GTC Products & Services

GENERAL TERMS AND CONDITIONS OF USE FOR NIBSS PRODUCTS AND SERVICES

In this GTC, use of the words “We“, “Our” and “Us” shall refer to NIBSS, and use of the words “You/User/Your” shall refer to NIBSS’ clients/customers who subscribe for the NIBSS Electronic Portals and Industry Services (which expression shall where the context so admits include its successors-in-title and assigns).

YOU AGREE THAT THESE GENERAL TERMS AND CONDITIONS (the “GTC”) POSTED ON THE NIBSS WEBSITE WILL BE EFFECTIVE TO ALL USERS AS OF JULY 1, 2018. A COPY OF THE GTC MAY ALSO BE OBTAINED FROM THE NIBSS OFFICE AT 1230 AHMADU BELLO WAY, VICTORIA ISLAND, LAGOS.

1.1.     NIBSS is a shared service infrastructure set up by all Nigerian licensed banks, and the Central Bank of Nigeria to provide electronic payments, transactions switching, payments aggregation, payments sweeping and settlement services and shared-service platforms for the financial services industry. NIBSS has agreed to provide its Electronic Portals and Industry Services, and User has agreed to the use of or subscription to any NIBSS Electronic Portals and Industry Services subject to the terms and conditions contained in this GTC.

 

1.2       This GTC is a contract between User and NIBSS and governs Your use of and subscription to all NIBSS Electronic Portals and Industry Services, which include the Industry Address Verification Service. Using the NIBSS Electronic Portal and Services means that User must accept all of the terms and conditions contained in this GTC and all other agreements, including the relevant Subscription Agreement for any NIBSS Electronic Portals and Industry Services which User may subscribe to.  User should read all of the terms of this GTC carefully.

 

1.3       NIBSS may amend this GTC at any time by posting a revised version on the NIBSS website. The revised version will be effective at the time it is posted by NIBSS. If the revised version includes a Substantial Change, NIBSS will provide User with 15 Days’ prior notice of any Substantial Change by posting a notice of the same on the NIBSS website. All future changes set out in any revised version already published on the NIBSS website at the time You subscribe for the NIBSS Electronic Portals and Industry Services are incorporated by reference into this GTC and will take effect as specified in that revised version.

 

1.4       NIBSS reserves the right to close, suspend, or limit Your access to the NIBSS electronic portals and services if You violate this GTC, or any other agreement You enter into with NIBSS.

As used in this GTC and any other agreements between You and NIBSS, the following words and expressions shall have the following meanings, except to the extent otherwise defined in such other agreements

“Account Holder” means any legal entity or natural person who has an account in a financial institution and/or the individual or entity legally responsible for all charges made on a specific account held in a Financial Institution.;
“Account Transaction” means any commercial transaction that takes place on the account held and processed by a Financial Institution where the account is domiciled;
Acquirer” any DMB, CBN licensed Financial Institution or entities that manages Sellers’ accounts and is able to receive payments into such accounts;
“Acquiring Bank” means any DMB, CBN licensed financial institution(s) that maintains each Beneficiary’s bank account.
“Admin User”       Your designated officer who has the highest level of access to the NIBSS Electronic Portal(s) and Industry Service(s) accounts and functions 
“Administrator” means a designated official of either Party who is responsible for the upkeep, configuration, and reliable operation of Party’s systems.
“Advance Notice” refers to the notice that must be given by a Biller to a Payer who has signed a Direct Debit Mandate in respect of the first payment and any changes to the date and/or amount to be debited; A prior notification by the Biller to the Subscriber that the amount to be debited from the Subscriber’s Bank Account or the date on which such amount is to be debited pursuant to a Direct Debit Mandate has been altered.
 “Aggregators” means a person or organization that collects information about a particular good/service providers, make the providers their partners, and sell their services under its own brand
“API” means the application program interface for building or exposing software applications to customers.
“AML” means Anti-Money Laundering
“Anti-Corruption Laws” means applicable laws and regulations including but not limited to The Corrupt Practices and other Related Offences Act, 2000 Money Laundering (Prohibition) Act, 2011 (as amended). Economic and Financial Crimes Act, 2004, Advanced Fee Fraud and Other Related Offences Act, 1995
Automated Direct Debit refers to the electronic conversion of Direct Debit Instructions
“Authorised Signatories” means the persons authorised by Your Board’s Resolution to access any of Our platform or enter into an agreement with NIBSS on Your behalf.
“Banking and Payments System in Nigeria”

 

 

means the operational systems, technologies, instruments, people, rules, procedures, standards used to make financial transactions and monetary exchange possible.

