Service Level Agreement
This Service Level Agreement (Agreement) is between Verify Me Nigeria Limited (RC 1097831), a private limited liability company registered under the laws of the Federal Republic of Nigeria and having its office at Cashcraft Building, 270 Murtala Muhammed road, Alagomeji, Yaba, Lagos State, Nigeria (hereinafter referred to as "VerifyMe") and the Client (hereinafter referred to as "Client", "You" or "Your")
For the purposes of this Agreement and any alteration/modification hereto, VerifyMe and the Client shall, wherever the context requires, be referred to individually as a "Party" or collectively as the "Parties".
Whereas:
VerifyMe is a company engaged in the business of providing virtual verification services through its platform ‘VerifyMe’ (the "Platform") which enables seamless and real-time personal identification verification and other KYC services.
The Client is desirous of engaging VerifyMe for the provision of Verification services, and VerifyMe has agreed to provide the requested Services. Accordingly, both Parties have agreed to enter and be bound by the terms and conditions set out in this Agreement.
In consideration of the mutual promises contained herein, the Parties Hereby Agree as follows: -
"Agreement" means this Service Level Agreement together with all annexures and schedules, and any amendments, additions, modifications as mutually agreed in writing between the Parties from time to time.
"API" means Application Programming Interface, which is a software intermediary that enables technology platforms or applications communicate with each other.
"Business Day" means a day other than Saturday, Sunday or Public Holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria.
"Confidential Information" as used in this Agreement shall include:
"Data Protection Laws" means all data protection laws and regulations applicable to a Party's processing of Personal Data under the Agreement, including the Nigeria Data Protection Regulation 2019 (NDPR) or any modification or amendment thereof;
"Disclosing Party" means the Party sharing or disclosing Confidential Information to the other Party, that is, the Receiving Party.
"Force Majeure" means the occurrence of an extraordinary event or circumstance beyond the control of a Party and which limits the ability of that Party to perform any of its obligations, including but not limited to wars, strikes, riots, lock-outs, fire, explosions, sabotage, civil commotion, acts of terrorism, faults or deficiencies originating from third-party service providers, fault or error of the Platform beyond the control of VerifyMe, crimes, legislative enactments or government policies or events described as an act of God (such as, flooding, earthquake, volcanic eruption, epidemic, pandemic, storm, lightning etc.).
"Intellectual Property" means all patents, rights to inventions, copyrights and any related rights, design rights, performer’s rights, trade marks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, rights to use, and protect the confidentiality of, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future exercisable in any part of the world.
"Personal Data" means any information relating to a Subject and containing an identifier such as a name, an identification number, location data, address, photo, email address, bank details, posts on social networking websites, medical information, and other unique identifier such as but not limited to Media Access Control (MAC) address, Internet Protocol (IP) address, International Mobile Equipment Identity (IMEI) number, National Identification Number (NIN), Bank Verification Number (BVN), International Mobile Subscriber Identity (IMSI) number, Subscriber Identification Module (SIM). Personal Data shall include data relating to a Subject’s sexual tendencies, health, race, ethnicity, trades union membership, criminal records or any other sensitive personal information, any online identifier or any one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that Subject.
"Processing" or "Process" means any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing or process. It includes any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether by automated means, such as collection, recording, organizing, structuring, storing, adapting, or altering, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
"Receiving Party" means a Party that receives any Confidential Information from the Disclosing Party.
"Report" means the findings of VerifyMe, being the result of the Verification exercise executed by VerifyMe pursuant to the Request of the Client under this Agreement.
"Request" means an instruction by the Client containing the relevant information relating to a Subject, to be Verified by VerifyMe.
"Service (s)" means the provision of Verification services to the Client under this Agreement.
"Subject(s)" means a natural person who can be identified directly or indirectly by reference to his/her Personal Data and whose Personal Data/information is disclosed to VerifyMe for Verification.
"Verification/Verify(ied)" means, in respect of the Service, the authentication or confirmation of Subjects’ information to ascertain their authenticity, traceability or otherwise.
References to "Person" includes any individual, firm, company, corporation, government, state or of a state or any association, joint venture, consortium, or partnership (whether having separate legal personality) joint venture, consortium or partnership (whether having separate legal personality).
Clause headings and sub-headings are for convenience only and shall not affect the interpretation of this Agreement.
The term "including" shall be construed to mean "including, without limitation" and cognate expressions shall be construed accordingly.
Any reference to a statute or statutory provision or subordinate legislation is a reference to it is as amended, extended, consolidated or replaced from time to time.
Non-exclusivity: Nothing in this Agreement shall restrict VerifyMe from providing similar services to third parties or prevent the Client from entering a similar contract with a third party.
Process Flow: The Services shall be provided in the following sequence and procedures:
Upon the execution of this Agreement, VerifyMe shall provide the Client with a candidate verification information form, stipulating the nature of information to be contained in a Request and required by VerifyMe to provide the Service.
The Client may from time-to-time request for the Services by uploading the Request either through its account on VerifyMe’s Managed Verification Platform ("Platform"), VerifyMe’s API or via VerifyMe’s dedicated email provided in Clause 18 (Notices).
Upon receipt of the Request, VerifyMe shall provide the Service and thereafter, upload the Report on the Platform or transmit same electronically to the Client via API. Where the Request was made via email, the Report shall be sent to the Client via email.
