Colour photo

CDS 1
th
10 FLOOR, NATION CENTRE, P.O. BOX 3464 00100, GPO NAIROBI, KENYA,
Tel: 020-2912000; FAX 2229405, www.cdsckenya.com

(TO BE COMPLETED IN DUPLICATE) Joint Account

Serial
Code

SECURITIES ACCOUNT OPENING/MAINTENANCE FORM Yes No.

No.

(If more than 2 joint holders details of

NEW or EXISTING CDS Account Number the other to be on another form signed
by all)
CDA Code Account Number Client type Are You Tax Exempt?

Yes No.
Names in Block Letters (If yes, attach a certified a copy of Tax
exemption certificate)

Surname

Other Names
Company/Business Name (if client is a
company, society or other organization)
ID/Passport/Reg. No. (for company, business, etc)
PIN No.
Address
Postal Code
Telephone Number(s)
Fax Number
Email Address
Town
Date of Birth/Incorporation (as applicable)
Country of Residence
Source of funds
Nationality
Next of Kin: Name Phone Number E-mail Address Relationship
1.
2.
Client Category (Tick as Applicable) Local Individual (LI), Local Company (LC), Foreign Individual (FI)
Foreign Company (FC), E.A. investor (EI) E.A Company (EC)
Dividend Disposal preference ( ) by bank, please give details below ( ) By Cheque Tick Where applicable
Bank Details Bank Branch Account No.

DECLARATION:
I/We hereby:
(i) Request to open and maintain a Securities Account in my/our name/ Change particulars in my/our Securities Accounts as
indicated above (delete as appropriate)
(ii) Affirm that all information in this form is correct.
(iii) Undertake to notify my CDA any change of particulars or information provided by me/us in this form.
Name(s) Signature(s)
1. ................................................................................................. 1. ......................................................

2. ................................................................................................. 2. ......................................................

3. ................................................................................................. 3. ......................................................

4. ................................................................................................. 4. .......................................................

(Securities Account Holder’s Authorized Signatory/Seal for Companies) Date: ............/............../....../................

For CDA use only

Witnessed and Verified by: ............................................. Authorized by: ...................................................

Name: .............................................................. Name: ...................................................

Designation: ............................................................. Designation: ....................................................

Date: ............................................................. Date: ....................................................

Company Stamp

Other Services /Products

I/We request to be subscribed to the following services/products whose terms of use, I/We confirm to have read and understood.
Find the Terms & Conditions at: www.cdsckenya.com

SMS Services Online Account Services Email Account Services

 Account Opening and Signature Registration Form [Individual]
Account type (tick appropriately) Individuals Joint Account Holders

I intend to open an investment account and undertake to comply, observe and be bound by the Terms and
Conditions in force and as amended from time to time pertaining such accounts.

First Applicant
Full Names (as per ID/Passport No)*

ID/Passport No* Nationality Date of Birth*

d d m m y y y y
Postal Address* Postal Code* Town*

County(Where Applicable) Mobile No. Telephone: Work/Home

C/O (Where Applicable) Personal Email Address

Resident Country Occupation/Business*

Telephone: Residential Physical Address of Residential Area*

Second Applicant
Full Names (as per ID/Passport No)*

ID/Passport No* Nationality Date of Birth*

d d m m y y y y
Postal Address* Postal Code* Town*

County(Where Applicable) Mobile No. Telephone: Work/Home

C/O (Where Applicable) Personal Email Address

Resident Country Occupation/Business*

Telephone: Residential Physical Address of Residential Area*

FIRST APPLICANT: ____________________________________SECOND APPLICANT:____________________________________________ 1

 Bank Account Details
Account Name Bank Name Sort Code

Account Number Branch Country

MPESA Accounts Details

Account Name Mobile Number

Email Address Details

Email Address

Declaration
I/We agree that this account shall be operated at the discretion of the Dyer & Blair Investment Bank Limited and
hereby agree to indemnify Dyer & Blair Investment Bank Limited against any loss or claims arising out of the
account being closed by Dyer & Blair Investment Bank Limited without notice due to unsatisfactory
performance. I confirm having read and understood the General Terms and Conditions.

