THE AGENT HEREBY AGREED as follows:
- UNDERTAKINGS BY THE AGENT
The Agent undertakes that the POS terminals given to him/her/it by ANL is for the purpose of Agent Banking business and the POS terminals remain properties of ANL and not my property. The Agent understands that the
N20,000 paid is a non-refundable one-time registration fee and not a POS purchase funds; He/she/it must carry out minimum of N200,000 transaction per day; He/she/it fails to meet the agreed transaction thresholds, or whenever the POS terminal has been inactive for a period of three (3) months, ANL is fully authorized to retrieve the POS terminals from the Agent and reassign the terminals for more productive purposes; Himself/herself/itself available to undergo training and accreditation as may be determined by the Super-Agent. Perform the Agent Banking Services with reasonable care, due diligence, and skill and in accordance with the standards and procedures required of a reasonable and prudent businessman; however, partial performance shall not constitute the provision of Services.
- ROLES AND RESPONSIBILITIES OF THE AGENT.
The Agent shall:
Render the Agent Banking Services at his/her/it’s registered business address/Service Location disclosed to and approved by the Super-Agent. Any intended change of business location by the Sole-Agent must first be communicated and approved by the Super-Agent. Violation of this provision amounts to a fundamental breach which entitles the Super-Agent to terminate the Agreement; Comply with the AML/CFT and KYC procedures, processes, documentation, and rules as specified in the Guidelines and as advised by the Super-Agent; Keep accurate records of all transaction support documents including but not limited to sales, funds transfer, deposits, withdrawal, books of accounts and statements of all the operations and expenses in connection with this Agreement, in such form as stipulated by the Super-Agent and deliver the transaction support documents to the Super-Agent; Provide the Super-Agent with updates of any change in his/her/it’s information within seven (7) days of any change thereof; Acknowledges that all information, documents, and data that the Agent supplied in respect of the Agent Banking Services from any source whatsoever shall remain the property of the Super-Agent and such information shall be kept confidential. The Agent shall always ensure safe keeping of all relevant records, data, documents, or files. Such records, data, documents, and files shall be transferred to the Super-Agent at the Super Agent’s request; Ensure customers are identified with at least any of the following: IDs, PINs, passwords, payment card, secret code or secret message while performing any transaction requiring identification; Report to the Super-Agent within twenty-four (24) hours, all suspicious activities that come to the Agent’s knowledge; Within 24 hours of a complaint from a Customer, lodge or forward the complaint to the Super-Agent; Enter all transactions carried out in a logbook and Issue receipts or acknowledgement thereof to Customers; Keep and maintain financial records of all transactions processed for a period of at least 7(seven) years following the date of each transaction; within 7(seven) business days of receipt of a written request, the Agent shall provide to the Super-Agent any copy of extract from such records as the Super-Agent may reasonably require; Open and maintain a trading account for the purpose of providing Agent Banking Services under this Agreement.
- AGENT’S WARRANTIES:
The Agent warrants as follows:
That he/she/it has not been classified as a non-performing borrower by any financial institution in the last twelve months preceding the date of the signing of this Agreement; He/she/it has not furnished the Super-Agent with any false, inaccurate, incorrect, or misleading information in relation to the Agency relationship; Will not continue with the Agent Banking Services once it is convicted of a crime involving fraud, dishonesty, or any other financial impropriety.
Except as otherwise provided in this clause, the terms and conditions of this Agreement, all data, reports, records, and other information of any kind whatsoever developed or acquired by any Party in connection with this Agreement (‟the Confidential information‟) shall be treated as confidential. The Agent shall not reveal or otherwise disclose such confidential information to any third party without the prior written consent of the Super-Agent.
- RELOCATION, TRANSFER AND CLOSURE OF AGENT PREMISES
The Agent shall not relocate, transfer, or close its premises without the prior written notice to the Super-Agent. Notice of intention to relocate, transfer or close Agent’s premises shall be served on the Super-Agent at least thirty days or such other period as may be advised by the Super-Agent.
