Introduction

The Client’s relationship with Capital A Investment Bank (CAIB) is governed by Kenyan law and the terms and conditions outlined below. From time to time, CAIB may issue written notices to modify these terms.

2. Interpretation

2.1 Terms in these conditions have meanings defined in the relevant rules and legislation, unless stated otherwise.

2.2 References to any Act, rules, or regulations include amended, re-enacted or updated versions and related orders.

2.3 These Conditions apply to all investment activities conducted with or on behalf of the client by CAIB. They are subject to any term sheet or agreements with CAIB, alongside:

• Applicable Kenyan and foreign laws.
• Rules and directives from regulatory authorities.
• Money laundering regulations and statutory requirements.
• Relevant exchange, rules, regulations and clearing institution rules.

3. Definitions

In this Agreement, unless the context indicates otherwise, the following terms have these meanings:

 

“Active Account” means an account on which one transaction was performed (withdrawal, deposit, transfer or rollover) within two years through CAIB.

 

“Application Form” means a form completed by the Client to request the opening of an Investment Account with CAIB.

 

“Attorney” means a person appointed under a Power of Attorney to manage the Client’s Investment Account and introduced to CAIB by the client.

 

“Authorized Signatory” means a client or any person authorized by the Client, notified in writing to operate the Investment Account and can include duly appointed Attorney of the Client.

 

“Business Day” means any day which is not a public holiday, Saturday, or Sunday; the next Business Day follows if it falls on such a day.

 

“CDS” stands for the Central Depository System. This is a computer system operated by The Central Depository and Settlement Corporation that facilitates holdings of shares in electronic accounts, opened by shareholders and manages the process of transferring shares traded at the Nairobi Stock Exchange.

 

“CDSC” stands for Central Depository and Settlement Corporation which is a limited liability Company approved by the Capital Markets Authority to provide automated clearing, delivery and settlement facilities in respect of transactions carried out at Nairobi Securities Exchange.

 

“Client” means any individual, company, group, legal entity or institution holding an Investment Account with CAIB.

 

“Clients’ Account” means a designated fiduciary account established by CAIB and is used solely for client-related transactions. Any funds deposited into the Clients’ Account shall be held in trust, segregated from the CAIB’s proprietary accounts, and shall be used solely for the purposes specified by the client or as required to fulfil contractual obligations.

 

“CMA” means the Capital Markets Authority, the statutory agency regulating capital markets in Kenya.

 

“CAIB” means Capital A Investment Bank Limited, of P.O. Box 29726, 00100 Nairobi Kenya having its registered office at Mayfair Suites 4th Floor, Parklands Road, Nairobi, which expression shall include without limitation its permitted successors in title and assigns.

 

“Dormant Account” means an account on which none of the following transactions has been performed: withdrawal, deposit, transfer rollover for a period of five (5) years. The transactions carried out by CAIB on customer accounts, such as deducting fees or crediting interest, are not considered transactions that activate the account.

 

“Fees” means costs, charges and/or expenses chargeable to the Client by CAIB in relation to any service provided under these Terms and Conditions.

 

“Foreign Currency” means a currency denominated other than in Kenya Shillings.

 

“Inactive Account” means a Client Account that has not had any transactions for a continuous period of three (3) years.

 

“Instructions” mean a request by the Client, an agent, Authorized Signatory and or Attorney to CAIB to make any purchase and or sell on his/her behalf various Investments into or from the Investment Account, or to make payments or transfers out of the Investment Account or to provide any additional service(s) thereto. The Client authorizes CAIB to accept Instructions in relation to the Investment Account communicated by the Client verbally and/or any of the Authorized Signatories through physical their provided recorded e-mail.

 

“Investment Account(s)” means an Account opened by the Client with CAIB for investment transactions.

 

“Financial Advisor(s)” refers to a financial professional who acts in the capacity of a relationship manager providing advice to high-net-worth individuals, families, or institutions. They serve as primary contacts for clients, understanding their financial aspirations, risk tolerance, and time horizons to construct bespoke investment portfolios.

 

“Investment(s)” means all financial products, instruments, or services offered, arranged, facilitated, or brokered through CAIB, either directly or through its authorized representatives. This includes, but is not limited to stock broking services, private placements, securities trading and execution, investment advisory services, collective investment Schemes (such as Unit Trusts) and/or fixed income instruments, and Offshore Investments.

 

“Issuer” means a party for whom CAIB acts as placement agent for any security.

 

“Joint Tenants with Rights of Survivorship (JTWROS)” refers to a form of joint ownership of property or investments where two or more individuals hold equal, undivided interests in the asset, and upon the death of one joint owner, their interest automatically passes to the surviving joint tenant(s) by operation of law, rather than through a will or the law of intestate succession.

 

Clients are advised to seek independent legal advice as the enforceability of JTWROS provisions may be subject to Kenyan succession law.