Account Mandate
Single Either to Sign All of us jointly

Signature Sample [First Applicant] Signature Sample [Second Applicant]

Name: Name:

Date: Date:

FIRST APPLICANT: ____________________________________SECOND APPLICANT:____________________________________________ 2

General Terms and Conditions 3. Client’s Contacts:
(a) The Account will be operated in the name of the Client. DBIB shall require
The relationship between the Client and Dyer & Blair Investment Bank Limited (DBIB) is governed satisfactory proof of the Client’s name, registered address, telephone, fax numbers
by the Laws of Kenya, except where the following terms and conditions apply and subject to any and email address(s) including changes thereof (if any) and may refuse to act upon
further agreement in writing. the Client’s instructions until these requirements are met.
(b) The contact details provided by the Client in the Application Form shall be
1. Interpretation considered the Client’s contact details for purposes of the Investment Account. All
1.1 The clause headings in this agreement have been inserted for purposes of communication by DBIB to the Client will be sent using the said contact details
convenience only and shall not be taken into account in its interpretation. unless otherwise specified in writing by the Client and in the event of any change to
1.2 Any reference to any statute, enactment or by-law shall be a reference to that this address; the Client shall be responsible for advising DBIB in writing.
statute, enactment or by-law as at the signature date and thereafter as may be
amended from time to time. 4. Client’s Instruction (s), Authorization and Acknowledgements:
1.3 Words denoting the singular number only shall include the plural and vice versa. (a) The Client hereby authorizes DBIB to comply with all Instruction(s) given in respect
Words denoting any gender include all genders. of the Investment Account as Instruction(s) properly authorized by the Client even if
1.4 Where an obligation is undertaken by two or more persons jointly they are to be they may conflict with any other mandate given at any time concerning the Client’s
jointly and severally liable in respect of that obligation. Investment Account/ or Investments.
1.5 Any obligation on any party not to do or omit to do anything is to include an obligation (b) The Client agrees that such Instruction(s) shall be binding on the Client upon
not to allow that thing to be done or omitted to be done. transmission to DBIB and the Instructions cannot be changed or withdrawn without
DBIB‘s consent and that DBIB is not obliged to check further on the authenticity of
1.6. Definitions such Instruction(s).
In this Agreement, the following expressions shall, unless the context otherwise requires, have (c) The Client authorizes DBIB to accept receipt of the Instructions in relation to the
the meanings hereby assigned to them: Investment Account issued by the Client and or any of the Authorized Signatories,
(a) “Investment Account(s)” means an account opened in the name of the Client Attorney and /or Agent. Any waiver of this condition by DBIB will not absolve the Client
(hereinafter defined) with DBIB (hereinafter defined) for purposes of transacting in or his/her Authorized Signatory from taking up delivery of Investments duly purchased by
various Investments (hereinafter defined). DBIB on behalf of the Client or his/her Authorized Signatory and to pay DBIB any amount
(b) “Client” means an individual(s), company, a self-help/welfare group, sole due on any such purchase.
proprietorship, partnership or institution that holds an investment account(s) with (d) The Client authorizes DBIB, subject to opening an Investment Account, to hold on its
DBIB. behalf, for safekeeping any money and/or Investments the Client delivers to DBIB or
(c) “Application Form” means the form to be duly filled out and executed by the Client which DBIB buys or receives on its behalf as client’s money or client’s assets. In the event
requesting DBIB to open an Investment Account and setting out terms and that DBIB sells any Investments held in safekeeping and re-invests the proceeds for the
conditions to DBIB. Client’s Investment Account, DBIB will hold the same in safekeeping on the same basis.
(d) “Authorized Signatory” means the Client or in relation to the Client any person(s) (f) Instructions received and acknowledged by DBIB from the Client on a business day
