Terms and Conditions

This initiative is a unique opportunity to be partnering with the pioneer of Agent banking, and the largest and most dependable Agent Banking Network in Nigeria!

FIRSTMONIE AGENT PLATFORM
TERMS AND CONDITIONS

INTRODUCTION

The terms and conditions below (“these Terms”) apply to the provision of Agent Recruiter Services to First Bank of Nigeria Limited (“FirstBank” or “Bank”). Please read these Terms carefully. 

By providing the Agent Recruiter Services, you confirm that you have read, understood and agree to be bound by these Terms and subsequent amendments thereto (agreed by both parties), as well as all applicable laws and regulations now existing or which may hereafter be enacted, issued or enforced. You also agree that these Terms are supplementary to the Firstmonie terms and conditions and other existing terms governing the banking relationship between you and the Bank and subsequent amendments thereto, including without limitation’s DATA PROTECTION POLICY STATEMENT (“Other Terms”). You further confirm that you have read, understood and agree to be bound by the Other Terms.

In these Terms, “the Bank” “we”, “us” or “our” refers to FirstBank, its successors, agents and assigns, while “Ambassador”, “you” or “your” refers to anyone providing Agent Recruiter Services to the Bank. 


(A) The Bank is a financial institution that provides different financial services including agent banking services to the public through partnerships with retail outlets, subject to the prior approval and continuous regulation of the Central Bank of Nigeria (CBN).


(B) The Ambassador has requested to act as a recruiter and to register agents to act as Firstmonie Agents on FirstBank’s Firstmonie platform.


(C) FirstBank has agreed to engage the Ambassador on a non-exclusive basis in accordance with these Term. 


1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this Agreement, unless otherwise defined or the context otherwise requires, terms used shall have the following meaning:

“Agency Banking” means the provision of certain financial services to the public by a third-party agent on behalf of the Bank. 

Agent Recruiter Services” means the recruitment and referral of potential agents to the Bank, in accordance with paragraph 5.1 of these Terms, to provide Agency Banking Services and other ancillary services that are or may be required by the Bank. 

“Agency Banking Services” means the services to be offered by the Agents on behalf of the Bank, upon entering into an Agent Banking Agreement with the Bank. 

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks and offices are open for general businesses in Nigeria.

“Business Hours” means the hours between 8:00am and 5:00pm on any Business Day.;

“Confidential Information” means:


(a) any information relating to FirstBank or the Ambassador, or any of the Bank’s customers, received or held by either party, any of its employees or any person performing any duty for either party (which has been transferred, disclosed or obtained orally, visually, electronically or by any other means) whether or not  in connection with the Agent Recruiter Services and includes, without limitation, personal information concerning customers’ FirstBank Account, customers’ transaction information and details and all other information acquired by either party or any of its employers or any person working for either party in connection with these Terms or the performance of the Agent  Recruiter Services, the Agency Banking Services; and/or


(b) all information received by either party, its employees or any person performing any duty for either party in connection with the installation, use, operation and maintenance of any system or materials provided by the Ambassador or FirstBank in connection with the Agent Recruiter Services.


“Effective Date” means the date on which the Ambassador receives a welcome email from the Bank notifying the Ambassador that the Ambassador has been onboarded, detailing login credentials and the Ambassador’s referral code.

“Firstmonie” means an exclusive brand name for FirstBank Agent Banking scheme.

“FirstMonie Agent” means any individual/persons recruited by the Ambassador pursuant to these Terms and duly authorized by a FirstBank to carry out financial services (including receiving cash deposits, cash withdrawal, money transfer, bills payment) on FirstBank’s behalf pursuant to an agent banking agreement.

“Firstmonie Agent Network” means a spread and collection of all Firstmonie Agent (whether or not recruited or referred to the Bank by the Ambassador) outlets. 

“Firstmonie Agent Banking Platform” means the Bank’s approved platform for on-boarding, transaction monitoring and management of all Firstmonie Agents (whether or not recruited or referred to the Bank by the Ambassador).

“Firstmonie Ambassador” means any person who provides Agent Recruiter Services to the Bank in accordance with these Terms.

“Party” means either the Bank or the Ambassador, while “Parties” means both the Bank and the Ambassador.

“Representatives” means, in relation to a party, its employees, agents, assigns, sub-agents, officers, contractors, subcontractors, consultants, representatives and advisers.

“Year” means any period of 12 (twelve) consecutive months from the Effective Date. 

1.2 Interpretations

1.2.1 The headings of the clauses of these Terms are inserted for convenience of reference only and shall not in any way affect the interpretation of this Agreement.

1.2.2 References to any Party to these Terms include references to that Party’s successors-in-title and assigns.

1.2.3 References to any statute or statutory provision in these Terms includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

1.2.4 A reference to a specified clause or schedule shall be construed as a reference to that specified clause or schedule of these Terms.

1.2.5 Unless the context otherwise requires in these Terms, words denoting the singular include the plural and vice versa, words denoting the masculine gender include all other genders and words denoting persons include corporations, partnerships and other legal persons.


2. APPOINTMENT AS FIRSTMONIE AMBASSADOR

2.1 FirstBank hereby appoints the Ambassador as a Firstmonie Ambassador and hereby authorizes the Ambassador to provide the Agent Recruiter Services in accordance with these Terms.


2.2 Notwithstanding anything contained in these Terms, it is agreed and understood that the Ambassador and the Representatives of the Ambassador are not and shall not be deemed to be employees or representatives, or be deemed in any way to derive authority from FirstBank. The Ambassador assumes full responsibility for their acts, their supervision, as well as their daily direction and control and shall be fully liable to FirstBank in this regard.


2.3 In connection with these Terms, each Party is an independent contractor and, as such, will not have any authority to bind or commit the other Party. Nothing in these Terms will be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose.


3. TERM

3.1 This Agreement shall come into force on the Effective Date and shall remain operative for a period of 3 (three) years, except otherwise terminated earlier in accordance with the provisions of these Terms. 


3.2 The Parties may elect to renew these Terms for a further period of 3 years or any other period that may be determined by the Bank in writing. This Agreement shall be so renewed on terms and conditions to be agreed upon by the parties in writing.