 

“Mandate” refers to the authority granted by the Client to CAIB to operate the Investment Account in accordance with the instructions provided in the Account Opening Application Form and any subsequent written instructions accepted by CAIB. For joint accounts, the mandate may specify whether instructions may be given by either party individually (“AND/OR”) or jointly by all account holders. CAIB will act strictly in accordance with the mandate provided and shall not be liable for acting on instructions given in line with the specified signing authority. Unless revoked or amended in writing and confirmed by CAIB, the mandate remains valid and binding for all account operations, including transactions, payments, and communications.

 

“NSE” means the Nairobi Securities Exchange, the platform whereby public security trades occur in Kenya.

 

“Qualified Investor” means an individual with an annual income or net worth (excluding their primary residence) of not less than Ten Million Kenya Shillings (KES 10,000,000). The investor has the sophistication and financial capacity to handle the risks of complex, unregistered offerings.

 

“Specific Terms and Conditions” means additional terms published by CAIB related to specific products or services.

 

“Statement” means a record prepared by CAIB from time to time reflecting the number and nature of transactions and activities which have been made in and out of the Investment Account(s).

 

“Terms and Conditions” means these general terms and conditions.

 

“Trust” means an arrangement giving fiduciary control of property to a fiduciary for beneficiaries’ benefit.

4. Powers and Authorities of CAIB

4.1 CAIB is authorized to engage in transactions on behalf of the client in Kenya and, where legally allowed, in foreign countries for investments including securities, listed and unlisted financial instruments warrants to subscribe for the investments referred to herein above; depository receipts or other instruments, unit trusts, and similar products, as well as any other financial instruments or transactions mutually agreed upon with the client in writing.

4.2 The applicant(s) will be treated as the client for all transactions, and CAIB will comply with money laundering laws by verifying the client’s identity and funding source and recording evidence.

4.3 Unless otherwise expressly agreed in writing with the Client, CAIB reserves the right to act as an agent, a principal, or a combination of both when executing transactions on the Client’s behalf. In such cases, CAIB may issue separate contract notes or confirmations to reflect the nature of each role in the transaction. The capacity in which CAIB is acting will be disclosed to the Client in accordance with applicable regulatory requirements.

4.4 While CAIB endeavors to provide relevant information, any advice, opinions, or recommendations provided by CAIB are given in good faith and do not constitute guarantees of future performance. The Client remains responsible for their own investment decisions. CAIB’s liability for advice shall not be excluded to the extent prohibited by applicable law or CMA regulations.

4.5 If CAIB provides advice to the client, it shall not be required to ensure that such advice considers any research or other recommendations as may be published by CAIB from time to time, or any information known to other areas within CAIB but not known to the CAIB office dealing directly with the client. CAIB shall not be obliged to provide the client with copies of any such publication, either at the same time as it is provided to third parties or at all. CAIB may, subject to the applicable regulations, affect its account transactions at any time in Investments which are or have been the subject of such advice and/or publications, or any related Investments. No research shall constitute an offer by CAIB to buy or sell any Investment. The client should read and consider carefully any disclosures or disclaimers which appear in published research.

4.6 CAIB will take all reasonable steps to obtain the best possible result for the Client when executing orders, having regard to price, costs, speed, likelihood of execution and settlement, size, nature, and any other consideration relevant to the execution of the order. For Global Markets transactions, CAIB’s best execution obligations apply subject to the rules of the relevant foreign exchange or execution venue. CAIB maintains an Order Execution Policy which is available on request.

4.7 Clients understand that transactions are subject to regulations and acknowledge that CAIB may take necessary actions in response to any exchange or clearing house actions that affect a transaction. CAIB is not responsible for losses caused by such actions.

4.8 CAIB is not required to take any actions that would violate regulations and may take necessary steps without notice to comply with applicable regulations, which the client must accept as binding.

5. Investment Objectives and Risk Disclosures

5.1 Prior to facilitating any investment transaction, CAIB shall conduct a suitability assessment of the Client based on information provided in the Application Form, including the Client’s investment objectives, financial situation, and risk tolerance. The Client acknowledges their responsibility to provide accurate and complete information to enable CAIB to make this assessment. It is recommended that the client consults their own advisors regarding legal, regulatory, tax, or other applicable matters.

5.2 CAIB may engage in transactions involving Investments with limited or potentially restricted markets. These Investments can be challenging to trade and difficult to price accurately.

6. Formal Communication

6.1 Any communication from CAIB to the client will be sent to the address provided in the Application Form and is considered received as follows:

• Hand delivered in person.
• Sent by first-class registered post/courier or via email.

6.2 Any communication and/or instructions to CAIB must be made via recorded voice call on a designated official company phone number or in writing by email. These communications should be addressed to the Client’s respective Investment Advisor.

7. Client’s Instruction(s), Authorization and Acknowledgments

7.1 The client authorizes CAIB to act on all instructions related to their Investment Account, provided that where instructions conflict, CAIB reserves the right to seek clarification from the Client before acting.

7.2 Instructions given to CAIB are binding upon transmission.

7.3 The client authorizes CAIB to hold investments delivered or bought for their account as their assets on their behalf. If CAIB sells and reinvests proceeds, those funds will be held similarly.