authorized, as notified by the Client in writing to DBIB to operate the Investment before noon, shall be acted upon on the same day provided the account has
Account in accordance with the mandate. Reference to Authorized Signatory shall sufficient funds. Instructions received thereafter or on a day other than a Business
include any duly appointed Attorney of the Client. Day, shall be processed by DBIB on the next succeeding Business Day.
(e) “Attorney” means, a person(s) appointed under a Deed of Attorney and introduced (g) The Client may, prior to receipt of a written confirmation from DBIB, cancel any
to DBIB by the client to operate the Client’s Investment Account. Instructions given where DBIB has not acted upon the said Instructions. Where
(f) “CMA” means The Capital Markets Authority which is a statutory agency charged DBIB has already acted upon the Client’s Instructions, DBIB may subject to certain
with the prime responsibility of regulating and developing efficient capital markets in conditions and depending on whether any other third party is involved in which case
Kenya. DBIB may already be irrevocably bound to process such Instructions, cancel such
(g) “NSE” means The Nairobi Stock Exchange where exchange of securities issued by Instructions.
publicly quoted companies and the government is done. (h) DBIB may upon giving reasonable prior written notice to the Client refuse to act upon
(h) “CDS” means Central Depository System which is a computer system that facilitates the instructions, if:
holding of securities in electronic accounts. (i) The Instructions are not clear;
(i) “CDSC” means the Central Depository and Settlement Corporation which oversees (ii) DBIB has reason to believe that the Instructions did not originate from the
the management of CDS. Client;
(j) “Trading session” means the hours between 0900 hours and 1500 hours during (iii) The Instructions have not been given in accordance with the terms and
which the NSE is open. conditions; and
(k) “Business Day” means any day which is not an official public holiday, Saturday or (iv) DBIB believes that in carrying out the Instructions, a law, regulation, code or
Sunday and if any such day is not a Business Day, then the next Business Day is other duty or obligation which DBIB is required to comply with may be
immediately succeeding that day. breached.
(l) “Branches” means the places where DBIB is licensed to provide Investment (i) DBIB shall in no way be liable for any loss, damage, cost or expense in respect of
products and services. any order, communication or instruction from the Client which has not been given in
(m) “DBIB” means Dyer & Blair Investment Bank Limited of P.O. Box 45396, 00100 writing. DBIB shall not accept and act in accordance with any order, communication
Nairobi Kenya having its registered office and Head office at Pension Towers, Loita or instruction which has not been given in writing by the client.
Street, Nairobi, which expression shall include without limitation its permitted (j) All communications from DBIB shall be deemed delivered whether actually received
successors in title and assigns. or not upon the receipt of a clear transmission report in the case of facsimile and
(n) “Fees” means the costs, charges and expenses as more particularly set out in Condition telex transmission; upon receipt of a delivery receipt in the case of e-mail
6. transmissions and after 5 days in the case of pre-paid registered mail where it can
(o) “Foreign Currency” means a currency denominated other than in Kenya Shillings. be proved that the communication was correctly addressed.
(p) “Instructions” means, including but not limited to, a request by the Client, Agent, (k) Order cancellations will only be effected before 9.00 am on a Business Day.
Authorized Signatory and or Attorney to DBIB to make any purchase and or sell on Thereafter, any intraday cancellation will take effect after 4.00 pm.
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 ancillary 5. Advice
service(s) thereto. The Client authorizes DBIB to accept Instructions in relation to the (a) The Client acknowledges that:
Investment Account communicated by the Client and or any of the Authorized Signatories (i) DBIB’s affiliates and officers, directors and employees of DBIB and such
through the facsimile transmission, e-mail or Bloomberg. affiliates may engage in transactions or cause or advise other Clients to
