This Partnership Agreement is made the ____ day of ____________20…….
Between
MYSAFEPAYGUARD NIG.LTD, (hereinafter referred to as “MYSAFEPAY”
which expression shall where the context so admits include its assigns
and successors-in-title) of the first part;
And
---------------------------------------------------------------------------- (hereinafter
referred to as “Partner” which expression shall where the context so
admits include its assigns and successors-in-title) of the second part.
WHEREAS
A. The partner intends and has hereby agreed to set out in this
Agreement, the basis of his participation as a Partner in
MYSAFEPAY and his respective rights and obligations thereof, as
well as make provision for the management and control of
MYSAFEPAY and such other ancillary matters as are set forth in this
Agreement.
B. This Agreement supersedes all previous agreements between the
Parties or any of them relating to MYSAFEPAY and to their
relationship Inter se as Partner(s) in MYSAFEPAY.
C. The Partner wishes to regulate his rights as partner on the following
terms and conditions.
It is Hereby Agreed as follows:
1. Definitions & Interpretations
1.1 In this Agreement (including the recitals), save where the context
otherwise requires, the following words and phrases shall have the
following meanings:
“Accounting Standards” means the Nigerian Accounting Standards
and, if and to the extent that any matter is not dealt with in the Nigerian
Accounting Standards, means generally accepted accounting
principles;
“Act” means the Companies and Allied Matters Act 1990;
“Address for Service” means, in relation to each Partner, the postal and
electronic mail addresses and the facsimile numbers shown below for
that Partner (or any other address or number notified in writing to the
Company by that Partner):
Name Address
Email
Phone No
“Agreement” means this Partnership Agreement and includes all
Appendixes to this agreement;
“Annual Operating Plan” means a plan setting out the forecast financial
performance of the Company for a financial year including the following
information on a month by month basis:
(a) profit and loss account, balance sheet and cash flow projections;
and
(b) detailed sales projections and operating and capital expenditure
budgets.
“Articles” means the articles of association of MYSAFEPAY as amended
or substituted from time to time in accordance with the provision of this
Agreement;
“Associate” means in relation to any person, trust or other entity, any
other company which is its Subsidiary or Holding Company or is a fellow
Subsidiary of any such Holding Company or one in the equity capital of
which it and/or such other company or companies taken together are
directly or indirectly interested so as to exercise or control the exercise of
more than 50% of the voting power at a general meeting or to control
the composition of the majority of the board of directors or the majority
of votes of the board of directors;
“Attendance” means representation by alternate Director/Partner proxy,
in a physical venue or via skype and video conferencing.
“Board” means the board of directors of MYSAFEPAY (as constituted
from time to time);
‘Business Day’ means any day other than a Saturday or Sunday on which
Nigerian banks are generally open for business in Nigeria.
“Business Plan” means a business plan incorporating an Annual
Operating Plan to be prepared within (3) months of the date of this
Agreement by Management and approved by the Board and
thereafter, as amended from time to time and approved in accordance
with this Agreement.
‘Company’ means MYSAFEPAYGUARD NIG. LTD of JOFAX FILLING
STATION, ABIOLA WAY, ABEOKUTA, OGUN STATE, NIGERIA.
“Commission” means remuneration paid to the partners for bringing in
business to the company on percentage bases as indicated in the
appendix,
“Capital” means the authorized share capital of MYSAFEPAY as may be
altered from time to time.
“Confidential Information” means:
(a) all ideas, concepts and information concerning the business
and affairs of the Company, including software codes,
specifications and details of functionality, drawings, designs,
models and plans whether in tangible form or not;
(b) all financial or other business information about the
Company;
(c) the identity of the clients of the Company; and
(d) research and development information, financial data and
information business plans, marketing materials and strategies and
any other information about the Company or its services, other
than information which is generally available in the public domain
or expected to be shared with referrals except where that is as a
result of disclosure in breach of this Agreement
“Dashboard” means the home page of the Partner’s website, or internet
pages created for the Partner for the purpose of marketing, advertising
and publicizing the company.
