THIS AGENCY AGREEMENT (“Agreement”) made this__________day of________,20___
BETWEEN:
PALMPAY LIMITED (RC No: 1430474), a company duly incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at 2a Isaac John Street GRA, Ikeja Lagos State (hereinafter referred to as “PalmPay”, which expression shall where the context admits include its successors in title and assigns) of the one part;
AND:
___________________of___________________ (hereinafter referred to as the “Agent or PalmPay Agent” and which expression shall include its successors in title and permitted assigns) of the other part.
WHEREAS
A.PalmPay is a company, duly licensed under the Central Bank of Nigeria (the “CBN”) Mobile payment regulatory authorization to provide Mobile Money Services including mobile payment services to both the banked and the unbanked; and to drive financial inclusion in Nigeria.
B.The CBN through its guidelines on Mobile Money Services has provided for agent banking as a delivery channel for Mobile Money Services and a means of driving financial inclusion.
C.The Agent is an entity that has been appointed by PalmPay to provide PalmPay Services.
D.The Agent has presented to PalmPay that they have the requisite skills, knowledge, experience, capability and all necessary personnel and facilities and are competent to provide the Services within the specified geographical area.
E.PalmPay and the Agent wish to enter into this Agreement to set out the terms and conditions, including the rights and the obligations of each Party to this Agreement.
NOW, in consideration of the above, it is HEREBY AGREED as follows:
1.1This Agreement shall apply to all PalmPay Agent providing PalmPay Services.
1.2This Agreement and any amendments or variations thereto shall take precedence over other terms and conditions or agreement which may be contained in any other document given to the PalmPay Agent.
2.1In this Agreement the following words and expressions (save where the context requires otherwise) shall bear the following meanings:
“Agent” or “PalmPay Agent” means the individual or entity appointed by PalmPay to provide PalmPay Services in accordance with the terms of this Agreement and whose particulars are further described in Annexure A;
“Agent’s Commission Account” means the account established by the Agent for the payment of commission in connection with this Agreement;
“Agreed Float Value” means the aggregate value of all the PalmPay Floats to be maintained by the Agent as specified by PalmPay from time to time;
“Applicable Law” means applicable Nigerian laws, regulations, guidelines and judicial or administrative interpretations including but not limited to the Central Bank of Nigeria Guidelines on Mobile Money License in Nigeria 2015; and the Central Bank of Nigeria Guidelines for the Regulation of Agent Banking and Agent Banking Relationship in Nigeria 2013;
“Business Day” means a day on which PalmPay is deemed to be open for business to the general public and excludes weekends and public holidays;
“Cash Float” means the cash provided by the Agent at each Outlet for the provision of PalmPay Services;
“Confidential Information” shall mean all information, know-how, ideas, Customer Data or Transactions or Transaction value, concepts, technology, industrial, marketing and commercial knowledge of a confidential nature (whether in a tangible or intangible form) relating to or developed in connection or in support of PalmPay’s business including the terms and conditions of providing Palm pay’s Services or any matter concerned with or arising out of an appointment;
“Customer(s)” means all users of PalmPay’s Services;
“Customers Data” means all information, whether personally identifiable or in aggregate, that is submitted and/or obtained from Customers who subscribe to PalmPay’s Services as a result of a Customer relationship.