(q) “Investments” means products and services offered by DBIB as a duly certified and engage in transactions which may differ from or be identical to the
authorized investment bank which products and services include but are not limited transactions engaged in by DBIB for the Client.
to stock broking. (ii) DBIB shall not have any obligation to engage in any transaction for the Client
(r) “Mandate” means the authority given by the Client to DBIB to operate the Investment or recommend any transaction to the Client which any of DBIB’s affiliates or
Account as set out in the Application Form. any of the officers, directors or employees of DBIB or DBIB’s affiliates may
(s) “Statement” means the record prepared by DBIB from time to time reflecting the engage in for their own accounts or the account of any other Client, except
number and nature of transactions and activities which have been made in and out as otherwise required by applicable law.
of the Investment Account(s). (iii) To the extent permitted by law, DBIB shall be permitted to bunch or aggregate
(t) “Terms and Conditions” means these general terms and conditions. orders for the Client with orders for other accounts, and where there is a
(u) “Specific Terms and Conditions” means the terms and conditions that may be limited supply or market for a security, DBIB makes no assurance for equality
published by DBIB from time to time in relation to a specific product and/or service among all client accounts, but will use its best efforts to fairly allocate
(or otherwise) provided by DBIB. opportunities among all accounts.
(v) “Related Party or Issuer” means a party related to DBIB through the ownership of (b) DBIB makes no representation as to the success of any investment strategy or
or direction or control over voting securities or the parent company of DBIB, or security recommended or selected by DBIB to or for the Client and none of DBIB,
where DBIB exercises controlling influence over that party or that party exercises a its officers, directors or employees shall be liable to the Client for any error in
controlling influence over DBIB. judgment or any act or omission to act, provided that DBIB, its officers, directors and
(w) “Trust” means an arrangement in which an individual (the trustor) gives fiduciary employees shall at all times act in good faith.
control of property to a person or institution (the trustee) for the benefit of (c) DBIB may appoint one or more sub-managers or retain or otherwise avail itself of
beneficiaries. the services or facilities of other persons or organizations (which may include
(x) “Agents” means a person or company authorized to act on behalf of DBIB. affiliates of DBIB) for the purpose of providing DBIB or the Client with statistical and
(y) “OST Account” means Online Share Trading Account, which shall be the website other factual information, such advice regarding economic factors and trends, such
provided by Dyer & Blair Investment Bank Limited for trading of securities. advice as to transactions in specific securities or such other information, advice or
assistance as DBIB may deem necessary appropriate or convenient for the
2. Application Form discharge of its obligations hereunder or otherwise helpful to the Client.
(a) DBIB may but shall not be obliged, upon receipt of the Application Form together (d) By reason of DBIB’s activities and other activities of its affiliates, DBIB may acquire
with all the supporting documentation required, open an Investment Account. confidential information or be restricted from initiating transactions in certain
(b) DBIB shall only be obliged to maintain the operation of the Investment Account securities. The Client acknowledges and agrees that DBIB will not be free to divulge
subject to the Client’s compliance with these Terms and Conditions, any Specific to the Client, or to act upon, any such confidential information with respect to DBIB’s
Terms and Conditions, the Laws of Kenya and any other express or implied terms performance of this Agreement and that, due to such restriction, DBIB may not
regulating the conduct of Investment Accounts in Kenya. initiate a transaction DBIB otherwise might have initiated. The Client further
acknowledges and agrees that all information and advice furnished by either party
to this Agreement to the other shall be treated as confidential and shall not be

