Creating a Safe and Positive Online Experience

GENERAL TERMS AND CONDITIONS OF USE FOR NIBSS PRODUCTS AND SERVICES

The provisions of this Agreement and each Appendix entered by NIBSS and a financial institution who subscribes for NIBSS Products and Services (hereinafter referred to as the “USER”) shall constitute the contract between NIBSS and the USER.

NIBSS and the USER shall individually be referred to as a “Party” and collectively as the “Parties.”

WHEREAS:

1. NIBSS is a payment and settlement company established by licensed banks and the Central Bank of Nigeria (CBN) to facilitate electronic payments, switching, settlement, and shared-service platforms in the Nigerian financial ecosystem.
2. The USER desires to utilize certain products and services offered by NIBSS as more particularly described in the Appendices to this Agreement.
3. The Parties wish to set forth the terms and conditions applicable to the use of the services provided by NIBSS.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

• Definitions:

API means the application programming interface provided by NIBSS which enables the USER’s system to communicate with NIBSS system to access the required NIBSS Products and Services subscribed to by the USER.

BVN means Bank Verification Number

BVN Regulation means the Regulatory Framework for Bank Verification Number (BVN) Operations and Watch-List for the Nigerian Banking Industry 2021 issued by the Central Bank of Nigeria as may be amended or revised from time to time.

CBN means the Central Bank of Nigeria

Competent Authority: means the Nigeria Sanctions Committee (NIGSAC), the United Nations Security Council (UNSC), the Office of Foreign Assets Control of the Department of Treasury of the United States of America (OFAC), the European Union (EU), His Majesty’s Treasury (HMT), US National Defence Authorisation Act (“NDAA”). the Ministry of Economy, Finance and Industry (France) (MINEFI) and any other similar authority

Confidential Information means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation to, source codes, financial information, know-how, processes, ideas, Intellectual Property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies, information received from Financial Institutions and other commercial information of a confidential nature but does not include information which is:

i. known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the Disclosing Party.

ii. becomes publicly available, other than by breach of this Agreement by the Receiving Party, or

iii. becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or

any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority.

Customer means a client or prospective client of the USER.

Disclosing Party means the Party that provides Confidential Information to the other Party – Receiving Party.

Merchant means a person or business entity that accepts payments for goods and services via electronic payment channels like cards, QR. Payments etc.

NIBSS Product and Services means the switching, payments, clearing, settlement, identity, and related technology products and services provided by NIBSS to its Customers.

NIP means NIBSS Instant Payment, a real time payment engine developed by NIBSS for instant electronic funds transfer

Personal Data means personal data as defined under the Nigeria Data Protection Act.

Prohibited Activities means (i) any terrorist activity or activity that is subject to Sanctions; (ii) any other illegal activity such as money laundering, bribery, tax evasion, corruption or fraud, including a payment that provides an unfair or improper advantage to any person; or (iii) any activity which does not comply with applicable Laws.

Receiving Party means the Party that receives Confidential Information from the other Party – Disclosing Party.

Sanctions means any measures imposed by a Competent Authority, including but not limited to diplomatic, travel, trade and/or financial sanctions or embargoes.

Sanctioned Entity means any natural or juristic person or country (i) in the case of a juristic person, any person who (A) owns or Controls it; or (B) it owns or Controls; (ii) in the case of any country, its ministries, departments, agencies and/or any other governmental organisations; and (iv) listed on any Sanctions List and/or who is subject to any Sanctions.

Sanctions List means any list of Sanctioned Entities published by a Competent Authority, as updated from time to time

Terms defined in the individual Appendices shall have the same meaning in this Agreement. Additional definitions, if any, shall be provided in each Appendix.

• Interpretation: Headings are inserted for convenience only and shall not affect the construction of this Agreement. References to Clauses are references to clauses of this Agreement.

• Singular and Plural: Words importing the singular include the plural and vice versa, unless the context otherwise requires.

• Gender: Words denoting any gender include all genders, unless the context otherwise requires.

• References to Persons: Any reference to a person or party shall include any individual, company, partnership, or other legal entity, as applicable.

• References to Legislation: Any reference to any statute, law, regulation, or legislative provision shall include that statute, law, regulation, or legislative provision as amended, extended, re-enacted, or replaced from time to time.

• Time and Dates: All references to time and dates shall be based on Nigerian Time and if a date falls on a non-business day, the relevant action or deadline shall be deemed to occur on the next business day.

