Agent Terms & Conditions
This Terms and Conditions (T&C/Contract) sets out the general terms guiding the contractual relationship between you (the "Agent") and VerifyMe Nigeria Limited ("VerifyMe/company"). In this Contract, use of the words "we", our and "us" shall refer to VerifyMe, and use of the words "you/your" shall refer to the Agent engaged by VerifyMe and registered on its Agent App to provide verification services ("services") for VerifyMe Nigeria Limited. Reference to either Party includes their respective, heirs, legal/personal representatives, successors-in-title and assigns, as applicable.
For the purposes of this Contract 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".
The Parties hereby agree as follows: -
Your engagement as an Agent is on a non-exclusive basis, accordingly, VerifyMe shall have the right to engage other agents to provide similar services.
VerifyMe shall have the right to seek further clarifications with respect to the report or demand full compliance with the obligations in clause 3 if the verification does not conform with the standards specified by the company.
Where any verification is not properly conducted, VerifyMe shall have the right to demand that you properly conduct such verification at no additional cost to the company.
VerifyMe reserves the right to reassign any delayed address that has been assigned to an Agent and not completed within 6 (six) hours, unless VerifyMe has been promptly notified of the reasons for the delay and an extension has been granted at the sole discretion of the company.
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 payment date after the verification.
Payment shall be made to your designated Bank account or in any other manner agreed by the Parties in writing.
VerifyMe shall have the sole right to review the remuneration of the Agent at any time. Such change shall be communicated to you before it is implemented.
You undertake to comply with all the company’s policies, procedures, rules and regulations (both written and oral) relating to this Contract and the verification services.
You agree that your assignment, duties and responsibilities and reporting arrangements may be changed by the company in its sole discretion without causing termination of this Contract.
You undertake not to act in any way likely to injure or cause damage to VerifyMe, its clients or the applicants, or cause the quality of services rendered to be impaired in any manner whatsoever.
You undertake to observe all relevant laws and regulations applicable to this Contract and the services including the Nigeria Data Protection Regulation, 2019 and comply with any directions made by any competent regulatory authority concerning the fulfilment of your obligations under this Contract.
You shall in the performance of the services exercise the highest standards of honesty and integrity, and shall not be involved in forgery, falsification, fraud, bribery, corruption, impropriety, or other dishonest activity.
You agree that the following acts are expressly prohibited and shall be considered a material breach of contract:
If you breach of any of the restrictions in clauses 7.1 or 7.2 of this Contract, VerifyMe shall have the right to temporarily suspend you or permanently deactivate your access to the Agent App.
You undertake that you shall take all appropriate security measures and reasonable precautions against any unauthorised or unlawful processing or disclosure of data and against any accidental loss or destruction of, or damage to any data generated or received pursuant to this Contract.
You undertake and warrant that you shall only use any data or confidential information disclosed to you for the purposes of this Contract and for no other purpose at all.
You shall not copy, reproduce, transfer, assign, gift, create alternate database, sell, decompile, or replicate the whole or part of any confidential information, intellectual property or verification report disclosed to you or obtained pursuant to this Contract.
You shall immediately notify VerifyMe if you become aware of a breach of this clause or when a data breach has occurred in the course of your services. In the event of a data breach, you shall cooperate with the company in ensuring that the breach is rectified as quickly as possible.
The provisions of this clause shall remain valid and enforceable after the termination of the Contract.
For purposes of this clause, the term "disparage" includes, without limitation, comments, publications, posts, reports, written or oral statements, allegations, representations, or remarks in any form of media (including social media), whether directly or indirectly, (including the repetition or distribution of derogatory rumours or jokes, allegations, negative reports or comments) to any person or entity, that in each case is intended to, or can be reasonably expected to, materially damage, derogate, defame, slander, portray in a negative light, adversely impair the reputation and integrity of, or negatively impact VerifyMe, its affiliates, clients, products and services, goodwill or commercial interests.
You acknowledge and agree that as an independent contractor, you are personally responsible for your personal wellbeing, health and safety. VerifyMe shall not be liable for any damage, injury, illness of any kind, caused to you by any third party or to which you are exposed during the performance of your obligations under this Contract.
Either Party may terminate this Contract in the event of breach by a party where the breaching party fails to remedy the breach within 5 (five) days of receipt of notice of breach. This cure period shall not apply to delayed verifications which shall be completed within the timeline completed by the company.
