TERMS AND CONDITIONS OF ALLOCATION
The Point of Sale (POS) Terminal Use- Terms and Conditions (T&C) represent the legal responsibilities of the Agent to Sophia Company Enterprises Limited (SCEL) and Interswitch Financial Inclusion Services Limited (IFIS). The content is binding and is not subject to any varying terms or conditions, unless as provided by IFIS subsequently upon due notice to the Agent.
SCEL/IFIS grants to the Agent, a non-exclusive, non-transferable, non-assignable right to use the POS terminal for the sole purpose of performing Cash Out transaction and other transaction types approved from time to time by SCEL/IFIS and communicated to the Agent in writing, and the Agent agrees to abide by the terms and conditions as stated in this document.Agent must not sub-license, sub-let, sell, transfer, or assign Agent’s right to use the POS. Agent will utilize the POS terminal solely at the registered location indicated in the Agent Registration Form submitted to SCEL/IFIS, at the time of on boarding as an agent (Agent Form).Agent shall not allow any third party to have access to and/or perform transactions on the POS terminal without SCEL/IFIS’s prior written consent.Agent shall not alter, reconfigure, re-programme, and download any other software on the POS terminal without SCEL/IFIS prior written consent.
AGENT RESPONSIBILITIES AND UNDERTAKINGS
The Agentshall:Accept all payment card brands communicated by SCEL/IFIS from time to time.Not accept a Payment Card if: The Payment Card is expired;Notification of loss, missing, stolen or damage has been made publicly available to the Agent of the electronic payment instrument; and/orThe Cardholder refuses to present a document confirming his/her identity to match the payment card presented at the time of processing a transaction at the agent locationDisplay the POS terminal conspicuously enough for the Cardholder to observe the amount entered into the POS before the Cardholder enters his/her Personal Identification Number (PIN) to confirm and authorize the transaction.Notify SCEL/IFIS immediately via email, telephone or support portal if the POS terminal is damaged or stolen.Bear the cost of any lost or damaged POS terminal.Allow SCEL/IFIS and/or its authorised representatives to have access to the terminal for routine support, repair and or replacement.
Ensure that the POS terminal in his/her custody is not used for fraudulent activities and shall be held liable for any fraudulent transaction processed on the POS with any card arising from its negligence or connivance. Under no circumstance shall agent not pay the organization commission/fee due to it,and from time to time rate shall be communicated to agent by SCEL.Ensure that the POS terminal is properly maintained and secured against damages and theft at all times.Not tamper with the hardware or any application loaded on the POS terminal.Not move, transfer the POS terminal from the location it was deployed to and as stated in the Agent Form , without prior written approval of SCEL/IFIS.Where the POS terminal is damaged beyond repair bear the full cost of replacement. Ensure that its premises is clean and conducive for business at all timesEnsure KYC document (e.g. National Identification Card, Driving License, Voter’s card or International Passport) is sighted from customers prior to performing the transaction on their behalf. The name & photo ID must match that the name on the payment card presented.Maintain a log book where records of all transactions done on the POS terminal is kept (customer name, ID presented, amount, mobile number) for not less than 120 days from the date of the transactionWhere possible, install a CCTV camera at the Agent Location.Check card security features prior to completing any transaction. Such check shall include but not be limited to comparing card number on the card with the card number on the POS receipt or voucher.Compare the card number and name on the card with the number printed by the POS terminal. If the number differs the Agent shall contact SCEL/IFIS for instructions.Under no circumstance ask the Cardholder to disclose his/her Personal Identification Number (PIN).Not capture, by any means possible, Cardholder Payment Card details including but not limited to Primary Account Number (PAN) or Card Number, Personal Identification Number (PIN), Card Verification Value (CVV) and/or the expiry date At its own cost be solely responsible throughout the duration of this agreement for the provision of consumables (paper roll), data, SIM etc which are required to enable the agent utilize the POS terminal.Observe and comply with all security measures and instructions prescribed by SCEL/IFIS or by the industry regulator in respect of any card transactions or customer (cardholder) payment instruction.Promptly notify SCEL/IFIS of any security breach, misuse, irregularity, suspected fraudulent transaction, account numbers or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of Agent’s POS terminalMeet the set monthly targets as contained in appendix 2 hereto.Pay the equivalent cost of the POS terminal (N100, 000), or have the terminal withdrawn in event it consistently does not meet the set monthly targets in appendix 2 below.
SERVICES FEES AND CHARGES
Transaction fees & Commission will be as determined and communicated by SCEL/IFIS from time to time.These fees are subject to change by SCEL/IFIS without recourse to the Agent.The total transaction fees will be borne by the agent at the agent location for the Cash out.A transaction threshold will be decided by the agent at the signing up as indicated in the Agent Signup Form.
SETTLEMENT OF TRANSACTION FUNDS
The Cashout transaction value and the share of the agent’s commission shall impact the agent’s account in real time.The report of the transaction shall be provided to the agent within the SCEL/IFIS Application.INDEMNITYAgent shall indemnify and hold SCEL/IFIS indemnified from and against all actions, proceedings, costs, claims, demands, charges, expenses (including legal expenses), liabilities, fines, levies, losses and damages, whether arising in tort, contract or common law, which SCEL/IFIS may suffer or incur to the extent arising out of or in consequence of the act and/or omission of the Agent.
