VUKA is managed and operated by Acorn Investment Management Limited ("AIML"), a limited liability company registered under the Laws of Kenya, and whose is registered office is 2nd Floor, Acorn House, 97 James Gichuru Road P.O. Box 13759 – 00100, Nairobi, in the Republic of Kenya.
AIML is the licensed owner of the Website (www.vuka.co.ke) and the Mobile Application VUKA (collective hereinafter referred as the "Platform", "Vuka Platform" or "Vuka"). AIML develops, manages,and operates the Vuka Platform.
By using Vuka, you acknowledge that these Terms and Conditions ("Terms") apply to you and that you have read and understood these Terms. We may amend the Terms from time to time, in which case the amended Terms will automatically apply. We recommend that you acquaint yourself with these Terms on a regular basis. The Terms become effective when you access the Platform, and it governs our respective rights and obligations each time you access this Platform.
Acorn Capital Partners LLP (the "Partnership") is a limited liability partnership established in Kenya, being the aggregator vehicle holding legal and beneficial interest in the Acorn Sponsored Units for and on behalf of the Investors, with Acorn Investment Management Limited (AIML) as the General Partner charged with administering the affairs of the Partnership.
Vuka will only be offered to investors who have met all KYC requirements.
The relationship between the Partnership and the investors shall be governed by the Acorn Capital Partners LLP Partnership Deed dated 19th December 2022 and these Terms and Conditions ("Terms and Conditions") including any amendments made from time to time thereto and duly notified to the investor.
By executing this Agreement, and making contributions, the investor shall become a Limited Partner in the Partnership, having participatory interest in the Partnership.(the "Investor").
The Investor also acknowledges that the contributions shall be invested by the General Partner on behalf of the Partnership under the terms of the Partnership Deed and these Terms and Conditions. Further, the Investor unequivocally accepts to comply and be bound by the provisions of the Partnership Deed and these Terms and Conditions including any subsequent variations or revisions made thereto.
The Parties further acknowledge that these Terms and Conditions constitute a valid and binding obligation, enforceable against each party in accordance with its terms.
It is the sole responsibility of the Investor, before entering into any transaction, to carefully consider whether the transaction is appropriate in light of experience, objectives, financial and operational resources and other relevant circumstances.
The Investor should also ensure that they fully understand the nature of the transaction and contractual relationship into which they are entering and the nature and extent of exposure to risk of loss, which may significantly exceed the amount of any initial payment by or to the investor.
The Investor is advised to seek independent professional advice regarding any legal, regulatory, credit, tax or accounting aspects that may be applicable to any transaction and by agreeing to these Terms and Conditions, the Investor confirms that they have received independent advice as to its terms and effect.
Any notice, statements, letter or other communication from ACPL to the Investor shall be sent to the email address of the Investor as specified in the Online Application Form and this shall be deemed to have been received by the Investor at the time of transmission.
Any notice, letter or communications addressed to ACPL shall be by email, [email protected] and shall be addressed to the General Partner, Acorn Investment Management Limited P.O Box 13759-00100 Nairobi Kenya.
Under the terms of the Partnership Deed, the contributions shall be used to purchase units in Acorn Sponsored Securities.
The Investor shall deposit funds and place purchase orders within the weekly trading cycle. The trading cycle shall take place from Monday 7AM EAT for all trades placed within the week up to Sunday 12AM EAT. Any changes to the trading cycle will be communicated to all investors via email with periodic reminders.
During this period for depositing funds and placing purchase orders, no interest shall be earned on the deposits.
The funds and orders received within the weekly trading cycle shall be bundled at the end of the week and used to purchase available units in the Acorn Sponsored Securities at the prevailing price.
When purchases are executed at the end of the weekly trading cycle, communication shall be sent to all investors confirming the number of units purchased and the applicable price.
The Investor acknowledges that where units are not available for purchase, the General Partner shall hold the funds in trust and automatically allocate them in the next available weekly trading cycle once units become available.
Any investor that deposits funds after the close of a weekly trading cycle must wait for the next trading cycle for their funds to be used for unit purchases.
Investors who want to sell their units may place sale orders at any time but the orders shall be bundled and executed at end of every weekly trading cycle.
Any investor requesting for a withdrawal must wait for the completion of the ongoing weekly trading cycle before payment can be made.
The General Partner will endeavor to ensure that all investors get units at the end of every weekly trading cycle but it is not guaranteed.