 

  “Bank” means a deposit taking institution duly licensed by the CBN
“Bank Account”

 

 

 

means a financial account maintained by an individual in a Financial Institution  profiled for Electronic Banking services and can be  used as means of payment for goods and services;

 

“Batch” means a series of electronic financial card transactions in settlement;
Beneficiary means the recipient of the payment transferred by the Settlement Bank to the Beneficiary’s account with the Acquiring Bank; or recipients of funds paid using a CBN approved platform
“Biller” means an organization or individual that is able to make a request for a Direct Debit Collection or pass a bill to customer for the service provided
“Biller’s Bank” means the bank where the Biller maintains a bank account; it is the bank that presents the debit instruction for payment.
“Banking and Payments System in Nigeria” means the operational systems, technologies, instruments, people, rules, procedures, standards used to make financial transactions and monetary exchange possible.
“Business Day” means Monday through Friday, excluding the official national holidays recognized in Nigeria.
“BVN” means Bank/Biometric Verification Number
“BVN Validation Portal” means a web based automated unique identifier management system designed to process and verify every bank customer’s unique information
 “Card” means a payment card used as means of payment for goods and services
“Card Not Present” means a transaction where the physical card is not present at the time of the transaction, like telephone orders, etc.;
“Cardholder” means any legal entity or natural person to whom a card is issued and/or who is authorized to use it;
“Card Issuer” means any entity legally entitled to issue cards which are acceptable to NIBSS;
“Card Transaction” means any commercial transaction for which the card and card processing equipment are used;
“CBN” means Central Bank of Nigeria
“CBN Licensed Financial Institution” means any licensed deposit-taking institution such as DMB, MFB, PMB, MMO or other payment solution provider licensed by the CBN;
“CentralPay” means the NIBSS electronic payment solution used for  payment of goods and services through electronic commerce platform
 “CFT” means Combating the Financing of Terrorism
“CMMS” means  Central Mandate Management Systems
“CMMS Portal” means a web based automated management system designed to process and verify every bank customer’s unique information and their mandates.
“Competent Public Authority” means any relevant authority, including but not limited to the courts, which is involved or connected with the service
“Consent” means any freely given, specific, informed and unambiguous indication of the Data Subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of Personal Data relating to him or her;

 

“Customer” means Your existing or prospective client(s)
“Customer Information”   means any information distilled from any of Our Electronic Portals and Industry Services in respect of a Customer
“Customer Account(s)” means user identification(s) including user name, password, codes and other data issued by You to Customers to facilitate access to the Portal.
“Data Subject” means an identifiable person; one who can be identified directly or indirectly, in particular by reference to an identification number or to             one or more factors specific to his physical, physiological, mental,             economic, cultural or social identity;

 

 “Debit Card” means a card giving online access to the cardholder’s bank account, allowing an immediate debit to this account of the full transaction amount;
“Destination Bank” means the beneficiary bank.
“Deposit Bank” means a single, centralized place to manage all billing information about your customers – including company and contact information and payment terms and preferred payment methods;
Direct Debit means a form of financial settlement that facilitates settlement of “regular in nature” payments.  It is an instruction from a Subscriber to their bank authorizing an organization to collect funds from their account;
“Direct Debit Collection” means the crediting of value into the Biller’s Bank Account with the Biller Bank by debiting the Subscriber’s Bank Account pursuant to a Direct Debit Instruction
Direct Debit Indemnity means indemnity which protects  a Subscriber in the event that a debit occurs outside the terms agreed between the Subscriber and Biller in the Direct Debit contract, that is, where a payment is unauthorized by the Subscriber, the Subscriber’s Bank shall, on request, make an immediate refund to the Subscriber’s Bank account. Direct Debit Indemnity covers situations where a Biller may not have given the required Advance Notice regarding a change of amount or date.
Direct Debit Instruction means a payment request designed in a specified format, presented by a Biller’s Bank on behalf of a Biller to a Subscriber’s Bank based on the existence of a confirmed Direct Debit Mandate issued by a Subscriber.
“Direct Debit Mandate” or “DDM”

 

means an authority given by a Subscriber to the Subscriber Bank to make payments from an identified account at the request of the Subscriber.  The DDM allows a Biller to collect only amounts that have been authorized by a Subscriber on or after a specified date.
“DMB” means Deposit Money Banks.
“E-Passport Verification Portal” refers to an on-line portal for the verification of Customer’s international passport provided as a means of Customer identification for account opening and other purposes managed by NIBSS in collaboration with Nigeria Immigration Service.
“e-Reference Portal” means a web based automated document management system, designed to process customer account references managed by NIBSS.
“File Transfer Protocol” means a standard network protocol used for the transfer of computer files from a server to a client using the Client–server model on a computer network
“Financial Institutions”

 

 

 

 

 

 

 

means a company under the supervisory purview of CBN, licensed to carry on business of providing financial services for consumers and to industrial, commercial, or agricultural enterprises which include: funds management; equipment leasing; fire-purchase; debts factoring and securitisation;

project financing or consultancy; debt administration; LPO financing; project financing; export financing; financial consultancy; and issuing of vouchers, coupons, credit cards and token stamps and such other businesses as the CBN may, from time to time, designate.

“Fraudulent Practice” means any act or omission, including any misrepresentation, that knowingly misleads, or attempts to mislead, a party to obtain any financial or other advantage, or to avoid any obligation, to benefit the perpetrator or a related party.
“Fraudulent Transaction”

 

 

means transactions that in common law or in accordance with any statutory provision constitutes fraud, regardless of whether the accountholder’s bank has given an authorization or not;
“GSM” means Global Systems for Mobile Communications
“Hot-Card-File” means an electronic file of cards that are invalid due to loss, theft or on which fraud has been reported;
“Identity” means the set of information provided by which a customer is definitively recognizable.
“Identification System Service Providers” means an independent third party providing an automated Identity tracking systems service.
“I’m Alive Verification”

 

means one-to-one real time verification of pensioners using a finger print scanner against the biometric template tied to the NIBSS BVN database

 

