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Fintrak Software Company Limited SaaS Agreement 

  

This Software as a Service (“SaaS”) Agreement (this ‘Agreement’) is made this …………….. day of…………………… (the "Effective Date") 

 

BETWEEN 

 

FINTRAK SOFTWARE COMPANY LIMITED with RC 691334 and its registered address at 294, Gbagada expressway, Gbagada, Lagos (hereinafter referred to as “the Fintrak” which expression shall where the context so admits include its principals, successors-in-title and assigns) of the one part 

AND 

………………………………………………………. (hereinafter referred to as “the Customer” which expression shall where the context so admits include its principals, successors-in-title and assigns) of the other part, jointly referred to as (“the parties”) and individually, as a (“party”). 

WHEREAS: 

1. Fintrak is a company that provides access to financial data infrastructure through the use of its API/ the Fintrak Platform. 

2. The Customer is desirous of engaging the services of Fintrak to provide access to financial data infrastructure. 

3. Fintrak has agreed to grant to the Customer, including to all Customer Authorized Users, a non-exclusive, non-sub licensable, non-assignable and worldwide license to access and use the Fintrak Platform (the “Service”) solely for the customers internal and external business operations. 

4. The parties have agreed to enter into this Agreement to regulate their business relationship. 

 

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, commitments and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged by Fintrak and Customer each acknowledge and voluntarily agree as follows: 

 

1. Definitions and Interpretations 

In this Agreement the following terms shall have the following meanings: 

“API”means Application programming interface 

“Offering” means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that Fintrak makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for Fintrak to provide the foregoing. Offering availability may vary by region.  

“Duration” means Period agreed by Parties 

“Customer” means an entity who has agreed under this Agreement to be provided with the service or any other Fintrak Services or a Developer under the Fintrak technical Developer Policy 

“Developer” means a Customer under this Agreement 

“Personal Data” means any information relating to an identified or identifiable natural person. 

“Data Breach” means a theft or intrusion of electronic data files containing sensitive or proprietary information about End-Users or Fintrak in connection with the Service or Fintrak’s platform. 

“End-user” means a person, entity or group whose information/data/financial records are being processed by the service or any other Fintrak Services. 

“Measure period” means a period within which the Service is or had been in use by the Customer 

“Occurrence” means an event during the use of the service or Fintrak’s API where it fails to provide expected/valid information Performance 

“Standards” means an expected quality of feedback from the Service or the Fintrak API 

“Subcontractor” means any third party: (1) to whom Fintrak delegates its obligations under this Agreement, including a Fintrak Affiliate not contracting directly with Customer through an Order; or (2) who, in performing under a contract between it and Fintrak or a Fintrak Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other Customer Confidential Information. 

“Support Data” means all data, including all text, sound, video, image files, or software, that are provided to Fintrak by or on behalf of Customer (or that Customer authorizes Fintrak to obtain from an Offering) through an engagement with Fintrak to obtain technical support for the Offering covered under this Agreement. 

“Use” means to copy, download, install, run, access, display, use or otherwise interact with. 

“The service” means the access and use of the Fintrak Platform or the use of the Fintrak API as contemplated in this Agreement 

“Valid information” means a complete set of information/data/Metadata/financial records received from the use of the Fintrak API or the Service that relates to an Individual, End-User or an Entity. 

 

  

2. Effective Date: 

2.1 This Agreement will become effective on the date of its execution by the Parties and shall remain in full force and effect for the benefit of the Parties for an initial………… month period (“Initial Term”). It shall not be altered without the written consent of the Parties, such consent to be given by notice in writing. 

2.2 This Agreement may be renewable upon receipt by either Party of at least 7 (seven) days’ advance written notice prior to the end of the Term, of the intention to renew the Agreement and the mutual agreement of both Parties to renew the Agreement for another term. 

  

3. Grant of License to Access and Use Service 

3.1 Fintrak hereby grants to the Customer, including to all Customer Authorized Users, a non-exclusive, non-sub licensable, non-assignable and worldwide license to access and use the Fintrak Platform solely for the customers internal and external business operations (the "Deliverable"), according to Fintrak’s terms and policies. 

