Capital Markets Act, Chapter 485A of the Laws of Kenya, and any regulations,
rules, guidelines or directions issued under it, in each case as amended from time to time.
“AML/CFT Laws” means the Proceeds of Crime and Anti-Money Laundering Act, 2009, the
Prevention of Terrorism Act, 2012, and the regulations, directions, guidelines and sanctions
requirements issued under them, and “KYC” means the customer due diligence procedures required under them, under the Act and under our internal policies.
“Authority or CMA” means the Capital Markets Authority of Kenya.
“Business Day” means a day (other than a Saturday, Sunday or public holiday in Kenya) on which banks are open for normal banking business in Nairobi.
“CIS Regulations” means the Capital Markets (Collective Investment Schemes) Regulations, 2023, as amended, replaced or supplemented from time to time.
“Conduct of Business Regulations” means the Capital Markets (Conduct of Business) (Market
Intermediaries) Regulations, 2025, as amended from time to time.
“Custodian” means in relation to a Fund, the entity licensed or approved by the Authority and
appointed to hold that Fund's assets in safe custody.
“Dealing Day” means a Business Day on which Units in the relevant Fund may be issued or
redeemed in accordance with the relevant Incorporation Documents, and “Cut-off Time” means the time on a Dealing Day, stated in the applicable Product Schedule, by which an Instruction must be received and accepted by us to be processed on that Dealing Day.
“Equipment” means the mobile handset, SIM card, computer, browser, software or other device or facility used by you to access the Platform.
“Fund” means the Ndovu Fund (KES and USD), Kibaba Multi-Asset Special Fund (KES and USD)
and any other collective investment scheme approved by the Authority and made available on the Platform from time to time and “Funds” shall be construed accordingly.
“Fund Manager” means in relation to a Fund, the fund manager licensed by the Authority and
appointed to manage and administer that Fund.
“Incorporation Documents” means in relation to a Fund, the Trust Deed and rules of that Fund and the information memorandum approved by the Authority for that Fund, including any supplemental information memorandum (each an “Information Memorandum”).
“Intellectual Property Rights” means any rights in any trade name, trademark or other
intellectual property rights used by Ndovu or licensed to Ndovu and/or the Fund Manager in relation to the Funds or any platforms and systems used for the operation of the Funds.
“Instruction” means any request, application, order or communication given by you or on your behalf through the Access Channels or by any other means we accept, including an application to open an Account, a subscription, a top-up, a redemption, a switch, a transfer, a change of payment details or a change of profile information.
“NAV” means the net asset value of a Fund, or of a Unit in a Fund, determined in accordance with the applicable Incorporation Documents and the CIS Regulations.
“Ndovu, we, us or our” means Ndovu Wealth Limited, a private company limited by shares
incorporated in Kenya (registration number PVT-9XUQAKA) whose registered office is at 10th Floor, ABC Place, Waiyaki Way, P.O. Box 48015-00100, Nairobi, and which is licensed by the Authority, together with its successors and permitted assigns.
“Product Schedule” means a schedule to these Terms and Conditions setting out the terms specific to a particular Fund.
“Platform” means the Ndovu digital investment platform, comprising the Access Channels and the systems, processes and services we operate to enable you to open and operate an Account and to deal in Units.
“Trust Deed” means in relation to a Fund, the trust deed and rules constituting that Fund, as
supplemented and amended from time to time with the approvals required by law.
“Trustee” means in relation to a Fund, the trustee appointed under the relevant Trust Deed and
approved by the Authority.
“Unit” means an undivided share or participatory interest in a Fund, and “Unit Holder” means a
person registered in the register of a Fund as the holder of Units.
1.2 Words importing the singular include the plural and vice versa. Headings are for convenience only
and do not affect interpretation. A reference to a statute or regulation is a reference to it as
amended, consolidated or replaced from time to time. “Including” means “including without
limitation”.
1.3 A term defined in the Act or the CIS Regulations and not defined in these Terms and Conditions has the meaning given to it in the Act or the CIS Regulations.
2. THE AGREEMENT
2.1 These Terms and Conditions set out the complete terms applicable to your Account in the Funds and to your use of the Platform in connection with the Funds. They constitute the client agreement between you and us for the purposes of investing in the Funds.
2.2 These Terms and Conditions take effect between you and us on the earlier of the date on which you accept them through the Access Channels and the date on which you first use or continue to use your Account.
