This Referral Terms and Conditions (“Terms and Conditions”) represents the binding terms of the Monnify Referral Program of TeamApt Limited (“the Company”). The contents of these Terms and Conditions are binding and are not subject to any varying terms or conditions, unless as provided by the Company subsequently with notice to you. In these Terms and Conditions, “the Referrer” or “you” refers to the party that accepts these Terms and Conditions and/or executes the Agreement (hereinafter defined). By accepting these Terms and Conditions and/or executing the Agreement (hereinafter defined), you are deemed to be a Referrer under the Monnify Referral Program and agree to be bound by these Terms and Conditions (and as may be amended from time to time and posted on our website). If you disagree with any part of this Terms and Conditions, do not provide the Service (hereinafter defined). In addition, the Service (hereinafter defined) shall be subject to any applicable laws, regulatory guidelines or any other rule/provision communicated by the Company from time to time. All such laws, regulatory guidelines or rules/provisions are hereby incorporated by reference into these Terms and Conditions.

INTERPRETATION AND DEFINITIONS

Definitions

“Affiliate” A company or corporation under common control with or effectively controlled by or controlling a Party directly or indirectly either through the ownership or control of shares or other controlling agreements.

“Agreement” The Monnify Referral Agreement

“Applicable Law” All relevant laws and regulations of any applicable jurisdiction.

“Competitor” Any organisation and/or entity engaged in selling products/services that are similar to the products/services being offered by the Company and/or its Affiliates with the goal of achieving revenue, profit, and market share growth within any territory that the Company operates in.

“Confidential Information” Any information received by one Party (the “receiving party”) from the other Party (the “disclosing party”) and which the receiving party has been informed, or has a reasonable basis to believe, is confidential to the disclosing party, unless such information: (1) was known to the receiving party prior to receipt from the disclosing party; (2) was lawfully available to the public prior to receipt from the disclosing party; (3) becomes lawfully available to the public after receipt from the disclosing party, through no act or omission on the part of the receiving party; (4) was rightfully communicated by a third party to a receiving party free of any obligation of confidence subsequent to the time of the originating Party's communication thereof to the receiving Party; or (5) is independently developed by an employee or agent of the receiving party who has not received or had access to such information.

“Effective Date” The date on which the Referrer accepts these Terms and Conditions or the date on which the Referrer executes the Agreement (whichever is earlier)

“Merchant” A client who (i) is introduced by Referrer to Company pursuant to this Terms; (ii) subsequently, as a result of such introduction and pursuant to these Terms and Conditions, enters an agreement with the Company to process its payments through the Platform and (iii) integrate with the Platform and commences the processing of its payments through the Platform.

“Parties” The Company and the Referrer.

“Party” The Company or the Referrer.

“Platform” The Company’s Monnify Platform.

“Intellectual Property” Any industrial and intellectual property and/or proprietary rights whether registered or unregistered, legal or beneficial, including but not limited to: copyrights, patent rights (including applications for patent protection); publicity rights, trade secret rights; registered or otherwise protected trademarks, trade names and service marks and protections from trademark dilution, database rights and semiconductor topography rights.

“Service” The promotion and marketing of the Platform to potential Merchants by the Referrer.

“VAT” Value added tax

THE REFERRER’S OBLIGATIONS

Referrer shall (at its own expense):