Any Request that is sent by electronic mail to VerifyMe’s specified electronic mail address shall be deemed to have been received upon the receipt of an acknowledgment from VerifyMe, provided that VerifyMe shall acknowledge receipt within 24 (twenty-four) hours of receipt of such email.
Each Verification shall be deemed completed when VerifyMe produces a Report showing the outcome of the Verification.
The Client may, at any time request for any of the following Services:
With respect to address Verification, an address shall be deemed to have been Verified if the Report states that:
In order to effectively verify the addresses of the Subjects, reduce the risk of failed verifications (due to vague addresses) and improve address verification turnaround time, VerifyMe may contact the Subject directly using the phone number provided or using its 4G Geographic Information System (GIS) features to help narrow down the search. Where an address is determined to be vague and consequently pushed to the GIS platform, such vague Request may attract a 24-hour delay, and the Client shall be notified of this development.
Requests for other Verification services excluding the services in 3.6 above shall be sent to VerifyMe via its dedicated email provided in Clause 18 (Notices) and shall be provided on terms to be mutually agreed by the Parties.
Where the Service is an international transaction, VerifyMe's invoice shall in addition to VAT, include a 3.9% transaction fee.
The Client hereby irrevocably authorizes VerifyMe to debit its e-wallet for each Service provided under this Agreement.
VerifyMe reserves the right to not proceed with any instruction, or to suspend further services at any time if the Client fails to prefund its e-wallet prior to requesting for the Services. The Client shall be notified in advance, with reasonable notice, to replenish its wallet prior to such suspension. To the maximum extent permitted under applicable law, VerifyMe shall not be liable for its refusal or failure to provide the Services because of insufficient funds in the Client’s e-wallet.
VerifyMe does not warrant that the platforms of third-party service providers (such as regulatory agencies/data sources) directly necessary for the Services shall be uninterrupted or error free (either due to a downtime or scheduled maintenance). Accordingly, the availability in 5.2.1 (g) applies strictly to the Platform provided by VerifyMe with exception to third party hardware, software or connectivity owned by such third-party service providers beyond VerifyMe’s control. In such cases, VerifyMe shall to the extent possible, liaise with such third party to facilitate the swift restoration of the third-party service.
Parties agree to observe all Applicable Laws, including the Nigeria Data Protection Regulation, 2019 (NDPR) and comply with any directions made by any competent regulatory authority concerning the fulfilment of their respective obligations in terms of this Agreement.
If at any time during the term of this Agreement, either Party is informed or information comes to its attention that it is in violation of any Applicable Law or Data Protection Law (or if it is so determined by any court of law, tribunal, or other authority), such Party shall immediately take all appropriate steps to remedy such violation and comply with such Applicable Law in all respects.
Each Party shall use reasonable endeavours to ensure the accuracy of any information, or documents that it provides to the other Party under this Agreement and shall promptly correct any error therein of which it is notified.
Each Party shall always display the highest degree of goodwill and act bona fide towards the other Party in all matters relating to the Agreement. Each Party also agrees to diligently and punctually carry out all the duties that such Party is obliged to carry out and perform in terms of this Agreement.
The Parties agree to perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any Applicable Law or as may be desirable or necessary to implement or give effect to this Agreement and the transactions contemplated therein.
In accordance with the NDPR, the Client represents and warrants that in collecting and processing Personal Data, it shall ensure it does so under at least one of the following lawful basis for the processing of the Subject’s Personal Data under the NDPR:
Each Party shall also compensate and indemnify the other Party for any claim that anything prepared or supplied under the Agreement infringe or are alleged to infringe the intellectual property or privacy rights of any third party.
No Party or its affiliates shall be liable for any indirect, collateral, incidental, exemplary or consequential damages of any kind or nature whatsoever (including without limitation, loss of good will, loss of profit or revenue, or loss of savings), whether based on contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with this Agreement.
VerifyMe makes no representation or warranty regarding the conduct or personal character of a Subject.
Any claim regarding any error contained in any Report shall only be raised by the Client within 60 (sixty) days from the date the Report was delivered to the Client.
VerifyMe’s total liability for any and all claims, losses or injuries arising out of or in connection with anything to be done or furnished hereunder and/or breach of this Agreement will not exceed the aggregate amount received by VerifyMe from the Client within the year that the claim arose.
VerifyMe shall not be liable for any claim (third-party or otherwise) arising from any verification that was correctly executed by VerifyMe in accordance with the instructions of the Client.
VerifyMe shall not be liable where any delay, error, or breach under this Agreement was caused by the negligence, breach, delay, or provision of erroneous information by the Client. In such circumstance, any additional verification conducted by VerifyMe to rectify such error shall be treated as a separate instruction and chargeable separately.
Each Party must not copy, reproduce, republish, upload, post, transmit or distribute material that forms part of Intellectual Property Rights of the other Party in any way, including by e-mail or other means and whether directly or indirectly, without obtaining prior written consent of the owner or holder of the rights.
The Parties expressly agree that neither Party acquires by implication or otherwise any right in or title to or license in respect of Confidential Information or Intellectual Property disclosed or delivered to the other Party pursuant to this Agreement except as expressly set forth herein.
Provided however, that the Receiving Party shall be entitled to retain copies of the Confidential Information if any Applicable Law, rule, or regulation, or any applicable judicial, governmental, supervisory, or regulatory body requires it to retain any such Confidential Information. The obligations of confidentiality and data protection under this Agreement shall, however, continue to apply in such circumstances.