“Directors” means the directors of MYSAFEPAY from time to time and
“Director” shall be construed accordingly;
“Effective Date” means the date of last signature hereof;
“Fraudulent” means any act of the Partner which is intended to cheat,
deceive or make money illegally from the company or the general
public.
“Management” means the senior executive staff of the Company.
“Management Accounts” means financial accounts of the Company
and its related bodies corporate prepared monthly by Management in
accordance with generally accepted accounting principles in a form
approved by the Board from time to time and will include monthly
projections of Free Cash Flow from Operations and Operating
Expenditure for the following twelve (12) months.
“Memorandum” means the Memorandum of Association of
MYSAFEPAY as amended or substituted from time to time in
accordance with the provision of this Agreement;
“Parties” means the Partners and MYSAFEPAY (each a “Party”);
“Partner” means a person who promotes, advertises, publicises and
refers people and bring business to the company and receives
commission as remuneration, rather than share of the company,
although he may, in addition to his commission receive some bonus or
other sum of money dependent on the profit of the company (The
second party)
“PARTNERSHIP” The relationship which subsists between persons carrying
on business in common with a view of profit; which in this agreement
consists of Partners and the Company.
“Referral” means someone sent by a partner to use the E-wallet
payment gateway of the company and, or other services provided by
the company.
“Transfer” means give, sell, assign, transfer, convey, exchange,
mortgage, grant a security interest in, encumber, pledge, hypothecate
or otherwise dispose of whether directly or indirectly, voluntarily,
involuntarily or by operation of law.
In this Agreement unless the context otherwise requires:
References to clauses, sub-clauses or paragraphs are to be construed
as references to clauses, sub-clauses or paragraphs of this Agreement.
Clause headings and sub-headings are for convenience only and shall
not affect the interpretation of this Agreement.
Save as otherwise expressly provided in this Agreement, references in
this Agreement to this Agreement or any other agreement include
references to this Agreement or other agreement as varied,
supplemented, substituted and/or replaced from time to time.
References to persons shall include companies, corporations and
partnerships and references to any party shall, where relevant, be
deemed to be references to, or to include, as appropriate, their
respective successors or permitted assigns.
Where any term is defined within the context of any particular clause in
this Agreement, the term so defined, unless it is clear from the clause in
question that the term so defined has limited application to the
relevant clause, shall bear the meaning ascribed to it for all purposes in
terms of this Agreement, notwithstanding that the term has not been
defined in this clause 1.
2. PARTNERSHIP TRANSFER
2.1 A Partner may only Transfer all or any part of their partnership
as set out in this agreement.
2.2 No transfer of the Partnership will be registered unless the
proposed transferee has executed an agreement in
substantially the same terms as this Agreement, as if the
transferee had been a party to this Agreement
2.3 The transfer of such Partnership being only possible if the
transferee was named as a next of kin by the transferor at the
execution of this agreement.
3. PARTIES BOUND
3.1 The Company undertakes with each of the Partners to be
bound by and comply with the terms and conditions of this
Agreement in so far as the same relate to the Company and
to act in all respects as contemplated by this Agreement.
3.2 The Company accepts any benefit conferred upon it in terms
of this Agreement.
3.3 The Partners undertake with each other to exercise their
powers in relation to the Company so as to ensure that the
Company fully and promptly observes, performs and complies
with its obligations under this Agreement.
4. CONFIDENTIALITY
4.1 The Partner agrees that the contact information of the users
displayed on his dashboard is only used for sharing information
related to MYSAFEPAY only.
4.2 The Partner further agrees not to use any of the Confidential
Information for their own purposes, or for the benefit of any third
party that is not in the interest and benefit of MYSAFEPAY except
as expressly authorized by this Agreement or pursuant to any
requirement of the Company’s Article.
5. TERMINATION
5.1 This Agreement remains in full force and effect except:
a. The partner is found to engage in fraudulent activities; in which
case this agreement shall be determined forthwith.
b. The contact information of the users displayed on the dashboard
of the partner is not used strictly for sharing information related to
MYSAFEPAY, in such case, the Partnership agreement shall be
terminated; and this shall be so done without any compensation
howsoever for the Partner.
c. If the Partner shall be guilty of any breach or non-observance of
any of the stipulations contained in this agreement, this
agreement may be determined forthwith. In such event, no
commission and or compensation shall be payable to the Partner
in respect of any period subsequent to the determination and
such determination shall be without prejudice to any right of
action by the company to claim damages or relief against the
Partner in respect of any default, breach, or non-observance.