- LIMITATION OF LIABILITY
The Super-Agent shall not be liable for any damage, loss, liability, or expense suffered or incurred by the Agent in connection with the provision of Agent Banking Services, unless the relevant damage, loss, liability, or expense was caused by breach of contract, willful misconduct or gross negligence by the Super-Agent or its employees or authorized personnel. In this regard the Agent shall mitigate its damages as required by law. The Super-Agent shall not be liable to the Agent for any indirect or consequential loss or damage, including without limitation, loss of profit, revenue, anticipated savings, business transactions or goodwill or other contracts whether arising from negligence, breach of contract or howsoever arising.
This Agreement shall commence on the Signature Date and shall continue to be in force for two years until terminated in accordance with terms and provisions of this Agreement. Renewal of this agreement shall be biennial and subject to the satisfactory performance of the Agent. Any further term to be granted under this Agreement shall be subject to the Parties‟ mutual agreement.
- BREACH AND TERMINATION
The Sub- Agent shall be in default if he/she/it:
Commits a material breach of any provision of this Agreement and fails to remedy such breach within 30(thirty) days following a written notice to do so by the other party. Any document, information, representation, and data provided based on which this Agreement has been entered into is found to be incorrect, misleading, or false. If a Party is in Default, the aggrieved Party shall be entitled to terminate this Agreement upon giving thirty (30) days prior written notice in addition to all other remedies it may be entitled in law. Notwithstanding anything stated herein, a Party may without prejudice to any other rights therein, at any time and by giving written notice, forthwith terminate the Agreement if: The Party has any reason to believe that the other Party or anyone employed by him/her/it or acting on his/her/its behalf, whether with or without the Party’s knowledge, engage in a fraudulent practice in connection with this Agreement. The Super-Agent shall be entitled to terminate the Agreement in addition to whatever other rights which it has at law) with immediate effect on grounds of gross misconduct, fraud or forgery committed by the Super-Agent without notice and liability for compensation or damages on the happening of any of the following events:
The Agent fails to comply with any of its express or implied obligations under this Agreement; Fails to perform its duties under this Agreement to Super-Agent’s reasonable satisfaction; Is guilty of any misconduct or willful neglect in the discharge of its duties under this Agreement; Is guilty of any act which brings the Super-Agent into disrepute or which in the Super Agent’s reasonable opinion is prejudicial to its interest; The Agent’s services are no longer required by the Super-Agent. Notwithstanding any other provision contained in this Agreement, if the Super-Agent fails to provide the Agent Banking Services as agreed, then the Super-Agent shall be permitted to terminate this Agreement forthwith and claim damages or loss suffered in lieu of such failure.
The Agent hereby indemnifies and agrees to hold the Super-Agent free and harmless from and against all claims, losses, damages, costs, liabilities, and expenses including legal fees arising from, suffered, or incurred by the Super-Agent in relation to this Agreement by reason of a breach of this Agreement by the Agent or any fraudulent or negligent acts or omissions on the part of the Agent in performing the Agent Banking Services.
- GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in all aspects in accordance with the laws of the Federal Republic and Parties hereto undertake to comply with all laws and regulations as may be applicable to the performance of its obligations under this Agreement. Any dispute, difference, question, or conflict arising out of or in connection with this Agreement or howsoever between the parties hereto including questions as to the validity or otherwise of this Agreement shall be amicably resolved between the parties within a period of ten (10) business days. Failing Agreement, it shall be referred to arbitration by a three arbitrator, with two appointed by the Parties and the third arbitrator appointed by the consensus of the Parties hereto or failing such consensus, by the Chairman of the Chartered Institute of Arbitration (UK) Nigeria branch. The arbitral proceedings shall be conducted in English in the place of arbitration shall be Lagos State and in accordance with the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004. The existence of arbitration proceedings during the performance of this Agreement shall not suspend the obligations of the Parties as contained herein. Both Parties agree to keep the contents of the arbitration proceedings strictly confidential. The decision of the Arbitrator and award granted shall be final.The right to arbitrate disputes or claims under this Agreement shall survive its termination. Each Party shall bear its own costs, expenses, and fees (and jointly share the settlement of the fees payable to the arbitrator) incurred in connection with the conduct of the arbitration proceedings. The arbitrator shall have a maximum of forty-five (45) Business Days after his appointment to settle the dispute unless the Parties consent to an extension thereof.