Terms of Use Agreement
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1.0 DEFINITION AND INTERPRETATION
1.1 In this document, "User Agreement", "Agreement", "Terms and Conditions of Service" are synonymous and used interchangeably.
1.2 In this Agreement, "you" or "your" or "User" refers to any Agent/Sub Agent or entity using the service.
1.3 Unless otherwise stated, "we" or "our" or "us" will refer collectively to Remita Payment Services Limited and its subsidiaries, affiliates, directors, officers, employees, agents, and partners.
1.4 “You” and “Us” are jointly referred to as 'the Parties' in this document, "Remita", "our Services", "the Services", "the System", 'Remita app' "the platform" are synonymous and used interchangeably unless otherwise specified.
1.5 “Agreement'' means this agreement between “We” and “You” including all applicable schedules and/or documents incorporated by reference hereto.
1.6 ‘Agent Aggregator’ means a business that is duly authorized to recruit, train and provide support services to agents within the Aggregator’s ecosystem.
1.6 ‘Agent Aggregator’ means a business that is duly authorized to recruit, train and provide support services to agents within the Aggregator’s ecosystem.
1.7 “AML” means anti-money laundering i.e. a set of procedures, laws or regulations designed to stop the practice of aiding or generating income through any illegal action.
1.8 ''Cash Float'' means the cash you provide at your business Outlet for the provision of the Services.
1.9 “Confidential Information” means all information relating to or connected with the business and affairs of either Party including matters or items not generally known to third parties relating to a Party’s past, present or future business or activities, and shall include, but not be limited to, customer data, research and development details and any information on business strategies, clients and customers, business location, business prospects, contract discussions, technical know- how, trade secrets, financial information, prospective investor lists, marketing information and other information pertaining to the business of a Party. Such information may be contained in any form or medium and may or may not be designated or marked “confidential” or the like;
1.10 ''Customer'' means a retail user or consumer of the Service to be offered at your outlets;
1.11 “Designated Financial Institution” means a licensed bank in Nigeria where you shall create and maintain an account, and from where funds for transactions processed in accordance with the terms of this Agreement will be deducted.
1.12 “Equipment'' means all the tangible materials provided to you by us for the purpose of providing the Service.
1.13 “Force Majeure” means any circumstance beyond the reasonable control of either Party including but not limited to acts of war (whether war be declared or not), emergency, strike, rebellion, insurrection, government sanctions, accident, internet and communication link failure, power failure, fire, earthquake, flood, storm, tornadoes, hurricane, epidemic or pandemic declared by a National or sub-national authority, collapse, fire or explosion of any our office, events of force majeure declared by the affected Party’s partners or service providers involved in the smooth operation of the affected Party’s obligations in this Agreement or any other act of god or any technical failure caused by devices, matters, materials or any third party payment infrastructure.
1.14 “Intellectual Property” means all present and future worldwide patents, trademarks, service marks, trade names, goodwill, registered designs, design rights, database rights, copyrights, inventions, rights in computer software and other forms of intellectual or industrial property and all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing.
1.15 “Outlet” means the physical address of each place of business from which you are authorized to provide the Service to Customers.
1.16 “Remita” means the financial technology solution suite and platform designed and offered by RPSL for the processing of electronic payments, invoicing, collections, vending, bills payments, receipting among other services.
1.17 “Remita Agent’ means a third party who, acts on behalf of RPSL to deliver financial services to the end users through the Remita platform, and on a non-exclusive basis.
1.18 “RPSL” means Remita Payment Services Limited.
1.19 “Transaction” means (as the context requires in respect to the provision of the Service through Remita);- 1.19.1 Cash deposit and withdrawal.
- 1.19.2 Bills payment (utilities, taxes, tenement rates, subscriptions, etc).
- 1.19.3 Local funds transfer services
- 1.19.4 Collection and submission of account opening and other related documentation
- 1.19.5 Any other activity as may be prescribed by us in accordance with the extant laws and regulations.
