1. OWNERSHIP OF EQUIPMENT - Vendor agrees to pay the Sign-up fees specified for possession of equipment. The Vendor shall be temporal custodian of equipment in bundle 1 for as long as they operate their account with Voucher Net Ltd. Bundle 2 is an outright purchase and belongs to the buyer while bundle 3 is a partial purchase of the total purchase until full settlement of the financial contract. Ownership transferred to the buyer. For all intents and purposes, bundle 3 remains the property of Voucher Net until full pay-out of the monthly installments. All Equipment provided to you that remains the property of Voucher grants Voucher Net the right to retrieve the equipment at any time in the event of a breach of any of the terms of this agreement.
2. SERVICES CONDITIONAL ON ACCEPTANCE - The provision of Services is conditional upon the acceptance (“Acceptance”) of Vendor by Voucher Net Ltd. Acceptance is deemed to be granted upon deployment of any of the bundles to the Vendor.
3. TERM - This Agreement will become effective upon Acceptance and continue for five (5) years (the “Initial Term”) unless terminated as set forth herein. Thereafter, this Agreement will be automatically renewed for successive five (5) year terms unless the Vendor notifies the Voucher Net in writing of its intention to terminate this Agreement as set forth herein.
4. WARRANTY & REPAIR - Voucher Net will remotely diagnose and/or replace defective Equipment as long as Vendor: (i) has processed a Transaction within the past 15 days; (ii) Vendor is not in arrears to Voucher Net; and (iii) is not in possession of unreturned Equipment. Vendor will be responsible for (i) returning defective Equipment to Voucher Net; and (ii) all costs associated with Equipment damaged as a result of neglect, abuse, spillage or similar occurrences. Unreturned Equipment will be subject to a fee of N15,000 per item of Equipment per month.
5. PROVISION OF SERVICES - Voucher Net hereby agrees to use its reasonable efforts to provide the following Services:
(a) connection of the Equipment to a transaction processor for the processing of Transactions;
(b) Settlement of surcharges (“Surcharges”), if any;
6. FEES AND SURCHARGES - Vendor acknowledges that:
(a)Each Transaction will be subject to the commission set out herein or as otherwise agreed to.
b) Commissions can be adjusted without notice as may be deemed necessary by Voucher Net Limited these adjustments will be done responsibly as to continue guaranteeing a market competitive value to all stakeholders.
7. EQUIPMENT AT THE RISK OF THE VENDOR - The Vendor assumes all of the obligations and risks of an absolute owner, and the Equipment is at the sole and exclusive risk of the Vendor from its date of delivery. The Vendor is liable for any loss, damage or destruction to the Equipment, however caused.
8. DATA PLAN - The coverage rate for all cellular data plans is 20k/kilobyte. However, vendors should get themselves abreast with the evolution of the data plan rates. In addition to the cellular data fees set out herein, the vendor shall bear any other cellular fees incurred by the vendor through the use of the equipment or Sim card. Voucher Net will continue to fund cellular fees for Bundle 1 only.
9. VOUCHER NET'S LIMITED LIABILITY - Voucher Net is not under any circumstances whatsoever, liable for any damage to property or injury to any person, either direct or consequential, caused by or arising out of the delivery, installation, use, repair or presence or defect of the Equipment or any part or portion of the Equipment. All other liability of Voucher Net is limited to N1 (One Naira).
10. FEES AND MONIES OWING - The Vendor irrevocably authorizes and directs Voucher Net or its agents/subcontractors to deduct out of the proceeds of all Transactions or Surcharges, all amounts as may be due and payable in accordance with the terms and conditions of this Agreement and further authorizes Voucher Net to deduct any Fees or any other monies owing to Voucher Net directly from their Account or wallet.
11. VENDOR'S RESPONSIBILITIES - The Vendor will:
(a) Use the equipment to dispense vouchers according to the directions of the equipment guide provided.
(b) Adhere to all requirements / regulations applicable specifically to the provision of recharge card sales and bills payment. (c) be bound and abide to this Client Terms and Conditions.
(d) If Vendor believes any adjustments should be made to their Account, notify Voucher Net in writing within forty-five (45) days after any such debit or credit is or should have been effected.
(e) Maintain the Account at all times in positive credit;
(f) Take such steps as are necessary or advisable in order to prevent unauthorized use of the Equipment;
(g) Notify Voucher Net immediately upon discovering any loss (including theft) or damage to or unauthorized use of the Equipment;
(h) Maintain the Equipment in a state of good repair, condition and working order as would a prudent owner;maintain the Equipment in a state of good repair, condition and working order as would a prudent owner;
(i) Promptly report any errors, malfunctions or other problems of the Equipment to Voucher Net;
(j) Allow Voucher Net to have free and unobstructed access to the Vendor's premises as required for site preparation, installation, investigation and maintenance activities during the Vendor's normal business hours;
(k) Maintain appropriate reporting and operational processes to reconcile on a daily basis Settlement totals posted to the Account;
(l) Maintain accurate logs of employee shifts and provide these logs (with or without employee names) to Voucher Net
(m)Aid in the remote diagnostics and service of the Equipment.
