1. Definitions
The following words and expressions (save, where the context requires otherwise) shall have the following meanings in these terms and conditions.
“Account” means an account held with the Bank, operated or transacted singly and/or jointly which includes but is not limited to current and savings deposit account(s), current overdraft facility accounts, term and call deposit accounts, loan accounts, advance accounts, contract accounts, product accounts, mobile and/or online accounts (as the case may be) and any other type of account that the Bank may provide from time to time which you are entitled to operate either maintained or held with the Bank.
“Anchor” means a supply chain partner whose goods you trade and for which your purchase history is shared with the bank to determine your eligibility and credit limit. The Anchor’s goods are made available to the customers either through an appointed Distributor or purchased directly from the Anchor.
“Bank” means dfcu Bank Limited incorporated in Uganda as a limited liability company and includes its assignees, representatives, and successors in title.
“Bank Account” means a current or savings account held and operated with the Bank by a customer.
“Bank Rate” means the interest rates on loans or savings as may be set and communicated by the Bank from time to time.
“Borrower” means the customer who operates an account in dfcu Bank and has applied for the dfcu Stock Loan product.
“Business Day” means, – means a day other than a Saturday or Sunday or official public holiday in Uganda, on which banks are generally open for business in Uganda and shall otherwise be termed ‘Banking Day’ herein.
“Contact Centre” means the point of contact for the Bank whose details shall be communicated by the Bank from time to time through any of its communication channels.
“Credit limit” means the maximum amount that the Bank can lend to the Borrower for the purchase of goods from the Distributor or the Anchor and it shall be calculated from time to time and made available.
“Credit Reference Bureau” means a company licensed by the Bank of Uganda to collect and collate credit information on individuals and companies from various sources and disseminate that information in the form of a credit report to authorized users.
“Distributor” means an authorized distributor solely responsible to an Anchor for trading in the Anchor’s goods within your territory.
“Draw-down cycle” means the period when you can purchase goods from the appointed Distributor or Anchor in the dfcu Stock Loan scheme.
“Due date” is the day when the loan is due, and the Bank is authorized to debit your transactional account to repay the loan.
“Facility” or “Loan” means the money disbursed to the Borrower in exchange for future repayment of the loan value amount with interest in the form of the dfcu Stock Loan.
“KYC” means ‘know your customer’ and involves verifying the identity of the customer and assessing their suitability for the product.
“Loan Account” means the secondary account on which your credit limit is marked from which debits are made to pay the Distributor and/or Anchor, and to which credits are made from your transactional account when they become due.
“Loan period” means the one, two or four weeks beginning on the drawdown cycle, depending on the specific program that you sign up to.
“Tariff” means the Bank’s tariff as provided in these terms and conditions and the Bank’s published Tariff guide.
“Transactional account” means the main account in the Bank on which your business transactions are carried out and includes the Customer’s current account.
2. The Agreement
- This Agreement sets out the complete Terms and Conditions (hereinafter called “these Terms and Conditions”) which shall be applicable to the dfcu Stock loan (as hereinafter defined) applied for by you (as hereinafter defined) with the Bank (as hereinafter defined).
- These Terms and Conditions (including any subsequent updates or variations) thereto take effect on their date of publication.
- The Customer accepts and acknowledges that this is a legal and binding agreement between the Customer and the Bank once accepted by both parties.
- “We,” “our,” and “us,” means the Bank and include its successors in title and assigns.
- “You” or “your” means the Borrower (which includes successors and assigns) operating an account held with us and includes (where appropriate) any person you authorize to give us instructions.
3. dfcu Stock Loan Onboarding
- The Bank may, at its sole and absolute discretion, upon due application by the Borrower and subject to these Terms and Conditions, avail the dfcu Stock loan to you.
- dfcu shall avail the dfcu Stock loan to the Borrower once all the conditions set out below have been satisfied in full.
- Eligibility: your eligibility for a dfcu Stock loan is predetermined based on your trading history with the Anchor, and the limits are based on transaction volumes with the said Anchor through its appointed Distributor or directly.
