Vendy’s Merchant Services Agreement
Last updated: September, 20th 2023
This Merchant Services Agreement (referred to as the "Agreement") constitutes a legally binding contract between Vendy Limited (referred to as ‘’Vendy’’, ‘’ We’’, ‘’Our’’, or ‘’Us’’ which includes (Our successors-in-title and assigns) and the Merchant (“You”, or “Your” which includes Your successors-in-title and assigns) who has set up an account for the purpose captured under this Agreement.
Vendy and the Merchant may jointly be referred to as the “Parties” and individually as the “Party” in this Agreement.
Introduction
We are a payment solution company streamlining and simplifying payment activities by making them as simple as a chat, empowering businesses to accept payments from their customers on WhatsApp (the “Vendy Product”), with the payment channeled through WhatsApp Payment (the “Payment Solution”).
You intend to utilise the Payment Solution to process payments for goods and/or services rendered to Your Customers (the “Services”).
This Agreement therefore governs Your use of our Payment Solution and You agree to the following:
1. Definitions
1.1 In this Agreement, the following terms has the meanings specified under (except the context otherwise requires):
“Agreement” means this Merchant Services Agreement.
“Business Day” means any weekday (Monday-Friday) other than Saturdays, Sundays or public holidays as declared by the Federal Government of Nigeria from time to time.
“Chargeback” means the process of reversing a transaction or requesting repayment for a previously settled or remitted payment. Reasons for Chargebacks can vary and may include, but are not limited to:
- Unauthorised transaction: The transaction amount was not authorised by the Customer.
- Suspected fraud: there are suspicions of fraudulent activity related to the transaction
“Customer(s)” means individuals or entities who receive goods or services from the Merchant or all end-users of the Payment Solution.
“Confidential Information” means any information whether or not recorded in documentary form, or stored on any magnetic or optical disk, memory or cloud storage, relating to the business, products, services, clientele, clientele’s business operations, business, and board of directors affairs, and finances of either Party for the time being confidential to either Party and trade secrets including, without limitation, technical data and know-how relating to the business of either Party or any of its suppliers, clients, customers, agents, assignees, shareholders or management, including, but not limited to, information that either party receives or obtains in connection with the provision of the Services, whether or not such information is marked confidential.
“Data Controller” means a person or entity who either alone, jointly with other persons or in common with other persons or a statutory body determines the purposes for and the manner in which personal data is processed or is to be processed.
“Data Processor” means a person or an entity that processes personal data.
“Effective Date” has the meaning given to it in clause 2.1
“Government” means the Government of the Federal Republic of Nigeria or any federating unit.
“Initial Term” shall have the meaning given to it in Clause 2.1.
“KYC” means Know Your Customer; the mandatory process of identifying and verifying a Customer's identity.
“Payment Solution” has the meaning given to it in Paragraph A of the Recital to this Agreement.
“Payment Schedule” means the arrangement in relation to when and how funds are transferred by the partner bank to the Settlement Account.
“Services” shall have the meaning given to it in Paragraph B of the Recital to this Agreement.
“Settlement Account” means the account supplied by the Merchant for the settlement of the funds due to the Merchant.
“Territory” means the Federal Republic of Nigeria.
“Vendy Products” has the meaning given to it in Paragraph A of the Recital above.
“WhatsApp Payment” means an online payment channel that enables the end user to complete a payment transaction with the Merchant. This is powered by the WhatsApp chatbot.
1.2 In this Agreement, a reference to:
A statutory provision includes reference to the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement and any subordinate legislation made under the statutory provision whether before or after the date of this Agreement.
A person includes a reference to natural persons, firms, partnerships, companies, corporations, associations, organisations, and trusts but a reference to an individual refers to a natural person only.
A Clause or Schedule, unless the context otherwise requires, is a reference to a Clause or Schedule in this Agreement.
Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
Words importing the singular include the plural and vice versa.
Words importing a gender includes all genders.
The use of the term "including" followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and any contrary rule of interpretation shall not be applied in the interpretation of such general wording or such specific examples; and
The schedule(s) in this Agreement form an integral part of this Agreement.
The headings of the several Clauses of this Agreement are inserted solely for convenience of reference, and in no way define, describe, limit, extend or aid in the construction of the scope, extent, or intent of this Agreement or of any term or provision in this Agreement.