“IMEI” Means International Mobile Equipment Identity
“IMSI” means International Mobile Subscriber Identity
“Internet Banking” means a service provided by Financial Institutions that allows persons conduct transactions such as bill payment, confirmation of information about their Bank Account, etc. electronically through a web portal / internet
“Internet Banking Profile” means the Account Holder’s Unique Information and  log-in details that enable Account Holder access Internet Banking
“Issuing Bank” means the Payer bank.
“Issuer” means a Financial Institution (FI) who manages payers accounts and is able to authorise payers’ debit transactions;
“Know Your Customer”/”KYC” means the process employed by financial institutions/other financial institutions to verify the identity of their Customer and obtain detailed information about their clients’ risk tolerance and financial position.
“LearnNG Platform” refers to an on-line e-learning platform that acts as a center or go-to website for a variety of courses, providing learners with knowledge and skills required for personal improvement, or improvement on job performance.
“Material Breach means failure of a Party to perform its obligation under this GTC that is significant enough to substantially destroy the value or benefit that the innocent or affected Party would otherwise have derived from this GTC
“Merchant” means the owner of an outlet (physical oronline) providing goods and/or services for sale to an Account Holder and in whose premises/site electronic payment is accepted as a means of payment;
“Merchant Acquirer/Acquirer” means the financial institution that maintains the Merchant’s bank account and  accept credit transactions on behalf of the Merchants from the Issuing Bank.;
“Merchant Commission” means the fees payable by the merchant and shall have the same meaning as Merchant discount;
“Merchant Enroller” means any registered company, other than a CBN licensed financial institution, approved by NIBSS to enroll and on-board Merchants to the mCASH payment solution
“Merchant Identification Number” means a number provided by NIBSS to identify the Merchant in a transaction;
“Merchant Operating Manual” means a detailed description and instructions to the Merchant relating to the operating procedures and processing of valid card transactions;
“Merchant Service Charge” means to fee payable by the Merchant  for the service of the processor and other stakeholders,
“MFB” means Microfinance Bank;
 “MMO”

“MSISDN”

means Mobile Money Operator

means Mobile Station International Subscriber Directory Number

“NES” means NIP Name Enquiry Service
“NAPS” means NIBSS Automated Payment System (NAPS), an integrated multi-bank e-payment, e-collection and payroll & bulk payment platform designed for the instant processing of payroll, pension, personnel records and execution of funds transfer, direct debit, collections, schedule delivery and payment instructions.
“NAPS Portal”

 

 

means a website that serves as an integrated multi-bank e-payment, e-collection and payroll & bulk payment platform

 

“NCC” means Nigerian Communications Commission
NCS” means Nigeria Central Switch
NIBSS E-Portal and Industry Services means those value added services NIBSS offers to banks and other players in the financial and non-financial sectors to reduce costs, optimize service delivery, enhance operational efficiency and ease the performance of day to day routine activities in the financial and non-financial sectors.
“NIP NES” means NIP Name Enquiry Service
“NIP Platform” means NIBSS Instant Payment platform
“NIP Transaction” means a transaction transferred on the NIBSS instant payment platform  from a source bank by sender to a Destination Bank for the Beneficiary  .
“OFI” means Other Financial Institutions
“OTP” means one time password
“Payer” Means an entity that makes payment (or is contractually or legally required to make payment) to another entity.
“Parties” means NIBSS and User
“Party” means either NIBSS or User
“Participating Bank” means a source/sending or destination/receiving bank
“PCI DSS” means Payment Card Industry Data Security Standards
“Penalty” means a fine levied by NIBSS for the contravention of their regulations and/or operational risk parameters by the Merchant;
“Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; It can be anything from a name, address, a photo, an email address, bank details, posts on social networking websites, medical information, and other unique identifier such as but not limited to MAC address, IP address, IMEI number, IMSI number, SIM and others;
“PIN” means a payment initiator’s personal identification  number/code allowing him/her to carry out a  transaction securely;
“Pin-Driven Card” means a chip-n-PIN card requiring  a cardholder to enter a PIN into the Point of Sale Terminal or PIN pad or otherwise before carrying out a transaction;
 “PMB”  means Primary Mortgage Bank
Point of Sale Terminal” means an electronic device or hardware, used by merchants to accept payments at retail locations
“Principal Account” means the user identification(s) including user name, password, codes, etc. created by NIBSS for User to facilitate access to the respective NIBSS platform, NIBSS Electronic Portals and Industry Services for which the User has subscribed to.
 “Processor” means any licensed service provider used by the Issuer to authorize and process card transactions; or a natural or legal person, public authority, agency or other body which controls or processes Personal Data on behalf of each Party, as applicable.
“Processing” means any operation or set of operations which is performed on Personal Data    or on sets of personal data, whether or not by             automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination     or otherwise making available, alignment or combination, restriction, erasure or destruction.

