ncba investment bank limited online share trading agreement

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, including the Schedule, the following

definitions shall have the following meanings:

“Securities”

NCBA Investment Bank Limited a limited liability company

incorporated under the provisions of the Companies Act

Chapter 486 of the Laws of Kenya in the Re- public of Kenya

and licensed as a Securities Trading entity under the Capital

Markets Act Laws of Kenya having its registered office at

Nairobi and care of Post Office Box 44599 Nairobi and includes

such Branch or Subsidiaries of the Securities as may from time

to time be specified by the Securities to the customer

“Trading Day”

A day on which the counters of the Securities are open for the

transaction of ordinary business;

“Branch”

A branch or branches of the Securities which may from time to

time be specified by the Securities to the Customer;

“OST

Account” means Online Share Trading Account, which shall be

the website provided by NCBA for Trading of securities.

“Channel”

Means all or any system, medium or channel (including

telephone and facsimile), whether Internet based or not, which

may be established by the Securities from time to time to enable

our customers access and trade and other services provided by

the Securities from time to time;

“Channel Services”

Means the provision by the Securities to you of access to one

or more Channels pursuant to the terms of this Agreement

enabling you to utilise one or more of the Product Services;

“Customer”

The Securities’ Customer whose details are set out in Part 1 of

the schedule.

“Customer Group”

The Customer and where the Customer is a company, its

holding company (if any) and their respective subsidiaries from

time to time;

“Deposit Account”

Any Bank Account with a credit balance.

“Password: NCBA Online”

The secret password known only to the Customer or the

Customer’s Nominated User for access to the System. The

Customer or its nominated user may change the password at

will.

“Pin: NCBA Mobile”

The 4 (four) digits provided to the Customer by Securities for

authentication/ verification by Securities of his /her identity.

The customer will be able to obtain a range of financial

information as determined by Securities related to his / her

relevant Account(s) through the use of PIN and such other

means of identification assigned to the Customer in connection

with the Account(s) and Facility.

“Nominated User(s)”

The representative or representatives of the Customer

authorised by the Customer to hold and change the Password

and hence to access the System and Service on behalf of the

Customer.

“Service”

Means such NCBA Mobile &/or NCBA Online Trading Service

specified in para- graph 5 of this agreement as the Customer

may from time to time subscribe to and “Services” shall be

construed accordingly and shall include channel services and

such other internet related services in this agreement.

“System”

The mobile / electronic services and communications software

enabling the Customer to communicate with Securities for the

purposes of the Service. The System Service will for the purpose

of this agreement be accessed through the mobile phone for

NCBA Mobile Services & through the internet via Securities’

website, www.ncbagroup.com or NCBA Online Banking.

“Request”

A request or instruction received by NCBA from the Customer or

purportedly from the Customer through the System and upon

which NCBA is, by virtue or subparagraph 4.1, authorised to act.

“Alert”

The customized messages sent either by short messaging

service / text (“SMS” over the Customer’s mobile phone, email,

or fax or any other modes of communication.

“The Facilities”

Means the communication line, modem connection or other

software, hard- ware or equipment provided and used by you

for the transmission and/or receipt of any

information sent electronically or by telephone for the purposes

of or in con- nection with any of the services.

“MSP”

Any mobile service provider through whom the Customer or

NCBA receives the mobile services as notified by NCBA.

“Mobile transactions”

Means NCBA Mobile Service or the performance of transactions,

payments etc. over the phone through NCBA’s secure system.

“Electronic Transaction”

Means NCBA Online Service or the performance of transactions,

payments etc. over the internet through NCBA’s secure website.

“Security Procedures”

Means the security measures and procedures set out in the

user guides and/ or Service Supplements (including without

limitation, provisions relating to customer identification and

user identification) and any other instructions we may give

concerning security from time to time.

“You” or “Customer”

Means the person who has signed this agreement and includes

any person authorised to give instructions on behalf of any

such person to us and “your” shall be construed accordingly.