“E-Money” means the electronic value issued by PalmPay and representing an entitlement of an equivalent amount of the cash monies;
“E-Money Account” means the record of all E-Money held by a Customer within PalmPay’s system;
“Effective Date” shall mean the date of execution of this Agreement by a newly appointed Agent or the date this Agreement is published on PalmPay’s website;
“Equipment” means all the equipment provided to the Agent by PalmPay for the purpose of offering the PalmPay’s Services and shall include without limitation and where applicable, GSM handset, point of sale branding material, Agent manuals and instructions; and other related accessories for the provision of PalmPay’s Services;
“Float Balance” means the balance of PalmPay Floats across all Outlets operated by the Agent, managed in accordance with clause 8 of this Agreement;
“Force Majeure” means any event arising out of or caused by, directly or indirectly, forces beyond reasonable control including but not limited to an act of God, acts of war, riots, civil or military disturbances or commotion, destruction of the property by earthquake, fire, flood or storm, other natural disasters, labour disturbances, strikes, work stoppages, new governmental regulations, epidemic, or accidents;
“ID” means a person’s original Passport, voter registration card, and/or any other valid identification document clearly detailing a person’s full name, date and place of birth;
“Intellectual Property” means PalmPay's trademarks, proprietary rights to the cellular transfer phone service, patents, rights to inventions, copyright and related rights, moral rights, topography rights, business names and domain names, rights in get-ups, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications, renewals or extensions of, or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Money Laundering” is the engagement of a person or persons, directly or indirectly in conversion, transfer, concealment, disguising, use or acquisition of money or property known to be of illicit origin and in which such engagement intends to avoid the legal consequence of such action;
“Outlet(s)” means the physical address(es) of each place of business from which the Agent may provide PalmPay’s services to Customers;
“PalmPay’s Account” means the bank accounts maintained by PalmPay into which all PalmPay’s payments will be made;
“PalmPay Agency Manual” or “Agency Manual” means the manual issued to the Agent which records methods of operation, procedures, and other practical matters relevant to the provision of PalmPay’s Services as updated by PalmPay from time to time. For the avoidance of doubt, in the event of conflict between this Agreement and any PalmPay Agency Manual, this Agreement shall prevail;
“PalmPay Float means all E-Money held by the Agent for the provision of PalmPay’s Services from each Outlet;
“PalmPay’s Network” means the GSM Telecommunications Network utilised by PalmPay to provide the PalmPay Services;
“PalmPay’s Operator” means each person within an Outlet appointed by the Agent to operate PalmPay’s Services using the Equipment;
“PalmPay’s Payment” means the sums paid by the Agent into PalmPay’s Account in respect of the purchase by a Customer from the Agent;
“PalmPay’s Services” means PalmPay’s proprietary cellular phone money transfer service which is marketed, managed, and operated exclusively by PalmPay;
“PalmPay’s Web Page” means the web page situated at www.palmpay.co;
“Party” means either PalmPay or the Agent and shall where the context admits, be jointly referred to as “Parties”;
“PIN” means each of PalmPay’s Personal Identification Number associated with the operation of an E-Money Account by each of PalmPay’s Operators;
“SIM” means the unique subscriber identity module through which a connection is provided to the Agent to facilitate PalmPay’s Services;
“SMS” means short messaging services;
“Terrorist financing” is the provision of or making available such financial or other related services to a terrorist, group or entity which is concerned with terrorist act. It also includes the entering into or facilitation, directly or indirectly, of any financial transaction related to dealing in property owned or controlled by or on behalf of any terrorist or any entity owned or controlled by a terrorist;
“Trademarks & Trade names” means the PalmPay’s name and logos which belongs to PalmPay Limited and which may only be used by the Agent in accordance with this Agreement;
“Transaction(s)” means the execution of the Palm pay mobile money transfer service by the Agent and other PalmPay Services as the context requires;
“Transaction Limits” means the limits placed on the Transactions that may be effected by the Agent from specific Outlets as specified by PalmPay;
“PalmPay Customers” means the users of PalmPay’s Services who are mobile phone subscribers of PalmPay; and “Web Interface” means the internet interface through which PalmPay’s Accounts details including Transactions and PalmPay Float balances can be viewed.
3.1PalmPay hereby appoints the Agent to provide or continue to provide (as the case may be) PalmPay’s Services for a period of two (2) years from the date of accepting this Agreement unless terminated as provided in this Agreement.
3.2In the absence of a formal renewal or termination after two (2) years stated above, this Agreement shall be treated as renewed automatically from year to year unless terminated as provided in this Agreement.
3.3Notwithstanding anything to the contrary, this Agreement terminates any other PalmPay’s Agent terms and conditions, or previous Agreement executed between PalmPay and the Agent, and also replaces all negotiations and or terms and conditions between the Parties falling on the same subject matter as explained in this Agreement.
3.4Upon appointment as an Agent, each of PalmPay’s Operators will be issued with a PIN for use when effecting Transactions using the Equipment in accordance with this Agreement and PalmPay Agency Manual to be provided.
4.1The Agent hereby warrants and represents that it has the full capacity and authority to enter into and to provide the services under this Agreement and shall perform the terms and conditions set out in good faith.