FIRST APPLICANT: ____________________________________SECOND APPLICANT:____________________________________________ 3

 disclosed to third parties except with the prior written consent of the other party or (b) Any transaction where DBIB delivers securities or pays money to the Client or to its
as otherwise required by applicable law. order at any time when the Client is obliged to pay money or deliver securities to
DBIB or to its order at that time or subsequently but the Client’s obligations are not
6. Fees and Charges performed simultaneously with or prior to DBIB’s obligations then the Client agrees
DBIB is entitled to be paid by the client and may debit the Client with: to hold on trust any securities or money received from DBIB until its own obligations
(a) Brokerage commission unless otherwise agreed in writing at any rate or rates as to DBIB are fully performed.
determined by DBIB from time to time but not exceeding the maximum allowed by
law, which rate or rates may be different for different Investment accounts. Such 14. Termination and Effects of Termination:
(a) This General terms and Conditions are effective from the date on which both the
commission is calculated per transaction and debited immediately. The commission
Client and DBIB have signed it, and shall continue to remain in full force until either
is pegged on the consideration of each transaction. Consideration is computed from party terminates by giving fourteen (14) days written notice to the other party.
the number of shares multiplied by the share price. Such commission is payable Termination should be effected four working days after the last transaction.
notwithstanding the determination of the relationship of DBIB and the client until all (b) DBIB will complete any transaction that has been executed during the notice period.
sums due to DBIB from the Client have been paid in full, as well after as before any (c) The Client further agrees that any termination shall be subject to the proper
judgment. settlement of all transactions and any amounts due to either the Client or DBIB at
(b) Fees and Levies: Additional cost per transaction includes, Capital Markets Authority, the date of termination and shall not affect any warranties, representation,
undertakings and/or indemnities made by the Client or DBIB which shall continue to
Nairobi Stock Exchange and Central Depository Settlement Corporation, Fees and
remain in full force and effect. Any amount due to the Client or DBIB will become
Levies amounting to a total of approximately 0.32% of the Consideration per due and payable on demand.
transaction. The Client agrees to pay DBIB brokerage commission of 1.5% or 1.78% (d) In the event of any termination DBIB will immediately, deliver to the Client all its
per transaction computed as 1.5% or 1.78% of the Consideration of each transaction Investments and cash which are held subject in every case to the prior payment,
as per Capital Markets Authority regulations as published from time to time. satisfaction and discharge of all liabilities outstanding from the Client to DBIB.
(c) Legal Charges: Advocate and client charges incurred by DBIB in obtaining legal
advice in connection with the Client’s dealings with DBIB or incurred by DBIB in any 15. Acknowledgement of Risk:
legal, arbitration or other proceedings arising out of or connected with such dealings. (i) The Client acknowledges and accepts that there are risks inherent in and associated
(d) Other charges and expenses: In addition to the debits authorized by sub clauses with the Investments which may result in significant losses.
(a), (b) and (c) of this clause, all other proper expenses and charges including but (ii) The Client acknowledges and undertakes to obtain independent professional advice
not limited to, postage, cables, telephone calls, taxes, duties, impositions and that they can consider necessary in respect of the risks involved.
expenses incurred in complying with the Client’s requests or in maintaining the (iii) The Client acknowledges that there are no guarantees of profit or freedom from
Investment account. losses and acknowledges that they have not received any such guarantee from
DBIB, its agents, employees and or representatives and that these terms and
conditions has not been given in consideration of or in reliance upon any such
7. Default guarantee or similar representation;
(a) Where a Client is indebted to DBIB, DBIB has a general lien over all property/assets (iv) Except to the extent caused by the negligence, willful default or fraud of DBIB, the
of the Client in DBIB’s possession, including but not limited to funds held under the Client agrees not to hold DBIB responsible for any losses incurred by following its
Clients Investment Account, Securities in DBIB’s custody and the Client’s securities investment recommendations or those of its employees, agents and or
held in DBIB nominee company and also over all property which by the general law representatives.
DBIB has a lien. DBIB may also cancel any outstanding orders or commitment made (v) The Client acknowledges that DBIB’s affiliates, officers, directors, employees and or
by it on behalf of the Client. agents may engage in transactions or cause to advise other Clients to engage in
(b) Where the Client is indebted in circumstances giving DBIB a right of set off all transactions which may differ from or be identical to the transactions engaged in by
securities as set out in paragraph (a) hereof are held as security for the debt. DBIB on behalf of the Client;
(c) DBIB may at any time give the Client notice in writing that if an accrued debt is not (vi) The Client acknowledges that in giving Instruction(s) to DBIB they do so in reliance
paid within a period being not less than 7 days of the date of the notice then DBIB of their own judgment and DBIB does not owe the Client any duty to exercise
may without further notice realize sufficient of the Client’s assets to discharge the judgment on their behalf as to the merits or suitability of the transaction as instructed;
debt. Any part payment made will be accepted strictly on account and without (vii) Save to the extent caused by the negligence, willful default or fraud of DBIB, DBIB
prejudice to the DBIB rights. shall not be liable to the Client in any way whatsoever in respect of any such advice
(d) If the debt is not discharged within the time allowed, DBIB may realize sufficient of given or opinion expressed.
