Please Read this Agreement, Along with Collect Africa’s Terms and
Collect Africa’s Services. Note That These Terms And Conditions
Constitute A Legal Agreement Between You (The Merchant) And
Collect Africa (The Service Provider).
You May not Access Or Use Any of Collect Africa’s Services Unless You Agree to Abide by All of the Terms and Conditions as Contained in this Agreement.
Please read the contents of this document carefully and retain this information electronically for your records
This Merchant Service Agreement (“Agreement”) is a legal agreement between COLLECT PAYMENT TECH LIMITED (hereinafter referred to as “Collect Africa” together with our subsidiaries, affiliates, successors and assigns) and You (hereinafter referred to as the “Merchant”), as a user in order for You to utilize certain payment gateway services and other services offered by Collect Africa and or its subsidiaries and affiliates.
Collect Africa and Merchant are herein referred to collectively as “Parties” and individually as “Party”.
1.1. In this Agreement, the following definitions apply:
“3D-Secure” means the backup two (2) fa levels of security which must include delivery of a dynamic code in a card transaction.
“Acquiring Bank” means the financial institution/bank institution that processes credit or debit card payments on behalf of a merchant.
"Affiliate" means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company;
“Agreement” means this Merchant Service Agreement and any supplements, appendices, amendments, modifications, extensions and revisions therein;
“API” means Application Program Interface belonging to Collect Africa for the purpose of providing the Services;
“Applicable Law(s)” ncludes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies and directives of any competent regulatory entity, including without limitation CBN and NIBSS requirements with respect to payments, data protection, data privacy and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law, that is applicable to the deployment or operation of the core IT Banking Solution as well as any Services to be provided with respect to this Agreement, and any court decision having the force of law in Nigeria;
“Business Day” means any day other than Saturday, Sunday, or any other day on which banking institutions in the Territory are authorised by law or executive action to close;
“Card” means a prepaid virtual and/or physical card issued by Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme, offered by Collect Africa to its Merchants on the Collect Africa Platform;
“Cardholder” means any authorised user of a card who uses the card to carry out a card transaction on the Payment Gateway and/or POS terminals;
“Confidential Information” means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgement or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority;
“Customers” means patrons of the Merchant in relation to a payment transaction processed using our Services;
“Chargebacks” means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution.
The reasons for the Chargebacks include (but are not limited to):
Collect Africa hereby grants the Merchant the non-exclusive right to channel its customers through the Payment Gateway and/or POS terminal.
Each Party is responsible for ensuring data security on their platform/website and for all data and Confidential information acquired pursuant to this Agreement. Each Party shall be and remain compliant with the Payment Card Industry Data Security Standard (PCI/DSS) requirement to the extent applicable to that Party and prior to such Party accessing any payment cardholder data or credit card information, as such requirements may be amended from time to time.
This agreement will continue until terminated in accordance with this Agreement.
Collect Africa hereby agrees to:
5.1 Work with Acquiring and Settlement Bank to ensure that settlements of all monies collected by the Merchant is handled in a timely manner in accordance with Applicable Law and Payment Scheme Rules;
5.2 Grant to the Merchant and the Merchant hereby accepts from Collect Africa, non-exclusive, non-transferable licence and right to the Collect Africa API and accompanying integration technical specification in respect of this Agreement subject to the Merchant’s acceptance of the Collect Africa Terms and Conditions;
5.3 Work with the Merchant to provide the requisite integration technical specification and APIs in respect of the Payment Gateway subject to the Merchant’s acceptance of Collect Africa Terms and Conditions;
5.4 Work with the Merchant to provide fraud protection and compliance support to the Merchant subject to the Merchant’s acceptance of the Collect Africa Terms and Conditions;
5.5 Set-up the Merchant on Collect Africa Payment Gateway;
5.6 Develop and provide card & token processing API's for all Collect Africa Payment Scheme and tokens in the market of scope;
5.7 Provide technology support to the Merchant on a discretionary basis;
5.8 Provide post-implementation support to the Merchant and its customers;
5.9 To maintain an open communication channel with the Merchant to discuss future joint product designs for future initiatives that both Parties can benefit from, and to discuss joint press announcements;
5.10 Handle settlement of all monies collected by Merchants to Merchant’s virtual account created by us or bank account in Merchant’s preferred bank;
5.11 Advise Merchant by email on the start date, upon successful completion of the pre-go live UAT, to carry out a controlled end to end test in the live environment with selected internal users only within Merchant’s organisation for a period of one or two weeks in order to certify that the entire project implementation is successful and satisfactory with sign off by Merchant;
5.12 Provide adequate technical support for the test duration where applicable during the implementation of the task stated in clause 5.11 above.