1.20 “Service” means the provision of Transaction services to Customers, through Remita.
1.21 “Wallet” means your account in the books of a Designated Financial Institution from where funds for transactions processed through the Service will be deducted.
1.22 In this Agreement:
- 1.22.1 References to a "clause" or “Annexure” are references to a clause of or an Annexure to this Agreement.
- 1.22.2 Words in the singular include the plural and vice versa and words of any gender include every other gender and references to legal persons shall include natural persons and vice versa.
- 1.22.3 The headings to clauses are inserted for ease of reference only and shall not be construed in the interpretation of this Agreement.
- 1.22.4 Reference to any statute, statutory provision or regulation includes reference to that statute, statutory provision or regulation as amended, modified or re-enacted.
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2. YOUR APPOINTMENT
We hereby appoint you, and you accept such appointment, to offer the Service to Customers leveraging Remita, on a non-exclusive basis, and in accordance with the terms of this Agreement.
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3.0 COMMENCMENT AND DURATION
This Agreement shall commence on the date first written above and shall be in force unless terminated in accordance with the terms of this Agreement.
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4. YOUR OBLIGATIONS
You shall:
- 4.1 comply, in all respects and at all times, with the obligations set out in this Agreement, and all applicable KYC and AML laws, regulations and policies, and you shall keep complete records of every transaction performed by you.
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4.2 Notwithstanding the generality of the provisions of clause 4.1 you shall:
- 4.2.1 use your best effort to offer the Service to Customers.
- 4.2.1 use your best effort to offer the Service to Customers.
- 4.2.2 receive cash payments from Customers with the understanding that a corresponding debit of the amount received shall occur on your Wallet.
- 4.2.3 use any Equipment provided by us in accordance with the terms communicated by us.
- 4.2.4 ensure that each Customer is issued with a receipt upon the successful completion of a Transaction.
- 4.2.5 ensure that where you receive any document from a Customer, you shall issue an acknowledgement note to the Customer.
- 4.2.6 ensure that complete, correct, and accurate details are provided in respect of each transaction processed on Remita.
- 4.2.7 prefund your Wallet to cover the value of transactions to be processed by you.
- 4.2.8 Ensure you meet up with the required minimum transaction counts on a daily basis.
- 4.2.9 use any Equipment provided by us in line with the terms to be communicated by us.
- 4.2.10 Engage your Agent Aggregator for first level support services. Thereafter, issues not resolved by the aggregator should be sent to us through remitaagent@remita.net and other official channels provided to you, from time to time.
- 4.2.11 bear the entire cost and expense of conducting your business under the terms of this Agreement.
- 4.2.12 be responsible for the cost of replacing or repairing all lost or damaged Equipment.
- 4.2.13 immediately report any loss or theft of any Equipment to us, to enable us immobilize its effective usage, where possible.
- 4.2.14 provide the Services using the tariffs as set out in the tariff schedule that we will communicate to you. For the avoidance of doubt, you shall not charge any Customer a fee other than the applicable transaction fee we communicate in writing to you.
- 4.2.15 provide the Services at the agreed locations.
- 4.2.16 notify us, in writing, in not less than Seventy Two (72) hours before you change your registered business location.
- 4.2.17 reach out to your assigned Agent Aggregator for first level support services.
- 4.2.18 comply with the terms of this Agreement and any other process or procedure which may be specified by us, and you further undertake to comply with all laws, by-laws and any other regulations issued by any competent authority in relation to the operation of the Equipment and services indicated in this agreement.
- 4.2.19 not be entitled to cede or assign any rights granted under this Agreement to any other person.
- 4.2.20 be available to provide the services contemplated in this Agreement at least within the hours of 8am and 6pm daily.
- 4.2.21 where required, grant us and our representatives, free, timely and unfettered access to your records, Outlets and staff in respect of the Services, at any point in time during the term of this Agreement.