- Consent: you will indicate your consent for your trading history and KYC information to be shared with the Bank for eligibility assessment. The Bank reserves the right to decline your application for a dfcu Stock loan or to revoke the same at any stage at the Bank’s sole discretion and without assigning any reason or giving any notice thereto.
- Subject to approval of your application for the dfcu Stock Loan, the Bank shall provide you with a credit limit at its sole discretion.
- The credit limits shall be available solely for use in purchasing goods from the Anchor or Anchor’s appointed distributor.
- Every purchase will be treated as a loan disbursement and will be subject to applicable transaction and interest charges.
- All disbursements within one draw-down cycle shall fall due on the assigned due date after the drawdown week, depending on the specific program you sign up to, and will be specified in the disbursement notice to you via SMS.
- Your credit limit is available for use for as long as:
- You have adequate limit in your Loan Account to meet your purchase requirements
- You do not have any past due Loans and there have been three (3) failed attempts to collect from your transactional account.
- If a direct debit from your transactional account fails for the first time, the Bank will contact you to regularize your transaction account to facilitate repayment. If a direct debit fails on a third consecutive attempt, your Loan Account will be blocked, and you will be disabled from purchasing goods from the distributor and/or anchor until the account is regularized.
- The amounts drawn and outstanding under the Facility together with interest and other sums payable with respect to the Facility are due and re-payable as per the agreed terms or conditions set out herein. However, without prejudice to the Bank’s right to demand payment at any time in the event of default, the Borrower shall repay the facility at the times and in the amounts specified digitally.
4. Interest
- The Borrower shall pay interest on the dfcu Stock Loan for all purchases.
- Any amount due and not paid on its due date (the “Overdue Amount”) shall thereafter (both before and after Judgment) attract default interest at a rate of 3.5% (Three Point Five per cent) and 1.5% (One Point Five Percent) per month on the arrears in Uganda Shilling and United States Dollars respectively, until the amount is repaid, or the Stock Loan is reviewed.
- The Bank may, in addition to any default interest, charge an arrears administration fee of two per cent (2%) per month in respect of any Overdue Amount.
- The Bank shall have the right and discretion to change the interest rate and the method of calculating interest at any time to reflect the market conditions and/ or in line with the risk rating methodology applied by the Bank. A publication of the change in the interest rates or of the Bank’s change in its Prime Lending Rate or any other basis upon which interest is to be determined under this Agreement in any newspaper of wide circulation shall constitute effective notification to the Borrower of the change in interest rates for this Agreement. A change made to the interest rates shall take effect thirty (30) days from the date of notification of such change.
- The statement of the Bank as to the rate or amount of interest payable according to this paragraph shall in the absence of manifest error be conclusive. The Bank will however inform you of any rectification, additions and or alterations effected on your statements within a reasonable time after the changes are effected.
5. Applicable Fees
- Each drawdown to purchase goods will attract a flat interest rate of 1.6% of the drawdown amount for the duration of the facility, and an Insurance premium of 0.6% of the Facility unless otherwise communicated through the Bank’s platforms.
- Credit Reference Bureau fees will be charged as a one-off at the point of setting the limit for the Borrower and will be collected through the Transactional Account.
- The Bank’s standard tariff guide is available on the Bank’s website (www.dfcugroup.com).
- Any other fees, commissions and charges as may be payable per the Bank’s standard tariff guide which shall be subject to change from time to time and shall be availed to the Borrower by the Bank on request.
- Amounts in the Borrower’s Bank account may be subject to withholding tax per applicable Laws of Uganda
- You consent and agree that the Bank may withhold amounts in your Bank Account or any other of your accounts held with the Bank at any time, if any Ugandan or foreign tax authority requires the Bank to do so, or whenever the Bank is otherwise required by such law or needs to comply with internal policies or with any applicable order or sanction of such tax authority.
6. Conditions Precedent
- The obligation of the Bank to make the Facility available for utilization by the Borrower shall be subject to the fulfillment of the following conditions where applicable.
- receipt by the Bank of all the documents, the Borrower’s consent, historical purchase data with the distributor, and evidence required herein and shall have confirmed that each is in form and substance satisfactory to it (or the Bank having waived any one or more of them in its absolute discretion and subject to any condition(s) it may think fit).