 

“Project/Undertaking” means the integration of User’s payment solution to NIP and NCS infrastructure to provide instant values to User or User’s customers in the payment industry on behalf of User.
“Public Key Infrastructure” (PKI) means a security system incorporating the use of digital signatures to ensure the integrity confidentiality of and access to transmitted information/data;
“Seller” means any retailer that accepts payments with the USSD-based, on-line/web, or Mobile App/In-App payments platform;
 “Seller Enroller” means a Financial Institutions or 3rd party that enroll sellers;
“Seller Code” means a unique number assigned to Sellers by Acquirers or their agents;
“Settlement” means part of the clearing process where the Acquirer credits the Merchant’s account with the amount of an account purchase, and the Acquirer debits the Account Holder for the Transaction, thus settling the Transaction;
“Settlement Bank” means the Money Deposit Bank that discharges payment obligations arising from inter-bank funds transfers between paying and receiving Financial Institutions in respect of operations that pass through the NIBSS infrastructure
 “Settlement Cycle”

 

 

 

means the period between one working day  and the next one for all transactions that occur on a daily basis within such period from Monday to Friday but excludes weekends, public holidays, and Force Majeure.
“SIM” means Subscriber Identity Module
“SMS” means Short Message Service
“Source Bank” means the bank or institution from which the name enquiry request originates  
 “Stakeholders”

 

 

means all persons, corporate or individuals involved in the process flow of a transaction from the point of initiation to completion

 

“STK” means Systems Tool Kit
“Sub Processor” means any data processor engaged by the Processor
“Subscriber”

 

 

means the party whose Bank Account is to be debited as instructed in a Direct Debit Mandate, typically a customer of a Biller or who has an existing financial relationship with a Biller.
“Subscription Agreement” means the agreement between NIBSS and the User that sets out the specific terms and conditions governing the use of the NIBSS’ Electronic Portal(s) and Industry Service(s) subscribed to by the User
Subscriber’s Bank means the bank where the Subscriber maintains an account.
Substantial Change means a change to the terms of this GTC that reduces User’s rights or increases User’s responsibilities
“Test Data” means data that is used to execute tests on software
 “Third Party Service Provider” means a separate business entity working with NIBSS to facilitate the NIP Platform and Service.
“Transaction” means any action between a cardholder and a Merchant that results in activity on the cardholder’s account, such as a purchase, refund, or reversal and settlement and shall have the same meaning as card transaction;
“USSD” means Unstructured Supplementary Service Data.
Unique Information”

 

 

means each Account Holder’s identification details such as name, password, and other connectivity protocols.

 

“Unique Short Codes”        means short digit sequences that are used to address messages in the systems of mobile network operators.
IAV Industry Address Verification

i.    The meanings set forth for defined terms in this GTC or in any other agreement between NIBSS and You shall be equally applicable to both the singular and plural forms of the terms defined and the masculine, feminine or neuter gender shall include all genders.

ii.   All references in any other agreement between NIBSS and You to clauses,  sections,  schedules and exhibits are to clauses, sections, schedules and exhibits in or to such agreement unless otherwise specified therein.

iii. References in this GTC and any other agreement between NIBSS and You to any statute, decree, regulation or other Applicable Law shall be construed as a reference to such statute, law, decree, regulation or other Applicable Law as re-enacted, re-designated, amended or extended from time to time.

iv. References to the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to”, whether or not they are followed by such phrases or words of similar import.

v.   References to a number of days shall refer to calendar days unless Business Days are otherwise specified.

i.                    This sets expectations of all parties in the IAV platform

ii.                  Nigerian Inter-Bank Settlement System shall be held accountable for the following:

·         Ensure collection of information from the Bank and provision of same to the Verification Agency.
·         Transmission of feedback from the Verification Agency to the Bank
·         Proper monitoring of Agent activities for efficiency
·         Response to enquiries from Banks within agreed SLA

 

iii.                The Bank shall be responsible for the following:

·         Monthly payment for Services rendered at agreed rate
·         Provision of quality data input for verification activities
·         Response to enquiries from Agents via the IAV platform
·         Proper IT infrastructure to support integration with the service and system stability after go live.
·         Prevent interaction with Agents to preserve objectivity of the process.

5.1   In connection with the exercise of User’s rights and obligations under this GTC User will comply, at            User’s own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to User, this GTC, Subscriber Agreement(s) or transactions conducted on the NIBSS platform and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including but not limited to those related to taxes.

5.2 User shall be responsible for its respective levies, charges, contributions or taxes in connection with the NIBSS services subscribed to, including obtaining tax certificate or exemption certificate as may be required in accordance with the provisions of any laws,   regulations or directives for the time being in force in Nigeria.

5.3 User shall not use the NIBSS portals and services in any manner, or in furtherance of any activity that may cause NIBSS to be subject to investigation, prosecution, or legal action.

Each of the Parties represents and warrants that:

6.1   It has corporate power (including, without limitation, under its memorandum and articles of association) to enter into and perform its obligations under this GTC;

6.2   It has in full force and effect the authorizations necessary to enter into this GTC, perform its obligations under it and enforce this GTC;

6.3   It has the requisite facilities, technology and personnel to perform its obligations under this GTC; and

6.4       All information provided in relation to this GTC are true, accurate and complete in every respect and are not misleading.

7.1 Neither Party shall be responsible for any failure to fulfill any term or condition of the GTC if and to the extent that fulfillment has been delayed or temporarily prevented by a Force Majeure occurrence, as hereunder defined, and which is unforeseeable,   beyond the control, without the fault or negligence of the Party affected (Affected Party) and prevents the Affected Party from fulfilling its obligations under this GTC.

7.2 For the purposes of this GTC, Force Majeure relates to the occurrence of events such   as

– 7.2.1 Riot, war, acts of terrorism, civil war, rebellion, revolution, insurrection of  military or usurped power;

– 7.2.2 Earthquake, flood, and/or other natural physical disasters, but excluding weather  conditions regardless of severity;

– 7.2.3 Strikes at a national level or industrial disputes at a national level, or strikes or industrial disputes by labour not employed by the Affected Party and which affect a substantial  portion of the provision of the services under this GTC;

– 7.2.4 Acts or orders of governments or governmental bodies (including legislative bodies,  local or port authorities), changes to any general or local Statute, Ordinance, Decree   or other Law or any regulation or bye-law of any local or other duly  constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation or bye-law;

– 7.2.5 Regulatory authority’s intervention negating the intention and terms of this GTC.