the Client’s assets to discharge the debt and the Client constitutes DBIB his attorney
for the purpose of conducting the sale, giving title to; the assets sold and all other 16. Authorized Signatory & Specimen Signatures
necessary matters. Any sum remaining after such a transaction will be held for the (a) The Client may, subject to prior notification to DBIB, appoint such person or persons
Client subject to these Terms and Conditions. to give Instructions in relation to the Investment Account on behalf of the Client, and
(e) DBIB is under no obligation in respect of any sale under sub clause (d) other than DBIB shall, subject to these Terms and Conditions relative to the Investment
for bad faith. Account, the scope of the authority of the Authorized Signatory as set out in the
Client’s Mandate and Capital Markets laws and regulations, honor and comply with
8. Delay by Client in Lodging Complaints all instructions issued by the Authorized Signatory subject to the following terms and
DBIB is not responsible for any matter unless the Client has made a complaint to DBIB as soon conditions.
as reasonably possible after receipt by him of notification of the matter. Where notification from (b) (If an Agent) the Client shall be required to complete and execute the Letter of Agent
DBIB is expected but not received, the complaint must be made within a reasonable time after Authorization and Indemnity to DBIB specifying the terms of the Agent.
non-receipt. (c) (If an Appointed Attorney) the Client will be required to provide DBIB with a certified
copy of the document appointing the Attorney and to introduce them to DBIB.
9. Partnership Accounts (d) Unless otherwise advised by Client in writing, the Client’s Agent and/or Attorney
In the event of the Client being a partnership the following additional provisions apply: shall be duly authorized, and will continue to be so authorized, to operate the
(a) All liability of the partners is joint and several. Investment Account and will be required to comply with these Terms and Conditions
(b) Upon any change in the constitution of the partnership, the partners will sign a new AND all Applicable Laws while operating the Investment Account.
mandate. (e) The Client understands and agrees that, save to the extent caused by the
(c) A mandate remains in force and may be acted upon by DBIB until it has been negligence, willful default or fraud of DBIB, DBIB shall have no liability for any losses
revoked in writing by all or any of the signatories or until it has been replaced by a resulting from or arising out of DBIB’s reliance on any Instruction received from an
new mandate. Authorized Signatory and shall indemnify DBIB against all action, liabilities, losses,
claims, demands, cost and expenses that may be directly suffered, incurred or
10. Locking of Accounts awarded against DBIB.
DBIB may at any time freeze any account of the Client if and so long as there is any dispute or (f) The Client will be required to give in a form acceptable to DBIB, the specimen
DBIB has doubt for any reason (whether or not well founded) as to the person or persons entitled signature(s) of any person(s) authorized to operate the Investment Account.
to operate the same, without any obligation to institute interpleader proceedings or to take any
step of its own initiative for the determination of such dispute or doubt. 17. Representations and Warranties
(a) The Client represents and warrants that:
11. Joint Accounts (i) All the information given in the Application Form and any other documents
In the event of two or more Clients holding a joint account the following additional provisions apply: provided to DBIB are as far as the Client is aware, authentic, true and
(a) On the death of any one of the client, DBIB shall treat the survivor(s) as the only accurate in all material respects and shall continue to be true and accurate
person entitled to the clients’ investments during the continuance of the Client’s relationship with DBIB and the Client
(b) Any instruction, notice, demand, acknowledgement or request to be given by or to acknowledges that DBIB may reasonably require any other receipt, evidence,
the client under these GTCs may be given by or to any one of the clients. DBIB need document or written confirmation to satisfy DBIB that any statutory or
not inquire as to the authority of the person. That person may give DBIB an effective regulatory requirement has been satisfied;
and final discharge in respect of any of DBIB obligations. (ii) These Terms and Conditions and any other documents provided by the Client
to DBIB, once executed by the Client constitute valid and legally binding
12. Conflicts Of Interest obligations enforceable in accordance with its terms;
DBIB may deal in securities in a Related Party or Issuer provided the terms are reasonably (iii) All necessary licenses, authorizations, consents, approvals and authorities have
comparable to that generally available elsewhere and the transaction is judged by DBIB to be been obtained to enable the Client to effect all the transactions pursuant to this
appropriate in relation to the Portfolio. terms and conditions.
(iv) That the funds used to effect the transactions do not arise out of the proceeds of
13. Settlement any money laundering or other illicit activities.
(a) The Client accepts the entire risk in any transaction effected by DBIB as its agent (v) That the Client has complied with all the rules and regulations relating to its
where the delivery or payment of any securities is to be effected by a third party operational activities.
and acknowledges that DBIB’s obligations to deliver such securities or to account (vi) If any of the information contained in the Application Form or any other
to the Client for the proceeds of the sale of the securities shall be conditional upon information or documentation provided to DBIB by the Client should change,
receipt by DBIB of deliverable documents or sale proceeds from the third party to then the Client shall notify DBIB as soon as reasonably practicable of such
the transaction. The Client also acknowledges that in the case where the offeree change.
has assented to an offer the settlement may be delayed where delivery can only (vii) The Client shall indemnify DBIB for any direct losses suffered by DBIB
be completed by the issue of the securities by the offeror. (including any costs incurred in securing and enforcing its rights thereof)