- The Borrower shall consent to these terms and conditions of dfcu Stock Loan.
- opening a current account within authorized limits at all times.
- receipt of proper books of account which will be required for future borrowing.
- the payment by the Borrower of all fees owed under this Facility Letter, including Facility arrangement fees, legal fees, valuation fees, insurance premiums, transfer fees, stamp duty and such other fees as may be required by the Bank.
- The representations and warranties set out in Clause 7 below are true and correct as if each was made with respect of the facts and circumstances at such time.
- No event or circumstance which constitutes or which with the giving of notice or lapse of time or both would constitute an event of default (as specified in the Letter or any security or other document referred to herein) shall have occurred and be continuing or would result from the granting of the Facility.
- 100% of the receivables are to be channelled through the account held with the Bank.
- The obligation of the Bank to make any additional disbursements under the Facility shall be subject to the fulfilment of the following additional conditions:
- the absence of any pending or threatened litigation, investigation or proceeding that may have a Material Adverse Change on the business, condition (financial or otherwise), operations, performance, property or prospects or results of operations of the Borrower or on the Borrower’s ability to meet its obligations under this Facility Letter or which purports or threatens to affect the Facility or the transactions contemplated thereby.
- Wherever used in this Agreement Material Adverse Change shall mean any material adverse change in the business condition (financial or otherwise), operations, performance, prospects or properties of the Borrower; the rights and remedies of the Bank; or the ability of the Borrower to perform its obligations under this Letter and may include the death of the principal shareholders of the Borrower.
- no event of default has currently occurred and is continuing and nothing has occurred, which in the opinion of the Bank could potentially result in an event of default;
- each of the representations and warranties being true and correct as of the date of drawdown and before and after giving effect to such drawdown.
- Without prejudice to the provisions of this paragraph, the availability of the Facility is at all times subject to the availability of funds as may be determined by the Bank at its sole discretion and also conditional upon the compliance by the Bank with any restrictions rules and regulations from time to time in force by the Central Bank of Uganda or any other relevant regulatory authority.
7. Representations and Warranties
The Borrower represents and warrants to the Bank that: –
- (in the case of a company or a partnership) it is duly incorporated under the laws of the Republic of Uganda as a separate legal personality and can sue and be sued in its name or in case of a partnership that is duly registered under the law.
- (in the case of a company or a partnership) its Memorandum and Articles of Association or Partnership Deed as presented to the Bank are in full force and effect as of the date of execution of this Facility Letter and have not been amended.
- it holds and is in compliance with all the licenses, authorizations, consents, and registrations required by the applicable laws and it has the power and authority to conduct its business as presently conducted.
- it has full power to execute, deliver and perform its obligations under the Facility Letter and that all necessary corporate, shareholder and other requisite internal action has been taken to authorize the execution, delivery and performance of the same, and that the amount of the Facility is within its available borrowing powers.
- These terms and Conditions constitute a valid and legally binding obligation of the Borrower and are enforceable under the terms hereof.
- no proceedings have been commenced or are pending for the liquidation or winding-up of the Borrower.
- the execution, delivery and performance of the obligations under this Facility Letter by the Borrower do not and will not violate conflict with or result in any breach of any statute, rule or regulation applicable to it or court order judgment or provisions of its Memorandum and Articles of Association or of any contractual obligation binding on the Borrower or affecting any of its assets nor does the Borrower require any consent, otherwise not obtained, to enter into this Facility Letter or to provide the Security contemplated under this Facility Letter;
- all information provided to the Bank concerning this Facility is true and accurate in all material respects on the date it was provided, and no information has been given or withheld that will result in the information given to the Bank being untrue or misleading in any material respect.
- all information relating to the Borrower, its Management and any other material aspect of its operations, shareholding, prior transactions, projects and history (including the background and prior transactions of its shareholders and directors) which if provided to the Bank would have affected the Bank’s decision make the facility available to the Borrower, has been disclosed
- its most recent audited and unaudited financial statements present fairly its financial position as of the latest financial year or applicable period in conformity with the Generally Accepted Accounting Principles (as adopted in Uganda) or as otherwise required by the applicable rules and laws.