7.3 In the event of a Force Majeure occurrence, the Affected Party shall promptly notify the other Party in writing, giving the full particulars thereof and shall use all reasonable endeavours to remedy the situation immediately.

7.4 Following notification of a Force Majeure occurrence, the Parties shall meet without delay with a view to agreeing a mutually acceptable course of action to minimize any effects of such occurrence.

8.1 All information of a non-public, confidential or proprietary nature, whether of a commercial, financial or technical nature; customer, supplier, product or production-related; or otherwise all information exchanged in the ordinary course of delivering the NIBSS Electronic Portals and Industry Services shall be deemed Confidential Information.  In recognition of the foregoing, User agree(s) and covenant(s) that it shall:

– 8.1.1    keep and maintain all Customers’ information in strict confidence, using the highest degree of care as is appropriate to avoid unauthorized access, use or disclosure;

– 8.1.2    use and disclose Customer Information solely and exclusively for the purposes for which the Unique Information, or access to it, is provided pursuant to the terms and conditions of this GTC.

– 8.1.3    not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Information for the benefit of anyone other than the Customer;  except with the Customer’s prior written consent;

– 8.1.4    not, directly or indirectly, disclose Customer Information to any person other than its authorized employees and to the extent required by Competent Public Authorities or as otherwise, to the extent expressly required, by applicable law.

8.2 Subject to paragraph 5.1 above, all information and documents (whether financial, technical or otherwise) obtained by either NIBSS or User or their employees, contractors, consultants or agent which are not published or otherwise publicly available shall be kept confidential and not disclosed to third parties or the public except with the prior written approval of the other Party or as required by laws of the Federal Republic of Nigeria. This prohibition shall not prevent either Party, with written consent of the other from issuing press releases containing non-sensitive information in relation to the relationship between the Parties.

8.3 This entire clause 8 and the Parties’ obligations of confidentiality shall survive termination of this GTC and this clause 8.3 shall supersede similar provision(s)  as to duration of confidentiality obligations contained in any other agreement between the Parties.

8.4 The NIBSS Electronic Portals and Services and all data contained thereon and obtained therefrom shall remain the property of NIBSS and NIBSS reserves the right to disallow access to User at any time.

8.5 NIBSS may request User to promptly return or to destroy Customer Information in whatever form preserved where NIBSS reasonably anticipates that breach of confidentiality has or is very likely to occur.

8.6  NIBSS shall always exercise due care to ensure that the customer information is secured and protected. However, NIBSS shall not, in any event, be liable for any litigation, breach or disclosure that may occur if it is compelled by law, regulation, and Government Authorities to disclose Customer information to third parties.

The Parties shall cooperate with one another in order to achieve the objectives of this GTC. Whenever a consent or approval is required by one Party from another Party, such consent or approval shall be in writing and not be unreasonably withheld or delayed.

10.1   User undertakes to indemnify, defend and hold harmless NIBSS, its subsidiaries, affiliates, officers, directors, employees, agents, successors from and against all losses due to data security breach or the unauthorized use of shared personal information, any loss of funds, fraud, damages, actions, interest, awards, demands, liabilities, actions, judgment, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, damages and proceedings that may be made by any third party arising as a consequence of negligence and unlawful acts or omissions on the part of User or its agents or subcontractors to comply with any of its obligations in this GTC or the NDPR.

10.2   User agrees to defend NIBSS against any such liability, claim or demand in clause 10.1 above. NIBSS agrees to notify User promptly of any written claims or demands against NIBSS for which User is responsible hereunder.

11.1   NIBSS shall not be liable:

– i.   for any damage from or in connection with the services herein provided where such damages was not as a result of NIBSS’ negligence or gross misconduct;

– ii.    for any claim arising out of any act or omission of User or any other entity or third party furnishing services in conjunction with the services provided herein;

– iii.     for any unlawful or unauthorized use of the services provided hereunder by User, its employees or agents;

–  iv.     in any event whatsoever, to User, or anyone else for special, collateral, exemplary, indirect, incidental or consequential damages (including without limitation, loss of good will, loss of profit or revenue, loss of savings, loss of use, business interruptions, and claims of/against User, even if NIBSS had been advised of the possibility of such damages, except as provided in this GTC; and

 

11.2   The remedies of User set forth herein are exclusive and in lieu of all other remedies, express or implied. Except as provided for in this GTC, NIBSS shall not be liable for any further damages in performing the services.

11.3   Unless and to the extent prohibited by law, the liability of NIBSS and the liability of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers, to User or any third parties in any circumstance is limited to the actual amount of direct damages finally proven. However, in no event whatsoever shall the maximum liability of NIBSS exceed the sum of ₦50, 000, 000 (Fifty Million Naira).

12.1 User shall be liable for any breach of its obligations to ensure the security                                               and privacy of its data holdings, including:

– i.   The prevention of unauthorized access to the Unique Information that it holds;

– ii.    The privacy of any Unique Information that may be collected, used or disclosed by it as a result of its service offering;

– iii.   Compliance with applicable data protection laws and act only for the purposes authorised by NIBSS.