1. Perform the Service.
2. in marketing the Platform, represent the functionalities to the Merchant as communicated to it by the Company. The Referrer shall not have the authority to represent other functions not communicated to it by the Company and or offer a discount to prices for the provision of the Platform or any product of the Company without the written consent of the Company.
3. provide itself with and be solely responsible for (i) such facilities, employees, and business structure and logistics, and (ii) such permits, licenses, and other forms of clearance from governmental or any Regulatory Agencies whether of Government or otherwise as required for the conduct of its business operations according to this Agreement.
4. act diligently and in good faith in all its dealings with Merchant’s and prospective Merchant including but not limited to engaging in any conduct which, in the opinion of the Company, is harmful to the Company’s business.
5. keep the Company informed of all marketing, promotional and support activity of any type relating to the Service.
6. not make any representations concerning the Company or the Platform or any part thereof which are not contained in written material published by the Company or as provided in writing by the Company for issue to the prospective Merchant.
7. perform reasonable background screening of all its personnel assigned to perform the obligations of Referrer under this Terms, including but not limited to professional and criminal records investigation. Referrer warrants and represents that its personnel shall have no criminal convictions. The Company reserves the right to require, on reasonable grounds including without limit, knowledge of and/or reasonable suspicion of illegal or inappropriate business behaviour, the replacement of any personnel involved in carrying out Referrer's obligations under this Terms.
8. comply with all Applicable Laws relating to the marketing of the Platform.
9. not appoint any sub-agent, or otherwise delegate or subcontract its obligations under these Terms and Conditions except with the prior written approval of the Company.
10. process any data supplied to it while performing its obligations under this Terms in accordance with all applicable data protection laws, and shall be bound by the provisions of Schedule 1 (Data Processing Annex);
11. ensure prospective Merchants and their business types are adequately screened and devoid of all forms of immorality and/or illegality.
12. ensure that all prospective Merchant opportunities that cannot be closed are referred to the Company with complete information and details of such opportunities.
13. carry out detailed Know Your Customer (KYC), due diligence background checks on all prospective Merchants before finalising any deal.
14. maintain all necessary insurance covers as stated in Clause 14 below; and
15. shall be bound by the service delivery terms and standards as provided in all policies and processes advised by the Company from time to time.
16. promptly escalate any illegal/unapproved activity identified whilst performing the Service. For the avoidance of doubt, illegal/unapproved activity are those actions/inactions which by their nature are against the Company’s principles/policies or calculated to occasion risk and damage to the Company.
17. In connection with any performance under this Agreement, neither the Referrer, nor any officer, employee, or agent of the Referrer shall make any payment, or offer or promise or authorize payment of any money or other article of value, to any official or employee of the Company in order to either obtain or retain the Company's business or to influence any act or decision of any official or employee of the Company to perform or fail to perform his or her duties.
18. It is the responsibility of the Referrer to ensure that all its employees, agents, and assigns are informed of this obligation and that required steps are taken.
19. In the performance of its services under this Agreement, a Referrer shall be regarded as having introduced a customer to the platform on the production of a fully completed and endorsed mandate form, a template of which is Annexure 3 to this Agreement. The receipt of this completed form by the Company indicates the customer’s adoption and use of the platform by reason of the Referrer’s efforts. A soft copy of this template shall be provided to the Referrer at the point of execution of this agreement for the continuous notification of the successful onboarding of customers.
20. Where more than one Referrer attempts to present a customer as a user of the platform for the purpose of being recognized as the introducer, Monnify shall recognize as the introducer, the party who is the first to present a fully completed and endorsed template of Annexure 3 from the customer. Where the Referrer introduces a Customer and the Customer fails to process transactions for six (6) months after registration, another Referrer that activates or deactivates any such Customer shall be entitled to earn the introducer’s fee.

THE COMPANY’S OBLIGATIONS

The Company shall:

1. supply to the Referrer such information concerning the Platform as the Company considers is necessary to enable the Referrer to perform its obligations under these Terms and Conditions; and
2. provide reasonable assistance as needed by the Referrer in the performance of the Service.
3. shall agree on a Merchant onboarding and tracking process with the Referrer, complete with timelines, and use its best endeavours to adhere to it;
4. shall make available its technical personnel in a timely fashion to work with the Referrer to implement all necessary integration to the Platform and provide technical help on other issues that may affect the activation or operations of an onboarded Merchant;
5. shall ensure continuous maintenance, security, and optimum performance of the Platform to meet its obligations.
6. shall provide sales and support training on the Platform to the Referrer’s personnel at periodic intervals, with the frequency and content of the training to be determined by the Company.
7. shall provide the Referrer with relevant marketing and technical information on the Platform.
8. shall grant to Merchant, the right of access and use of the Platform subject to the Referrer/Merchant providing and satisfying the requirements contained in Monnify Mandate Form detailed in the Referral Agreement.

REFERRALS AND ONBOARDING

1. The Company shall be under no obligation to accept any Merchant and may reject a Merchant for any reason at its sole discretion. Further, if the situation is such that the Company is faced with a competing situation as to which Referrer introduced a Merchant, the Company shall be guided by the first in time principle in recognising the Referrer that will be attached to the Merchant. The Monnify Mandate Form detailed in the Referral Agreement will form the basis for determining the Referrer that is first in time. As such, the date that the Company receives the Monnify Mandate Form shall be taken into account in determining the first in time.
2. The Referrer acknowledges that the Company may have existing relationships with Merchants and agrees that it will not either directly or through an affiliated entity make any contact with, deal with, or otherwise be involved with any of these existing Merchants with respect to the Services.
3. Nothing in this Agreement shall restrict the Company from offering its services to or otherwise dealing with any Merchant directly.

WARRANTIES AND LIABILITY

1. Each Party warrants that it has full authority to enter these Terms and Conditions and that by entering these Terms and Conditions such Party is not in breach of any agreement or covenant to which such a Party is otherwise bound.
2. Notwithstanding anything stated herein nothing shall exclude or restrict the liability of either Party:
   • for death or personal injury arising as a result of the negligence of the other or its employees; or
   • for fraud; or
   • for any matter for which it would be illegal for the relevant Party to exclude or to attempt to exclude its liability.
3. Subject to clauses 4(b) and 4(d), the Company’ aggregate liability under these Terms and Conditions shall be limited to the commission paid by the Company to the Referrer in respect of the relevant Platform product/service in the month preceding the date of the claim.
4. Neither Party will have liability under or in connection with these Terms and Conditions in respect of:
   • loss of profits, loss of business, loss of revenue, loss of contracts, loss of goodwill, loss of anticipated earnings or savings (whether direct, indirect, incidental, or consequential); or
   • loss of use or value or damage of any data or equipment (including software), wasted management, operation, or other time (whether direct, indirect, incidental, or consequential); or
   • any special, indirect, punitive, incidental, or consequential loss; howsoever arising.
5. The Referrer shall indemnify and keep indemnified the Company against all direct injury, death, loss, expenses, and costs including without limitation all legal costs, or damage suffered by Company or any third party as a consequence of any failure by Referrer to comply with applicable laws/regulations or its obligations under or pursuant to these Terms and Conditions.