6.1. The Merchant hereby agrees:
7.1. If applicable, the Merchant acknowledges and agrees that in
certain circumstances the Issuing Bank, Payment Scheme or other
financial institutions may (i) refuse to settle a transaction or
(ii) impose Chargebacks on Collect Africa.
7.2. The Merchant agrees that it may be required to reimburse Collect Africa for Chargebacks where the Merchant has accepted settlement in respect of the relevant transaction. Where applicable, the Merchant must respond to Cardholder disputes and handle Chargebacks in accordance with Payment Scheme Rules.
7.3. The Merchant agrees that Collect Africa shall have the right to send non-settled transactions received from the Merchant Customers to the Issuing Bank/authorities concerned for the purpose of checking and in case of objection and/or opposition on the executed transactions by the Issuing Bank or the authorities concerned for any reason, Collect Africa shall not be bound to pay the Merchant the transaction amount during the period contained in this agreement.
7.4. All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction.
7.5. Where Chargebacks occur, Collect Africa shall immediately be entitled to debit the Merchant’s wallet or make a reversal from the Merchant’s wallet:
8.1. Collect Africa may, without notice, set off any debts or
liabilities due from the Merchant to Collect Africa under this
Agreement against any debts or liabilities owed by Collect Africa
to the Merchant.
8.2. Collect Africa is entitled to defer any settlement or any other sum due to the Merchant to the extent that Collect Africa considers necessary or appropriate to protect their ability to recover the Fees and/or the sums or any other liability (actual or anticipated) of the Merchant in connection with this Agreement.
8.3. If Collect Africa has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, Collect Africa may suspend the processing of that transaction and any connected transaction, or withhold settlement until the satisfactory completion of any investigation. The Merchant shall not be entitled to any interest or other compensation whatsoever in respect of suspension or delay in receiving Payment.
8.4. The exercise by Collect Africa of any of its rights under this clause shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which Collect Africa is otherwise entitled (by operation of law, contract, or otherwise).
9.1. The applicable fee under this Agreement shall be in accordance with Collect Africa’s pricing list as prescribed on its website at https://www.collect.africa/pricing and as may be updated from time to time.9.2. Direct processors fees from Payment Scheme are already contained in the fees contained in clause 9.1 above.
10.1. The Merchant warrants that it has never had an agreement
with a payment scheme provider which was terminated upon request
and/or demand by the payment scheme provider or any regulatory
10.2. The Merchant warrants that it shall not submit any transaction that the Merchant knows is illegal, fraudulent or restricted for authorization, or not authorised by the cardholder.
10.3. The Merchant warrants it will conduct appropriate due diligence on all Customers.
10.4. The Merchant warrants that it shall fully cooperate where any forensic investigation is being conducted on the Merchant until such time the investigation is completed.
10.5. The Merchant warrants it will use the Services in good faith, in accordance with the terms of this Agreement and in accordance with all Applicable Law and Payment Scheme Rules. In particular, the Merchant will not use the Services in a manner that that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations.