- it has good title to all the assets which are reflected in its financial statements and has not sold or otherwise disposed of or encumbered such assets in any way, save as reflected in such financial statements or as disclosed in writing to the Bank.
- no liquidator, judicial custodian or manager, receiver, administrator, administrative receiver or trustee or any similar officer has been appointed over the whole or any material part of the undertaking or assets of the Borrower, and no order has been made and no effective resolution has been passed or similar proceedings taken for the winding up, liquidation, administration, re-organization, deregistration, bankruptcy or dissolution of the Borrower and no petition has been presented or similar proceedings taken for any of the foregoing concerning the Borrower or any or all of its undertaking or assets;
- all tax returns and reports of the Borrower required by law to be filed have been filed within the required time period and all tax assessments, fees and other governmental charges upon the Borrower, which are due and payable, have been paid (other than tax assessments, fees and other governmental charges which are being contested in good faith and for which adequate reserves taking into account the amount of the tax claimed to be payable and the likelihood that it will be payable have been established by the Borrower);
- the copies of all documents delivered or to be delivered to the Bank under the terms of this Agreement are or (as the case may be) will be true, complete and accurate in all material respects and have not been amended, varied or supplemented.
- no other agreements, arrangements, or understandings exist or to the best of the knowledge and belief of the Borrower and its officers are contemplated which would have a Material Adverse Change on the transactions or arrangements envisaged under this Facility Letter.
- it is not engaged in nor to the best of its knowledge after due inquiry threatened by any litigation, arbitration or administrative proceedings, which has or could reasonably be expected to have a material adverse effect on the Borrower’s operations, assets or ability to meet its obligations under this Facility Letter.
- since the date of the last financial statements most recently delivered by the Borrower to the Bank:
- there has been no condition or event which has or could reasonably be expected to have a Material Adverse Effect on the Borrower’s operations, assets or ability to meet its obligations under this Facility Letter.
- the Borrower has not incurred any loss, actual or contingent liability which is not disclosed in the most recent audited financial statements delivered by the Borrower.
- the Borrower is not in violation of any of the Environmental and Social laws of Uganda or any of the environmental, health and safety guidelines as provided from time to time by the Bank.
- the representations and warranties set out above are given and made on and as of the date of this Terms and Conditions, shall apply to any subsequent disbursements.
8. Covenants
- The Borrower shall from time to time at the request of the Bank provide to the Bank such information as the Bank shall require relating to the Borrower’s finances and operations.
- The Borrower shall not resort to any borrowings from any other source without the Bank’s prior consent in writing where such borrowing would compromise the security or the ability to service the facility
- Unless otherwise agreed by the Bank in writing, the Borrower shall not make any material change in the scope or nature of its business.
- The Borrower shall immediately upon becoming aware of it, notify the Bank of any material litigation arbitration or administrative proceeding pending or, to the best of their knowledge, threatened against the Borrower.
- The Borrower shall immediately, upon becoming aware of it, notify the Bank of the occurrence of any Event of Default.
- The Borrower/ guarantor will ensure to notify the Bank within fourteen (14) days of the happening of an event which shall give rise to an overriding interest in jointly held security.
- The Borrower will not create any encumbrance or permit any encumbrance to subsist, arise or be created or extended over its assets to secure any present or future indebtedness of the Borrower. For these purposes, an encumbrance includes any mortgage, charge, pledge, lien, assignment by way of security, security interest, title retention, preferential rights of set-off, counterclaim, Bank’s lien or other encumbrances securing any obligation of any person.
- During the continuance of the Facility, the Borrower will not do or cause or permit to be done anything which may in any way depreciate, jeopardize or otherwise prejudice the value to the Bank of any of the Security nor permit any person (other than the Bank) to become entitled to any proprietary right or interest which might affect the value of the Security or any part thereof.
- The Borrower will at all times comply with and observe all covenants, duties and obligations contained in the Loan Agreement and the Security.