The Receiving Party shall not divulge to any third party any Confidential Information arising under this Agreement without the prior written consent of the Disclosing Party, save where such disclosure is 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 or a lawfully constituted commission of inquiry, provided that (to the extent legally permissible) prior to making such disclosures, written notification of the demand received by Receiving Party has been given to the Disclosing Party with sufficient time allowed for the Disclosing Party to take necessary action to prevent such disclosure) and thereafter the Receiving Party being compelled to make the disclosure can do so.
The Receiving Party shall limit the circulation (strictly on a need-to-know basis) and disclosure of the Confidential Information to its employees, advisers, officers, representatives or any other third party acting on its behalf regarding the purpose of this Agreement ("Permitted Persons"). The Receiving Party shall ensure that each Permitted Person is aware of and complies with the obligations of confidentiality set out in this Agreement; and the Receiving Party shall be responsible for any breach of the obligations of confidentiality contained in this Agreement by such Permitted Person.
The Client acknowledges that VerifyMe is bound by several data protection polices, regulations and laws including the Nigeria Data Protection Regulation 2019, and other data protection policies issued to it by governmental agencies/data sources such as the Federal Road Safety Corps ("FRSC"), National Identity Management Commission ("NIMC"), National Information Technology Development Agency (NITDA) amongst others. The Client therefore undertakes that it shall not copy, transfer, assign, gift, reproduce, create an alternate database, sell, or resell, decompile, or replicate the whole or part of VerifyMe’s Confidential Information or the Report except as agreed between the Parties in writing. The Reports shall be for the information of the Client and for verification purposes only and shall not be used for any unlawful purpose.
The provisions of this Clause shall remain valid and enforceable after the termination of this Agreement.
The Parties acknowledge and agree that all Personal Data generated under this Agreement or to which the Receiving Party may be exposed, shall be treated with utmost confidentiality.
The Receiving Party hereby warrants, represents, and undertakes that it shall:
Variation, Cancellation And Waiver
No variation, addition, deletion, waiver of this Agreement or any part hereof, including this paragraph, is 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.
No failure, delay by or omission of any Party in exercising any right, power, privilege, or remedy under this Agreement (whether in full or partially) shall operate to impair such right, power, privilege or remedy or be construed as a waiver of such right, power, privilege, or remedy.
The Client undertakes that it shall not, without VerifyMe’s written consent, directly or indirectly poach, canvas, solicit, contact, deal with or otherwise become involved with VerifyMe’s clients, employees, agents, third-party service providers or any entity or person introduced by VerifyMe during the provision of the Service for the purpose of seeking to by-pass, compete, avoid or circumvent VerifyMe from any benefit that relates to this Agreement.
Either Party may, by written notice to the other Party, change any of the addresses at which, or the designated person for whose attention those notices or other communications are to be given. Notice of the change shall be given to the other Party with 3 (three) Business Days of such change.
The Party so delaying/restricted shall within 2 (two) Business Days promptly notify the other Party in writing of the reasons for the delay/restriction (and the likely duration of the delay) and the performance of such Party’s obligation shall be suspended during the period that the said circumstances persist and such shall be granted an extension of time for the performance taking into consideration the period of the delay. Upon the occurrence of a Force Majeure event, the Parties shall consult and make every reasonable effort to mitigate the effect of the Force Majeure and agree to mutually acceptable course of action to alleviate its effects or agree upon such alternative arrangements as may be fair and reasonable.
The affected Party shall also notify the other Party within 2 (two) Business Days after the Force Majeure event ends. On cessation of the Force Majeure, the Parties shall resume performance of their obligations which were suspended during the subsistence of the Force Majeure event.
Each Party agrees that either Party may, if such delay continues for more than 30 (thirty) days terminate this Agreement forthwith by giving notice in writing to the other Party.
If the controversy, claim or dispute is not resolved within 15 (fifteen) Business Days of the commencement of negotiations between the parties (or such further period as the Parties may mutually agree), the Parties shall refer the dispute to the Lagos Multidoor Courthouse (LMDC) for a binding mediation under the extant law and rules. The mediation shall consist of one (1) Mediator appointed by the LMDC. Any agreement reached pursuant to the mediation shall be binding on the Parties and shall be reduced into writing and executed by the Parties, which shall thereafter be presented to a Court of competent jurisdiction for adoption as an enforceable judgment of the said Court in respect of the dispute, difference or claim. The Parties shall bear their respective costs of dispute resolution.
Nothing in this Agreement shall prevent either Party from seeking urgent injunctive reliefs in a Court of competent jurisdiction.
The Parties may also terminate this Agreement by mutual agreement signed by both Parties.
In the event that either Party commits a breach of any of the provisions of this Agreement, the other Party shall, without prejudice to other rights and remedies available, have the right to terminate this Agreement by serving the defaulting Party a 15 (fifteen) days’ notice in writing, specifying the nature of the default and the intention to terminate, unless such default is cured by the defaulting Party within the 15 (fifteen) days of receiving the notice.
Termination of this Agreement shall for no reason result in the following:
For the purposes of this Agreement and any alteration/modification hereto, VerifyMe and the Client shall, wherever the context requires, be referred to individually as a "Party" or collectively as the "Parties".
Whereas:
VerifyMe is a company engaged in the business of providing virtual verification services through its platform ‘VerifyMe’ (the "Platform") which enables seamless and real-time personal identification verification and other KYC services.