- 4.2.22 take all other measures, including taking adequate insurance policies required to secure your premises and ensure cash security and cash management.
- 4.2.23 abide by the dispute resolution mechanism in Clause 9 of this Agreement.
- 4.2.24 where you operate in more than a location, each of your operators/staff shall be required to register on Remita (once they have completed their AML training). Subsequently, your operator/staff would provide the Service on your behalf.
- 4.2.25 be bound by and be responsible for all actions taken by each Operator on your behalf. All actions taken by the Operator shall be deemed to be actions taken by you.
- 4.2.26 ensure that all required documents such as Account Opening Forms or KYC documentation are obtained from each Customer, authenticated with such customer’s signature and kept confidential;
- 4.2.27 be responsible for providing at your Service Point or any location where you provide the Service.
- 4.2.28 if requested by us, attend and participate in trade shows and conventions related to our products and services.
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5. OUR OBLIGATIONS
We shall:
5.1 provide you with the necessary information and access to enable you provide the Services to Customers through Remita.
5.2 process transactions submitted on Remita and provide the appropriate system feedback for each transaction.
5.3 be responsible for the management, monitoring, support, and supervision of your activities across all your Outlets.
5.4 provide customer support services as required.
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6. BRANDING AND PROMOTIONAL MATERIALS
6.1 We shall provide branding and advertising support materials such as posters, and internal point of sale material at no cost to you (the “Materials”). For the avoidance of doubt, the Materials supplied to you shall remain our property, returnable upon demand or upon termination of this Agreement. You shall strictly comply with all instructions given to you by, or on behalf of, us in respect of the Materials and their use.
6.2 You shall prominently display the Materials supplied by us at your registered business location where the Services are delivered to the Customer. You shall not modify or use any other branding or advertising materials in connection with the Service(s) except the ones provided for the Service.
6.3 You shall not use or modify the trademarks, copyright and trade names in any of our provided Materials, except as authorized by us in writing. -
7. TRANSACTION FEES AND PAYMENT TERMS
7.1 In consideration of the performance of your obligations, you shall be entitled to a share of our revenue generated from transactions completed by you (“Commission”), as set in the appendix to this agreement:
7.2 We shall deduct applicable transaction processing fees from your Wallet when services are carried out via Remita
7.3 Each Party shall be responsible for any taxes, charges or other payments required of it under the law. Where any Party is required by law to deduct or withhold taxes related to the other Party, the Party withholding the tax shall promptly notify the other party and remit it as required by law and provide the other party with official evidence of having done so.
7.4 You understand that:- 7.4.1 Commissions shall be calculated based on completed transactions only. For the avoidance of doubt, no Commission shall be paid for failed transactions.
- 7.4.1 Commissions shall be calculated based on completed transactions only. For the avoidance of doubt, no Commission shall be paid for failed transactions.
- 7.4.2 all transactions for which you accept cash or give cash to customers, will result in a debit of the equivalent amount from your Wallet.
- 7.4.3 All monies owed by us to you would be credited into your wallet within ten (10) days following the end of the month from which the Commission is calculated.
- 7.4.4 All chargebacks without satisfactory evidence provided by you to us, shall be
deducted from your Wallet twenty four (24) hours after we request for satisfactory
evidence from you, disputing the chargeback claim.
7.6 You understand and agree that neither you nor your employees is entitled to receive any form of salary, allowances, emolument, pension or fringe benefits such as medical, life insurance, disability protection, workman's compensation insurance, etc., from us.
7.7 All monies deposited by you in your Wallet (including your Commission) remain your property and will be available for withdrawal by you at any time, less applicable charges and subject to our right of Set-Off. -
8. INSURANCE
Each Party shall maintain insurance policies as may be required by law in connection with their respective businesses and obligations in this Agreement. You shall, upon request, provide copies of applicable insurance policies that cover your service location and any Equipment provided to you by us.
