This Agreement (the “Agreement”) is a legally binding contract between you (the “Merchant”) and Nairabox, a limited liability company, duly incorporated under the laws of the Republic of Nigeria, each a “party” and together the “parties” to this Agreement.

1. General

Nairabox operates a mobile payment service that allows businesses to accept digital payments fromNairabox customers using the Nairabox Merchant app. This agreement will provide terms and conditions governing on electronic payment and collection service by Nairabox from Nairabox customers (hereinafter the “Customer”) to the Merchant.

2. Making payments for purchases

The Customer can use their Nairabox wallet to purchase goods and services from the Merchant who accepts Nairabox payments. Upon a successful payment, Nairabox will transfer the purchase amount less any applicable fees and charges from the Customer Account to the Merchant’s account (hereinafter the “Merchant Account”).

3. Modification of Merchant Services

Nairabox reserves the right to change and/or update the operating methods, the technical specifications, the system and other functions, as well as the right to update the above mentioned enclosures to the Agreement, including changing the fees associated therewith. Nairabox shall notify the merchant if there is any change and/or update of this agreement. Such updates and changes shall be effective on the date of notification.

4. Tariffs

The fees Nairabox charges to the Merchant for using the Nairabox merchant services (hereinafter “Merchant Services”) are based on a per transaction charge.

For more information please contact us at support@nairabox.com.

5. Nairabox’s Ethical Rules

5.1 Nairabox has a right to refuse any Merchant or website access to Merchant Services at its sole discretion.

5.2 Merchant shall only offer products and services for sale that the Merchant has legal right to market and sell such products or services

6. Merchant’s Commitment

6.1 The Merchant will comply with any applicable laws and regulations, including:

6.1.1 The Merchant has all required rights, powers and authorisations to enter into this Agreement and to fulfil its obligations hereunder;

6.1.2 The Merchant will perform its obligations hereunder with reasonable skill and care;

6.1.3 The Merchant has in place and will maintain adequate facilities (including staff training, internal controls and technical equipment) to comply with all its obligations under this Agreement as well as under prevailing laws and regulations;

6.1.4 The Merchant has at all times all requisite licenses and permits in place to engage in the provision of its goods and services; and

6.1.5 The Merchant is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Merchant is not sending or receiving funds to or from an illegal or unverified source.

6.1.6 The Merchant shall furthermore comply with applicable laws and fair trade practices, e.g. concerning marketing and consumer relationships, and shall ensure that Nairabox’s business is not impaired and/or reputation is not damaged.

6.2 Acceptance of payment through Merchant Account

The Merchant shall accept payment for products and services through the Nairabox App at the same price, or at a lower price, as other payment solutions that the Merchant is offering to the Customer. The Merchant shall also in all other respects treat payments through the Merchant Account in the same way as payments through other payment solutions.

6.3 Obligation to the Customers

6.3.1 The Merchant undertakes to deliver products and services paid for through the Nairabox App in accordance with the separate agreement between the Merchant and the Customer. Nairabox is not a party to such agreement, and the Merchant shall clearly state that the Merchant is the contracting party and thus responsible for any non delivery, delayed or incorrect delivery of products and services, and that any complaints shall be addressed to the Merchant.

6.3.2 The Merchant hereby guarantee that the products/services that are made available to customers comply with applicable law in any jurisdiction in or to which the Merchant is making its goods and services available.

6.4 Obligation to follow Nairabox’s instructions

The Merchant shall adhere to the from time to time applicable enclosures to the Agreement, and shall, if necessary, within thirty (30) days from being notified update all necessary technology and software according to Nairabox’s instructions.

6.5 Right to information about the Merchant

6.5.1 The Merchant shall inform Nairabox in writing of any changes to its business (including any change of control or constitution), business model or the goods and/or services it sells, leases or distributes or of any change to regulatory requirements to which it is subject (including but not limited to changes to or the revocation of the licence/s it requires for its business) which might have an adverse impact on Nairabox’s compliance with applicable law or any of its regulatory requirement, or the Merchant’s credit and/or financial standing (“Material Change”) without undue delay prior to the change(s) coming into effect and in any event prior to taking or making payments related to the Material Change. Without applying the Limitation of Liability contained in clause 9 of this Agreement, the Merchant shall indemnify Nairabox against all losses arising out of the Merchant’s failure to notify Nairabox of any such changes that are relevant for compliance with regulatory requirements applicable to Nairabox or the Merchant.

7. Nairabox’s Commitment

7.1 Functionality
Nairabox is responsible for maintaining the Merchant Services in accordance with the security and the functionality set out in this Agreement. Nairabox shall, furthermore, provide such material that the Merchant may require to implement the Merchant Services.