7.4 The client may cancel instructions before CAIB acts on them, but once CAIB has acted, cancellations may not be possible if third parties are involved.

7.5 Client instructions received from any unregistered or unofficial email address may not be accepted or acted upon, and CAIB shall not be held liable for any delays, losses, or missed opportunities resulting from such communications.

7.6 Clients are responsible for ensuring that their registered email address remains current and secure. Any updates to contact details must be formally communicated to CAIB in writing and acknowledged before taking effect.

7.7 CAIB is not liable for any damage, loss, cost or expense resulting from instructions not provided in writing by the Client.

7.8 CAIB’s communications are deemed delivered when a delivery receipt is received for emails or after five days for registered mail, if properly addressed.

7.9 To ensure compliance, CAIB may record phone calls with clients, with or without a tone warning. These recordings are property of CAIB and can be used as evidence in legal proceedings.

7.10 CAIB may use these recordings and transcripts for managing and operating the clients’ portfolios.

7.11 To maintain operational integrity and ensure secure, auditable communication, CAIB does not accept instructions or official communications via WhatsApp, SMS, or any other private or third-party messaging applications. All client instructions must be submitted via official CAIB email addresses or through our business phone voice communication system. Any communications or instructions sent via unofficial channels will not be recognized or acted upon by CAIB staff. Clients are encouraged to use the approved channels to avoid delays, miscommunication, or the risk of instructions being disregarded.

8. Cut-off Times

To ensure timely processing of transactions and trading, clients are advised to adhere to the following cut-off times for submitting instructions and making payments. All times listed are local to the relevant jurisdiction unless stated otherwise.

8.1 NSE

• Trade Instruction Cut-Off Time: 15:00 (EAT)
• Settlement Period: T+3 business days from the date of trade execution.

8.2 Dhow Central Securities Depository (CSD)

• Treasury Bills Bid Submission Deadline: Wednesday by 17:00 (EAT).
• Payment Due: By the following Monday 11 a.m.
• Treasury Bonds Bid Submission Deadline: Varies per issue and will be communicated accordingly.

8.3 Private Issue Corporate Debt Investments

• Instruction Cut-Off Time: by 14:00 (EAT)
• Note: While instructions may be received later, timely settlement is not guaranteed beyond this time.

8.4 Global Markets Investments

• Investment Execution: Typically executed as soon as funds are received and cleared.

8.5 Cash Transfers

• Local Transfers: 16:30 (EAT)
• International Transfers: USD Transfers: 13:00 (EAT)

8.6 Unit Trust: 09:00 (EAT)

8.7 NSE Stock Trades: 09:00 to 14:45 (EAT)

Instructions or payments received after the specified cut-off times outlined in Sections 8.1 to 8.7 shall be deemed to have been received on the next business day for processing purposes. Consequently, execution or settlement may be delayed accordingly. Clients are therefore strongly encouraged to adhere to the stated deadlines to avoid processing delays.

9. Authorized Signatures/Signatories

The client will provide CAIB with specimen signatures of all authorized individuals to operate the account. Unless otherwise agreed, all signatories are authorized to withdraw the portfolio’s securities and open additional accounts in the client’s name. In the event the surviving account holder wishes to add a further account holder, who wishes to invest, the potential account holder shall be subject to KYC compliance.

10. Joint Accounts

All joint accounts opened with two or more people are operated as per CAIB’s policy with JTWROS. Upon the passing of one account holder, and documentation showing the death of the holder, the account immediately goes to the surviving holder(s) bypassing any requirement of a will or probate. Any assets held in joint ownership under this account shall not form part of the estate of any individual account holder for purposes of succession.

Upon the death of a joint account holder, the surviving holder(s) must provide CAIB with a certified copy of the death certificate and any other documents CAIB may reasonably require before the account is transferred. CAIB reserves the right to freeze the account pending receipt of satisfactory documentation.

11. Accounting and Statements

11.1 CAIB will provide a Transaction Advice for each transaction made on behalf of the client electronically within twenty-four (24) hours.

11.2 The client agrees that any statement or certificate or Transaction Advice not objected to within seven (7) days of receipt will be deemed approved and cannot be challenged thereafter.

11.3 The client should verify all documents or notifications received from CAIB and notify CAIB in writing of any discrepancies within 48 hours of receipt. Without such notification, the documents will be considered final unless there is an evident error.

11.4 Valuations are provided for the client’s information only and are not intended for unregistered persons. CAIB disclaims liability for how the client uses these valuations. The client should consult their external advisors regarding the use of valuations for investment purposes.

12. Offshore Investments

12.1 CAIB may, where permitted by regulations, buy, sell, and engage in transactions involving Offshore Investments (investments primarily listed or traded outside Kenya).

12.2 Transactions in Offshore Investments are subject to the relevant laws and regulations governing those investments in the country of jurisdiction and registration. CAIB will charge an Access Fee of 2.00% for the client’s Offshore Investments in the event the Client does not hold Private Wealth, investments in which will be paid for by or recouped from the client.