2.3 If you do not agree to these Terms and Conditions, you should discontinue the registration
process and not use the Platform.
2.4 You will be deemed to have read, understood and accepted these Terms and Conditions:
By using or continuing to use and operate the Funds Account.
2.5 The Funds are collective investment schemes established as unit trust funds, registered under the CIS Regulations and offered to you through the Ndovu platforms.
2.6 These Terms and Conditions are available on Ndovu’s website located at https://www.ndovu.co (the “Website”).
3. STATUS OF THESE TERMS AND ORDER OF PRECEDENCE
3.1 Your investment in each Fund is governed by the Act, the CIS Regulations and the Incorporation Documents of that Fund. These Terms and Conditions govern your use of the Platform and the digital, operational and administrative relationship between you and us in connection with your Account.
3.2 These Terms and Conditions are supplemental to, and must be read together with, the
Incorporation Documents of each Fund in which you invest, of which copies may be availed to
you on request.
3.3 By accepting these Terms and Conditions, you will be deemed to have read and understood the contents of the Incorporation Documents as well as these Terms and Conditions.
3.4 These Terms and Conditions are supplemental to the Incorporation Documents, the Ndovu Terms of Use and any other Terms and Conditions for any Ndovu products and services that you may use in the course of investing in the Funds.
3.5 In the event of any inconsistency between these Terms and Conditions and any other relevant Terms and Conditions with respect to Funds, these Terms and Conditions shall apply.
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3.6 Nothing in these Terms and Conditions operates, or is to be read as operating, to vary, override, restrict or exclude any right you have, or any obligation or liability we, a Fund Manager, a Trustee or a Custodian owe, under the Act, the CIS Regulations or the Incorporation Documents.
3.7 Where these Terms and Conditions address a matter on which the Incorporation Documents are silent, in particular the operation of the Platform, electronic Instructions, digital acceptance, security credentials, electronic records, service availability and electronic notices, these Terms and Conditions apply in full.
4. WHO WE ARE AND WHO DOES WHAT
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4.1 Ndovu is licensed by the Authority. In relation to the Funds available on the Platform, Ndovu acts:
(a) as promoter of the schemes and as operator of the Platform through which the Funds are
distributed and administered digitally; and
(b) where so stated, as the Fund Manager of the relevant Fund.
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4.2 The Trustee of each Fund holds legal title to that Fund's assets on trust for Unit Holders and is responsible for oversight of the scheme. The Custodian holds the Fund's assets in safe custody. Neither the Trustee nor the Custodian is your agent and neither provides you with investment advice.
4.3 We may appoint distributors, payment service providers, technology providers, verification
agencies and other service providers to assist in the operation of the Platform. We remain
responsible to you for the performance of the functions we have delegated to them, to the extent required by applicable law.
4.4 Unless we have expressly agreed in writing to provide you with investment advice, we do not
advise you on the merits or suitability of any Fund. Information made available on the Platform,
including yields, performance data and Fund comparisons, is provided for information only and
does not constitute a recommendation to buy, hold or sell Units.
5. OPENING AND MAINTAINING YOUR ACCOUNT
5.1 To be eligible to open an Account you must:
(a) be at least eighteen (18) years of age, or a body corporate, partnership, trust, retirement
benefits scheme, investment group, co-operative or other entity capable of holding Units;
(b) not be resident in, or acting for a person resident in, any jurisdiction in which the acquisition or holding of Units would be unlawful or would require registration, filing or approval which has
not been obtained;
(c) satisfy yourself that you are permitted to invest any tax, exchange control or other legislation applicable to you; and
(d) satisfy our KYC, customer due diligence and sanctions screening requirements.
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5.2 You may apply to open an Account electronically through the Access Channels. You must
complete all mandatory fields and provide all identification and compliance documentation we request. Until this is done, your application is incomplete and no contractual relationship in
respect of any Fund arises.
5.3 You authorise us, and any person we appoint for the purpose, to verify the information you
provide, including by checking it against records maintained by government agencies, registries, credit reference bureaux, sanctions lists, watch lists and other data sources, and to obtain and process such information for KYC, AML/CFT, fraud prevention and regulatory reporting purposes.
5.4 We may request further information or documentation from you at any time, including in relation to your identity, address, tax status, source of funds and source of wealth, and in relation to any beneficial owner. If you do not provide it within the time we require, we may decline your application, refuse to process an Instruction, suspend your Account or, subject to applicable law, require redemption of your Units.