4. COMMISSION, FEES AND EXPENSES

4.1 In consideration of providing the Agent Recruiter Services, the Bank shall pay the Ambassador a portion of the income earned by the Bank on each transaction consummated by the Firstmonie Agent through the Firstmonie Agent Banking Platform (“Commission”). It is expressly agreed by Parties that the applicable Commission shall be determined by the Bank and based on calculations advised by the Bank.


4.2 The Ambassador shall be entitled to Commission (the rate of which shall be determined by the Bank) for functional additional outlets opened by a Firstmonie Agent that is onboarded by the Ambassador. 


4.3 The Commission would be computed and paid monthly or any other period that shall be determined by the Bank and would cover all transaction types except purchase of airtime.


4.4 The Ambassador shall be responsible for payment of all expenses, fees, charges and taxes that might arise as a result of these Terms. 


4.5 The Ambassador shall earn a Commission (to be determined by the Bank) for fund withdrawals or transfers that are successfully carried out at the PoS terminal of any Firstmonie Agent that is mapped to the Ambassador.  


4.6 The PoS terminals shall be issued to the Ambassador at a discounted rate to be determined by the Bank. This shall not amount to a sale of the PoS terminal which shall always remain the property of the Bank.


4.7 Subject to the approval of the Bank, the Ambassador shall issue the PoS terminals to Firstmonie Agents upon payment by the Firstmonie Agent of the sum to be determined by the Bank. The sum paid shall be inclusive of the insurance premium for the PoS terminal.


4.8 To meet the demand and or financial capacity of some potential Firstmonie Agents, the Bank shall issue pre-owned PoS terminals to Ambassadors at a discounted rate for subsequent issuance to interested Firstmonie Agents at a higher rate to be determined by the Bank.

 

4.9 Notwithstanding the provisions of Clause 4.5 above, Firstmonie Agents shall have the option of purchasing other insurance packages through the Bank or through the Firstmonie application. 


4.10 In the event of retrieval of PoS terminals from Firstmonie Agents that are no longer interested in serving as Firstmonie Agents, the Bank shall have the discretion of issuing the PoS terminals to the Ambassador at a discounted rate.


4.11 The Bank reserves the sole right to suspend or terminate without notice payment of the Commission or any other sum to the Ambassador.


5. ROLES OF THE PARTIES

5.1 The Ambassador


The Ambassador shall have the following duties:

5.1.1 Recruit (identify, evaluate and register) persons to be onboarded as Firstmonie Agents, it being understood that such persons shall be subjected to the Bank’s onboarding process. The Bank shall not be bound to onboard such applicants as Firstmonie Agents.

5.1.2 Carry out reasonable due diligence checks, at the Ambassador’s sole cost, on any person to be referred to the Bank as a potential Firstmonie Agent.

5.1.3 Undertake that Firstmonie Agents pay the Point of Sale (PoS) terminal issuance sum which shall not confer any ownership right on either the Ambassador or the Firstmonie Agent or be construed as ownership or purchase of the PoS terminal.   

5.1.4 Take physical delivery of PoS terminals, account for them, and efficiently distribute/deliver them to Firstmonie Agents without any damage whatsoever. 

5.1.5 Properly educate and train Firstmonie Agents as required by the Bank from time to time. 

5.1.6 Provide advisory and first level support services to the Firstmonie Agents.

5.1.7 Monitor the performance of Firstmonie Agents and promptly escalate issues impeding Firstmonie Agent(s) activities to the Bank.

5.1.8 Carry out any other duties that are consistent with the role as a Firstmonie Ambassador in the best interest of all parties.

5.1.9 Ensure that personnel recruited as Firstmonie Agents shall at all times work in the best interest of the Bank.

5.1.10 Provide all information and execute all documents as may be required by FirstBank.

5.1.11 Act with diligence, devoting reasonable time and effort to fulfil the duties described herein.

5.1.12 Ensure that the Bank is notified in writing of proposed changes to any of the conditions contained in these Terms.

5.1.13 Always render in good faith the Agent Recruiter Services to the Bank.

5.1.14 Open and maintain an operational account with the Bank where all agreed and due Commission for the Agent Recruiter Service provided to the Bank shall be paid into. 

5.1.15 Not to engage or assist and/or facilitate any terrorist activity or give any aid to any terrorist group or person. 

5.1.16 Not to engage in any criminal or unlawful activity or assist, aid, hide or divert the funds from any criminal activity whatsoever.

5.1.17 Comply with the Anti-Money Laundry (“AML”) policies and applicable regulations as the case may be. If the Ambassador fails to comply with this clause, the Bank shall have the right to terminate this agreement without prior notice and the Ambassador shall be held liable for any action that may have derived herein. 

5.1.18 Ensure compliance with the guidelines for engagement of Firstmonie Agents and provision of the Agent Recruiter Services as may be communicated by the Bank or the CBN (as informed by the Bank) from time to time within the tenor of these Terms. 

5.1.19 Promptly refund the Bank any Commission, fees or funds earned from transactions arising from a breach of Clauses 5.1.15, 5.1.16, 5.1.17 and 5.1.18 of these Terms. 


5.2 The Bank


The Bank shall have the following duties:

5.2.1 Ensure that fees due to the Ambassador are paid when due. 

5.2.2 Provide PoS terminals and welcome kits (which may include writing materials, Firstmonie banner and or other Firstmonie branded items) to the Ambassador for transmission to the Firstmonie Agents.

5.2.3 Take steps to ensure service availability at all Firstmonie Agent locations.

5.2.4 Agree to act in good faith as regards the conditions of these Terms.

5.2.5 Ensure that Commission receivable by parties is duly rendered.

5.2.6 Agree to provide necessary support for Firstmonie Agent locations and respond to all complaints to facilitate smooth running of Firstmonie Agent locations.


6. GENERAL TERMS 

6.1 Notwithstanding the provisions of these Terms, the PoS terminal shall remain the property of the Bank and the Bank shall have the liberty to exercise its ownership rights at any time and in any way whatsoever over the PoS terminals.


6.2 An Ambassador shall be eligible to request and or have a stock of not more than a cumulative sum of 10 (ten) PoS terminals at any given time.  