4.2Without prejudice to what is stated above, the Agent:
a) shall receive cash payments from Customers and in exchange credit E-Money to the Customers E-Money Account with a corresponding debit to the Agent’s PalmPay Float;
b) shall pay out cash to Customers in accordance with Push or SMS instructions received from PalmPay in return for the transfer to the Agent’s PalmPay Float of an equivalent amount of E-Money;
c) will ensure that cash payments are only paid (i) upon sufficient sums being available in its Cash Float at the relevant Outlet, (ii) upon checking the accuracy and completeness of the information contained in the Push or SMS from PalmPay, and (iii) upon being reasonably satisfied that the recipient of the cash sum is the owner of the mobile phone on which the SMS instruction is being transmitted;
d) shall only provide PalmPay Services using the tariffs programmed in the Equipment as may be varied by revised tariffs notified to the Agent from time to time;
e) shall not provide PalmPay’s Services to any Customer except as in accordance with this Agreement and the PalmPay Agency Manual or any other written instructions from PalmPay from time to time;
f) shall not, in providing PalmPay Services make any representations or give warranties other than those contained in PalmPay Agency Manual and/or upon the written instructions of PalmPay;
g) shall be solely responsible for the safekeeping and proper use of the Equipment and for keeping the PIN secret and secure. The Agent shall further ensure that the PIN does not become known or come into possession of any unauthorized person. PalmPay shall not be liable for any disclosure of the PIN to any third-party; and PalmPay will not be liable for losses resulting from PIN disclosure;
h) shall only use the PalmPay’s Intellectual Property including Trademarks and Trade names to the extent expressly granted by PalmPay, for the purpose of promoting and providing PalmPay’s Services during the subsistence of this Agreement and for no other purpose whatsoever.
i) shall complete the log book provided by PalmPay, record the type of Transactions and Customers who carried out the Transactions;
j) shall not use Customer Data in any other way other than in furtherance of this Agreement and in compliance with all Applicable Laws;
k) shall decline the Transaction in the event it has insufficient cash sums available in its Cash Float at the relevant Outlet to effect the Transaction;
l) shall only complete Customer Transactions upon receipt of an SMS from PalmPay confirming the Transaction;
m) shall use its best efforts to market and promote the use of PalmPay’s Services by Customers;
n) shall in all matters act loyally and faithfully to PalmPay and obey all orders or instructions in relation to the provision of PalmPay’s Services;
o) will allow authorized officers of PalmPay to have access to the Agent’s premises at all reasonable times for the purpose of inspecting the books and records and for the purpose of taking stock of all Equipment at the Outlets;
p) shall not assign, transfer, change, delegate, sub-contract or in any manner make over or purport to assign, transfer, change, delegate, sub-contract or make over this Agreement or otherwise dispose of any of its rights thereunder or any part thereof without obtaining the prior written consent of PalmPay;
q) shall not use PalmPay’s name or Equipment given by PalmPay for purposes other than the PalmPay Services and shall not carry out any activities that may adversely affect the reputation of PalmPay;
r) shall not infringe on the rights of any third party or cause PalmPay to infringe on any such rights; and indemnifies PalmPay in the event of any such infringement;
s) shall allow PalmPay to intervene in the event of any dispute arising between the Agent and a Customer;
t) shall at its sole cost and expense, obtain all permits and licenses necessary for the performance of its duties under this Agreement;
u) shall comply with other PalmPay’s directions or procedure for delivering other PalmPay’s Services such as customer registration and all other sales services as may be communicated by PalmPay from time to time.
5.1.PalmPay retains the right to temporarily or permanently disconnect the Agent from the PalmPay Network at any time if it determines, in its sole discretion, that the connection may be used for purposes other than PalmPay’s Services, or that the Agent is not complying with the terms of this Agreement and the terms of the PalmPay Agency Manual.
5.2.PalmPay shall have the right at any time during the subsistence of this Agreement to inspect the Agent’s business operations and its Outlets to ensure compliance with the terms of this Agreement.
5.3.PalmPay will ensure that:
a) upon payment being made by the Agent to Customers, PalmPay will credit an equivalent amount to the Agent’s PalmPay Float within twelve (12) hours; and
b) all or any Float Balance of PalmPay Float shall be notified to each Outlet via SMS by PalmPay.