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5.5 We and the Trustee each have absolute discretion to accept or reject an application in whole or in part. Where an application is rejected, any subscription monies received will be returned without interest, at your risk and cost, to the source from which they came.
5.6 You represent and warrant, when you open your Account and each time you give an Instruction, that the information you have given us is true, complete and not misleading; that you are acting for your own account unless you have told us otherwise in writing and we have agreed; and that no cash or asset applied to your Account has been derived from or is connected with any act or omission constituting an offence under the AML/CFT Laws or any other written law.
5.7 You must keep your Account information current and must notify us promptly of any change to your name, address, contact details, payment details, tax status, beneficial ownership or politically-exposed-person status.
5.8 We may open individual, joint, corporate or mandate Accounts. In the case of a joint Account, each holder is jointly and severally liable, and we may act on the Instruction of any one holder unless you have instructed us otherwise in a form we accept.
6. YOUR INSTRUCTIONS AND ELECTRONIC RECORDS
6.1 You authorize us to act on any Instruction received through the Access Channels which is
authenticated using your credentials, and you are responsible for every such Instruction as if you had given it personally. “Credentials” means your PIN, password, biometric authentication, one-time password, device authorization or other security feature we make available.
6.2 We may, but are not obliged to, seek further information or confirmation from you before acting on an Instruction. We may refuse to act on, or may delay, any Instruction which:
(a) is incomplete, unclear, ambiguous or inconsistent, or which we reasonably believe is not
genuine or not authorised by you;
(b) we reasonably believe would cause us, a Fund, a Fund Manager, a Trustee or a Custodian to
breach any law, regulation, court order, sanctions requirement or the Incorporation
Documents;
(c) is not supported by cleared funds or by a sufficient Unit balance; or
(d) exceeds any limit applicable to the relevant Fund or to your Account.
6.3 Where we refuse to act on an Instruction, we will notify you through an Access Channel or by SMS or email, and will give reasons unless we are prohibited by law from doing so.
6.4 An Instruction is only effective when it is actually received and accepted by our systems. An
Instruction received after the applicable Cut-off Time, or on a day that is not a Dealing Day, is
treated as received on the next Dealing Day.
6.5 You may not revoke or amend an Instruction once it has been accepted and processed, except with our agreement and to the extent permitted by the Incorporation Documents.
6.6 You agree that our records, including electronic records, system logs, audit trails, transaction records and recordings of communications, are admissible and shall be conclusive evidence of the Instructions given and the transactions effected, in the absence of manifest error. This clause does not prevent you from producing evidence to establish manifest error. Our records are maintained in accordance with relevant laws and regulations.
6.7 You agree that these Terms and Conditions, your Instructions, your acceptance of these Terms and Conditions and the records generated by the Platform are electronic records and electronic communications within the meaning of the Kenya Information and Communications Act, Chapter 411A, and shall not be denied legal effect, validity or enforceability solely because they are in electronic form.
7. INVESTING IN THE FUNDS
7.1 Units in a Fund are created and issued by the relevant Fund Manager in accordance with the
Incorporation Documents. We make Units available to you digitally through the Platform. Units are held in registered, uncertificated form.
7.2 The minimum initial investment, minimum additional investment and minimum holding for each Fund are set out in the applicable Product Tiles. We may vary these amounts, subject to the Incorporation Documents and any required approval, on notice to you.
7.3 You may fund your Account by mobile money, bank transfer, direct deposit, card or such other method as we make available. Payment is only complete when the relevant Fund's bank account has been credited with cleared funds. Where payment is made by cheque, no Units will be issued and no redemption processed until the cheque has cleared.
7.4 We will not accept subscription monies from a person other than you, unless we and the Trustee agree otherwise in our absolute discretion.
7.5 Where you pay in a currency other than the base currency of the relevant Fund, the amount will be converted at the prevailing exchange rate applied by us or our payment provider, and the net proceeds after conversion costs will be applied to the subscription. You bear the exchange-rate risk and the cost of conversion, and you acknowledge that conversion may cause delay. Applicable foreign-exchange rates are disclosed to you before you confirm the transaction.
7.6 Units are issued at a price determined in accordance with the Incorporation Documents and the CIS Regulations. The Funds operate on a forward-pricing basis: the price applicable to your transaction is determined after the close of the Dealing Day on which your Instruction is accepted, and you will not know the price at the time you give the Instruction.