12.3 Offshore Investments may be illiquid and carry significant risks. Their value or income they generate can fluctuate and can be impacted by exchange rate fluctuations. The client acknowledges being informed of these risks and, where applicable, receives risk disclosure documents, and accepts that such risks may result in financial loss.

12.4 The Client has expressed their intention to commence investment and trading in stocks, bonds, collective investments and related investments both in Kenya and outside Kenya.

12.5 The Client certifies that they are mentally fit, have sufficiently been informed on the risks of investments in equity, debt and other financial instruments and further acknowledges that they are a Qualified Investor and all funds invested have been earned through legitimate sources and that they have not been solicited to place funds. The Client assumes all the risks of participating in any/all investments through the CAIB and the various platforms and custodians that are used to trade securities.

12.6 The Client hereby acts for themselves, their executors, administrators, heirs, next of kin, successors, and assigns and hereby waives, releases, and discharges CAIB and their respective directors, officers, employees, agents, contractors, partners, shareholders, successors, assignees, representatives from all liability, including but not limited to, liability arising from any losses suffered as a result of the Client’s chosen investment options.

12.7 The Client acknowledges and unconditionally releases and forever discharges CAIB to the maximum extent permissible under law from any liability relating to losses made as a result of the Client’s choice of investments.

13. Payments

13.1 Funds deposited by the client or by CAIB on the client’s behalf into the Clients’ Account will only be paid to the client’s name or to bank accounts in the client’s name, as specified in the application form, upon receiving the client’s instruction.

13.2 By signing below, the client indemnifies and holds CAIB and its authorized agents harmless from any claims, costs, losses, liabilities, or expenses arising from acting on the client’s payment instructions.

14. Material Interests and Relationships

14.1 CAIB is involved in various activities, including investment guidance, capital markets, securities issuing, trading, research, and investment administration. The client understands that CAIB may have a material interest or relationship with other parties in transactions. In managing such situations, CAIB shall act in accordance with its formal Conflicts of Interest Policy, which sets out the procedures and controls implemented to identify, manage, and disclose potential conflicts of interest.

14.2 CAIB shall not be liable to account to the client for any profit, commission, spread or remuneration made or received from management fees, administrative fees, rebate fees or by reason of such transaction or service, nor shall CAIB be prevented by its relationship with the client from earning any such profit, commission or remuneration and CAIB’s charges under these or any other Terms and Conditions or Mandate entered into with the client shall not, unless otherwise provided, be abated thereby.

14.3 By accepting these Terms and Conditions the client agrees that CAIB may transact such business or perform other services for the client with the client’s knowledge. CAIB may provide advice and other services to third parties whose interests may be in conflict, in relation to the fiduciary duty owed to the client.

14.4 Additionally, CAIB may:

• Be involved in issuing relevant securities.
• Hold securities through underwriting.
• Underwrite the issue or sale of securities.
• Trade securities for its own account, holding long/short positions as it deems fit.
• Engage in corporate finance activities related to securities.
• Manage Collective Investment Schemes that are publicly offered.
• Manage private segregated funds on behalf of high-net-worth individuals.

15. Fees and Charges

There are fees, costs, charges, and/or expenses chargeable to the Client by CAIB in relation to any service provided under these Terms and Conditions. A table highlights the current charges for Investment Products below:

Investment Product	Management Fee (%) p.a.
Rejesha Money Market Fund (KES)	2.00%
Rejesha Money Market Fund (USD)	2.00%
CAIB Global Markets	2.00%
Government Bonds	0.50%
Eurobonds	1.00%

 

• Insufficient Funds: If a client’s account lacks sufficient balance to cover outstanding Management Fees, these fees will be automatically deducted from the first available coupon payment. This deduction will occur irrespective of the currency of the coupon payment.
• Partial Deductions: If the outstanding Management Fees exceed the amount of the first available coupon payment, the entire coupon payment will be applied toward the outstanding balance. Subsequent coupon payments will continue to be used in full to offset the remaining balance of the Access Fees until they are fully settled.
• Management or Advisory Fees: Where applicable, fees charged for ongoing advisory, structuring, or overseeing portfolio services.

All such fees earned by CAIB are fully disclosed and are separate from any charges borne by the client for transactions, custody, or settlement. These fees are part of CAIB’s commercial operating model and are not to be construed as taxes or regulatory levies payable by the client. Clients remain solely responsible for their own tax obligations arising from investment activity. CAIB shall not be liable for any losses, delay or inconvenience arising from such deductions nor shall CAIB be required to provide prior notice before effecting such deductions.

16. Client Account Statements

16.1 CAIB will provide the client with a monthly/quarterly/annual statement via the registered email address on record.

17. Liability and Indemnity

17.1 CAIB shall not be liable for any claims, losses, liabilities, costs, expenses, or damages arising in the operation of the Client’s account, EXCEPT where such claims, losses, or damages are directly and solely attributable to the wilful default, fraud, or gross negligence of CAIB.