• Interpretation of Ambiguities: In the event of any ambiguity or conflict in the interpretation of this Agreement, the parties agree that such ambiguity or conflict shall not be construed against either party based on authorship or drafting but shall be interpreted in a manner that reflects the mutual intent and purpose of the Agreement.

• Includes/Including: The words “include” and “including” are used in this Agreement to provide illustrative examples and should not be construed as limiting the generality of the preceding words.

2. SCOPE OF AGREEMENT

• This Agreement sets forth the general terms and conditions under which NIBSS shall provide, and the USER shall utilize NIBSS Product and Services.

• The specific terms and conditions applicable to each individual service are set out in the respective Appendices attached to and forming part of this Agreement.

• Each Appendix shall be effective upon acceptance by the USER or upon use of NIBSS Product and Services to which the Appendix relates and shall be governed by the terms of this Agreement unless otherwise stated therein.

3. TERM

• This Agreement shall be effective as of the Effective Date and shall remain in force except if earlier terminated in accordance with the provisions of this Agreement.

4. GENERAL OBLIGATIONS

Each Party shall:

• Cooperate with the other Party for the smooth implementation and execution of NIBSS Products and Services.

• Comply with applicable laws, regulations, and guidelines issued by relevant authorities.

• Maintain confidentiality of all information and data received under this Agreement.

• Ensure encryption of information within its environment by an auditable process.

• Hold the certifications required for the performance of its obligations under this Agreement and each Appendix.

• Be responsible for access management, maintenance, system performance, security and incidents within its infrastructure, systems and network.

The USER shall:

• Host, maintain and secure its software, systems and infrastructure for accessing NIBSS Products and Services in the Appendices.

• Access NIBSS Products and Services through a virtual private network (VPN) secured a network and

• Maintain the confidentiality of its signatures, keys and credentials for accessing NIBSS Products and Services

• Provide necessary technical and operational resources for integration and service usage.

• Put in place controls, transaction authorization and authentication mechanism in connection with NIBSS Products and Services.

• Resolve all technical and operational issues relating to its systems and processes connected to NIBSS Products and Services.

• Ensure timely payment of applicable fees as detailed in the Appendices.

• Not create an alternate database with the information or data received or accessed from any of NIBSS Products and Services covered by this Agreement.

• Comply with applicable user onboarding, KYC, and security protocols as required.

• Handle inquiries and resolve issues presented by its Customers with respect to NIBSS Products and Services as first line support.

• Provide its Customer/employee education and awareness including above and below-the-line communications with respect to NIBSS Products and Services.

• Treat and resolve any Customer-related issues in line with the relevant regulatory timeline.

• Not share the APIs for NIBSS Products and Services or grant access to NIBSS Products and Services to any third party without the prior written consent of NIBSS.

• Provide feedback on the functionality of NIBSS Products and Services in use by the USER.

• Cooperate with stakeholders in the payments ecosystem in the investigation of fraud or system issues relating to its use of NIBSS Products and Services.

• Notify NIBSS of any changes to its authorised representatives accessing NIBSS Products and Services.

• Be responsible for training its employees, agent and/or representatives with the responsibility of accessing and managing its use of NIBSS Products and Services on the technical and operational requirements for NIBSS Products and Services.

• Be responsible for the use of its credentials for accessing NIBSS Products and Services.

NIBSS shall:

• Host, maintain and secure its software, systems and infrastructure for the provision of the NIBSS Products and Services in the Appendices.

• Provide the USER with the hardware, system and integration requirements for NIBSS Products and Services in the Appendices.

• Provide relevant system and product documentation to the USER.

• Provide the USER with access to NIBSS Products and Services as detailed in the relevant Appendix.

• Resolve all technical and operational issues relating to its systems and processes in connection with NIBSS Products and Services.

• Maintain reliable uptime and service availability.

• Notify the USER of any material service changes or scheduled downtime.

• Provide billing, settlement and dispute resolution services with respect to NIBSS Products and Services.

• Ensure NIBSS Products and Services meets the minimum regulatory standards as prescribed by the CBN.

5. INTEGRATION WITH NIBSS

• Access to NIBSS Products and Services:
  • A USER who intends to connect directly to NIBSS infrastructure to access NIBSS Products and Services must comply with all applicable technical, security, and operational requirements as defined by NIBSS.