7.7 Following the issue of Units, a confirmation and a client statement will be made available to you through the Access Channels. The statement constitutes the contract note and is prima facie evidence of your title to the Units recorded in it.
7.8 No Units will be issued while the determination of the NAV of the relevant Fund is suspended.
8. REDEMPTION OF UNITS
8.1 You may redeem your Units, in whole or in part, through the Access Channels, in accordance with these Terms and Conditions, the applicable Product factsheets and the Incorporation Documents of the relevant Fund.
8.2 A redemption Instruction received and accepted before the Cut-off Time on a Dealing Day will be dealt with on that Dealing Day or the next Dealing Day. Redemption proceeds are paid within the period stated in the applicable Product Descriptions, and in any event within the period required by the CIS Regulations.
8.3 Redemption proceeds are paid in the base currency of the relevant Fund to the bank account or mobile money account registered in your name on your Account. We will not pay redemption proceeds to a third party except on your clear written instruction and subject to our verification and AML/CFT requirements.
8.4 We may decline to pay redemption proceeds until we have satisfied ourselves as to your identity and the authenticity of the redemption Instruction.
8.5 Your right to redeem is subject to the restrictions in the applicable Product descriptions and the Incorporation Documents, which may include a minimum holding period, a lock-in period, a
minimum redemption amount, a redemption charge, a minimum residual holding and a limit on the proportion of a Fund's Units that may be redeemed on any Dealing Day. Where a redemption limit is applied, redemptions are scaled pro rata and the balance is carried forward to the next Dealing Day, and we will inform you.
8.6 Units that have been pledged, ceded or placed under lien may not be redeemed until the lien is released.
8.7 The Fund Manager may, with the agreement of the Trustee, suspend dealing in Units or the
determination of NAV where, due to exceptional circumstances, there is good and sufficient
reason to do so having regard to the interests of Unit Holders. During a suspension no Units may be issued, redeemed or switched. Suspension and its lifting will be notified to you and published in accordance with the CIS Regulations and the Incorporation Documents.
8.8 On payment of the redemption proceeds you cease to be a Unit Holder to the extent of the Units redeemed and the register is updated accordingly.
9. SWITCHING, TRANSFERS, LIENS AND ACCOUNT CLOSURE
9.1 Where the Incorporation Documents permit, you may switch some or all of your Units in one Fund into Units of another Fund available on the Platform. A switch is effected as a redemption of the existing Units and a subscription for the new Units. Switching is subject to the minimums, charges and restrictions in the applicable Product Schedules.
9.2 Units may be transferred in accordance with the Incorporation Documents. A transfer takes effect only when the transferee is entered in the register, and no transfer may leave either party holding less than the applicable minimum holding. A transferee who is not already a client must complete our onboarding and KYC process.
9.3 Where you wish to use your Units as security for a debt, you must authorise us in writing and the financier must submit a written request for a lien to be placed. While the lien subsists your
Account will be restricted against redemptions and transfers, although subscriptions and
distributions may continue. The lien is released only on the financier's written authority or a court order.
9.4 Your Account is closed when you instruct us to close or deactivate it and all Units in it have been redeemed and the proceeds paid to you.
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9.5 Where your Account becomes dormant or the assets in it are unclaimed, we will deal with it in accordance with the Unclaimed Financial Assets Act, No. 40 of 2011, and will take reasonable
steps to trace you before any assets are delivered to the Unclaimed Financial Assets Authority.
10. STATEMENTS, VALUATIONS AND REPORTS
10.1 A statement of your Account is available to you at any time, free of charge, through the Access Channels showing the value of your Account, the transactions during the period, the fees charged and any distributions.
10.2 Your statement is prima facie evidence of your title to the Units recorded in it.
10.3 Unit prices, yields and NAV information are published in accordance with the CIS Regulations and the Incorporation Documents. Prices published on the Platform relate to a completed Dealing Day and are historic; they are not an offer or a guarantee of the price at which your transaction will be executed.
10.4 You must check your statements and confirmations promptly and notify us of any error,
omission or unauthorised transaction as soon as you become aware of it and in any event
within thirty (30) days of the statement being made available. This does not prevent you from
raising an error after that period, but a delay may make it harder for both of us to investigate
and recover.
10.5 Audited annual reports and unaudited half-yearly reports for each Fund are made available in accordance with the CIS Regulations and the Incorporation Documents.