NCBA INVESTMENT BANK LIMITED

ONLINE SHARE TRADING AGREEMENT

“Us”

Means NCBA and “we” and “our” shall be construed accordingly.

1.2 In this Agreement:

1.2.1 References to “NCBA” shall include NCBA Investment

Bank, its successors and assigns;

1.2.2 References to “the Customer” shall include the Customer,

its successors and permitted assigns and references

to a “subsidiary” shall mean a subsidiary undertaking

within the meaning of Section 154 of the Companies

Act, Cap 486 of the Laws of Kenya;

1.2.3 Where “the Customer” is more than one person,

references to “the Customer” shall include all and/or any

of such persons and the obligations of the Customer

shall be joint and several;

1.2.4 words in the singular shall include the plural and vice

versa and words importing any gender shall include all

other genders;

1.2.5 “Person” shall include a body of persons, corporate or

incorporate;

1.2.6 References to paragraphs, subparagraphs and

Schedules shall mean paragraphs, subparagraphs and

Schedules of this Agreement;

1.2.7 The Customer’s use of the Service is also governed by the

applicable current, savings, term and call and overdraft

accounts agreement(s) and the Bank’s General Terms

and Conditions which the Customer has already signed.

2 SYSTEM USAGE AND MATERIALS

2.1 NCBA will maintain the whole Mobile and Online system,

(hereinafter referred to as “the System”), as well as the

website, www.ncbagroup.com (hereinafter referred to

as “the Site”), to provide the Customer with information

about NCBA services and products, including the

NCBA Mobile Services & NCBA Online Services, and to

facilitate communication with the Bank. If, as a visitor

to the Site or the System, the Customer wishes to take

on the Service, they will be required to read the terms

and conditions of this agreement and their subsequent

use of the Site &/or System for purposes of the service

constitutes their agreement to all such terms and

conditions. However it should be noted that, visitors to

the Site &/or the System must first register to enable

them access any of the material under NCBA Online &/

or NCBA Mobile service.

2.2 Once NCBA has formally approved the Customer and

the Customer has been maintained as an authorised

user of the Service, the Customer will provide to

the System a unique, (PIN – Mobile Services) &/or

(identification and ID and a secret password – Online

Services), known only to the Customer, (and/or the

nominated user for Online Services), and then only shall

the Customer be afforded use of the Service. The (PIN)

&/or (ID and Password), will form a unique link to each

specific Customer’s profile(s).

2.3 Further services and profiles may be added from time

to time by NCBA and NCBA reserves the right to modify,

replace or withdraw any Service and/ or profile at any

time, for any reason whatsoever, without prior notice

to the Customer.

3 CUSTOMER’S RESPONSIBILITIES

3.1 The Customer shall at its own expense provide and

maintain in safe and efficient operating order such

hardware, software and other facilities (including access

to any public telecommunications systems), and any

communications network necessary for the purpose of

accessing the System and the Service.

3.2 The Customer shall be responsible for ensuring proper

performance of the phone &/or Facilities including any

losses or delays that may be caused by the MSP &/or

Facilities. NCBA shall neither be responsible for any

errors or failures caused by any malfunction of the

Customer phone &/or Facilities, and nor shall the Bank

be responsible for any virus or related problems that

may be associated with the use of the System / Phone,

the Service and the phone/Facilities. The Customer

shall be responsible for charges due to any service

provider providing the Customer with connection to the

internet and NCBA shall not be responsible for losses or

delays caused by any such service provider.

3.3 The Customer shall abide with any applicable

regulations and/or obtain all licences and contents

necessary to have access to and use of the System and

shall ensure that all persons it allows to have access to

the System shall comply with all laws and regulations

applicable to the use of the System and follow all

instructions, procedures and terms contained in this

Agreement and any document provided by the Bank

concerning the use of the System and Service.