UNDERTAKINGS OF SCEL/IFIS
Limitations on Warranties: To the fullest extent permitted by law, except as expressly set out in this Terms and Condition, SCEL/IFIS excludes all warranties, conditions, terms, representations or undertakings whether express, implied, statutory or otherwise, including without limitation any condition or warranty of merchantability or fitness for a particular purpose.SCEL/IFIS shall not be liable for any special, indirect, Incidental, punitive, or consequential damages, including loss of profits, arising from or related to a breach of this T&C or the operation or use of POS, including such damages, without limitation, as damages arising from loss of revenue or profits, failure to realize savings or other benefits, damage to equipment, and claims against Agent by any third party, even if SCEL/IFIS has been advised of the possibility of such damages.In no event shall SCEL/IFIS be liable to the Agent in excess of the transaction fees (commission) that has accrued to IFIS from transactions performed on the specific POS terminal emanating by virtue of this T&C, in the month immediately preceding the date the first such claim arises. No liability shall be raised against SCEL/IFIS more than One (1) year after the accrual of the cause of such liability therefore, it is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of SCEL/IFIS.The limit of Liability applies irrespective of the number of claims. SCEL/IFIS shall not be liable for any loss which occurs during a routine maintenance of its Platform, of which it has given the Agent notice of. SCEL/IFIS will not be liable for the actions or inactions of any third party not acting on the instructions of SCEL/IFIS; neither will IFIS be liable for the actions or inactions not directly traceable to it.
SCEL/IFIS shall only be involved in any if such dispute specifically relates to transactionprocessed on the POS.The records of SCEL/IFIS as it pertains to transaction processed will be final and used in resolving the disputeSCEL/IFIS will use its best endeavors to contact the issuing or acquiring bank(s) to assist in providing any relevant information to aid in resolving matters relating to transaction processed on the POS terminal.
GOVERNING LAW AND DISPUTE RESOLUTION
If a dispute arises between the Parties in connection with the interpretation, implementation or operation of this T&C or its subject matter or the validity of any document furnished by the Parties under this T&C which cannot be resolved amicably by the Parties within 10 days of notice of the 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 do not agree to refer a dispute to mediation or conciliation under the Lagos State Multidoor Court House, the Parties shall refer the dispute to a court of competent jurisdiction.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 there from or claim at any such proceedings that it is not bound by those provisions; andAre severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity of this Agreement for any reason.This clause shall not preclude SCEL/IFIS 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 process. The assessor shall not have a vote in the award made by the mediator or conciliator but shall act as an advisor only.
This T & C shall remain effective until terminated in accordance with the provisions of this T&C.Either SCEL/IFIS or the Agent may elect to terminate this T&C by giving one (1) month’s prior notice in writing of its intention to do so.SCEL/IFIS shall be entitled to immediately suspend the provision of this T&C and by effect this agreement at any time with immediate effect by notice to Agent if:Agent is in material breach of any of the provisions herein;Agent doesn’t meet consistently the agreed monthly target (value & volume) set and agreed consecutively for 1months or the discretion of the company The POS shows an inactive status or zero transactions consecutively for a 2 months periodAgent fails to pay any amount that falls due under thisT&C;SCEL/IFIS considers (in its absolute discretion) that the total value of refunds and/or chargebacks is unreasonable;If the Agent breaches any part of the agreed SCEL/IFIS Service level Agreement signed during on boarding.
CONSEQUENCES OF TERMINATION
Upon termination of this T&C, all rights and obligations of either Party shall immediately cease to have effectthe clauses of conditions which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination; and termination shall not affect accrued rights and obligations of either Party under the Contract as at the date of terminationThe Agent shall return using reputable courier company to SCEL/IFIS at its own cost, the POS terminal to SCEL/IFIS HQ in 209 A.Y.U. PLAZA by Gombe Main Central Roundabout Gombe State.The Agent shall provide evidence of shipment of the POS terminal to SCEL/IFIS.LAWThis T&C shall be governed by the laws of the Federal Republic of Nigeria.WAIVERThe failure by either Party to enforce any of the provisions of this T&C shall not constitute a waiver of the same or affect that Party’s rights thereafter to enforce the same.
Agent shall not assign any of its obligations under this T&C without the prior written consent of SCEL/IFIS. SCEL/IFIS may at any time assign, novate or otherwise transfer its rights or obligations under this T&C.
Agent hereto undertakes to keep confidential all information [written or oral] concerning SCEL/IFIS and/or the Cardholder that it shall have obtained or received as result of this relationship.
If the compliance with this T&C or any obligation under it is prevented, restricted or interfered with by reason of circumstance beyond the reasonable control of the Party obliged to perform it, the Party so affected shall be excused from performance to the extent of the prevention, restriction or interference, but the Party so affected shall use his best endeavors to avoid or remove the causes of non- performance and shall continue performance under this T&C with utmost dispatch whenever such causes are removed or diminished.
Any notice required hereunder shall be in writing and may be served either personally, by registered or recorded delivery mail, or by email to the registered email address of agent on the registration form, or by telex or facsimile transmission to the last known address of the parties.A notice shall be deemed to have been served, if it was served in person, at the time of service, or if it was served by post, 48 hours after it was posted, or if it was served by email, telex or facsimile transmission, at the time of transmission.