5.4.PalmPay may provide the Agent with Web or Mobile Interface to:
a) monitor PalmPay Float balances at each Outlet on a daily and weekly basis and to redistribute PalmPay Float balances between Outlets, to meet business demands;
b) monitor its PalmPay’s Payments into, and withdrawals from PalmPay’s Account; and
c) view and download basic reports about PalmPay’s Services carried out in each Outlet covered.
6.1.PalmPay reserves the right notwithstanding anything to the contrary contained herein:
a) to vary any aspect of the PalmPay’s Services to be provided to Customers; and
b) to change this Agreement and charges under which it offers the PalmPay’s Services as a direct result of new legislation, statutory instrument, government regulations or licenses, rates of exchange, imposition or alteration of government tax or as a result of any review of the PalmPay’s business planning, changes within the industry, recommendations from regulatory bodies or for such other reason as it may in its sole discretion determine.
7.1In consideration for providing PalmPay’s Services, PalmPay will pay a Commission based on the number and type of Transactions carried out by the Agent at the rates indicated in Annexure B of this Agreement;
7.2The Commission rates payable to the Agent may be varied by PalmPay at its own discretion by publication on the PalmPay’s Web Page or as may otherwise be notified to the Agent from time to time.
7.3Commissions due to the Agent shall be credited at the time of the Transaction into the Agent’s Commission Account operated by the Agent for that purpose. PalmPay will then make payment to the Agent against commissions accumulated in the Agent Commission Account at regular intervals subject to Clause 7.4 below.
7.4The Agent shall be responsible for any deductions or tax required to be paid by law on commissions received. In the event that PalmPay is required by law to make any deductions or withhold tax, then PalmPay shall comply with such applicable legislation and remit the amounts to the appropriate authorities.
7.5No warranties or representations are made with regard to potential revenues that may be earned by the Agent from the provision of PalmPay’s Services and no reliance should be placed on any statements or projections provided, whether verbally or in writing in this respect.
7.6PalmPay reserves the right to withhold payment of commission to the Agent if the Agent owes PalmPay money or breaches the provisions of this Agreement. Where withholding commissions is not achievable, PalmPay shall require the Agent to provide another convenient method for payment.
8.1.The Agent shall be required to provide PalmPay’s Services from its Outlet(s) and to provide and maintain PalmPay Float for at least the Agreed Float Value (to cover all Transactions to be undertaken from each of the Outlets) at all times during the subsistence of this Agreement.
8.2.Agents with multiple Outlets will manage PalmPay Float balances at various Outlets, by: the transfer of E-Money from one of their Outlets to the other with the use of Web Interface or mobile phone; and/or by the acceptance of PalmPay’s Payments; or the making of cash payments.
8.3.The Agent shall undertake the management and maintenance of PalmPay Floats and shall ensure that the Cash Float at each Outlet are balanced daily as specified in the Agency Manual.
8.4.To maintain PalmPay Floats for Transactions, the Agent may make payments to PalmPay’s Account in return for an equivalent amount of E-Money to bring the PalmPay Floats back to at least 100% of the Agreed Float Value as communicated by PalmPay from time to time. If the PalmPay Floats exceed the Agreed Float Value, the Agent may exchange the excess E-Money for cash from PalmPay’s Account, to bring the PalmPay Floats back to the Agreed Float Value.
8.5.If PalmPay Float falls below a critically low figure of around 25% of the Agreed Float Value, immediate remedial action by the Agent (i.e. in the shortest time possible in hours) will be required to rectify the balance.
9.1PalmPay Float shall at all times during the subsistence of this Agreement be the property of the Agent and shall vary in accordance with the Transactions effected by the Agent as specified in the PalmPay Agency Manual. Any E-Money outstanding in PalmPay Float shall be exchanged for an equivalent amount of money from PalmPay’s Account on expiry or early termination of this Agreement.
10.1.The Agent may appoint PalmPay’s Operator within each Outlet.
10.2.The Agent shall be bound by and be responsible for all actions taken by each PalmPay’s Operator on its behalf. All actions taken by the PalmPay’s Operator shall be deemed to be actions taken by the Agent. The Agent shall indemnify Palm Pay in respect of any loss or liability due to mistakes, negligence or fraud of the PalmPay’s Operator appointed by the Agent to properly carry out the transactions.