2. Term and Renewal
2.1 This Agreement commences on the day You accept to be bound by Our Terms and Conditions, Privacy Policy and this Agreement (Effective Date) and shall continue for a period of 1 (one) year (the “Initial Term”) unless any Party terminates the Agreement in accordance with the Termination Clause of this Agreement.
2.2 Upon expiry of the Initial Term, this Agreement shall automatically renew for another 1 (one) year until terminated in accordance with this Agreement.
3. Obligations
3.1 You shall:
conduct an effective KYC on Your Customers and collect KYC information including but not limited to basic information such as Customer name, age, address, phone number, service purchased, and delivery address, email address, Government-issued IDs, bank account details, and gender
furnish Us with the KYC information obtained from the Customer upon request;
on Our first request, You shall supply Vendy with information relating to particulars of Your business (business name, registration number, business address, email and phone number, business URL or socials), nature of Your business, information about beneficial owner(s), principals, partners or representatives, as well as any licences or registrations required of You to provide the goods and services, and any other information so required by Us;
ensure that Your use of the Services complies with all laws related to the use of financial services, privacy law, unfair competition law, false advertising, and any other relevant laws, regulations, or guidelines issued by relevant authorities;
ensure that You have adequate security measures to guarantee protection against fraud;
promptly notify Us if You notices or suspects that an unauthorised third party uses the Services;
promptly notify Us of any error relating to the Services immediately such error occurs. We shall not be liable for any damages or loss occasioned on account of late notification of any errors;
collaborate with Us to resolve any error relating to the Services. We will not be liable for any damages or loss occasioned by any unresolved error following Your refusal to collaborate or assist Us in resolving such error;
ensure that Your employees, representatives, or personnel are competent to operate the Services in line with this Agreement.
3.2 You must notify Us within 14 (fourteen) Business Days of the occurrence of any of the following in respect to Your business:
modification to the composition of Your business’s shareholding, alteration in ownership or control, or restructuring of the business that affects a minimum of 25% of Your business's assets or shares;
a material change to the nature of Your goods, services, or operations;
a judgement, writ, or any court pronouncement to enforce a judgement sum against 25% of the total assets of the business;
an adverse change to Your business's financial state which may equally impact Your ability to settle Your debts or carry out any of Your obligations under this Agreement; and
an anticipated investigation or enforcement action by any relevant regulator or law enforcement agency, or a change in regulatory status, or revocation of relevant operation license by the relevant licensing authority as the case may be.
3.3 We shall:
provide the Services to You with reasonable effort and care in accordance with industry practices;
use reasonable efforts to correct a problem or provide You with an alternative, including a temporary workaround if such problem exists after confirmation from Our investigation.
install and set-up any hardware or software to enable You use the Services;
render security advice and technology support to You purely on a discretionary basis; and
provide a communication channel for Your complaints and enquiries.
4. Prohibited Activities
4.1 You shall not or otherwise assist or do any act to enable any person to do the following:
Facilitate the use of the Service for any entity or person who to the best of Your knowledge is sanctioned, embargoed, or blocked by the Government, or under any investigation for financial crime, or terrorism;
Access or attempt to access Our non-public systems, programs, data, or services without authorisation;
Use the Services for any unlawful transaction or for any infringing, threatening, abusive, obscene, defamatory, fraudulent purposes or, any act that may damage Our reputation;
Circumvent or attempt to circumvent any technical limitations of the Payment Solution or enabling functionality that is disabled or prohibited by Us;
Breach, interfere with, or otherwise work around any security or authentication measures of the Payment Solution;
Impose an unreasonable or disproportionately large load, flood, or spam the Payment Solution;
Scan or test the strength or vulnerability of any part of the Payment Solution without prior written permission from Us; and
Assign or transfer any rights granted under this Agreement to a third party without Our express consent.
4.2 We may refuse, attach a condition to, or suspend any transaction which We suspect:
violates this Agreement; or
is unauthorised, fraudulent, or illegal; or
exposes You or Us to risks.
4.3 In the event that any of the prohibited activities outlined in Clause 4.1 occur, We will:
suspend the particular transaction; or
in extreme cases immediately terminate this Agreement, pursue legal remedies for the breach, and seek damages resulting from such occurrence.
4.4 We are committed to upholding ethical and legal standards, as such, We will report and share any information regarding prohibited activities, fraudulent transactions, or illegal conduct on our Payment Solution to the relevant authorities or law enforcement agencies. Such information may include information about You, the transaction, and the Customer.