7.2 Payment Guarantee
To ensure that the customer funds which are deposited to the Customer Account are valid as payment for products and services, Nairabox shall keep funds collected from a Customer’s Payment of products and services (float fund) in a bank account as a safe and liquid asset. Nairabox will only use the amount of float fund for electronic money transaction to the Customer and the Merchant and not for its own operational expenses. Such funds are, after a deduction of the applicable transaction fee, immediately separated in connection with a transaction, and are noted in Nairabox’s central database as a claim of the Merchant against Nairabox. The Merchant is not entitled to any interest on funds separated on behalf of the Merchant.

7.3 Reporting
The Merchant can download real time transactions reports online which are available at the Merchant Portal, accessible through the Merchant’s account.

7.4 Technical Supprt and Merchant Customer Service
Regular support is available by email, web or telephone on Business Days on Working Hours. Nairabox’s Customer Service is available from Monday to Friday during the business hours from 9am to 5pm via support@nairabox.com or via our Customer Service Hotline under +234 90 800 00381.

7.5 Service Level
Nairabox commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99% (measured on half yearly basis) of the Services, to receive transaction requests, excluding from uptime calculation the down time of the Services caused by acts or omissions of Merchant, changes implemented on specific Merchant request, general internet failures, systems and hardware failures, network issues outside of Nairabox’s control, failures of individual payments method, hacking or cybersecurity attack or force majeure. Merchant is obliged to immediately notify Nairabox of any downtime of the payment interface which it experiences and to provide all necessary reasonably requested co-operation in investigating and resolving such downtime. Nairabox uses all reasonable efforts to avoid having to take the Services offline for executing planned maintenance including hardware upgrades, software upgrades and backups. Should under exceptional circumstances such maintenance nevertheless prove necessary, Nairabox will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential transactions for all its Merchants. Should under emergency situation (e.g., in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Services necessitating it to be taken offline, Nairabox will use all available resource to keep the required downtime to the absolute minimum.

8. Payment Conditions

8.1 Payment
Funds separated by Nairabox on behalf of the Merchant shall, after deduction for (i) fees and/or (ii) other claims Nairabox may have against the Merchant and/or (iii) requirements of maintaining a minimum balance and/or (iv) requirements to hold funds for a certain period of time, be available to the Merchant for immediate transfer to an appointed bank account.

8.2 Reversal of transactions
Refunds and disputed transactions are always to be resolved between the Customer and the Merchant. Refunds, Chargebacks and disputed transactions can only be refunded the Customer to the Customer Account from which the original Transaction was debited.

9. Others

9.1 General
Nairabox owns all intellectual property rights in relation to Merchant Services. The Merchant is not entitled, without Nairabox’s written consent, to use, in whole or in part, trademarks, product names or logotypes related to Merchant Services for any other purpose than to inform of the fact that the Merchant accepts Nairabox as a payment solution. Any use of Nairabox’s intellectual property rights shall be in accordance with Nairabox’s instructions.

9.2 Personal data
Nairabox shall have sole ownership and control of all personal data (including sales and other data), obtained by or on behalf of Nairabox from Customers in connection with the Merchant Services. For the purposes of this Agreement, all personal data shall be considered confidential information of Nairabox.

9.3 Use of personal data
Merchant shall utilise personal data disclosed by Nairabox to Merchant or to which Merchant has otherwise collected or obtained access to pursuant to or in connection with this Agreement, solely for purposes of this Agreement and shall not sell, assign, lease or otherwise commercially exploit any personal data. All personal data shall not be disclosed to any third party without the prior written consent of Nairabox, and shall be disclosed within the Merchant’s organisation only on a need-to-know basis.

9.4 Compliance with law
In its performance under this Agreement, Parties shall strictly comply with all applicable laws, codes and regulations, and specifically with any personal data protection, health, safety and environmental laws, ordinances, codes and regulations of any jurisdiction where this Agreement may be performed. For avoidance of doubt, the Parties shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.

10. Confidentiality

Merchant undertakes, during the term of this Agreement and thereafter, not to disclose to a third party or to unduly use, on their own behalf or on behalf of a third party, information that a Party has received from the other Party and which relates to the other Party’s activities. A Party shall immediately, upon request by the other Party, return all confidential information relating to the other Party that has been received under this Agreement.

11. Force Majeure

Each Party shall be relieved from liability for failure to perform any obligation under the Agreement if the failure to perform is caused by a circumstance which is beyond the control of the Party (force majeure). An event of force majeure is, inter alia, acts or omissions of authorities, new or amended legislation, labour market disputes, disturbances in public transport systems or in telecommunication networks or any other public communication networks, blockades, fires, floods and major accidents. A Party desiring to invoke an event of force majeure shall immediately notify the other Party thereof. Regardless of what is said above regarding relief from liability, a Party is entitled to immediately terminate the Agreement if the performance of an obligation is delayed for more than a continuous period of three (3) months.

