Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE OPENING AND USE OF THE SHAREHUB ACCOUNT AND PORTAL

1.  THE AGREEMENT

This agreement sets out the complete Terms and Conditions ("Terms and Conditions") which shall be applicable to the ShareHub Account (as hereinafter defined) opened by ShareHub User (as hereinafter defined as “ShareHub User” or “You”) with the ShareHub Nominees Limited (as hereinafter defined). The ShareHub User and ShareHub Nominees Limited may be referred to individual as “a Party” or altogether be referred to as “the Parties” to this Terms and Conditions.

The ShareHub User wishes to appoint ShareHub Nominees Limited to be the sole nominee of the Services and the ShareHub User has agreed to accept such appointment subject to the terms set out in this Terms and Conditions. These Terms and Conditions together with the Privacy Policy and any amendments or variations thereto take effect on their date of publication.

All capitalized terms in this Recital are defined in the section Agreed Terms: Definitions and Interpretations

2.  DEFINITIONS

Business Day: a day other than a Saturday, Sunday or public holiday in the Republic of Kenya when banks in Nairobi are open for business.

Convertible Loan and Share Pledge Agreement means the convertible loan and share pledge agreement (as may be amended from time to time) provided for in a separate agreement negotiated and concluded between the ShareHub User and ShareHub Nominees Limited.

Costs means all costs, charges, expenses and liabilities of any kind, including costs and damages in connection with litigation, professional fees, disbursements and any value added tax charged with respect to the ShareHub Account.

Credit Reference Bureau means a credit reference bureau under the Banking Act pursuant to the Banking (Credit Reference Bureau) Regulations, 2008 to inter alia, collect and facilitate the sharing of customer credit information.

Customer Care Centre means any ShareHub Nominees Limited shops or such other retail outlets, or outlets as may be notified to the ShareHub User by the from time to time;

Equipment includes your mobile phone handset, tablets, SIM Card and/or other equipment which when used together enables you to access the Network;

IPRS means the Integrated Population Registration System set up and maintained by the Government of Kenya under the Ministry of State for Immigration and Registration of Persons;

Loan Amount: shall have the meaning set out in the Convertible Loan and Share Pledge Agreement.

Network means the mobile cellular network operated in Kenya;

Nominee Arrangement means the arrangement negotiated and concluded between ShareHub Nominees Limited and a qualified broker under the Capital Markets Act.

Request means a request or instruction received by ShareHub Nominees Limited from a ShareHub User or purportedly from the ShareHub User through ShareHub using the Network to instruct the ShareHub System and upon which ShareHub Nominees Limited is authorized to act.

ShareHub means the software application which is downloaded and/or installed on the ShareHub User`s mobile phones, tablets, or likewise devise(s) which shall enable them to access the Services.

ShareHub Account means the account held by the ShareHub User with ShareHub Nominees Limited through ShareHub in connection with provision of the Services.

ShareHub Account PIN means the ShareHub User`s personal identification number being the secret code used to access and operate the ShareHub Account

ShareHub Loan User means the person registered on ShareHub for the use of the Services and is liable to ShareHub Nominees Limited for the settlement of the Transaction Costs and the Loan.

ShareHub User means the person registered on ShareHub for the use of the Services and is liable to ShareHub Nominees Limited for the settlement of the Transaction Costs.

ShareHub Nominees Limited a private limited company incorporated under the Companies Act 2015 of the Republic of Kenya and includes subsidiaries or associated organizations as may from time to time be specified by ShareHub Nominees Limited that operates the ShareHub System for the provision of the Services through ShareHub using the Network.

ShareHub System means the system operated by ShareHub Nominees Limited for the provision of the Services through ShareHub using the Network.

The Services shall include any form of share trading solution system in ShareHub that enables a ShareHub User to nominate ShareHub Nominees Limited in order buy and sell shares, borrow for purchase or with shares as collateral as well as engage in gamified learning on investing that ShareHub Nominees Limited may offer and as the ShareHub User may from time to time subscribe to from time to time pursuant to this Terms and Conditions.

Transaction Costs includes the facility access fee, rollover fee, penalty fees, interests and any other Costs and charges payable for the use of the Services as published by ShareHub Nominees Limited on ShareHub, the ShareHub System or by such other means as ShareHub Nominees Limited shall in its sole discretion and at any time determine.

