ZERO TERMS AND CONDITIONS

In this Agreement:

 

“Account” means the Borrower’s savings account with the Lender.

 

“Agreement” means this Loan Agreement, including the Schedules and Annexures attached hereto, as the same may be amended, modified or supplemented from time to time.

 

“Applicable Laws” means any applicable law, regulations, administrative orders, constitution, principles of law, governmental policies, statute, or treaty, and shall include notifications, regulations, policies, guidelines, circulars, directions, directives and orders of any governmental authority, statutory authority, superior courts of record or tribunal having jurisdiction over the Parties or this Agreement.

 

“Mobile Application” means the application software that enables access to Lender’s online Platform, through which it is possible to register as a user and manage your account, save and apply for loan facilities.

 

“Application Summary” means the summary of the application for a loan facility by the Borrower on the Lender’s Platform, which includes but not limited to, the application date, amount, purpose, interest rate, and repayment date of the loan facility.

 

“Business Day” means a day other than a Saturday, Sunday, or public holiday in the Federal Republic of Nigeria.

 

“Disbursement” means the disbursement(s) of the Facility Amount into the Borrower’s Account as agreed to by the Parties in writing subject to the Lender’s underwriting credit and approval processes and the terms of this Agreement.

 

“Disbursement Date” means the date upon which the loan facility is disbursed to the Borrower.

 

“Event of Default” means any event or circumstance specified as such in Clause 12 (Events of Default) of this Agreement.

 

“Loan” means the loan facility made available by the Lender to the Borrower under this Agreement.

“Material Adverse Effect” means a material adverse effect on:

• • the business, assets, prospects or financial condition of the Borrower;
  • the operation, terms, validity and performance of the Loan including but not limited to an event of default under this Agreement;
  • the ability of the Borrower to substantively perform its obligations under this Agreement;
  • the validity or enforceability of, or the effectiveness or ranking of any security interest granted or purported to be granted pursuant to this Agreement; or
  • any right or remedy of the Lender in respect of a Finance Document.

 

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

• • (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period will end on the next Business Day in the calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
  • if there is no numerically corresponding day in the calendar month in which that period is to end, that period will end on the last Business Day in that calendar month; and
  • if an Interest Period begins on the last Business Day of a calendar month, that Interest Period will end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

 

“Platform” means the Lender’s online, mobile application, web-based platform through which it provides its services to its users.

 

“Repayment Date” means (i) the date the Loan is scheduled to be repaid as contained in the Application Summary; or (iii) such other date as may be determined and communicated by the Lender.

 

“Savings Agreement” means the Savings Agreement between the Borrower and the Lender over which a Security Interest is created in favor of the Lender.

 

Security Interest means a mortgage, charge, pledge, lien, privilege, priority, assignment by way of security, hypothecation or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect and the term

“Security” shall be defined accordingly.

• The headings are inserted for convenience only and shall not affect the construction of this Agreement.

 

• Words denoting a gender include all genders, and words denoting persons shall include the singular and vice versa.

 

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

• A reference to a company shall include any company, corporation, or other body corporate or entity, wherever and however incorporated or established.

 

• A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

 

• References to clauses and schedules are to the clauses and schedules of this agreement and references to paragraphs are to paragraphs of the relevant schedule.

 

• Any words following the terms ‘including’, ‘include’, ‘in particular’ or ‘for example’ or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

 

• Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

 

• Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular

The Lender, in its discretionary right, hereby grants to the Borrower a loan facility of a total principal amount more particularly described in the Application Summary on the terms, and subject to the conditions, of this Agreement.

The Lender, in its discretionary right, hereby grants to the Borrower a loan facility of a total principal amount more particularly described in the Application Summary on the terms, and subject to the conditions, of this Agreement.

Disbursement of the Loan shall be subject to the Lender receiving all the documents and other evidence as may be required by the Lender in form, substance and within a timeframe satisfactory to the Lender.

 

The Lender’s obligation to disburse the Loan shall be subject to the further conditions’ precedent that, on the Disbursement Date:

 

• the representations and warranties made by the Borrower are true and correct in all material respects and will be true and correct in all material respects immediately after the Lender has disbursed the Loan; and

 

• no event of default or potential event of default is continuing or would result from the proposed Loan.

