TOR- Senior Shari’ah Advisor

Terms of Reference (TOR) –Senior Shari’ah Advisor (Independent Consultant)

Engagement Type: Independent consultancy
Engagement Oversight: Chief Executive Officer (CEO)
Functional Collaboration: Chief Shari’ah-Compliant Intelligent Finance Officer (CSCIFO) and SCIFO team
Contract Duration: 1 year (renewable by mutual agreement)
Engagement Basis: Non-employee, professional services contract
Location: Addis Ababa / Hybrid

1. Purpose of Engagement

The purpose of this engagement is to secure the services of a professionally independent Shari’ah Advisor to provide expert, impartial and authoritative Shari’ah guidance, review, and advisory support to Kifiya Financial Technology in the design, operation and governance of Shari’ah-Compliant Intelligent Finance products, processes and initiatives.

The Consultant shall offer specialized expertise in Islamic jurisprudence (Fiqh al-Muamalat), with rulings primarily based on the principles and standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) and the Islamic Financial Services Board (IFSB). The Consultant shall also adhere to any national Shari’ah governance guidelines issued or recognized by the National Bank of Ethiopia and Ethiopian Capital Market Authority.

This engagement is independent in nature and no employment relationship is created between the Consultant and Kifiya.

2. Time Commitment and Availability

• The Consultant’s time commitment is estimated at a minimum of 16 (twelve) hours per month.
• This commitment includes scheduled governance meetings, preparatory review time, and the drafting of standard deliverables.
• Additional time for unscheduled consultations, urgent reviews or extraordinary external engagements requested by Kifiya that would cause the total monthly hours to exceed 30 (thirty) hours must be pre-agreed in writing (e.g., via email) between the Consultant and the CEO.
• Kifiya will provide a minimum of 5 (five) business days’ notice for scheduled meetings and reviews, and will use best efforts to provide as much notice as possible for urgent requests.

3. Scope of Work

The Consultant shall provide professional Shari’ah advisory services across the following domains:

A. Shari’ah Advisory & Expert Consultation

• Provide authoritative Shari’ah guidance on digital financing structures and other relevant modes of Islamic finance.
• Advise on emerging areas including digital Takaful models, micro-Takaful integrations, Islamic capital market products (including sukuk and other instruments), tokenized assets and ethical investment structures.
• Offer expert insight on Shari’ah-compliant digital workflows, automation, smart contracts, AI decisioning and data usage within Kifiya’s technology stack.
• Provide proactive advisory input during concept development to ensure Shari’ah integrity from product ideation stage.

B. Product Review, Validation & Compliance Certification

• Review product concepts, feature documents, customer journeys, process flows, SOPs, fund-flow diagrams, settlement mechanisms and SLAs for Shari’ah compliance.
• Evaluate fee structures, agency arrangements, receivables management, risk transfer arrangements and monetization components for adherence to Shari’ah principles.
• Issue Shari’ah review notes, including required amendments and recommended controls.
• Provide Shari’ah compliance endorsement statements for approved solutions, which may be used for internal governance, partner engagements and regulatory consultation.
• Conduct periodic post-launch Shari’ah monitoring reviews to verify continued compliance.

C. Shari’ah Governance Support

• Support development and refinement of Kifiya’s Shari’ah Governance Framework in accordance with AAOIFI Governance Standards and IFSB governance principles.
• Review governance documents, manuals, operating policies, agreements, templates, and marketing materials to ensure full Shari’ah alignment.
• Recommend governance controls, escalation mechanisms and review procedures to ensure high institutional Shari’ah discipline.

D. Oversight of Shari’ah Implementation

• Assess the implementation of approved products and ensure operational adherence to Shari’ah rulings.
• Identify potential Shari’ah risks or deviations and recommend appropriate remediation measures.
• Assist in developing Shari’ah audit checklists, exception review protocols, and compliance monitoring frameworks.

E. Representation & External Engagement

• Represent Kifiya on Shari’ah matters in engagements with:
  • Shari’ah Committees or Shari’ah Advisors of partner financial institutions
  • Regulatory bodies (including the National Bank of Ethiopia, Ethiopian Capital Market Authority, etc)
  • External consultants, auditors and subject-matter experts
  • Islamic finance associations, working groups or forums
• Provide Shari’ah-related technical contributions during joint product reviews and governance sessions with partner FIs, DFIs and regulators.
• Provide written and verbal Shari’ah opinions, clarifications and rulings in response to requests from the CEO, CSCIFO and other Executives, partner financial institutions, regulators, external partners and consultants.

F. Written Opinions, Fatwas & Clarifications

• Ensure all opinions are aligned with AAOIFI Standards, IFSB guidelines and classical jurisprudential sources as required.

G. Capacity Building

• Conduct targeted training sessions on Islamic finance, Shari’ah governance and product-specific rulings for internal teams.
• Provide advisory input for developing Shari’ah training modules and knowledge materials.
• Offer guidance to enhance institutional awareness of Shari’ah-compliant digital finance principles.

