Framework Agreement
A. Definitions and Interpretations
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
“API” means Application Programming Interface.
“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Lagos.
“Card Scheme” means Visa, Verve, Mastercard or any other applicable card scheme.
“CBN” means the Central Bank of Nigeria.
“Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” shall be construed accordingly.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
“Data” means the quantities, characters, or symbols on which operations are performed by a computer, which may be stored and transmitted in the form of electrical signals and recorded on magnetic, optical, or mechanical recording media.
“Data Protection Laws” means all data protection laws and regulations applicable to a Party’s processing of Personal Data under this Agreement, including the Nigeria Data Protection Act 2023 or any modification or amendment thereof.
“Data Subject” means a natural person who can be identified directly or indirectly by reference to the Personal Data collected by the Parties.
“Further Guidance” means all internal or external documents, guidance, policies, and processes outlined or issued by FINCRA and communicated to the Client in relation to the Solution and services.
“PCI Standards” means the information security standards administered by the Payment Card Industry Security Standards Council.
“Personal Data” means any information relating to a Data Subject and containing an identifier such as a name, an identification number, location data, photo, email address, bank details, posts on social networking websites, medical information, and other unique identifier such as but not limited to Media Access Control (MAC) address, Internet Protocol (IP) address, International Mobile Equipment Identity (IMEI) number, International Mobile Subscriber Identity (IMSI) number, Subscriber Identification Module (SIM). Personal Data shall include any online identifier or any one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that Data Subject.
“Processing and process” either mean any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing or process. It includes any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organising, structuring, storing, adapting or altering, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, Processing also includes transferring Personal Data to third parties.
“Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
“Security Incident” means any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorised disclosure of or access to, Personal Data transmitted, stored or otherwise processed;
“Security Measures” means processes adopted by each Party to protect its Data. Such measures include but not limited to protecting systems from hackers, cyberattacks, viral attack, data theft, damage by rain, fire or exposure to other natural elements. These measures also include setting up firewalls, storing data securely with access to specific authorised individuals, employing data encryption technologies, developing organisational policy for handling personal data (and other sensitive or confidential data), protection of email systems and continuous capacity building for staff.
“Sensitive Data” means (a) passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the masked (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; or (f) other information that falls within the definition of “special categories of data” under applicable Data Protection Laws.
“Sub-processor” means any processor engaged by a Processor or its Affiliates to assist in fulfilling its obligations with respect to providing service according to this Agreement. Sub-processors may include third parties or Affiliates of the Processor but shall exclude the Processor’s employees or consultants.
Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated, and all statutory instruments or orders made pursuant to it.
Words denoting the singular number only shall include the plural and vice versa. Words denoting any gender include all genders and words denoting persons shall include firms and corporations and vice versa.
Unless the context otherwise requires reference to any clause, sub-clause or schedule is to a clause, sub-clause or schedule to this Agreement.
The provisions of the Schedules and Annexure to this Agreement shall form part of this Agreement as if set out here. Where there is a conflict or inconsistency between the provisions of this Agreement and the provisions of any of the Schedules or Annexure, the provisions of the Schedules or Annexure shall prevail and apply.
B. Scope of Service
Subject to the terms and conditions of this Agreement, FINCRA shall:
- Integrate the Client’s platform to the Solution to enable:
- Payouts and Collections
- Currency Conversion
- Virtual Account Services
- Cashout Services
- VAS and Transfer Service
C. License and Intellectual Property Rights
- Subject to the provisions of this Agreement FINCRA grants the Client and the Client accepts a limited, non-exclusive, non-transferable, non-assignable Licence to use the Solution for its internal use only.
- Client shall not and shall not permit its affiliates or any third party to translate, decompile, recompile, reverse engineer, update or modify all or any part of the Solution or merge the Solution into any other solution.
- Except as provided in this Agreement, no Licence under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, are granted by FINCRA to the Client under this Agreement.
- All patents, copyrights, circuit layouts, mask works, trade secrets and other proprietary rights in and/or related to the Solution are and will remain the exclusive property of FINCRA, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Solution is used or licensed. The Client will not take any action that jeopardizes any proprietary rights or acquire any right in the Solution. Unless otherwise agreed on a case-by-case basis, FINCRA will own all rights in any copy, translation, modification, adaptation or derivation of the Solution or other items of Confidential Information, including any improvement or development thereof. The Client will obtain, at FINCRA’s request, the execution of any instrument that may be appropriate to assign these rights to or perfect these rights in FINCRA’s name.
- The Client shall not allow any third party to have access to the Solution or derivative works from the Solution without FINCRA’s prior written consent.
D. Fees and Payment Terms
- The sums to be paid by Client to FINCRA under this Agreement are as set out in the Fees Schedule to this Agreement. All fees are exclusive of applicable taxes and duties which shall be borne by the Client.
- FINCRA is entitled to recover and withhold:
- any Refunds;
- any Chargebacks and any Fines;
- any amounts required to cover:
- potential or expected Refunds, Chargebacks, Chargeback Costs, Fines, taxes, levies, VAT, withholding taxes any liability or potential liability relating to a transaction or;
- liability or potential liability of the Client under this Agreement; and
- any other charges or amounts incurred by or due to FINCRA under or in connection with this Agreement.
- FINCRA reserves the right to charge the Client interest in respect of the late payment of any sum due under this Agreement at the prevailing Nigeria MPR rate for NGN transactions and SOFR +2 for non NGN transactions.
- If the value of the fees and the sums set out in clause 4.2 above exceed the aggregate value of total amount due to the Client on any settlement date, the shortfall may be deducted (together with any accrued interest) on the next settlement date. The Client however understands that the relevant FINCRA payment provider reserves the right to require immediate payment of all or part of such shortfall at any time (together with interest) after the settlement date and the Client shall oblige.
