Agent Agreement

26th October 2020

The INDEPENDENT RETAIL AGENT agreement (“Agreement”) is made and effective this 26th of Nov of 2020 BETWEEN

PAYCOM NIGERIA LIMITED, a company registered in Nigeria and having its registered office at Alexander House, Otunba Jobi Fele Way, Ikeja. Lagos, Nigeria. (hereinafter referred to as “OPAY” which expression shall where the context so admits include its successors in title and assigns)

AND

a Company registered in Nigeria and having its registered office


AT

(herein after referred to as the “Agent”, which expression shall where the context so admits include its successors in title and assigns)

OPay and AGENT may be hereinafter collectively referred to as “Parties” and individually as “the Party”.

WHEREAS

  1. OPay operates a payment platform known as OPay.
  2. The Agent has requested to act as an independent retail agent of OPay´s payment service platform with the non-exclusive right to promote the OPay products and services to customers.
  3. OPay has now decided by this agreement to appoint the Agent non-exclusively for the promotion and sale of OPay and the Agent has agreed to accept the appointment with the understanding that the Agent will receive a commission for its promotion and sale of OPay as set out hereof.
  4. The Agent is in full compliance with the Mobile Money Guidelines as well as the regulations regarding the agent banking and agent banking relationships applicable in Nigeria.

THE PARTIES ARE AGREED AS FOLLOWS:


