General Terms & Conditions

This General Terms and Conditions (GTC) sets out the general terms guiding the relationship of the Parties, and shall be read together with the Field Agent On-boarding Agreement (“Agreement”) between you and VerifyMe Nigeria Limited. In this GTC, use of the words "We", "Our" and "Us" shall refer to VerifyMe Nigeria Limited, and use of the words "You/ Your"shall refer to the Field Agent engaged by VerifyMe to provide verification services for VerifyMe Nigeria Limited. Reference either Party includes their respective, heirs, legal/personal representatives, successors-in-title and assigns).

For the purposes of this GTC and any alteration/modification hereto, you and VerifyMe shall, wherever the context requires, be referred to as individually as a “Party” or collectively as the “Parties”. Reference to “Agreement” herein shall include this GTC.

The Parties HEREBY AGREE as follows: -

1. SCOPE OF THE GTC

This GTC is a contract between you and VerifyMe and governs your contractual engagement (regardless of the nature) with VerifyMe. This GTC shall be read together with the Agreement executed by the Parties and shall form part of the binding obligations of the Parties therein. The Agreement is hereby incorporated into this GTC.

2. SERVICES

The Field Agent shall on a non-exclusive basis, as an independent contractor, provide the following Services:
2.1 Conduct address verification of customers whose names are listed on the Agent App;
2.2 Complete all assigned verification exercises and provide/upload a complete and accurate verification report within 30hours of being given the instruction by the Company;
2.3 Take clear and correct pictures of the addresses in the Company’s Agent App;
2.4 Provide any other similar verification exercises as may be instructed by the Company from time to time;
2.5 Communicate all customer information between the parties using the Agent App;

3. PAYMENT TERMS

3.1 The Company shall pay the Field Agent the accrued sum every Friday (on a weekly basis) after the successful verification of the set of addresses instructed by the Company.
3.2 In the event that some addresses within the set of addresses (as instructed to be verified by the Company) are not verified or completely verified, then the Company shall only pay for the addresses completely verified pending the successful and complete verification of the remaining addresses which shall be paid the next Friday after the verification. Payment shall be made to the designated Bank account of the Field Agent or in any other manner agreed by the Parties in writing.
3.3 The Company shall have the sole right to change the remuneration of the Field Agent at any time. Such change shall be communicated to the Field Agent before it is applied to Services that arise after such change.

4. CONDUCT

The Field Agent undertakes to provide the Services diligently, lawfully, professionally, in good faith and in accordance with this Agreement or as may be subsequently instructed by the Company from time to time. In carrying out these duties and responsibilities, the Field agent shall comply with all the Company’s policies, procedures, rules and regulations, both written and oral, as are announced by the Company from time to time. It is also understood and agreed to by Field Agent that his assignment, duties and responsibilities and reporting arrangements may be changed by the Company in its sole discretion without causing termination of this Agreement. The Field Agent undertakes never upload, post or introduce any false, unlawful, or harmful content or software, programs or codes on to VMN’s Agent App;

5. CONFIDENTIALITY

5.1 The Field Agent shall not divulge to any third Party any information arising from this Agreement whether communicated by the Company orally or in writing or in any form whatsoever without the prior written consent of the Company, save where such disclosure is in the public domain by no fault of the Field Agent, demanded by an order of a law court of competent jurisdiction or a tax authority, or by directive of a government or government authorized agencies, provided that (as far as possible) prior to making such disclosures, written notification of the demand received by theField Agent has been given to the Company without delay. The Field Agent undertakes it shall take all appropriate security measures and reasonable precautions against any unauthorised or unlawful processing of data and against any accidental loss or destruction of, or damage to any data generated or received pursuant to this Agreement.
5.2 The Field Agent undertakes and warrants that it shall only use any data or Confidential Information for the purposes of the Agreement and for no other purpose at all. The Field Agent shall indemnify VerifyMe against any cost, losses, liabilities and expenses including reasonable legal costs arising from any claim by a third party or any claimed infringement or violation of data privacy with respect to the Agreement.
5.3 The provisions of this Clause shall remain valid and enforceable after the termination of the Agreement.

6. INDEMNITY

The Field Agent agrees to indemnify the Company against any loss, liabilities, claims, damages or expenses arising from its action, misconduct, criminal actions, breach of contract or negligence in the performance of the Service, including losses. liabilities or damages arising from incorrect or incomplete verification information.

7. TERMINATION

Either Party may terminate this Agreement by giving each other 14-days’ notice. Either Party may terminate this Agreement in the event of breach by a party where the breaching party fails to remedy the breach within 10 working days of receipt of notice of breach. Termination of this Agreement shall not affect any right that has accrued at the time of the termination. Upon the termination of this Agreement, the Field Agent shall upon request at any time by the Company, and within 5 working days, return all information, confidential information, intellectual property, documents, data, equipment, and other materials made available by the Company and all copies thereof

8. WAIVER AND VARIATION

Subject to the terms of this Agreement, no variation, addition, deletion, waiver, or consensual termination of this Agreement or any part of this Agreement shall be effective unless reduced to writing and signed by or on behalf of Parties, or in the case of a waiver, by the Party so waiving its right in writing.

9. FORCE MAJEURE

Neither Party shall be liable for any delay in performing its obligations under this Agreement where such delay is caused by the occurrence of an extraordinary event or circumstance beyond the control of a Party which prevents or limits the ability of that Party to perform any of its obligations under this Agreement (Force Majeure Event), provided that notice of such Force Majeure Event is given to the other Party within 3 working days of its occurrence. The Company shall have the right to terminate this Agreement if the Force Majeure Event subsists for more than 15 (fifteen) working days.

10. INTELLECTUAL PROPERTY RIGHTS

The Field Agent agrees that all verification reports and all intellectual property rights created or arising pursuant to this Agreement shall be the sole property of the Company. The Field Agent shall not sell, disclose, transfer or gift the verification reports to any third party without the prior written consent of the Company. Nothing in the Agreement shall be deemed to license, assign, transfer or grant any of the Company’s intellectual property rights, now or in the future to the Field Agent, except agreed in writing.

11. NON-CIRCUMVENTION

The Field Agent agrees not to, in any manner, directly or indirectly circumvent, avoid or bypass the Company in the operation of this Agreement or in any transactions with any third party in connection with and for the purpose of this Agreement so as to otherwise deprive the Company of any of the benefits intended under this Agreement.

12. MISCELLANEOUS

Nothing in this Agreement shall be construed as creating an agency-principal, partnership, or employment relationship between VerifyMe and the Field Agent. The Field Agent shall at all times during the validity of this Agreement and in the course of providing the Service be an independent contractor.
12.2 The Field Agent shall not assign or transfer any rights or obligations created under the Agreement without the prior written consent of the Company.
12.3 This Agreement shall be governed by the Laws of the Federal Republic of Nigeria. In the event of dispute, Parties shall attempt to resolve all disputes amicably within 20 working days or such further period as Parties may mutually agree. Where amicable resolution fails, either Party may can explore any dispute resolution available in law.