 

The conditions specified in this Clause 4 are inserted solely for the Lender’s benefit. The Lender may waive them, in whole or in part and with or without conditions, without prejudicing the Lender’s right to require subsequent fulfilment of such conditions.

The rate of interest on the Loan for each Interest Period shall be 0% as described in the Application Summary.

 

The Borrower undertakes and covenants to pay accrued interest on the Loan when it is due and, in the manner, determined and communicated by the Lender or as may be provided as may be contained in the Application Summary.

 

If the Borrower does not pay any amount he is obliged to pay under this Agreement when it is due, the Borrower shall pay interest, at a rate to be determined and communicated by the Lender, on that unpaid amount from time to time outstanding for the period beginning on its due date and ending on the date the Lender receives it.

 

Unpaid interest arising on an unpaid amount will be compounded with the unpaid amount at the end of each relevant interest period applicable to that unpaid amount and will remain due and payable whether or not demanded by the Lender.

The Borrower shall repay the Loan in full on the Repayment Date.

 

The Borrower may, if it gives the Lender not less than 5 (five) Business Days prior notice, prepay the whole or any part of the Loan, PROVIDED that the Borrower shall pay together with such prepayment the whole of the Interest due on the Loan, as though the payment was made on the Repayment Date.

 

All payments that the Borrower makes under this agreement shall be made in full, without any deduction, set-off or counterclaim

The Parties hereby agree that the Lender shall open and maintain in its books such accounts as may be necessary to show satisfactory evidence of indebtedness and the repayments of both principal and interest, and other charges, costs and expenses as appropriate.

 

Notwithstanding anything herein contained, the Borrower’s obligation to repay the Loan and to pay interest and other charges, costs and expenses in respect thereof shall be evidenced by the entries made from time to time in the books of the Lender which shall be binding and conclusive evidence of the indebtedness and repayments in the absence of any manifest error.

As security for repayment of the Loan, the Borrower hereby pledges to provide all the security documents and execute all actions required by the Lender to give effect to the security created thereof.

 

As a continuing security for the full and due repayment of the Loan, Interest and all due obligations under this Agreement, the Borrower hereby charges in favour of the Lender;

 

• By way of a floating charge on all moneys standing to the credit of the Borrower’s Account with the Lender and all rights, title, benefits, and interest of the Borrower as contained in the Savings Agreement required as Security by the Lender under this Agreement.

 

It is expressly agreed that if upon the occurrence of an Event of Default and subsequent enforcement of the Lender’s right over the security interest created by the security documents, nothing shall preclude the Lender and or its representatives from seeking additional coverage for any outstanding part of the Loan, accrued interest and cost of legal/enforcement fees.

The Borrower undertakes to pay to the Lender the application fee, as may be determined by the Lender and more particularly described in the Application Summary, for the processing of loan application.

 

The Borrower hereby expressly consent and authorize the Lender to debit the Borrower or authorize the Lender or any of its duly authorized agents or partner to debit your saving account or any other bank account linked to your Bank Verification Number (BVN), for the purpose of repaying the loan with applicable interest as and when due.

 

The Borrower undertakes to pay to the Lender the amount of all reasonably necessary costs and expenses (including, without limitation, legal and professional fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under this Agreement or any proceedings instituted by or against the Lender as a consequence of it entering into this Agreement.

The Borrower here represents and warrants to the Lender as follows;

 

That Borrower is in good financial standing in the jurisdiction and has not been blacklisted by any other financial institution as a result of a continuous default to make payment in respect of any outstanding indebtedness.

 

The obligations expressed to be assumed by the Borrower in this Agreement to which he is a party is legal, valid, binding and enforceable obligations. This Agreement to which the Borrower is a party is in the proper form for its enforcement in the Federal Republic of Nigeria.

 

Neither the execution, delivery or performance of this Agreement nor the consummation of any transaction contemplated hereunder, conflicts with, results in a breach of, or constitutes a default under or violates as the case may be, any law, rule, or regulation applicable to the Borrower, any court or administrative order or process applicable to the Borrower, or any material contract to which the Borrower is also a party.