Without prejudice to any other remedies the Parties may have against each other, either Party (‘Aggrieved Party’) shall have the right at any time by giving one (1) month notice in writing to the other Party (‘Defaulting Party’) to terminate this Agreement immediately in any of the following events:
a) if the Defaulting Party commits material breach of the terms and/or conditions;
b) if the Defaulting Party enters into liquidation whether compulsorily or voluntarily (otherwise than for purposes of amalgamation or reconstruction) or compound with their creditors or suffer any similar action in consequence of debt;
c) if for any cause, the Defaulting Party is prevented from performing its duties hereunder for a period of One (1) Month or for a total period of Ninety (90) days in any one period of twelve (12) calendar months; and
d) if the Defaulting Party is found to be responsible for any conduct that is considered fraudulent, unethical or may cause loss of reputation to the other Party.
11.2.Upon termination of this Agreement as per clause 12.1, neither Party shall be liable to the other Party for consequential damage of any kind as a result of the termination or otherwise, whether as a result of loss of present or prospective profit, investment, commitment made in connection with this Agreement, goodwill or similar loss.
11.3.Subject to any provision to the contrary, the termination of this Agreement shall be without prejudice to the continuation of any provision which expressly or by implication comes into operation or continues in force after the date of termination and shall be without prejudice to any rights and liabilities of the Parties which may have already accrued prior the date of termination.
11.4.PalmPay may terminate the relationship with the Agent without cause upon giving thirty (30) days’ notice to the Agent.
12.1.PalmPay shall provide branding and advertising support materials such as external signage, PalmPay’s posters, internal point of sale material at no cost to the Agent. For the avoidance of doubt, materials that have been supplied to the Agent shall remain the property of PalmPay, returnable upon demand or upon termination of this Agreement.
12.2.The Agents shall display all branding materials and other trade or service marks or copyright material as PalmPay may provide and in accordance with usage guidelines provided by PalmPay.
12.3.The Agent acknowledges that the Intellectual Property rights of PalmPay remains the sole property of PalmPay and the Agent shall at no stage acquire any rights in same.
13.1.Unless otherwise required by law, the Agent shall not during the subsistence of this Agreement or after the termination of same, disclose any Confidential Information other than as authorized in writing by PalmPay unless the disclosure is required in court of law or lawful enforcement agent of the government and only to the extent required. This Non- Disclosure requirement has no geographic limitation and survives the termination of this Agreement.
14.1.PalmPay may send information to the Agent either through written notice, SMS, email or by posting the information on the PalmPay’s website.
14.2.The communication from the Agent to PalmPay shall be by a written notice upon which the Agent shall ensure that PalmPay receives it.
14.3.For the avoidance of doubt, termination notice, or any other notice can be sent through the post office, courier services, dispatch, email, published on PalmPay’s Website and any other appropriate means.
14.4.Notices sent by registered mail shall be deemed to be served three (3) working days following the day of posting; notices sent by email or SMS shall be deemed to be served on the day of transmission.
15.1.All Agents are required to keep proper records in relation to their provision of PalmPay Services, including the registration particulars of each Customer, for a minimum period of five (5) years after consummation of each Transaction.
15.2.All PalmPay Transactions shall be recorded in the Agent log books as described in the Agent Manual as follows:
a) date;
b) PalmPay’s Operator;
c) PalmPay’s Transaction ID (from the electronic receipt);
d) Transaction type;
e) Transaction value;
f) PalmPay Float balance (from the electronic receipt); and
g) Customer’s signature.
16.1.The Agent shall not directly or indirectly engage in any fraud against PalmPay. The Agent shall supervise its staff to ensure that they do not engage in any fraud against PalmPay. For purposes of this Agreement, fraud shall include without limitation, theft, deception, unlawful transaction or unauthorized use or sale of PalmPay’s Services or any services and or product provided by PalmPay.
16.2.Any fraudulent activities by the Agent, the staff of the Agent or any person or entity associated with the Agent or using the systems of the Agent shall constitute a material breach of this Agreement.
16.3.The Agent shall immediately notify PalmPay of any incidents of fraud or attempted fraud involving PalmPay’s Services. However, such notification shall not exonerate the Agent in the event it is involved in any way as stated in clause 17.1 above.