9. Events of Default
In the event of:
- failure by the Borrower to make any repayment of principal or payment of interest or other money in respect of the Facility on its due date; or
- a breach in the performance of any other term and condition of the Facility or any covenant by the Borrower or any term and condition of any of the Security or any other security held by the Bank for the Facility; or
- the Borrower committing any act of bankruptcy or becoming of unsound mind; or
- distress, execution or other legal process being levied against any of the assets of the Borrower/ Guarantor and not being discharged or paid within 7(seven) days; or
- any indebtedness of the Borrower becoming immediately due or payable or capable of being in default, or the Borrower failing to discharge any indebtedness on its due date; or
- if the Borrower is participating or is deemed to be participating in illegal activities money laundering, cheque kiting or corrupt activities or is charged or convicted of such activities by any court of competent jurisdiction; or
- if any cheques or other negotiable instruments of the Borrower are dishonoured by the Bank or other institution for lack of funds whether the Borrower is charged in a court of law or not; or
- it becoming unlawful for the Borrower to perform all or any of his/her obligations under the Letter or the Security; or
- it becoming unlawful or impossible for the Bank to make, maintain or fund the Facility; or
- any license, authorization, consent or registration necessary or desirable to enable the Borrower to comply with its obligations to the Bank are revoked, withheld or materially modified or fails to be granted or perfected or ceases to remain in full force and effect, or
- the title to any property forming part of the Security for any reason being encumbered or terminated or threatened with either or if any encumbrance whatsoever or notification by any order, process, decree or notice including a charge or notification of charge is registered against such titles without the prior written consent of the Bank; or
- there is an attempt by the Government, or any other competent or interested body or person to challenge, terminate, impair, suspend, revoke or forfeit the Security and/or interest being for any reason challenged, terminated, impaired, suspended, revoked, or forfeited; and/or
- if the Borrower is a partnership, upon the occurrence of a change in the partnership without the prior written consent of the Bank; or;
- if the Borrower is a private limited company that changes its capital structure and procures that its directors will not permit any transfer of the shares in the Borrower without the prior consent of the Bank; or
- any representation or warranty made by the Borrower hereunder or to obtain the Facility being incorrect in any material respects as of the date of which it is made or deemed to be made, or there is any material adverse change of the position as set out in such representation or warranty, then the Bank’s commitment to advance the Facility or any balance thereof shall cease and the whole amount of the outstanding Facility and all accrued interest or other amounts owing hereunder will become repayable forthwith on demand in writing made by the Bank at any time. In addition, the Security held by the Bank in respect of the Facility shall become immediately enforceable.
10. No Deductions
All sums payable by the Borrower under this Loan Agreement shall be paid in full without any set-off or counterclaim and (save in so far as required by the law to the contrary) free and clear of and without any deduction or withholding whatsoever. If the Borrower is at any time required by law to make any deductions from any payment to the Bank, then the Borrower shall immediately pay to the Bank such additional amounts as will result in the Bank receiving the full amount it would have received had not such deduction or withholding been required and will simultaneously, provide the Bank with a certificate of deduction or withholding in respect of the amount deducted or withheld together with evidence satisfactory to the Bank that the amount so deducted or withheld has been paid over to the relevant authorities when and as due.
11. Set Off
- The Bank may at any time and without notice to the Borrower combine or consolidate all or any of the Borrower’s accounts with the Bank and set off any matured obligation owed by the Borrower against any obligation (whether or not matured) owed by the Bank to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. The Borrower hereby expressly authorizes the Bank to combine, consolidate or offset its accounts, the Bank will not require any additional authorization from the Borrower before such set-off, combination or consolidation.
- If the obligations are in different currencies, the Bank may convert either obligation at its rate of exchange offered at the time of conversion in its usual course of business or at any other market rate of exchange of its choosing for the set-off. If either obligation is unliquidated or unascertained, the Bank may set-off in an amount estimated by it in good faith to be the amount of that obligation.
- In exercising the right to conversion, the Bank shall not be liable for losses arising from foreign exchange fluctuations.
