General Terms & Conditions for Loan Facilities

Introduction

These terms and conditions apply to and regulate the provision of loan facilities by IBILE Microfinance Bank Limited (‘Lender’) through the IBILE Digital Bank App/web platform to any Applicant willing to secure a loan facility (“the Borrower”) herein; and together with the eventual offer letter and payment schedule, sets out the terms & conditions governing this Agreement. Your use of the IBILE Digital Bank App/web platform signifies acceptance of all the provisions of the terms and conditions contained herein; and these may be amended at any time upon posting a revised version on the Digital Bank App/web platform. The revised version becomes effective from the time it is posted on our website.

1. Eligibility

By logging into the IBILE Digital Bank App/web platform, customers signify and undertake that they have the legal capacity to enter into a contract and are of at least 18 years of age being the minimum legal age to use the IBILE Digital Bank App/web platform.

1. Credit reference

2.1. The IBILE MFB through IBILE Digital Bank or its authorized agents/representatives shall utilize a dedicated Credit Agency for a credit report on the borrower in the consideration of any application for credit.

2.2. The borrower by implication, hereby authorizes IBILE MFB to access any information as may be available on the Borrower as provided by the Credit Agency. The Borrower also agrees that his/her/its details and the outcome of the loan application may be registered with the Credit Agency.

2.3. The Borrower hereby authorizes the Lender to disclose any information or documentation relating to the loan to third parties including credit reference agencies, collection agencies and Regulators.

3. Notices

The Borrower agrees that the IBILE MFB may communicate with him/her/it by sending notices, messages, alerts and statements in relation to this Agreement in the following manner:

3.1. To the most recent physical address IBILE MFB holds for the Borrower;

3.2. By delivery to any email address provided by the Borrower during the customer onboarding process;

3.3. By delivery of an SMS to any mobile telephone number the Borrower may have provided to IBILE MFB.

4. Terms of the Credit Facility
   • Signatories have the right to accept this facility and would have taken all necessary steps to authorize the same in line with the terms and conditions herein.

• The interest rate shall accrue from the day of disbursement of funds by the Lender to the accepted Borrower.

• The Borrower warrants that full repayment shall be made according to the Payment Schedule attached to the Offer Letter, within the stipulated tenor contained in the Offer Letter.

• In the case of direct disbursement to Third-Party contractors, or joint venture associates, the accepted Third-Party contractor upon disbursement by IBILE MFB shall send its invoice and waybill to the Lender as proof of acceptance and delivery.

• Any default after three (3) business days of the due date shall be subjected to late charges and interests, which shall be three (3%) percent above the percentage of interest provided for in the Offer Letter, or such other interest as may be communicated at the discretion of the Lender.
• The Borrower upon execution of this Agreement, would have granted a one-time lien on the purchased inventory in favour of the Lender.

• On or before Maturity, the Borrower promises and agrees to repay the Total Repayment and any other charges that may have accrued.

• The Borrower undertakes to cover all costs and expenses (including legal fees) incurred by IBILE MFB in connection with any proceeding initiated by or against the Lender as a consequence of entering this loan facility Agreement.

• The Borrower agrees and authorizes IBILE MFB to use data provided by third parties (me and other partners as the case may be) to assess Borrowers’ creditworthiness.

• The Borrower upon execution of this Agreement, agrees and consents to the Lender making consultations with Credit Bureaus to perform credit checks in order to obtain the Credit history of the Borrower.

• The Borrower upon execution of this Agreement, agrees and consents that Lender may refer bad credit history and behaviours to other Lenders.

• The Borrower remains personally liable to repay his/her/its loan and undertakes to uphold its financial obligations to the Lender, no matter who is the final beneficiary of the loan.

• Prepayment clause: The Borrower may decide to prepay the entire loan amount advanced to him/her/it anytime at no extra cost but would make sure he/she/it would have to pay all the interests that would have accrued on the entire loan at the end of the loan tenor.

• Loans repayments are programmed to be settled in monthly installments till the last repayment is made. Monthly installments will include loan principal and interest. Our loan tenure ranges from 3 months to 24 months.

• Loan repayment shall be made by deducting same from the borrowers account on payment due dates. Loan repayment cycle are calculated in 30 days. Example; if you take a loan on the 25^th of the month, your repayment will likely be on the 24^th of the next month depending on how the 30 days repayment circle is completed.

