PARTNERSHIP AGREEMENT

This Partnership Agreement “the Agreement” is made on the …………………………………

2022 (the "Effective Date").

BETWEEN

……………………………, a private limited company incorporated under the laws of the

Republic of Kenya with Certificate of Incorporation No………………………… with its
registered address at ……………………………………………………….., and which
controls a chain of shops selling Smartphones (Hereinafter referred to as “DEALER” which
expression shall where the context so requires to include its successors in title, lawful
representatives and assignees) of the First Part;
AND

WATU CREDIT LIMITED, a private limited company incorporated under the laws of the
Republic of Kenya issued with Certificate of Incorporation No…………. with the registered
address at ………………………………………. (hereinafter referred to as ‘’WATU’’, which
expression shall where the context so requires to include its successor in title, lawful
representatives and assignees) of the Second Part.

RECITALS

A. WHEREAS the Dealer is engaged in the business of supplying and selling electronic
devices such as Smartphones;
B. WHEREAS WATU is engaged in the business of providing Asset Financing to its
customers; AND
C. WHEREAS the Parties are desirous to engage in a non-exclusive business arrangement
within which WATU shall provide financing by issuing Loans to its customers for the
purchase of Smartphones from the DEALER who shall supply the Smartphones, back
covers & glass protectors to such customers in the manner described under this
Agreement.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. SCOPE

The Agreement shall cover only the Smartphones, back covers and glass covers jointly agreed
upon by the Parties hereto. This Partnership shall only be applicable to the extent of the
business transactions/arrangement agreed upon by the Parties and not otherwise.
2. DURATION OF THE AGREEMENT

The Agreement is effective from the date of this Agreement stated above and shall be valid for
1 (one) year. Upon expiry of this Agreement, the Parties may renew or extend the Agreement
subject to both Parties consenting to it in writing.

WATU, in its discretion, may allow the DEALER to participate in a pilot period during which
the DEALER will experience a period of trial for the sale of the smartphones under the
arrangement outlined within this Agreement. This “Pilot Period” shall not exceed a term of one
(1) month within which the Parties will be clear that the Agreement may terminate after the
one (1) month. The Agreement shall be deemed binding and on course if after the trial period
no intention to terminate has been expressed.

3. TERMS AND CONDITIONS

The Parties hereby agree that each Party shall be governed by the terms and conditions set forth
below:

3.1. The DEALER shall supply Smartphones, back covers & protective glass (the “Device”
or “Devices”) to WATU’s customers at the DEALER’s prevailing retail price. The
term “Watu Customers” shall apply to any customer seeking to purchase Devices on a
credit basis financed by WATU. Pricing shall remain the same for both cash and credit
customers with the DEALER not giving preferential pricing to cash customers.
3.2. WATU shall provide financing for Watu customers in the form of a loan, which shall
be for the amount and period as identified in the Loan Agreement as attached in
Appendix 3 of this document. Such financing shall be based on the process and
procedures set out in Appendices 1 & 2 of this Agreement. WATU may amend
unilaterally the terms of the loan (e.g. down-payment amount, loan duration, weekly
instalment, interest rate etc.), as well as the terms of the loan agreement, and the
process and procedures from time to time subject to 24 hours notice to the DEALER.
3.3. For Devices that are supplied on credit basis to Watu Customers, WATU shall furnish
the payment to the DEALER on a weekly basis on the following basis:
3.3.1. The DEALER shall gather sales from the previous week (Monday to Sunday)
and send these in a Statement to WATU on the following Monday.
 3.3.2. WATU shall have 7 days to reconcile & effect payment in respect of the
Statement delivered by the DEALER to WATU to the DEALER’s account.
3.4. The DEALER shall strictly follow the process laid out under Appendices 1 & 2 of this
agreement, which may be amended by WATU unilaterally from time to time and shall
be notified to the DEALER with at least 1 (one) day notice.
3.5. DEALER shall sign Loan Agreements on behalf of WATU. This shall at all times be
done with WATU’s guidance and following the prescribed channels.
3.6. The DEALER shall ensure that its employees perform their duties pertaining to this
agreement with such care and diligence and without any abuse of the authority, in
respect of services they render to Watu Customers. The DEALER has not been
authorised in any manner whatsoever to engage in other business activities or
agreements with third parties on behalf of WATU except for those set out under this
agreement.
3.7. The DEALER shall only release the Devices upon the express approval of WATU, as
set out under Appendices 1 & 2 of this Agreement. Such approval shall be in the form
of a WhatsApp message by the authorised WATU representative(s) (whose identity
shall be disclosed to the DEALER at the commencement of this partnership) to the
relevant WhatsApp account(s) specified by the DEALER to WATU. Both WATU and
the DEALER reserve their rights to withhold approval for the release of a Device to a
Watu Customer, provided that the decision to withhold approval is clearly & promptly
communicated to all parties, including the Watu Customer. WATU has no obligation
to justify rejection of any loan application or withholding of approval.
3.8. The DEALER shall provide to WATU photocopies via WhatsApp of the following
documents on the day of sale:
1. copy of Personal Identification of the customer;
2. photo of the customer;
3. photo of the first and last page of the Loan Agreement;
4. photo of the Device box, the technical specification sticker (containing
IMEI, model, tech specifications).
3.9. The Devices shall only be delivered to the customer upon enrolment in security
software confirmation from WATU. The DEALER shall thereafter be responsible for
delivering the Device to the Customer where all relevant approvals have been received,
as set out under Appendices 1 & 2 of this agreement. The DEALER shall not be
responsible in any way for the functioning, maintenance or effectiveness of the security
software application. The DEALER shall solely rely on WATU’s approvals per the
 processes as set out under Appendices 1 & 2 for release of the Device and shall bear
no responsibility or liability for any malfunctioning of any kind of the security software
as long as it has been properly installed prior to delivery to WATU customer.
3.10. The DEALER shall courier all the original documents to be delivered to Nairobi
branch of WATU on a weekly basis in a diligent and timely manner. Such courier costs
shall be borne by WATU.
3.11. The DEALER hereby warrants and represents that at all times it shall supply
Watu Customers with Devices which are genuine, of merchantable quality, and carry
genuine manufacturer warranties that cover manufacturing defects in line with the
warranty policies of the relevant Device manufacturer. Where the DEALER fails to
adhere to the requirements set out in this clause 3.11, the DEALER shall be liable for
losses incurred by WATU as a result of any claims arising from the supply of
counterfeit Devices or Devices lacking any kind of manufacturer warranties to Watu
Customers.
3.12. In the event of variations on the prices of the Devices, the DEALER shall inform
the same to WATU at least 24 hours prior to price change effective date, under the
following process:
3.12.1. Where the DEALER informs WATU of any price change to any Device, WATU
shall respond within 24 hours with either (a) a withdrawal by WATU of the
financing to be provided by WATU for the relevant Device(s) or (b) confirmation
that the price change is acceptable and the relevant Device(s) shall still be financed