10.6. The Merchant warrants that the Merchant has not been subject to the following:
11.1. Either Party shall indemnify and hold the other Party, its Affiliates, employees and agents harmless from and against any damage, loss, expense, claims or liability that Party may incur:
12.1. Fraudulent transactions shall include but not be limited to:
13.1. The liability of Collect Africa to the Merchant, whether in
contract, negligence, and other tort, by way of indemnity or
otherwise arising out of or in connection with this Agreement
shall be subject to the financial limits set out below:
13.2. In no event shall Collect Africa be liable to the Merchant in excess of any amount that has accrued to Collect Africa from transactions emanating by virtue of this Agreement, in the month immediately preceding the date the first such claim arises.
13.3. No liability shall be raised against Collect Africa more than two (2) years after the accrual of the cause of such liability, therefore. It is further agreed that the limitations on liability, expressed herein, shall insure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and Affiliates of Collect Africa.
13.4. Collect Africa will not be liable for the actions or inactions of any third party not acting on the instructions of Collect Africa; neither will Collect Africa be liable for the actions or inactions not directly traceable to it.
14.1. Either Party may terminate this Agreement forthwith by giving’ notice in writing to the other Party if:
15.1 In order to implement this Agreement, Both Parties may
receive and have access to certain information belonging to the
other Party which the other Party may designate as Confidential
Information, provided, the Parties recognize that they will not
have access to, or share, non-public personal information
regarding consumers under this Agreement. Both Parties agree that
all Confidential Information is and shall remain the property of
the Party providing the information and the Party receiving or
gaining access to the information shall use all reasonable and
prudent means to safeguard such Confidential Information,
including all means required by law. Furthermore, neither Party
shall copy, publish, disclose to others, or use such Confidential
Information for any purpose other than the fulfilment of its
obligations under this Agreement or where required by law.
15.2 Each of the Parties on behalf of itself and its employees, officers, directors, Affiliates, and agents, hereby agrees that Confidential Information made available to it will not be disclosed or made available to any third party, agent or employee for any reason whatsoever, other than with respect to: (i) its employees on a “need to know” basis, (ii) Affiliates on a “need to know” basis, provided that they are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this Section 17; and (iii) as required by Applicable Law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement, provided that prior to any disclosure of any party’s Confidential Information as required by law, the party subject to the requirement shall (iv) notify the other parties of all, if any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated and (v) cooperate with the other parties’ reasonable, lawful efforts to resist, limit, or delay disclosure.
15.3 Upon Termination of this Agreement, or at any time upon the request of the other party, each party shall return all Confidential Information in the possession of such Party or in the possession of a third party (over which such Party has or may exercise control).
15.4 In the event of any breach of the obligations under this Section 15, each Party acknowledges that the other Party may have no adequate remedy at law, in addition to such other remedies as may be available to the other Party, the other Party may obtain injunctive relief.
15.5 This Section shall survive any termination or expiration of this Agreement.
16.1 If any of the Parties hereto is prevented from fulfilling its
obligations under this Agreement by reason of any supervening
event beyond its control (including but not limited to an Act of
God, Natural Disaster, or Civil Disorder) the Party unable to
fulfil its obligations shall immediately give notice in writing of
this to the other Party and shall do everything in its power,
including but not limited to accepting assistance from third
parties or the other Party, to resume full performance.
16.2 If the period of incapacity exceeds two (2) months, then this Agreement shall automatically terminate unless Parties expressly agree otherwise in writing
17.1 The relationship between the Parties hereto shall be one of
collaboration for the single purpose of the business relationship
17.2 This Agreement shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other.
17.3 This Agreement is not intended to confer on any person other than Collect Africa and the Merchant, any express or implied benefit or burden.
18.1 Nothing set forth in this Agreement shall constitute a
transfer or assignment by one Party to another Party of any
Intellectual Property Rights owned or otherwise controlled by such
Party, and each Party hereby retains all of its rights, title and
interest in such Intellectual Property Rights.