INTELLECTUAL PROPERTY

CONFIDENTIALITY

• Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation, or law of any jurisdiction. If a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall, where practical, promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party and its Affiliates agree that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, agents, professional advisors, or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorised disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 6 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 6.
• Upon termination or expiration of these Terms and Conditions, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to Customers.

TERMINATION

1. These Terms and Conditions can be terminated by either Party serving sixty (60) days’ notice in writing on the other.
2. Without prejudice to any of its accrued rights whether arising out of or in connection with these Terms and Conditions, either Party shall be entitled to immediately terminate this Terms and Conditions by notice in writing if the other Party makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts, is subject to a judicial recovery or liquidation proceeding, or has passed a resolution for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation).
3. Either Party shall be entitled by notice in writing, without prejudice to any of its rights herein, to terminate immediately these Terms and Conditions if the other party is in substantial breach of a material term of this Terms and such breach is incapable of remedy or, where the breach is capable of remedy, the other fails to remedy such breach within thirty (30) days of the date of despatch of a written notice specifying the breach and requiring it to be remedied.
4. The Referrer shall promptly notify the Company in writing if the Referrer or any of its Affiliates:
   • purchases a controlling interest, acquires or otherwise has any interest in a Competitor; or
   • is purchased, has any of the controlling interest bought, acquired, or otherwise transferred to a direct Competitor of the Company.

   The Company shall have the right immediately to terminate these Terms and Conditions within forty-five (45) days of receipt of such written notice or at any time thereafter by serving notice in writing to the Referrer to that effect.

5. Upon termination of these Terms and Conditions all Merchants registered hereunder shall automatically be re-assessed. The Referrer will have no rights to any sums, fees, or commissions after the termination of these Terms and Conditions whether incurred or due prior to such termination.
6. Notwithstanding the above provisions or any other provisions herein, the Company reserves the right to terminate these Terms and Conditions forthwith by written notice in any of the following circumstances:
   • the Referrer or its agents/assigns is in breach of any of the provisions of these Terms and Conditions.
   • anything or matter is brought to the attention of the Company which in its absolute discretion, it considers may affect the Referrer’s ability or willingness to comply with all or any of the obligation or liabilities contained in these Terms and Conditions.
   • The Company in its absolute discretion, determines that the relationship with the Referrer represents increased risk of loss or liability.
   • anything happens to the Referrer or comes to the attention of the Company which in the Company’s absolute discretion is considered disreputable or capable of damaging the Company’s reputation or that of any of the financial institutions, detrimental to the Company’s business or that of any financial institution or which may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity.
   • any fines or any other claims are brought against the Company by any card scheme, regulator, financial institution or any other third party arising from any aspect of the parties’ relationship (including in connection with any security breach, compromise or theft of Data held by the Referrer or its agents/assigns irrespective of whether such security breach, compromise or theft of Data was within or outside its control).
   • The Company is required or requested to do so by any financial institution, regulator, or government agency.

CONSEQUENCES OF TERMINATION

1. Termination or expiry of these Terms and Conditions shall not relieve either Party of obligations accrued prior thereto, and neither Party shall be relieved of obligations that survive termination or expiry of this Terms.
2. Upon expiry or termination of these Terms and Conditions for any reason:
   • the Referrer shall remove and promptly return or destroy, all advertising, promotional or sales material relating to the Platform and any other material, property, documents, and papers of whatever kind sent to the Referrer and relating to the business of the Company and any copies thereof.
   • the Referrer shall immediately cease to promote, market, advertise or solicit prospective Merchants for the Platform and any related services, including any activities with regard to terms being signed with any Merchant or prospective Merchant.
   • the Referrer shall immediately cease using any Intellectual Property of the Company and shall destroy or deliver up all items displaying the Intellectual Property of the Company and the costs of doing so shall be borne by the Referrer; and
   • neither Party shall have any further obligation to the other save as to the obligations of a continuing nature provided herein.

   The provisions of clauses 4 (Warranties and Liability), 5 (Intellectual Property), 6 (Confidentiality), this clause 8 (Consequences of Termination), 9 (Non-Solicit), 10 (Notices), 11 (General) and 13 (Governing Law) and any other terms in this Terms which by their nature are intended to survive shall continue to apply notwithstanding the expiry or termination of these Terms and Conditions (howsoever arising).