12. Limitation of Liability

12.1 The Merchant is aware that the receipt of a payment into the Merchant Account does not amount to the receipt of cleared funds. The Merchant remains liable to Nairabox for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (the “Reversal Amount”). In the event of a payment reversal, Nairabox will first debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If Nairabox is unable to fully recover the Reversal Amount and the applicable third party chargeback or reversal fee from the Merchant Account (including any monies transferred into it after the payment reversal), the Merchant is required to repay the Reversal Amount and/or any negative balance of the Merchant Account by uploading sufficient funds into the Merchant Account. Failure to do so is a breach of this Agreement. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. Nairabox reserves the right, at any time, to send reminders or take debt collection measures including but not limited to mandating a debt collecting agency or solicitors to pursue the claim in court. Nairabox reserves the right to charge the Merchant all costs and expenses reasonably incurred (including attorney fees) in connection with any debt collection or enforcement efforts.

12.2 Nairabox reserves the right to suspend or limit the Nairabox Services pending full payment of any outstanding claims, charges, penalties, costs or charges by the Merchant.

12.3 Nairabox reserves the right to suspend, at any time and at its sole discretion, the Merchant Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds), inter alia, for audit :

12.3.1 Where Nairabox in its discretion determines that it is necessary or desirable to protect the security of the Merchant Account; or

12.3.2 if any Transactions are made which Nairabox in its sole discretion deems to be (a) made in breach of this Agreement or in breach of the security requirements of the Merchant Account; or (b) suspicious, unauthorised or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or

12.3.3 upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of the Merchant, or where Nairabox reasonably considers that there is a threat of the same in relation to the Merchant; or

12.3.4 where anything occurs which in the opinion of Nairabox suggests that the Merchant shall be unable to provide the Merchant Products/Services and/or otherwise fulfil the contacts that it has with its customers; or

12.3.5 if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of the Merchant, or where the Merchant presents a Transaction and fails to deliver the relevant goods and/or services and/or where the Merchant is third party processing and not delivering goods and/or services itself; or

12.3.6 where there is a change in the Merchant circumstances (including a deterioration in or change to the Merchant’s financial position), or a change in the Merchant’s business or in the Merchant Products/Services which Nairabox considers, in its sole discretion, material and may affect the continuation of the Nairabox Services; or

12.3.7 where the Merchant undergoes a Material Change as defined in clause 4; or

12.3.8 if Nairabox considers, in its sole discretion, that the level of chargebacks or number of claims for non-delivery of Merchant Product/Service that are being incurred in respect of the Merchant are excessive and unreasonable;

12.3.9 and Nairabox will make reasonable efforts to inform the Merchant of any such suspension in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension unless informing the Merchant would compromise security measures or is otherwise prohibited by law or Regulatory Requirements.

12.4 Nairabox shall only be responsible towards the Merchant for direct damages incurred by the Merchant due to its negligence. Liability for damages, if any, does not include consequential damages or indirect damages such as loss of profit or losses due to non-fulfilment of an agreement with a third party. Nor shall Nairabox be responsible for damage caused by Nairabox Merchant Services having been blocked vis-à-vis a Customer on grounds which may turned out to be incorrect, but Nairabox had reasonably assumed that the measure was warranted.

13. Termination

13.1 Term of the Agreement and Automatic Renewal
This Agreement will commence on the later of (i) the date Merchant accepts the terms of this Agreement (the "Effective Date"), or (ii) the date that Merchant's account is activated for live Transactions, if different; and will continue for a period of two (2) years, unless terminated earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew for successive twelve (12) month terms, unless either party gives the other party written or electronic notice, in accordance with the terms herein, of its intention not to renew the Agreement, at least thirty (30) days prior to the end of the then-current term or renewal term if termination is by Nairabox. Any renewal of your Services is subject to our then-current terms and conditions and successful completion of any applicable authentication procedure, if any. Additional payment terms may apply to the Nairabox Services you purchase, as set forth herein and in the applicable Schedules to this Agreement.

13.2 Confirmation for Premature Termination
This Agreement may be terminated by either party on one (1) months’ written notice subject to conditions set out in Clause 13.3 below.

13.3 Premature Termination

A Party is entitled to immediately terminate the Agreement in writing if the other Party
(a) commits a material breach of any provision of the Agreement and fails to fully remedy such breach within a reasonable time after having been requested to do so in writing; or if it
(b) sell’s material parts of its business, is declared bankrupt, initiates composition proceedings, goes into liquidation or can be assumed to have become insolvent.
Nairabox is further entitled to immediately terminate the Agreement, or at its own discretion immediately close down the Merchant Services, if :
(a) Central Bank of Nigeria or other government authority requests;
(b) the Merchant carries on business contrary to applicable law, good market practice or Nairabox’s ethical rules;
(c) the Merchant is subject to an abnormal/excessive amount of claims with respect to services rendered or goods sold; or if
(d) it reasonably believes that the Merchant has provided incorrect, misleading or incomplete information of material importance to Nairabox.