3.  Interpretation

In this Terms and Conditions:

  1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement;
  2. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular;
  3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
  4. References to a Party shall include that party's successors, permitted assigns and permitted transferees and this Terms and Conditions shall be binding on, and endure to the benefit of, the parties to this Terms and Conditions and their respective personal representatives, successors and permitted assigns;
  5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted and all subordinate legislation from time to time;
  6. An obligation on a Party not to do something includes an obligation not to allow that thing to be done
  7. A reference to a document in agreed form is to that document in the form agreed by the ShareHub Nominees Limited and the ShareHub User and initialled by or on their behalf for identification;
  8. A reference to an amendment includes a novation, re-enactment, supplement or variation (and amended shall be construed accordingly);
  9. Reference to this Terms and Conditions (or any provision of it) or to any other Terms and Conditions or document referred to in this Terms and Conditions is a reference to this Agreement, that provision or such other Terms and Conditions or document as amended (in each case, other than in breach of the provisions of this Agreement) from time to time;

4.  ACCEPTANCE OF THE TERMS AND CONDITIONS

4.1  Before applying to open the ShareHub Account via the ShareHub System you should carefully read and understand these Terms and Conditions which will govern the use and operation of the ShareHub Account.

4.2  If you do not agree with these Terms and Conditions, please click “Decline” on the ShareHub menu.

4.3  You will be deemed to have read, understood and accepted these Terms and Conditions upon

  1. Clicking on the “Accept” option on the ShareHub Menu requesting you to confirm that you have read, understood and agreed to abide with these Terms and Conditions; and/or
  2. By using or continuing to use and operate the ShareHub Account.

4.4  By applying to open the ShareHub Account with ShareHub, you agree to comply with and be bound by these Terms and Conditions and affirm that these Terms and Conditions herein are without prejudice to any right that the ShareHub may have with respect to the ShareHub Account in law or otherwise

4.5  You acknowledge and accept that ShareHub offers the ShareHub Account only electronically and you agree to do business with ShareHub and to operate the ShareHub Account only by electronic means via the ShareHub System.

4.6  You acknowledge and accept that the Services to be offered by ShareHub Nominees Limited will be processed on a first come first serviced (first in first out) basis and that the trade order fulfilment will be based on availability of the quantity and price of the Services in the market.

4.7  Any query and complaint you may have relating to the Services shall be addressed to ShareHub through the Customer Care Centre.

5.  ACCOUNT OPENING

5.1  In order to open a ShareHub Account you must be at least 18 years old, be a holder of a valid passport or Kenya National ID, have an active email address and a registered and active mobile telephone line with the mobile telephone Network available on ShareHub.

5.2  You may open an Account User Account solely by way of an electronic application made by you using your Equipment on ShareHub via the ShareHub System.

5.3  You authorise us to collect, retain and use personal information about you including your phone number, name, date of birth, ID or Passport Number and such other information that will enable ShareHub Nominees Limited identify you and comply with the regulatory “Know Your Customer” requirements in the provision of Services and for such purposes as detailed in such data protection and privacy policies as ShareHub Nominees Limited may issue from time to time.

5.4  You authorize us to verify or confirm any details you have provided under “Know Your Customer” requirements with any government or regulatory authority or other competent body or if required to do so by statute as may be necessary.

5.5  ShareHub Nominees Limited reserves the right to request for further information from you pertaining to your application for a ShareHub User Account at any time. Failure to provide such information within the time required by ShareHub Nominees Limited may result in ShareHub Nominees Limited declining to accept your application for or continued use of the ShareHub Account.

5.6  Acceptance by ShareHub Nominees Limited is at the sole discretion of ShareHub Nominees Limited and shall be communicated via SMS/email and ShareHub Nominees Limited reserves the right to decline or revoke the acceptance at any stage at their discretion without assigning any reason or giving any notice thereto.

6.  TYPES OF ACCOUNTS

As a holder of a ShareHub Account, you will be entitled, subject to these Terms and Conditions, to operate the following accounts

6.1 A ShareHub Wallet Account

As a holder of the ShareHub Wallet Account, you may make deposits into or withdrawals from your ShareHub Account using the ShareHub menu on your Equipment for the provision of the Services. The ShareHub Wallet Account under the ShareHub menu will be under the ShareHub Trade menu.