by WATU. In the case of (b), WATU shall provide the DEALER with the new
amounts pertaining to the down-payment amount, weekly/monthly instalment
amount and all such updated information as would be deemed necessary to enable
the DEALER to correctly display the terms of WATU’s financing offer to Watu
Customers in the DEALER’s branch network.
3.12.2. In addition, WATU shall also promptly inform the DEALER of any changes to
the terms of the financing provided by WATU to Watu Customers. The DEALER
also reserves the right to withdraw supplying Devices to Watu Customers as a
result of such changes instigated by WATU.
3.13. The DEALER shall strictly sell the Devices to WATU’s Customers at the
prevailing price informed from time to time by the DEALER to WATU. The DEALER
shall charge no additional charges at the time of the sale of the Device to Watu
Customers without written approval from WATU, contrary to which it shall result in
material breach of the Agreement and WATU will exercise its contractual right to
 terminate. For avoidance of doubt this clause does not apply to any charges that are
levied by the DEALER’s service centre in respect of any repairs required by the Watu
Customer after the time of the sale of the Device.
3.14. WATU hereby acknowledges that, where the DEALER has fully complied with
all processes & procedures set out in Appendices 1 & 2 (as amended and notified from
time to time), then the ownership of a Device to be supplied to a Watu Customer shall
immediately pass from the DEALER to WATU upon breaking of the seal, after the
Cooling Off Period under clause 3.18.2 has either been waived or completed by the
Watu Customer. WATU shall thus become liable to pay the DEALER for this Device
regardless of whether WATU sends the DEALER the 2nd approval via WhatsApp as
set out in the procedures in Appendices 1 & 2 of this agreement. In a scenario where
WATU has sent the 1st Approval to the DEALER and not the 2nd Approval but the
security seal has been broken, the DEALER shall put the relevant Device back into its
stock and (a) include the cost of the relevant Device in the balance owed by WATU to
the DEALER (b) make the relevant Device available for sale to the next prospective
Watu Customer.
3.15. Nothing in this agreement shall create any additional obligations on the
DEALER in respect of repairs for any Device supplied by the DEALER to a Watu
Customer over and above those obligations the DEALER has in respect of the relevant
manufacturer’s warranty contained within the Device supplied to a Watu Customer.
3.16. Appendices 1 & 2, together with the loan agreement attached in Appendix 3,
form an integral part of this Agreement. The terms of the loan agreement as well as the
processes may be changed unilaterally by WATU from time to time, and WATU shall
send an updated version to the DEALER at least 24 hours prior to the effective date.
3.17. Both WATU and the DEALER shall act in good faith at all times and in all
matters relating to this Agreement including but not limited to appraising their
customers, providing precise and accurate information regarding the Devices.
3.18. Returns & Exchanges: Both WATU and the DEALER agree to be bound by
the following process, being the existing returns & exchange policy of the DEALER:
3.18.1. No Cash refunds are permitted.
3.18.2. Cooling Off Period: WATU shall offer the Watu Customer a Cooling Off
Period of 24 hours after sending the 1st Approval via WhatsApp to the DEALER.
This 24 hour cooling off period shall be communicated by the DEALER’s staff to
the Watu Customer prior to breaking the seal of the box of the Device. The Watu
Customer will then either (a) take up the Cooling Off Period offer whereby the
 Device remains in the branch and the Watu Customer returns after 24 hours to
proceed with the transaction or request a refund of the down-payment from
WATU; during Cooling Off Period breaking the seal of the Device box is
prohibited and such pending Device during the Cooling Off Period shall not
be added to the weekly Statement payable by WATU (unless sold to another
WATU customer) or (b) waive the need for a Cooling Off Period. In either case,
the Watu Customer shall then proceed to sign the loan agreement and the
DEALER shall conclude the transaction per the steps laid out in Appendices 1 &
2.
3.18.3. Where a Device is brought back to a DEALER containing a manufacturing
defect, then the DEALER shall assess the defect and advise the Customer
accordingly as regards the dealing with the defect. The DEALER shall guide the
Watu Customer on steps to take towards addressing the issue.
3.18.4. Where a Device is brought back to the relevant branch of the DEALER
containing a manufacturing defect more than 48 hours after the Watu Customer
received the Device, then such Device shall be sent for inspection to the
DEALER’s service centre. Upon confirmation by the DEALER’s service centre
that there are no other defects or damages to the Device, the DEALER shall
arrange for such Device to be repaired at no charge to the Watu Customer provided
the terms of the manufacturer’s warranty in respect of the Device permit such
repairs. Where the DEALER’s service centre discovers defects or damage other
than that relating to a manufacturing defect, the DEALER shall be under no
obligation to repair the Device except where the Watu Customer agrees to pay for
such repairs.