6. GENERAL UNDERTAKINGS
6.1 Each of the Partners agrees to do all things necessary to give
full effect to this Agreement.
6.2 Without limiting the generality of this clause, each Partner
Shall:
a. Have the right to attend the Annual General Meeting of
MYSAFEPAY to understand the business growth of the
company.
b. Submit suggestions to the management of the company at
any time for deliberation and possible adoption of same
where such suggestions are credible.
c. Ensures that all entities and referrals which it controls from time
to time refrain from acting in a manner which hinders or
prevents the company from carrying on its business in a proper
and reasonable manner.
7. COMMERCIAL ARRANGEMENTS
7.1 The Partner shall use its best endeavours to promote the
business and interests of the company and shall market and
sensitize the public on the use of Anti-Fraud Payment system
wallet and other services of the company.
7.2 The Partner agrees to earn commission based on the
transactions made by the referral under him/her as shown in the
Commission Appendix ; the commission appendix to be
reviewed from time to time provided that 70% of the Partners
have approved such commission. Also, whenever new services
and commission are available, such shall be provided in the
Commission Appendix of the company.
8. PROMOTION OF COMPANY BUSINESS
8.1 The Partner hereby covenants to provide necessary support
to other Partners, Vendors and referrals under him whenever such
help is required by the referral(s); where the Partner is unable to
provide such needed help and assistance to his referrals, the
Partner would direct the referral to the company’s account
officer for assistance.
8.2 The Partner further covenants that he shall not ignore
assistance request from his referrals when referrals are seeking for
information as to the services of the company.
8.3 The Partner hereby covenants to use all reasonable
endeavours to promote and execute MYSAFEPAY’s projects in
accordance with sound project management practices and the
highest ethical standards.
8.4 The Partner further covenants with the company to be bound
by the provisions of this Agreement for as long as it remains a Party
hereto and for such further period as may be agreed by the
Parties.
8.5 The Partner shall not be engaged, concerned or interested,
whether on its own behalf or on behalf of or in association with
others, his referrals and in any capacity whatever, in carrying on
business in competition with MYSAFEPAY.
8.6 A Partner shall not canvass, solicit the custom of or
endeavour to entice away from MYSAFEPAY, at any time within
twelve (12) months prior to such Party ceasing to be bound by
this Agreement (or, in the case of an act of canvassing,
solicitation or endeavouring to entice away prior to such
cessation, the twelve months prior to such act), any client and or
referrals for the purposes of undertaking the project which is the
business of MYPAYSAFE.
8.7 A Partner shall not solicit or endeavour to entice away from
MYSAFEPAY or any of its subsidiary or any person who was prior to
such Party ceasing to be bound by this Agreement an officer,
manager, senior employee, partner or consultant of MYSAFEPAY,
whether or not such person would commit a breach of contract
by reason of leaving MYSAFEPAY service.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Party represents and warrants that it has full rights,
powers and authority to enter into this Agreement without the
violation of any contractual, legal or other obligation to any
entity or person. The terms and conditions shall constitute a
binding and enforceable agreement between the Parties and
their agents/successors in title.
10. WAIVER
10.1 Any failure, delay or omission by a Partner to exercise a power
or right conferred on them by this Agreement will not operate as
a waiver of that power or right, and any single exercise of a
power or right will not preclude another exercise of that power
or the exercise of another power or right under this Agreement.
11. VARIATIONS
11.1 This Agreement may only be varied by a document signed
by or on behalf of each of the Parties.
12. SEVERABILITY
12.1 Any provision in this Agreement, which is prohibited or
unenforceable in any jurisdiction, will as to such jurisdiction, be
ineffective to the extent of that prohibition or unenforceability
without invalidating the remaining provisions or affecting the
validity or enforceability of that provision in any other jurisdiction.