• Technical and Operational Requirements:
  • Such requirements, including integration standards, APIs, data formats, uptime expectations, and system security protocols, shall be provided in a separate technical documentation to be shared by NIBSS. These requirements are subject to periodic review and updates by NIBSS.

• Certification Requirement:
  • Prior to go-live, the USER must undergo a certification process conducted by NIBSS. The USER shall not be permitted to access or transmit live transaction data via NIBSS Products and Services until full certification is completed, and formal approval has been granted by NIBSS.

• Compliance Obligation:
  • The USER agrees to maintain continued compliance with NIBSS guidelines and participate in any re-certification processes as may be required in the event of system changes, upgrades, or at the discretion of NIBSS.

• Liability Disclaimer:
  • NIBSS shall not be liable for any delay, cost, or damages arising from the USER’s failure to obtain NIBSS certification or to comply with NIBSS integration standards.

6. RESTRICTED ACTIVITIES

• In connection with the USER’s use of NIBSS Products and Services, the USER shall not:
  • Breach this Agreement and/or any applicable Appendix.
  • Violate any law, statute, ordinance, or regulation.
  • Infringe on NIBSS’s or any third party’s copyright, patent, trademark, trade secret or other Intellectual Property rights, or rights of publicity or privacy.
  • Act in a manner that is defamatory, libelous, threatening or harassing to NIBSS, its employees, agents, or other users.
  • Provide false, inaccurate, or misleading information.
  • Engage in potentially fraudulent or suspicious activity and/or transactions.
  • Refuse to cooperate in an investigation or provide confirmation of identity or any information provided by the USER to NIBSS.
  • Conduct its business or use NIBSS Products and Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, and other liability to NIBSS, other users or third parties.
  • Use NIBSS Products and Services in a manner that NIBSS, a card scheme or any other electronic funds transfer network reasonably believes to be an abuse of the financial system or a violation of NIBSS or network rules.
  • Disclose or distribute another user’s information to a third party or use the information for marketing purposes unless the USER receives the third party’s express consent to do so.
  • Facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information.
  • Copy NIBSS’ data without NIBSS’ prior written permission.
  • Circumvent any technology used by NIBSS or its licensors to protect any accessible content on NIBSS Products and Services.
  • Provide its credential for accessing NIBSS Products and Services to any other individual or organisation or use the credential of any other individual or organisation to access NIBSS Products and Services

• If NIBSS, in its sole discretion, believes that the USER may have engaged in any Restricted Activities, NIBSS may close, suspend, or limit the USER’S access to NIBSS Products and Services.

7. RIGHT TO SUSPEND SERVICES

• NIBSS reserves the right to immediately suspend access to any or all NIBSS Products and Services provided under this Agreement without prior notice where: (a) There is a reasonable suspicion of fraud, attempted fraud, or malicious transaction activity involving the USER; (b) A service glitch or system malfunction has occurred which may pose a risk to NIBSS, the USER, other users and stakeholders, or the integrity of the payment ecosystem; (c) Suspension is necessary to protect the interests of the public, the USER, other users of the platform, or the Nigerian financial ecosystem as a whole, (d) If the USER fails to access and/or use NIBSS Products and Services to which it has been onboarded for a period of thirty (30) days or such other period as may be determined by NIBSS.

• Such suspension shall remain in effect until the underlying issue is in the opinion of NIBSS, resolved or sufficiently mitigated, and NIBSS shall notify the USER promptly of the suspension and the reason for it.

8. FEES AND PAYMENTS

• The USER shall pay an annual subscription for access to NIBSS Products and Services as prescribed by NIBSS from time to time.

• Payment of the annual subscription fee for the first year of subscription for NIBSS products and services shall be prorated and paid by the USER at onboarding to cover the number of months from onboarding to year end, while payment for subsequent years shall be made by the USER on or before the end of January for each year of subscription.

• The USER shall pay the applicable service/transaction fee as stated in each Appendix for NIBSS Products and Services. The fees are quoted exclusive of taxes.

• All fees shall be deducted at source from an account designated by the USER or invoiced to USER in accordance with the payment terms specified in the relevant Appendix. All invoices issued by NIBSS pursuant to this Agreement and any Appendix shall be paid within thirty (30) days from the date of the invoice. The USER further mandates NIBSS to debit its bank account to settle any fee due and payable by the USER under this Agreement and any Appendix.

• NIBSS reserves the right to review and adjust service fees upon giving fourteen (14) days prior written notice to the USER.