17.2 If the client instructs CAIB to buy or sell a security, CAIB will make reasonable efforts to do so within a reasonable timeframe but is not liable for any loss or expense caused by delays or changes in market conditions prior to the transaction being completed.

17.3 CAIB is not liable for any claims, losses, or damages (whether direct, indirect, or consequential) caused by the failure of external parties or agents to deliver documents sent by CAIB. CAIB is also not liable for any loss, costs, or damages arising from these Terms and Conditions or their termination.

17.4 Nothing in these Terms and Conditions shall exclude or restrict any obligation which CAIB has under the applicable regulations in relation to the Client, or any liability which CAIB may incur under the applicable regulations in respect of a breach of any such obligation. Nor shall anything in these Terms and Conditions require the client to indemnify or compensate CAIB to any extent prohibited by the applicable legislation.

18. Power to Sell out or Close Transaction

If CAIB determines the client has failed to perform or is unlikely to fulfil their obligations, CAIB may, without consulting the client:

• Cancel any or all outstanding transactions immediately.
• Sell or liquidate any of the Client’s investments held by CAIB where the Client has failed to settle a transaction or remedy a default within the time period specified by CAIB (which shall not be less than two (2) Business Days unless market conditions require immediate action). CAIB shall not be liable for any loss arising from a sale conducted in good faith under this clause, provided CAIB has acted without fraud or wilful default.
• Close, reverse, replace any transactions, or take any actions CAIB deems necessary to mitigate its loss or liability, and ensure payment of any amounts owed by the client.

19. Set off and Lien

19.1 CAIB may at any time retain or deduct amounts from balances owed to the client or held on the client’s behalf to cover any liabilities the client owes to CAIB, or that CAIB has incurred on the client’s behalf under these Terms and Conditions. CAIB may also retain any of the client’s assets in its possession, which are considered pledged to CAIB, and sell them to apply the proceeds toward the client’s liabilities (whether actual or contingent) due to CAIB.

19.2 For clarity, the provisions in paragraph 19.1 also apply to the proceeds from any sale or position closure as mentioned in paragraph 18.

20. Confidentiality

20.1 CAIB agrees to keep all information received under these Terms and Conditions confidential and will not disclose it to third parties, except as permitted by these Terms or as required by law or regulation. However, the client acknowledges that CAIB may: share the client’s information with its professional advisors for services related to these Terms; use and disclose information that is publicly available; reveal the client’s identity to transaction counterparties as CAIB sees fit.

20.2 The client agrees to maintain confidentiality of all information received under these Terms and Conditions and not to disclose it to third parties, except as allowed under these Terms or as required by law or regulation.

21. Termination

21.1 Either party may terminate these Terms and Conditions at any time without penalty by providing written notice to the other, as per these Terms. Termination does not affect any outstanding orders, transactions, or legal rights and obligations that have already arisen, which will remain in effect.

21.2 CAIB will not initiate any transactions on the client’s behalf after receiving notice of termination, unless instructed otherwise by the client.

21.3 If the client is an individual, their death will not terminate these Terms until CAIB receives notice of termination from the client’s estate representative. These Terms will remain binding on the client’s personal representatives regardless of the type of Client.

22. Force Majeure

In the event of any failure, delay, or interruption in CAIB’s performance due to circumstances beyond our control, including but not limited to natural disasters, industrial disputes, actions or regulations of governmental bodies, investment exchanges, or clearing houses, or issues with telecommunication, postal, or computer services, CAIB will not be liable to the client or any other party for any direct, indirect, or consequential loss, damage, or cost.

23. Client Warranties

23.1 The client, if a body corporate or registered business, confirms it is properly registered and validly exists under the laws of its jurisdiction, has full authority to enter these Terms and Conditions, and can perform all related transactions. The client has taken all necessary actions, including obtaining the required consents and registrations, to authorize these Terms. The execution of these Terms will not breach or default on any other agreements the client is bound by.

23.2 The client will make the necessary arrangements to fund the account within the required period as per the Capital Markets Act.

23.3 The client’s financial information provided to CAIB is complete, accurate, and not misleading. The client will immediately notify CAIB of any material changes in such information.

23.4 All investments delivered to CAIB under these Terms are free from any liens or charges.

23.5 The client will comply with all applicable laws and orders, ensuring non-compliance does not affect their ability to perform obligations under these Terms.

23.6 AML and Financial Crime Compliance

23.6.1 The Client warrants that all funds invested or transacted through CAIB originate from lawful sources and do not constitute proceeds of money laundering, terrorism financing, tax evasion, or any other criminal activity.

23.6.2 CAIB reserves the right to delay, decline, or reverse any transaction where it suspects, in good faith, that such transaction may involve proceeds of crime or may breach applicable AML/CTF laws, without incurring any liability to the Client for such delay or refusal.

23.6.3 CAIB is required by law to report suspicious transactions to the Financial Reporting Centre. The Client acknowledges that CAIB is prohibited by law from notifying the Client of any such report.