12. Statements
- You may obtain printed Loan Account Mini Statements or a printed Bank statement about your Loan Account from the Bank’s branches. You shall be responsible for the payment of any charges levied by the Bank for such printed statement
- Save for a manifest error, a Mini Statement or Bank statement issued to you aforesaid in respect of your Loan Account shall be conclusive evidence of the transactions carried out on your Loan Account for the period covered in the Loan Account Mini Statement and/or Bank statement.
- The Loan Account Statement shall provide details of the last 5 (five) transactions, or any such other number of transactions as determined by the Bank.
- The Bank reserves the right to rectify discrepancies, add and/or alter the entries in your statements, without prior notice to you. The Bank will however inform you of any rectification, additions and or alterations effected on your statements within a reasonable time after the changes are effected.
13. Expenses and Indemnity
The Borrower shall pay to the Bank, on demand, all costs, charges and expenses incurred towards the recovery of the amounts due by the Borrower,
14. Currency
- The Bank may at its sole discretion, if the Borrower so requests, grant from time to time part or all of the Facility in other currency and/or currencies within the available limits at the Bank’s prevailing rate of exchange.
- If any part of the Facility is denominated in a foreign currency (the “Foreign Currency”), payment under or the repayment of such facility will be made in the Foreign Currency. Any money received by the Bank or by any person appointed by the Bank in a currency other than the Foreign Currency may be converted by the Bank into the Foreign Currency or such other currency as the Bank considers necessary to cover the obligations or liabilities of the Borrower.
- The Bank shall in its sole and absolute discretion be entitled upon giving prior written notice to the Borrower at any time to convert any facility made available in the Foreign Currency into a Uganda Shillings facility and the appropriate Uganda Shilling interest rate applicable thereto will be determined by the Bank at the time of conversion.
- The Security now offered to and/or held by the Bank and/or which the Bank may hold from time to time will secure all the Borrower’s liabilities (both actual and contingent), denominated in any currency whether such liability is in the Borrower’s single name or jointly with any other person.
- The Bank shall use its prevailing spot rate of exchange for such conversion. The Borrower shall be responsible for any loss resulting from any fluctuation in exchange rates.
- No payment to the Bank (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Borrower in respect of which it was made unless and until the Bank shall have received payment in full in the currency in which such obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability actual or contingent expressed in that currency the Bank shall have a further separate cause of action against the Borrower and shall be entitled to enforce the charges by the existing security and hereby created to recover the amount of the shortfall.
15. Assignment
The Borrower shall not cede, assign, delegate or transfer any of its rights under this Agreement without the Bank’s prior written consent, such consent to be granted in the sole discretion of the Bank save that the Bank may assign the Agreement to any dfcu affiliate on written notice to the Borrower.
16. Suspension and Termination
- The Bank may at any time, upon issuance of a 30(thirty) days’ notice to you, terminate or vary its business relationship with you and close your Loan Account and in particular but without prejudice to the generality of the foregoing the Bank may cancel credit limit which it has granted and require the repayment of outstanding debts resulting therefrom within such time as the Bank may determine.
- Without prejudice to the Bank rights, the Bank may at its sole discretion suspend, decline loan application or close your Loan Account:
- If the Bank has reason to believe that the Loan Account is being used for unauthorized purposes or where the Bank detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the account.
- If your Bank Account or agreement with the Bank is terminated for whatever reason.
- If the Bank is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority.
- If the Bank reasonably suspects or believes that you are in breach of these Terms and Conditions (including non-payment of any Loan amount due from you where applicable).
- Where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety.
- If the Bank decides to suspend or cease the provision of the loan product for commercial reasons or for any other reason as it may determine in its absolute discretion.
- If you have had a current or past listing with Credit Reference Bureau for a Non- performing account with any institution.
- You may close your Loan Account at any time at any dfcu Branch upon payment of all outstanding amounts owed to the Bank.
- If your Loan Account has any credit balance at the time of its closure, the Bank will return any such balance to you, less any applicable fees.\If your loan is in arrears at the time of closure of your Loan Account, you agree to pay to us immediately all amounts you owe u
- Termination shall however not affect any accrued rights and liabilities of either party.