11. FEES, CHARGES, EXPENSES AND TAXES
11.1 All third-party costs associated with the administration of a Fund are borne by that Fund. These include fund management fees, performance fees where applicable, trustee fees, custody fees, audit fees, regulatory and licence fees, marketing costs and fund administration fees.
11.2 Fees may only be varied in accordance with the Incorporation Documents, the CIS Regulations and any required approval of the Authority and of Unit Holders. We will give you notice of any variation in the manner required by the Incorporation Documents and, in any event, not less than the notice period prescribed by the CIS Regulations.
11.3 You are responsible for your own tax position. Withholding tax and any other tax required by
law will be deducted at source from income and distributions. We do not provide tax advice and you should consult your own adviser. You must provide any tax information or self-certification we reasonably require, including for the purposes of any international exchange-of-information regime that applies in Kenya.
12. DISTRIBUTIONS AND INCOME
12.1 Income is accrued, allocated and distributed in accordance with the Incorporation Documents and the applicable laws and regulations.
13. YOUR RESPONSIBILITIES AND SECURITY
13.1 You must provide and maintain, at your own cost, the Equipment and connectivity necessary to access the Platform. We are not responsible for the performance of your Equipment, for any malfunction, virus or related problem affecting it, or for charges levied by your network or internet service provider.
13.2 You are solely responsible for the safekeeping of your Equipment and Credentials. You must
keep your Credentials secret, must not disclose them to any person, and must not permit any
other person to access your Account.
13.3 You must notify us immediately, through the channels we publish for this purpose, if you know or suspect that your Credentials have been compromised, that your Equipment has been lost or stolen, or that an unauthorised or fraudulent transaction has occurred or may occur. On
receiving that notification we will take reasonable steps to protect your Account.
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13.4 You must follow the security procedures we notify to you from time to time. You are liable for losses arising from transactions authenticated with your Credentials up to the time you notify us under clause 13.3, except to the extent that the loss results from our fraud, negligence, wilfuldefault or breach of these Terms and Conditions, or from a failure of our systems or security.
13.5 You must not use the Platform for any unlawful purpose, must not attempt to gain unauthorised access to it, and must not introduce any malicious code or interfere with its operation.
14. PRIVACY
We are committed to respecting and protecting the privacy of the information we collect from
you. Our privacy statement, as updated from time to time, explains how we treat your personal
information, who we share your information with and measures taken protect your privacy when you use our product. This can be found on Ndovu Data Privacy Policy, accessible via the our website.
15. MINORS AND ACCOUNTS HELD FOR OTHERS
15.1 A person under the age of eighteen (18) may not hold an Account in their own name. A parent or legal guardian may open and operate an Account in their own name for the benefit of a minor, until the minor attains the age of eighteen (18).
15.2 The adult in whose name the Account is held is the Unit Holder and is responsible for the
Account and for compliance with these Terms and Conditions. We will deal only with that
person in relation to the Account.
15.3 Where you hold an Account as a trustee, nominee, attorney or in any other representative
capacity, you must disclose that fact to us, must provide evidence of your authority and of the
beneficial ownership, and must notify us promptly of any change.
16. COMPLAINTS
16.1 If you are dissatisfied with any aspect of our service, you may complain through the in-app
support channel, by email to support@ndovu.co, by telephone or in writing to our registered
office.
16.2 We will acknowledge your complaint, investigate it and handle it in a fair, appropriate and timely manner in accordance with our complaints handling procedure and Regulation 16 of the
Conduct of Business Regulations. We will inform you of the outcome as soon as possible and
in any event within three (3) months of receiving your complaint.
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16.3 Where a complaint remains unresolved after three (3) months, we are required to notify the
Authority within twenty-four (24) hours of the expiry of that period.
17. VARIATION, SUSPENSION AND TERMINATION
17.1 We may vary these Terms and Conditions to reflect a change in law or regulation, a change in the Incorporation Documents, a change in our services or the Platform, or for any other
reasonable business purpose.
17.2 You may terminate this agreement at any time by redeeming all of your Units and closing your Account, subject to any lock-in period, lien or restriction applicable to your Units.