The Client is desirous of engaging VerifyMe for the provision of Verification services, and VerifyMe has agreed to provide the requested Services. Accordingly, both Parties have agreed to enter and be bound by the terms and conditions set out in this Agreement.
In consideration of the mutual promises contained herein, the Parties Hereby Agree as follows: -
Definitions and interpretations
Definitions
In this Agreement, the following expressions shall, have the meanings ascribed to them below unless the context clearly indicates the contrary:"Agreement" means this Service Level Agreement together with all annexures and schedules, and any amendments, additions, modifications as mutually agreed in writing between the Parties from time to time.
"API" means Application Programming Interface, which is a software intermediary that enables technology platforms or applications communicate with each other.
"Business Day" means a day other than Saturday, Sunday or Public Holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria.
"Confidential Information" as used in this Agreement shall include:
- all communications, information, Intellectual Property, whether written, visual or oral, capable of giving some competitive business advantage, or the opportunity of obtaining that advantage, or the disclosure of which could be detrimental to the interest of the Disclosing Party, including but not limited to business plans, results, reports, date, formulae, process, investors, shareholding/shareholders, technical information, Information Technology (IT) security information, corporate information, materials, designs, specification of products, know-how, software programs and samples, and information concerning the trade secrets, customers, marketing, business associations, finances, financial arrangements, Personal Data, financial projections, current or future business plans and models, technical or commercial affairs of the Disclosing Party, including other documents in respect of the Disclosing Party or its business prepared or generated by the Disclosing Party which contain or otherwise reflect or are generated from the information specified above, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure;
- all names, addresses, phone numbers, age, dates of births, verifiable identification, identification numbers, government data or identity information, Bank Verification Numbers (BVN), account transaction histories, account balances, account numbers, and any data, files, messages, or other information shared or processed pursuant to this Agreement;
"Data Protection Laws" means all data protection laws and regulations applicable to a Party's processing of Personal Data under the Agreement, including the Nigeria Data Protection Regulation 2019 (NDPR) or any modification or amendment thereof;
"Disclosing Party" means the Party sharing or disclosing Confidential Information to the other Party, that is, the Receiving Party.
"Force Majeure" means the occurrence of an extraordinary event or circumstance beyond the control of a Party and which limits the ability of that Party to perform any of its obligations, including but not limited to wars, strikes, riots, lock-outs, fire, explosions, sabotage, civil commotion, acts of terrorism, faults or deficiencies originating from third-party service providers, fault or error of the Platform beyond the control of VerifyMe, crimes, legislative enactments or government policies or events described as an act of God (such as, flooding, earthquake, volcanic eruption, epidemic, pandemic, storm, lightning etc.).
"Intellectual Property" means all patents, rights to inventions, copyrights and any related rights, design rights, performer’s rights, trade marks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, rights to use, and protect the confidentiality of, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future exercisable in any part of the world.
"Personal Data" means any information relating to a Subject and containing an identifier such as a name, an identification number, location data, address, photo, email address, bank details, posts on social networking websites, medical information, and other unique identifier such as but not limited to Media Access Control (MAC) address, Internet Protocol (IP) address, International Mobile Equipment Identity (IMEI) number, National Identification Number (NIN), Bank Verification Number (BVN), International Mobile Subscriber Identity (IMSI) number, Subscriber Identification Module (SIM). Personal Data shall include data relating to a Subject’s sexual tendencies, health, race, ethnicity, trades union membership, criminal records or any other sensitive personal information, any online identifier or any one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that Subject.
"Processing" or "Process" means any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing or process. It includes any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether by automated means, such as collection, recording, organizing, structuring, storing, adapting, or altering, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
"Receiving Party" means a Party that receives any Confidential Information from the Disclosing Party.
"Report" means the findings of VerifyMe, being the result of the Verification exercise executed by VerifyMe pursuant to the Request of the Client under this Agreement.
"Request" means an instruction by the Client containing the relevant information relating to a Subject, to be Verified by VerifyMe.
"Service (s)" means the provision of Verification services to the Client under this Agreement.
"Subject(s)" means a natural person who can be identified directly or indirectly by reference to his/her Personal Data and whose Personal Data/information is disclosed to VerifyMe for Verification.
"Verification/Verify(ied)" means, in respect of the Service, the authentication or confirmation of Subjects’ information to ascertain their authenticity, traceability or otherwise.
Interpretation
Reference to recitals, schedules, pages, and clauses are references to recitals, schedules, pages and clauses of this Agreement.References to "Person" includes any individual, firm, company, corporation, government, state or of a state or any association, joint venture, consortium, or partnership (whether having separate legal personality) joint venture, consortium or partnership (whether having separate legal personality).
Clause headings and sub-headings are for convenience only and shall not affect the interpretation of this Agreement.
The term "including" shall be construed to mean "including, without limitation" and cognate expressions shall be construed accordingly.
Any reference to a statute or statutory provision or subordinate legislation is a reference to it is as amended, extended, consolidated or replaced from time to time.
Commencement and Term
This Agreement shall become effective on the date that the Client completes its registration on VerifyMe’s website/Platform and indicates acceptance of this Agreement ("Effective Date"). This Agreement shall remain in force unless terminated in accordance with the provisions herein.Services
The Client hereby appoints VerifyMe as its service provider, and VerifyMe hereby accepts to provide Verification services to the Client in accordance with the provisions of this Agreement.Non-exclusivity: Nothing in this Agreement shall restrict VerifyMe from providing similar services to third parties or prevent the Client from entering a similar contract with a third party.