The Transaction Costs payable to ShareHub Nominees Limited for Services offered in respect of your ShareHub Wallet Account from time to time will apply and will be deducted from your ShareHub Wallet Account in accordance with this Terms and Conditions for the provision of the Services.

6.2 A ShareHub Trading Loan Account

As ShareHub Loan User of the ShareHub Trading Loan Account, you may, subject to these Terms and Conditions, apply for a trading leverage loan from ShareHub Nominees Limited using the ShareHub menu on your Equipment. The ShareHub Trading Loan Account under the ShareHub menu will be under the ShareHub Cash menu.

The Transaction Costs and Loan Amount payable to ShareHub Nominees Limited for Services offered in respect of your ShareHub Trading Loan Account from time to time will apply as per the terms of the Convertible Loan and Share Pledge Agreement and will be deducted from your ShareHub Wallet Account in accordance with this Terms and Conditions for the provision of the Services.

6.3 A ShareHub Cash Loan Account

As ShareHub Loan User of the ShareHub Cash Loan Account, you may, subject to these Terms and Conditions, apply for a cash loan collateralized by securities from ShareHub Nominees Limited using the ShareHub menu on your Equipment. The ShareHub Cash Loan Account under the ShareHub menu will be under the ShareHub Cash menu.

The Transaction Costs and Loan Amount payable to ShareHub Nominees Limited for Services offered in respect of your ShareHub Trading Loan Account from time to time will apply as per the terms of the Convertible Loan and Share Pledge Agreement and will be deducted from your ShareHub Wallet Account in accordance with this Terms and Conditions for the provision of the Services.

7.  FEES

7.1  You hereby agree to pay all transaction fees payable in connection with your use of the Services.

7.2  You shall pay fees to ShareHub Nominees Limited and ShareHub Nominees Limited is hereby entitled deduct from your ShareHub Account (without reference to you) any:

  1. Transaction Costs
  2. Loan Amount Costs
  3. All other fees, expenses and taxes, duties, impositions and expenses incurred in complying with your Requests.

8.  STATEMENTS

8.1  You may request for a statement or activity report in respect of your ShareHub Account from ShareHub Nominees Limited using your Equipment (ShareHub Mini Statement).

8.2  A ShareHub Mini Statement shall provide details of the last five transactions (or such other number of transactions as determined by ShareHub Nominees Limited.

8.3  A ShareHub Mini Statement shall be delivered to you either, via SMS to the Mobile Phone number associated with the ShareHub Account, by electronic mail, by USSD (Unstructured Supplementary Service Data) or in the ShareHub User`s Account addressed to the recipient at its address specified in this Terms and Conditions or at such other address as may be notified by such Party to the others pursuant to this clause.

8.4  Save for a manifest error, the ShareHub Mini Statement issued to you aforesaid in respect of your ShareHub Account shall be conclusive evidence of the transactions carried out on ShareHub Account for the period covered in the ShareHub Mini Statement.

9.  IRREVOCABLE AUTHORITY OF SHAREHUB NOMINEES LIMITED

9.1  You hereby irrevocably confirm that you retain sole responsibility for your ShareHub Account PIN used to access and transact on your account.  You hereby irrevocably confirm that any access, transaction or request on your ShareHub Account that has been made using your ShareHub Account PIN is a valid access, transaction or request unless you have notified ShareHub Nominees Limited or loss or misappropriation of your ShareHub Account PIN and requested for same to be deleted from the system and a new ShareHub Account PIN issued in accordance with 10.4 of this Terms and Conditions.

9.2  You hereby irrevocably authorize ShareHub Nominees Limited to act on all Requests received by ShareHub Nominees Limited  from you (or purportedly from you) through the ShareHub System and to hold you liable in respect thereof, notwithstanding that any such requests are not authorized by you or are not in accordance with any existing mandates given by you.

9.3  If you request the ShareHub Nominees Limited to cancel any transaction or instruction after a Request has been received by ShareHub Nominees Limited from you, ShareHub Nominees Limited may at its absolute discretion cancel such transaction or instruction but shall have no obligation to do so.

9.4  ShareHub Nominees Limited is authorized to effect such orders in respect of your ShareHub Account as may be required by any court order or competent authority or agency under the applicable laws.

9.5  In the event of any conflict between any terms of any Request received by ShareHub Nominees Limited from you and these Terms and Conditions, these Terms and Conditions shall prevail.