3.2 The Customer undertakes to pay the applicable charges, costs and expenses for the service in the amount and on the terms stipulated in Clause 4 of this Agreement. 

3.3 Duration of licenses: Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full. 

3.4 End Users: Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement. 

3.5 Affiliates: Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Fintrak. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Order(s). 

3.6 Reservation of Rights: Fintrak reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a device do not give Customer any right to implement Fintrak’s patents or other intellectual property in the device itself or in any other software or devices. 

3.7 Restrictions: Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to): 

a. copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to 

do so; 

b. install or use any third-party software or technology in any way that would subject Fintrak’s intellectual property or technology to any other license terms; 

c. work around any technical limitations in an Offering or restrictions in Documentation; 

d. separate and run parts of an Offering on more than one device; 

e. upgrade or downgrade parts of an Offering at different times; 

f. use an Offering for any unlawful purpose; 

g. transfer parts of an Offering separately; or 

h. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party. 

3.8 License transfers: Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Offering and render any copies unusable. Customer must notify Fintrak of a License transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void.  

 

4. Usage Fees. 

4.1 A product fee shall be charged for each use of the service during a user connection in accordance with the Plan subscribed by the Customer below and the rate table provided in Annexure 2 of this Agreement 

4A. Pricing 

(i) Startup 

This plan is for a one off fee………… for ………….. products (All 7 available below). The Customer will not be charged after the limit has been reached but shall no longer be able to connect live accounts and will continue to use test credentials. 

(ii) Pay as you go (Pay-g) 

This plan is charged on a per product basis and is prepaid through a Customer’s funded wallet. 

(iii) Volume Pricing 

This plan charges a monthly flat rate and a reduced per product rate and is prepaid through a Customer’s funded wallet. 

4.2 Parties agree that Fintrak shall be entitled to have the price expressed in United states Dollars ($) and to opt for the local currency equivalent at the date of payment. Notwithstanding anything contained in this Agreement, the date and time of payment shall prevail as the date of conversion. 

4.3  Parties agree that Fintrak shall reserve the right to amend any product offered on the Platform, as well as alter available prices but shall not apply to prices agreed between parties for the initial term. 

  

5. Taxes. 

5.1 Payment amounts under this agreement do not include Taxes (VAT), and the Customer shall pay all Taxes applicable to payments between the parties under this agreement. 

  

6. Registration and Installation Schedule 

6.1 To enroll for the Service, a Customer shall create an account ("Account") by registering on the Fintrak Dashboard and providing true, accurate, and complete information about the Customer and its use of the Service. A Customer shall be deemed by Fintrak to have honestly represented its identity based on any information that it may provide for its Account. 

 

6.2 Fintrak will implement the infrastructure described in Schedule……… in conformance with the Statement of Work between the Parties, to provide Customer the Services described in this Agreement. 

This schedule is contingent on: 

(i)	 the Fintrak Software having been installed and accepted by Customer 

(ii)	Customer providing: all data required by Fintrak in order to implement the infrastructure as defined in the Statement of Work between the Parties and dated as of the ________________________. 

(iii)	 Customer completing all tasks and activities required as a prerequisite in order for the system to be placed into production use.  Example of these types of activities are, but not limited to, validation activities, document approval, data migration, user training etc. 

(iv)	 Customer providing their internal infrastructure and connectivity needed to access the Services. 

Failure of Customer to achieve all the contingencies described above as well as all other reasonable tasks required of Customer will require an adjustment in the schedule and may require the payment of additional fees by Customer. 

  

7. Lawful Use 

7.1 When using the Service, the Customer undertakes to abide by all applicable local, state, national, and international laws and regulations. Customer assumes sole responsibility for ensuring that its use of the Service is in compliance with all laws and regulations applicable in this regard. 

  

8. Privacy and Security 

8.1 The Fintrak’s Technical/ Developer Policy and Schedule…………..shall further stipulate rules and guidelines that govern access to or use by a Customer together with all Fintrak products API, websites, related tools, and other services provided by Fintrak. Any violation of the Policy may result in suspension or termination of a Customer’s access to the Service and/or access to end users’ personal and financial information. 