  1. The Agent is hereby appointed as an agent for the sale of the OPay products and services within the territory of the Federal Republic of Nigeria (hereinafter referred to as “Territory”) with the intent that the Agent shall be entitled to its commission in respect of every product and service sold within theTerritory.
  2. This Agreement shall commence on the date of signature and continue until terminated.
  3. The Agent shall assist customers to perform OPay transactions, including but not limited to the following:
    1. Signing up for a new account.
    2. Depositing/cash into an existing account.
    3. Withdrawal/ cash out from an existing account.
    4. Sending cash to another party; processing bill payments.
    5. Purchasing mobile phone airtime for self or to third parties
    6. Any other transaction that may be integrated on the OPay platform from time to time.
  4. In performing the services stated in clause 3 above, the Agent agrees not to charge customers any fee in variance with the OPay transaction pricing policy approved and provided by OPay. The Agent agrees to strictly abide by the OPay product pricing policy and commission schedule defined and published by OPay from time to time. This pricing policy will be publicly available and consistent across the OPay operating network. The Agent shall, clearly display the charges of the OPay products.
  5. The Agent shall complete all the registration processes of each of the OPay customers, and the commission set out in clause 21. below shall be calculated considering the completed transactions and registrations, in the understanding that in the event the registration or transaction process is not completed the Agent shall not receive commission for the said operation.
  6. The Agent shall comply with the Know Your Client (“KYC”) policies and applicable regulations as may be the case and shall keep complete files of every transaction and registration performed by the Agent. As per this clause, the Agent herein obliges himself to deliver, upon notice, to OPay the complete files as set above. If the Agent fails to do so, OPay can terminate this agreement without previous notice and the Agent shall be held liable for any action that may derived herein.
  7. The Agent shall comply with the Anti-Money Laundry (“AML”) policies and applicable regulations as the case may be. If the Agent fails to comply with this clause, OPay can terminate this agreement without previous notice and the Agent shall be held liable for any action that may derived herein.
  8. Agents shall not have any informal or secret dealings with any Opay staff for the purpose of any form of profit sharing arrangement. If any Agent is found to be dealing personally with any Opay staff, the Agent’s account shall be suspended with immediate effect and Opay shall reserve the right to determine whether or not to terminate this agreement.
  9. The Agent shall at its sole cost and expense obtain all permits and licenses necessary in connection with its performance of this Agreement, and will comply with the Guidelines on Mobile Money Services applicable in Nigeria and/or all applicable laws, rules and regulations in the performance of this Agreement.
  10. The Agent agrees to devote its best efforts to market and promote the use of OPay by customers within the Territory and to conform to the best practice in the industry or as may be mutually agreed by the parties.
  11. The Agent shall not use the OPay logo, OPay or OPay trademark, or any other trademark of OPay in a manner or format other than as provided by OPay. The Agent acknowledges that the OPay and OPay logo, trademarks etc. are the sole property of OPay and the Agent does not by reason of this agreement acquire any right to the same.
  12. The Agent agrees that any breach of the policy by the Agent will result in sanctions and could lead to termination of this Agreement.
  13. OPay reserves the right to review the transaction pricing policy from time to time and may revise the terms seven (7) days’ prior notice to the Agent.
  14. The Agent agree that accepting this Agreement, it is bound by the product pricing policy, AML and KYC policies as well as the commission schedule as well as any future revisions or amendments of same.
  15. By executing this agreement, the Agent warrant that you have read and understood how your data would be managed in line with Opay Privacy Policy and you signify your agreement to OPay Privacy Policy. OPay reserves the right to change or amend this Privacy Policy at any time. If we make any material changes to this Privacy Policy, the revised Policy will be posted on the website and application.
  16. The Agent shall upon payment of a registration or signup fee have a minimum of one OPay agent account and assigned to it by OPay which shall correspond to any money deposited into the Agent’s account.
  17. The Agent shall upon deposit of an agreed sum with any OPay designated banks, receive an equivalent e-float (electronic value) loaded into its OPay Agent account on OPay. All transactions performed by the OPay Agent will be credited or debited, as appropriate, from the balance in their associated OPay Agent account. All monies deposited by the OPay Agent into the OPay system (including commissions or fees earned) remains the property of the OPay Agent and will be available for withdrawal (less any pending charges) in full should the OPay Agent choose to do so.
  18. OPay shall maintain an accurate accounting of transactions on the Agent’s account which records will be available to the Agent upon demand.
  19. The Agent agrees that:
    1. All the transactions shall be in accordance with the OPay system and recording procedures.
    2. All transactions for which the Agent accepts cash from customers will result in a debit of equivalent e-float from the Agent’s OPay agent account.
    3. All transactions for which the Agent gives out cash to customers will result in a debit of equivalent e-float into the Agent’s OPay agent account.
    4. All monies owed by OPay to the Agent will be credited into the Agent’s OPay agent account.
    5. Where possible, monies owed by the Agent to OPay will be debited from the Agent’s OPay Agent account. Otherwise, OPay shall require use of another convenient method of payment by the OPay Agent.
    6. All chargebacks which satisfactory evidence are not provided by the Agents will be debited from the Agents OPay wallet or OPay Account.
  20. The Agent, during the term of this agreement shall receive a commission from the promotion and sale of the product at the end of every month in accordance with the agreed Commissions schedules, provided that OPay reserves the right to withhold payment to the Agent if the Agent breaches the terms of this Agreement.
  21. The Agent shall receive a commission of 5% (Five percent) of the net revenue of total transactions of the agents which were introduced to OPay on a monthly basis. The commission shall be paid to the Agent within the 30 (thirty) days following the end of the month from which the commissions are calculated.
  22. The Agent acknowledges that it shall be subject to inspection of the entirety of its operations by representatives of OPay at any time and shall, on demand by the OPay representatives, access to and the right to examine the financial books of accounts and vouchers of the Agent in order to ascertain whether the business of Agent is being conducted in a professional manner.
  23. Confidential Information means non-public information that a OPay or its affiliates (“disclosing Party”) discloses to the Agent which is designated as being ‘proprietary’ or ‘confidential’ or which by its nature or the circumstances reasonably ought to be treated as confidential. Confidential Information includes OPay’s software and prototypes and information relating to OPay’s business affairs, including business methods, marketing strategies, pricing, competitor information, product development strategies, and financial results. Confidential Information does not include information which (a) is known by the Agent, free of any obligation to keep it confidential; (b) is at the time of disclosure, or thereafter becomes, publicly available through no wrongful act of the Agent; (c) is independently developed by the Agent, without relying on or referring to the Confidential Information of OPay; or (d) is approved for release by prior written authorization of OPay.
  24. The Agent shall not disclose OPay’s Confidential Information to any third party or use Confidential Information for any purpose other than for the proper fulfillment of this Agreement. The Agent undertakes to safeguard the Confidential Information of OPay with the same degree of care as it would apply to its own Confidential Information and, in any case, with no less than reasonable care. Such obligations will survive the expiration of this Agreement for a period of five (5) years.
  25. The agency created by this agreement may be mutually terminated by either party by written notice of at least three (3) months mailed or delivered to the last known address of the other party return receipt acknowledged. In addition, OPay may terminate this Agreement without notification if, in its sole judgment, OPay’s reputation or public safety is affected in an adverse manner by actions of the Agent.
  26. The Agent agrees to indemnify and hold OPay harmless for any loss, claim, damage, or liability of any kind, to the extent caused by the negligence or wilful misconduct of the Agent or its affiliates, employees and associates, arising out of actions by the Agent, or any party acting on its behalf or under its authorization, in performance of its activities under this Agreement.
  27. The Agent’s relation to OPay under this Agreement is that of an independent agent. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between OPay and Agent. The Agent will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving OPay, that is inconsistent with the Agent being an independent agent (and not an employee) of OPay. The Agent is not the agent of OPay and is not authorized and must not represent to any third party that Agent is authorized, to make any commitment or otherwise act on behalf of OPay.
  28. This Agreement constitutes the entire understanding of the parties hereto and the failure of either Party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provision or of the right of such Party thereafter to enforce each and every such provision of this Agreement
  29. If any dispute, claim, controversy or difference of any kind whatsoever shall arise between the parties in connection with or arising out of this Agreement, or breach thereof (the “Dispute”), the Parties shall endeavor to resolve such Dispute by way of discussions and negotiations in the first instance within twenty (20) days from the date upon which one Party has given written notice of the Dispute to the other Party, by discussions between or among the parties (“Discussion Period”). If the Dispute cannot be settled within the Discussion Period, then the matter may be referred to arbitration in accordance with section below, unless the Parties otherwise agree in writing.

    Any Dispute between the Parties hereto arising out of or in connection with the terms of this Agreement shall be referred to arbitration to be conducted pursuant to Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”).

    The arbitration committee shall consist of three (3) arbitrators. Each Party shall appoint one arbitrator within five (5) days of notice to commence arbitral proceedings and the two arbitrators shall appoint the third arbitrator. If either Party does not appoint its own arbitrator such arbitrator shall be appointed in accordance with the ICC Rules. The seat of the arbitration shall be [Lagos, Nigeria] and the language of any arbitration shall be English.

    This shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrators.

I have read and understood the terms and conditions and wish to open an Agent account with OPay.


IN WITNESS WHEREOF the parties have caused their common seal to be hereunto affixed the day and year first above written.




THE COMMON SEAL of the within-named

Paycom Nigeria Limited

Was hereunto affixed

In the presence of:

Name:

Date:



Authorized Signatory & Date

THE COMMON SEAL of the within-named

 

Was hereunto affixed

In the presence of:

Name:

Date:



Authorized Signatory & Date