• In the event that the USER fails to make any payment when due, NIBSS shall have the right to (a) suspend the provision of the relevant NIBSS Products and Services until full payment is received, and/or (b) charge interest on the overdue amount at a rate of 2% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actual payment.

• In addition, where services are suspended due to non-payment, the USER shall be required to pay a reconnection fee of N200,000.00 (Two Hundred Thousand Naira) prior to restoration of access to NIBSS Products and Services. The USER shall also bear all reasonable costs incurred by NIBSS in the collection of overdue amounts, including legal fees.

9. KYC AND FRAUD INVESTIGATIONS

• The USER shall ensure that it conducts Know Your Customer (KYC) and Customer Due Diligence (CDD) on its Customers in accordance with the provisions of the Money Laundering (Prevention and Prohibition) Act 2022, the Central Bank of Nigeria (Anti-Money Laundering and Combating the Financing of Terrorism in Banks and Other Financial Institutions) Regulations, 2022, and any other applicable anti-money laundering (AML) or counter-terrorism financing (CTF) laws, regulations, or guidelines issued by Nigerian regulatory authorities. The USER shall: (a) Establish and maintain adequate internal controls, procedures and policies to prevent and detect money laundering and terrorist financing activities; (b) Verify the identity of its Customers and maintain updated KYC records; (c) Monitor Customer transactions for suspicious activities and file Suspicious Transaction Reports (STRs) or other relevant renditions with the CBN and Nigerian Financial Intelligence Unit (NFIU) as required; (d) Cooperate fully with NIBSS and relevant regulators in any investigation relating to AML/CTF compliance.

• Each Party agrees to cooperate fully and in good faith with the other Party and relevant authorities in the investigation and resolution of any suspected or confirmed fraudulent or irregular activity involving NIBSS Products and Services provided under this Agreement. Such cooperation shall include, but not be limited to, sharing relevant transaction records, logs, communications, and other necessary information in a timely manner, subject to applicable confidentiality and data protection obligations. Each Party shall designate a contact person for the purpose of coordinating fraud investigations and responses.

10. DATA PROTECTION AND CONFIDENTIALITY

• Each Party shall comply with the provisions of the Nigeria Data Protection Act 2023 (NDPA) and all applicable data privacy laws and regulations.

• Each Party shall implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

• A Party shall only process Personal Data for the specific purpose of delivering or accessing NIBSS Products and Services covered by this Agreement and in accordance with consent obtained from the Customer except where there are other lawful basis for processing Personal Data from NIBSS.

• The USER shall ensure that all persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

• In the event of a data breach or security incident involving Personal Data, the USER shall notify NIBSS without delay and cooperate fully with NIBSS in addressing and mitigating the impact of such incident.

• The Receiving Party agrees to treat all information and data disclosed by the Disclosing Party as strictly Confidential as defined in this Agreement.

• If the Receiving Party appoints any subcontractor, it may disclose Confidential Information to such subcontractor, and the Receiving Party shall be responsible for any breach of the obligations of confidentiality by such sub-contractor or employee.

• Upon termination of this Agreement or on the request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information received from the Disclosing Party under this Agreement. If required by the Disclosing Party, the Receiving Party shall issue a certificate indicating that it has complied with the request of the Disclosing Party to return or destroy the confidential information received from the Disclosing Party.

• This confidentiality obligation shall survive the expiration or termination of this Agreement for a period of five (5) years.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

• It has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

• The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action and do not violate any other agreement or obligation by which it is bound.

• This Agreement constitutes a valid, binding and enforceable obligation against it in accordance with its terms.

• Its obligations under this Agreement do not conflict with any other contractual or legal obligation.

• It shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

• It has obtained and shall maintain all necessary licenses, permits and approvals required to perform its obligations under this Agreement.

• It will perform its obligations under this Agreement in a professional, timely and workmanlike manner, consistent with industry standards.

The APIs, portals, software, system and services for NIBSS Products and Services are provided on an “AS-IS” and “AS AVAILABLE” basis. Neither NIBSS nor its affiliates, licensors, suppliers, officers, employees, or agents make any warranty of any kind (express, implied, statutory or otherwise) in relation to the software, system and services for NIBSS Products and Services. To the maximum extent permitted by applicable laws, NIBSS specifically disclaims all warranties regarding the software, system and services for NIBSS Products and Services including availability, service uptime, merchantability or fitness for a particular purpose. NIBSS disclaims all liability for harm or damage caused by any third-party or service provider.