8.2 Both parties undertake to store securely End-user data in their respective possession during the use of the service in locations in which it operates or licensed to be securely stored in accordance with prevailing industry standards and applicable data protection laws and regulations. 

8.3 In the event of a Data breach on Fintrak’s Platforms, systems, data base, related tools or other services used by Fintrak, Fintrak undertakes to deploy a Data Breach Response plan in accordance with prevailing industry standards and shall inform the Customer in writing within 72 (Seventy-two) Hours of such data breach occurring. Customer may refer to plan or /and Policy provided. 

8.4 The Customer shall notify Fintrak within 72 Hours in the event of any breach or suspected breach of security; including unauthorized use of its Customer Account with Fintrak or of any End User Data. 

8.5 The Customer shall never publish, distribute, or share confidential end-user or Secret, and must encrypt all data in storage and during transit. 

8.6 With respect to End User Data, the Parties undertake to follow industry best practices but, at a minimum, shall perform the following: 

a) Maintain administrative, technical, and physical safeguards that are designed to protect the security, privacy, and confidentiality of End User Data. 

b) Use modern and industry standard cryptography when transmitting any End User Data. 

c) Maintain reasonable access controls to ensure that only authorized people have access to any End User Data. 

d) Monitor its systems for any unauthorized access. Respond to security queries and vulnerabilities within 24 hours. 

e) Plan for and respond to security vulnerabilities or incidents. 

f) Comply with relevant data protection rules and regulations with regard to the type of data the Customer is handling. 

8.7 Where Fintrak suspects or becomes aware of any unauthorized access to any End User Data or Personal Data by any unauthorized person or third party, or becomes aware of any other security breach relating to the Personal Data held or stored by Fintrak under this Agreement or in connection with the use of the Services or other services performed under this Agreement, Fintrak shall reserve the right to suspend the service to the customer until the Data Breach is stopped or averted. 

8.8 If a Customer becomes aware of any unauthorized use of its Account or any other breach of security, such Customer shall notify Fintrak via email to ……………………..@Fintrak…………….. Within 72 Hours of an event of unauthorized use. 

8.9 Each Party shall comply with its obligations under all applicable data protection laws in respect of its obligations under this Agreement. Each Party agrees in respect of any such personal data supplied to it by the other Party that it shall; 

a) only act on instructions from the other Party regarding the processing of such personal data for the purposes of this Agreement and shall ensure that appropriate measures shall be taken against unauthorized or unlawful processing or use and against accidental loss or destruction of, or damage to, the personal data; and 

b) comply with any reasonable request made by the other Party to ensure compliance with the measures contained in this Section or any Data processing agreement between parties. 

c) Fintrak may collect, process, store and use the Customer’s personal data for the performance of contract(s) signed by Customer with Fintrak and for other lawful purposes. Customer consent that Fintrak may Store, share customer’s personal data with its affiliates, agents, regulatory authorities or third-party service providers for the purposes for which it is collected or in compliance with provisions of applicable laws 

  

9. Customer Service Responsibilities 

9.1 The Customer shall be solely responsible for providing all customer service to end-users for any and all issues relating to its products and services, including but not limited to issues relating to the customer’s use of the Service. Customer. 

Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.  Customer will ensure that any use of the Service by Customer’s Users is in accordance with the terms of this Agreement.  Customer agree to notify Vendor immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Customer Data.  Customer acknowledges and agrees that the Service is subject to the applicable Federal Republic of Nigeria Laws and Regulations (NOTAP, NDPR).  Customer agrees that no part of the Service or information obtained through use of the Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the Federal Government.  Proscribed countries are set forth in the U.S. Export Administration Regulations, U.N Sanction List, Federal Sanction List and are subject to change without notice, and Customer must comply with the list as it exists in fact.  Customer certifies that neither Customer nor any Users are on the Sanction List or convicted by the Court on any criminal offence or affiliated lists or on the U.N Sanction List.  Customer agrees to comply strictly with all Federal Republic regulation or laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.  Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.  The Service may use encryption technology that is subject to licensing requirements under the Feral Republic of Nigeria Laws 

In addition to its responsibilities in this Agreement, Customer is responsible for all Customer responsibilities indicated in the Schedules attached hereto or entered into pursuant hereto and all other responsibilities not designated as responsibilities of Vendor.   