5. Additional Data/Information
5.1 We may at any time during the term of this Agreement demand additional information from You to verify beneficial ownership or control of Your business, validate information supplied by You, verify Your Identity or Your representative, assess Your financial capacity, and assess the risks associated with Your business.
5.2 Documents requested may include business licences, government-issued identifications, invoices, or utility bills.
5.3 We reserve the right to terminate this Agreement based on the information gathered.
5.4 If you fail or refuse to comply with Our request for additional data or provide the necessary documents to assist Us in obtaining the required information, We may terminate this Agreement.
6. License
6.1 We grant You a non-exclusive, revocable license to channel Your Customers through the Payment Solution within the Territory.
6.2 You shall not sub-licence, assign or otherwise transfer the rights granted in Clause 6.1 to Your affiliates, customers or to any third parties for the purpose of any transaction.
7. Additional Components
Our terms of service and our privacy policy are incorporated by reference into this Agreement and provide additional terms which regulates this Agreement.
8. Confidential Information
8.1 Each Party shall keep confidential and shall not disclose to any other person, nor use for any purpose except the purposes of this Agreement, any Confidential Information obtained from the other Party as a result of negotiating, entering into or implementing the terms and conditions of this Agreement other than information which:
disclosure is mandated by operation of law, a binding judgement or order, or any requirement of a competent authority. The Party disclosing under this paragraph shall make reasonable efforts to limit the degree of such disclosure to exactly the information demanded.
is or becomes within the public domain otherwise than through the default of the Party receiving the Confidential Information; or
the receiving Party otherwise rightfully obtains from third parties without breach of any obligation of confidentiality; or
are independently developed by employees of the receiving Party with no knowledge of or access to such information.
8.2 Each Party shall impose the same confidentiality obligations set out in Clause 8 to their employees, personnel, and representatives who may have access to any Confidential Information for the purpose of this Agreement.
8.3 It is agreed by the Parties that the mutual non-disclosure obligations created under this Agreement shall cover all communications and representations of the Parties, including but not limited to all disclosures made prior to entering into the Agreement and communications relating to, with or about any of their privies, related or unrelated third parties, their directors, servants, and officials.
8.4 On the termination of this Agreement, each Party shall:
return to the other Party all documents and materials and any copies containing, reflecting, incorporating, or based on the other Party’s Confidential Information; and
at the election of the other Party, return or erase all the other Party's Confidential Information from its computer and communications systems and devices used by it, including such systems and data storage services provided by third parties to the extent technically practicable and shall certify in writing to the other Party that it has complied with any of the obligations in this Clause.
8.5 The confidentiality obligations set out in this Clause shall continue throughout the Term of this Agreement and for a period of 3 (three) years from the termination of this Agreement.
9. Intellectual Property
9.1 All Intellectual Property rights, title, and interest, including all copyrights (including rights in derivative work), trademarks, patents, trade secrets and other proprietary rights, in all ideas, methodologies, concepts, research, written materials, in any form or embodied in the Payment Solution, software, API, or any technologies used to deliver the Services is owned by Us.
9.2 At any time, We reserve the right to make alterations, make changes to the Payment Solution, software, API, or other technologies used to deliver the Services, or make available a new version thereof, and to require that You procure or install any such new version to be able to continue using the Services.
9.3 You shall use reasonable endeavours to prevent any infringement of Our Intellectual Property rights and shall promptly give Us written notice of any such infringement that comes to Your attention.
9.4 You shall not perform, allow, or do any act to enable any unauthorised third party to perform any action that might infringe Our Intellectual Property right.
9.5 With Our written permission, You may carry out marketing with Our brand identifiers or trademarks provided that such does not represent or purport to represent any partnership, affiliation, sponsorship, or relationship not intended under this Agreement, and does not pose a threat to Our reputation.
9.6 During the term of this Agreement, We may publicly identify You as a user of Our Payment Solution.
9.7 Upon termination of this Agreement, both Parties shall remove every public reference of the relationship contemplated under this Agreement from the Parties' respective website, social media accounts, and any other business material.
10. Data Processing
10.1 For the purpose of this Agreement, You are the Data Controller, and We serve as the Data Processor on Your behalf.
10.2 You authorise Us to process personal data in accordance with the terms of this Agreement and within the scope of lawful instructions reasonably given by You from time to time.