NON-SOLICITATION

During the term of these Terms and Conditions and for one (1) year after termination or expiry of these Terms and Conditions, the Referrer will not either directly or indirectly solicit to employ, or cause to be solicited for employment, any person employed by the Company, without the Company’s prior written consent.

NOTICES

1. Any notice to be given hereunder shall be in writing and sent to the relevant Party at its address or email address contained herein (or such other address or email address as shall have been notified to the other Party), and shall be delivered or sent:
   • by email; or either
   • in the case of a notice between parties whose respective addresses for service are in the same country, by registered or recorded delivery post or local equivalent postal service which provides written evidence of delivery; or
   • in the case of a notice between parties whose respective addresses for service are in different countries, by courier provided that such courier obtains a signature on behalf of the recipient by way of (a) acknowledgment of receipt and (b) evidence of the date and time of receipt.
2. Such notice shall be deemed to have been given:
   • in the case of a notice sent by email, on the date when the email was sent.
   • in the case of a notice sent by post in accordance with clause 10.1(ii), forty-eight (48) hours after the date on which the registered or recorded delivery letter including such notice is posted; and
   • in the case of a notice which is delivered by courier in accordance with clause 10.1(iii), when it is delivered to the appropriate address, as evidenced by the signature referred to in clause 10.1 a. (iii).
3. Any notice to be given to Company under this clause 10 shall also be sent by the Company by registered post to contact details under clause 5 of the Agreement.

GENERAL

1. No failure, delay, or indulgence on the part of either Party in exercising any power or right conferred upon such Party pursuant to these Terms and Conditions shall operate as a waiver of such power or right. Further, no single or partial exercise of any such power or right shall preclude any other or further exercise thereof or the exercise of any other such power or right arising under these Terms and Conditions.
2. If any provision hereof shall be held by a court of competent jurisdiction to be invalid or void such provision shall be deleted and the remainder thereof shall remain in full force and effect, and the Parties shall substitute for the invalid or void provision a valid provision most closely approximating the economic effect and intent of the invalid or void provision.
3. The Referrer shall not assign the benefit or delegate its obligations under these Terms and Conditions (whether in whole or in part) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may at any time, assign or delegate its obligations under these Terms and Conditions.
4. These Terms Conditions and any documents expressly incorporated herein by reference comprise the entire terms between the Parties in relation to the matters referred to herein and supersede any previous terms, arrangement, communication, and negotiation (whether written or oral) between the Parties relating thereto. In entering into these Terms and Conditions, no Party may rely on any representation, warranty, collateral contract or other assurance (except those set out in these Terms and Conditions) made by or on behalf of the other Party on or before the Effective Date of this Terms and Conditions, and each of the Parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.
5. Nothing in these Terms and Conditions shall be interpreted or construed to create any relationship between the Parties other than that of independent contracting entities. Neither Party shall be authorised to obligate, bind, or act in the name of the other Party, except to the extent expressly authorised to do so in writing by the other Party. A person who is not a Party to these Terms and Conditions may not enforce any of its terms under extant laws.
6. Neither Party shall be liable or deemed in default for any delay or failure in performance hereunder resulting from any cause beyond its reasonable control, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible and provided further that the other Party may terminate this Terms if such condition continues for a period of sixty (60) days.
7. Both Parties confirm that they shall comply with all applicable laws with respect to the export and import of the Platform, including those of the countries in the applicable Territories, and with applicable embargoes/sanctions which any such jurisdiction may impose from time to time.

ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING

Each Party undertakes that it will not, and will procure that none of its officers, employees, subcontractors or other persons acting on their instructions or behalf will, in connection with these Terms and Conditions, engage in any activity, practice or conduct which would constitute an offence under Applicable Laws and agrees to comply and procure compliance with such laws.

The Referrer shall from time to time, at the request of the Company, provide any information reasonably requested by the Company to solely verify compliance with this clause 12, and will allow tge Company or its representatives to audit its records in connection therewith, subject to such audit being reasonable. The Referrer shall provide all reasonable cooperation and assistance in relation to any such audit including, without limitation:

1. all information requested by the Company or its representative within the permitted scope of the audit.
2. reasonable access to any premises of the Referrer; and
3. access to the Referrer’s employees, representatives or agents.

Breach of any of the undertakings in this clause shall be deemed to be a material breach of these Terms and Conditions and shall entitle either party to terminate these Terms and Conditions by written notice with immediate effect, without prejudice to any rights or remedies that have already accrued, or subsequently accrue, to the terminating party.

Each party warrants that none of its officers are government officials, police officers or civil servants in the territories covered by these Terms and Conditions.

The Referrer shall have in place measures / procedures that comply with applicable Anti-money Laundering (AML), Anti Bribery & Corruption (ABC) and Countering the Financing of Terrorism (CFT) Laws in its territory of operation.

The Referrer shall take the mandatory Company AML, ABC & CFT Test/certification on or before the expiration of one (1) month after onboarding or acceptance of these Terms and Conditions and/or the Agreement (whichever is earlier).