Process Flow: The Services shall be provided in the following sequence and procedures:
Upon the execution of this Agreement, VerifyMe shall provide the Client with a candidate verification information form, stipulating the nature of information to be contained in a Request and required by VerifyMe to provide the Service.
The Client may from time-to-time request for the Services by uploading the Request either through its account on VerifyMe’s Managed Verification Platform ("Platform"), VerifyMe’s API or via VerifyMe’s dedicated email provided in Clause 18 (Notices).
Upon receipt of the Request, VerifyMe shall provide the Service and thereafter, upload the Report on the Platform or transmit same electronically to the Client via API. Where the Request was made via email, the Report shall be sent to the Client via email.
Any Request that is sent by electronic mail to VerifyMe’s specified electronic mail address shall be deemed to have been received upon the receipt of an acknowledgment from VerifyMe, provided that VerifyMe shall acknowledge receipt within 24 (twenty-four) hours of receipt of such email.
Each Verification shall be deemed completed when VerifyMe produces a Report showing the outcome of the Verification.
The Client may, at any time request for any of the following Services:
- Identity Verification
- Address Verification
- Guarantor Verification
- Employment Verification
With respect to address Verification, an address shall be deemed to have been Verified if the Report states that:
- address exists - customer lives there; or
- address exists - customer does not live there; or
- address does not exist (is fake).
In order to effectively verify the addresses of the Subjects, reduce the risk of failed verifications (due to vague addresses) and improve address verification turnaround time, VerifyMe may contact the Subject directly using the phone number provided or using its 4G Geographic Information System (GIS) features to help narrow down the search. Where an address is determined to be vague and consequently pushed to the GIS platform, such vague Request may attract a 24-hour delay, and the Client shall be notified of this development.
Requests for other Verification services excluding the services in 3.6 above shall be sent to VerifyMe via its dedicated email provided in Clause 18 (Notices) and shall be provided on terms to be mutually agreed by the Parties.
Commercial Terms
The fees payable for the verification services provided by VerifyMe shall be provided upon your confirmation of the nature of verification required. All fees payable by the Client to VerifyMe under this Agreement shall be exclusive of Value Added Tax (VAT).Where the Service is an international transaction, VerifyMe's invoice shall in addition to VAT, include a 3.9% transaction fee.
E-Wallets:
The Client shall make advance payments for Verifications under this Agreement by prefunding its digital wallet ("e-wallet") on the Platform. The Client shall ensure that sufficient funds are available in its e-wallet for the payment of the Services.The Client hereby irrevocably authorizes VerifyMe to debit its e-wallet for each Service provided under this Agreement.
VerifyMe reserves the right to not proceed with any instruction, or to suspend further services at any time if the Client fails to prefund its e-wallet prior to requesting for the Services. The Client shall be notified in advance, with reasonable notice, to replenish its wallet prior to such suspension. To the maximum extent permitted under applicable law, VerifyMe shall not be liable for its refusal or failure to provide the Services because of insufficient funds in the Client’s e-wallet.
Obligations of the Parties
Obligations of the Client
The Client shall:- be responsible for providing the Requests to VerifyMe, which shall contain accurate and clear information for ease of Verification.
- ensure that its e-wallet is sufficiently funded in advance to enable the prompt settlement of all payments due to VerifyMe under this Agreement.
- appoint one or more representatives to liaise with VerifyMe for the purpose of providing any relevant information, access or material required for the provision of the Services by VerifyMe.
- ensure that the Subjects are informed that they would be subjected to background checks or Know Your Customer processes as required by Applicable Laws.
- ensure reasonable availability of its representative(s) when resolving Service-related incidents or requests;
- give full information and explanations of any matter as may be reasonably required for the effective execution of the Services;
- ensure strict compliance with the Nigeria Data Protection Regulations 2019 while processing the Personal Data of the Subjects in relation to the Services;
- provide any other necessary function required or incidental to its obligations in this Agreement.
- ensure that it implements reasonable measures designed to prevent the introduction of malicious code or software into its proprietary software, including firewall protections and regular virus scans.
- keep its login credentials secure and shall not disclose same to any third-party.
Obligations of VerifyMe
The obligations of VerifyMe under this Agreement shall be to:- provide the Services in accordance with international best practices.
- provide appropriate notification to the Client for all scheduled maintenance or downtime.
- grant the Client a non-transferable, non-sub-licensable and non-exclusive license to access and use the Platform, the API, its software, solely for the purpose of this Agreement.
- implement safeguards to prevent unauthorized access to, use of, or disclosure of the Personal Data provided by the Client.
- use all commercially reasonable efforts consistent with prevailing industry standards to maintain its’ Platform in a manner that minimizes errors and interruptions for the provision of Reports,
- ensure that for email verifications, it is available to provide the Services 5 (five) Business Days a week and within the hours of 9:00am – 5:00pm (Nigerian time).
- ensure that for API verifications, the Service will always be available. Provided that in the event of a downtime, VerifyMe shall make reasonable efforts to ensure that the service is restored without delay.
VerifyMe does not warrant that the platforms of third-party service providers (such as regulatory agencies/data sources) directly necessary for the Services shall be uninterrupted or error free (either due to a downtime or scheduled maintenance). Accordingly, the availability in 5.2.1 (g) applies strictly to the Platform provided by VerifyMe with exception to third party hardware, software or connectivity owned by such third-party service providers beyond VerifyMe’s control. In such cases, VerifyMe shall to the extent possible, liaise with such third party to facilitate the swift restoration of the third-party service.
