1. STRUCTURE AND LEGAL SEPARATION
1.1 Airvyb operates under a two-entity structure:
(A) Airvyb Capital Pool (ACP) — A pooled capital arrangement consisting solely of member contributions and any clearly designated proprietary capital contributed under this Agreement.
(B) Airvyb Management Ltd (AML) — A separate legal entity responsible for administration, governance, asset sourcing, reporting, compliance, and operational oversight.
1.2 The ACP and AML are distinct. Ownership, liabilities, and entitlements shall not be intermingled.
1.3 Members own proportional interests in ACP only. Members do not own equity in AML unless separately contracted.
2. MEMBERSHIP
2.1 Membership is subject to approval by AML.
2.2 Each member shall:
- Pay a one-time membership fee of KES 100.
- Make a capital contribution into ACP.
2.3 The membership fee is administrative and non-refundable.
3. CAPITAL CONTRIBUTIONS AND OWNERSHIP
3.1 All member contributions form part of ACP.
3.2 Ownership percentage is calculated as: Member Contribution ÷ Total ACP Capital
3.3 Ownership percentage determines:
- Profit allocation
- Reporting weight
3.4 Capital contributions are investment allocations and not deposits or guaranteed savings.
8. PROFIT AND DIVIDEND POLICY
8.1 Only realized profits (actual income received) qualify for distribution.
8.2 Unrealized gains are not distributable.
8.3 Realized profits shall be allocated:
- 40% distributed to members
- 60% retained for reinvestment
8.4 Distribution shall be proportional to ownership percentage.
8.5 Dividends shall be distributed quarterly unless otherwise determined.
9. MANAGEMENT FEE
9.1 AML shall receive an annual management fee equal to: 2% of total capital under management (ACP).
9.2 The management fee compensates AML for: Governance, Reporting, Deal sourcing, Infrastructure, Ambassador network management, Operational oversight.
9.3 The management fee is separate from member dividends.
10. LOCK-IN AND LIQUIDITY
10.1 Minimum capital commitment: 12 months.
10.2 Early exit is subject to: Liquidity availability, Asset structure, Administrative review.
10.3 ACP shall maintain a liquidity reserve target of 10–20% where feasible.
11. CAPITAL CONCENTRATION
11.1 No single member shall exceed 15% of total ACP capital without structured approval.
11.2 This policy protects structural stability.
12. RISK DISCLOSURE
12.1 Members acknowledge:
- Investments involve risk.
- Capital is not guaranteed.
- Returns are not fixed.
- Losses may occur.
12.2 Airvyb is not a deposit-taking institution.
13. FUND SEGREGATION
13.1 ACP funds shall be segregated from AML operational funds.
13.2 AML operational expenses shall not be paid directly from ACP capital except through the disclosed management fee mechanism.
13.3 No intermingling of funds is permitted.
14. TRANSPARENCY AND REPORTING
14.1 Quarterly reports shall include: Total capital under management, AML proprietary capital (if any), Realized profits, Retained earnings, Management fees, Distributable amounts.
14.2 Ownership percentages shall be disclosed.
15. AMENDMENTS
15.1 AML may amend administrative provisions where necessary.
15.2 Any material economic change affecting members shall require formal notification.