10.  CUSTOMER’S EQUIPMENT AND CUSTOMER’S RESPONSIBILITIES

10.1  You shall at your own expense provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the System and the Services.

10.2  You shall be responsible for ensuring the proper performance of your Equipment. ShareHub Nominees Limited shall neither be responsible for any errors or failures caused by any malfunction of your Equipment, and nor shall ShareHub Nominees Limited be responsible for any computer virus or related problems that may be associated with the use of the ShareHub System, the Services and the Equipment.

10.3  You shall at all times follow the security procedures notified to you by ShareHub Nominees Limited from time to time or such other procedures as may be applicable to the Services from time to time.

10.4  You shall immediately inform ShareHub Nominees Limited through the Customer Care Centre in the event that:

  1. You have reason to believe that your ShareHub Account is or may be known to any person not authorized to know the same and/or has been compromised; and/or
  2. You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.

11.  EXCLUSION OF LIABILITY

11.1  ShareHub Nominees Limited shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of (a) the failure of any of your Equipment, or (b) any other circumstances whatsoever not within the ShareHub Nominees Limited’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

11.2  The ShareHub Nominees Limited will not be liable for any losses or damage suffered by you as a result of or in connection with: -

  1. Unavailability of sufficient funds in your ShareHub Account
  2. Failure, malfunction, interruption or unavailability of the System, your Equipment, the Network,
  3. The money in your ShareHub Account being subject to legal process or other encumbrance restricting payments or transfers thereof
  4. Your failure to give proper or complete instructions for payments or transfers relating to your ShareHub Account
  5. Any fraudulent or illegal use of the Services, the ShareHub System and/or your Equipment
  6. Your failure to comply with these Terms and Conditions and any document or information provided by ShareHub Nominees Limited concerning the use of the ShareHub Nominees Limited System and the Services.

11.3  Under no circumstances shall ShareHub Nominees Limited be liable to you for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, howsoever caused, arising out of or in connection with the Services even where the possibility of such loss or damage is notified to ShareHub Nominees Limited.

11.4.  All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.

12.  INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the intellectual property rights in the ShareHub System (and any amendments, upgrades or enhancements thereto from time to time) and all associated documentation that the ShareHub Nominees Limited provides to you through the System or otherwise are vested either in the ShareHub Nominees Limited or in other persons from whom the ShareHub Nominees Limited has a right to use and to sub-license the System and/or the said documentation. You shall not infringe any such intellectual property rights. You shall not duplicate, reproduce or in any way tamper with the System and associated documentation without the prior written consent of the ShareHub Nominees Limited.

13.  INDEMNITY

13.1  In consideration of ShareHub Nominees Limited complying with your instructions or Requests in relation the ShareHub Account, you undertake to indemnify ShareHub Nominees Limited and hold it harmless against any loss, charge, damage, expense, fee or claim which ShareHub Nominees Limited  suffers or incurs or sustains thereby and you absolve ShareHub Nominees Limited from all liability for loss or damage which you may sustain from ShareHub Nominees Limited acting on your instructions or requests or in accordance with these Terms and Conditions.

13.2  The indemnity in clause 13.1 shall also cover the following:

  1. All demands, claims, actions, losses and damages of whatever nature which may be brought against ShareHub Nominees Limited or which it may suffer or incur arising from its acting or not acting on any Request or arising 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, acts of vandalism, sabotage, terrorism, any other event beyond ShareHub Nominees Limited’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 Request received by ShareHub Nominees Limited
  2. Any loss or damage that may arise from your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.
  3. Any unauthorized access to your ShareHub User Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment.
  4. Any loss or damage occasioned by the failure by you to adhere to these Terms and Conditions 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 or any loss which may be incurred by the ShareHub Nominees Limited as a consequence of any breach by these Terms and Conditions.
  5. Any damages and costs payable to the ShareHub Nominees Limited in respect of any claims against ShareHub for recompense for loss where the particular circumstance is within your control.

13.3  ShareHub Nominees Limited shall maintain at their own cost separate insurance policies that are adequate to cover their respective liabilities fully for the entire period during which by reason of this Agreement the liability of this Terms and Conditions is under their risk. They shall ensure that the terms of such an insurance policy are as closely similar to the terms set out under this Terms and Conditions

14.  NOTICES

Issuing of notices

Unless otherwise provided, any notice to be given to a Party in connection with this Terms and Conditions will be given in writing in the English writing and will be given by personal delivery, by a reputable delivery service, via SMS to the Mobile Phone number associated with the ShareHub User Account or by electronic mail, addressed to the recipient at its address specified in this Terms and Conditions or at such other address as may be notified by such Party to the others pursuant to this clause.