For the avoidance of doubt, the Referrer shall fully indemnify and absolve the Company from any liability arising from the Referrer’s breach of any AML, ABC and/or CFT Laws in the Territory of Operation.

GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Both Parties hereby submit to the exclusive jurisdiction of Nigerian courts.

If a dispute arises between the Parties in connection with the interpretation, implementation or operation of these Terms and Conditions or its subject matter or the validity of any document furnished by the Parties under these Terms and Conditions which cannot be resolved amicably by the Parties within a ten (10) day period from a formal notice of a dispute by either of the Parties, the Parties and their legal representatives will promptly meet to consider whether there is a possibility of resolution by mediation or conciliation.

If the Parties are unable to resolve their disputes after the ten (10) day period, the Parties shall refer the dispute to mediation at the Lagos State Multi Door Courthouse (LMDC) in accordance with the rules of the LMDC. If Parties do not agree to refer a dispute to mediation or conciliation under the Lagos State Multidoor Courthouse, the Parties shall refer the dispute to a court of competent jurisdiction.

The provisions of this clause:

• constitutes 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; and
• are severable from the rest of these Terms and Conditions and shall remain in effect despite the termination of or invalidity of these Terms and Conditions for any reason.
• This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the mediator or conciliator.
• The mediator or conciliator may, in any dispute in which any matter of a technical or financial nature is relevant, appoint an assessor having the requisite experience to assist the mediator or conciliator in the mediation. The assessor shall not have a vote in the report made by the mediator or conciliator but shall act as an advisor only.

INSURANCE

The Referrer shall at its expense cause to be taken out and maintain Insurance Policies required by Applicable Laws in the implementation of these Terms and Conditions. Such Insurance Policies to be taken by the Referrer shall be applicable to these Terms and Conditions.

The Referrer shall fully comply with the provisions of the Employees' Compensation Act, 2011 and the Pension Reform Act, 2014. The Referrer shall at the request of the Company promptly provide the Company with evidence of compliance with the laws aforesaid.

The Referrer shall make all reasonable efforts to effect such insurance or increase in insurance with an insurer within the Nigerian insurance market or a worldwide insurance company and on terms acceptable to the Company.

Insurance of the Company’s Property

The Referrer shall insure:

• against loss or damage to the Company’s property; or
• against liabilities arising out of the use of the Company’s property.
• arising as a result of the Referrer's omission, negligence, or breach of these Terms and Conditions.

The Referrer shall maintain in force the insurance policies referred to under this Clause for the duration of these Terms and Conditions and promptly notify the Company of any change in the insurance policies (including any material modification, cancellation or nonrenewal). The Referrer shall thereafter provide the Company, no later than 15 (fifteen) days after the expiration date of the cancelled, non-renewed or materially modified policy, written evidence by an insurance broker or policy that such policy has been replaced, renewed or modified with no lapse in coverage by another policy which meets the minimum insurance coverage.

The Referrer shall not vary or cancel any insurance policy without the prior written consent of the Company.

The Referrer shall always comply with the terms of its insurance policies, including paying all premiums, and in respect of any claim relating to these Terms and Conditions, notifying circumstances which might give rise to claims, and making claims, and shall not do or permit to be done anything which might render any insurance policy void or voidable or entitle the insurer to refuse to pay any claim or part of a claim.

Upon the Company's request, provide a copy of the relevant insurance certificate or such other documentation (including receipts or other evidence of premiums paid) as reasonably necessary to verify its compliance with this Clause.

In the event that the Referrer is entitled to make a claim under an insurance policy in connection with these Terms and Conditions, the Referrer shall:

• pursue the claim expeditiously and at its own cost.
• notify the Company of such claim; and
• keep the Company updated on the progress of such claim if requested by the Company in writing.

Payment of any deductible, self-insured retention, retention, or similar obligation is the sole expense obligation of the Referrer.

The Referrer hereby waives all rights of subrogation and recovery against the Company and its Affiliates.

A minimum of thirty (30) days’ cancellation notice period shall be provided for in the policies.

The Referrer shall ensure that the Company is noted as first loss payee on the policy.

NON-CIRCUMVENTION/PROHIBITION

In no event shall the Referrer (without the prior written consent of the Company, such written consent not to be unreasonably delayed or denied) perform services for third parties or engage third parties in a manner that:

involve issues adversely affecting the Company's business or position; or conflict with the Referrer's performance of the Service.

If the Referrer is not sure whether a particular service involves issues adversely affecting the Company's business or position, then the Referrer shall promptly notify the Company and seek its determination about whether rendering such service involves issues adversely affecting the Company's business or position, which determination shall be binding on the Referrer.

The Referrer shall not recruit, solicit, entice, assist, engage in or otherwise undertake (whether directly or indirectly) any activity with a view to recruiting any person then employed or under offer of employment by the Company or any of its affiliates/ associates/ group companies to join it in providing services to or becoming involved outside the Company , or to persuade such person to reject any offer of employment with the Company or to leave the Company; or induce ( whether directly or indirectly) any such person to breach their contract of employment/engagement with the Company or any of its affiliates/ associates/ group companies.