10.3 All such personal data shall be deleted or returned to You, to the extent technically practicable, upon the termination of this Agreement unless We are required to retain such personal data pursuant to any applicable Laws.
10.4 You agree to keep Us indemnified from any action or claim from the Customer arising from any of Our action or omission which clearly emanates from Us acting upon the instructions received from You.
11. Data Protection
11.1 Parties shall always strictly comply with all applicable Laws pertaining to the collection or processing of personal information of data subjects and data protection policies and procedures which may be in force from time to time within the Territory; including but not limited to the Nigeria Data Protection Act, 2023 and the Nigerian Data Protection Regulation, 2019.
11.2 You warrant that you shall obtain all necessary rights and consent under applicable laws to disclose to Us, or allow Us to collect, use, retain, and disclose, any personal data of the Customers for the purpose of this Agreement.
11.3 It shall be Your sole responsibility to inform Your Customers that We process transactions on Your behalf for the purpose of collecting consent to share their personal data, and consequently, You may share Customers’ personal data with Us.
11.4 Parties shall establish and maintain adequate technical and organisational measures that meet the required standards to safeguard personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage. These measures should consider the potential risks and harm associated with the data, the nature of the data itself, technological advancements, and cost implications.
11.5 Subject to applicable Law, Parties shall not retain data for longer than may be necessary for the purpose for which such data is collected.
11.6 The Parties shall ensure that all data received for the purposes of this Agreement are used in conjunction with the Services and any other permitted usage contemplated under this Agreement.
11.7 In the event of any data breach in relation to this Agreement, We shall notify You of such breach and take reasonable steps under applicable data protection laws and regulations in the Territory to remedy such breach, including notification of extant regulatory authorities as the case may be.
11.8 Each Party agrees to ensure that its employees are made aware of its obligations under this Agreement; and placed under similar obligations of confidentiality and privacy.
12. Right to Audit
12.1 You shall allow Us to conduct an audit of Your systems and facilities using a third-party auditor approved by Us for the following reasons:
If You have reasons to believe there has been a breach or compromise of data on Your system, website, facilities, or app, issue a report to Us, any Government agency, or relevant regulatory bodies.
to inspect Your location to guarantee that You maintain the proper facilities, equipment, inventory, licenses and permits necessary to conduct Your business.
to fulfil any request by a regulatory authority.
to ensure Your compliance with this Agreement.
verify Your compliance with Your statutory obligations.
12.2 You agree to:
grant access and fully cooperate with the third-party auditor and provide access to any required information or assistance provided that a 10 Business Days’ notice is served on You.
allow the third-party auditor to meet with Your employees, agents, or personnel and ensure that Your employees, agents, or personnel provide all explanations and assistance reasonably necessary to perform the audit effectively.
12.3 The third-party auditors may carry out such audit within normal working hours and may inspect, audit, and make copies of Your books, records, and any document making reasonable efforts to minimise any disruption to Your normal business activities.
13. Payment and Fees
13.1 The third-party auditors may carry out such audit within normal working hours and may inspect, audit, and make copies of Your books, records, and any document making reasonable efforts to minimise any disruption to Your normal business activities.
13.1 Merchant Service Fees
We shall charge the rates and fees for the Services in line with Our pricing schedule
We may revise these fees from time to time provided that at least 30 (thirty) days’ notice of such fee review is given to You or such shorter notice if the reason for the review follows a regulatory directive or any applicable laws.
13.2 Taxes
Unless otherwise stated, all fees and payments charged shall be exclusive of VAT and You shall be personally responsible for any applicable taxes under any applicable Laws.
You shall have the sole responsibility of determining which taxes apply to the sale of Your products and services. You shall be sole responsible for collecting, reporting and remitting any taxes to the appropriate tax authority.
13.3 Settlement and Payout
We shall initiate a transfer of funds to the Settlement Account less fees, refunds, Chargebacks, and any other financial liabilities You may owe us.
You affirm that any information about the Settlement Account supplied to Us is accurate as We shall not bear any liability if You provide any wrong detail resulting into:
i. Our settling funds to the wrong account;
ii. delay in transfer of settlement funds; or
iii. any loss of funds to You or to a third party.
You must promptly notify Us if You fail to receive any transfer of funds or if you wish to make any changes to the details of the Settlement Account.
For the purpose of Clause 13.3(c) above, We may demand of You proof of failure to receive the transfer of funds.
13.4 Payout Time
We shall initiate the transfer not later than 5 (five) Business Days after the transaction if reasonably practicable.