23.7 The client will not use CAIB’s name without prior written approval from CAIB or the relevant company.

24. Private Issue Debt Securities and Investment Acknowledgment

24.1 By choosing to invest in privately issued Short or Medium-Term Promissory Notes (“Notes”), the Client acknowledges and agrees that these Notes are not registered with the Capital Markets Authority of Kenya (CMA) and are being offered pursuant to private placement exemptions in accordance with Section 21 of the Capital Markets (Securities, Public Offers, Listings and Disclosures) Regulations, 2002 (as amended in 2016). The Client further acknowledges that neither the CMA nor any other regulatory authority has reviewed, approved, or endorsed the Notes or the accompanying Private Placement Memorandum (“PPM”).

24.2 The Client acknowledges that the Notes are offered on a private placement basis to a limited number of Qualified Investors and are generally unsecured obligations of the Issuer. The Notes may, in certain instances, be supported by third-party guarantees, insurance, or letters of credit; however, the Client understands and accepts that CAIB does not guarantee the repayment of principal or interest related to any such Notes.

24.3 The Client confirms that they are a Qualified Investor for corporate debt instruments. The Client acknowledges that each issuance of Notes is supported by a PPM which they have either read in full or voluntarily waived the right to review. If the Client continues to hold any Note beyond its initial term, the Client understands that they are solely responsible for reviewing and evaluating the Issuer’s then-current financial condition. The Client further confirms that they have sought independent legal, tax, and financial advice as necessary, and fully understand the risks associated with this privately issued investment, as some Notes are Secured, while other Notes are unsecured and this shall be determined by the respective PPM of the Notes.

25. Amendment

CAIB may amend these Terms and Conditions by giving the Client not less than thirty (30) days’ prior written notice. If the Client does not object in writing within such notice period, the Client shall be deemed to have accepted the amendment. If the Client objects, either party may terminate the arrangement in accordance with Clause 21 without penalty in respect of the amendment.

26. Certificate of Proof

In case of a dispute between the client and CAIB, a certificate signed by any authorized CAIB manager, stating that a transaction was executed will serve as prima facie evidence that the transaction was valid, unless proven otherwise.

27. Invalidity of Provisions

If any of the provisions of these Terms and Conditions is or becomes invalid, illegal or unenforceable under any law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

28. Address of Service for Notices and Court Process

For service of all notices and process pursuant to these Terms and Conditions, shall be done at CAIB’s official respective physical address or such other physical and postal addresses as may be stipulated by notice in writing or through our official email.

29. General

29.1 Any term, condition, or statement related to this subject that is not included in these Terms and Conditions shall not be binding on either party.

29.2 The Client’s rights under these Terms are non-transferable, and the Client’s obligations cannot be fulfilled by anyone else without CAIB’s consent.

29.3 To the extent permitted by applicable law, the Client irrevocably and unconditionally waives any immunity from legal proceedings, execution, or enforcement to which it or its assets may be entitled in any jurisdiction, in relation to any dispute arising from or connected to these Terms and Conditions. If the Client is entitled to immunity from legal processes in any jurisdiction, the Client fully waives such immunity permitted by law in that jurisdiction.

29.4 The Client may not use CAIB’s name without prior written approval.

30. Governing Law and Jurisdiction

30.1 These Terms and Conditions and all contemporaneous and subsequent terms of business shall be governed by and construed in accordance with the laws of the Republic of Kenya.

30.2 In relation to any legal action or proceedings arising out of or in connection with these Terms and Conditions (“Proceedings”), the Client hereby and for the benefit of CAIB submits to the jurisdiction of the courts of the Republic of Kenya and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. Those submissions shall not affect CAIB’s right to take proceedings in any other court of competent jurisdiction.

31. Dormant, Inactive Accounts, Account Closure and Freezing of Accounts

31.1 CAIB shall make reasonable endeavours to inform the Client of the intended classification of the account as inactive at least one (1) month before such classification, at which point, the Client may choose to activate their Account.

31.2 If the client does not carry out any transactions for a continuous period of three (3) years, the account shall be classified as Inactive. If there is no communication from the client regarding the account for a continuous period of five (5) years, the account shall be deemed Dormant and presumed abandoned. In such cases, any assets held in the account shall be transferred to the Unclaimed Financial Assets Authority in accordance with applicable laws and regulations.

31.3 In the event the account becomes Inactive, CAIB may close the Account upon giving the Client notice of its intention to do so. Any monies held in the Account at the time of closure will be paid to the Client via the bank account on record or the client’s legal representative and be issued with a letter from CAIB confirming the Account has been closed.

31.4 CAIB reserves the right to freeze a client’s account at any time if, in its sole discretion, such action is deemed necessary to comply with applicable laws, including but not limited to anti-money laundering regulations. Any such action will be carried out in accordance with relevant legal requirements. In such an event, CAIB reserves the right to request any further information that is deemed necessary in relation to the Account.