Instructions shall be submitted by the Investor through the online platform or any other communication channel approved and advised by the General Partner. The Investor acknowledges that all instructions issued through their verified online account shall be deemed to have been duly authorized and shall constitute valid and binding instructions from the Investor.
The Investor hereby authorizes the General Partner to rely on and act upon any instruction transmitted through the online platform in relation to the Investor’s account, including but not limited to purchase orders, sale orders, withdrawals, and other investment transactions, even if such instructions may conflict with any prior mandate or authorization.
The Investor agrees that such Instruction(s) shall be binding on the Investor upon transmission to the General Partner and the Instructions cannot be changed or withdrawn without the General Partner‘s consent and that the General Partner is not obliged to check further on the authenticity of such Instruction(s).
The Investor authorizes the General Partner to accept receipt of the Instructions in relation to the Investment Account issued by the Investor and or any of the Authorized Signatories, Attorney and/or Agent. Any waiver of this condition by the General Partner will not absolve the Investor or his/her Authorized Signatory from taking up delivery of Investment duly purchased by the General Partner on behalf of the Investor or his/her Authorized Signatory and to pay the General Partner any amount due on any such purchase.
The Investor authorizes the General Partner, subject to opening an Investment Account, to hold on its behalf, for safekeeping any money and/or Investments the Investor delivers to ACPL or which ACPL buys or receives on its behalf as investor’s money or investor’s assets. In the event that the General Partner sells any Investments held in safekeeping and re-invests the proceeds for the Investor’s Investment Account, the General Partner will hold the same in safekeeping on the same basis.
Instructions received and acknowledged by the General Partner from the Investor within the weekly trading cycle shall be acted upon within the same cycle.
Instructions received after the monthly cycle is closed will be processed in the next cycle.
Intstructions once submitted through the online platform shall be considered final and may not be withdrawn or amended unless the General Partner, at its sole discretion, consents to such withdrawal and confirms that the instruction has not yet been executed.
The General Partner may, upon giving reasonable prior written notice to the Investor, refuse to act upon the instructions, if:
the instruction is incomplete or ambiguous;
there is reason to believe that the instruction did not originate from the Investor or an authorized person;
the instruction contravenes any applicable law, regulation, or these Terms and Conditions; or.
The General Partner shall not be liable for any loss, damage, cost, or expense arising from the execution or nonexecution of any instruction issued through the online platform,
The Investor acknowledges that use of the online platform or any other communication channel approved and advised by the General Partner constitutes full and sufficient authority for the General Partner to effect the transaction with respect to the Investor’s account and investments.
The General Partner shall provide the Investor with a Statement from time to time unless otherwise requested for by the Investor in writing.
The statement may show a single price combining the unit price and charges in respect of a transaction.
The General Partner may receive remuneration from or share charges with a third party and the details of the amounts involved will be available on request.
Net Asset Valuation will be done once per each half year and investor portfolio updated. Valuations will be provided solely for the Investor’s information and are not intended for the benefit of any other party. The General Partner specifically disclaims liability for any use you may make of any valuation. The Investor should discuss with their external advisors the extent to which any valuation provided by the General Partner may be used to value your or any other person's Investments.
The Investor acknowledges and agrees that the contents of the Statement or any certificate to which the Investor has not objected to within twenty-eight (28) days from the date of the Statement shall be deemed approved by the Investor and shall not thereafter be challenged by the Investor on any ground whatsoever.
The Investor confirms and represents that none of the money transferred to the Partnership’s bank account has been derived directly or indirectly from any act or omission that may constitute an offence or as a result or in connection with any criminal conduct under the Proceeds of Crime and Anti-Money Laundering Act No.9 of 2009 or any other written law.
The Investor hereby declares that to the best of his/her/their knowledge and belief, the information, the source of funds statement and any annexures thereto made in this Agreement, is true and accurate and the funds are free of all claims, debts, loans, lawsuits, contingent liabilities (such as indemnities and guarantees) immediately prior to the transfers from the investor to the Partnership.
Cash deposited by the Investor in the investor account or a third party will only be paid exclusively to the bank account registered under the Investor’s name as provided during the online account creation and verification process. Payments shall only be effected upon receipt of a valid Instruction from the Investor through the online platform or any other approved communication channel.
The Investor acknowledges and agrees that provision of the Service shall be subject to such charges fees tariffs commissions disbursements costs expenses taxes and duties as the General Partner shall from time to time in its sole and absolute discretion determine.