5. Covenants by the Borrower
   • The Borrower undertakes and warrants that in the event there are any outstanding repayments during the validity of the facility thereon:
     • The Borrower shall grant the Lender access to its assets, collateral, or pledged assets utilized to secure this loan facility;

• Acceptance of this offer or any part thereof does not and will not constitute an event of default under an existing contract, law or regulation;

• It would not be in default under any obligation to a Third Party such as a supplier invoice, a lending facility, salaries, and tax dues which would have a material adverse effect on the company/Borrower’s financial situation;

• It shall not take any action to divert the domiciliation of proceeds/repayments or make repayments to an account different from the Repayment Account and shall not accept as valid any instruction from any party conflicting with this covenant.

5.5. IBILE MFB reserves the right to full recourse over the Borrower and all assets standing in his favour wherever discovered, to recover outstanding repayments under this loan facility, independently of the commercial relationship between the Borrower and the Lender regarding payments/late payments/partial payments/non-payment by the Borrower.

5.6. Borrower shall communicate to IBILE MFB, by way of email as provided in the offer letter, any material changes in its financial situation and potential claims that may trigger insolvency no later than three (3) business days after they may have occurred or as may be reasonably anticipated in the circumstance.

5.7. Borrower shall take out all necessary insurance to protect its inventory and assets as may be reasonably required, including but not limited to Fire, Theft and Burglary Insurance policies.

5.8. It shall provide IBILE MFB, by way of email to info@ibilemfb.com, with a continuously updated list of all corporate accounts held.

5.9. A Borrower/Company shall disclose to IBILE MFB, by way of email to info@ibilemfb.com as soon as they raise/created/modified/cancelled, any commercial exchange/document, whether written or oral, between the Borrower and its Third-Party Business Associates or Vendors regarding commercial agreements, purchase orders, delivery schedules, waybills, weighting tickets, tickets, invoices, credit/debit notes and disputes.

5.10. The Loan will be used solely and in line with the purpose(s) indicated in the loan application through the IBILE Digital Bank app/web portal.

5.11. Repayment instruments, such as Bank transfer form, cheque or direct debit mandate, will be filled with true, accurate and complete information.

6. Events of Default

The following events shall be considered a default and cause all outstanding amounts under this facility to become due and payable immediately:

6.1. The Borrower has not repaid the monthly amount payable on any due date according to the attached repayment schedule as contained in the Offer Letter; or

6.2. The Borrower fails to make a repayment of principal, interest or other amount in respect of the loan on the date it was due to be paid; or

6.3. The Borrower breaches any term and condition of the Loan including any covenants undertaken by the Borrower under this terms and conditions, the loan application or contained in the Offer Letter

6.4. Where a bankruptcy petition is filed against the Borrower; or

6.5. Where the Borrower is unable to pay any other party within the meaning of Section. 1 of the Bankruptcy Act (Cap 30) Laws of the Federation of Nigeria; or

6.6. Where a situation arises which in the opinion of IBILE MFB, it is inappropriate for IBILE MFB to continue to extend any facility to the Borrower including where the Borrower exhibits material delays in loan repayments or there is a likely suspicion about the degrading state of the Borrower’s financial/commercial/legal situation; or

6.7. Where the Borrower defaults in the performance or observance of any term, condition or covenant herein and such breach or default shall continue unremedied for five days’, a five days’ notice shall be given to the Borrower to remedy the situation.

In the event of any default by the borrower subject to the above:

6.8. IBILE MFB shall apply a daily default charge on the amount due until account is made current or fully liquidated.

6.9. IBILE MFB reserves the right to notify any member of the general public (including, but not limited to the borrower’s employer, guarantor) in the event of default or non-repayment of a loan amount by the Borrower.

6.10. IBILE MFB reserves the right to assign its right, title and interest under the Agreement to an external Collections Agency who will take all reasonable steps to recover any amount due, payable and outstanding.

6.11. IBILE MFB also reserves the right to institute legal proceedings against the defaulting Borrower and is under no obligation to inform the Borrower before such proceedings are initiated.

6.12. The Borrower shall be responsible for all legal costs and expenses incurred by IBILE MFB in the effort to recover any outstanding loan balance owed by the Borrower.