• Any breach of this provision shall entitle the Company to institute an action for damages accordingly. The Company shall also be entitled to seek out any other rights or remedies that may have at law or equity.
• Each of the covenants above will constitute a separate and independent covenant and will be construed as such if any one or more of such undertaking is held to be against public interest or unlawful or in any way unreasonably in restraint of trade, the remaining undertaking or undertakings shall continue in effect and will bind you. You acknowledge that each of the undertakings in this clause is reasonable and necessary for the proper protection of the Company’s business.

PUBLICITY

The Referrer shall not and shall ensure that none of its employees, agents’ representatives or subcontractors advertise, announce, or otherwise disclose the appointment of the Referrer or its subcontractors or any of the terms of this Terms and Conditions (save as may be required by law or may be necessary for the due performance of these Terms and Conditions) without the prior approval in writing of the Company.

All copies or materials relating to these Terms and Conditions which are intended for publication, training, marketing, translated materials, etc. in any form by the Referrer or any subcontractor must first be submitted in draft form to the Company for approval indicating the territories in which it will appear.

The Referrer shall always refer to the Company’s Brand Manual incorporated herein by reference.

SUB CONTRACTORS

The Referrer shall not subcontract all or any part of its obligations under these Terms and Conditions without the Company's prior written approval. The Referrer shall bind every sub-contractor to the terms of these Terms and Conditions. No approval shall relieve the Referrer of any of its obligations under these Terms and Conditions. The Referrer shall be responsible to the Company for the Services performed by its subcontractors to the same extent it is responsible for activities performed by the Referrer. No provision whatsoever of these Terms and Conditions shall be deemed to create a contractual relationship between the Company and the subcontractor, nor between Company and employees of the Referrer or subcontractor.

Where the Referrer requests to subcontract any part of its obligation under these Terms and Conditions, the Referrer shall provide the Company with the following information about the proposed subcontractor:

1. Name and address.
2. A copy of the proposed sub-contract.
3. The purposes for which the proposed subcontractor will be engaged, including the scope of any services to be provided by the proposed subcontractor; and
4. Confirmation that the subcontract requires the proposed subcontractor to comply with any relevant service levels.

Where the Referrer subcontracts any part of its obligations under these Terms and Conditions to a subcontractor, the Referrer shall promptly and without delay settle all the entitlements, including but not limited to the remuneration due to such subcontractor. The Referrer shall be liable for and hereby indemnifies the Company against any liability, loss, claim and/or proceedings whatsoever, arising under any statute or at common law or under any terms with its subcontractor as a result of the Referrer’s failure to perform its obligations under the subcontract with its subcontractor.

INDUCEMENT AND ANTI GRAF

Notwithstanding the provisions herein, for the purposes of this clause the meaning of the word “Gratification” shall include but not be limited to: money, donation, gift, loan, fee, reward, valuable security, property, or interest in property (property being property of any description, moveable or immovable, tangible, or intangible, real, or personal whether situated in Nigeria or elsewhere), promise of employment, contract of empowerment or services.

The Referrer shall not offer to give any person (“person” meaning the Company employees or third Parties) any gratification or consideration of any kind as an inducement or reward for doing or not doing or having done or omitting to do a favour or for a disfavour done to another in the discharge of official duty, duties or in relation to any matter connected with his/her job functions or relating to the business of the Company.

In the fulfilment of this clause, the Referrer owes a duty to the Company to report any person(s), who request for personally or through an agent, (agent meaning any person employed by or acting on behalf of another), accepts, receives, or obtains any property or benefit of any kind for himself or herself or for any other person, on account of a reward in any of the instances stipulated herein.

Any breach of the terms of this clause by the Referrer or by the Referrer’s employees, subcontractors, agents, or anyone acting on their instructions (whether with or without the knowledge of the Referrer) may entitle the Company to terminate the contract with Referrer forthwith. Termination shall be without prejudice to any other remedies available to the Company at law which may include criminal prosecution for corrupt practices

RIGHT OF AUDIT

The Referrer warrants to the Company that it has or shall upon the coming into effect of these Terms and Conditions engage an independent consultant with the necessary expertise to undertake a systems and compliance audit which shall be conducted on a yearly basis to ensure adequate controls, safeguards, security, and effective internal controls to protect the integrity of the information technology and related systems of the Company. A copy of the audit report shall be provided to the Company immediately upon conclusion of each audit.

The Referrer undertakes that the systems audit shall be carried out in accordance with the International Standard on Auditing (ISA) 402 – (Audit Considerations Relating to Entities Using Service Organizations) or such other similar internationally recognized systems auditing standard.

The Company reserves the right to appoint at any time an authorized representative/auditor to conduct a system and/or compliance audit of the Referrer (upon reasonable notice) as it may require in its absolute discretion notwithstanding that the Referrer has confirmed to the Company that it has conducted an audit. The Referrer undertakes to cooperate fully with and grant the Company’s representative full access to its operations and relevant documentation for the purpose of conducting the audit.