6.3 The PoS terminals released by the Bank to the Ambassador shall not be sold at any time whatsoever by the Ambassador or his Representatives but shall be issued to FirstMonie Agents. 

 

6.4 The Ambassador shall be responsible for managing the relationship with the Firstmonie Agent(s) (that they issue PoS terminals to), that are mapped to the Ambassador. 


6.5 The Ambassador shall reactivate dormant Firstmonie Agent locations/relationships who would upon reactivation be mapped to the Ambassador that revives the location/relationship. 


6.6 The Bank shall continuously monitor and track the performance of the Ambassador under these Terms and the continuous engagement of the Ambassador by the Bank shall be subject to the overall performance of the Ambassador as appraised /determined by the Bank.

 

6.7 The Bank shall reserve the right to retrieve the PoS terminals issued to the Ambassador and or the Firstmonie Agent.


6.8 The Ambassador shall ensure the PoS terminals are kept safe in good condition and promptly returned to the Bank whenever the Bank demands for same. 


6.9 The Ambassador shall promptly retrieve from the Firstmonie Agents and return the PoS terminal(s) to the Bank within any period provided by the Bank for the PoS terminal(s) to be returned.


6.10 The Ambassador irrevocably authorizes the Bank to carry out due diligence search on the Ambassador at any law enforcement agency, credit bureau or any other place that the Bank may deem fit.   


6.11 The Ambassador undertakes not to compete or carry out any act that may directly or indirectly circumvent the business of the Bank


7. REPRESENTATIONS AND WARRANTIES

7.1 The Ambassador represents and warrants to the Bank, that the transaction envisaged in these Terms is lawful and that the Ambassador has or shall acquire all governmental and regulatory licenses, permits, approvals and other authorizations (as applicable) required by law or other relevant regulatory authority for purposes of engaging in the Agent Recruitment Services. The Parties have entered into these Terms on the basis of this representation and warranty.


7.2 Each Party represents and warrants that (as applicable):


(a) It is established, validly existing and in good standing under the Laws of the Federal Republic of Nigeria, and has all necessary powers to enter into these Terms and carry on the business herein contemplated.

(b) It has full power, authority and legal right to execute, deliver and perform its obligations under these Terms.

(c) The execution, delivery and performance of these Terms has been authorized by all necessary action on the part of such Party and does not contravene any law, regulation, rule, order, agreement or commitment binding on such Party.

(d) These Terms constitute a legal, valid and binding obligation of such Party; and is enforceable against it in accordance with the terms hereof.



8. INDEMNITY

8.1 The Ambassador shall fully indemnify and hold the Bank harmless even after the expiration of these Terms for and against any and all damages, losses, expenses (including legal and professional expenses), demands, claims, sanctions, penalties or other liability whatsoever arising howsoever from administrative or legal action or proceedings against the Ambassador, its directors, officers, other employees in connection with the failure of the Ambassador to obtain, presently or in future, any requisite governmental and / or regulatory approvals, permits, licenses or other authorizations whatever required to provide its services under these Terms.


8.2 Each party shall fully and effectively indemnify and keep the other party indemnified for and against all damages, losses, expenses (including legal and professional expenses), demands, costs and other liabilities which a party may at any time incur as a result of any and all breaches by the either party of any its obligations under these Terms or from any third-party claim relating to the Ambassador’s right to provide the Agent Recruiter Services.


8.3 Parties further hereby indemnifies and agrees to hold the other free and harmless from and against all claim, losses, damages, costs, liabilities and expenses including legal fees arising from, suffered or incurred in relation to these Terms by reason of:

8.3.1 any breach of these Terms by a Firstmonie Agent recruited/referred by the Ambassador. 

8.3.2 any fraudulent or negligent acts or omissions on the part of a Firstmonie Agent recruited/referred by the Ambassador. 


8.4 The foregoing indemnity obligations shall survive expiration or termination of these Terms and shall remain binding on the Ambassador and its affiliates, successors and assign in perpetuity.


9. TERMINATION

9.1 These Terms shall terminate automatically if any requisite governmental and / or regulatory approval, authorization, license or permit required by either Party to fulfill its obligations herein stated is withdrawn.


9.2 Notwithstanding any provision to the contrary, these Terms may be terminated by either party without need to show cause upon giving 30 (thirty) days’ notice of termination to the other party.


9.3 The Bank may terminate these Terms at any time by written notice to the Ambassador, where the Ambassador:

9.3.1 Fails to pay the applicable penal charge in accordance with Clause 11 below.

9.3.2 Fails to fulfill any of its duties as stated in Clause 5.1 above.

9.3.3 Manipulates the Bank’s system by connivance with Firstmonie Agents to generate fictitious transactions.

9.3.4 Fails to meet performance targets set by the Bank from time to time within the duration of these Terms.

9.3.5 Is engaged in any misconduct in the opinion of the Bank.


9.4 The Ambassador may terminate these Terms at any time by written notice to the Bank, where the Bank:

9.4.1 Fails to fulfill any of its duties as stated in Clause 5.2 above.

9.4.2 Is engaged in any misconduct and found guilty accordingly by the court.


10. EFFECT OF TERMINATION

Upon the termination of these Terms for any reason, the Ambassador:

10.1 Shall refrain from taking any action that can suggest or indicate that the Ambassador is acting as a FirstBank authorized Ambassador.


10.2 Shall cease to be entitled to receive any commission or fees provided in Clause 4 above, provided that any undisputed Commission due and outstanding prior to termination shall immediately be remitted to the Ambassador.


10.3 Shall return all PoS terminals in its custody to the Bank and provide the Bank with an updated list/address of all Firstmonie Agents that are mapped to the Ambassador.


10.4 Confirms that the Bank shall reserve the right to retrieve the PoS terminals that were released to the Ambassador for distribution if the Ambassador fails or refuses to comply with Clause 10.3 above.


10.5 Confirms that the Bank shall reserve the right to remap the Firstmonie Agents that were mapped to the Ambassador prior to the termination.