3.4 The Customer shall prevent any unauthorised access

to or use of the phone /System and Service by way

of keeping their PIN &/or access code and Password

a secret at all times. The Customers shall ensure that

the PIN does not, &/or access code and Password do

not become known or come into possession of any

unauthorised person.

3.5 The Customer shall take all reasonable precautions

to detect any unauthorised use of the phone /System

and Service. To that end, the Customer shall ensure

that all communications from NCBA are examined and

checked by or on behalf of the Customer as soon as

practicable after receipt by the Customer in such a way

that any unauthorised use of and access to the phone/

System will be detected.

3.6 The Customer shall immediately inform NCBA by

telephone with a written confirmation sent the same

day in the event that:

3.6.1 The Customer has reason to believe that their PIN &/or

any Pass- word used by the Customer to gain access to

the Service and to communicate with NCBA is or may

be known to any person not authorised to know the

same and/or has been compromised; and/or

3.6.2 The Customer has reason to believe that unauthorised

use of the Service has or may have occurred or could

occur and a transaction may have been fraudulently

input or compromised.

3.7 The Customer shall not send or attempt to send any

Request to NCBA through their phone /System if the

Customer has reason to believe that for any Reason

such Request may not be received by NCBA or may not

be received accurately and intelligibly.

3.8 The Customer shall at all times follow the security

procedures notified to the Customer by NCBA from time

to time or such other procedures as may be applicable

to the Service from time to time including those that

may be contained in NCBA’s internet website; The

Customer acknowledges that any failure on the part

of the Customer to follow the recommended security

procedures may result in a breach of the Customer’s

profile confidentiality and may lead to unauthorised

transactions in accounts linked to the Customer’s

Service subscription with the Bank. In particular, the

Customer shall ensure that the Service is not used or

Requests are not issued or the relevant functions are not

performed by anyone other than a person authorised to

do so.

3.9 The Customer shall not at any time: Operate or use the

Service in any manner that may be prejudicial to NCBA.

3.10 For NCBA Online Services, The Customer understands

and accepts that it may link a business account or an

account requiring multiple signatures to the Customer’s

profile on this Service only if the Customer has sub-

mitted to NCBA an original written standing mandate

to the effect that NCBA is authorised to process

transactions not exceeding a certain specified amount,

and it will be the responsibility of the Customer to

ensure that no unauthorised persons have access to

these accounts.

3.11 NCBA shall be entitled and authorised to debit

the Customer’s accounts with the amounts of the

transactions effected via the Service as well as debit

the Customer’s account with the amount of any fees

applicable to the Service from time to time.

3.12 The Customer shall be responsible for the Acts and

Omissions for the use of the facility &/or of its nominated

user thus, NCBA shall not be responsible for any loss

that arises there from

3.13 The customer has the option of three (3) days before

executing this agreement to independently seek further

clarification other than from NCBA officials in relations

to this facilities or terms and condition noted in this

agreement.

4 INSTRUCTIONS BY CUSTOMERS

4.1 NCBA is irrevocably authorised by the Customer

to act on all Requests received by NCBA from the

Customer (or purportedly from the Customer) through

the System and to hold the Customer liable thereof,

notwithstanding that any such requests are not

authorised by the Customer or are not in accordance

with any existing mandates given by the Customer. If

the Customer requests NCBA to cancel any transaction

or instruction after a Request has been received by

NCBA from the Customer, NCBA may at its absolute

discretion cancel such transaction or instruction but

shall have no obligation to do so.

4.2 NCBA shall be entitled to accept and to act upon any

Request, even if that Request is otherwise for any reason

incomplete or ambiguous if, in its absolute discretion,

NCBA believes that it can correct the incomplete

or ambiguous information in the Request without

reference to the Customer being necessary.