Mutual Obligations of the Parties
Parties agree not to act, or omit to act, in any way likely to injure or cause damage to any person or property or cause the quality of services rendered to be impaired in any manner whatsoever.Parties agree to observe all Applicable Laws, including the Nigeria Data Protection Regulation, 2019 (NDPR) and comply with any directions made by any competent regulatory authority concerning the fulfilment of their respective obligations in terms of this Agreement.
If at any time during the term of this Agreement, either Party is informed or information comes to its attention that it is in violation of any Applicable Law or Data Protection Law (or if it is so determined by any court of law, tribunal, or other authority), such Party shall immediately take all appropriate steps to remedy such violation and comply with such Applicable Law in all respects.
Each Party shall use reasonable endeavours to ensure the accuracy of any information, or documents that it provides to the other Party under this Agreement and shall promptly correct any error therein of which it is notified.
Each Party shall always display the highest degree of goodwill and act bona fide towards the other Party in all matters relating to the Agreement. Each Party also agrees to diligently and punctually carry out all the duties that such Party is obliged to carry out and perform in terms of this Agreement.
The Parties agree to perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any Applicable Law or as may be desirable or necessary to implement or give effect to this Agreement and the transactions contemplated therein.
Representations And Warranties
The Parties respectively represent and warrant that:- they validly exist under the laws of Nigeria and have all the necessary power, approvals, and authority to enter into this Agreement and have in addition obtained all necessary permits, licenses, authorisations, and consents required for the performance of their respective obligations under this Agreement.
- the execution, delivery and performance of this Agreement will not conflict with or breach any other agreement, judgment, injunctions, orders, regulation, or obligation to which they are party to or bound.
- its obligations under this Agreement are legal, valid, binding, and enforceable in accordance with its terms.
In accordance with the NDPR, the Client represents and warrants that in collecting and processing Personal Data, it shall ensure it does so under at least one of the following lawful basis for the processing of the Subject’s Personal Data under the NDPR:
- the Subject has given consent to the processing of his or her Personal Data for one or more specific purposes;
- the processing is necessary for the performance of a contract to which the Subject is a party or in order to take steps at the request of the Subject prior to entering into a contract;
- the processing is necessary for compliance with a legal obligation to which the Client is subject;
- the processing is necessary to protect the vital interests of the Subject or of another natural person; or
- the processing is necessary for the performance of a task carried out in the public interest or in exercise of official public mandate vested in the Client.
Indemnity
Each Party hereto undertake and agree to hold harmless and indemnify the other Party its affiliates and any officer, director or employee of the Party and its affiliates (each an "Indemnified Party"), in full from and against all direct liabilities, damages, losses and expenses (including legal expenses and reasonable attorneys’ fees), whether or not incurred as a consequence of third-party claims, arising from or connected with any negligence, breach of any term, obligation, undertaking, covenant, warranty or representation made under this Agreement by the indemnifying Party or its affiliates, officers, directors, employees, personnel or agents.Each Party shall also compensate and indemnify the other Party for any claim that anything prepared or supplied under the Agreement infringe or are alleged to infringe the intellectual property or privacy rights of any third party.
No Party or its affiliates shall be liable for any indirect, collateral, incidental, exemplary or consequential damages of any kind or nature whatsoever (including without limitation, loss of good will, loss of profit or revenue, or loss of savings), whether based on contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with this Agreement.
Limitation of Liability
VerifyMe warrants that the information contained in the Report is, to the best of its knowledge, and at the time of the verification exercise, accurate. VerifyMe does not warrant that the information in the Report shall continue to be true or remain unchanged beyond the time of Verification. As such, VerifyMe shall not be liable for any loss, claim or liability arising from any subsequent change in the status or correctness of the information contained in the Report whatsoever.VerifyMe makes no representation or warranty regarding the conduct or personal character of a Subject.
Any claim regarding any error contained in any Report shall only be raised by the Client within 60 (sixty) days from the date the Report was delivered to the Client.
VerifyMe’s total liability for any and all claims, losses or injuries arising out of or in connection with anything to be done or furnished hereunder and/or breach of this Agreement will not exceed the aggregate amount received by VerifyMe from the Client within the year that the claim arose.
VerifyMe shall not be liable for any claim (third-party or otherwise) arising from any verification that was correctly executed by VerifyMe in accordance with the instructions of the Client.
VerifyMe shall not be liable where any delay, error, or breach under this Agreement was caused by the negligence, breach, delay, or provision of erroneous information by the Client. In such circumstance, any additional verification conducted by VerifyMe to rectify such error shall be treated as a separate instruction and chargeable separately.
Intellectual Property Rights
Each Party shall remain the owner of the know-how, trademarks, patents, copyright, Confidential Information, or Intellectual Property rights which it already owned on the date of execution of this Agreement or which it acquires during or after the term of this Agreement. This Agreement shall neither create nor transfer any Intellectual Property rights between the Parties and it does not allow any Party to use any such rights belonging to any other Party without the written consent of the other Party.Each Party must not copy, reproduce, republish, upload, post, transmit or distribute material that forms part of Intellectual Property Rights of the other Party in any way, including by e-mail or other means and whether directly or indirectly, without obtaining prior written consent of the owner or holder of the rights.