Receipt of notices

Any notice given by personal delivery or by a delivery service will be conclusively deemed to have been given at the time of delivery and, if given by fax or by electronic mail or via SMS to the Mobile Phone number associated with the Account User Account, on the day of transmittal if before 5:00 p.m. on a Business Day, or on the following Business Day if transmission occurs on a day that is not a Business Day or after 5:00 p.m. on a Business Day. If the fax or electronic transmission system suffers any interruptions by way of a strike, slow-down, a force majeure, or any other cause, a Party giving a notice must do so using another means of communication not affected by the disruption.

15.  DISPUTE RESOLUTION

15.1  You may contact the Customer Care Center to report any disputes, claims or ShareHub Account discrepancies.

15.2  If any dispute arises out of or in connection with this Agreement, representatives of the Parties with authority to settle the dispute will, within 14 days of a written request from one Party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not resolved at the meeting, the Parties will attempt to settle the matter before the courts of Kenya.

15.3  Notwithstanding the foregoing, a Party is entitled to seek preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the final decision of the good faith efforts to resolve the dispute.

16.  GOVERNING LAW AND JURISDICTION

16.1  This Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Republic of Kenya.

16.2  Subject to clause 15 the parties irrevocably agree that the courts of Kenya shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Terms and Conditions or its subject matter or formation.

17.  DISCLOSURE OF INFORMATION

The ShareHub User hereby expressly consent and authorize ShareHub Nominees Limited to disclose receive record or utilize your personal information or information or data relating to the ShareHub Account and any details of their use of the Services.

17.1.  to and from any local or international law enforcement or competent regulatory or governmental agencies so as to assist in the prevention, detection, investigation or prosecution of criminal activities or fraud.

17.2  to a Credit Reference Bureau.

17.3  to ShareHub Nominees Limited’s lawyers, auditors or other professional advisors or to any court or arbitration tribunal in connection with any legal or audit proceedings.

17.4  for reasonable commercial purposes connected to your use of the Services, such as

marketing and research related activities Provided Always That confidential information of the ShareHub User of his account is not provided or is suitably modified so as not be recognized as belonging or attributable to the ShareHub User; and

17.5  in business practices including but not limited to quality control, training and ensuring effective systems operation.

18.  DATA PROTECTION

18.1.  By signing this Agreement, the ShareHub User acknowledges and agrees that ShareHub Nominees Limited is permitted to hold and process personal data about the ShareHub User and may use such information in the course of ShareHub Nominee Limited’s business.

18.2  ShareHub Nominees Limited shall hold and process such Personal Data in accordance with the provisions of the Data Protection Act No. 24 of 2019 and all applicable laws together with the Data Privacy Notice annexed hereto.

19.  VARIATION AND TERMINATION

19.1  ShareHub Nominees Limited may at any time, upon notice to the ShareHub User, terminate or vary its business relationship with the ShareHub User and close the ShareHub Account and in particular but without prejudice to the generality of the foregoing ShareHub Nominees Limited may cancel any Loan Amount which it has granted and require the repayment of outstanding debts resulting from such lending within such time as ShareHub Nominees Limited may determine.

19.2  Without prejudice to ShareHub Nominees Limited’s rights under the Agreement, ShareHub Nominees Limited may at its sole discretion suspend or close the ShareHub Account:

  1. if the ShareHub Account is used for unauthorised purposes or where ShareHub Nominees Limited detects any abuse/misuse, breach of content, fraud or attempted fraud relating to the use of the Services;
  2. if the ShareHub Account or Terms and Conditions with a Mobile Network Operator is terminated for whatever reason;
  3. if ShareHub Nominees Limited is required or requested to comply with an order or instruction of or a recommendation from the government, court, regulator or other competent authority;
  4. if ShareHub Nominees Limited reasonably suspects or believes that the ShareHub User is in breach of the Terms and Conditions (including non-payment of any Loan amount due where applicable) which the ShareHub User fail to remedy (if remediable) within 14 days after the service of notice by email, SMS or other electronic means requiring you to do so;
  5. where such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Services from time to time; where your ShareHub User Account becomes inactive or dormant;
  6. if ShareHub Nominees Limited decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion; or
  7. if the ShareHub User breaches any of the terms in this Terms and Conditions or the Convertible Loan and Share Pledge Agreement.