4.3 NCBA shall not be obliged to accept or to act upon any

Request if to do so would require access to, action by, or

information from the Branch, or any subsidiary or NCBA

located in any jurisdiction where it is not a Working

Day at the relevant time when such access, action or

information is required or would cause a breach of any

existing mandate facility limit or agreement between

NCBA, the Branch and/or any subsidiary of NCBA

(as applicable) and the Customer. In the event that

NCBA does accept or act upon any such Request, the

Customer shall remain liable thereof.

4.4 For the purposes of carrying out any Instruction, you:

4.4.1 Authorise us to transmit payment instructions on your

behalf and to act for these purposes as instructing

financial institution (or procure any other institution

Member or third party so to act) You acknowledge

that we will be acting as your agent for the purpose

of transmitting or procuring the transmission of any

such Instructions and that we or any other institution

Member or third party being the recipient of any such

Instructions shall be authorised and entitled to act upon

them as if they had been given directly by you to such

recipient, and

4.4.2 Agree to authorise any relevant third party to provide

account and other information to us.

4.5 For the avoidance of doubt:

4.5.1 You agree that we are authorised to record all telephone

conversations made between us in writing or by tape or

other means as we may determine;

4.5.2 Where any Instruction is given by fax, email, or sms

followed by de- livery of the original Instruction, the

fact that the same had been given by fax, email or sms

and the date of the facsimile shall be annotated on the

original copy (where possible). In the absence of such

annotation, you agree that we shall not be liable for

any con- sequences Including (without limitation), In the

case of payment Instructions, any losses arising from

any duplication of payment or fund transfer, and

4.5.3 As between us, and in the absence of manifest error,

our records (whether in paper, electronic, data or other

form) of each Instruction or other communication with

you shall be conclusive evidence of the fact of receipt or

non-receipt of such Instruction or communication and

of the contents of an instruction or communication.

4.6 In the event of any conflict between any terms of

any Request from the Customer and the terms of this

Agreement, the terms of this Agreement shall prevail.

5 NCBA MOBILE SERVICES & ONLINE SERVICE AND

TRANSACTIONS

5.1 Services and Transactions Offered

Depending on the subscription applied for by the

Customer and approved by NCBA, the transactions

that a Customer is able to perform may vary. The

services and transactions allowed may include but are

not limited to the following:-

5.1.1 NCBA Mobile Services

• Obtaining account information like current

balances, mini statements and account activity.

• Change of password- done by the Customer.

• Internal Transfer of funds - between different

accounts of the Customer.

• Notifications on credit or debit transactions as

advised by Customer.

• Placing instructions buy and sell order of shares

and stocks.

5.1.2 NCBA Online Banking

• General Customer interaction- news, advice, NCBA

products etc

• Online application for NCBA products.

• Obtaining account information like current

balances, account activity and other details.

• Requests for change of Customer profile particulars

like phone number, address etc

• Change of password- done by the Customer.

• Placing instructions buy and sell order of shares

and stocks.

5.2 Customer Subscription

The Customer will subscribe for specific services and/

or transaction types and its profile shall be customised

to allow performance of only those Services subscribed

for.

5.3 Limits of NCBA Mobile Transactions

5.3.1 The Customer may transfer or effect a payment for any

amount subject to the provision on paragraph 3.10 of

this agreement, as long as the transaction does not

cause the balance in the deposit account to be less

than zero unless the Customer has either an overdraft

facility for the affected deposit account or a term

deposit account pledged with NCBA to cover excesses

that may arise in the affected deposit account from

time to time in which case the two accounts are linked

in the System for that purpose.

5.3.2 If the Customer has an overdraft facility or a term

deposit account linked to the payment deposit account,

the transfers and/or electronic bill payments using the

Service should not exceed the approved overdraft

facility or the pledged term deposit amount.