- FINCRA may amend the fees payable under this Agreement at any time and shall give the Client notice of such increase.
- If FINCRA has reasonable suspicion that a transaction may be fraudulent or involve other criminal activity, FINCRA may suspend the processing of such transaction, and/or any connected transaction, or withhold settlement until the satisfactory completion of any investigation. The Client shall not be entitled to claim or demand, any interest or other compensation whatsoever in respect to any such suspension or delay.
E. Set Off
- FINCRA may, without notice, set off any debts or liabilities due from the Client or the Client’s Affiliates to FINCRA or any of FINCRA’s Affiliates under this Agreement against any debts or liabilities owed by FINCRA or any of its Affiliates to the Client or the Client’s Affiliates, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, then FINCRA may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
- The exercise by FINCRA of any of its rights under this clause shall be without prejudice to any other rights or remedies (including but not limited to set-off) to which FINCRA or its Affiliates are otherwise entitled (by operation of law, contract, or otherwise).
F. Settlement
Fincra Settlement Plan
Product
Currency
Settlement SLA
Product
Currency
Destination Currency
Settlement SLA
Product
Settlement SLA
Please note that weekends and public holidays don’t count for T+ settlements, as bank services are not available during this period.
Fincra Allowed Settlement Countries
Nigeria, Ghana, Kenya, South Africa, Uganda, Tanzania, the United Kingdom, USA, Turkey, Israel, Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Europe.
Fincra Prohibited Settlement Countries
Afghanistan, The Bahamas, Botswana, Bosnia and Herzegovina, Ethiopia, Guyana, Iraq, Lao, PDR, Pakistan, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Yemen, Vanuatu, Democratic People’s Republic of Korea (DPRK), Iran, Central African Republic, Congo, Lebanon, Libya, Mali, Jordan, Nicaragua, North Korea, Russia, Somalia, Sudan, Syria, Ukraine, Venezuela.
Warranties
- The Client warrants that all corporate action required to enter into this Agreement and its exercise its rights and the performance of its obligations under this Agreement has been duly taken.
- The Client warrants that it is duly registered and has the full capacity and corporate authorisation to enter into this Agreement and discharge the obligations and responsibilities created herein.
- The Client warrants that it has the required licenses and regulatory approvals to conduct its business and enter into this Agreement.
- The Client will use the services in accordance with the terms of this Agreement, all applicable law, Card Scheme Rules and Further Guidance. In particular, the Client will not use the services in a manner that could result in a violation of anti-money laundering, counter-terrorist financing, and similar legal and regulatory obligations.
- The Client shall comply with any technical specifications available on FINCRA’s website, which FINCRA reserves the right to modify at any time.
- The Client will keep FINCRA indemnified against all actions, claims, proceedings and all legal cost or other expenses arising out of any breach of the above warranties or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or a breach of other relevant legal or settlement obligation or contractual duty.
- FINCRA warrants to the Client hat no element of the Solution or services constitutes a breach of any patent, copyright, or other intellectual property in its country of operation.
- FINCRA neither warrants that the operation of the Solution or any ancillary products or services will be uninterrupted nor error free, nor will it be 100% fraud or fail proof.
- Except as set forth in this clause 8, FINCRA makes no express or implied representations or warranties with respect to the Solution or its condition, merchantability, fitness for any particular purpose or use by the Client.
- FINCRA disclaims and excludes any warranty that is not expressly stated in this Agreement.
- Both Parties warrant that they are not contemplating or in the process of being wound up.
Indemnity
The Client hereby agrees to indemnify and hold harmless FINCRA in respect of all claims, demands, damages, losses, liabilities, expenses, costs, suffered or incurred by FINCRA arising out of or in connection with any default or omission by the Client in the performance of any of its obligations hereunder or as referred to in this Agreement, or use of the Solution.
Limitation of Liability
- Except as set out in this Agreement, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Solution and services provided hereunder are excluded.
- FINCRA is not liable to the Client under any circumstance, whether for negligence, breach of contract, misrepresentation or otherwise, for:
- loss or damage which is incurred by the Client as a result of:
- third party claims;
- viruses, fraudulent or malicious attacks, disruptive codes, power cuts or service interruptions or other IT or hardware or software problems or faults;
- decisions by any relevant court, regulatory or other authority or the operation of Applicable Law; and/or
- loss of profit, goodwill, business opportunity or anticipated saving suffered by the Client;
- indirect, consequential, punitive, exemplary or similar loss or damage (including damage to reputation) suffered by the Client; and/or
- loss or damage which may be the consequence, wholly or partially, of a breach of the Agreement by the Client.
- loss or damage which is incurred by the Client as a result of:
- The entire liability of FINCRA under or in connection with this Agreement whether for negligence, breach of contract, misrepresentation or otherwise, is limited to the total Fees earned by FINCRA under this Agreement during the one (1) month period immediately preceding the date the first of such claim arose.
- Nothing in this Agreement shall operate to exclude or restrict the liability of FINCRA for death or personal injury which such liability cannot be lawfully excluded or limited.
- Notwithstanding any provision to the contrary, FINCRA shall not be liable in the event that abnormal and unforeseeable circumstances beyond its control prevent it from fulfilling it obligations under this Agreement.
- No liability shall be raised against FINCRA more than One (1) year after the accrual of the cause of such liability.
- The limit of liability expressed in this entire clause 10 applies irrespective of the number of claims.
- FINCRA shall not be liable for any loss which occurs during a routine maintenance of its Solution, of which it has given the Client notice of.
- FINCRA will not be liable for the actions or inactions of any third party not acting on the instructions of FINCRA; neither will FINCRA be liable for the actions nor inactions not directly traceable to it.
- This entire clause 10 shall survive the termination of this Agreement.