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9. DISPUTES
9.1 The Parties agree that in the event of a dispute or claim of whatever nature arising in respect of any transaction, the records of the transaction available from the Parties shall be used as a reference and shall be the basis of settling the aforesaid dispute or claim.
9.2 Where there are discrepancies between records of transactions in the custody of either Party, the discrepancies will be jointly investigated by the Parties using information at their disposal, however, our records shall be deployed whenever appropriate and proper adjustments (if any) shall be applied.
9.3 The Parties shall use their best efforts to amicably settle any dispute arising in connection with this Agreement. Where dispute is not settled amicably, Parties shall submit to provisions in clause 21 of this Agreement. -
10. RELOCATION, TRANSFER AND CLOSURE OF AGENT PREMISES
10.1 You shall not relocate, transfer or close your service location without the prior written authorization from us.
10.2 Notice of intention to relocate, transfer or close your service location shall be served on us no later than sixty (60) days before such relocation, transfer or closure of the service location.
10.3 Where you open a new outlet in a different location, you shall apply to us for authorization before we register you as an agent in that location.
10.4 Where you commence providing the Service on our behalf at the new location without first obtaining the relevant authorization from us, you shall be suspended from processing further transactions until compliance is established.
- 11. INDEMNITY AND LIMITATION OF LIABILITY
11.1 Each Party (“First Party”) agrees to protect and discharge the other Party, its officers, Directors and employees, from any direct losses, third-party claims, damages and reasonable expenses caused by or arising from negligence, fraud, misrepresentation, malpractice, criminal activity and willful concealment of the First Party and its employees under this Agreement, particularly as it pertains to the performance of its obligations.
11.2 Neither Party shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, or any economic loss or loss of revenue, profits, anticipated income, business, goodwill, opportunity, data, contracts, or time, in each case whether foreseeable or not. - 12. SUSPENSION
12.1 We reserve the right to suspend you for infractions including but not limited to:- 12.1.1 opening of a new/additional service point(s) in different location(s) without obtaining prior approval from us.
- 12.1.2 receiving and cashing cheques on our behalf,
- 12.1.3 carrying out foreign currency denominated transactions
- 12.1.4 splitting transactions that could have been effected within a single transaction limit, in order to generate more service fees.
- 12.1.5 using transaction channels not approved by us.
12.2 From the effective date of your suspension, you shall refrain from carrying out the Services on our behalf until such time as the suspension is lifted and you are advised accordingly.
12.3 We shall not be liable to you for loss of profits, special, incidental, consequential, exemplary damages or any other loss or cost incurred by you as a result of the suspension.
12.4 We reserve the right to advise the public of your suspension.
12.5 The duration of the suspension shall be at our discretion and subject to the outcome of the investigation being carried out with respect to the identified infraction(s). -
13. TERMINATION
13.1 This Agreement may be terminated:- 13.1.1 Without cause, by us giving you not less than thirty (30) days prior notice of termination;
- 13.1.2 immediately upon the withdrawal or termination of our license by the Central Bank of Nigeria;
- 13.1.3 by either Party if the other Party becomes or is declared insolvent or bankrupt,
becomes the subject of any proceedings relating to its liquidation, insolvency or for
the appointment of a Receiver or similar officer over or in respect of its assets, or
compounds or makes an assignment for all, or substantially all, of its creditors, or
enters into an agreement for the composition, extension or readjustment of all, or
substantially all, of its obligations.
- 13.1.4 By the agreement of the Parties in writing.
- 13.1.5 immediately by us:
13.1.5.1 in the event of a material breach, or in the case of fraud or malpractices or criminal activity or insolvency,
13.1.5.2 if you are in breach of this Agreement, or any applicable law or regulation.
13.1.5.3 If there is a significant change in your ownership capable of adversely affecting the performance of your obligations under this Agreement.