11. EXCLUSIVITY PROVISION

The Ambassador undertakes that the Ambassador shall not participate in recruiting or poaching any Firstmonie Agent (whether or not recruited by the Ambassador) for any competitor. Where the Ambassador breaches this undertaking, the Ambassador shall be liable to pay the Bank a penal fee of NGN200,000 (Two Hundred Thousand Naira) per Firstmonie Agent. Failure to pay the foregoing penalty shall amount to a material breach of these Terms and the Bank shall be entitled to terminate these Terms in accordance with Clause 9 above.


12. CONFIDENTIALITY

12.1 Parties agree that they will use all Confidential Information only to further the performance of the Agent Recruiter Services, and for no other purpose.


12.2 Parties shall not (i) disclose to any third party the “Confidential Information, (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the other party, or (iii) use Confidential Information other than solely for the benefit of the other party.


12.3 Immediately upon termination of the relationship between FirstBank and the Ambassador and the Firstmonie Agent shall return to FirstBank any documents pertaining to FirstBank’s business or any of its trade secrets which are in its possession and FirstBank shall return to the Ambassador any documents pertaining to the Ambassador’s business or any of its trade secrets which are in its possession as it relates to this Agent Recruiter Services


12.4 Parties shall disclose Confidential Information only to their Representatives (who are bound to confidentiality as part of their employment or engagement with the Ambassador or who shall have separately agreed in writing to be bound by these confidentiality terms) that have a need to know the Confidential Information in relation to the performance of these Terms.

12.5 The foregoing confidentiality obligations shall survive expiration or termination of these Terms and shall remain binding on the parties and its affiliates, successors and assign in perpetuity with the exception, however, of Confidential Information that becomes part of the public domain without fault of either party, or any Representative of the party.


12.6 Parties shall not at any time during the implementation of the Agency Banking under these Terms release any statement to the press, or make any other public statement of any nature which could reasonably be expected to be published in any media regarding the relationship or the subject matter of these Terms as it relates specifically to the Ambassador, without the prior written consent of the other party.


13. COMPLIANCE WITH DATA PROTECTION LAWS

13.1 Parties each undertake to comply with the data protection laws, regulations and implementation framework (including but not limited to the Nigeria Data Protection Regulation 2019 and the Central Bank of Nigeria Data Protection Regulation) in force in the Federal Republic of Nigeria in the processing of personal data and other relevant data obtained in the course of the performance of their respective obligations under these Terms. Parties shall not use any third party to process personal data or any other information made available to it pursuant to these Terms without the prior written consent of the Bank or the Ambassador as applicable. Where third party processors are used to process data or perform a party’s obligations under these Terms, parties shall ensure that the processor is under similar confidentiality and data protection obligations as those contained in these Terms. Parties shall only process personal data in accordance with the other party’s instruction or as may be permitted by the other party in writing. Either party shall be liable for the unlawful processing of any data by itself, its third-party processors, agents and/or any contractor engaged and parties hereby undertake to indemnify and keep each other indemnified against any loss arising therefrom or in connection thereto. 

13.2 The Parties shall ensure that they adopt and implement adequate physical and technical measures to guarantee the confidentiality, secure processing and storage of personal data obtained and processed pursuant to these Terms.


14. USE OF DATA

FirstBank will collect personal data about the Ambassador and persons referred by the Ambassador as potential Firstmonie Agents, including their name, phone numbers, e-mail addresses and other relevant KYC (know your customer) information (“Information”). By providing the Bank with the Information, the Ambassador expressly consent to the Bank: (i) processing Information as may be required by FirstBank solely for the purpose of the Agent Banking Services; and other related activities (where these related activities have been expressly communicated to the Ambassador); and (ii) using the Information and sharing same with other third parties, including the Bank’s subsidiary companies, parent, affiliates, members of FBN Holdings Plc’s group (Related Parties) and any service provider(s) engaged by FirstBank solely for the purpose of the Agency Banking Services. The Ambassador further warrants to the Bank that it has obtained the requisite consent to share the personal data of any third party with the Bank for the purpose of these Terms and holds the Bank harmless for any liability that may arise as a result of the Ambassador’s failure to obtain the requisite consent before sharing any third-party personal data with the Bank.


15. FORCE MAJEURE

15.1 If any of the Parties hereto is unable to perform its obligations under these Terms and such inability is caused by pandemics, epidemics, strikes, lockouts, acts of God, floods, storms, labor dispute, rebellion, civil commotion, riot or military action, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, non-performance by suppliers or subcontractors, compliance with an order of a competent government authority or other circumstances comprehended within the term “force majeure” or other circumstances beyond the immediate control of the Parties, neither of the Parties shall be entitled to claim compensation from the other Party.


15.2 The affected Party shall notify the other Party not later than 7 (seven) days of the occurrence of the Force majeure and:

15.2.1 The affected Party shall do what is reasonably within its means to avoid or remove the cause(s) of the Force Majeure and to the extent possible shall continue the performance of its obligations under these Terms; and

15.2.2 Where the cause(s) of the Force Majeure continues beyond 30 (thirty) days, either Party shall have the option to terminate the Agreement, provided that the provisions of clause 8.3 above shall apply thereto.


16. EXCLUSION AND LIMITATION OF LIABILITY

16.1 Except as otherwise permitted under the law, in no event will  FirstBank, its affiliates, subsidiaries and/or any member of FBN Holdings Plc or their licensors, service providers or their agents, employees, agents, officers or directors be liable to you for damages, loss, liabilities, claims, and proceedings of any kind, under any legal theory, arising out of or in connection with your use of the Firstmonie Agent Banking Platform or your provision of the Agent Recruitment Service to the Bank, including without limitation any direct, indirect, special, incidental, consequential or punitive   damages, including but not limited to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, cancellation, modification or suspension of these Terms or otherwise, excluding losses arising from FirstBank’s negligence and breach  of  these terms and loss that is foreseeable. 


16.2 Except for errors or malfunction proven to have arisen from the Firstmonie Agency Banking Platform, FirstBank excludes liability for and shall not be liable for any problems, error or technical malfunction of any telephone network or internet data service network, servers, computer equipment, software or failure of any e-mail or any system or application which prevent you from entering into or hampers your ability to provide the Agent Recruiter Services or use the Firstmonie Agency Banking Platform; whether or not same arises on account of technical problems, human error or traffic congestion on the Internet or at any website (including mobile applications), or any combination thereof, including any injury or damage to participant’s or any other person’s computer relating to or resulting from your use of the Firstmonie Agency Banking Platform as well as any activities of hackers.