7. IBILE MFB’s Right of Set-Off

7.1. IBILE MFB may at any time with or without notice:

(i) Combine or consolidate some or all of the Borrower’s accounts without any liability to IBILE MFB, and

(ii) Set-off and transfer any sum standing to the credit of any such account in full or partial payment of any amount the Borrower owes under this loan facility.

7.2. This clause is in addition to and does not amend or qualify any other present or future right of the Lender to combine or set off the Borrower’s accounts with it.

7.3. After five (5) working days of the Borrower being notified of a default, the Borrower by implication grants the Lender the right:

(i) to execute its set-off right over the securities provided; and

(ii) to activate the Direct Debit Mandate, Standing Order, Post-Dated and/or Blank Cheques or any other means the Lender deems fit to recover proceeds whether targeted at Borrower’s corporate entity or targeted at Borrower’s Directors, concurrently.

8. Dispute Resolution

8.1. The Parties shall use their best endeavors to settle any dispute or difference between them arising from or in connection with this Agreement amicably, through mutual discussions, agreements and mediation.

8.2. The Lender shall be entitled to issue a notice to commence the process of Mediation. when the dispute is referred to Mediation, the Mediation proceedings shall be held in Lagos State, Nigeria and conducted in English Language in accordance with the provisions of the Lagos Multidoor Courthouse (LMDC), Laws of Lagos State 2007.

8.3. Any Mediation award made by the Mediator shall be binding on both Parties and Parties shall bear their respective costs regarding Counsel and

Mediation costs.

9. Other Considerations

9.1. The Lender, by way of email reserves the right at all times to review the terms and conditions of this loan facility, including terminating forthright this facility immediately and demanding the repayment of the outstanding amount as well as exercising its right of set-off over the pledged securities. Provided that variation of any of the term of the loan agreement would not become effective until after 7 days of notifying same to the Borrower.

9.2. The Lender reserves the right to determine interest and fees payable by the Borrower in case of default wherein payments are received by the Lender after the predetermined transaction cycle.

9.3. The Borrower consents irrevocably to any future transfer and assignment, however arising of the loan, whether as part of a loan transfer scheme or otherwise.

9.4. The Borrower authorizes IBILE MFB to use the Corporate card information for fund collection in the event there is a default in payment of any outstanding loans under the loan agreement.

9.5. This loan facility inures to and binds the heirs, successors, Administrators of Estate and assigns of the Borrower.

9.6. If any provision of this loan facility, or the application of it to any party or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this loan facility, and the application of such provision to other parties or circumstances, shall not be affected thereby, the provisions of this loan facility being severable in any such instance.

9.7. All references to Lender’s rights in this transaction also mean Funds Provider’s rights and vice versa.

9.8. Interest rates will always remain competitive and will be priced according to prevalent market conditions. Our MDA loan for example is priced at 2.95% monthly. Irrespective of what the conditions are, we shall try to continually ensure that our Annual Percentage Rate does not exceed 36% while trying to cover our cost and maximize profit to remain sustainable.

Declaration by Borrower

• I hereby confirm that I have read, understood and agreed to the above terms and conditions. I also authorize IBILE MFB to present the repayment instrument issued by me (in favour of IBILE Microfinance Bank Limited) for the repayment of the loan/credit as and when due until the entire amount owed is fully paid and if, for any reason whatsoever, the Borrower’s account is not funded at the time of presentation, the Borrower shall be criminally liable under the Dishonoured Cheques (Offences) Act, CAP D1, LFN 2004.
• I also declare by signing this Agreement and taking credit/drawing on the loan that I shall repay all moneys in accordance with the schedule of repayment as and when due. In the event that I refuse to repay in the terms of the schedule and the credit facility becomes delinquent, IBILE MFB shall have the right to report the delinquent loan to the appropriate authorities in line with extant lending regulations.
• I authorize IBILE MFB to set-off my indebtedness from any money standing to my credit in any bank account and from any other financial assets they may be holding for my benefits, or to which they have recourse or access.
• I covenant and warrant that IBILE MFB shall have the power to set-off my indebtedness under this agreement from all such monies and funds standing to my credit/benefit in any or all such account or from any other financial assets belonging to me and in the custody of any bank in Nigeria.
• I hereby waive any right of confidentiality whether arising under common law or statute or in any other manner whatsoever; and I irrevocably agree that I shall not argue to the contrary before any court of law, tribunal administrative authority or any other body acting in any judicial or quasi-judicial capacity.