6 SERVICE CHARGES

6.1 The Customer shall pay or procure the payment of

our service tariffs, fees and charges (including any

cancellation fees or termination charges) for providing

the services and any software and system materials

provided or licensed by us to you in accordance with the

service charges agreement in addition to transaction

service charges applicable to various transaction types

as advised by the Bank from time to time. The charges

herein shall also apply to any legal or recovery fees

in relation to the account. The applicable legal fees

shall be as provided for in the Advocates Act and/

or Auctioneers Act or and other law(s) that shall be

applicable from time to time.

6.2 The Customer, whenever applicable, shall pay any tax

chargeable upon any sums payable by the Customer

to the Bank and also any other charges or duties levied

on the Customer or the Bank by any governmental or

statutory body relating to the provision of the Service.

6.3 NCBA is hereby irrevocably authorised from time to

time to debit any amounts payable by the Customer

under the provisions of subparagraphs

6.1 and/or 6.2 against any account in any currency

maintained by NCBA, the Branch and/or NCBA

subsidiaries (as applicable) in the name of the Customer.

In addition to the fees payable under this agreement,

the charges and fees applicable to the Customer’s

brokerage Accounts will apply.

7 EXCLUSION OF LIABILITY

NCBA will not be responsible or liable for:

7.1 Any indirect or consequential losses or economic loss or

loss of profit or business incurred by you in connection

with the services notwithstanding our awareness of the

possibility or likelihood of you incurring the same

7.2 Any loss in connection with any unforeseeable acts or

omissions or neglect acts on the part of our service

providers, contractors, agents or employees;

7.3 Any losses arising in connection with us acting upon

Instructions sent by you or by reason of us failing or

refusing to so act if, acting in good faith, in our opinion

there is or are reasonable ground(s) for such failure or

refusal (other than as caused by our gross negligence or

wilful default);

7.4 NCBA shall not be responsible for any loss suffered by

the Customer should the Service be interfered with or

be unavailable by reason of (a) any industrial action,

(b) the failure of any of the Customer’s facilities, or (c)

any other circumstances whatsoever not reasonably

within NCBA’s control including, without limitation,

force majeure or error, interruption, delay or non-

availability of the System, terrorist or any enemy action

equipment failure, loss of power, adverse weather or

atmospheric conditions, and failure of any public or

private telecommunications system.

7.5 Any losses caused as a result of or in connection with

any laws or regulations of countries where transactions

are settled or cleared where any negotiable instrument

or receivable is collected or any exchange control

restrictions which are imposed from time to time unless

caused by our breach of such laws and regulations;

7.6 If any losses suffered by you by reason of:

7.6.1 the shut-down or delay in the availability of the Mobile

Service Provider (MSP) &/or Website;

7.6.2 any viruses, Trojan horses, worms, logic software, other

bombs or other similar programs or routines (including

hacking) affecting any Website, Service or System

Materials; or

7.6.3 incomplete messaging

7.7 Any damages or losses arising from unauthorised

access to any Service by a third party using the PIN &/

or any Customer Identification or User Identification or

access code unless we have received prior notification

from you in accordance with the User Guides and/or

the relevant notification that no further access to the

relevant Service shall be granted to any person using

such Customer Identification or User Identification or

Access code with effect either from receipt of such

notification or such later date as may be specified In

such notification; or

7.8 The consequences of any misuse of any Channel &/or

Website by you, (or your Authorized Persons), or any use

of any Website or Channel by you, (or your Authorized

Persons), not related to any of the Services.

7.9 Without prejudice to clause 7.1 above, our maximum

aggregate liability to you for any claim arising from or in

connection with any Service is limited to the aggregate

amount of service charges paid by you for the relevant

Service in the three months preceding such claim.

7.10 Whilst we will use all reasonable endeavours to ensure

that all financial information available through the

Services is accurate when initially made available, we

shall not be liable for any loss incurred or damage

acts of vandalism, sabotage, terrorism, any other event

beyond the Bank’s control, interruption or distortion

of communication links or arising from reliance on

any person or any incorrect, illegible, incomplete or

inaccurate information or data contained in any Re-

quest received by the Bank.

