Digital Loan Terms & Conditions

In these Loan Terms and Conditions (“Loan Agreement”), the following capitalized terms shall have the meanings set forth below:

Interpretation Rules: Headings are inserted for convenience of reference only and shall not affect interpretation. Words importing the singular include the plural and vice versa. Any reference to a statute, statutory provision, or regulation includes any subordinate legislation and any amendment, re-enactment, or modification in force from time to time.

Eligibility to apply for a Loan is determined by Seed Capital Venture SA through automated scoring, KYC status, historical transactional behavior on the Pohsa wallet, credit bureau inquiries, and other risk criteria.

Seed Capital Venture SA reserves the right to decline any application without obligation to justify the rejection, subject to non-discriminatory statutory requirements under applicable law.

Upon credit pre-approval, an individual digital Loan Offer / Key Facts Statement will be displayed within the Pohsa application detailing:

• Approved Principal Amount;
• Interest rate, applicable upfront/service fees, and mandatory COBAC Taux Effectif Global (TEG);
• Maturity period and precise Repayment Schedule;
• Late payment fees and default interest rate;
• Total repayment sum due at maturity.

Digital Acceptance: Clicking “Accept Loan”, entering a confidential PIN or One-Time Password (OTP), or verifying through biometric authentication constitutes full, irrevocable, and legally binding contractual acceptance equivalent to a wet-ink signature under the CEMAC electronic commerce and civil law provisions.

Disbursement of the Loan proceeds into the Borrower's Pohsa digital wallet is subject to the satisfaction of all conditions precedent, including but not limited to:

• Completion of mandatory Know-Your-Customer (KYC) identity checks;
• Verification of active and unrestricted status of the Borrower's Pohsa wallet;
• Absence of any existing Default or overdue debt on any account operated with Seed Capital Venture SA or participating banking partners.

Seed Capital Venture SA reserves the absolute right to withhold, delay, or cancel disbursement at any time prior to credit execution if any information supplied by the Borrower is discovered to be inaccurate, fraudulent, or if circumstances materially change.

Borrowers are charged interest and fees as explicitly disclosed in the individual Loan Offer. A clear and transparent distinction is maintained between:

The Borrower has an absolute, unconditional obligation to pay the full amounts due on or before each scheduled Due Date. Payments must be made via the Pohsa wallet or authorized settlement channels.

No Set-off by Borrower: To the maximum extent permitted by applicable law, all repayments by the Borrower shall be made in full, free of any deduction, withholding, set-off, or counterclaim.

An Event of Default occurs immediately without the need for prior notice, mise en demeure, or court declaration if any of the following events take place:

• Missed Payment: Failure to pay any installment, interest, fee, or principal in full on or before the Due Date;
• Breach of Terms: Any violation of these Loan Terms or the Pohsa Platform General Terms and Conditions;
• Misrepresentation: Any representation, warranty, or KYC documentation furnished is discovered to be materially false, misleading, forged, or incomplete;
• Insolvency & Liquidation: The Borrower enters bankruptcy, judicial liquidation, insolvency proceedings, or an arrangement with creditors;
• Death or Incapacity: In the event of death, mental incompetence, or legal incapacity of the Borrower, where legally applicable;
• Compromised Credentials / Fraud: Suspected or confirmed fraud, unauthorized access, money laundering, cyber-offense, or misuse involving the account;
• Material Deterioration: Any event occurring that in Seed Capital Venture SA's reasonable assessment materially impairs the Borrower's ability to discharge their repayment obligations;
• Cross-Default: Failure to honor any other financial obligation, loan, or facility owed to Seed Capital Venture SA or partner financial institutions.

Upon the occurrence of any Event of Default, Seed Capital Venture SA shall be entitled, at its sole election and without prejudice to any other remedies under Cameroon law, to enforce the following measures:

The Borrower hereby explicitly and irrevocably authorizes Seed Capital Venture SA to exercise a comprehensive right of set-off:

This right applies irrespective of currency, account designation, or whether the customer's balances are joint or individual.

The Borrower warrants and represents on a continuous basis throughout the duration of this facility that:

• They possess full legal age, authority, and mental capacity to enter into and perform this credit contract;
• All personal data, telephone numbers, bank details, and income declarations are completely true and accurate;
• All funds utilized for loan repayment are derived from legitimate, lawful sources in strict compliance with CEMAC Anti-Money Laundering (AML) and Counter-Terrorism Financing (CFT) laws;
• The Borrower will promptly notify Seed Capital Venture SA of any change of address, employment, or telephone number within 5 business days;
• The Borrower has not relied upon any oral representations or collateral warranties outside of the written contractual documentation.