 

That there is no Event of Default as at the date of this Agreement and/or Disbursement Date, no default is continuing or might reasonably be expected to result from the receipt of the Disbursements or the entry into, or the performance of any transaction contemplated by this Agreement. No other event or circumstance is continuing which constitutes a default under any other agreement or instrument which is binding on the Borrower subject to which has or is reasonably likely to have, an extent or in a manner which might or likely to have a Material Adverse Effect.

 

All information supplied by Borrower or on his behalf to the Lender in connection with this Agreement and the transaction contemplated hereunder was true and accurate in all material respects as at the date it was provided or as at the date at which it is stated to be given. Nothing has occurred or been omitted from the such information and no information has been given or withheld that results in that information being untrue or misleading in any material respect.

 

Any document provided to the Lender by or on behalf of the Borrower, which purports to be a certified copy is a true, complete and accurate copy of the original document and is up to date as at the date on which it was provided.

 

There are no litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect or have to the best of his knowledge and belief (having made due and careful enquiry) been started or threatened against the Borrower.

 

The representations and warranties set out in this Clause 11 are deemed to be made by the Borrower by reference to the facts and circumstances then existing on each day of the period starting on the date of this Agreement and ending on the date on which the Lender is satisfied that all liabilities of the Borrower under the Agreement are irrevocably discharged in full and the Borrower has no commitment or liability, whether present or future, actual or contingent under the Agreement.

Each of the events or circumstances set out in this Clause 12 is an Event of Default.

 

Non-payment: The Borrower fails to pay any sum payable by it under any Finance Document when due, unless its failure to pay is caused solely by an administrative error or technical problem on the Lender’s Platform and payment is made within Twenty-Four (24) hours of its due date.

 

Non-compliance: The Borrower fails to comply with any provision of this Agreement and (if the Lender considers, acting reasonably, that the default is capable of remedy) such default is not remedied within Twenty-Four (24) hours of the earlier of:

 

• the Lender notifying the Borrower of the default and the remedy required; and

 

•  the Borrower becoming aware of the default.

 

Misrepresentation: Any representation, warranty or statement made, repeated or deemed made by the Borrower in, or pursuant to, the Agreement is (or proves to have been) incomplete, untrue, incorrect or misleading, in any material respect, when made, repeated or deemed made.

 

Illegality: All or any part of any Finance Document becomes invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect.

 

Material Adverse Change: Any event occurs (or circumstances exist) which, in the reasonable opinion of the Lender, has or is reasonably likely to have a Material Adverse Effect.

On and at any time after the occurrence of an Event of Default, which is continuing, the Lender may after a prior written notice, which notice shall include the a notification on the Borrower’s user account on the Platform, requesting a remediation of an Event of Default by the Borrower:

 

• declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Agreement be immediately due and payable within five; and/or

 

• declare that all outstanding Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender; and/or

 

• exercise any or all of its rights, remedies, powers or discretions under the Agreement.

Termination: Either Party may terminate this Agreement upon Fourteen (14) days’ notice to the other Party, PROVIDED, however that all outstanding amounts due under the Loan must be paid in full by the Borrower to the Lender upon the expiry of such Fourteen (14) days’ notice period. A termination of this Agreement by either Party shall not automatically terminate the Savings Agreement between the Parties.

 

Assignment: The Lender shall upon giving notice thereof to the Borrower be entitled to transfer or assign any of its rights or interest under this Agreement to any person or company. The Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement.

 

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on and shall have no claim in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

 

Variation: The Lender shall be entitled to vary or amend this Agreement where necessary, PROVIDED, however that notice thereof shall be given to the Borrower.

 

Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

 

Notices: All notices, consents, demands or other communications (“Notices”) required or permitted to be given under this Agreement shall be in writing, in the English language and signed on behalf of the party sending same. All Notices shall be deemed delivered if delivered personally (by courier or otherwise), sent by prepaid first-class mail, email, or by facsimile, with evidence of delivery where applicable, addressed to the Party to whom such Notice is to be given.

 

Third-party Rights: This Agreement does not give rise to any rights for a third party to enforce any term of this Agreement.

 

Governing Law: This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

 

Dispute Resolution: Any dispute or difference arising out of or in connection with this Agreement, which cannot be settled amicably between the Parties, shall be settled by a court of competent jurisdiction.

 

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Clicking the Terms and Conditions “Check box” has caused this Agreement to be executed effective immediately