7.11 Save as otherwise provided in this Agreement, all terms,

conditions and warranties implied by law regarding

the quality or fitness for purpose or otherwise of the

Services or the System Materials are excluded to the

fullest extent permitted by applicable law.

7.12 To be valid, any claim that you have against us under

the Agreement or otherwise in connection with any

Service or any ancillary service must or side agreement

of any kind with the Customer in connection with the

Service.

8 INDEMNITY

8.1 The Customer shall indemnify and keep NCBA

indemnified against (a) any damages and costs payable

to NCBA in respect of any claims against NCBA for

recompense for loss caused by (a), (b) and/or (c) of

subparagraph 7.4 where the particular circumstance is

within the Customer’s control; and

(b) any loss which may be incurred by NCBA as a

consequence of any breach by the Customer of the

terms of this Agreement

8.2 The Customer shall indemnify and keep indemnified

NCBA against any de- mand, claim or action relating to

or in connection with the Service, wheth- er directly or

indirectly, unless such demand, claim or action arose as

a direct consequence of the gross negligence or wilful

misconduct of NCBA or any of its employees.

8.3 The Customer shall indemnify and keep indemnified

NCBA against the following:-

8.3.1 All demands, claims, actions, losses and damages of

whatever nature which may be brought against the

Bank or which it may suffer or incur arising from its

acting or not acting on any Request or aris- ing from the

malfunction or failure or unavailability of any hardware,

software, or equipment, the loss or destruction of any

data, power failures, corruption of storage media,

natural phenomena, riots, party in favour of NCBA in

relation to any obligations of the Customer which may

arise if any Request from the Customer hereunder is

acted upon by NCBA.

8.3.2 Any loss or damage that may arise from the Customer’s

use, misuse, abuse or possession of any third party

software, including with- out limitation, any operating

system, browser software or any other software

packages or programs.

8.3.3 Any unauthorised access to the Customer’s accounts or

any breach of security or any destruction or accessing

of the Customer’s data or any destruction or theft of or

damage to any of the Customer’s equipment.

8.3.4 Any loss or damage occasioned by the failure by

the Customer to adhere to any terms and conditions

applicable to the Service and/or by supplying of

incorrect information or loss or damage occasioned

by the failure or unavailability of third party facilities

or systems or the inability of a third party to process a

transaction.

8.4 If for any reason other than a reason mentioned

in subparagraph 7.4 the Service is interfered with

or unavailable, the Bank’s sole liability under this

Agreement in respect thereof shall be to re-establish

the Service as soon as reasonably practicable or, at

NCBA’s option, to provide to the Customer alternative

banking facilities which need not be electronic facilities.

8.5 Save as provided in subparagraph 7.4, the Bank shall

not be liable to the Customer for any interference with

or unavailability of the Service, howsoever caused.

8.6 Under no circumstances shall the NCBA be liable to the

Customer for any loss of profit or anticipated savings or

for any indirect or consequential loss of whatever kind,

howsoever caused, arising out of or in connection with

the Service.

8.7 Except in respect of death or personal injury caused

by the negligence of the NCBA, NCBA shall be under

no liability whatsoever in respect of any terms of

this Agreement or their performance thereof or any

transactions effected by the Bank in response to any

Request:

8.7.1 In the case of any claim relating to a transaction, within

thirty (30) days from the date of the alleged transaction

on which such claim is based; and

8.7.2 In all other cases within one (1) year of the date of the

alleged action or inaction by NCBA on which such claim

is based.

8.8 All warranties and obligations implied by law are hereby

excluded to the fullest extent permitted by law.

9 AMENDMENTS

NCBA may amend the, or change the agreement at

any time. If the change adversely affects the Customer,

NCBA will give the Customer notice prior to the effective

date of the amendment.