17. NOTICES

17.1 Unless otherwise provided in these Terms, any notice required under these Terms shall be in writing and in English language and shall be deemed to have been properly given by a Party if it is delivered by hand or email to the addresses set out below or as may be communicated from time to time or used in the normal course of correspondence. In the case of a notice delivered by hand, there shall be sufficient proof once such notice is duly acknowledged by the receiving Party. Notices via email shall be regarded as having been delivered on the date it is delivered if sent during normal business hours or the next business day following the date it is delivered if sent after normal business hours on the day it is sent, provided there is a delivery receipt.


17.2 Notices issued in connection with this Agreement may be delivered to the following addresses:


In the case of the Ambassador: 


Name: ………………………………..……

Address: …………….…………………

Email: …………………………………..

Phone number: ……………………….


In the case of the Bank:

First Bank of Nigeria Limited

Samuel Asabia House, 35, Marina, Lagos

Email: FirstmonieAgent@firstbanknigeria.com

 

18. MISCELLANEOUS

18.1 Severability: If at any time any of the provisions of, or acts envisaged in, these Terms is or becomes illegal, invalid or unenforceable in any respect under the applicable laws, regulations or policies in force in Nigeria, or any indication to that effect is received by either of the Parties from any competent authority, such provision shall be severed from these Terms or the Parties shall amend such provision in such reasonable manner as to achieve the intention of the Parties without illegality.

18.2 Lien and Set off: The Bank may at any time, (without notice to the Ambassador) lien the Ambassador’s account or set off any liability of the Ambassador to the Bank, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement.


18.3 Alteration: No amendment, alteration, modification or waiver of any of the provisions of these Terms or the rights or obligations of the Parties shall be valid and effective unless it is agreed to and signed by each Party.


18.4 Further Assurance: Each party shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.

18.5 Assignment: The Bank reserves the right to assign or transfer its rights or obligations under these Terms to any third party including its affiliates without prior written consent of the other Party. The Ambassador shall not assign or transfer its rights or obligations under these Terms to a third party without the prior written consent of the Bank.


18.6 No Agency: The relationship between the Parties hereto either as evidenced by the agreement or by the conduct of the Parties in pursuance thereof shall neither constitute nor be construed as a partnership or an agency.  It is expressly understood and agreed that the relationship between the Parties is purely that of independent contractors.


18.7 Entire Agreement: These Terms constitutes the entire understanding of the Parties hereto and the failure of either Party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provision or of the right of such Party thereafter to enforce each and every such provision of this Agreement. Notwithstanding the foregoing, the Bank shall be entitled to vary any term/s of these Terms subject to it providing notice to the Ambassador of such change and the Agreement of the Ambassador on variation of the Terms.


18.8 Governing Law and Jurisdiction: This Agreement, including any question regarding its existence, validity or termination, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria without regard to choice of law principles or rules.


18.9 Dispute Resolution: Any disputes arising between the Parties shall be resolved amicably between them. In the event that any such dispute is not amicably resolved within 14 (fourteen) days from the date of the first attempt at resolving the dispute, either Party may refer the dispute to the Nigerian Courts.


18.10 Contact: For further enquiries, please contact the Bank via email FirstmonieAgent@firstbanknigeria.com. 


By clicking the submit/accept button, you confirm your acceptance of the above Terms and agree that the Terms constitute a legally binding agreement between you and FirstBank. Notwithstanding the forgoing, you understand and agree that these Terms shall only be binding on the Bank from the Effective Date and that the Bank is not bound to accept your application to be onboarded as a Firstmonie Ambassador.