19.3  If the ShareHub Account has a credit balance at any time as a result of overpayment of your Loan, the ShareHub User may issue a Request to ShareHub Nominees Limited for payment of such credit balance and ShareHub Nominees Limited will return any such balance to the ShareHub User, less any applicable fees, provided that such amount falls above the minimum transfer amounts specified by the relevant Mobile Money Provider.

19.4  Termination shall however not affect any accrued rights and liabilities of either Party.

19.5  If ShareHub Nominees Limited receives notice of the demise of the ShareHub User, ShareHub Nominees Limited will not be obliged to allow any operation or withdrawal from the ShareHub User Account by any person except upon production of administration letters from a competent authority or confirmed grant of letters of administration or confirmed grant of probate by the estate’s legal representatives duly appointed by a court of competent jurisdiction.

20.  MISCELLANEOUS

20.1  These Terms and Conditions (as may be amended from time to time) form a legally binding Agreement binding on you and your personal successors.

20.2  ShareHub may vary or amend at any time and without notice to you these Terms and Conditions and the Transaction Fees. Any such variations or amendments may be published in posters or pamphlets available at ShareHub’s Agents outlets, in the daily newspapers, on the Mobile Application, on ShareHub Nominees Limited System and/or by any other means as determined by ShareHub and any such variations and amendments shall take effect immediately upon publication.

20.3  These Terms and Conditions and any rights or liabilities accruing thereunder may not be assigned by you to any other person.

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

20.5  No failure or delay by either yourself or ShareHub in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

20.6  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

20.7  Except as expressly provided in these Terms and Conditions, a person who is not a Party to these Terms and Conditions has no right to enforce or enjoy the benefit of any term of these Terms and Conditions. The rights of the parties to rescind or agree any amendment or waiver under these Terms and Conditions are not subject to the consent of any other person.

SCHEDULE 1

SHAREHUB NOMINEES LIMITED DATA PRIVACY NOTICE FOR SHAREHUB USERS

Last Updated: 22nd March 2020

Overview

Your privacy is important to us. We respect the privacy rights of all individuals and we are committed to handling personal data responsibly and in accordance with all applicable laws. This privacy notice, together with the Addenda and other notices provided at the time of data collection, explain what personal data ShareHub Nominees Limited collects about you, how we use this data, and your rights to this data.

Please note that this notice applies to the handling of your personal data as a ShareHub User. Nothing in this notice should be construed to interfere with ShareHub Nominees Limited's ability to process a ShareHub User's data for purposes of complying with its legal obligations, or for investigating alleged misconduct or violations of the law, subject to compliance with applicable legal requirements.

ShareHub Nominees Limited's processing of personal data is in all cases subject to the requirements of the Data Protection Act No. 24 of 2019. To the extent this notice conflicts with the Data Protection Act No. 24 of 2019 and any applicable laws, such laws shall apply.

Personal Data that We Process (this may include data that you provide to us, that we collect about you, or that we assign to you.)

We collect, use, and maintain (collectively 'process') different types of personal data about you in in the operation of our business. As a ShareHub User, we process personal data about you primarily for managing our relationship with you in respect to the Services.

The data we process is limited to the following:

Name and contact data. Your first and last name, personal email address, postal address, phone number, photo, beneficiary and emergency contact details, and other similar contact data.

National identifiers. Your national ID/passport, residency and work permit status or other taxpayer/government identification number.

Employment details. Your job title/position, office location, employment contract, offer letter, hire date, termination date, performance history and disciplinary records, leave of absence, sick time, and vacation/holiday records.

Spouse/partner and dependents' information. Your spouse and dependents' first and last names, dates of birth, and contact details.

Background information. Academic and professional qualifications, education, CV/Resume and criminal records data (utilized for background check and vetting purposes where permissible and in accordance with applicable law and consultation requirements).

Financial information. Credit Score. We may also collect personal data about you from third parties or public sources as needed to support the performance of the Services. For example, during the course of the Services, we may collect information from a Credit Reference Bureau (CRB) for purposes of ascertaining your credit risk.