In the event Nairabox has closed down the Merchant Services, they can be reopened upon written request from the Merchant, provided that the default has been fully rectified to Nairabox’s satisfaction. The Merchant shall be informed within 30 days of a termination of the Agreement and/or of the Merchant Services being closed down.

13.4 Consequences of termination
Upon termination of the Agreement, the Merchant shall return to Nairabox all material and all documents, including copies, concerning the Merchant Services which are in the Merchant's control and possession. The Merchant shall remove trademarks, product names or logotypes related to Merchant Services from any publication or promotion materials of the Merchant. The Merchant shall furthermore remove all links to Nairabox’s website as well as all other information about the Merchant being connected to the Merchant Services.

14. Notices

Any notice, request and other correspondence pursuant to or in connection with this Agreement shall be in English language and shall be sent to the other Party by email, registered mail or personal delivery at its address as specified at the beginning of this Agreement.
Any notice, request or other correspondence pursuant to or in connection with this Agreement shall be deemed validly received by the addressee when the addressee confirms receipt of the email, or on the seventh (7th) day after mailing in case of registered mail, or immediately upon delivery in case of personal delivery.
Nairabox also has the right to notice the Merchant by posting the information on the Welcome page of the Merchant Account. Such notice, if sent by email and shall be deemed received by the Merchant 24 hours after the time of the posting.

15. Miscellaneous

15.1 Severability
Should any provision of the Agreement or part thereof be or become invalid, this shall not mean that the entire Agreement shall become invalid, but instead a reasonable adjustment of the Agreement shall be made to the extent the invalidity materially affects a Party’s benefits from or performance under the Agreement.

15.2 Release of data
Merchant hereby authorise Nairabox to release transaction receipts and any data or other information relating to transaction receipts to any agent of Nairabox or any other party as is reasonably necessary for the purpose of fulfilling Nairabox’s obligations under this Agreement or for the purpose of fraud or other criminal detection.

15.3 Set off
Nairabox shall be entitled to set-off any of Merchant’s liabilities to Nairabox (whether present, future, actual or contingent) against any amounts owing to Merchant. Nairabox does not have to give prior notice to do this. Merchant are not entitled to set-off any liabilities of Nairabox under this Agreement (whether present, future, actual or contingent) against any funds due to Nairabox under this Agreement.

15.4 Trademarks
Merchant hereby grant Nairabox a non-exclusive, worldwide, royalty-free licence to use, display and reproduce Merchant trademarks, or service marks and logos (“Merchant’s Trademarks”) solely for the purpose of listing it on Nairabox’s website in the effort marketing and promoting activities including referring to the Merchant and its business activities when marketing the Merchant Services and when providing information to the Customers. The Trademarks shall be used in accordance with policies as provided by Merchant from time to time.

Nairabox is the proprietor and beneficial owner of all rights of the trademark Nairabox and the website https://www.nairabox.com/

15.5 Entire agreement
This Agreement constitutes the entire agreement between the parties on all issues to which the Agreement relates. The contents of this Agreement supersede all previous written or oral commitments and undertakings.

15.6 Assignment
The Merchant hereby grants Nairabox the right to at any time transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement to any of its affiliates without requiring Merchant’s further specific agreement. Nairabox shall endeavour to provide notice to the Merchant of any transfer. Merchant may not at any time, without the prior written consent of Nairabox, transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement without the prior written consent of Nairabox.

15.7 Amendments
You acknowledge and agree that Nairabox may, at its sole discretion and without liability, make amendments to this Agreement at any time with immediate effect by posting a notice of the amendment on https://www.nairabox.com. Any such revised version of this Agreement will be effective at the time of posting it.

15.8 The Parties’ independence
The Parties are not entitled to represent or bind the other Party vis-à-vis third parties.

15.9 Waiver
Any failure by a Party to exercise its rights under this Agreement or to notify a certain circumstance pertaining to the Agreement shall not be deemed or construed to constitute consent or a waiver in that respect.

15.10 Loyalty and duty to inform
The Parties shall immediately inform the other Party of any circumstances affecting the Parties’ co-operation and commitments under the Agreement, including changes in a Party’s business. Each Party shall participate in such meetings, requested by the other Party, which are necessary for the fulfilment of the Parties’ commitments under the Agreement.

16. Disputes

16.1 This Agreement shall be construed in accordance with and be governed by the laws of the Federal Republic of Nigeria and the Rules and Regulations as published by Nairabox from time to time.