H. Shari’ah Risk Management

• Identify Shari’ah non-compliance risks across product structures, operations, partner arrangements and digital workflows.
• Recommend mitigation measures and internal controls aligned with AAOIFI governance expectations.
• Support remediation planning and reporting in cases of observed or potential Shari’ah exceptions.

I. Final Authority on Shari’ah Matters

• The Consultant shall have final and binding authority on all matters of Shari’ah interpretation, compliance and ruling within the scope of this engagement.
• The role of the Chief Shari’ah-Compliant Intelligent Finance Officer (CSCIFO) and team is to implement, manage and operationally enforce the Shari’ah rulings and guidance provided by the Consultant.

4. Deliverables

The Consultant shall provide the following deliverables within the engagement period:

1. Shari’ah Review Notes for each product or document set reviewed.
2. Formal Written Opinions (Fatwa / Endorsement Statements) where needed.
3. Quarterly Shari’ah Compliance Monitoring Report.
4. Participation in Governance Meetings, with minutes or summaries prepared by Kifiya.
5. Training Sessions (minimum one per quarter or as mutually agreed).
6. Annual Summary Report detailing key Shari’ah issues, rulings, and recommendations.
7. Product Re-certification Notes for revisions or enhancements.

5. Remuneration and Payment Terms

• The Consultant shall be paid a fixed monthly retainer for services rendered within the agreed time commitment as outlined in Section 2.
• Any additional hours pre-agreed in writing under Section 2 shall be billed at an hourly rate and included in the subsequent monthly invoice.
• Reasonable and pre-approved expenses (e.g., domestic travel for mandatory in-person meetings) will be reimbursed by Kifiya upon presentation of valid receipts.

6. Nature of Engagement & Autonomy

• This engagement is strictly a professional consultancy arrangement; the Consultant is not an employee of Kifiya.
• The Consultant operates independently and retains control over the manner and methodology through which advisory services are delivered.
• Kifiya may not impose employee-like working hours, internal HR requirements or supervisory expectations beyond what is necessary for fulfilling the scope.
• The Consultant shall, however, comply with the professional and ethical standards of AAOIFI, IFSB and recognized Islamic jurisprudential bodies.

7. Integrity, Independence & Disqualification Conditions

The Consultant must maintain the highest standards of Islamic ethical conduct, integrity, independence and professionalism throughout the engagement.

The engagement may be immediately suspended or terminated under any of the following conditions:

• The Consultant is convicted in a legal case involving fraud, dishonesty, breach of trust, or any offense affecting professional integrity.
• The Consultant is disqualified, suspended or censured by any recognized professional Islamic finance body.
• The Consultant is removed, suspended or declared unfit by the Ethiopian Islamic Affairs Supreme Council or any recognized Central Shari’ah Board.
• The Consultant engages in activities that create conflicts of interest with Kifiya’s operations.
• Any violation of confidentiality obligations or breach of Shari’ah-related responsibilities.
• Non-performance, repeated delays or failure to deliver agreed upon outputs, after reasonable notice.
• This engagement may also be terminated by either party for any reason by providing 30 (thirty) days’ written notice to the other party.

8. Confidentiality & Ethical Conduct

• The Consultant shall maintain strict confidentiality regarding all proprietary information, documents and discussions.
• All information obtained during the engagement shall be used solely for the purpose of fulfilling this TOR.
• The Consultant must adhere to the ethical expectations outlined in AAOIFI’s Ethics Standards and professional Islamic advisory conduct.
• Any public use of the Consultant’s name, likeness or specific Shari’ah opinions (Fatwas) for marketing, advertising or promotional purposes by Kifiya requires the prior written consent of the Consultant for each specific use.

9. Administrative Support and Access

• Kifiya will provide the Consultant with timely access to all necessary personnel, documentation, systems and information required to fulfill the Scope of Work effectively.
• The CEO’s office will facilitate this access and the CSCIF office will provide reasonable administrative support for scheduled meetings.

10. Renewal & Continuation

Renewal of the consultancy will be based on:

• Quality and depth of Shari’ah advisory input
• Timeliness of deliverables
• Institutional value contribution
• Professional conduct and adherence to standards
• Alignment with Kifiya’s evolving SCIF needs

Qualifications & Professional Expertise

The Consultant should meet the following requirements:

• Advanced qualifications in Islamic Law, Fiqh al-Muamalat, or Islamic Banking & Finance.
• Minimum 5 years experience in Shari’ah advisory roles within Islamic financial institutions or fintech environments.
• Demonstrated expertise in AAOIFI Shari’ah Standards, AAOIFI Governance Standards and global Islamic fintech practices.
• Ability to issue formal Shari’ah rulings supported by evidence from jurisprudence and contemporary standards.
• Strong communication skills, including ability to liaise with executives, regulators, Shari’ah Boards and technical teams.