In some limited circumstances, we may collect personal data for research purposes or other non-Service related purpose, with your consent.

Why We Process Personal Data:

We collect your personal data for the purposes set out below. Failure to provide your personal data when requested may prevent us from being able to carry out these tasks and/or comply with our legal obligations.

  1. To administer the Services as set out under this Agreement

We collect and use your personal data primarily for the purpose of managing our working relationship with you, and to fulfill our obligations under this Agreement including opening of a ShareHub Account, purchasing, selling and borrowing shares for purchase as further prescribed under this Agreement.

  1. Other overriding and legitimate business purposes

We also may collect and use your personal data when it is necessary for other legitimate purposes, such as marketing and research related activities Provided Always That confidential information of the ShareHub User of his account is not provided or is suitably modified so as not be recognized as belonging or attributable to the ShareHub User without the use of additional information and such additional information is kept separately and is subject to technical and organizational measures to ensure that the personal data is not attributed to an identified or identifiable ShareHub User.

We may also use and collect your information for business practices including but not limited to quality control, training and ensuring effective systems operations in addition to management of network and information system security and business operations.

  1. Legally required purposes

We also may use your personal data when we consider it necessary for complying with laws and regulations, including collecting and disclosing personal data as required by law (e.g., Know Your Customer requirements, tax, anti-corruption, anti-money laundering,), under judicial authorization, or to exercise or defend the legal rights of ShareHub Nominees Limited.

We may also share your information with our lawyers, auditors or other professional advisors in connection with any legal or audit proceedings.

Change of purpose

We will only use your personal data for the purposes for which it was collected, unless we reasonably consider that we need it for another purpose that is compatible with the original purpose and there is legal basis for the further processing. 

How and Why We Share Personal Data

ShareHub Nominees Limited will only share your personal data with those who have a legitimate need for it. Whenever we permit a third party to access personal data, we will make sure the data is used in a manner consistent with this notice (and any applicable internal data handling guidelines consistent with the sensitivity and classification of the data). Your personal data may be shared with our subsidiaries and affiliates and other third parties, including service providers, for legitimate purposes as follows:

  1. In order to carry out the uses of personal data described above (See section titled: Why We Process Personal Data);
  2. To enable third parties to provide services to us. Categories of recipients of data would include, data hosting service providers, system maintenance support service providers, insurance providers, tax service providers;
  3. To comply with our legal obligations, regulations or contracts, or to respond to a court order, administrative or judicial process, such as a subpoena, government audit or search warrant. Categories of recipients would include counter-parties to contracts, judicial and governmental bodies;
  4. In response to lawful requests by public authorities (such as national security or law enforcement);
  5. To seek legal advice from external lawyers and advice from other professional advisers such as accountants, management consultants, etc.;
  6. As necessary to establish, exercise or defend against potential, threatened or actual litigation (such as adverse parties in litigation);
  7. In connection with the sale, assignment or other transfer of all or part of our business (such as a potential purchaser and its legal / professional advisers); or
  8. Otherwise in accordance with your consent.

Please note that where legal requirements limit the sharing of your data, ShareHub Nominees Limited will respect such requirements. 

Your Rights to Your Personal Information

In addition to the above, you may have certain rights under the Data Protection Act No.24 of 2019. Please see the Addendum to this notice. 

Other Important Privacy Information

Security of Your Personal Data

ShareHub Nominees Limited is committed to protecting the security of your personal data. We use a variety of security technologies and procedures to help protect your personal data from unauthorized access, use, or disclosure. For example, we store the personal data you provide on computer servers with limited access that are located in controlled facilities, and, when we transmit certain highly confidential or sensitive personal information, we protect it through the use of encryption.

Where We Store and Process Personal Data

ShareHub Nominees Limited may share your data with third party service providers outside of Kenya such as data hosting service providers and system maintenance service providers.

When we transfer your personal data to a different country, for hosting or processing purposes, we will ensure that adequate measures and safeguards are put in place prior to this transfer of such data and that such data is not transferred to jurisdictions without commensurate data protection laws in accordance with the Data Protection Act No. 24 of 2019 and all other applicable laws.

Our Retention of Personal Data

Personal data will be stored according to applicable laws or regulatory requirements and kept as long as is necessary to fulfill the purposes for which the personal data was collected.