12. LIMITATION OF LIABILITY

• Neither Party shall be liable for indirect, incidental or consequential damages.

• To the maximum extent permitted by applicable law and to the extent that a court of competent jurisdiction deems any limitation contained in this agreement contrary to any applicable law, for all events and circumstances, NIBSS’s and its affiliates’ aggregate and cumulative liability to the USER arising out of or relating to this Agreement, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, will be limited to the total fees paid to NIBSS under the relevant Appendix to this Agreement by the USER during the twelve (12) months preceding the first event giving rise to the liability, whichever is lesser.

13. INDEMNITY

• The USER shall indemnify, defend and hold harmless NIBSS, its officers, directors, employees and agents from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Any breach of this Agreement by the USER.

• Any misuse of NIBSS Products and Services by the USER.

• Any violation of applicable laws or regulations by the USER.

• Any claim by a third party that the USER’s actions caused harm to such third party in connection with the use of NIBSS Products and Services.

14. INTELLECTUAL PROPERTY

• All intellectual property rights in and to NIBSS Products and Services, including all software, systems, processes, documentation, and data made available by NIBSS, shall remain the exclusive property of NIBSS.

• Nothing in this Agreement shall be construed to grant the USER any rights, title or interest in or to any intellectual property belonging to NIBSS, except as expressly provided in the relevant Appendix for the sole purpose of using NIBSS Products and Services.

• The USER shall not copy, modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of any software provided by NIBSS.

15. TERMINATION

• Either Party may terminate this Agreement or any Appendix by giving thirty (30) days written notice.

• NIBSS may terminate this Agreement or any Appendix immediately upon written notice if the USER commits a material breach of any of its obligations under this Agreement or any Appendix and fails to remedy such breach within fourteen (14) days of receiving written notice requiring it to do so.

For the purpose of this Agreement, a “material breach” includes but is not limited to: (i) failure to pay fees when due; (ii) unauthorized disclosure or use of Confidential Information; (iii) violation of intellectual property rights; (iv) breach of data protection obligations; and (v) any act or omission that materially impairs the performance of the Agreement.

• Termination of this Master Services Agreement shall automatically result in the termination of all Appendices executed thereto, without the need for further action or notice.

• Upon termination of this Master Services Agreement, the Parties shall return all Confidential Information and cease use of each other’s intellectual property. Where such Confidential Information cannot be returned, then same must be destroyed with confirmation from the Receiving Party that this has been done

• Termination of this Master Services Agreement or any Appendix (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision in this Agreement or subsequent Agreements which expressly or by implication is intended to come into or continue in force on or after such termination.

16. GENERAL PROVISIONS

• Business Continuity: Each Party shall implement and maintain appropriate business continuity and disaster recovery plans to ensure the continued performance of its obligations under this Agreement in the event of a disruption or emergency. Such plans shall include risk assessments, backup and restoration procedures, and strategies to maintain or restore essential operations. Each Party shall review and test its business continuity measures on a regular basis and shall notify the other Party promptly of any significant changes or incidents that may affect its ability to perform under this Agreement.

• Third Party Rights: This Agreement is intended solely for the benefit of the Parties and their permitted successors and assigns. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall confer or be deemed to confer any rights or benefits on any third party (including Customers or affiliates of the USER or any subcontractors), nor shall any third party have any right to enforce any provision of this Agreement.

• Support Channel Matrix: NIBSS shall provide support services to the USER through the following designated channels:

NIBSS may update the support contact details from time to time.

• Right of Audit: NIBSS shall have the right, upon providing at least five (5) business days’ prior written notice, to audit or appoint an independent auditor to audit the USER’s compliance with the terms of this Agreement, including compliance with applicable regulatory obligations, data protection, KYC/AML procedures, and proper usage of NIBSS Products and Services. The USER shall cooperate fully and grant reasonable access to relevant records, systems, personnel, and facilities during normal business hours. NIBSS shall bear the cost of any such audit unless it reveals material non-compliance by the USER, in which case the USER shall bear the reasonable costs of the audit. NIBSS may by providing at least two (2) business days’ prior written notice, request information, data and documents relating to the USER’s use of NIBSS Products and Services.
• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and if such modification is not possible, the provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect and shall not be affected or impaired in any way.
• Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to a Force Majeure Event. A “Force Majeure Event” means any circumstance beyond the reasonable control of a Party, including but not limited to acts of God, war, terrorism, civil unrest, embargoes, government restrictions, natural disasters, pandemics, epidemics, strikes, or failures of utilities, telecommunications or internet service providers.
  • The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure Event and shall provide reasonable evidence of its occurrence and estimated duration.
  • The affected Party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume full performance as soon as practicable.
  • If a Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either Party may terminate this Agreement by providing written notice to the other Party.
  • Obligations not affected by the Force Majeure Event shall continue to be performed in accordance with this Agreement.