4. CONFIDENTIALITY AND NON-DISCLOSURE

4.1. Save for the information disclosed to perform its obligations under this Agreement, the
party receiving any information or data (the Receiving Party), during the term of this
Agreement and 3 (three) years after the termination of this Agreement shall keep secret
any information which the Receiving Party has acquired as a result of negotiating this
Agreement or entering into this Agreement or performing this Agreement and which
information by its nature or content is identifiable as confidential and proprietary to
the other party (the Disclosing party) or which is provided or disclosed in confidence.
For purposes of this clause, any information disclosed by the DEALER to WATU in
 respect of any device pertaining to pricing, marketing, repair, launch dates of new
models AND any information pertaining to the DEALER’s relationships &
arrangements with its partners (such as Airtel, Chandarana, Naivas, Samsung or other
Device manufacturers) shall all be deemed confidential. Receiving party may be held
liable where the disclosure of such confidential information to a third party without the
written consent of the Disclosing party causes a demonstrable loss to the Disclosing
party. Such information shall exclude:
a) information or data which is in the public domain at the time of disclosure to
the receiving party;
b) subsequently becomes part of the public domain otherwise than as a result of
a breach by the receiving party;
c) subsequent to the disclosure by the disclosing party to the receiving party
becomes available to the receiving party from a source other than the
disclosing party; or
d) is disclosed under a requirement or request by operation of the law or
regulation. Each party shall not at any time use for its own or another's an
advantage any information which is by its nature or content identified as
proprietary to the disclosing party.
4.2. Each party to this Agreement shall promptly notify the other party if it becomes aware
of any breach of confidence and shall give the other party reasonable assistance in
connection with any proceedings which the other party may institute against such
person for breach of confidence.

5. MISCELLANEOUS

5.1. Any amendments to this Agreement shall be mutually agreed upon between the Parties
in writing.
5.2. Neither party hereto shall have a right to assign the rights/obligations herein without
the other party’s consent and the Parties undertake to act in good faith concerning each
other’s rights/obligations.
5.3. At any time before the expiration of this Agreement either Party may terminate the
Agreement subject to one (1) month notification to the other party one. With consent
of the other party, the requirement of notice may be dispensed with by giving consent
to terminate the Agreement.
 5.4. In the event of breach of terms and conditions to this Agreement, misrepresentation,
dishonesty or any proven disreputable behaviour on the part of either the DEALER or
WATU, then the injured party shall have the sole right to terminate this Agreement in
writing with immediate effect with issuance of a notice explaining the circumstances
for the termination.
5.5. Any notice shall be deemed to be properly served if delivered to the registered office
of either party.

6. POST TERMINATION OBLIGATIONS

6.1. The Parties hereby agree that, either (a) upon the exercise by a Party of their right of
termination under clause 5.3 or (b) upon the exercise by a Party of their right of
termination due to a breach of this Agreement by the other Party, the following steps
will be completed and adhered to:
6.1.1. The DEALER shall issue WATU with a statement containing all remaining
outstanding balances owed by WATU to the DEALER under this agreement;
6.1.2. WATU shall promptly settle all the outstanding balances within 7 business days
of receipt.
6.1.3. The DEALER shall transfer all relevant documentation in respect of Watu
Customers who have entered into a loan agreement with WATU, including any
signed loan agreements that have not been sent to WATU.
6.1.4. The DEALER will cease to represent WATU in any capacity thereafter,
removing all marketing materials in respect of the Device financing.

7. FORCE MAJEURE

7.1. Neither Party shall be held responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, acts of Government,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services or pandemic.
 7.2. It is agreed by the Parties in such events as mentioned under clause 7.1 above, the
Parties may either mutually terminate the Agreement or resume performance as soon
as practicable under the circumstances.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. The Agreement shall be governed and construed by the laws of the Republic of Kenya.
8.2. Any disputes arising out of or in connection with this Agreement shall as much as
possible be settled amicably by the parties within thirty (30) days, failure to resolve
within the specified time the Parties will mutually agree to proceed with either
arbitration or to the Courts of law.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have set
hereunto their respective hand and or seals on the date first hereinabove mentioned.

SIGNED for and on behalf of ******

Name ………………………………….

Signature .……………………………….

Title Authorized Signatory

Name ………………………………….

Signature .……………………………….

Title Witness

SIGNED for and on behalf of WATU CREDIT LIMITED

Name ……………………………….

Signature .……………………………….

Title Director

Name ………………………………….

Signature .……………………………….

Title Secretary