Changes to this Privacy Notice

We may occasionally update this privacy notice. When we do, we will revise the "last updated" date at the top of the privacy notice. If there are material changes to this notice or in how ShareHub Nominees Limited will use your personal data, we will use reasonable efforts to notify you either by prominently posting a notice of such changes before they take effect or by directly sending you a notification. We encourage you to periodically review this privacy statement on ShareHub to learn how ShareHub Nominees Limited is protecting your personal data.

How to Contact Us

For copies of additional privacy documents mentioned in this notice, or if you have a privacy concern or question related to this notice, please contact

ShareHub Nominees Limited

P.O. Box 8484-00100, Nairobi, Kenya

Telephone number: +254 20 223 0518

E-mail address: info@sharehub.co.ke

ADDENDUM:

Data Subjects Rights, Consent and change of details.

In addition to the information shared above, as a data subject, you have certain rights as specified in this addendum pursuant to the provisions of the Data Protection Act No. 24 of 2019.

We may update the privacy notice and addendum at any time but if we do so, we will provide you with an updated copy of both as soon as reasonably practical.

It is important that you read and retain the privacy notice and addendum, together with any other privacy notice we may provide on specific occasions when we are collecting or processing personal information about you, so that you are aware of how and why we are using such information and what your rights are under the data protection legislation.

We will comply with all the aforementioned data protection laws in place and we are obliged to ensure the personal information we hold about you must be:

  1. processed in accordance with your right to privacy as a data subject;
  2. processed lawfully, fairly and in a transparent manner;
  3. collected for explicit, specified and legitimate purposes and not further processed in a manner incompatible with those purposes;
  4. adequate, relevant, and limited to what is necessary in relation to the purposes for which it is processed;
  5. collected only where a valid explanation is provided whenever information relating to family or private affairs is required;
  6. accurate and, where necessary, kept up to date, with every reasonable step being taken to ensure that any inaccurate personal data is erased or rectified without delay;
  7. kept in a form which identifies the data subjects for no longer than is necessary for the purposes which it was collected; and
  8. not transferred outside Kenya, unless there is proof of adequate data protection safeguards or consent from the data subject

You may exercise the below-listed rights regarding the processing of your personal data by means of submitting a request to ShareHub Nominees Limited. Upon your submission of a request relating to your rights as a data subject, , such request shall be finalized by the ShareHub Nominees Limited free of charge, at the latest within thirty days, depending on the nature of the request..

In this respect, ShareHub Users are entitled to the following rights;

  • to be informed of the use to which their personal data is to be put;
  • to access and ascertain their personal data that is in the custody of ShareHub Nominees Limited or any third party with whom ShareHub Nominees Limited has shared data;
  • to object or restrict to the processing of all or part of their personal data by ShareHub Nominees Limited or any third party with whom ShareHub Nominees Limited has shared data;
  • to have false or misleading data about them corrected;
  • to have false or misleading data about them deleted;
  • to be notified of the purpose for which the personal data is collected, the categories of the intended recipients of the data, the contacts of the data controller or processor and to be informed on whether any other entity may receive their collected personal data;
  • to be informed whether the data collection exercise is made pursuant to any law and whether such collection is voluntary or involuntary;
  • to be informed of the consequence of the data subject not providing all or any of the requested data
  • Request for an explanation on the processing of data and the outcome of such data
  • to be provided with a description of the technical and organizational security measures taken to ensure the integrity and confidentiality of the data;

In collecting or processing personal data, ShareHub Nominees Limited will ensure that data collected is complete, accurate, up to date and not misleading having regard to the purpose for the collection or processing of the personal data.

Updating your details

If any of the information that you have provided to ShareHub Nominees Limited changes, for example if you change your email address, name or mobile phone number or if you wish to delete your ShareHub account, please let us know of the same by sending an e-mail to info@sharehub.co.ke

Consent

If ShareHub Nominees Limited changes its data privacy notice, we will post the changes on the ShareHub application, so that you may be aware of the information we collect and how we use it at all times. We will also e-mail you should we make any changes so that you may consent to our use of your information in that way. Continued use of the service will signify that you agree to any such changes.

In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal information for a specific purpose, you have the right to withdraw your consent for that specific processing at any time. To withdraw your consent, please contact info@sharehub.co.ke. Once we have received notification that you have withdrawn your consent, we will no longer process your information for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so in law.