12.2 If any offending provision is capable of being read down so
that it will not be void, voidable, unenforceable or illegal, that
provision will be read down accordingly.
13. COUNTERPARTS
13.1 This Agreement may be executed in any number of
counterparts and all counterparts when executed and taken
together will constitute this Agreement.
14. ENTIRE AGREEMENT
14.1 This Agreement and the Article and the other documents
specifically referred to in this Agreement constitute the entire
agreement between the Partners in relation to the conduct and
management of the Company and their relationship as Partners
and any warranty, representation, guarantee or other term or
condition of any nature not contained or recorded in these
documents is of no force or effect.
14.2 This Agreement replaces all prior agreements and
understandings between the Partners or any of them
concerning the matters referred to in this Agreement, and, if the
terms of this Agreement and the Article are inconsistent in any
way, the provisions of this Agreement will prevail to the extent
that law or equity permits.
15. GOVERNING LAW
15.1 This Agreement is governed by and must be construed
according to the laws in effect in Nigeria.
15.2 Each party submits to the exclusive jurisdiction of the courts in
Nigeria, in relation to all matters arising under or relating to this
Agreement.
16. STRATEGIES AND OBJECTIVES
16.1 The parties agree that the first Business Plan reflects the
strategies and objectives of the Company, namely to ensure that
online buyers and sellers are not scammed and to ensure the free
flow of E-commerce via the use of MYSAFEPAY anti-fraud
payment wallet.
16.2 The Partners are to do extensive marketing and creation of
awareness of MYSAFEPAY anti –fraud payment wallet and shall
earn a commission based on how many people use the anti-
fraud wallet payment system through his link or advert.
17. DISPUTE RESOLUTION
17.1 If any dispute arises as to the validity, interpretation, effect,
rights and/ or obligations of the Parties under this Agreement, the
Parties shall use their best endeavours to reach an amicable
settlement of the dispute, failing which such dispute, question or
difference shall be referred to arbitration by a sole arbitrator that
shall be appointed by both parties in accordance with the
relevant provisions of the Conciliation and Arbitration Act Laws
of the Federal Republic of Nigeria (Cap. A18) 2004. The place of
arbitration shall be Lagos State of Nigeria, and the language of
the arbitration shall be English.
17.2 The decision of the arbitrator shall be final and binding upon
the Parties and shall include an order as to costs of such
arbitration and who shall pay them.
18. NOTICES
18.1 Notices under this Agreement may be given personally or by
post, facsimile transmission or electronic mail at the Address for
Service of each Partner.
If a notice is:
a. mailed to the Partner, it will be deemed to be received on the
second Business day following the date of posting; or
b. sent by facsimile or electronic mail, it will be deemed to be
received on the date the facsimile machine or computer displays
or records confirmation that dispatch has been completed to the
party to whom it was sent, unless the record shows a time later
than 5.00pm on that date, when receipt will be deemed to be on
the next Business Day.
19. COMMISSION APPENDIX
Partners shall receive the below commissions on every referral that
signed up with their referral link, either vendor/agents/providers or
buyer/client/customer:
1. Every partner upon signing this agreement & return to the
company via online, company’s office or to our legal partner’s
office shall become a Certified Partner, and receive a welcome
gift of 200 website vouchers. Each of the vouchers will enable
partners to earn N500 on every website owned by their referrals
during the first payment.
2. Partners shall receive N1,500 whenever his/her referral also
becomes a certified partner.
3. Partners agrees that 20% of their earned commission shall be
payable to the person that referred him/her (upline partner).
4. Partners shall receive 20% of the total revenues generated by the
direct downline Partners.
5. Partners shall always receive N100 whenever his/her referral pays
or receives payment via products payment.
6. Partners shall always receive N200 whenever his/her referral owns
a website and renew monthly.
7. Partners shall always receive 15% of Administration fee whenever
his/her referral pays or receives payment via Travel payment.
8. Partners shall always receive 15% of Administration fee whenever
his/her referral pays or receives payment via Autos payment.
9. Partners shall always receive 15% of Administration fee whenever
his/her referral pays or receives payment via Service payment.