- If the Bank receives notice of your demise, the Bank will not be obliged to allow any operation for purposes of closure or withdrawal from your Loan Account by any person except upon production of Grants of Letters of Administration or Probate by your legal representatives duly appointed by the Cou
17. Address changes
- It is your sole responsibility to ensure that your contact information held with the Bank is current and accurate. This includes but is not limited to, your name, address, telephone numbers and email addresses.
- Changes can be made by contacting our Contact Center. The Bank is not responsible for any payment processing errors or fees incurred if you do not provide accurate contact or account information.
18. Confidential Information and Credit Checks
- The Bank is required by law to collect certain Personal Data and is legally obligated to deny the Borrower the service if such information is not availed. Apart from the legal obligation mentioned above, the Bank also needs to collect the Borrower’s Personal Data for quality service delivery. Although this is voluntary, without such information the Bank may not be able to provide quality service.
- The Bank is committed to respecting and protecting the privacy of the Personal Data collected from the Borrower. dfcu Bank Privacy Statement, as updated from time to time, explains how the Bank treats the Borrower’s Personal Data, who to share the Borrower’s Personal Information with and measures taken to protect the Borrower’s privacy when the Borrower uses any of the Bank’s Services. This can be found on dfcu Data Privacy Statement accessible on our website dfcugroup.com
- The Borrower hereby explicitly and unambiguously consents to the collection, use and transfer of personal data between the Bank and affiliates to effect/implement, administer, and secure the Facility.
- The Bank may hold and process, by computer or otherwise, any information obtained about the Borrower as a consequence of the application for the Facility.
- The Borrower confirms that the Bank may at any time, and from time to time, at its sole discretion carry out credit checks with any of the licensed credit reference agencies on the Borrower.
- The Borrower agrees that the Bank may: –
- include personal data of the Borrower in the Bank’s customers’ computer systems which may be accessed by other companies in the Bank’s group for credit assessment, statistical analysis including behaviour and scoring and to identify products and services (including those supplied by third parties) which may be relevant to the Borrower; and
- process your purchase data from the anchor for credit limit setting; and
- permit other companies within dfcu Limited to use personal data and any other information it holds about the Borrower on the Bank’s customers’ computer systems to bring to its attention products and services which may be of interest to the Borrower.
- The Borrower agrees that the Bank may disclose any information relevant to the Borrower and the Facility in the Bank’s possession relating to the Borrower on terms that such recipient is to treat in confidence any confidential information so disclosed to it and further agrees that the Bank may disclose personal data and/or information relating to the Borrower or any Relevant Party outside dfcu Limited whether such personal data and/or information is obtained after the Borrower ceases to be the Bank’s customer or during the continuance of the Bank-customer relationship or before such relationship was in contemplation:-
- for fraud prevention purposes.
- to licensed credit reference agencies or any other creditor if the Borrower is in breach of its obligations to the Bank and the Borrower agrees that such information may be used by other banks or institutions in assessing credit applications and for debt tracing.
- to the Bank’s external lawyers, auditors, valuers, survey agencies, software developers and sub-contractors or other persons acting as agents of the Bank.
- to any person who may assume the Bank’s rights under the Letter.
- to any regulatory, fiscal or supervisory authority, any local or international law enforcement agencies, or governmental agencies to assist in the prevention, detection, investigation or prosecution of criminal activities, courts or arbitration tribunal where demand for any personal data and/or information is within the law.
- to the Bank’s subsidiaries, affiliates and their branches and offices (together and individually).
- if the Bank has a right or duty to disclose or is permitted or compelled to do so by law.
- for purposes of exercising any power, remedy, right, authority or discretion relevant to the Offer Letter or the Security following the occurrence of an Event of Default, to any other person or third party as well.
- The Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrower and the Bank, the disclosure by the Bank of information relevant to the Borrower and the Facility in the circumstances contemplated in this clause does not violate any duty owed to the Borrower either in common law under any agreement between the Bank and the Borrower or in the ordinary course of banking business and the customs, usage and practice related thereto and further that the disclosure as aforesaid may be made without reference to or further authority from the Borrower and inquiry by the Bank as the justification or validity of such disclosure.