We shall not be liable for any delays occasioned by network issues, Our partner bank, or the financial institution where the Settlement Account is held.
We reserve the right to liaise with Our partner bank or the financial institution where Your Settlement Account is held, to change the Payment Schedule or initiate a suspension of settlement of funds to the Settlement Account for any reason but not limited to:
i. where required by Law or order of the court;
ii. upon reasonable suspicion of fraudulent or suspicious activity; or
iii. where there are pending, anticipated, or excessive Chargebacks, refunds or reversals.
Where We suspend or vary the Payment Schedule for any reason, We shall notify You.
13.5 Chargebacks
You agree that any Chargeback disputes raised by the Customer shall be resolved in accordance with Our Dispute Resolution Timeline of this Agreement.
You accept that You shall be liable to Us for the amount, fines, or cost incurred by Us as a result of Chargebacks, and as such, You authorises Us to offset from funds due to You or to debit the Settlement Account for the amount of all Chargebacks.
You agree to fully cooperate with Us in complying with any rules regarding all Chargebacks.
13.6 Deductibles
You agree that the settlement of any amounts due under this Agreement shall be a net payment, We may deduct any amount You owe Us including all fees, reversals, Chargebacks, refunds, or other financial obligations arising out of this Agreement, or any other agreement entered with Us.
In the event that the settlement funds are not sufficient to cover the amount due to Us, We shall have the option of liaising with the financial institution holding the Settlement Account to debit it, or any other bank account operated by You or set-off the balance of the amount due from future payouts.
Upon Our request, You agree to provide Us with the necessary bank information and grant Us permission to debit amounts due from Your bank account.
13.7 Deposit
To guarantee the performance of Your obligations, including any financial obligations You may owe in the future under this Agreement, We may request that You provide security in such form or over such assets as may be reasonably required by Us.
You agree to execute and deliver any document and pay any associated fees necessary and incidental to creating, perfecting, and maintaining the security in the form and over such assets as We may reasonably be required.
We may at Our sole discretion call for an increase in the level of security held.
Upon termination of this Agreement, We may retain such amount from the security, and settlement payable to You to cover risks of Chargebacks, refunds, or any potential loss, damages, for a period of 180 (one hundred and eighty) Business Days, and in the event that such retained amount is not sufficient, We shall write You and You shall ensure that You pay the balance within 15 (fifteen) Business Days from the date of receipt of the demand notice and shall at all times keep Us indemnified in this respect.
14. Security and Fraud Control
14.1 Each Party shall be responsible for protecting the security of Data in their possession from unauthorised access, accidental loss, modification, or general breach, and comply with all laws and payment method rules.
14.2 You agree to present to Us on demand, evidence of compliance with applicable laws or payment method rules when handling or maintaining Data in Your possession and that noncompliance with the demand shall be a ground for Us to terminate this Agreement.
14.3 We may make suggestions of security controls, but we do not guarantee that You or Customers shall not be exposed to fraud or security breaches all the same. Consequently, You agree to review all the suggested security controls and choose those that are appropriate for Your business. You shall make the final decision over the security control to adopt and shall be solely responsible for any security controls You adopt and any losses, fraud or breaches that may result from the failure or inadequacies of such security controls.
15. Force Majure
15.1 Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing its obligation in this Agreement if such delay or default is caused by conditions beyond its control including, but not limited to acts of god, power surge or failures, failures in communication networks, legal constraints, attack on and destruction of a Party’s facilities, unavailability of materials, Government restrictions, an outbreak of disease, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.
15.2 The Party so affected shall use all reasonably possible means to avoid or remove the causes of non-performance and shall continue performance under this Agreement. Whenever such causes are removed or reasonably diminished the Party so excused shall inform the other Party as soon as possible followed in writing.
15.3 The Party so affected or prevented by the Force Majeure event shall promptly notify the other Party in writing of the existence of the Force Majeure event, the anticipated length of delay, the cause of the delay, and a timetable by which any remedial measures shall be implemented.
15.4 If the Force Majeure event is not remedied within 30 (thirty) days, the Party not affected by the Force Majeure, notwithstanding the provisions of Clause 18, may terminate this Agreement by providing written notice to the other Party.