The Investor agrees to pay such charges fees and commissions as and when they fall due and hereby authorizes the General Partner to debit the Account with any and/or all the above-mentioned charges fees tariffs commission disbursements taxes duties costs and expenses whatsoever without further reference to the Investor.
The General Partner shall at all times have the discretion to vary or amend and/or revise the costs expenses charges fees tariffs commissions disbursements payable for the Service.
The General Partner shall notify the Investor of any changes to the costs expenses charges fees tariffs commissions and disbursements by such means as it shall determine suitable.
Any transactions conducted on behalf of the Investor after a notification by the General Partner to the Investor of a change in charges fees tariffs commissions and/or disbursements (howsoever effected) shall imply the Investor’s acknowledgement and acceptance of the fees.
The General Partner undertakes to keep all information it receives in connection with these Terms and Conditions as confidential, and not to disclose any such information to any third party except as required or permitted by law or applicable regulations.
These Terms and Conditions may be terminated by either party at any time without penalty. Termination shall occur when the Investor opts to close their account through the online platform, or instructions to the General Partner through any other approved communication channel or when the General Partner closes the account in accordance with these Terms and Conditions or applicable law. Upon account closure, all outstanding transactions shall be settled, and any remaining funds or securities shall be transferred to the Investor’s designated bank account in line with the applicable withdrawal procedures.
Any such termination shall not affect any outstanding orders or transactions or legal rights or obligations which may already have arisen.
The General Partner shall not initiate any transaction in any Investments on behalf of the Investor after notice of termination has been received or given unless the Investor instructs otherwise.
If the Investor is an individual, the Investor's death shall not terminate these Terms and Conditions until the General Partner receives notice of termination from the personal representative of the Investor's estate. These Terms and Conditions shall be binding on the Investor's personal representatives.
Subject to the provisions of the Partnership Deed, in the event of a request by the Investor to withdraw all the cash invested, this Agreement shall lapse, and the investor shall cease to be a Partner in the Partnership.
In the event of any failure, interruption or delay in the performance of the General Partner’s obligations hereunder resulting from acts, events or circumstances not within the General Partner’s control, including but not limited to acts of God, industrial disputes, acts or regulations of any governmental bodies and authorities or of any investment exchange or clearing house or the breakdown, failure or malfunction of any telecommunication, postal or computer service, the General Partner shall not be liable to the Investor or any other person for or in respect of any direct, indirect or consequential liability, loss, damage or cost of any kind or nature.
The Investor warrants to and for the benefit of the Partnership that: in the case of a body corporate or registered business, it is duly organized and validly existing under the laws of its jurisdiction of establishment and has full capacity and authority to enter into these Terms and Conditions and to carry out all the transactions contemplated in these Terms and Conditions and has taken all necessary action (including the obtaining of all necessary consents, registrations and the like of or with any government or other regulatory body or authority) to authorize the execution, delivery and performance of these Terms and Conditions and that the execution of these Terms and Conditions will not constitute a breach or result in any default under any other terms of business or instrument by which the Investor is bound;
It/he/she/they will make sufficient arrangements to fund the Account within the stipulated period.
All details of its/his/her/their financial position and any other information given to the Partnership is and will remain complete, accurate and not misleading in any material respect and the Investor will notify the Partnership forthwith of any material change in any information provided to the Partnership.
All Investments delivered or caused to be delivered to the Partnership in terms of these Terms and Conditions are not subject to any lien or charge and that they shall remain free of any lien or charge.
It/he/she/they will comply in all material respects with all laws and orders to which it may be subject, such that failure to comply will materially affect its ability to perform its obligations under these Terms and Conditions.
It/he/she/they has complied and shall continue to comply with all applicable money laundering legislation; and
It/he/she/they will not use the name of the Partnership in any way without the prior written approval of the General Partner.
These Terms and Conditions as amended or substituted by the Partnership from time to time constitute the whole agreement between the parties relating to the terms on which the Partnership will undertake investment business with the Investor. The Investor shall be presumed to have accepted any amendment of these terms and any new fees or charges which may become operative or of any other document issued or executed pursuant to, or in terms of these Terms and Conditions upon receipt of notice thereof.
These Terms and Conditions and all contemporaneous and subsequent terms of business shall be governed by and construed in accordance with the laws of the Republic of Kenya. In relation to any legal action or proceedings arising out of or in connection with these Terms and Conditions ("Proceedings"), the Investor hereby undertakes to submit to the dispute resolution process set out in the Partnership Deed.