 

Customer is solely responsible for obtaining all licenses and permissions necessary related to the Content, including without limitation licenses for any third-party software included in the Content. 

 

Customer shall not resell the Services directly or indirectly to third parties. 

 

 

 

  

10. Guarantees 

10.1 Fintrak guarantees that the Service, including such other Fintrak products or services, shall meet prevailing performance standards, but does not make any warranty as to the accuracy or completeness of the Data provided by the Service. 

10.2 Not later than 30 days after the end of each calendar month or as agreed by parties, Fintrak may provide a report to the Customer detailing its performance in relation to each of the Performance Standards. 

  

11. Service Credit 

11.1 Where Fintrak has mentioned, in this Agreement, certain Performance standards that it intends to follow when providing the Services to the Customer, or where the Services has failed to provide valid information (“an Occurrence”), or where Fintrak fails to meet the Performance Standards during any Measurement Period, Fintrak shall issue a Service Credit to the Customer’s Wallet for every Occurrence. (exclusive of Taxes, out-of-pocket and one-time expenses). 

11.2 Each Service Credit shall be the same value as the Cost that would have been incurred for the use of the Service at that instance if the Service had provided valid information. 

11.3 Fintrak shall carry out reconciliations to ascertain the volume of Service Credits to be awarded to each Customer at the end of each Quarter. All Service Credits awarded shall be credited to the Customer’s Wallet. 

  

12. Account Deactivation 

12.1 Customer’s Accounts shall be deactivated from the Service upon a written Notice by such Customer requesting that its Account be deactivated. 

12.2 Fintrak reserves the right to deactivate a Customer Account if such a Customer has; 

a) Ceased using the Service for 12 (twelve) Months. 

b) Provided false or inaccurate Know Your Customer (KYC) information or incomplete registration and failed to update the registration information within 5 days after the Customer has been notified of this. 

c) Breached any obligation under this agreement. 

12.3 Where a Customer’s Account has been deactivated, Fintrak may still retain any information collected about such a Customer only for a period necessary to fulfill the purposes outlined in Fintrak’s privacy policy/statement or for such a period as required or permitted under applicable law. 

12.4 A Customer’s Account may be re-activated upon such terms as may be mutually agreed upon by both parties. 

  

13. Prohibited Use 

13.1 The Customer agrees not to assist or otherwise enable any third party to: 

A. Access or use the Service for any unlawful, infringing, threatening, abusive, obscene, harassing, defamatory, deceptive, or fraudulent purpose; 

B. Collect and store end user’s sensitive information other than as required to access or use the Service, as authorized by the end-user, as permitted by Fintrak, and as permitted under applicable law; 

C. Access or use the Service or access, transmit, process Data in violation of any applicable data privacy laws or in any manner that would be a breach of contract or agreement with the applicable end-user; 

D. Access or use the Service to infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity; 

E. Access or use the Service for any purpose other than for which it is provided by Fintrak, including for competitive evaluation, spying, creating a substitute or similar service to any of the Service, or other nefarious purpose; 

F. Scan or test (manually or in an automated system) the vulnerability of any Fintrak’s infrastructure without express prior written permission from Fintrak; 

G. Breach, disable, interfere with, or otherwise circumvent any security or authentication measures or any other aspect of the Service; 

H. overload, flood, or spam any part of the Service; 

I. create Customer accounts for the Service by any means other than Fintrak’s publicly-supported interfaces 

J. Transfer, syndicate, resell, or otherwise distribute the Service without express prior written permission from Fintrak; 

K. Modify, translate, or otherwise create derivative works of any part of the Service; 

L. Access or use the Service or End-User Data in a manner that violates any applicable law, statute, or regulation. 

  

14. Service Commitment: 

14.1 Fintrak will use commercially reasonable efforts to make Fintrak Center Data Infrastructure, which enables the availability of the service, running and available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the "Service Commitment"). 