18.2 All Intellectual Property Rights in or related to the Payment gateway are and will remain the exclusive property of Collect Africa, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Payment gateway is used or licensed. The Merchant shall not take any action that jeopardises Collect Africa’s proprietary rights or acquire any right in the Payment gateway, or the Confidential Information, as defined herein. Unless otherwise agreed on a case-by-case basis, Collect Africa will own all rights in any copy, translation, modification, adaptation or derivation of the Payment gateway or other items of Confidential Information, including any improvement or development thereof.
19.1 The rights, benefits or obligations under this Agreement may
not be assigned or otherwise transferred in whole or in part
without the prior written consent of all the Parties but shall be
binding upon and inure to the benefit of each of the Parties and,
where so permitted, their assigns or other transferees.
19.2 Collect Africa may subcontract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates; however, the Merchant shall remain responsible for the performance of its duties under this Agreement.
As this Agreement has no fixed end date, Collect Africa reserves
the right to modify this Agreement for other reasons that Collect
Africa cannot predict right now, but Collect Africa will always
explain the impact that such modification will have on the
The Merchant does not have to accept any changes – The Merchant can always terminate this Agreement without explanation or charge by informing Collect Africa before such modification comes into effect. If the Merchant keeps using Collect Africa after any modification is made, It shall be presumed that the Merchant has accepted such modification.
The respective rights of the Parties (whether arising under this Agreement or under the applicable law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such right shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on the part of either Party shall preclude them from exercising any such right or constitute a suspension or variation of such right.
In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant It shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.
At all times after the date hereof the Parties shall at their own expense execute all such documents and do such acts and things as may be reasonably required for the purpose of giving full effect to this Agreement.
25.1 Collect Africa shall not be involved in any disputes that may
arise between the Merchant and any of its Customers, unless such
dispute specifically relates to transaction settlement.
25.2 In the event of a dispute between Parties with respect to any issue arising out of or relating to this Agreement in any manner, including but not limited to the breach thereof, resolution of which cannot be resolved amicably by the Parties through negotiation within one (1) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where parties are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC.
25.3 The arbitration shall be held in Lagos, Nigeria and conducted in English language.
25.4 The decision of the arbitrator shall be final and binding on the Parties and Parties agree to be bound by it. Such decision shall be rendered within thirty (30) days of the closing of the hearing record.
25.5 The cost of arbitration shall be borne equally by the Parties.
25.6 The Arbitral award rendered by the arbitrator shall be entered in any court of competent jurisdiction as judgement. No award of punitive damages by the arbitrator may be enforced.
This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.
Any notice required or permitted by this Agreement to be given to
either Party by the other shall be given by personal delivery to
such Party or by registered or certified mail, electronic mail,
postage prepaid, return receipt requested, and addressed to:
COLLECT PAYMENT TECH LIMITED
Address: Work Station, 350-360, Ikorodu Road, Maryland, Lagos.
Email: email@example.com Attention: Managing Director
MERCHANT: The address and email address provided by you.
28.1 Each Party hereby undertakes that, at the date of this
Agreement, itself, its directors, officers, employees or
Affiliates have not offered, promised, given, authorised,
solicited or accepted any undue pecuniary or other advantage of
any kind (or implied that they will or might do any such thing at
any time in the future) in any way connected with this Agreement
and that it has taken reasonable measures to prevent
subcontractors, agents or any other third parties, subject to its
control or determining influence, from doing so.
28.2 Each Party shall comply with all applicable anti-bribery and anti-corruption Laws in Nigeria (including the Economic and Financial Crimes commission laws and the Foreign Corrupt Practice Act of the United States of America) and all applicable anti-bribery and anti-corruption regulations and codes of practice.
28.3 The Merchant shall ensure that this clause 28 is observed in all relationships with its customers.
Where you negotiate a Merchant Services Agreement before or after accepting the terms of this E-Agreement, the executed Agreement will take precedence over this E-Agreement.
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