13.1.5.4 Where you use your registered business location for any illegal or unlawful activity.
13.1.5.5 Where you fraudulently extract and use Customer information (personal details, personal identification number (pin), or any other financial or non- financial information of the Customer).
- 13.2.1 you shall no longer hold yourself out as being our representative/agent, and shall immediately cease providing the Service.
- 13.2.2 You shall cease forthwith to use any of our Equipment, trade names and trademarks.
- 13.2.3 You shall immediately return the equipment to us in good working order subject to allowable fair wear and tear;
- 13.2.4 Subject to any rights of set off in respect of any claims against you , you will be entitled to receive any commissions earned as at the date of termination and shall not be entitled to claim for any other costs, expenses whatsoever arising directly or indirectly from any loss of business.
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14. RIGHT OF SET OFF
We shall have the right to off-set any sums you owe hereunder against any sums due and we owe you whether under this Agreement or otherwise.You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior express written permission. You agree that you will not use any device, software or routine to attempt to interfere with the proper working of the Remita site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Most of the information on our site is proprietary or is licensed to us. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content from our website without our prior express written per
- 15. INTELLECTUAL PROPERTY RIGHTS
15.1 You acknowledge that the copyright and all other intellectual proprietary rights in Remita, the Services, Materials and other ancillary applications used by us in the performance of your obligations herein, or documentation or materials provided by us, belong exclusively to us and you shall not do anything which might bring into question our ownership of those rights or their validity.
15.2 You understand that neither this Agreement nor the performance of the obligations herein shall or be deemed to convey title or any ownership interest or rights in our intellectual property rights as stated above to you. In addition, you shall not infringe directly or indirectly upon our Intellectual Property rights. - 16. CONFIDENTIALITY
16.1 The Parties by the nature of this Agreement may have access to information that is confidential to one another, such confidential information may include the Parties’ business methods, salary structure, marketing strategies, pricing, competitor information, and all other information designated as confidential by either Party. The Parties agree to maintain the confidentiality of the confidential information and to protect as a trade secret any portion of the other Party’s confidential information by using all reasonable efforts to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. Confidentiality obligations extend to all employees, contractors and agents or any other person associated with the Parties.
16.2 A Party’s confidential information shall not include any information that:- 16.2.1 is or becomes part of the public domain through no breach of this Agreement by the other Party;
- 16.2.2 is lawfully acquired by the other Party from a third party without any breach of confidentiality;
- 16.2.3 is disclosed by a Party to a third party without any obligation of confidentiality;
- 16.2.4 is independently developed by the receiving Party;
- 16.2.5 is approved for release by prior written authorization of the disclosing Party;
- 16.2.6 is required to be disclosed by a court of competent jurisdiction, administrative agency or government body, or by law or regulation, or applicable regulatory or professional standards;
- 16.2.7 is disclosed by the receiving Party in connection with any judicial or other proceeding involving the disclosing Party or the receiving Party or any employees of the receiving Party.
16.3 Each Party acknowledges that information/data belonging to the other Party and the data subjects are subject to applicable data protection laws and regulations (including any supplements or variations thereof) and shall all times act to ensure compliance with these laws/regulations and any other regulation regarding the standard of security in usage and storage of data in Nigeria. The defaulting Party shall indemnify the other Party to the full extent of its direct losses or liabilities resulting from the breach of any applicable law.
16.4 Any Customer information/data obtained by you shall remain confidential and you shall only process the information in furtherance of the contemplated transaction for which the information was received (“Authorized Use”). For the avoidance of doubt, you shall have no title or claim to Customer information/data and shall only use the information for the Authorized Use. -
17. THIRD PARTY RIGHTS
Nothing in this Agreement shall confer on any third party the right to enforce any provisions of this Agreement.
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18. WAIVER
The rights and remedies of a Party in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by a Party to another or by any failure of or delay by a Party in ascertaining or exercising any such rights or remedies. Any release by a Party shall not affect its rights and remedies as regards any other Party or its rights and remedies against the Party in whose favour it is granted or made except to the extent of the express terms of the release and no such release shall have effect unless granted or made in writing.