16. Notices
16.1 Any notice, demand or communication given under this Agreement shall be in writing and deemed duly served if left at or sent by registered mail to or received at the above-written address of each Party. For the purposes of this Agreement, a requirement in writing shall include electronic email:
For: VENDY
To: The Chief Executive Officer
hello@vendy.money
24A Prince Adelowo Adedeji Street
Lekki Phase 1, Lagos
16.2 We shall send You any notices or correspondence to the email addresses, phone number, or physical address provided upon signing up for the Services.
16.3 Any Party may change its address for notices under this Agreement by giving formal written notice to the other Party, specifying that the purpose of the notice is to change the Party’s address. For notice purposes, both Parties agree to keep each Party informed at all times of its current address.
17. Anti-Bribery and Anti-Corruption
17.1 You shall during the term of this Agreement:
comply with all applicable laws, statutes, guidelines, codes, and regulations on anti-bribery and anti-corruption within the Territory;
not do any act or omit to do any act which may put Us in a position of liability for non-compliance with anti-bribery and anti-corruption requirements;
notify Us if You become aware of or receives a request or demand for any improper financial or other advantages in relation to the execution of this Agreement;
ensure that You impose the same anti-bribery and anti-corruption obligations on all Your employees, agents, or personnel or any person engaged in the performance of Your obligations under this Agreement. Where such employees, agents, or personnel or any person engaged in the performance of Your obligation fails to observe the anti-bribery and anti-corruption obligation, You shall be held directly liable.
18. Termination
18.1 Either Party may terminate this Agreement without cause upon giving 30 (thirty) days’ written notice to the other party.
18.2 Notwithstanding the provisions of this Agreement, We may have the sole discretion to summarily terminate this Agreement for the following reasons:
We determine that You are ineligible for the Services due to significant fraud or credit risk, or any other risks associated with Your Account.
If the Services are used for any prohibited activity or You fail to comply with any provisions outlined in this Agreement.
if required by applicable laws, regulatory directives, payment method providers.
if You engage in fraud, or carries on misrepresenting any information supplied in furtherance of Your obligation under this Agreement;
if You cease to do business in the ordinary course or are insolvent (i.e., unable to pay Your debts in the ordinary course as they become due) or subject of any liquidation or insolvency proceeding or You are declared bankrupt by a court of competent jurisdiction or makes any assignment for the benefit of creditors.
in the event that Your financial position deteriorates to an extent that reasonably justifies the belief that Your ability to fulfil the terms of this Agreement is at risk.
where You do not satisfy Our initial due diligence checks.
18.3 Effects of Termination:
This Clause shall not absolve You of any obligations incurred prior to such termination, nor shall it deprive Us of any obligation, rights, benefits, compensation, or damages that were due or that may arise due to the termination resulting from Your actions or omissions.
Upon termination of this Agreement You Agree to disclose to Your Customers the cessation of the use of Vendy Payment Solution by placing notices in a conspicuous place including but not limited to, Your websites and social media pages.
You shall take down any Vendy logo and other brand identities from Your website or any other place where they may have been put up.
Termination of this Agreement ends all licenses and permission granted to You under this Agreement.
We shall not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of information or account data.
19. Variation
19.1 You agree that We shall always have the right to vary, amend, or impose new conditions on the use of the Services by providing notice of such change in line with the forms of notices in Clause 16.
19.2 Any amendment or variation to this Agreement or Schedules to this Agreement shall be deemed to come into effect on the date specified in the notice and You shall be deemed to have accepted the amendment or variation if You continue to use the Services, after the commencement date stated in the notice. However, the commencement date for any notices shall not be less than 2 (two) weeks from the date of the notice, except in cases where the amendment is made in compliance with a new regulatory directive or the application of any applicable law or regulation for which a shorter commencement date may be imposed.
19.3 You may notify Us of any objection before the stated commencement date of any amendment, or within 3 (three) Business Days after, and if We refuse to withdraw the changes, You may terminate the Agreement immediately by giving notice to Us.
20. Assignment
20.1 You may not assign any rights or obligation in this Agreement to any third party without Our prior written consent.
20.2 Where consent referred to in Clause 20.1 is given, such assignee or any third party assuming Your obligations must agree to assume all of Your rights, liabilities, and obligations in this Agreement.
20.3 Subject to any applicable law, We shall at any time have the right to assign this Agreement to any third party without Your prior consent.
20.4 We reserve the right to appoint an agent, consultants, or sub-contractors to perform any of Our obligations under this Agreement on Our behalf without prior notice to You or assign.