• Counterparts: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. A copy of this Agreement signed electronically, or a signed copy delivered by electronic means (including PDF or email) shall be deemed to have the same legal effect as delivery of an original signed copy.

• Waiver: No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy. Any waiver shall be valid only if set forth in a written instrument signed by the Party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

• Non-Exclusivity: Nothing in this Agreement shall be construed to grant the USER any exclusive rights to NIBSS Products and Services provided by NIBSS. NIBSS reserves the right to offer the same or similar services to other parties. The USER is not restricted to the use of only NIBSS Products and Services, except as may be provided for any NIBSS Product or Service in its specific terms as contained in relevant Appendices.

• Anti-Bribery and Corruption (ABC) Compliance: Each Party represents, warrants, and undertakes that it shall:
  • Comply with all applicable anti-bribery and anti-corruption laws and regulations in Nigeria, guidelines and directives issued by Nigerian regulatory authorities.
  • Not offer, promise, give, authorize, solicit or accept any undue financial or other advantage, whether directly or through any third party, to obtain or retain business or to gain any improper advantage in connection with this Agreement.
  • Maintain adequate policies, procedures, and controls to prevent bribery and corruption.
  • Promptly report to the other Party any suspicion or knowledge of any actual or potential breach of this clause.
  • Cooperate fully with the other Party in any investigation into a potential violation of this clause. Any breach of this Clause shall constitute a material breach of this Agreement and shall entitle the non-breaching Party to terminate this Agreement immediately upon written notice.

• Compliance with AML/CFT Laws: Each Party shall at all times comply with all applicable Nigerian Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) laws and regulations, including the Money Laundering (Prevention and Prohibition) Act 2022, the Terrorism (Prevention and Prohibition) Act, EFCC Regulations, NFIU Guidelines, and any directives or circulars issued by the Central Bank of Nigeria (CBN), NFIU, or other competent authorities.
  • The USER shall implement and maintain adequate Know-Your-Customer (KYC) and Customer Due Diligence (CDD) procedures appropriate to the nature of their business and in accordance with Nigerian AML/CFT requirements. The USER shall provide, upon reasonable request, documentation necessary for verification of identity, ownership, and lawful purpose of the transaction.
  • The USER shall conduct continuous monitoring of transactions, business relationships, and activities relating to its Customers to detect suspicious behaviour or activities consistent with money laundering, terrorist financing, fraud, or other financial crimes.
  • Where the USER identifies a suspicious activity or transaction, it shall comply with its statutory obligation to file a Suspicious Transaction Report (STR) or Currency Transaction Report (CTR) with the Nigerian Financial Intelligence Unit (NFIU) in accordance with applicable law.
  • The USER shall maintain all records relating to KYC, CDD, transactions, and monitoring for a minimum of five (5) years, or such longer period as may be required under Nigerian law and shall make such records available to competent authorities upon lawful request.

• Each Party shall not engage in or allow its systems and services to be used, directly or indirectly for:

1. money laundering.
2. terrorist financing.
3. dealing with individuals or entities on any sanctions list recognized in Nigeria (including UN, OFAC, EU, and Nigerian sanctions lists).
4. fraud
5. concealing the proceeds of unlawful activities; or
6. facilitating transactions inconsistent with Nigerian AML/CFT laws.

• Each Party shall fully cooperate with Nigerian regulatory and law enforcement authorities, including CBN, EFCC, NFIU and the Police, in any investigation or audit related to compliance with AML/CFT laws.

• Each Party shall indemnify and hold the other Party harmless from losses, penalties, liabilities, regulatory sanctions, or damages arising from its own breach of AML/CFT obligations under this Agreement or Nigerian law.