The Parties expressly agree that neither Party acquires by implication or otherwise any right in or title to or license in respect of Confidential Information or Intellectual Property disclosed or delivered to the other Party pursuant to this Agreement except as expressly set forth herein.
Return of Materials
Upon the termination of this Agreement, the Receiving Party shall promptly upon request at any time by the Disclosing Party, return or destroy (upon written confirmation) all Confidential Information (excluding Reports), Intellectual Property, documents, data, equipment, and other materials made available by the Disclosing Party and all copies thereof in tangible form (including without limitation, information/data contained on computer disks, flash drives, external hard drives) furnished to the Receiving Party if so requested by the Disclosing Party in writing. Only copies and not original versions may be destroyed. Upon written request, the Receiving Party shall within 10 (ten) Business Days send the Disclosing Party a certificate confirming compliance with this clause 10.1, specifying and undertaking that all the Confidential Information have either been destroyed or returned.Provided however, that the Receiving Party shall be entitled to retain copies of the Confidential Information if any Applicable Law, rule, or regulation, or any applicable judicial, governmental, supervisory, or regulatory body requires it to retain any such Confidential Information. The obligations of confidentiality and data protection under this Agreement shall, however, continue to apply in such circumstances.
Confidentiality
Communications, Confidential Information or other information, and materials between the Parties, whether or not marked 'confidential', shall be kept confidential by the Receiving Party as confidential and shall not be disclosed to any other person, except as may be required to be disclosed to its affiliates, employees or advisors on a "need-to-know" basis for implementing this Agreement. The confidentiality obligation shall not apply in case the information: (i) was in the Receiving Party’s possession prior to receipt from the Disclosing Party or is independently developed by the Receiving Party without using the Disclosing party’s Confidential Information; (ii) was in public domain at the time of receipt from the Disclosing Party; (iii) subsequently becomes a part of public domain through no fault of the Receiving Party or its agents; (iv) is lawfully received by the Receiving Party from third party having a right of further disclosure.The Receiving Party shall not divulge to any third party any Confidential Information arising under this Agreement without the prior written consent of the Disclosing Party, save where such disclosure is 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 or a lawfully constituted commission of inquiry, provided that (to the extent legally permissible) prior to making such disclosures, written notification of the demand received by Receiving Party has been given to the Disclosing Party with sufficient time allowed for the Disclosing Party to take necessary action to prevent such disclosure) and thereafter the Receiving Party being compelled to make the disclosure can do so.
The Receiving Party shall limit the circulation (strictly on a need-to-know basis) and disclosure of the Confidential Information to its employees, advisers, officers, representatives or any other third party acting on its behalf regarding the purpose of this Agreement ("Permitted Persons"). The Receiving Party shall ensure that each Permitted Person is aware of and complies with the obligations of confidentiality set out in this Agreement; and the Receiving Party shall be responsible for any breach of the obligations of confidentiality contained in this Agreement by such Permitted Person.
The Client acknowledges that VerifyMe is bound by several data protection polices, regulations and laws including the Nigeria Data Protection Regulation 2019, and other data protection policies issued to it by governmental agencies/data sources such as the Federal Road Safety Corps ("FRSC"), National Identity Management Commission ("NIMC"), National Information Technology Development Agency (NITDA) amongst others. The Client therefore undertakes that it shall not copy, transfer, assign, gift, reproduce, create an alternate database, sell, or resell, decompile, or replicate the whole or part of VerifyMe’s Confidential Information or the Report except as agreed between the Parties in writing. The Reports shall be for the information of the Client and for verification purposes only and shall not be used for any unlawful purpose.
The provisions of this Clause shall remain valid and enforceable after the termination of this Agreement.
Data Protection and Processing
Each Party acknowledges that, in performing its obligations under this Agreement, it may collect, receive, or process Personal Data of individuals on behalf of the other Party and vice versa.The Parties acknowledge and agree that all Personal Data generated under this Agreement or to which the Receiving Party may be exposed, shall be treated with utmost confidentiality.
The Receiving Party hereby warrants, represents, and undertakes that it shall:
- take all appropriate physical, technical, administrative, and organizational security measures to ensure that Personal Data processed is protected against loss, destruction, damage, and against unauthorized access, use, modification, disclosure, or other misuse.
- take reasonable steps to identify all reasonably foreseeable internal and external risks posed to any Personal Data under its possession or control and establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.
- comply with any request made or direction given by the Disclosing Party in connection with the requirements of any Data Protection and other Laws governing the provision of the Services under this Agreement.
- immediately notify the Disclosing Party when it becomes aware of a breach of this clause or when a data breach has occurred. In the event of a data breach, cooperate with the Disclosing Party in ensuring that the breach is rectified as quickly as possible.
- ensure that all its systems and operations which it uses to carry out the obligations, including all systems on which the Personal Data supplied by the Disclosing Party is processed, shall always be of a minimum standard required by all Data Protection Laws and be of a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of Personal Data.
- ensure that its employees, officers, agents, partners, and affiliates shall, in respect of any Personal Data provided pursuant to this Agreement comply with the provisions of this clause 12.
Assignment
Neither Party may assign nor transfer any right or interests created under this Agreement or novate any of its obligations arising from this Agreement to any third party without the prior written consent of the other Party, such consent not to be unreasonably withheld.Variation, Cancellation And Waiver
No variation, addition, deletion, waiver of this Agreement or any part hereof, including this paragraph, is 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.