FIRST APPLICANT: ____________________________________SECOND APPLICANT:____________________________________________ 4

 should any representation or document provided hereunder be false or illegal or unenforceable, the validity, legality and enforceability of the remaining
misleading; and provisions shall not in any way be affected or impaired.
(viii) The Client confirms that it has sought and obtained independent legal and (b) If any term hereof shall become invalid, illegal or unenforceable, such term will
financial advice and has understood the legal and financial implications of the
remain in suspension until such time as such term is amended as agreed in writing
Client’s obligations to DBIB in regard to these Terms and Conditions and the
transactions contemplated therein and in particular to the execution of between the parties.
security documents in favor of DBIB to secure the financial obligations of the
Client to DBIB. 26. Notices
(b) On a continuing basis, DBIB represents and warrants to and for the benefit of the (a) Any notice, statements, letter or other communication from DBIB to the Client shall
Client that: be sent to the address of the Client as specified in the Application Form and the
(i) It is a registered Investment Bank, duly registered by both the Kenyan Capital shall be deemed to have been received by the Client (unless otherwise provided for
Markets Authority and thus authorized to carry on business as a Member of in the Specific Terms and Conditions relating to the Investment Account):
The Nairobi Stock Exchange (i) if delivered personally, at the date and time of delivery;
(ii) It has the power to execute and deliver the terms and conditions and to (ii) if sent by first class registered post, within five (5) days from the date of
perform its obligations under this terms and conditions. dispatch;
(iii) The entering into this Agreement and the undertakings given in terms of this (iii) if sent by facsimile, on dispatch;
Agreement is not in breach of any laws, regulation or license conditions. (iv) if sent by airmail, within three (3) days after dispatch;
(iv) It has no outstanding commitments or obligations, contractual or otherwise (v) if sent by electronic mail (email), telephone or internet, at the time when the
which would impede its ability and right to enter into this agreement and/or message is received;
fulfill its obligations hereunder. (vi) if sent by telex, when the proper answerback message is received; and in the
case of posting it shall be sufficient to prove that the communication was
18. Conditions Precedent properly stamped and addressed.
The Client authorizes DBIB to make any enquiries it may deem necessary in respect of opening (b) Any notice, letter or communications addressed to DBIB shall be in writing or where
any investment account.
with the prior approval of DBIB, by email, facsimile, SWIFT, telex and or such other
19. Confirmations and Statements means as DBIB may approve from time to time and shall be addressed To The
(a) DBIB shall provide the Client with a Statement from time to time (unless otherwise Manager (The branch in which the Investment Account has been opened), Dyer &
requested for by the Client in writing in which case DBIB may charge the Client for the Blair Investment Bank Limited, P.O. Box 45396, 00100 Nairobi Kenya.
issuance of the Statement and debit the Client with additional costs thereof). 27. Governing Law & Jurisdiction
(b) The Client acknowledges and agrees that the contents of the Statement or any certificate The Application Form, these Terms Conditions and any other documents required
to which the Client has not objected to within thirty (30) days from the date of the to be executed by the Client in connection with the Investment Account, shall be
Statement shall be deemed approved by the Client and shall not thereafter be governed by and construed in accordance with the laws of the Republic of Kenya
challenged by the Client on any ground whatsoever and the Client submits to the non-exclusive jurisdiction of the Kenya courts.
(c) Subject to Clause 17(b) above, the Client acknowledges and agrees that the Statement 28. Intention to Be Bound & Independent Legal Advice
or any certificate issued by any authorized signatory of DBIB as to any matter relating to (a) The Client, the Authorized Signatory(s) and any Agent (and every other person
the Investment Account and/or any other dealings with the Client and DBIB shall for all connected to the Investment Account) has executed these Terms and Conditions with
intents and purposes, including any legal or other proceedings, be conclusive and binding the intention to be legally bound by the contents herein.
upon the Client in the absence of any manifest error.
(b) The Client hereby agrees and confirms that they have read and understood these Terms
20. Exclusion of Liability and Conditions and have sought and obtained independent legal and financial advice