The Referrer shall establish and maintain a reasonable accounting system that enables the Company to readily identify the Referrer’s assets, expenses, costs of goods, and use of funds. The Company and its authorized representatives shall have the unrestricted right to audit, examine, and to make copies of, or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to these Terms and Conditions kept by or under the control of the Referrer, including, but not limited to those kept by the Referrer, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, deposit slips, bank statements, all paid vouchers including those for out‐of‐pocket expenses, other reimbursement supported by invoices, original estimates, written policies and procedures and other correspondence as well as KYC and other relevant documents relating to its clientele.

The Referrer undertakes to permit the Company to conduct such other audits of its operations and processes as may be applicable or relevant to the performance of the Referrer’s obligations under these Terms and Conditions. Such further audits shall be carried out under terms to be decided upon by the Company at its sole discretion.

Provided:

• That the provisions of the Clause are limited solely to these Terms and Conditions; and
• The Referrer may make specific requests to Company for the exclusion of any information with respect to which the Referrer has been placed under a written obligation of confidentiality.

PREAMBLE:

The Parties have entered the Terms and Conditions which may result in a Party (“Controller”) transferring a Data Subject’s Personal Data to the other Party (“Processor”) to enable the effective performance of the Service, the effective performance of an underlying obligation between the Data Subject and the Controller or Processor or for any other purpose permitted under the Data Protection Laws.

This Data Processing Annex complements the Terms and Conditions and shall not amend any aspect of the Service, besides the handling and processing of the Data Subject’s Personal Data.

The Parties agree to the terms of this Data Processing Annex to ensure the protection and security of any Personal Data transferred from either party acting as Controller to the other party acting as Processor, in accordance with the Data Protection Laws.

DEFINITIONS AND INTERPRETATION

"Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.

“Business Days" means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Lagos, Nigeria.

"Control" means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term "Controlled" shall be construed accordingly.

“Data” means the quantities, characters, or symbols on which operations are performed by a computer, which may be stored and transmitted in the form of electrical signals and recorded on magnetic, optical, or mechanical recording media.

"Data Protection Laws" means all data protection laws and regulations applicable to a Party's processing of Personal Data under the Terms, including the Nigeria Data Protection Regulation, 2019 or any modification or amendment thereof.

“Data Subject” means a natural person who can be identified directly or indirectly by reference to the Personal Data collected by the Parties.

“PCI Standards” means the information security standards administered by the Payment Card Industry Security Standards Council.

"Personal Data" means any information relating to a Data Subject and containing an identifier such as a name, an identification number, location data, photo, email address, bank details, posts on social networking websites, medical information, and other unique identifier such as but not limited to Media Access Control (MAC) address, Internet Protocol (IP) address, International Mobile Equipment Identity (IMEI) number, International Mobile Subscriber Identity (IMSI) number, Subscriber Identification Module (SIM). Personal Data shall include any online identifier or any one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that Data Subject.

“Processing and Process" either mean any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing or process. It includes any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organising, structuring, storing, adapting or altering, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, Processing also includes transferring Personal Data to third parties.

"Security Incident" means any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorised disclosure of or access to, Personal Data transmitted, stored, or otherwise processed.

“Security Measures” means processes adopted by each Party to protect its Data. Such measures include but not limited to protecting systems from hackers, cyberattacks, viral attack, data theft, damage by rain, fire, or exposure to other natural elements. These measures also include setting up firewalls, storing data securely with access to specific authorised individuals, employing data encryption technologies, developing organisational policy for handling personal data (and other sensitive or confidential data), protection of email systems and continuous capacity building for staff.

"Sensitive Data" means (a) passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the masked (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; or (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws; and

"Sub-processor" means any processor engaged by a Processor or its Affiliates to assist in fulfilling its obligations with respect to providing the Service according to the Terms and Conditions or this Data Processing Annex. Sub-processors may include third parties or Affiliates of the Processor but shall exclude the Processor’s employees or consultants.

ROLES AND RESPONSIBILITIES

SUB-PROCESSING

Controller agrees that the Processor may engage Sub-processors to process Personal Data on Controller's behalf.

Processor shall notify Controller of any engagement or disengagement of a Sub-processor.

Processor shall:

1. enter a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Controller’s Data as those in these Terms and Conditions; and
2. remain responsible for the Sub-processor’s compliance with the obligations of this Data Processing Annex and for the acts or omissions of such Sub-processor that cause Processor to breach any of its obligations under this Data Processing Annex.

SECURITY REPORTS AND AUDITS

Clauses 4.1 and 4.2 shall apply to Processors that are annually audited against PCI Standards and clauses 4.3 and 4.4 shall apply to Processors that are not annually audited against PCI Standards.

Processor shall supply (on a confidential basis) a copy of its annual attestation of compliance and certificate of compliance ("Reports") to Controller within five (5) Business Days of Controller’s written request, to enable Controller verify Processor's compliance with the audit standards against which it has been assessed and this Data Processing Annex.