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19. NOTICES AND AMENDMENTS
19.1 Notices
Any notice or other communication required or permitted in this Agreement shall be in writing
and shall be deemed to have been duly given when received by the other party via email or
registered post at the other Party’s stated last known address.
19.2 Amendment This Agreement shall not be amended or modified except by an instrument in writing signed by the Parties and stating that it is an amendment of this Agreement. -
20. ASSIGNMENT
You acknowledge that this Agreement and all incorporated documents may be automatically assigned by us to a third party in the event of a merger, acquisition, or other corporate transaction.
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21. GOVERNING LAW
This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
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22. FORCE MAJEURE
22.1 If the performance of this Agreement or any obligation under it is prevented, restricted or interfered with by reason of a Force Majeure event, the Party so affected shall promptly notify the other Parties in writing of the existence of the Force Majeure event, the anticipated length of delay, the cause of the delay and a timetable by which any remedial measures will be implemented.
22.2 If the Force Majeure event continues for a period less than thirty (30) days, then during that period, the obligations affected by the Force Majeure shall be considered as suspended. Upon the end of the Force Majeure event, the contractual obligations of the Parties shall be reinstated with such reasonable modifications to take account of the consequences of the Force Majeure event as may be agreed by the Parties, or in default of such agreement, as may be determined by an expert or court of competent jurisdiction.
22.3 If the Force Majeure event continues beyond thirty (30) days, then this Agreement may be terminated by mutual consent and neither Party shall be liable to the other Party as a result of such termination. -
23. DISPUTE RESOLUTION
23.1 Negotiated Settlement and Mediation In the event of any dispute the Parties shall seek to resolve any such dispute amicably between themselves or through a negotiated settlement and in the event of their inability to resolve the dispute as aforesaid the Parties shall explore a mediated settlement with both Parties appointing one (1) Mediator who shall act as a catalyst for resolution.
23.2 Should the representatives of the Parties be unable to resolve a dispute in accordance with the foregoing, such dispute will be submitted to and decided by Mediation at the Lagos Multidoor Courthouse (LMDC). The mediation shall be conducted by an accredited mediator or any other equivalent accredited mediator to be appointed by the Parties. The Lagos Multi Door Court House Model Procedure Rules 2007 shall apply. For the avoidance of doubt, in the event that the Parties are unable to agree on the appointment of a mediator within one (1) month, the Parties shall proceed to litigation as stated in this Agreement.
23.3 Either Party shall be entitled to submit the dispute to a court of competent jurisdiction, should the mediation fail or Parties’ are unable to settle the dispute within sixty (60) days via mediation.
23.4 This clause is severable from the rest of the Agreement and shall therefore remain in effect even if this Agreement is terminated.
23.5 This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the terms of settlement.
23.6 The provisions of this clause constitute an irrevocable consent by the Parties to any proceedings in terms hereof and no party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by those provisions.
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24. ENTIRE AGREEMENT
This Agreement together with the Remita Terms and Conditions and the Remita Privacy Policy available online at https://remita.net/legal/terms constitute the entire agreement between the Parties and supersedes any and all prior agreements between the parties, whether written or oral, including without limitation, all marketing documents with respect to the subject matter hereof. -
25. RELATIONSHIP OF THE PARTIES
Except as expressly provided, this Agreement does not authorise or empower either Party to enter into any agreements or incur any obligations on behalf of the other; and nothing in this Agreement shall be deemed to create principal-agent or employer-employee relationship between the Parties or between either Party and the other Party’s employees or representatives or to grant either Party the right to make any commitments for and on behalf of the other Party beyond what is expressly agreed between the Parties. The Parties are for all intents and purposes independent contractors. Except otherwise expressly agreed, neither Party shall be vicariously liable for the acts of the other.