– iv.   Implement appropriate technical, physical and organisational security measures to secure Account Holder’s Information against unauthorised disclosure (including remote access), or access, and against all other forms of unlawful processing (including unnecessary collection or further processing).

– v.   Keep the Unique Information confidential and shall not disclose same in any way to any third party except where, (i) the disclosure is strictly necessary for the performance of services on behalf of the Account Holder, or (ii) where the Unique Information needs to be disclosed to a Competent Public Authority to comply with a legal obligation. User shall ensure that its employees are made aware of its obligations under this GTC and be placed under similar obligation of confidentiality and privacy.

– vi.   Use of data processors to process personal data, provided that User (a) ensure(s) that any engaged data processor shall abide by data protection requirements no less stringent than that provided in this GTC, (b) remain(s) fully liable to NIBSS for the data processor’s acts or omissions in regard to its processing, (c) and informs NIBSS of the data processors engagement.

 

12.2  Promptly inform NIBSS if:

– i.   it is unable to comply with its obligations under this GTC because of legal requirements;

– ii.    it receives an inquiry, a subpoena or a request for inspection or audit from a Competent Public Authority relating to the processing;

– iii.   it intends to disclose the Unique Information to a Competent Public Authority;

– iv.   it detects or reasonably suspects that an unauthorised access to the NIBSS platform or Electronic Portals and Industry Services, use, loss, theft, destruction or disclosure of Unique Information (“Data Security Breach”) has occurred. Such notice shall be sent per e-mail to info@nibss-plc.ng.com.

12.3     In the event of a Data Security Breach, User shall promptly take adequate remedial measures, and provide NIBSS regarding measures taken including any additional information NIBSS may request relating to the data security breach. User shall fully cooperate with NIBSS to develop and execute a response plan to address the data security breach.

12.4     User shall be liable to NIBSS for any breaches by User and/or User’s processors of its data protection obligations under the GTC. NIBSS shall have the right to reasonably verify Your/User’s compliance of its data protection obligations under these Terms and Conditions.

Nothing in this GTC, whether express or implied, is intended or shall be construed to confer, directly or indirectly, upon or give to any person, other than NIBSS and the User hereto, any legal or equitable right, remedy or claim under or in respect of this GTC or any covenant, condition or other provision contained herein.

User/You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that You use to access the NIBSS Electronic Portals and Services.

Parties shall be responsible for their respective levies, charges, contributions or taxes in connection with the service, including obtaining tax certificate or exemption certificate as may be required in accordance with the provisions of any laws, regulations or directives for the time being in force in Nigeria.

16.1 The processing/transaction fee charged by NIBSS shall be deducted from source, i.e. an account designated by User for that purpose or from the settlement account at the CBN.

16.2 All debit passed to the designated account must be honored by User while return debit will attract suspension of the Principal Account and NIBSS services until the sum accrued is paid.

16.3 The Parties further agree that the charges may be reviewed in line with industry agreements from time to time and NIBSS will communicate the price change within fourteen (14) days of such change through a letter duly signed by an authorised signatory of NIBSS.

16.4 In the event that User decides to pay the transaction fees but delays, fails, refuses, neglects or defaults in making payment, User shall pay interest at the current commercial bank lending rate for the period of default or delay notwithstanding the existence or otherwise of any legal proceeding during the period of the delay or default.

16.5 That any and all payments made or payable by User pursuant to this GTC  shall be made without any set-off or counterclaim.

16.6 That NIBSS is authorised to debit User deposit account with all payments payable by or due from User in furtherance of this GTC or any other agreement between  User and NIBSS.

17.1 In connection with Your use of NIBSS Electronic Portals and Industry Services, Our service platforms, Your Principal Account, NIBSS payment services, or in the course of Your interactions with NIBSS, other users, or third parties, You will not:

– a.      Breach this GTC, other applicable terms and conditions or any other Policy or agreement that You have agreed to with NIBSS;

– b.      Violate any law, statute, ordinance, or regulation;

– c.       Infringe NIBSS’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

-d.      Act in a manner that is defamatory, trade libelous, threatening or harassing to NIBSS, Our employees, agents or other users;

-e.       Provide false, inaccurate or misleading information;

-f.        Engage in potentially fraudulent or suspicious activity and/or transactions;

-g.       Refuse to cooperate in an investigation or provide confirmation of Your identity or any information You provide to us;

-h.      Conduct Your business or use the NIBSS Electronic Portals and Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines,  penalties and other liability to NIBSS, other users, third parties or You;

-i.    Use the services in a manner that NIBSS, a card scheme or any other electronic funds transfer network reasonably believes to be an abuse of the financial system or a violation of NIBSS or network rules;

-j.    Disclose or distribute another user’s information to a third party, or use the information for marketing purposes unless You receive the third party’s express consent to do so;

-k.      Facilitate any viruses, Trojan horses, worms or other computer programming routines  that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

-l.    Use an anonymizing proxy; use any robot, spider, other automatic devices, or manual process to monitor or copy the NIBSS’ website without NIBSS’ prior written  permission;

-m.    Use any device, software or routine to bypass Our robot exclusion headers, or interfere or attempt to interfere with the NIBSS website or the NIBSS Electronic Portals and Industry Services.