(a) DBIB shall not be liable to the Client for any loss or damage (whether consequential regarding the legal, tax, financial or other implication arising under these Terms and
or otherwise) in respect of: Conditions.
(i) any act or omission including any breach of its obligations under these Terms 29. Miscellaneous
and Conditions caused by an unforeseeable circumstance beyond DBIB’s (a) No indulgence by either party in respect of any of its rights hereunder will operate
reasonable control (“Force Majeure”) including but not limited to fire, strike, as a waiver of that party’s rights.
insurrection or riot, floods, embargo, theft or burglary, communication failure,
(b) The Client acknowledges that no representations or inducements to enter into these
inordinate delays in transmission of communication or transportation,
terrorism, war or the requirements of any civil or military authority; Terms and Conditions have been made whether orally or otherwise by DBIB other
(ii) the failure or non-performance of any information technology software or than those specifically referred to herein.
hardware package which shall have occurred directly or indirectly as a result (c) DBIB may amend this General Terms and conditions at any time by reasonable
of any adverse power fluctuation or damage resulting from fire, water, notice, including without limitation to posting revised terms on its website.
accidents, spillage of fluids, connection to improper power supplies, faulty or Email, Online & Facsimile Indemnity
incorrect electrical wiring or connection; The client does authorize, within the framework of functioning of the Investment Account that,
(iii) the validity, authenticity, regularity or value of any documents relating to the email / online/ fax instructions (if opted for) will be acted upon without any other written
Investments. confirmation. Dyer & Blair Investment Bank Limited is not liable in case of any incident that might
(b) Without prejudice to these Terms and Conditions above, where DBIB is found to be arise upon execution of such orders.
liable to the Client for any loss or damage resulting from negligence, willful , delay
or error in carrying out the Instructions, DBIB ‘s liability shall be limited to the That the client acknowledges that they are fully aware and cognizant of the various risks inherent
aggregate of: and associated with communicating instructions by facsimile transmission and email and various
(i) the amount of such direct loss, injury or damage; and fraudulent activities arising from and out of such transmissions and are fully prepared to accept
(ii) the amount of any Interest not received, or any Interest that the Client has such risks and that it is not in the interest of DBIB to assume such risks which have far-reaching
had to pay as a result of such failure, delay or error; consequences.
21. Indemnity
Save to the extent caused by the negligence, willful default or fraud of DBIB the Client hereby
indemnifies DBIB, for any direct losses or damages suffered by DBIB as a result of:
(a) any incorrect information provided by the Client or any other person at the Client’s
request; or
(b) any transaction or activity either as a direct result of the Instructions being deemed
to be found or suspected as being an illegal, fraudulent or suspicious transaction or
activity.
(c) as a result of forgery perpetrated by an employee, servant, agent, contractor or
subcontractor of the Client.

22. Assignment or Transfer

The Client shall not be entitled, without the prior written consent of DBIB, to assign and/or transfer
all or any of its rights, benefits and obligations under these Terms and Conditions to any person
at any time.

23. Variation & Amendments

Any addition or alteration of these Terms and Conditions made from time to time by DBIB of which
notice has been given to the Client shall be binding upon the Client as fully as if the same were
contained in these Terms and Conditions

24. Disclosure of Information

DBIB may not without the Client’s prior consent, disclose any information about the Client or
any other person relating to the Investment. Account, to any other third party other than in the
following circumstances:
(a) with the prior written approval of the Client, to selected agents, associates or
subsidiary companies of DBIB for the purposes of lending and/or with the aim of
developing new products and improving services and benefits to its Clients with
the understanding that the information will be kept confidential;
(b) under any applicable law or regulation, where DBIB is legally compelled to or it is in
the public’s interest to disclose such information.

25. Severability of Terms

(a) Each of the provisions of these Terms and Conditions is severable and distinct from
the others and, if at any time one or more of those provisions is or becomes invalid,

FIRST APPLICANT: ____________________________________SECOND APPLICANT:____________________________________________ 5