32. Data Protection and Privacy Notice

32.1 Capital A Investment Bank Limited (“CAIB”) is the data controller of the Client’s personal data and is registered with the Office of the Data Protection Commissioner in accordance with the Data Protection Act, 2019 (the “Act”). CAIB is committed to processing the Client’s personal data lawfully, fairly, and transparently.

32.2 By completing the Application Form and entering into these Terms and Conditions, the Client acknowledges that CAIB may collect and process the following categories of personal data:

(a) Identity data: full name, date of birth, nationality, citizenship, and gender;

(b) Contact data: physical address, postal address, telephone number(s), and email address(es);

(c) Identification data: national identification number, passport number, or other government-issued identification document details;

(d) Tax data: KRA PIN and any applicable foreign tax identification numbers;

(e) Financial data: source of funds, source of wealth, bank account details, investment history, and transaction records;

(f) Correspondence data: records of communications between the Client and CAIB, including recorded telephone calls, emails, and written instructions; and

(g) Compliance data: information collected for anti-money laundering, counter-terrorism financing, and regulatory compliance purposes.

32.3 CAIB processes personal data on the following lawful bases under Section 30 of the Act:

(a) Contractual necessity (Section 30(1)(a)): Processing necessary for the performance of the investment services contract between CAIB and the Client, including account opening, transaction execution, settlement, portfolio management, and the issuance of statements and transaction advices;

(b) Legal obligation (Section 30(1)(c)): Processing required to comply with CAIB’s legal and regulatory obligations, including obligations under the Capital Markets Act (Cap. 485A), the Proceeds of Crime and Anti-Money Laundering Act, 2009, the Counter-Financing of Terrorism Act, 2010, the Income Tax Act, and any directives or requirements issued by the Capital Markets Authority, the Financial Reporting Centre, the Kenya Revenue Authority, or any other competent authority;

(c) Legitimate interests (Section 30(1)(b)(ii)): Processing necessary for CAIB’s legitimate business interests, including marketing of CAIB’s investment products and services, communication of updates, newsletters, investment insights, invitations, and greetings, fraud prevention, risk management, and business analytics, to the extent that such interests are not overridden by the Client’s fundamental rights and freedoms; and

(d) Consent (Section 30(1)(a)): Where processing is based on the Client’s consent, including consent to receive marketing communications and consent to the delivery of gifts or care packages. The Client may withdraw such consent at any time by notifying CAIB in writing at the contact details set out in Clause 32.10 below, without prejudice to the lawfulness of processing carried out prior to such withdrawal and without affecting the continued processing of personal data on any other lawful basis.

32.4 Personal data collected by CAIB will be processed for the following purposes:

(a) Opening and administering the Client’s Investment Account(s);

(b) Executing, settling, and recording investment transactions on the Client’s behalf;

(c) Providing investment advisory, portfolio management, and related financial services;

(d) Conducting customer due diligence, Know Your Client (“KYC”) verification, and ongoing monitoring in compliance with anti-money laundering and counter-terrorism financing laws;

(e) Complying with reporting obligations to the Capital Markets Authority, the Financial Reporting Centre, the Kenya Revenue Authority, and any other regulatory or governmental body;

(f) Communicating with the Client regarding their account, transactions, statements, product updates, regulatory disclosures, and material changes to these Terms and Conditions;

(g) Marketing Capital A Investment Bank’s investment products and services, including the distribution of newsletters, investment commentary, event invitations, and greetings, where the Client has not opted out of such communications;

(h) Sharing personal data with product issuers, custodians, sub-custodians, clearing houses, and correspondent banks (whether local or international) as necessary to facilitate the provision of investment services;

(i) Delivery of gifts or care packages from time to time; and

(j) Exercising or defending CAIB’s legal rights, including use of recorded communications as evidence in legal proceedings, regulatory investigations, or dispute resolution processes.

32.5 CAIB may disclose the Client’s personal data to the following categories of recipients, strictly on a need-to-know basis and subject to appropriate confidentiality obligations:

(a) CAIB’s employees, officers, and authorised representatives involved in the provision of services to the Client;

(b) Professional advisors, including legal counsel, auditors, and compliance consultants engaged by CAIB;

(c) Product issuers, fund managers, investment platforms, and custodians through whom CAIB facilitates the Client’s investments;

(d) Local and international banks, clearing institutions, and correspondent financial institutions involved in the settlement or processing of transactions;

(e) Regulatory and governmental authorities, including the Capital Markets Authority, the Financial Reporting Centre, the Kenya Revenue Authority, the Central Bank of Kenya, and any other competent authority, where disclosure is required by law or regulation;

(f) Any successor entity in the event of a merger, acquisition, restructuring, or transfer of all or part of CAIB’s business, provided that the successor entity is bound by obligations equivalent to those set out in this clause.

CAIB does not sell personal data to third parties.