17.3 We may, on notice to you, terminate this agreement, suspend or restrict your Account or your access to the Platform, or require redemption of your Units, where:
(a) you use the Platform for an unauthorised or unlawful purpose, or we detect abuse, misuse,
fraud or attempted fraud;
(b) you are in breach of these Terms and Conditions and, where the breach is capable of remedy, you fail to remedy it within the period specified in a notice we serve on you;
(c) we are required or requested to do so by a court, regulator or other competent authority, or in order to comply with any law, including the AML/CFT Laws and sanctions requirements;
(d) suspension is necessary because of a technical problem, a security incident or a risk to your safety or ours;
(e) your Account becomes dormant, inactive or is deemed abandoned under the Unclaimed
Financial Assets Act; or
(f) we decide to cease providing the Platform or the relevant service, in which case we will give
you not less than thirty (30) days' notice unless a shorter period is required by law.
18. DEATH, INCAPACITY, INSOLVENCY AND SUCCESSION
18.1 On your death or bankruptcy, your obligations shall remain in full force and effect until such a time as they shall be duly satisfied in the manner prescribed by law. Any investments held in
your Account shall be dealt with in accordance with the applicable law.
18.2 On your death, bankruptcy or incapacity your obligations under these Terms and Conditions continue until satisfied in the manner prescribed by law, and these Terms and Conditions bind your personal representatives and successors.
19. INTELLECTUAL PROPERTY
19.1 All intellectual property rights in the Platform, the Access Channels, the Ndovu name and
marks, the Fund names and all associated documentation and content are owned by or
licensed to us or the relevant Fund Manager. You are granted a limited, non-exclusive, non-
transferable and revocable licence to use the Platform for the purpose of operating your
Account.
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19.2 You must not copy, reproduce, reverse-engineer, modify, distribute, publish or create derivative works from any part of the Platform or its content, or tamper with any functionality, without our prior written consent.
20. NOTICES AND COMMUNICATIONS
20.1 We may communicate with you by in-app notification, SMS to your registered mobile number, email to your registered email address, publication on our website, or by post to your registered address. A notice sent by SMS or email is deemed received when transmitted, unless we receive a delivery failure notice. A notice published on our website or in the Access Channels is deemed received when published.
20.2 You may communicate with us through the Access Channels, by email to support@ndovu.co
20.3 You are responsible for keeping your contact details current and for ensuring that you can
receive communications from us. We are not liable for a communication that fails to reach you
because your contact details are out of date or your systems reject it.
21. DISPUTE RESOLUTION AND GOVERNING LAW
21.1 Any disputes shall be handled amicably through the support mechanisms provided under these Terms and Conditions.
21.2 The complaint shall be handled in accordance with our standard complaint handling procedures (“the Complaints Procedure”)
21.3 Any disputes not otherwise resolved pursuant to this clause shall be resolved in accordance with the Trust Deed and Scheme Rules.
21.4 This Agreement shall be governed by and construed in accordance with the laws of the
Republic of Kenya.
22. GENERAL
22.1 These Terms and Conditions, together with the applicable Product factsheets, the Incorporation Documents and our Privacy Policy, constitute the entire agreement between you and us in relation to your Account and supersede any prior representation or understanding, other than any fraudulent misrepresentation.
22.2 If any provision of these Terms and Conditions is found to be invalid or unenforceable by a
court, arbitrator or competent authority, that provision shall be severed and the remaining
provisions shall continue in full force.
22.3 No failure or delay in exercising a right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise. The rights and remedies in these Terms and
Conditions are cumulative and not exclusive of any provided by law.
22.4 We may assign or transfer our rights and obligations under these Terms and Conditions to
another entity within our group or to a successor, provided that this does not reduce your rights
and that we give you not less than thirty (30) days' notice.
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22.5 We may add further collective investment schemes approved by the Authority to the Platform. When we do, we will publish new Product fact sheets and tiles and the relevant Information Memorandum, and these Terms and Conditions will apply to that scheme.
22.6 A person who is not a party to these Terms and Conditions has no right to enforce any of its terms.
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23. DISCLOSURES AND DISCLAIMER
23.1 Past performance is no indication of future results, and investing in a collective investment
scheme constitutes a risk to your invested capital. Neither these Terms and Conditions nor any
material on the Platform constitutes a recommendation to purchase or sell any security or
portfolio.
23.2 The Information Memorandum of each Fund contains the information necessary to evaluate that Fund and should be read before you invest. We recommend that you consult your own independent financial adviser to obtain professional advice before making any investment decision.
23.3 These Terms and Conditions do not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation is unlawful. No action has been taken to register or qualify any Fund for distribution outside Kenya. It is your responsibility to comply with the laws of your own jurisdiction.