VerifyMe shall have the right to suspend you or terminate this Contract with immediate effect if you commit a material breach of this Contract or repeatedly breach any terms of this Contract. Any permanent deactivation of your access to the Platform shall be taken as an immediate termination of this Agreement.
Termination of this Contract shall not affect any right that has accrued at the time of the termination.
The termination of this Contract shall not affect any provisions of this Contract which by their nature are expected to survive the termination, including clause 7 (Prohibited Acts, clause 8 (Confidentiality), clause 9 (Intellectual Property), clause 10 (Non-Disparagement), clause 11 (Indemnity and Limitation of Liability) and clause 15 (Non-Circumvention).
Upon the termination of this Contract, you shall within 5 (five) working days, return all information, confidential information, equipment, intellectual property, documents, data, equipment, and other materials made available by the company or received by virtue of this Contract including all copies thereof.
VerifyMe shall have the right to terminate this Contract if the Force Majeure Event subsists for more than 15 (fifteen) days.
You shall not assign or transfer any rights or obligations created under the Contract without the prior written consent of VerifyMe.
This Contract 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 10 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.
If, at any time, any provision of this Contract is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction will in any way be affected or impaired.
VerifyMe shall have the sole right to amend this Contract at any time and shall notify you of any amendment. Where any matter is not addressed herein, such matter will be resolved in line with the broad intent of this Contract.
This Contract supersedes and replaces any prior written or oral agreements, contracts, terms and conditions, representations, or understandings between the Parties.
For the purposes of this Contract 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".
The Parties hereby agree as follows: -
Scope
This T&C is a contract between you and VerifyMe. It governs your contractual engagement (regardless of the nature) with VerifyMe and shall form the binding obligations of the Parties therein.Your engagement as an Agent is on a non-exclusive basis, accordingly, VerifyMe shall have the right to engage other agents to provide similar services.
Capacity
You must be legally, physically and mentally capable of executing your obligations under this Contract before registering as an Agent on our Agent App. By using the Agent App, you represent and warrant that you are legally, physically and mentally capable, and you possess the necessary skills and knowledge required for the execution of your obligations herein.Your Obligations
As an Agent of VerifyMe, you undertake to:- create an account on VerifyMe’s Agent App for the purpose of providing verification services;
- participate in the training organized by VerifyMe before commencing the verification services;
- acquire and maintain throughout your engagement, functional working tools in accordance with the standards specified by VerifyMe;
- effectively and timeously conduct verification instructions assigned by VerifyMe;
- complete all assigned verification exercises and provide/upload a complete and accurate verification report within the timeline instructed by VerifyMe;
- with respect to address verifications, do the following:
- physically visit and confirm that the applicant lives at the address provided by VerifyMe;
- capture and upload of a picture of the house/residence of the applicant. All photographs must be taken through the Agent App;
- where required, provide the latitude and longitude of the address of the applicant; and
- use reasonable efforts to obtain an oral or written confirmation from a witness who lives or works in the same vicinity and confirm whether the applicant lives at the address or not. If you are unable to obtain this confirmation at any time, you shall immediately notify your assigned state coordinator.
- ensure the accuracy of any information, report, or documents that you provide to VerifyMe under this Contract or uploaded to the Agent App. You agree to promptly correct any error therein of which you are notified at no additional cost to VerifyMe.
- upload all verification reports to the Agent App in the manner instructed by VerifyMe.
- keep your login credentials secure and not to negligently disclose same to any third-party.
- provide any other similar verification exercises as may be instructed by the company from time to time;
- communicate all customer information between the parties using the Agent App, unless otherwise permitted by VerifyMe.
Verification
Verification shall be deemed completed after the you upload the report containing all the required verified information to the Agent App, and VerifyMe confirms that the report conforms with this Contract and any other standards set out by VerifyMe.VerifyMe shall have the right to seek further clarifications with respect to the report or demand full compliance with the obligations in clause 3 if the verification does not conform with the standards specified by the company.
Where any verification is not properly conducted, VerifyMe shall have the right to demand that you properly conduct such verification at no additional cost to the company.
VerifyMe reserves the right to reassign any delayed address that has been assigned to an Agent and not completed within 6 (six) hours, unless VerifyMe has been promptly notified of the reasons for the delay and an extension has been granted at the sole discretion of the company.
Remuneration
The company shall pay any sum due to you under this Contract on a weekly basis after your satisfactory verification of the information assigned to you by the company. The specific payment date shall be communicated to you by the company from time to time.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 payment date after the verification.