14.2 Subject to exclusions contained in this Agreement, if Fintrak does not meet the Service Commitment, the Customer shall be eligible to receive a Service Credit in accordance with Clause 11 of this Agreement. 

14.3 An Uptime Report for the network connectivity and server will be generated and submitted to Customer upon a written request within 5 (Five) working days of such request. 

  

15. Intellectual Property 

15.1 Parties shall retain all rights over their respective intellectual property including copyrights, trade secrets etc. The Customer shall have no rights or interest whatsoever over Fintrak’s Intellectual Property, whether developed during the pendency of this Agreement, or otherwise, unless agreed to by the parties, in writing. 

15.2 Nothing in this agreement shall be construed to permit the deciphering, decompiling, disassembling, copying, reverse engineering, or attempt to derive any source code or underlying ideas or algorithms of any part of the Service. 

  

16. Force Majeure 

16.1 Neither of the Parties shall be liable to one another for failure or delay in performance of an obligation under this Agreement attributable to a cause beyond its reasonable control (Force Majeure as defined below), including but not limited to: 

a) Acts of nature such as earthquake, floods, tornadoes, fire, actions or inactions of government, 

b) War, civil disturbance, insurrection, vandalism, sabotage, epidemic, pandemic 

c) Explosions, fires, destruction of machines, factories and any kind of installations, 

d) Boycotts, strikes and lock-outs of all kinds, go-slows, occupation of factories and work stoppages, 

e) Acts of authority; whether lawful or unlawful, apart from acts from which the party seeking relief has assumed the risk by virtue of any other provisions of this agreement 

16.2 The affected Party shall, within 5 (five) Business Days of the occurrence of such Force Majeure event, give written notice to the other Party of the Force Majeure event. The notice shall detail the event and its effect on the affected Party's ability to perform its obligations in terms of this Agreement. 

16.3 In the event that the Force Majeure is of such a nature that it will result in impossibility of performance of the obligation in question, the other Party shall be entitled, on receipt of the notice of the Force Majeure, to terminate this Agreement on notice to the affected Party, but shall not be entitled to recover any damages which it may suffer as a result of such termination. 

16.4 In the event that the Force Majeure is of such a nature that it will not result in impossibility of performance of the obligation in question but will delay the performance thereof, the affected Party shall be entitled to such extension of time in which to perform that obligation as may be reasonable in the circumstances, taking into account the interests of both Parties, provided that if such Force Majeure persists for a period in excess of 30 days either Party shall be entitled, immediately on the expiry of such 30 (thirty) day period, to terminate this Agreement, and in such circumstances neither Party shall be entitled to recover any damages which it may have suffered as a result of such premature termination. 

  

17. Variation 

17.1 Except otherwise provided for in this Agreement no variation or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both Parties. 

  

18. Previous Documents 

18.1 This Agreement is in substitution for all previous contracts, express or implied between the Parties in respect of the subject matter of this Agreement. 

  

19. Indemnity 

19.1 Both Parties and Affiliates undertake and agree to hold harmless and shall indemnify each other against all liabilities, damages, losses, expenses, actions, proceedings and claims arising from: 

a. Any breach of any representation or warranty contained in this Agreement; 

b. Any breach or violation of any covenant or other obligation under this Agreement or applicable laws; 

c. Any claim or proceeding instituted by any governmental agency; and/or 

d. Any claim alleging negligent act or omission or willful misconduct of the other Party or its employees. 

19.2 Each Party's indemnification obligations are conditional upon the indemnified Party: 

a. Promptly notifying the indemnifying Party of any claim in writing; 

b. Cooperating with the indemnifying Party in the defense of any claim; and 

c. Granting the indemnifying Party sole control of the defense or settlement of the claim. 