10 TERMINATION

10.1 Notwithstanding anything contained in this agreement,

the agreement may be terminated at any time by either

party giving the other one calendar month notice,

PROVIDED that in the event of any change in any law

or the application thereof, or any other event which,

in the judgment of NCBA, would have the effect of

prejudicing NCBA should it continue with the rendering

of the Service to the Customer, NCBA shall be entitled

to terminate the agreement at any time without notice

to the Customer.

10.2 If the Customer terminates the agreement, NCBA

may continue to make transfer of funds and other

transactions that the Customer would have previously

authorized until such time as NCBA will have had a

reasonable opportunity to act on the Customer’s notice

of termination.

10.3 The termination of this Agreement shall not, in itself,

terminate or affect the relationship of NCBA Investment

Bank and Customer between NCBA and the Customer

10.4 Paragraphs 7, 11.3, 11.5 and 12 and shall survive

termination of this Agreement.

11. GENERAL PROVISIONS

11.1 The Customer shall not assign the benefit of this

Agreement or any rights arising hereunder without the

prior written consent of NCBA.

11.2 No waiver by NCBA of any breach by the Customer of

any of the terms of this Agreement shall be effective

unless it is an express waiver in writing of such

breach. No waiver of any such breach shall waive any

subsequent breach by the Customer.

11.3 The Customer acknowledges:

11.3.1 That it has not relied upon any representation, warranty,

promise, statement of opinion or other inducement

made or given by or on behalf of or purportedly by

or on behalf of NCBA in deciding to enter into this

Agreement; and that

11.3.2 No person has or has had authority on behalf of

NCBA whether be-fully liable to NCBA for any breach

of the provisions of this paragraph by yourself, your

nominated user, your employees, your agents and/or

sub-contractors.

11.4 This Agreement supersedes all prior agreements,

arrangements and understandings between the parties

and constitutes the entire agree- ment between the

parties relating to the subject matter hereof. For the

avoidance of doubt, nothing herein shall vary, discharge

or in any other be notified to us within thirty (30) days

after you have become aware or way affect or prejudice

any security granted by the Customer or any third

should have become aware of the facts on which it is

based. For the avoidance of doubt, any other limitation

of liability contained in any shall be in addition to and

shall not derogate the above

11.5 Any notice required to be given in writing under this

Agreement and/or the schedules or parts of this

Agreement shall be sufficiently served if sent by

registered post, stamped and properly addressed;

11.5.1 To the Manager of the Branch or of NCBA at the address

of the Branch or NCBA set out in Part II of the schedule

if to be served on NCBA; or

11.5.2 to the Customer at the address given for the Customer

in Part I of the schedule to this Agreement, if to be

served on the Customer.

12 CONFIDENTIALITY AND DISCLOSURE

12.1 You undertake to maintain the confidentiality of the PIN

&/or its ID, access code and Password and any other

information and materials of any nature supplied to it/

you by the Bank in relation to the Service. You agree

to notify your nominated user, agents, employees and/

or sub-contractors of the provisions of this paragraph

and to impose this confidentiality requirement on its

nominated user, agents, employees and/or sub-con-

tractors entering into separate agreements, if necessary.

You shall be

12.2 You authorise us to collect, retain and use personal

information about you for certain purposes as detailed

in such data protection and privacy policies as NCBA

may issue from time to time.

12.3 You agree that we are authorised to disclose any

necessary information (including any personal data)

regarding you and the status of your ac- counts

(including deposit accounts) with us or any NCBA

Member obtained under this Agreement or any other

agreement with us or with the brokerages member to

any or all of:

12.3.1 Your holding company or any other group company of

yours;

12.3.2 Any office/branch/division of any of the NCBA member;

12.3.3 Any agent, contractor or third party provider or

service provider or professional adviser who provides

administrative, telecommunications, computer,

payment, collections, security, clearing, credit reference

or checking, or other services or facilities to us in

connection with the operation of our business;

12.3.4 Any person to whom we are required to make disclosure

to under the requirements of any law, regulation or

practice;

12.3.5 Any financial institution with which you propose to have

any deal- ings, and

12.3.6 Any actual or proposed participants or sub-participants

in, or assignee, novatee or transferee of, any of our

rights in relation to you: and to use such information

in connection with the administration and operation of

the Services.