Payment shall be made to your designated Bank account or in any other manner agreed by the Parties in writing.
VerifyMe shall have the sole right to review the remuneration of the Agent at any time. Such change shall be communicated to you before it is implemented.
Conduct
You undertake to provide the services diligently, lawfully, professionally, in good faith and in accordance with this Contract and as may be instructed by the company from time to time.You undertake to comply with all the company’s policies, procedures, rules and regulations (both written and oral) relating to this Contract and the verification services.
You agree that your assignment, duties and responsibilities and reporting arrangements may be changed by the company in its sole discretion without causing termination of this Contract.
You undertake not to act in any way likely to injure or cause damage to VerifyMe, its clients or the applicants, or cause the quality of services rendered to be impaired in any manner whatsoever.
You undertake to observe all relevant laws and regulations applicable to this Contract and the services including the Nigeria Data Protection Regulation, 2019 and comply with any directions made by any competent regulatory authority concerning the fulfilment of your obligations under this Contract.
You shall in the performance of the services exercise the highest standards of honesty and integrity, and shall not be involved in forgery, falsification, fraud, bribery, corruption, impropriety, or other dishonest activity.
Prohibited Acts
You undertake that you shall not, both during and after the termination of this Contract:- assign or transfer any verification instruction assigned to you to any other person without the express written consent of VerifyMe.
- directly contact VerifyMe’s clients with respect to the services.
- directly or indirectly, contact, deal with or otherwise become involved with VerifyMe’s clients or any entity or any other entities or parties introduced, directly or indirectly, by or through VerifyMe, its affiliates, directors, officers or employees for the purpose of seeking to by-pass, compete, avoid or circumvent VerifyMe from any business opportunity that relates to the services, or for the purpose of exploiting or deriving any benefit from VerifyMe’s confidential information.
- upload, post or introduce any false, unlawful, manipulative or harmful content, software, programs or codes on to VerifyMe’s Agent App.
- under any circumstance demand or collect bribes or any form of payment (monetary or otherwise) from the applicants. A breach of this provision shall be a material breach of this Contract.
- use any advantages derivable from VerifyMe’s confidential information in your own business or affairs.
- recruit, poach, induce or attempt to induce away any person employed or engaged by VerifyMe, or attempt to persuade any agent or employee of VerifyMe to terminate their relationship with VerifyMe.
- canvas, solicit, divert, poach or attempt to canvas, divert, poach or solicit away any business from VerifyMe.
- directly or indirectly canvas, divert, or poach, solicit away any existing client, customer or business partner of VerifyMe.
You agree that the following acts are expressly prohibited and shall be considered a material breach of contract:
- Falsification of verification reports.
- Rudeness to applicants.
- Submission of incomplete reports e.g., no comment or reference.
- Providing false information regarding your location while performing verifications.
- Using fake GPS Applications or manipulating VerifyMe’s GPS coordinates in any way.
- Soliciting for transportation or loan share or any payment at all from applicants.
- Threatening any applicant.
- Insulting or disrespecting a state coordinator.
- Repeated late verifications.
If you breach of any of the restrictions in clauses 7.1 or 7.2 of this Contract, VerifyMe shall have the right to temporarily suspend you or permanently deactivate your access to the Agent App.
Confidentiality
You undertake that you shall not, without the prior written consent of VerifyMe, disclose to any third Party any information arising from this Contract or obtained during the services whether communicated by the company orally or in writing or obtained in any form whatsoever. This confidentiality obligation shall not apply where such disclosure is in the public domain by no fault of your own, 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 before making such disclosures, written notification of such demand is immediately given to the company without delay.You undertake that you shall take all appropriate security measures and reasonable precautions against any unauthorised or unlawful processing or disclosure of data and against any accidental loss or destruction of, or damage to any data generated or received pursuant to this Contract.
You undertake and warrant that you shall only use any data or confidential information disclosed to you for the purposes of this Contract and for no other purpose at all.
You shall not copy, reproduce, transfer, assign, gift, create alternate database, sell, decompile, or replicate the whole or part of any confidential information, intellectual property or verification report disclosed to you or obtained pursuant to this Contract.
You shall immediately notify VerifyMe if you become aware of a breach of this clause or when a data breach has occurred in the course of your services. In the event of a data breach, you shall cooperate with the company in ensuring that the breach is rectified as quickly as possible.