No failure, delay by or omission of any Party in exercising any right, power, privilege, or remedy under this Agreement (whether in full or partially) shall operate to impair such right, power, privilege or remedy or be construed as a waiver of such right, power, privilege, or remedy.
Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. Parties shall (where possible) jointly replace or amend the void provision with another similar but valid term.Relationship of the Parties
The Parties hereby enter into this Agreement as independent Parties whose contractual relationship will not be construed to create a partnership, joint venture, employment relationship or agency relationship between them and on no account will the acts or representation of one of the Parties to a third party be used to hold the other Party to this Agreement accountable. Each Party agrees that they are fully responsible for their own actions, as well as their past and future activities and obligations outside this Agreement.Non-Circumvention
Each Party shall not in any manner, directly, or indirectly:- attempt to circumvent the operation of this Agreement to otherwise deprive the other Party of any of the benefits intended under or pursuant to this Agreement; or
- exploit or use any advantages derivable from the other Party’s Confidential Information in its own business or affairs.
The Client undertakes that it shall not, without VerifyMe’s written consent, directly or indirectly poach, canvas, solicit, contact, deal with or otherwise become involved with VerifyMe’s clients, employees, agents, third-party service providers or any entity or person introduced by VerifyMe during the provision of the Service for the purpose of seeking to by-pass, compete, avoid or circumvent VerifyMe from any benefit that relates to this Agreement.
Notices
Any notice, approval or request required or permitted to be given or made under this Agreement shall be in writing and in English Language. Such notice, approval or request shall be deemed to be duly given or made when it shall have been delivered by hand, mail, or any other electronic means to the Party to which is required to be given or made at the address identified with its name below:For VerifyMe Nigeria Limited
Address: 1st Floor, Cashcraft Building, 270 Murtala Muhammed road, Alagomeji, Yaba, Lagos State, Nigeria
Tel: 07036361220
Email: [email protected]
Address: 1st Floor, Cashcraft Building, 270 Murtala Muhammed road, Alagomeji, Yaba, Lagos State, Nigeria
Tel: 07036361220
Email: [email protected]
Either Party may, by written notice to the other Party, change any of the addresses at which, or the designated person for whose attention those notices or other communications are to be given. Notice of the change shall be given to the other Party with 3 (three) Business Days of such change.
Force Majeure
Notwithstanding any provision in this Agreement, neither Party shall be liable for any delay/restriction in performing its obligations under this Agreement where such delay/restriction is caused by Force Majeure (including without limitation any delay/restriction caused by any act or omission of the other Party).The Party so delaying/restricted shall within 2 (two) Business Days promptly notify the other Party in writing of the reasons for the delay/restriction (and the likely duration of the delay) and the performance of such Party’s obligation shall be suspended during the period that the said circumstances persist and such shall be granted an extension of time for the performance taking into consideration the period of the delay. Upon the occurrence of a Force Majeure event, the Parties shall consult and make every reasonable effort to mitigate the effect of the Force Majeure and agree to mutually acceptable course of action to alleviate its effects or agree upon such alternative arrangements as may be fair and reasonable.
The affected Party shall also notify the other Party within 2 (two) Business Days after the Force Majeure event ends. On cessation of the Force Majeure, the Parties shall resume performance of their obligations which were suspended during the subsistence of the Force Majeure event.
Each Party agrees that either Party may, if such delay continues for more than 30 (thirty) days terminate this Agreement forthwith by giving notice in writing to the other Party.
Dispute Resolution
In the event of a controversy, claim or dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve such controversy, claim or dispute promptly by negotiation between the Parties or their authorized representatives. The Parties or their representatives will meet either personally or through other electronic means of communication, at a mutually acceptable time and place within Five (5) Business Days of the date of the aggrieved Party’s notice and thereafter as often as they deem necessary to exchange relevant information and to attempt to resolve the dispute.If the controversy, claim or dispute is not resolved within 15 (fifteen) Business Days of the commencement of negotiations between the parties (or such further period as the Parties may mutually agree), the Parties shall refer the dispute to the Lagos Multidoor Courthouse (LMDC) for a binding mediation under the extant law and rules. The mediation shall consist of one (1) Mediator appointed by the LMDC. Any agreement reached pursuant to the mediation shall be binding on the Parties and shall be reduced into writing and executed by the Parties, which shall thereafter be presented to a Court of competent jurisdiction for adoption as an enforceable judgment of the said Court in respect of the dispute, difference or claim. The Parties shall bear their respective costs of dispute resolution.
Nothing in this Agreement shall prevent either Party from seeking urgent injunctive reliefs in a Court of competent jurisdiction.
Termination
Either Party to this Agreement may terminate this Agreement by giving at least 30 (thirty) days prior written notice of its intention to terminate to the other Party.The Parties may also terminate this Agreement by mutual agreement signed by both Parties.
In the event that either Party commits a breach of any of the provisions of this Agreement, the other Party shall, without prejudice to other rights and remedies available, have the right to terminate this Agreement by serving the defaulting Party a 15 (fifteen) days’ notice in writing, specifying the nature of the default and the intention to terminate, unless such default is cured by the defaulting Party within the 15 (fifteen) days of receiving the notice.
Termination of this Agreement shall for no reason result in the following:
- release a Party from any liability or payment which existed at the time of termination of the Agreement; and
- affect the indemnity, limitation of liability, governing law, intellectual property, data protection, confidentiality obligations, and dispute resolution clauses under this Agreement which shall survive the termination of this Agreement.