16.4.In the event PalmPay finds out that the Agent is involved in any fraud, PalmPay may penalize the Agent by withholding any commission due to such fraud and in addition may suspend the Agent or forthwith terminate this Agreement. PalmPay reserves its right to legal and/or regulatory recourse in respect of the fraud.
17.1.PalmPay shall not be responsible for any loss suffered by the Agent should PalmPay’s Services be interfered with or be unavailable by reason of:
a) the failure of any Equipment; or
b) any other circumstances whatsoever not within PalmPay’s control including, without limitation, error, interruption, delay or non-availability of the systems.
17.2.PalmPay will not be liable for any losses or damage suffered by the Agent as a result of or in connection with:
a) failure, malfunction, interruption or unavailability of PalmPay’s system and/or PalmPay’s Service, Equipment and the PalmPay’s Network;
b) the Agent’s failure to give proper or complete instructions for payments or transfers relating to PalmPay’s Services;
c) any fraudulent or illegal use of PalmPay’s Services, PalmPay’s systems and/or Equipment; or
d) the Agent’s failure to comply with this Agreement and any document or information provided by PalmPay concerning the use of PalmPay’s systems and the services.
17.3.Under no circumstances shall PalmPay be liable to the Agent for any indirect or consequential loss or damage of whatever kind, arising out of or in connection with the services even where the possibility of such loss or damage is notified to PalmPay.
17.4.All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.
18.1.The movement of money through the PalmPay’s system which is or which forms part of the proceeds of any crime or which is intended to facilitate, aid or finance the commission of any crime is expressly prohibited.
18.2.The Agent shall ensure that all its staff and officers responsible for its business comply with all Anti-Money Laundering and Counter Terrorist Financing laws, regulations, standards or directives in force from time to time including any guidelines, policies and procedures to that effect as may be issued by PalmPay.
18.3.The Agent, its staffs and officers shall adhere to the know your customer (KYC) and Customer identification procedures during the registration processes and in the course of performing Transactions requested by customers including accepting of deposits and effecting payments.
18.4.The Agent shall be responsible for ensuring that all its staff avail themselves for Anti- Money Laundering training, prior to commencing work on the PalmPay Services and remain adequately trained at all times.
18.5.PalmPay will monitor and report any suspicious activity by the Agent and or the Customers to its Anti-Money Laundering Compliance Officer (AMLCO) who may eventually escalate the suspicious activity to the relevant law enforcement authority.
18.6.Notwithstanding anything to the contrary contained in this Agreement, PalmPay shall be entitled to forthwith terminate this Agreement (without prejudice to any of PalmPay’s rights in terms of this Agreement or at law including, but not limited to, any right to claim damages) in the event that PalmPay reasonably and in good faith determines that the Agent has breached any of its obligations contained in this clause.
18.7.Upon termination of this Agreement by PalmPay pursuant to this clause the Agent shall not be entitled to any further payment under this Agreement and shall have no claim of whatsoever nature against PalmPay arising out of such termination.
19.1.The Agent (and any natural person or legal persons the Agent uses for the performance of services in connection with this Agreement, including employees, agents, consultants, contractors and subcontractors) shall:
a) comply with all Applicable Law relating to Anti-Money Laundering, Terrorism Financing, Bribery and Corruption including the Central Bank of Nigeria (Anti-Money Laundering and Combating the Financing of Terrorism in Banks and Other Financial Institutions in Nigeria) Regulations 2013; and any other foreign law with extra territorial application.
b) not do or omit to do anything likely to cause PalmPay to be in breach of any such Applicable Law;
c) not give, offer, promise, receive, or request any bribes, including in relation to any public official;
d) maintain throughout the term of this Agreement, a program designed to ensure compliance with the all Applicable Law by the Agent, including training programs and measures reasonably calculated to prevent and detect violations of the Applicable Law;
e) allow PalmPay, whether itself or through an agent, to conduct an audit of records and information held by the Agent or its sub-contractors or any other relevant person in relation to the performance by the Agent of its obligations under this Agreement;
f) if requested and at PalmPay’s reasonable cost, provide PalmPay’s sufficient reasonable assistance to enable PalmPay to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with any Applicable Law or in connection with any investigation relating to the Applicable Law;
g) maintain adequate internal accounting controls and reasonably detailed books, records and accounts in respect of performance of services to PalmPay;
h) all payments for services performed will be made to the Palm Pay account;
i) promptly notify PalmPay of any allegation of fraud, bribery or corrupt or unlawful practices made against the Agent in court, arbitration or administrative proceedings, or any investigation commenced in respect of such allegations; at any time during the term of this Agreement; and
j) ensure that any natural or legal person external to the Agent who is performing services in connection with this Agreement does so only on the basis of a written contract. The Agent shall be responsible for the observance and performance by such persons of these terms and shall be directly liable to PalmPay for any breach.
