Buy Now Pay Later Facility Agreement
Switchlink Africa Limited (“SLA”) has agreed to make available to the borrower the Buy Now Pay Later (BNPL) Facility on the terms and conditions set out in this Agreement in reliance upon the representations and warranties made by the Borrower herein. This Agreement shall be read together with the electronic application submitted by the Borrower through SLA’s designated online platform (the “Application”).
1. Definitions
For purposes of this agreement,
• Appliance means Mobile phones, Televisions, and any other that will be available on the platform and in future.
• Borrower means an employee of Anvil shield Holdings Limited and its subsidiaries who applies and is granted a device as on the application form.
• Facility means the outstanding balance to be deducted from the borrower’s salary every month preceding the payment of the deposit until payment in full.
• Vendor means the supplier of electronic devices with whom SLA has entered into contractual arrangements for purposes of providing items to Borrowers under the BNPL scheme.
The borrower will identify an electronic device of their choice from the vendor as listed in the SLAs website or platform and he or she will pay an upfromt fee of 30% of the value of the product and the balance shall be paid through salary deductions until payment in full.
2. Conditions Precedent
The borrower will qualify for an appliance upon fulfilment of the following conditions:
• SLA having reviewed the application done on the website by the borrower and shall have confirmed that each is in form and substance satisfactory to it (or SLA having waived any one or more of them in its absolute discretion and subject to any condition(s) it may think fit);
• the compliance by the Borrower with the relevant terms and conditions of this Agreement.
• the representations and warranties set out herein below being true and correct on and as of each such time as if each was made with respect of the facts and circumstances at such time; and
• that 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 Offer Letter or other document referred to herein) shall have occurred and be continuing or would result from the granting of the Facility.
Upon payment of the deposit into SLA’s designated account, SLA shall procure release of the selected item by the Vendor to the Borrower, and the Borrower shall become immediately liable for repayment of the Facility.
3. Term and Repayment of the Facilities
3.1 The borrower shall pay an upfront deposit of 30% of the selected appliance . The balance of seventy 70% shall be repaid by way of monthly salary deductions over a period not exceeding ten (10) months.
3.2 Upon termination of employment by resignation, dismissal, redundancy, or retirement, the outstanding Facility shall become immediately due and payable. SLA shall be entitled to recover the same from any terminal dues owing to the Borrower.
3.3 Where such dues are insufficient to discharge the Facility, the Borrower shall settle the outstanding balance directly into SLA’s designated account within thirty (30) days, failing which the Vendor may seek legal enforcement and/or disable or repossess the appliance.
3.4 Any revised repayment terms after termination shall only be valid if expressly agreed in writing between the vendor and the Borrower.
3.5 In the event of termination of the Borrower’s employment whether through resignation, dismissal, redundancy, or retirement the full outstanding facility balance shall become immediately due and payable.
3.6 If the Borrower resigns or otherwise exits employment before the facility is fully repaid, the borrower shall remain personally liable for the outstanding balance and shall continue to make monthly repayments as per the agreed repayment schedule, unless otherwise agreed in writing with the vendor.
3.7 SLA through the HR of Anvil shield Holdings Limited reserves the right to recover any outstanding amount from terminal dues, including salary, leave pay, bonuses, gratuity, or any other payments due to the Borrower at the time of exit for purposes of settling the outstanding balance owed to the vendor
3.8 Where the terminal dues are insufficient to clear the facility, and unless a revised repayment plan is agreed upon in writing, the borrower shall repay the remaining balance directly to the Vendors account held by SLA within thirty (30) days of termination failure to which the vendor shall seek redress from a Court of competent jurisdiction and or switch off the devices until the outstanding balance is paid in full.
4. Interest
Interest shall accrue on the outstanding balance as follows:
• 8% per month on a flat basis for Facilities of six (6) months or less; or
• 7% per month on a flat basis for Facilities exceeding six (6) months.
SLA however reserves the right to vary the interest from time to time, at its sole discretion and within the limits permitted by law, the applicable interest rate upon notice to the Borrower.
The statement of SLA as to the rate, mode or amount of interest payable shall in the absence of manifest error, be conclusive.
5. Mode of payment
All repayments of principal, interest and charges shall be effected by direct deduction from the Borrower’s monthly salary until the Facility is repaid in full. Payments shall be made without set-off, counterclaim or deduction, save as required by law.
6. Other Costs/Fees
The Borrower shall pay or reimburse SLA on demand all expenses incurred by SLA in suing for or recovering of any sum due to SLA under this Agreement.
For high-risk items such as fridges, Televisions, Phones etc, the borrower may choose to insure them through Lucent Insurance Brokers at the borrower’s cost.
Delivery fees within Nairobi is free however the borrower will cater for the delivery costs if they reside outside Nairobi.
7. Events of Default
The Borrower will be in default under the terms of this Agreement if:
• The Borrower does not comply with the obligations under this Agreement.