17.2. If NIBSS, reasonably believes that User may have engaged in any Restricted  Activities, NIBSS may suspend, or limit Your access to Your Principal Account or any NIBSS Electronic Portal and Industry Services; You shall be notified within 72 hours where NIBSS has had cause to suspend or limit Your access accordingly and given 7 days’ notice to refrain from such activities or remedy any breach and show to the reasonable satisfaction of NIBSS that this has been done. Should You fail to refrain from such activities or remedy such breach to the reasonable satisfaction of NIBSS upon the expiration of such 7 days’ notice given to You by NIBSS, NIBSS reserves the right to close Your account to the Electronic Portals and Industry Services until further notice.

18.1       Subject to the provisions of this GTC and its duration thereof, NIBSS hereby grants to User and User accepts a limited, non-exclusive, non-transferable, non-assignable right to use its Product(s) for the purposes set forth in this GTC.

18.2          User acknowledges that NIBSS is the exclusive owner of the Product(s) and that no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied is granted by NIBSS to the User under this GTC except as otherwise provided in this GTC .

18.3       In connection with the foregoing, User covenants and agree that it shall not;

i.         Use the Product or any content delivered to it by NIBSS in a way contrary to the terms and conditions of this GTC or the Subscription Agreement.

ii.         Rent or lease the Product(s) or any part thereof

iii.         Circumvent any technology used by NIBSS or its licensors to protect any accessible content.

iv.         Provide its password to any other individual or organisation or use any other individual or organisation’s user name and password.

v.         Re-engineer, decompile, disassemble, modify or create derivative works based on the Product(s) or any part thereof.

18.4          User agrees that the provisions of this clause 18 are reasonable having regard to the necessity of NIBSS to protect its ownership rights in the Product(s) and that any breach of the terms contained in this clause 18 shall be deemed a Material Breach of this GTC and in addition to any other remedies which may be available to it under this GTC, NIBSS shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to its Product(s).

This GTC may be terminated in the circumstances and manner provided hereunder:

19.1     Automatically if, by reason of withdrawal of any governmental authorization, license, or permit, either Party is unable to fulfill its obligations herein stated.

19.2     By either Party upon willful default or a Material Breach by the other Party to perform any of its obligations under this GTC, if such default is not corrected within thirty (30) days after written notice by the non-defaulting party. For the purposes of this GTC, a breach shall be deemed to be material if it is incapable of being remedied by payment and goes to the root of the GTC.

19.3     If NIBSS or User is wound up or liquidated whether provisionally or finally.

19.4     Any termination (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in this GTC or subsequent GTCs which are expressly or by implication intended to come into or continue in force on or after such termination.

20.1     Any notice under this GTC shall be in writing and may be served on either Party personally, or by registered or recorded delivery mail.

20.2     The notice shall be deemed properly served, if received by hand upon being delivered personally to the Party for whom it is intended; or in the case of registered or recorded delivery, five (5) days following deposit of same in the mail; if sent by facsimile or email, upon confirmation of delivery, or if sent by overnight delivery services, the next day.

20.3     All notices under this GTC shall be sent to the address provided by the Parties.

20.4     Each Party reserves the right by prior written notice to the other Party to change its address.

20.5     The commencement of the period of notice shall be a working day at normal working hours between the hours of 8.00am and 5.00pm and the period shall be exclusive of Saturday and Sunday.

21.1     This GTC shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.

21.2     The Parties shall do all within their effort to settle any dispute arising between them amicably within thirty (30) days of written notification of any dispute by the affected party.

21.3     Where Parties are unable to amicably resolve their dispute, such dispute, controversy or claim arising out of or relating to or in connection with this GTC, or the breach, termination or validity hereof shall be finally settled by a sole arbitrator in accordance with the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, for the time being in force at the time such arbitration is commenced (the “Arbitration Act”).

21.4     Parties shall jointly appoint the sole arbitrator within thirty (30) days of the receipt by a party at the other party’s request to initiate arbitration. Where the Parties are unable to appoint their arbitrator within the prescribed time, the decision shall be made by the Chairman of the Governing Council of the Lagos Multi-Door Court House, Lagos State, Nigeria.

21.5     The place of the arbitration shall be Lagos, Nigeria. The language of arbitration and award shall be English.

21.6     A Party shall not be entitled to suspend the performance of its obligations under this GTC because an arbitral proceeding has been initiated.

21.7    Without prejudice to the right of a Party to seek interim preservative orders from a court of competent jurisdiction, the decision of the arbitrators shall be final and binding on the Parties.

This GTC shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this GTC.

If any provision of the GTC is held by any competent authority to be invalid or unenforceable in whole or in part such provision shall be construed, limited or if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the GTC and the remainder of the provision in question shall not be affected but shall remain in full force and effect.  If the severed provision is critical to the performance of this GTC, then the Parties shall negotiate together with a view to agreeing upon a valid replacement provision of equivalent economic effect, which shall replace the severed provision and be inserted in this GTC

This GTC, other agreements or terms and conditions (as applicable) and the Subscription Agreement entered into between NIBSS and User for the provision of the Product(s), including any schedules attached thereto, constitute the entire agreement and understanding between the Parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the Parties with respect to the subject matter of this GTC. The entire agreement shall together constitute a single agreement between the Parties

If there are any conflicts between the terms in this GTC and the Subscription Agreement or any other agreement between NIBSS and User, the terms in the Subscription Agreement shall prevail.