Seed Capital Venture SA reserves unilateral discretion, exercisable in accordance with regulatory banking norms, to:

• Adjust or calibrate assigned credit limits based on updated behavioral risk algorithms;
• Suspend or restrict access to digital borrowing functions without prior warning in the event of abnormal risk indicators;
• Refuse requests for loan rollover, tenor extensions, or supplementary facilities;
• Introduce new tiered eligibility requirements and risk underwriting criteria;
• Terminate the lending service or facility in accordance with contractual terms and statutory requirements.

The Borrower acknowledges and explicitly consents to the collection, automated processing, and transmission of their financial and credit information by Seed Capital Venture SA for:

• Continuous credit scoring, fraud prevention, identity validation, and anti-money laundering investigations;
• Credit Bureau Transmission: Transmission of borrower identity, credit utilization, repayment history, and default status to licensed Credit Reference Bureaus and the Centrale des Risques / Centrale des Incidents de Paiement operated by the Banque des États de l'Afrique Centrale (BEAC) under the CEMAC credit-information framework;
• Sharing with technical infrastructure partners, telecommunication operators (MTN, Orange), and judicial recovery agents where strictly required for contract performance.

To the fullest extent legally permissible under Cameroon law:

Seed Capital Venture SA shall not be liable for any indirect, incidental, special, punitive, or consequential damages, loss of business profits, or reputational damage arising from the unavailability, delayed disbursement, system maintenance, or refusal of any credit facility.

Nothing in this clause shall operate to exclude or limit any liability which cannot legally be excluded under mandatory public policy or consumer-protection provisions of the Republic of Cameroon.

The Borrower agrees to fully indemnify, defend, and hold harmless Seed Capital Venture SA, its directors, officers, employees, and authorized agents from and against all liabilities, claims, losses, damages, fines, and legal expenses incurred as a direct or indirect consequence of:

• Any breach by the Borrower of their undertakings or warranties in this Agreement;
• Any fraud, identity theft, or unauthorized transactions executed using the Borrower's credentials;
• Recovery procedures instituted to collect overdue debt;
• Provision of misleading, inaccurate, or forged information during loan application.

Seed Capital Venture SA may amend, revise, or supplement these Loan Terms, pricing structures, or operational rules to reflect regulatory changes, economic adjustments, or product enhancements.

Borrowers will receive notice of material variations via SMS, email, or in-app notification at least fifteen (15) days prior to the effective date, unless statutory or COBAC emergency directives mandate immediate implementation. Continued utilization of the loan facility post-notification constitutes binding consent.

Right of the Lender: Seed Capital Venture SA may at any time assign, transfer, pledge, sub-participate, or securitize all or any of its rights, benefits, receivables, and claims under this Agreement to any bank, refinancing vehicle, or institutional third party without requiring the Borrower's prior consent.

Prohibition on the Borrower: The Borrower may not assign, transfer, charge, or delegate any of their rights or obligations under this Agreement to any third party without the express prior written authorization of Seed Capital Venture SA.

All notices and contractual communications shall be deemed validly delivered when dispatched via SMS to the Borrower's registered phone number, by push notification via the Pohsa app, or by electronic mail.

Evidentiary Value: Pursuant to CEMAC uniform acts and Cameroon civil evidence rules, all server logs, electronic timestamps, SMS delivery reports, cryptographic OTP signatures, and database records maintained by Seed Capital Venture SA shall constitute admissible, prima facie, and conclusive evidence of financial transactions and debt balances.

Any dispute, claim, or calculation error regarding a loan facility must be formally notified to Pohsa Customer Support within thirty (30) days of the transaction via:

No Suspension of Repayment: Lodging a complaint or dispute shall under no circumstances suspend, delay, or excuse the Borrower's absolute obligation to service maturing loan repayments on the scheduled Due Dates.

This Loan Agreement, its interpretation, and any non-contractual obligations arising out of or in connection with it shall be governed exclusively by the laws of the Republic of Cameroon and the supranational banking and monetary treaties of the CEMAC / UMAC / COBAC zone.

Any dispute arising out of this Agreement shall first be submitted to mutual amicable resolution for a period of fifteen (15) days. Failing amicable settlement, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Douala or Yaoundé, Cameroon, without prejudice to the Lender's right to initiate proceedings in any other court of competent jurisdiction where the Borrower holds assets.

Entire Agreement: This Loan Agreement, together with the individual Loan Offer and the Pohsa Platform General Terms, constitutes the entire agreement between the parties concerning credit facilities and supersedes all prior negotiations, statements, and understandings.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any competent court or regulatory authority, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

No Waiver: No failure or delay by Seed Capital Venture SA in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise.

Survival: The provisions regarding interest, default, recovery expenses, indemnities, set-off, electronic evidence, and jurisdiction shall survive the termination or discharge of this Agreement until all outstanding sums are irrevocably paid in full.