19.3 The Parties shall not be entitled to indemnification if the claim is based on or results in any material part from the negligence or unlawful or wrongful acts of the Party seeking indemnification. Customer shall not be entitled to any indemnification where there is breach in the terms of data protection occasioned by the parties, functional defect or unavailability, service and other issues associated with SaaS applications.  

19.4 Time Limitations: The Parties shall not be entitled to indemnification unless notice is given to the indemnifying Party within twelve (12) months from the date of the event that resulted in the loss, damage, injury, or liability forming the basis of the indemnified claim. 

19.5 Neither party shall be liable for any loss or damage suffered by the other party unless such loss or damage occurred as a result of the other party’s failure, negligence, willful misconduct in performing its obligations under this Agreement. 

  

20. Suspension 

20.1 Fintrak reserves the right to withhold or refuse access to the Service in whole or in part where Fintrak believes the Service is being accessed or used in violation of this Agreement or any other agreement with Fintrak and a Customer. 

20.2 Fintrak shall notify a Customer in writing within 24 (twenty-four) upon suspension or termination of access to the Service. Fintrak may immediately suspend or terminate access without notice if Fintrak deems it expedient to do so or where such continued access amounts to a violation of any applicable law that exposes Fintrak, its infrastructure, data, business goodwill or Service to damage or disrepute. 

  

21. Termination 

21.1 Either party may terminate this Agreement without cause at any time upon giving 7 Seven days written notice to the other party. 

21.2 Upon failure of either party to perform any of its obligations under this Agreement, the aggrieved party may issue a notice of its intention to terminate this Agreement to the other party, and the said notice should specifically state: 

a) The action of the other party amounting to a failure to perform its obligations under this Agreement. 

b) That the said failure be remedied within 14 (fourteen) working days of the other party’s receipt of the notice of intention to terminate. 

21.3 If the party in default fails to desist from its failure to perform its obligations within 14 (fourteen) working days of its receipt of the notice of intention to terminate, the aggrieved party shall be entitled to terminate this Agreement without further recourse to the other party. 

21.4 Either Party may terminate the Agreement forthwith where the other Party enters into any liquidation, calls any meeting of its creditors, or has a receiver or receiver manager appointed in respect of all or any of its undertakings or assets, or suffers the appointment or the presentation of a petition for the appointment of a liquidator, or is deemed to be unable to pay its debts under the provisions of the Companies and Allied Matters Act, Cap. C20 Laws of the Federation of Nigeria, 2004. 

  

22. Entire Understanding 

22.1 This Agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and this Agreement supersedes all prior and contemporaneous communications, 

whether written or oral, regarding the subject matter covered in this Agreement and there are no promises, terms, conditions, or obligations, oral or written, express or implied other than those contained in this Agreement. 

22.2 The failure of a Party to exercise any right provided in this Agreement shall not be deemed a waiver of any further rights hereunder. 

22.3 Where any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary and shall not invalidate the entirety of this Agreement and that this agreement shall otherwise remain in full force and effect and enforceable. 

22.4 This Agreement and pricing shall only be valid for the initial ……….……… period of the Service and shall terminate upon a notice of conclusion of the initial period issued by Fintrak to the Customer. 

  

23. Mutual Warranties 

23.1 Each Party represents and warrants to the other that the following is true as at the date of this Agreement: 

(i) in respect of a Party who is legal person, it is duly incorporated and validly existing under applicable laws with the requisite power to enter into this Agreement, and that it had taken all necessary actions (including the passing of all resolutions and obtaining any necessary consents) to enter into, execute and deliver, and exercise its rights, and perform its obligations, under this Agreement; and 

(ii) that as an entity, it possesses the requisite licenses and permits under applicable law to carry out it business objects in their respective industries and this agreement is not in breach any of such industry regulation/standards. 

(iii) it has validly executed and delivered this Agreement and its rights and obligations under this Agreement are legal, valid and binding and this Agreement is enforceable against it in accordance with its terms. 

(iv) this Agreement does not contravene, violate or conflict with any other agreement of the party with any third party. 