This GTC, the Subscription Agreement, and other agreements or terms and conditions (as applicable) that may be entered into between NIBSS and User shall not be assignable by User except with the written permission of NIBSS.

27.1    The Parties are committed to observing the highest standards of legal and ethical behaviour in the conduct of their relationship under this GTC. The Parties hereby undertake to comply with the applicable provisions of the Anti-Corruption Laws, and all laws relating to Anti-Money Laundering, terrorism financing etc

27.2    Parties undertake that they will not and will ensure that their personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc. will not:

i.            make, promise, or offer (or accept, request, receive or agree to receive) any gift, payment, reward, rebate, contribution, commission, or any improper influence, incentive, inducement, or advantage of any kind (financial or otherwise) (a “Bribe”), directly or indirectly, to or from: any public official, administrative officer or political party; any private entity, party or individual; or any political or charitable organisations which would contravene any applicable provisions of the Anti-Corruption Laws applicable to NIBSS and User; and

ii.            make, promise or offer (or accept, request, receive or agree to receive) any small gift, payment or improper reward of any kind, which might be considered a “facilitation” or “grease” payment- a small payment made to facilitate or expedite particular functions or services (“Facilitation Payment”).

 

27.3  Parties undertake that they will not, and will procure that their personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc. will not directly or indirectly engage in, promote or support other organisations or individuals who engage in or attempts to commit or promote or support terrorist activity or knowingly provide material support or resources to any individual or entity that commits, attempts to commit, facilitated, or participated in terrorist acts.

27.4    Party undertake that they not will not, and will procure that their personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc. will not engage in any fraudulent or unethical business practices or by an act or omission, including any misrepresentation knowingly misleads, or attempt to mislead, a party in order to obtain any financial or other advantage, or to avoid any obligation, to benefit the perpetrator or a related party.

27.5    Parties undertake that they have complied with all anti-money laundering laws and regulations, including without limitation to the Money Laundering (Prohibition) Act, 2011 and all other relevant guidelines.

27.6    Parties shall maintain policies and procedures designed to prevent, and which are likely to prevent, violations of the Anti-Corruption Laws and will conduct the requisite due diligence in connection with all its transaction and will maintain sufficient information to identify their respective customers for the purposes of all Anti-Corruption Laws.

27.7     Any violation of this clause 26 will constitute a material breach of this GTC and either Party shall be entitled to terminate this GTC and any other agreement(s) or Subscription Agreement entered into between NIBSS and User.

28.1     User(s) shall observe all applicable laws on Personal Data protection and/or privacy requirements of the Federal Republic of Nigeria, including, without limitation, the Constitution of the Federal Republic of Nigeria, and the Nigerian Data Protection Regulation 2019 (NDPR).

28.2     Where User(s) receive any Personal Data, it shall ensure that it fully complies with the provisions of the NDPR and only deals with the data to fulfil its obligations under this GTC/Agreement. User(s) shall indemnify NIBSS for any breach of the  NDPR which renders NIBSS liable for any costs, claims or expenses.

28.3     In fulfilment of its obligations under the Act, User(s) shall each have such security measures or systems in place to ensure full compliance with the NDPR and all other applicable laws: such measures shall include but not limited to protecting systems from hackers, setting up firewalls, storing data securely with access to specific authorized individuals, employing data encryption technologies,  developing organizational policy for handling Personal Data (and other sensitive or confidential data), protection of emailing systems and continuous capacity building for staff.

28.4     User(s) shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Personal Data,  ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Personal Data, as strictly necessary for the purposes of this GTC/Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

28.5     With the execution of this Agreement, User(s) shall not process Personal Data pursuant to this GTC/Agreement except the Data Subject consents to such Processing.  All Personal Data acquired by Parties pursuant to the performance of obligations under this GTC/Agreement shall only be used for the purposes of this GTC/Agreement and shall not be further processed or disclosed without the Consent of the Data Subject.

28.6     When entrusting a Processor with Processing activities, User(s) shall use only processors providing sufficient guarantees, in particular in terms of expert knowledge, reliability and resources, to implement technical and organisational measures which will meet the requirements of the NDPR, including for the security of Processing.

28.7     Where the Processor engages another sub-processor for carrying out specific processing activities on behalf of the Parties, the same data protection obligations as set out in this GTC/Agreement shall be imposed on that Processor and Subprocessor by way of a contract or other legal act under applicable data protection legislation and regulations including the NDPR.

28.8     Processor shall make available to NIBSS on request all information necessary to demonstrate compliance with this clause, and shall allow for and contribute to audits, including inspections, by NIBSS or an auditor appointed by the User(s) in relation to the Processing of NIBSS’ Personal Data by the Processors.

 

      28.9     Indemnity.

User agrees to indemnify and keep NIBSS indemnified and defend it, at User’s own expense, against all costs, claims, damages or expenses incurred by NIBSS or for which NIBSS may become liable due to any failure by the User or its data   Processor or User’s employees, agents, subcontractors or Sub-Processors to comply with any of its obligations under the Nigerian Data Protection Regulation  (“NDPR”) or any other applicable legislation on data processing.

 

28.10   Release of NIBSS.

If a third party has a dispute with one or more Users in connection with the NIBSS  services and/or breach of data security, such third party and User hereby release  NIBSS and Affiliates (and their officers, directors, agents, joint ventures,  employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. User shall procure and ensure that all third parties are placed under similar obligation and written agreement releasing NIBSS from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such or any disputes.

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