13 INTELLECTUAL PROPERTY RIGHTS

13.1.1 The Customer acknowledges that the intellectual

property rights in the System (and any amendments

or enhancements thereto from time to time) and all

associated documentation that NCBA provides to the

Customer through the System or otherwise are vested

either in NCBA or in other persons from whom NCBA

has a right to use and to sub-license the System and/

or the said documentation. The Customer shall not

infringe any such intellectual property rights.

13.1.2 The Customer shall not duplicate, reproduce or in

any way tamper with the System and associated

documentation without the prior written consent of

NCBA.

14 DISCLOSURE

14.1.1 The customer(s) agrees and consents that NCBA may

disclose any information in the possession of NCBA

relating to account details to any and all agents used

by NCBA in the course of the operation of the account

including but not limited to agents appointed by NCBA

to manage the ac- count.

14.1.2 The customer(s) agrees and consent that NCBA may

disclose any information in the possession of NCBA

relating to this application and or ac- count to any third

party (including other institutions licensed under the

Laws of the Republic of Kenya and Credit Reference

Agencies) if in NCBA’s opinion such disclosure is

necessary for the purpose of evaluating any application

made to NCBA by customer(s) maintaining an account

with NCBA or for other purposes but within the strict

confinements of the laws of Kenya.

14.1.3 The customer(s) agrees and confirm that NCBA may

disclose any information in the possession of NCBA

relating to this account details of the account holder

to any third party (including other institutions licensed

the laws of the Republic of Kenya and Credit Reference

Agencies) for the purpose of evaluating the applicant(s)

credit worthiness or for any other lawful purpose.

14.1.4 The customer (s) consents that NCBA may obtain any

information relating to the customer from any third

party including Credit Reference insti- tutions licensed

under the laws of the Republic of Kenya if in the NCBA’s

opinion such disclosure is necessary for the purpose

of evaluating any application made to NCBA by the

customer or for any other purpose as maybe prescribed

by any existing law.

15 GOVERNING LAW

i. This Agreement shall be governed by and shall be

construed according to the Laws of Kenya.

ii. The parties hereby irrevocably submit to the jurisdiction

of the Courts of Kenya, but NCBA shall be at liberty to

enforce anywhere a judgment in any jurisdiction where

the Customer carries on business or has any asset.

16 BANK DETAILS

The following are the customer’s bank details. NCBA

Investment Bank will make payments to this account

for all customer’s requests initiated using online share

trading and mobile platforms.

Bank Name:

Bank Branch Name:

Account Name:

Account Number:

ACCEPTANCE

I/we have read and fully understood the terms and

conditions governing the use of NCBA Mobile &/or

NCBA Online services offered by NCBA Investment

Bank Limited and I/We hereby accept them and will

abide by them. I/we further confirm that we have

independently verified the terms and conditions noted

above and where necessary we have consulted other

persons independent from the Bank’s officials.

(Name)

(Signature)

ID Number:

Affix company seal (if a company)

Incase of joint account order.

(Name)

(Signature)

ID Number:

THE SCHEDULE

Part I

The Customer (in case of limited companies, please execute

according to the memorandum and articles of association)

Customer Name:

Customer Known Address:

Part II

The Bank

Postal Address: Post Office Box 44599 – 00100 Nairobi Title of

Contact: The Executive Director, Brokerage

www.ncbagroup.com

NCBA INVESTMENT BANK IS REGULATED BY THE CAPITAL MARKETS AUTHORITY

Go for it

NCBA INVESTMENT BANK LIMITED

ONLINE SHARE TRADING AGREEMENT