In addition to the Reports, Processor shall respond to all reasonable requests for information made by Controller to confirm Processor's compliance with this Data Processing Annex, including responses to information security, due diligence, and audit questionnaires, by making additional information available regarding its information security program upon Controller’s written request, if Controller shall not exercise this right more than once per calendar year.

Where the Processor is not audited against PCI standards, the Processor shall allow for audit inspections by Controller or Controller’s nominated consultant to assess compliance with this Data Processing Annex and Data Protection Laws. Processor shall also make available to Controller all information reasonably necessary to demonstrate compliance with this Data Processing Annex and the Data Protection Laws.

In addition to the audit inspections, Processor, shall respond to all reasonable requests for information made by Controller or Controller’s consultant to confirm Processor's compliance with the provisions of this Data Processing Annex, including responses to information security, due diligence, and audit questionnaires, by making additional information available regarding its information security program upon Controller’s or Controller’s consultant written request.

INTERNATIONAL TRANSFERS

Controller acknowledges that Processor may transfer and process Personal Data outside of Nigeria where Processor, its Affiliates or its Sub-processors maintain data processing operations. Processor shall always ensure that such transfers are made in compliance with the requirements of Data Protection Laws.

RETURN OR DELETION OF DATA

Upon termination or expiration of the Terms, Processor shall (at Controller's election) delete or return to Controller all Personal Data (including copies) in its possession or control, except that this requirement shall not apply to the extent Processor is required by applicable law to retain some or all of the Personal Data, or the Personal Data is archived on back-up systems, which Personal Data Processor shall securely isolate, protect from any further processing and eventually delete in accordance with Processor's deletion policies, except to the extent required by applicable laws.

DATA SUBJECT RIGHTS AND COOPERATION

Processor shall, considering the nature of the processing, provide reasonable additional assistance to Controller to the extent possible to enable Controller to comply with its data protection obligations with respect to a Data Subject’s rights under Data Protection Laws.

If any request is made by a Data Subject to Processor directly, Processor shall not respond to such communication directly except as appropriate (for example, to direct the Data Subject to contact Controller) without Controller's prior authorisation except as legally required.

If Processor is required to respond to a request made under clause 7.2, Processor shall promptly notify Controller and provide Controller with a copy of the request unless Processor is legally prohibited from doing so. For the avoidance of doubt, nothing in this Data Processing Annex shall restrict or prevent Processor from responding to any Data Subject or data protection authority requests concerning Personal Data for which Processor is a controller.

If a law enforcement agency sends Processor a demand for Personal Data (for example, through a subpoena or court order), Processor shall attempt to redirect the law enforcement agency to request that Data directly from Controller. As part of this effort, Processor may provide Controller's contact information to the law enforcement agency. If compelled to disclose Personal Data to a law enforcement agency, then Processor shall give Controller reasonable notice of the demand to allow Controller to seek a protective order or other appropriate remedies, unless Processor is legally prohibited from doing so.

INDEMNIFICATION

The Processor agrees to indemnify, keep indemnified and defend at its own expense the Controller against all costs, claims, damages, or expenses incurred by the Controller or for which the Controller may become liable due to any failure by the Processor or its employees, subcontractors, or agents to comply with any of its obligations under this Data Processing Annex or the Data Protection Legislation.

Any limitation of liability provision outlined in the Terms and Conditions shall apply to the indemnity or reimbursement obligations in this Data Processing Annex.

RELATIONSHIP WITH THE TERMS

This Data Processing Annex shall remain in effect for as long as Processor carries out Personal Data processing operations on behalf of Controller pursuant to the Terms and Conditions or until termination of the Terms and Conditions (and all Controller Data has been returned or deleted per clause 6 above)

The Parties agree that the provisions of this Data Processing Annex shall replace any existing data processing agreement or similar document that the Parties may have previously entered in connection with the Service.

Except for any changes made by this Data Processing Annex, the Terms and Conditions remain unchanged and in full force and effect.

Notwithstanding anything to the contrary in the Terms and Conditions and this Data Processing Annex, Processor shall have a right to collect, use and disclose Data for its legitimate business purposes, such as: (i) for accounting, tax, billing, audit, and compliance purposes; (ii) to provide, develop, optimize and maintain the Service; (iii) to investigate fraud, spam, wrongful or unlawful use of the Service; and (iv) as required by applicable laws.

No one other than a party to the Terms and Conditions, its successors and permitted assignees shall have any right to enforce any of the terms of this Data Processing Annex.

GOVERNING LAW & DISPUTE RESOLUTION

This Data Processing Annex shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Any dispute between the Parties in connection with the interpretation, implementation or operation of the Data Processing Annex or the validity of any document furnished by the Parties shall be resolved in accordance with the dispute resolution provision in the Terms and Conditions.

SEVERABILITY

In the event any provision or part of this Data Processing Annex is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Data Processing Annex, will be inoperative.

NOTICES

The provisions relating to notices under the Terms and Conditions shall apply.