• Sanctions: Each Party declares, warrants, represents and undertakes to the other Party, that:
  • it will not use the fees or other funds available to it pursuant to this Agreement for the purposes of financing the activities of any Sanctioned Entity.
  • it will not make available the fees or other funds available to it pursuant to this Agreement to any person who may use or intends to use the proceeds to finance the activities of any Sanctioned Entity.
  • it will not perform any act to benefit any Sanctioned Entity.
  • it will not be involved in any Prohibited Activities; and
  • it will not use any product or service provided by or to the other Party for any Prohibited Activities.

Each Party warrants that neither it nor its Affiliates are:

• • a Sanctioned Entity; or
  • the subject of any investigations relating to Sanctions.
• Notices: Any notice, request, demand, waiver, or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand against receipt; (b) when sent by registered or certified mail, return receipt requested; (c) when sent by reputable courier (e.g., DHL, UPS, FedEx) with proof of delivery; or (d) when sent via electronic mail

All such communications shall be sent to the known official addresses or to such other addresses or email as either Party may designate by notice in accordance with this Clause:

Any notice shall be deemed to have been received:

i .If delivered by hand, on the date of delivery.

ii. If sent by courier, on the date of delivery as confirmed by the delivery receipt.

iii. If sent by registered mail, three (3) business days after dispatch.

vi. If sent by email, no failed delivery notice is received.

• Sustainability: Each Party agrees and undertakes that it is compliant with applicable laws, regulations and practices relating to the protection of the environment and the social responsibility applicable to its business and further undertakes to continue to do so for the duration of this Agreement. Each Party agrees and undertakes to follow good Environmental, Social and Governance (ESG) practices relevant to its business, products and services, and to continually strive to improve its ESG practices.

• Regulatory License: The USER warrants that it possesses all requisite licenses, permits, and regulatory approvals, including but not limited to any applicable authorisation by the Central Bank of Nigeria (CBN), necessary to access and utilize NIBSS Products and Services provided under this Agreement. The USER shall promptly notify NIBSS of any suspension, revocation, or non-renewal of such licenses. NIBSS reserves the right to suspend or terminate access to any NIBSS Product and Service under this Agreement where the USER fails to maintain valid regulatory authorisation as required by law or regulation.

• Governing Law: This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

• Dispute Resolution:

1. The Parties shall use their best efforts to resolve amicably any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) through good faith negotiations within fourteen (14) days of written notice by one Party to the other Party of such Dispute.

2023. If the Parties are unable to resolve the Dispute within the 14-day negotiation period, the Dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act, 2023. The arbitration shall be conducted as follows:

• The arbitration tribunal shall consist of a single arbitrator jointly appointed by the Parties. If the Parties cannot agree on the choice of an arbitrator within seven (7) days, the arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators (UK), Nigeria Branch.

• The seat and venue of the arbitration shall be Lagos, Nigeria.

• The language of arbitration shall be English.

• The arbitration shall be conducted in accordance with the Rules of the Arbitration and Mediation Act, 2023, or any re-enactment or amendment thereof.

1. The decision of the arbitrator shall be final and binding on the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

• Parties’ Relationship: This Agreement and each applicable Appendix shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement and any applicable Appendix

• Assignment: The USER shall not assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of NIBSS. Any attempted assignment in violation of this clause shall be null and void.

• Amendments: This Agreement may be amended by NIBSS, and such revised Agreement shall be published on NIBSS website. The revised version will be effective at the time designated by NIBSS as stated on the revised version of the Agreement but in case not earlier than fourteen (14) days from the date of publication.

• Entire Agreement and Supersession: This Agreement, including its Appendices, constitutes the entire understanding between the Parties and supersedes all prior and contemporaneous agreements, proposals, representations, negotiations, or communications, whether oral or written, relating to the subject matter herein. No other terms, conditions, or understandings shall be binding unless set forth in a duly executed written amendment to this Agreement.

• Electronic Execution: Documents executed, scanned and transmitted electronically or digitally and digital signatures shall be deemed original and valid signatures for purposes of this Agreement and each Appendix and all matters related thereto, with such scanned and electronic or digital signatures having the same legal effect as traditional signatures.

THIS AGREEMENT GOVERNS THE USER’S USE OF NIBSS PRODUCTS AND SERVICES AND BECOMES EFFECTIVE ON THE DATE WHEN THE USER ACCEPTS THIS AGREEMENT, INCLUDING BY SIGNATURE, CLICKTHROUGH, OR OTHER ACCEPTANCE MECHANISMS; OR BY ACCESSING OR UTILISING ANY NIBSS PRODUCT AND/OR SERVICES .

Our Partners