32.6 Where CAIB transfers the Client’s personal data outside Kenya, including in connection with Global Markets transactions, offshore investments, or the use of international custodians, sub-agents, or technology service providers, CAIB shall ensure that such transfers are carried out in compliance with Part VII (Sections 48 and 49) of the Act. This includes ensuring that:

(a) The recipient country provides an adequate level of data protection as may be determined by the Data Protection Commissioner; or

(b) Appropriate safeguards are in place, including data processing agreements that impose obligations on the recipient equivalent to those applicable to CAIB under the Act; or

(c) The transfer is necessary for the performance of the contract between CAIB and the Client, or for the implementation of pre-contractual measures taken at the Client’s request.

32.7 CAIB will retain the Client’s personal data for a minimum period of seven (7) years from the date of the last transaction on the Client’s account, or for such longer period as may be required by applicable law or regulation, including the Capital Markets Act and any directives issued by the Capital Markets Authority. Where data is retained solely on the basis of consent, and such consent has been withdrawn, CAIB will securely delete or anonymize the relevant data within a reasonable period, subject to any overriding legal or regulatory retention obligation.

Prior to the expiry of the applicable retention period, CAIB may contact the Client to seek renewal of consent or updated instructions where relevant. In the absence of such renewal or instructions, and upon the expiry of all applicable retention periods, personal data will be permanently and securely deleted.

32.8 CAIB implements appropriate technical and organizational measures to protect the Client’s personal data against unauthorized access, accidental loss, alteration, disclosure, or destruction, in accordance with Section 41 of the Act. In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of the Client, CAIB shall notify the Office of the Data Protection Commissioner as soon as reasonably practicable and in any event within seventy-two (72) hours of becoming aware of the breach, in accordance with Section 43 of the Act. Where the breach is likely to result in a high risk to the Client, CAIB shall also notify the affected Client without undue delay.

32.9 In accordance with Part IV (Section 26) of the Act, the Client has the following rights in respect of their personal data:

(a) Right to be informed: the right to receive clear and transparent information about how their personal data is collected and processed, as set out in this clause;

(b) Right of access: the right to request a copy of the personal data held by CAIB about them;

(c) Right to rectification: the right to request the correction of any inaccurate, incomplete, or outdated personal data;

(d) Right to erasure: the right to request the deletion of personal data that is no longer necessary for the purposes for which it was collected, or where processing was based solely on consent that has since been withdrawn, subject to any overriding legal or regulatory retention obligations;

(e) Right to object: the right to object to the processing of personal data for direct marketing purposes or where processing is based on legitimate interests, and CAIB shall cease such processing unless CAIB demonstrates compelling legitimate grounds that override the Client’s interests, rights, and freedoms;

(f) Right to data portability: the right to receive personal data provided to CAIB in a structured, commonly used, and machine-readable format, where processing is carried out by automated means; and

(g) Right to withdraw consent: the right to withdraw consent to processing at any time where processing is based on consent, without affecting the lawfulness of processing carried out prior to withdrawal.

To exercise any of the above rights, the Client should submit a written request to CAIB using the contact details set out in Clause 32.10. CAIB will respond to all valid requests within the timeframes prescribed under the Act. The Client also has the right to lodge a complaint with the Office of the Data Protection Commissioner where they believe their rights under the Act have been infringed.

32.10 Contact Details: Data Protection

For all queries, requests, or complaints relating to the processing of personal data, the Client may contact CAIB’s designated Data Protection Officer at:

 

Data Protection Officer

Capital A Investment Bank Limited

Mayfair Suites, 4th Floor, Parklands Road, Nairobi

P.O. Box 29726, 00100, Nairobi, Kenya

Email: info@caib.co.ke

Telephone: 0709 100 405

 

32.11 CAIB reserves the right to update or amend this Data Protection and Privacy Notice from time to time in accordance with changes in applicable law, regulation, or CAIB’s internal practices. Any material changes will be communicated to the Client in writing in accordance with the notice provisions of these Terms and Conditions, with not less than thirty (30) days’ prior notice before taking effect.

 

By signing against these Terms and Conditions, the Client acknowledges that their personal data may be collected in accordance with the Data Protection Act, 2019. The following information may be processed: full name, date of birth, citizenship, contact details, identification number, KRA PIN, source of funds, and bank account details.

Personal data may be used for purposes including:

• Marketing of Capital A Investment Bank’s products and services.
• Communication of updates, newsletters, invitations, and greetings.
• Sharing with issuers and banks (local and international) for financial service facilitation.
• Delivery of gifts or care packages.

Data is processed pursuant to Sections 30(1)(a) and 30(1)(b)(ii) of the Act and limited strictly to what is necessary for the purposes stated. Data may be disclosed to employees, service providers, financial institutions, regulators, and select partners, including those outside Kenya. Where applicable, international data transfers will adhere to safeguards outlined in Sections 48 and 49 of the Act. Information provided will be retained seven (7) years from the date of submission. Individuals may be contacted before the end of this period for renewal. In the absence of renewed instructions, data will be securely deleted.

In accordance with Section 26 of the Act, individuals have the right to:

• Be informed of data usage.
• Access and correct their data.
• Object to processing.
• Request deletion of incorrect or obsolete data.