The Investor acknowledges and agrees that by accepting these Terms and Conditions through the online platform, such acceptance constitutes a valid and binding electronic signature and serves as conclusive evidence of the Investor’s agreement to the terms herein. The Investor further warrants that any electronic instructions or confirmations submitted through their verified online account shall be deemed to have been duly authorized by the Investor or its authorized representatives.
The Investor will give the General Partner such instructions, confirmations, or authorizations electronically through the platform or any other secure communication channel approved by the General Partner.
The Investor shall, through the online platform, provide and maintain details of all persons authorized to operate the Investor’s Account. The identity and authority of such persons shall be verified through digital authentication methods approved by the General Partner, including but not limited to electronic signatures, secure login credentials, one-time passwords (OTPs), or any other secure verification process implemented on the platform. Unless otherwise agreed in writing, all duly authorized persons shall have the authority to transact on the Investor’s behalf, including to give instructions, withdraw all or any of the Investor’s securities held by or through the Partnership, open any additional accounts in the Investor’s name, and manage funds or securities related thereto. All such electronic instructions or authorizations shall be deemed valid and binding on the Investor once verified through the platform’s authentication process.
Where the Investor is more than one person, the Investor's liabilities under or in connection with these Terms and Conditions are joint and several; and on the death of any one of the Investors, the Partnership may treat the survivor(s) as the only person(s) entitled to the Investor's Investments.
The Investor's rights under these Terms and Conditions are not capable of assignment and the Investor's obligations shall not, without the General Partner’s consent, be capable of performance by anybody else.
To the extent that the Investor may be entitled in any jurisdiction to claim for himself herself/itself, or for the Investor's Investments, immunity in respect of the Investor's obligations under these Terms and Conditions from service of process, jurisdiction, suit, judgment, execution, attachment (whether before judgment, in aid of execution or otherwise) or legal process or to the extent that in any such jurisdiction there may be attributed to the Investor or to the Investor's Investments such immunity (whether or not claimed), the Investor hereby waives such immunity to the fullest extent permitted by the laws of such jurisdiction.
Without prejudice to the liability of the Partnership from time to time pursuant to any other provision of these Terms and Conditions, the Partnership will not be responsible for insuring any Investments accepted for deposit.
Only the Investor will be eligible to access the Service and shall be in accordance with the website use terms and conditions and privacy terms.
The Password communicated to the Investor is confidential and the Investor must therefore take all measures to ensure its security. The Investor must keep it absolutely secret and not communicate it or disclose it to anyone.
The Investor should delete correspondences containing the Password immediately upon receipt and always keep any record of it (or any other Password used for the Service) in a secure place known only by the Investor.
The Investor shall be solely responsible for the maintenance of the secrecy and confidentiality of the Password without any liability to the Partnership or the General Partner. Any usage by a third party or any other person shall be deemed to be a usage by the Investor.
The Investor shall use the Password to access the Service. The Investor assumes full responsibility for the security and confidentiality of their devices and Password.
In consideration of the General Partner acting on the Investor’s instructions issued by way of email, the Investor Indemnifies the General Partner and the Partnership against all claims, loses, costs that the General Partner and/or the Partnership may sustain, incur or be put by reason of the said email instructions.
The Investor irrevocably authorizes the General Partner to make any payments and comply with any demands that may be claimed from or made upon under the said email instructions without any reference to or further authority from the Investor.
The Investor agrees that any payment which the General Partner shall make in accordance or purporting to be in accordance with the email instructions shall be binding upon the Investor and shall be accepted by the Investor as conclusive evidence that the General Partner was liable to make such payment or comply with such demand.
The Investor agrees that the Investor’s liability under this indemnity shall be a continuing liability notwithstanding any settlement of account or other matter whatsoever.
The Investor confirms that it/he/she/they have read and agree to the Terms and Conditions herein and agree to abide to the same.
The Investor confirms that the funds used for the investment in Acorn Sponsored Securities channeled through this account are not arising out of the proceed of any money laundering and/ or any other illegal activities.
The Investor declares that the information in this document is true and complete. The Investor agrees to provide the Partnership with any further information with respect of the application and/ or the investment on request.
The Investor agrees that the account will be opened solely at the discretion of the Partnership and will indemnify the Partnership for any costs or loss arising out of the Investor’s conduct of the account.