1. Parties to Agreement
SmartTeller Ltd hereafter referred to as "company", "we", "us" and
CLIENT [User of SmartTeller] hereafter referred to as
We are responsible for providing you with the Financial Management software solution ("SmartTeller") ("The Service"). SmartTeller consists of a web application and
a mobile application. The SmartTeller application is used (among others) by Micro
Finance Banks or Institutions to help them manage transactions and makes the
basic feed operations of a teller easier and automated, which in turn is fast,
reliable and error free in real time. We are responsible for the quality,
delivery and maintenance of the Service in compliance with our Service Level
This Agreement shall take effect upon the date you
execute this Agreement ("Effective Date") for an initial period of one (1) year
and shall automatically roll over on each annual anniversary until terminated
by either party serving on the other a minimum of 30 days' notice in writing.
For the first month, the Service shall be provided at no cost to you.
4. Payment and Taxes
The price at which we shall license the Service shall
be based on our subscription plan. We may vary this rate but shall give you
five (5) days written notice of such change. The rates can vary even during
the term of this Agreement.
You may not by reason of any claim against us
withhold payment of any invoice for the Service, or claim any right of set-off
against any payment due to us under this Agreement.
All usage charges agreed and signed for are due
regardless of whether usage is made of SmartTeller, and subscription fees are not refundable..
Either you or we shall be entitled to terminate
this Agreement forthwith by written notice to the other ( "the defaulting party"
) if ;
The defaulting party commits any continuing or
material breach of this Agreement, but in the case of a breach which is capable
of remedy, the defaulting party must have been given fourteen (14) days' notice to
remedy the breach and have failed to do so;
An administrator takes possession or a receiver
or administrative receiver is appointed over any of the defaulting party's
property or assets;
The defaulting party makes any voluntary
arrangement with its creditors or becomes subject to an administration order;
The defaulting party ceases, or threatens to
cease, to carry on business.
When the solution is not used by a financial service industry.
When the solution is being sold or prensented without our consent
Upon termination any indebtedness by you to us
shall become due and payable immediately and we shall be relieved of any
further obligation to supply any Service pursuant to this Agreement. Upon
termination, if requested, we will provide you with an electronic copy of your
data stored on our servers and permanently delete your data from our servers.
SmartTeller is designed for Financial insitutions only and Upon agreement Institution must not redesign or use the design for any technical development or operations such act will lead to suspension or termination of the Service and shall be help responsible for further legal actions.
6. Exclusion of Warranties and Liability
We make no warranties, express or implied,
concerning the Service or associated documentation including, but not limited
to, warranties of merchantability or fitness for a particular purpose. All
warranties and conditions that might but for this clause have effect, either
expressly or impliedly, between you and us are agreed to be excluded to the
fullest extent permitted by law.
Neither party shall be liable to the other for
any direct, indirect, incidental, special or consequential damages for loss of
profits, contracts, revenue, potential or data, whether arising from
negligence, breach of contract or otherwise.
You agree that your only and maximum remedy
under this Agreement is limited to any fees paid to us in the previous month.
You hereby agree to defend, indemnify and hold us
harmless and any of our companies, officers, directors, employees and agents
from and against any and all claims, liabilities, damages, losses or expenses,
including reasonable fees and costs, arising out of or in any way connected
with your access to or use of the Service.
8. Modifications, Maintenance and New Releases
You may make suggestions to us for modifications
to the Service that we may, at our sole discretion, incorporate in future new
releases of the Service. You agree to pay us the agreed fees, if any, for
modifications made to the Service. Throughout the term of this Agreement we at
our sole discretion may from time to time make maintenance releases or new
releases of the Service. We will give you advance notice where possible of any
modification, maintenance or new release of the Service.
The Service should be available 24 hours a day,
seven days a week. It is possible that the Service may be unavailable for
periods of time for example due to maintenance, hosting faults or mobile
network faults. We will use reasonable endeavours to inform you in advance by
email of schedules of any such activity.
9. Force Majeure
The performance of this Agreement is subject to
variation or cancellation by us owing to: any Act of God, war, strike, fire,
flood, drought, tempest or any other cause beyond our reasonable control; or any
inability by us to procure materials, technical services, or articles required
for the performance of this Agreement. We shall not be liable for any inability
to deliver or to perform our obligations caused by any such event.
10. Intellectual Property and Third Party
Under no conditions whatsoever do you have
recall to any Intellectual Property or any ownership rights or claims, either
ongoing or as a part of any sale of part or all of the Company.
Unless you have received prior written authorisation from us you must not:(a) access or use the
Service with any technology or means other than those recommended by the
Any new features, services, sites, apps and/or
products that you request, suggest or informs us of, and that we incorporate in
our Service shall remain the sole, exclusive and absolute Intellectual Property
of the Company regardless of the use or success (financial or technical) of
such features, services, sites, apps and/or products.
You agree not to (or allow any third party to)
copy, modify, create any derivative works of, reverse engineer or otherwise
attempt to discover any source code, sell, assign, sublicense, grant a security
interest in or otherwise transfer any right in the Service or the software that
operates the Site and the Service (the "Software"), in whole or in part. You
may not copy any portion of the Site for the purpose of developing any similar
Except as expressly stated in this Agreement,
you are not given any right or license in or under any patent, trademark,
copyright, or proprietary right of SmartTeller or any third party. Elements of SmartTeller,
including page headers, custom graphics, logos, sounds, images and button icons
are protected by copyright, trademark, and other laws and may not be copied or
imitated in whole or in part. You may not use, frame, or utilize framing
techniques to enclose any SmartTeller trademark, logo, or other proprietary
information (including the images and photographs found at the Site, the
content of any text and/or the layout or design of any page of the Site)
without our express written consent.
We may assign our rights and duties under this
Agreement to any party at any time without notice to you. You acknowledge that
the provisions, disclosures and disclaimers set forth above are fair and
reasonable and your agreement to follow and be bound by them is not the result
of fraud, duress or undue influence exercised upon you by any person or entity.
Both parties agree that there are no representations, promises, warranties or
undertakings by you or us contrary to those set above.
12. Data protection
The collection, use or storage of information
about your customers and employees involves the processing of personal data
and, as such, data protection laws and regulations applies to such processing
and thus it must be gathered fairly and legally. You bear sole responsibility for
ensuring Data Protection laws and regulations are complied with.
It is the Clients sole responsibility:
To use the service within the law, including all
relevant privacy and data protection legislation.
correctly and legally managing any location information that they use from the
system (including handling and distribution).
Obtaining all information fairly and for only a
Keeping the information safe and secure,
including username and passwords that can access it.
To retain the information obtained for only as
long as is necessary for the specified purpose.
We or you may serve notice under this Agreement at
either the registered office or nominated business address of the other party
and notice will be deemed to have been served;
By post: two business days after posting;
By email: one business day after sending.
You understand and agree that this Agreement
constitutes the entire agreement between you and us. This Agreement and the
relationship between you and us will be governed by the laws of the Federal
Republic of Nigeria. Our failure to exercise or enforce any right or provision
of this Agreement will not constitute a waiver of such right or provision. If
any provision of this Agreement are found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should endeavor to
give effect to the parties' intentions as reflected in the provision, and that
the other provisions of this Agreement remain in full force and effect.
15. Signed by the Parties to the Agreement
By using the Service, you agree to be bound by all set
out above and agree this represents the entire understanding between the two
parties. All additional features shall be subject to the same Agreement. You
agree that you have the authority to agree to these terms. This Agreement shall
not be amended, modified, varied or supplemented except in writing signed by