FIRSTMONIE AGENT PLATFORM

TERMS AND CONDITIONS

INTRODUCTION

Please read the following Terms and Conditions carefully. The following Terms and Conditions below apply to the Onboarding of FirstMonie Agents on the Agent Banking Services through First Bank of Nigeria Limited (“FirstBank” or “Bank”). By accepting these Terms and Conditions, you agree and confirm that you have read, understood, and agree to be bound by the terms and conditions contained herein, and subsequent amendments thereto as well as all applicable laws and regulations now existing or which may hereafter be enacted, issued, or enforced. You agree to be bound by these terms and conditions (Terms or Agreement). You also agree that the Terms are supplementary to the Firstmonie terms and conditions and other existing terms governing the banking relationship between you and the Bank and subsequent amendments thereto (Other Terms). You further confirm that you have read, understood, and agree to be bound by the Other Terms. You are deemed to have read and understood all applicable terms, conditions, rules, regulations, or agreements referenced herein and will be bound by them (as well as their revisions) accordingly.  You further agree to keep abreast of all such terms, conditions, rules, regulations, or agreements, as they are made available by the Bank from time to time. If you do not agree with the Terms and Conditions contained herein, DO NOT CLICK THE ACCEPT BOTTON ON THE FIRSTMONIE AGENT PLATFORM In these Terms, “the Bank” “we”, “us” or “our” refers to FirstBank, its successors, agents and assigns, while “Agent”, “you” or “your” refers to you and/or anyone providing Agent Banking Services to the Bank. (FirstBank and the Agent are hereinafter jointly referred to as “Parties” and each a “Party”) RECITALS
  1. a) FirstBank is a financial institution licensed by the Central Bank of Nigeria to carry on the business of banking in Nigeria.
  2. b) FirstBank has been authorized by the Central Bank of Nigeria to provide Agent Banking Services in Nigeria.
  3. c) FirstBank is desirous of engaging the services of the Agent to provide Agent Banking Services (as hereinafter defined) to its customers.
  4. d) You have agreed to provide the Agent Banking Services (as hereinafter defined) on behalf of FirstBank and has indicated your capability and willingness to provide the services to FirstBank subject to the terms and conditions contained in this agreement
  5. e) In furtherance of the above, the Parties have agreed to enter into this Agreement, for the purpose of articulating the terms and conditions that will govern the provision of Agent Banking Services.
NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the Parties agree as follows:
  1. DEFINITIONS AND INTERPRETATIONS
1.1          The under listed words and phrases in this Agreement shall have the following meanings: 1.1.1      “Agent/You” means entity or person(s) whose name(s) appear/s above, engaged by FirstBank to provide Agent Banking Services. 1.1.2                      “Agent/Your Account” means the account(s) through which you will conduct all Agent Banking transactions as anticipated under this Agreement. 1.1.3      “Agent Banking Services/Services” means financial services provided to the customers of FirstBank through the Agent in accordance with the terms of this Agreement and more specifically detailed in Appendix I hereto. 1.1.4                      Agent Banking Application” means the payment solution provided by FirstBank for the provision of Agent Banking Services 1.1.5      “Terms and Conditions” means this Agreement. 1.1.6      “AML/CFT” means Anti-Money Laundering and Combating Financing of Terrorism laws. 1.1.7      “Business Day” means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks in Nigeria are open for business. 1.1.8      “CBN” means Central Bank of Nigeria. 1.1.9      “CBN Regulations” means the guidelines for the regulation of Agent Banking relationships in Nigeria, issued by the CBN, including but not limited to any amendments thereto, as may be published by the CBN from time to time. 1.1.10    “Confidential Information” means: (a)          any information relating to FirstBank, or any of its Customers, received or held by you, any of its employees or any person performing any duty for you (which has been transferred, disclosed or obtained orally, visually, electronically or by any other means) whether or not in connection with the Agent Banking Services and includes, without limitation, personal information concerning Customers’, FirstBank Account, Customers’ transaction information and details including electronic/manual receipts, log books and all other information acquired by you or any of its employers or any person working for the Agent in connection with this Agreement or the performance of the Agent Banking Services; and/or (b)          all information received by you, its employees of any person performing any duty for you in connection with the installation, use, operation and maintenance of any system or materials provided by FirstBank in connection with the Agent Banking Service. 1.1.11    “Customer means persons who you provide the Agent Banking Services to pursuant to this Agreement. 1.1.12    “Customer Account” means an operating account owned by a customer. 1.1.13    “Deposit” means the process through which a customer pays money into a Customer Account. 1.1.14    “Designated Branch” designated FirstBank branch or branches through which you are required to make returns, submit report, provide updates and any other information to FirstBank 1.1.15    “Equipment” means all facilities, information, documentation including hardware, software and other resources provided to you by FirstBank in connection with the installation, use, operation, modification, support and maintenance of any system or materials required for the provision of the Agent Banking Services and including the Agent Banking Application Software. 1.1.16    “KYC” means Know your customer. 1.1.17    “Intellectual Property Rights” means all copyright and rights in the nature of copyright, trademarks (including all goodwill in them) and domain names, registrations and applications for registration of any of the above, moral rights, know-how, confidential information, and any other intellectual or industrial property rights, whether now known or in the future arising belonging to FirstBank. 1.1.18    “Personal Data” means any information relating to any identified or identifiable individual or a natural person (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, Tax Identification Number (TIN), 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. 1.1.19    “Initial Cash Deposit” means the minimum sum of which you are required to pay into your Account as a precondition to being authorized to provide the Agent Banking Services as defined in Appendix 3 1.1.20    “Service Point” means your permitted office location for providing Agent Banking Services. 1.1.21 “Sub Agent” means a person or a company, appointed by or acting under your control to perform the services 1.1.22                    “Term” means the “Initial Term” and the “Renewal Term” as both defined in Clause 3 hereof. 1.1.23    “Transaction” means any financial activity carried out by a Customer through you which must be within the list of transactions/services which you are permitted to process as defined in Appendix 1. 1.1.24    “Transaction Limit” has the meaning given to it in Appendix 3. 1.1.25    “Transaction Receipt” means the acknowledgement document generated by the terminal (electronic copy) or manual copy, filled by you with details of the transaction, which is signed off by both you and the Customer upon successful completion of the transaction. 1.1.26  “Your Aggregator” means an entity or individual that recruited/selected you that is providing the Agent Banking services stated in this Agreement.
  1. APPOINTMENT AS AGENT
2.1          Subject to the terms and conditions of this Agreement, FirstBank hereby appoints you as a nonexclusive independent contractor for the provision of the Agent Banking Services on its behalf and you hereby accept the appointment and agrees to provide the Agent Banking services pursuant to the terms of this agreement and the extant of CBN Guidelines. 2.2          You shall not be released from any risk or obligations imposed on/or undertaken by you on grounds that you could not have foreseen any matter which might affect or have affected your performance in terms of this agreement. 2.3          Parties agree that you shall be registered with a Designated Branch.
  1. TERM