21. Non-Solicitation
You agree that You shall not without the written consent of Vendy at any time during the term of this Agreement and for a period of 2 (two) years after the end of the term or termination of this Agreement, solicit or entice away or attempt to solicit or entice away from Vendy or employ the personnel or employee, consultant, or sub-contractor of Vendy.
22. Warranties
22.1 We warrant that:
We have the requisite license and authority to offer the Services in this Agreement;
We have skilled employees and personnel capable of fulfilling Our obligation under this Agreement;
We have obtained licenses for any third-party software used to perform Our obligation under this Agreement.
22.2 You warrant that:
You have the power to enter into this Agreement;
You are a validly organised and validly existing business with good standing under the law and have the authority to perform the obligations under this Agreement;
all information You shall supply to Us shall be accurate and You shall bear responsibility for any damages or liabilities that may arise as a result of any false information or data supplied to Us;
to the best of Your knowledge there is no agreement, legal action, suit or claim pending, or being threatened which shall substantially affect Your capacity to carry out the obligations contemplated in this agreement or even enter the relationship contemplated under this agreement in the first instance;
You shall comply with all laws, regulations, and regulatory directives applicable to Your business or the use of the Services;
You shall use the Services only for the permitted transactions contained in this Agreement;
You shall not use the Services for any illegal services, unauthorised, or fraudulent undertaking;
22.3 We may terminate this Agreement if You fail to comply with the warranties in Clause and shall be liable in full for all damages incurred to the Company, including any loss suffered on account of such non-compliance.
23. Relationship of the Parties
By accepting to be bound by this Agreement, neither Party shall be deemed to be a representative, agent or employee of the other Party, nor, unless otherwise expressly specified in this Agreement, shall either Party have any authority or right to assume or create any obligation of any kind or nature, express or implied, on behalf of, or in the name of the other Party, nor to bind the other Party in any way, except on the specific prior written authorisation of the other Party and in furtherance of the terms of this Agreement.
24. Indemnification
You agree to be liable, defend and hold Us harmless, Our affiliates, partners, respective employees, officers, directors, or agents, and service providers against any claim, suit, demand, loss, liabilities, brought by a third party against Us for any claim resulting from:
You, Your employees, or agent’s willful or negligent breach of any provision of this Agreement, and any third-party claim emanating from such breach;
any third-party intellectual property claims;
any liability emanating from any fraudulent act or omission, or any inaccuracy in Your promotional materials relating to the Services;
You, Your employees’, or agent’s breach of any applicable law, statute, guideline, or regulation.
25. Limitation of Liabilities
25.1 We shall not be liable for any act or omission of a third party not acting on Our instructions.
25.2 Our liability to You shall be limited to direct damages, claims or losses arising from or in connection to this Agreement, whether in contract, tort or any other legal principle.
25.3 We merely facilitate the acceptance of the Customer’s payment for the services or goods. We make no warranty to the quality of the goods or services provided by You.
25.4 We do not warrant that the Payment Solution, the Vendy Product or any other technology used to carry out Our obligation under this Agreement shall be uninterrupted or error free; nor do We make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Agreement, the Services are provided “as is,” and We disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
25.5 Our total liability shall not exceed the total amount of the fees charged in respect of Your use of the Services during a period of 12 (twelve) months preceding the event causing the claim for liability.
26. Severability
26.1 If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the activities contemplated hereby is not affected materially.
26.2 Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Parties shall modify this Agreement so as to affect the purpose as closely as possible in an acceptable manner to the end that the purpose is fulfilled to the fullest extent possible.
27. Entire Agreement
This Agreement constitutes the entire Agreement of both Parties with respect to the subject matter of this Agreement and supersedes all prior Agreements both oral and written, between the Parties with respect to the subject matter of this Agreement.
28. Dispute Resolution
28.1 Any dispute arising out of or in connection with this Agreement which cannot be settled amicably between the Parties within 7 (seven) days shall be submitted to the Lagos State Multi-Door Court House for Mediation by any Party.
28.2 For the purpose of this Clause 30, a dispute is deemed as declared, when a Party delivers a written notice to that effect to the other Party. The venue of Mediation shall be in Lagos State, Nigeria.
28.3 Both Parties must give constructive consideration and attendance to the mediation and in the event that the Parties are unable to settle the dispute by the end of the mediation process at the Lagos State Multi-Door Court House, the Parties shall refer the dispute to the Nigerian Courts.
29. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