- The Borrower acknowledges that the Bank may retain your personal data and/or information for a period of up to ten (10) years or as may be required by law.
19. Other Agreements
In addition to these terms and conditions, you agree to be bound by and comply with the terms of such other agreements we may provide to you in connection with the product. You further agree to be bound by and comply with any applicable laws, rules and regulations in connection with your Loan Account.
20. Severability
If any provision of these terms and conditions is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these terms will not be affected thereby, and each of those provisions will be valid and enforceable to the fullest extent permitted by law.
21. Anti Bribery & Anti Corruption
- The Parties to this Agreement shall comply with all applicable laws, statutes, regulations, policies and procedures relating to and governing anti-bribery and anti-corruption including but not limited to the Anti-Corruption Act Cap. 116, and the Bank’s related policies and procedures. The Parties shall not engage in any activity, practice or conduct which would constitute an offence under the Act or policies. The Parties shall not and shall procure that their employees, agents and sub-contractors not to offer, solicit or accept an inducement/advantage in connection with the service under the contract.
- Breach of this clause shall be deemed a material breach of this Agreement entitling the Bank to terminate the Agreement immediately.
22. Sanctions
- It is understood by the Borrower that the Bank will undertake sanction screening of the Borrower and its representatives. By submitting information pertaining to the Borrower and its representatives, the Borrower authorizes the Bank to undertake sanction screening, and where applicable confirms having procured necessary consent for the Bank to undertake the sanction screening.
- The Borrower undertakes to immediately notify the Bank upon becoming the subject of sanctions investigations; the Bank maintains the right to terminate the relationship on becoming aware that the Borrower is the subject of Sanctions under a regulatory body duly authorized to issue such sanctions including: the government of Uganda, His Majesty’s Treasury of the United Kingdom (HMT), the Office of the Foreign Assets Control of the Department of Treasury of the United States of America (“OFAC”), the United Nations Security Council (“UNSC”), the European Union’s Common Foreign and Security Policy (EU) and the French Ministry of Economic, Finance and Industry.
23. Notices
Every notice, request or other communication shall:
- be in writing delivered personally or
- by registered post or electronic mail or SMS.
- A notice shall be deemed to have been received by the Borrower, if delivered by hand, at the time of delivery or if sent by registered post, or electronic mail or SMS seven (7) days after the date of posting (notwithstanding that it be undelivered or returned undelivered) (provided that if the date of transmission is not a Business Day it shall be deemed to have been received at the opening of business on the next Business Day); and be sent:
- to the Borrower at the address set out above; and
- to the Bank at the address shown above, or to such other address in Uganda as may be notified in writing by the one Party to the other.
- All communications to the Bank shall be effective only on actual receipt by the Bank.
24. Dispute Resolution Jurisdiction and Arbitration
- You may contact the Contact Centre to report any disputes, claims or Loan Account discrepancies.
- If, after 14(fourteen) days from the commencement of such informal negotiations both Parties have been unable to resolve the dispute amicably, the matter shall be referred for Arbitration.
- The Arbitration shall be presided over by a single Arbitrator appointed mutually by the Parties per the ICAMEK Rules.
- The arbitration shall be concluded within sixty (60) days from the date of appointment of the Arbitrator and the arbitral award shall be final and binding on both Parties to the Agreement.
- The Arbitration shall be conducted in Kampala, Uganda and the language of the arbitration proceedings shall be English. The seat of arbitration shall be at ICAMEK.
- This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the outcome of arbitration.
- Each Party shall pay its own costs of and incidental to the arbitration proceedings including, professional fees.
25. Governing Law
This Agreement and the conditions set out herein shall be governed by and construed in all respects in accordance with the Laws of Uganda. Nothing in this Paragraph shall limit the right of the Bank to take proceedings against the Borrower in any other Court of competent jurisdiction, nor shall the taking of proceedings at one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
BORROWER’S DECLARATION
By offering my consent electronically through the Bank’s digital platform as I apply for the dfcu Stock Loan, I have read and/or had these terms and conditions explained to me independently. I fully understand and agree to be bound by them and by any variations which may be made by the Bank from time to time and updated on its Website www.dfcugroup.com