The provisions of this clause shall remain valid and enforceable after the termination of the Contract.
Intellectual Property
You agree that all verification reports, confidential information and all intellectual property rights created or arising pursuant to this Contract shall be the sole property of VerifyMe. Nothing in the Contract shall be deemed to license, assign, transfer or grant any of VerifyMe’s intellectual property rights or confidential information to you, whether now or in the future.Non-disparagement
During the term of this Contract and at any time after termination, you undertake not to disparage or encourage or induce others to engage in any form of conduct, or make any statements or representations, that ‘disparage’ VerifyMe, its affiliates, clients or applicants.For purposes of this clause, the term "disparage" includes, without limitation, comments, publications, posts, reports, written or oral statements, allegations, representations, or remarks in any form of media (including social media), whether directly or indirectly, (including the repetition or distribution of derogatory rumours or jokes, allegations, negative reports or comments) to any person or entity, that in each case is intended to, or can be reasonably expected to, materially damage, derogate, defame, slander, portray in a negative light, adversely impair the reputation and integrity of, or negatively impact VerifyMe, its affiliates, clients, products and services, goodwill or commercial interests.
Indemnity and Limitation of Liability
You agree and undertake to indemnify VerifyMe against any loss, liabilities, claims, damages or expenses arising from your action, misconduct, criminal actions, fraud, breach of this Contract, breach of warranties, or negligence in the performance of the service, including losses, liabilities or damages arising from incorrect, falsified or incomplete verification reports.You acknowledge and agree that as an independent contractor, you are personally responsible for your personal wellbeing, health and safety. VerifyMe shall not be liable for any damage, injury, illness of any kind, caused to you by any third party or to which you are exposed during the performance of your obligations under this Contract.
Termination
Either Party may terminate this Contract by giving each other 10 (ten) days’ notice.Either Party may terminate this Contract in the event of breach by a party where the breaching party fails to remedy the breach within 5 (five) days of receipt of notice of breach. This cure period shall not apply to delayed verifications which shall be completed within the timeline completed by the company.
VerifyMe shall have the right to suspend you or terminate this Contract with immediate effect if you commit a material breach of this Contract or repeatedly breach any terms of this Contract. Any permanent deactivation of your access to the Platform shall be taken as an immediate termination of this Agreement.
Termination of this Contract shall not affect any right that has accrued at the time of the termination.
The termination of this Contract shall not affect any provisions of this Contract which by their nature are expected to survive the termination, including clause 7 (Prohibited Acts, clause 8 (Confidentiality), clause 9 (Intellectual Property), clause 10 (Non-Disparagement), clause 11 (Indemnity and Limitation of Liability) and clause 15 (Non-Circumvention).
Upon the termination of this Contract, you shall within 5 (five) working days, return all information, confidential information, equipment, intellectual property, documents, data, equipment, and other materials made available by the company or received by virtue of this Contract including all copies thereof.
Waiver and Variation
Subject to the terms of this Contract, no variation, addition, deletion, waiver of any provision of this Contract or any part of this Contract shall be effective unless reduced to writing and signed by the parties, or in case of a waiver, by the party waiving its right.Force Majeure
Neither Party shall be liable for any delay or restriction in performing its obligations under this Contract 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 Contract ("Force Majeure Event"), provided that notice of such Force Majeure Event shall be given to the other Party within 24 (twenty-fours) of its commencement.VerifyMe shall have the right to terminate this Contract if the Force Majeure Event subsists for more than 15 (fifteen) days.
Non-Circumvention
You agree not to, in any manner, directly or indirectly circumvent, avoid or bypass VerifyMe in the operation of this Contract or provision of the services so as to deprive VerifyMe of any of the benefits intended under this Contract or arising from VerifyMe’s business.Miscellaneous
Nothing in this Contract shall be construed as creating an agency-principal, partnership, or employment relationship between you and VerifyMe. You shall at all times during the validity of this Contract and while providing the services be an independent contractor.You shall not assign or transfer any rights or obligations created under the Contract without the prior written consent of VerifyMe.
This Contract 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 10 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.
If, at any time, any provision of this Contract is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction will in any way be affected or impaired.
VerifyMe shall have the sole right to amend this Contract at any time and shall notify you of any amendment. Where any matter is not addressed herein, such matter will be resolved in line with the broad intent of this Contract.
This Contract supersedes and replaces any prior written or oral agreements, contracts, terms and conditions, representations, or understandings between the Parties.