(v) it is not breaching any relevant data protection laws and regulations. 

vi)Disclaimer of Warranty: EXCEPT AS OTHERWISE STATED IN SECTION 23 ABOVE also 10 and 19, VENDOR DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPED OR ERROR FREE, OR THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY VENDOR OR THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT VENDOR AND ITS THIRD PARTY VENDORS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR CUSTOMER’S CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE.  THE WARRANTIES STATED IN SECTION 23 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY VENDOR.  THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS STATED IN SECTION 23 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY.  CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CUSTOMER’S PURPOSE. 

 

24. CONFIDENTIALITY 

24.1 All information, documents or data provided by the Customer, in furtherance of this Agreement shall be deemed to be proprietary information of the Customer. The Parties shall keep confidential and shall not disclose to any other person or third party any Confidential Information concerning this Agreement or any information obtained in the course of executing this Agreement, all information acquired in connection with the Parties’ working relationship, the business undertakings and cooperation contemplated herein, other than for the purposes of performing its obligations under this Agreement. 

24.2Confidential Information will not include the following: 

a. any information that was in a Party’s possession and not subject to an obligation of confidentiality before it was received from the Discloser; 

b. information that is or becomes legally available in the public domain; 

c. information that a Party received from a third party who had no obligation of confidentiality, either directly or indirectly, to the Party that disclosed it; or 

d. information that was independently developed by a Party without use of or reference to the disclosing Party’s Confidential Information. 

e. information required to be disclosed by the operation of law, any statute or regulations, or any binding judgment or order, or any requirement of a competent authority; PROVIDED that the Party disclosing will (a) give to the other Party prompt written notice of the request and a reasonable opportunity to object to the disclosure and seek a protective order or appropriate remedy; and (b) disclose Confidential Information only to the extent required. 

24.3 No Party shall publish, reproduce, circulate or otherwise distribute or disclose any Confidential Information related to this Agreement without the express written consent of the Party that owns the Confidential Information. 

24.4 Each Party’s Confidential Information shall only be used by the other Party in the performance of its obligations hereunder, and it shall not be disclosed by such other Party, except to those employees or agents of such other Party who have a “need to know” such information and are duly authorised by such other Party to have access to the Confidential Information. 

24.5 Each Party agrees that it shall take all reasonable measures to protect the confidentiality of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.Each Party further agrees to promptly notify the disclosing Party in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the other Party’s Confidential Information. 

24.6 Remedies: The Parties agree that if breach of the confidentiality obligations herein contained will cause irreparable damage for which money damages cannot be an adequate relief, a Party is entitled to seek injunctive reliefs against such an attempted disclosure in addition to any other legal remedies that may be available to the affected Party. 

24.7 Upon termination of this Agreement or at any of the Parties’ request, the other Party will, as far as technically possible, promptly return all Confidential Information including all copies, extracts or other reproductions (regardless of the form in which such reproductions are maintained) or if the requesting Party so directs, the other Party will destroy such Confidential Information. 

24.8 The provisions of this section will apply with effect from the Effective Date of this Agreement for a period of 1 year after the date of termination or expiry of this Agreement. 

  

 

25. Notices 

1.1 All notices required to be given in connection with this Agreement shall be in writing, either delivered by hand or sent by e-mail, fax or such notices may be communicated by telephone, in the case of a notice communicated by telephone, confirmation of receipt must be received within 24 (twenty-four) hours by means of a letter delivered, or by e-mail or telex or fax. All such notices shall be effective when received at the addresses specified below: 

  

If to VENDOR/FINTRAK 

FINTRAK SOFTWARE COMPANY LIMITED 

Plot 294 Gbagada expressway, 

Gbagada, Lagos 

  

 

If to THE CUSTOMER: 

The Chief Technology Officer (“CTO”) 

………………………………….. 

…………………………………. 

………………………………… 

Chief Executive Officer, 

Name:[Control] 

Title:[Control] 

 

26. Governing Law and Dispute Resolution 

26.1 The validity, construction and performance of this Agreement shall be governed by the laws of the Federal Republic of Nigeria. 