(j) Vendors are expected to perform a minimum daily transaction of N20,000 – N30,000. Inability to reach this daily target after a grace period of 2 weeks will result in withdrawal of device and refund of device deposit (this is only applicable to users of Bundle 1 i.e. the POS Terminal). While we do not place such limits on bundles 2 & 3, it will become evident to Vendors that transactions below this range daily is really not worth your while and therefore not profitable for your business. Vendors are requested to provide prior notice to Voucher Net reasons for any prolonged absence of use. Such notice shall be sent to our customer service in writing and approval granted by Voucher Net without necessitating a return of the device. Failure to obtain approval for prolonged inactivity Will attract a penalty. Such request for inactivity will not be unduly withheld (again, this is applicable only to Bundle 1).
12. VENDOR ACKNOWLEDGMENTS - The Vendor acknowledges that:
(a) Voucher Net does not guarantee uninterrupted service of the Equipment and specifically waives all rights that it has or may have and hereby releases Voucher Net from any and all liabilities whatsoever of every nature for or by reason of any interruption of services or the Equipment;
(b) Voucher Net is not liable whatsoever for any direct or indirect losses or damages, general or specific, with respect to the profits, revenue, earnings and/or goodwill of the Vendor as a result of services provided and its use of the Equipment or any related mechanical, electrical, data, system, processing, errors or failures. The Vendor specifically waives all rights that it has or may have in relation thereto and irrevocably releases and forever discharges Voucher Net from and against any such losses or Damages, however caused; and
(c) Voucher Net has the right to have access to examine and verify at any reasonable time all records of the Vendor pertaining to transactions processed through the Equipment;
13. INDEMNIFICATION - The vendor shall indemnify and hold Voucher Net harmless from and against any and all claims, suits, damages, losses, costs, expenses and fees (including legal fees) incurred directly or indirectly by Voucher Net by reason of the Vendor's failure to utilize the Equipment or the Services in accordance with the terms and conditions of this Agreement, and for any liability to third parties for any injuries or damages not resulting solely from the negligence or willful misconduct of Voucher Net, which result from the provision by Voucher Net of the Equipment or Services.
TERMINATION BY VOUCHER NET - Voucher Net may terminate this Agreement, or cease providing the Services in respect of a particular piece of Equipment:
(a) at any time without notice;
(b) if the Vendor has failed to comply with the Requirements;
(c) the Vendor has failed to comply with material terms of this Agreement;
(d) Voucher Net notifies the other party that the Vendor represents an unacceptable risk to the integrity of the Services. Termination of this Agreement, or termination of Services in respect of a particular piece of Equipment, does not relieve the Vendor from its obligations to pay applicable fees incurred to the date of termination.
(e) Caution deposit is refundable upon termination by either party and return of equipment and accessories in good condition.
15. TERMINATION BY VENDOR - Either party CAN terminate This agreement without notice. Upon termination expressed in writing, Vendor is required to Dispatch all Materials including unused print paper And promotional items to Vouchernets designated collection point or marketer.
If termination is by clients’ instance for traders with Bundle 1, all caution deposit will be returned subject to the following:
1. Vendors cumulative sale is equal to or greater than N2milliôn (Two million naira) per device.
2. Device is returned in good and serviceable condition with no defects.
Vendors will have no claim to any caution deposit should any of the conditions above isn’t met. Vendors will be liable to prosecution should they detain and refuse to return the equipment which has not been outrightly purchased. Vouchernet Limited will use any legal means to enforce recovery of their equipment if Vendors fail to return them when demanded.
16. TERMINATION NOT TO AFFECT ANCILLARY AGREEMENTS - Termination of this Agreement does not affect any separate agreement regarding the Equipment or Services between the Vendor and a third party.
17. ENUREMENT - This Agreement is binding upon the parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.
18. SEVERABILITY - The invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions hereof.
19. ENTIRE AGREEMENT - The parties acknowledge that this Agreement comprises the entire agreement between the parties and that there are no representations, warranties, guarantees, terms or conditions, expressed or implied, other than those contained herein and that there are no collateral agreements.
ADVERTISING AND DISPLAYS
(a) Voucher Net has the right to identify the Vendor as a user of the Equipment and Services in its marketing materials; and
(b) wherever possible, Vendor will display Voucher Net's trade name and/or logo in the form provided by Voucher Net.
21. MODIFICATIONS - This Agreement may be modified in whole or in part by the Voucher Net at any time without notice.
22. ADMINISTRATIVE FEES - Voucher Net reserves the right to charge Vendor administrative fees for services requested by Vendor.
23. SURVIVAL - The provisions of s. 16, 17, 18, and 19 shall survive the termination of this Agreement.