3.1          These Terms shall commence from the date you accept the Terms by clicking the “Accept Button” (“Effective Date”) and shall subsist for an initial period of one (1) year (the “Initial Term”) unless terminated in accordance with clause 16 hereof. At the expiration of the Initial Term and unless otherwise terminated pursuant to Clause 16 hereof, upon satisfactory appraisal of your performance, this Agreement shall be automatically renewed for successive one (1) year periods (“Renewal Terms”) at the discretion of the Bank.
  1. YOUR UNDERTAKINGS
You agree and undertake to FirstBank that you shall: 4.1          comply with all applicable legislations and regulations for the duration of this Agreement. If you are engaged in any regulated commercial activity, you further undertake to and shall, ensure that you possess valid business license and/or permit for at least a period of 12 months prior to the date of this Agreement. 4.2          comply with all requests fully and promptly for information received from the CBN and/or FirstBank with respect to the Agent Banking Services activities undertaken by you pursuant to this Agreement. 4.3          undergo any training FirstBank may prescribe to or require you to undergo with respect to provision of the Agent Banking Service and/or such other training as may be prescribed by the CBN or beneficial to your business as in order to deliver the Agent Banking Service. Such training shall be at your sole cost. 4.4          perform the Agent Banking Services with reasonable care, due diligence, and skill and in accordance with FirstBank standards as well as the standards and procedures required of a reasonable and prudent business entity/person. This includes such standards and procedures that may be subsequently provided to the agent periodically via email and through Agent Forums. Any deviation from the standards and procedure shall be rejected by FirstBank and considered as a breach of your obligations under this Agreement. 4.5          not carry out any Agent Banking Services’ transactions outside its approved business location/ outlet. 4.6          not act in any manner that may contravene or compromise the sales and service standards of FirstBank, tarnish or negatively affect the name and/or reputation of FirstBank. 4.7          not at any time carry out transactions that exceeds the Transaction Limit. 4.8          not undertake cheque deposits and encashment of cheques. 4.9          not carry out foreign currency denominated transactions. 4.10      Not carry out offline transactions. 4.11     Not carry out a transaction where a receipt or acknowledgement cannot be generated. 4.12     Not give and/or issue a Guarantee in its name or on behalf of FirstBank. 4.13        comply with AML/CFT laws and the KYC requirements. 4.14        ensure that your credit ratings at the relevant credit rating agency shall remain positive throughout the subsistence of this Agreement. 4.15        not use nor authorize the use of your business premises for any illegal or unlawful activity, business or trade. 4.16        not engage in unauthorized co-branding of marketing collaterals and shall adhere to the branding specifications provided by FirstBank. 4.17        meet all targets set for you by the FirstBank from time to time. 4.18        as a condition for FirstBank providing POS terminals to you free of charge, shall meet such monthly transaction targets and/or other targets specified herein by FirstBank and/or as may be specified by FirstBank from time to time. Where you fail to meet the set transaction targets for three (3) consecutive months and/or any other periods FirstBank may determine, FirstBank reserves the right and shall be entitled to immediately withdraw its POS terminals from you. 4.19 Where you refuse to return the POS device after all necessary measures have been taken, the Bank reserves the right to deduct the cost of the device from your account(s) 4.20 FirstBank reserves the right to take legal action against you if you refuse to return/release the POS device upon recall 4.21 Where willful damage or unauthorized repairs of the POS terminal has been established, the Bank reserves the right to automatically debit the cost of terminal from your account(s) 4.22        not abandon or neglect the provision of the Agent Banking Services under this Agreement. Where the Agent wishes to discontinue providing the Agent Banking Services, you shall terminate this Agreement in accordance with the termination provision herein contained. 4.23        not withhold, under any guise whatsoever, FirstBank’s POS terminals and other items belonging to FirstBank, upon discontinuance of the Agency Banking Services or due to any grievances 4.24 not under any guise whatsoever lease, mortgage, lend, sell or transfer to any other Agent or third party, the FirstBank POS or other items belonging to FirstBank.
  1. 25 Understand and agree that POS Terminal is free (unless otherwise communicated through the Bank’s approved official means) and shall not make any payment, deposit, or advance through FirstBank Staff member or any other person in order to obtain or fast-track the process for obtaining a POS Terminal. 4.26 You further agrees that FirstBank shall not be responsible for any claims, damages, losses you may suffer from breach of this clause 4.25 above.
  2. YOUR RIGHTS AND DUTIES
5.1          You shall at all times during the subsistence of this Agreement perform the Agent Banking Services more specifically detailed in Appendix I hereto. 5.2        You shall: 5.2.1 not make deposit into your Firstmonie Agent Account or any other accounts through any staff member of the Bank or any relative to a staff member whatsoever. 5.3          You shall, in the performance of the Agent Banking Services: 5.3.1      ensure that the Service Point(s) remain(s) open and available for rendering the Agent Banking Services during your normal operating hours. You shall communicate its operating hours and any change thereto to FirstBank in writing. 5.3.2      maintain adequate, suitable, and sufficiently staffed Service Point as is necessary to ensure the efficient and timely performance of the Agent Banking Services. 5.3.3      at your own cost, cause staff at Service Point to receive training in respect of the operation of the Agent Banking Services and efficient performance of the same; 5.3.4      you acknowledge and agree that the CBN and/or FirstBank may from time to time require or demand free, full, unfettered, and timely access to your internal systems, documents, reports, records, staff and premises in so far as the Agent Banking Services is concerned. Therefore, you agree and undertake to, forthwith upon request, to grant such access to the CBN, authorized representatives of CBN and/or such third-party auditors as the CBN may advised in writing from time to time whether directly to you or through FirstBank or any other CBN nominated third-party.; 5.3.5      pursuant to this Agreement grant free, full, unfettered, and timely access to authorized representatives of FirstBank as may be required or requested by FirstBank from time to time in order to provide Agent Bank Services support services to you or/and to audit or inspect the your internal systems, documents, reports, records, processes, staff and premises of in connection with the Agent Banking Services. 5.3.6      at your  own cost and expense to prepare, maintain and retain in electronic or physical format, or other format acceptable to FirstBank and for a period of seven (7) years after expiration or termination of this Agreement, accurate and current books and records applicable to the Agent Banking Services including, without limitation, transaction receipts, log books, service and repair records, quality documentation, the date, names and contact information of Customers and daily transactional records (individually and collectively called “Records”). You acknowledge that all Records are held for the benefit of FirstBank and shall ensure that all Records are transmitted to the Designated Branch on a weekly basis, or any other periodic intervals as may be requested by FirstBank from time to time. 5.3.7      promptly provide, upon FirstBank’s written request, any Record or information in connection with the Agent Banking Services, in such format as may be requested by FirstBank. you shall serve as FirstBank’s liaison and promptly (not more than 24 hours of receiving any complaint or inquiry from a Customer), bring such complaint or inquiry to FirstBank’s notice through the Designated Branch. 