26.2 The parties shall attempt in good faith to settle between themselves any and all disputes arising regarding the validity, interpretation or application of this Agreement, or any other dispute arising from legal relationships resulting from this Agreement. If the parties are unable to settle a dispute themselves within 14 days from the date either party has notified the other of its intent to enter into such good faith settlement negotiations, then such dispute shall be referred to the Chartered Institute of ArbitratorsUK (Nigeria) for mediation which shall be conducted in accordance with the CIArb MEDIATION RULES. 

26.3 If the parties fail to reach a settlement via mediation within 30 days, then such dispute shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria (LFN), 2004. The arbitration shall be conducted by a sole arbitrator to be appointed by Chartered Institute of ArbitratorsUK (Nigeria) or such other office or body as agreed by the parties. The parties may opt for the appointment of three arbitrators instead of a sole arbitrator if considered desirable. Such appointment shall be in accordance with Arbitration and Conciliation Act. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be Lagos, Nigeria. The proceedings and decision shall be confidential to the parties and their advisers. 

26.4 Notwithstanding the above provisions, this arbitration clause shall not preclude either party from seeking urgent relief or injunctive remedies from a court of appropriate jurisdiction, where grounds for urgency exist. 

  

 

27. Waiver 

27.1 The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 

  

28. Non-Exclusivity 

28.1 Parties acknowledge and agree that the arrangement set forth in this Agreement is non-exclusive and shall not prevent or limit Fintrak’s commitments, previous agreements and capacity nor shall it impair any rights or obligations which Fintrak may have under any other agreement or arrangement with its own partners or other clients. 

 

29. MISCELLANEOUS 

29.1 Amendments:  Unless otherwise agreed in a writing signed by both parties, Fintrak will not 

change the terms of this Agreement, including privacy terms, during the term of this Agreement. 

29.2 Assignment of Rights: Either party may assign its rights to this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Fintrak may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void. 

29.3No third-party beneficiaries: This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms. 

29.4 Order of precedence: The body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents 

29.5 Compliance with laws: Fintrak will comply with all laws and regulations applicable to its provision of the Offerings. Fintrak will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). Customer must also comply with laws applicable to their use of the Offerings. 

29.6 Construction: Neither party has entered this Agreement in reliance on anything not contained 

or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties’ intent. Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise. 

 

  

30. Severability 

30.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such invalid or unenforceable provision was omitted. 

  

31. Execution 

31.1 This Agreement shall expire unless executed by the Parties within 7 (seven) days of the receipt of same. 

IN WITNESS WHEREOF the Parties hereto have executed this agreement electronically on the day and year first above written.: 

 

For and behalf of FINTRAK SOFTWARE COMPANY LIMITED; 

 

…………………………..	……………………………… 

Authorized Signatory		Authorized Signatory 

 

For and behalf of : 

 

…………………………		………………….…………… 

Name: 

Title:  

Signature & Date: 

 

Name:[Control] 

Title:[Control] 

Signature & Date:  

 

 

ANNEXURE 1: 

 

https://get.Fintrak.ng/pricing (Link for Scope of work and Product details ) 

 

– INFRASTRUCTURE (SCOPE OF WORK & PRODUCT DETAILS) 

Fintrak and Customer have agreed on the following services and architecture, which is based on data from Customer, industry and vendor software architecture sizing worksheets, and Fintrak Cloud Hosting procedures and sizing worksheets.  

 

BASE COMPONENTS: 

 

EPM/MPR  

Value Proposition:  

Cloud-based Performance Management software facilitates data processing and generation of management reports relevant business performance data for your organizations to plan and design strategies. Access detailed product, customer, account, and branch profitability reports.  

 

ANNEXURE 2: 

 

PAYMENT SCHUEDLE 

 

 

 

 

Identification process (Email) 

Please enter the Verification Code sent to………………………………@fintraksoftware.com 

  

Sign|: 

  

I acknowledge that I have read the content of this document, and I'm entering into a legally binding agreement by clicking the Sign button. I give my consent to the use of electronic communications and records related to this agreement.  You can decline here. 

  

 

 

 

  

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