19.2.The Agent hereby indemnifies PalmPay and its directors, officers, employees, agents and affiliates against all losses which they have suffered as a result of breach of this clause by the Agent.
19.3.If PalmPay (acting in good faith) determines that there has been a breach by the Agent of this clause, such a breach shall be deemed a material breach of this Agreement, and PalmPay shall have the right to terminate this Agreement without prejudice to PalmPay’s rights under this Agreement or at law.
20.1.The waiver by any Party of any provision of this Agreement shall not prevent the subsequent enforcement of any other provision under this Agreement.
20.2.This Agreement embody the entire understanding of the Parties with regard to the subject matter of this Agreement; and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained herein.
20.3.PalmPay expressly reserves the right to assign, delegate and transfer this Agreement, and its rights and obligations under this Agreement in part or as a whole and including without limitation, to a subsidiary, affiliate, successor or any third-party service provider whatsoever without the consent of the Agent.
20.4.Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of employer and employee between the Parties.
20.5.The Agent shall solicit business as an independent contractor, and it will not at any time represent orally or in writing to any person, corporation or other business entity that it has any right, power or authority not expressly granted in this Agreement.
20.6.If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable, in whole or in part for any reason, such void and unenforceable provision or part thereof shall be expunged from this Agreement, and such provision shall not affect the legality, validity or enforceability of the remainder of this Agreement. The expunged provision shall be replaced, to the extent possible, with a legal, valid and enforceable provision that is similar to the expunged provision as is legally possible.
20.7.This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
20.8.This Agreement is issued by PalmPay (Nigeria) Limited to the Agents and shall be contained among other places on the PalmPay’s Website.
20.9.In the event of a dispute, the Parties shall use their best efforts to amicably settle all disputes arising out of or in connection with the performance or interpretation of this Agreement.
20.10.Any dispute or differences arising out of the construction, interpretation or performance of the obligations created under this relationship which cannot be settled amicably between the Parties within one (1) month after receipt by a Party of the other Party’s request for such amicable settlement may be referred to arbitration under the Arbitration and Conciliation Act, Cap. A18, Laws of the Federation of Nigeria, 2004. The Parties agree that:
a) the arbitration proceedings shall be conducted by a single arbitrator appointed by the Parties. If the Parties fail to agree on the appointment of the arbitrator within fourteen (14) days from the date of notification, the Parties agree that the Chairman of the Chartered Institute of Arbitrators (UK), Nigeria Branch, shall appoint the arbitrator;
b) the arbitration award shall be final and binding on the Parties except for instances of misconduct on the part of the arbitrator or error on the face of the arbitral award; and
c) the place of arbitration shall be in Lagos, Nigeria and the language of arbitration award shall be the English Language.
20.11.This Agreement is not exclusive. It is expressly understood and agreed by the Parties that PalmPay may choose to engage the services of other Agents or not at PalmPay’s sole discretion and that PalmPay has no other obligation to the Agent outside of those set out in this Agreement.
20.12.No Party to this Agreement shall be liable for any failure to fulfil its obligations, where such failure is caused by a Force Majeure Event. The Parties agree that:
a) an event would only qualify as a Force Majeure Event where the event cannot be resolved through the exercise of a Party’s reasonable effort or expenditure and the Force Majeure Event is an unforeseeable event;
b) upon occurrence of circumstances leading to the Force Majeure Event, the Party affected by such Force Majeure Event shall promptly notify the other Party in writing of the occurrence of the Force Majeure Event within five (5) days of its occurrence and such written notice shall provide the estimated extent and duration of such inability to perform the obligations; and
c) where the Force Majeure Event continues for a period of thirty (30) days, the other Party shall have the right to terminate this Agreement upon giving fifteen (15) days’ written notice of such termination to the other Party