8. Consequences of Default
If the Borrower defaults, :
a) The vendor may remotely restrict access to the financed appliance (s), including but not limited to smartphones and smart TVs, by activating a device lock feature.
b) SLA may terminate this Agreement by written notification to the Borrower, requiring him/her to pay the whole outstanding balance of the Borrower’s facility together with continuing interest, fees and costs. On the expiry of this notification, the vendor may take any legal steps to recover the Borrower’s outstanding amounts due to SLA.
c) Commence realization of the purchased appliance.
d) list the Borrower with any of the licensed credit reference bureaus in accordance with the prescribed laws;
e) take any legal steps or seek any legal redress available to it to recover the Borrower’s outstanding amounts.
9. Severability
Each of the provisions of this Agreement is severable and distinct from the others and if at any time one or more of such provisions is or becomes, illegal or unenforceable the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
10. Payments
No withholding - All payments made by the Borrower with respect to the Facilities, whether of principal, interest, fees, costs or otherwise, shall be made in full in immediately available funds, without set-off or counterclaim and free and clear of any deduction or withholding on account of tax or otherwise. If the Borrower is required by law to make any deduction or withholding from any payment under the Facilities, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, SLA receives a net sum equal to the sum it would have received had no such deduction or withholding been required.
11. Change of Circumstances
SLA reserves the right to review the terms of the Facilities including but not limited to the right to demand immediate payment of any amounts outstanding in respect of the Facilities:-
In the event of any change in applicable law or regulation or existing requirements of, or any new requirements being imposed by, the Central Bank of Kenya or any governmental, fiscal, monetary, regulatory or other authority the result of which in the sole opinion of SLA is to increase the cost to SLA of funding, maintaining or making available the Facility (or any undrawn amount thereof) or to reduce the effective return to SLA; and
If for any reason including, without limitation, the occurrence of Force Majeure events, it becomes unlawful or impossible for SLA to give effect to its obligations in respect of the Facilities or to fund or maintain the Facilities or any of the obligations expressed as being assumed by the Borrower.
12. Indemnities
The Borrower shall indemnify SLA on demand (without prejudice to SLA’s other rights) for any cost, expense, loss or liability sustained or incurred by SLA in consequence of:-
• any default or delay by the Borrower in the payment of any amount when due in respect of the Facilities; and
• the occurrence or continuance of any Event of Default or any event which, with the giving of notice and/or lapse of time and/or upon SLA making the relevant determination, would constitute an Event of Default.
13. Confidential Information and Data Protection
The Borrower agrees that vendor may utilize and disclose, any confidential and personal information provided by the Borrower in relation to the Facilities in the manner set out in this clause 13 provided that the recipient of such information is to treat in confidence any confidential information so disclosed to it. The Borrower further agrees that the vendor may disclose personal data and/or information relating to the Borrower or any Relevant Party outside SLA’s group whether such personal data and/or information is obtained after the Borrower ceases to be SLA’s customer or during the continuance of SLA-customer relationship or before such relationship for the purposes stipulated herein:-
a) for fraud prevention purposes;
b) for assessing the borrower’s creditworthiness and ability to repay the facility including;
c) to licensed credit reference agencies or any other creditor if the Borrower is in breach of the Borrower’s obligations to SLA and the Borrower agrees that such information may be used by other banks or institutions in assessing credit applications and for debt tracing;
d) to SLA’s external lawyers, auditors, auctioneers, debt collection agencies and sub-contractors or other persons acting as agents of SLA;
e) for marketing purposes related to offers of products or services of SLA or its affiliated and related companies;
f) to any person who may assume SLA’s rights under the Agreement;
g) to any regulatory, fiscal or supervisory authority;
h) if SLA has a right or duty to disclose or is permitted or compelled to do so by law; and
i) for purposes of exercising any power, remedy, right, authority or discretion relevant to the Agreement following the occurrence of an Event of Default, to any other person or third party as well.
By signing this Agreement, the Borrower voluntarily consents to the processing of their personal data provided to SLA in accordance with SLA’s data privacy policy and to the utilization and disclosure of the same in accordance with this clause 15.
SLA shall maintain physical, technical, and administrative safeguards to protect the Borrower’s Personal Data against unauthorized access, use, or disclosure during the period it is held by SLA.
14. Credit Reference Bureau Reporting
The Borrower confirms and agrees that SLA may at any time and at its sole discretion, carry out credit checks on them with the Credit Reference Bureau or any other relevant credit reference agency. The Borrower further confirms pursuant to this Agreement, that SLA may at its sole discretion supply such information as it deems appropriate including default by the Borrower, to the Credit Reference Bureau or any other relevant credit reference agency. This information may be used by Banks or institutions in assessing credit applications and for occasional debt tracing and fraud prevention.
15. Applicable Law
The Agreement shall be governed by and construed in accordance with the laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenyan courts.