5.3.8      cooperate and assist FirstBank in the dissemination of any Agent Banking Services’ safety alerts, technical service bulletins, etc. to Customers, or any other information as may be requested by FirstBank; 5.3.9      procure and at all times maintain at your own cost and expense, without limitation, all current and future required licenses, permits and governmental approvals as applicable to enable you, your Service Points and your employees to lawfully comply with its obligations under this Agreement. Notwithstanding the provision of this clause 5.2.9, the Agent hereby consent that failure to procure any required Personal Data to effectively carry out its obligations under this Agreement, FirstBank is hereby authorized to forward your details to any regulatory authorities including the Joint Tax Board for the procurement of such Personal Data on your behalf. You hereby irrevocably indemnify and hold FirstBank free and harmless from and against all claim, losses, damages, costs, liabilities, and expenses including legal fees arising from, suffered, or incurred by FirstBank in relation to this Agreement arising from or in connection with the procurement of such Personal Data. 5.3.10    comply with all CBN regulations/guidelines, anti-corruption, anti-money laundering and anti-terrorism Laws and best practices; 5.3.11    not engage or assist and/or facilitate any terrorist activity, including terrorism financing or give any aid to any terrorist group or person; 5.3.12    not engage in any criminal or unlawful activity or assist, aid, hide, divert, handle or process funds from any criminal activity or linked thereto, in any manner whatsoever; 5.3.13    use the Equipment solely in connection with operating and offering of the Agent Banking Services on behalf of FirstBank pursuant to the terms of this Agreement; 5.3.14    not use any other equipment other than the Equipment to provide the Agent Banking Services to any Customer. 5.3.15    implement procedures for data backups and archival management; 5.3.16    not bind, obligate or commit FirstBank by any promise or representation unless specifically authorized by FirstBank in writing; 5.3.17    not use FirstBank’s name or privileges to do or solicit from any person, for any other purpose and in any manner other than as may be permitted in this Agreement; 5.3.18    not accept cheque deposits and encashment of cheque nor any other transaction requiring the use of cheque; 5.3.19    not carry out any foreign currency denominated transactions for and on behalf of any Customer. 5.3.20    not carry out Agent Banking Services transactions outside your approved business location/ outlet. 5.3.21    install such measures as may be necessary to protect the security and integrity of related hardware or software, whether owned by FirstBank or you, and comply with all security or encryption standards, rules and procedures as stipulated or may be stipulated by FirstBank from time to time and/ any standards or rules that the CBN may stipulate from time to time; 5.3.22    not utilize or allow unauthorized personnel to offer the Agent Banking Services or otherwise assist in the performance of your obligations under this Agreement (whether directly or otherwise); 5.3.23    not discriminate against any Customer and must honour all valid Transactions, provided that such transaction is not illegal or appear suspicious; 5.3.24    issue Transaction receipts for all Transactions carried out at the Service Point; 5.3.25    under no circumstances request details of a Customer’s Personal Identification Number (PIN), balances or any confidential information of the Customer. 5.3.26    not give any guarantee for loans and/or any other obligations to a Customer or any third party in connection with the Agent Banking Services. 5.3.27    ensure that all Equipment provided by FirstBank for delivery of the Agent Banking Services are kept secure and used only for the delivery of the Agent Banking Services on behalf of FirstBank pursuant to the terms of this Agreement; 5.3.28    not charge customers any fees/commission save for FirstBank’s approved standard fees for carrying out permitted transactions which such fees/commission chargeable shall be conspicuously displayed at the Service Point at all times; 5.3.29    prominently and clearly display at all times, all branding and advertising materials as well as Customer Complaints helpline numbers and email addresses at its Service Points and ensure same is visible to the general public. 5.3.30    not generate or develop FirstBank branding and advertising materials on its own or use FirstBank provided branding and advertising materials for any purpose save otherwise permitted under this Agreement; 5.3.31    ensure that all mutilated FirstBank’s branding, and advertising materials are promptly removed and reported to the FirstBank’s representative for replacement. Such removed branding and advertising materials shall be returned to FirstBank for destruction or may be destroyed by Agent if requested by FirstBank in writing. 5.3.32    display in a conspicuous places at your business premises and/the Service Points the following information: (a) the name and logo of FirstBank’s Agent Banking Services brand as advised provided to you by FirstBank; (b) the list of banking services offered vide the Agent Banking Services as approved by FirstBank; (c) a notice, in a manner approved by FirstBank, stating that the Agent Banking Services are provided subject to availability of funds; (d) a notice, in a manner approved by FirstBank, stating your FirstBank’s approved Transaction Limit; (e) list of FirstBank approved transactions charges applicable to the Agent Banking Services which are chargeable to Customers. 5.3.33    ensure that all required documents such as Account Opening Forms or KYC documentation are obtained from each Customer and authenticated with such Customer’s signature; 5.3.34    use account opening documents/package obtained from FirstBank strictly for completion by prospective customers. You shall subsequently forward the duly completed forms and KYC documentation to the Designated Branch of FirstBank for completion of the account opening process; 5.3.35    ensure that the manually generated Transaction Receipts are completed correctly, while reviewing electronically generated transaction Receipt to ensure that the information stated matches the transaction consummated. 5.3.36    effect all valid request by Customers desiring to effect deposit or withdrawal of cash from such Customer’s Accounts, in line with FirstBank approved transaction limits as such limits may be revised by FirstBank from time to time. 5.3.38    not engage in or process any transaction request or complete any transaction where: (i) such transaction has not been incorporated into the product offerings on the transaction channels as approved by FirstBank; and/or (ii) there is or subsist any network downtime or failure at the transaction time. You shall promptly report all suspicious transactions to FirstBank. 5.3.39    provide adequate security at the Service Point; 5.3.40    ensure that FirstBank is promptly notified of any security breach, misuse, irregularity, suspected fraudulent transaction or any suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of the Agent Banking Service immediately and in no event later than 24 hours of the occurrence of any of such events; 5.3.41    not use the Agent Banking Services for money laundering, fraudulent purposes or for any illegality or in connection with any illegal activity, whatsoever. 5.3.42    unless otherwise advised in writing by FirstBank and enabled in the Equipment, not use the Agent Banking Services for any gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings; 5.3.47    if requested by Firstbank, to attend and participate in any trade shows, trainings and/or conventions organized by FirstBank from time to time in connection with the Agent Banking Services and this Agreement; 5.3.48    where authorized by FirstBank in writing, promptly respond to communications from Customers. 5.3.49    assist FirstBank with regard to any and all collection matters as requested by FirstBank in writing; 5.3.50    prepare and maintain all reports and documentation as may be requested by FirstBank from time to time. 5.3.51    where Agent is a registered business, you shall ensure that it provides FirstBank with at least 30 (thirty) days’ prior written notice of any proposed change of its ownership or management structure before such change is effected. 5.3.52    provide the following details to FirstBank and re-submit and re-validate the details annually; (a) the name of the Agent; (b) your location of activities or Service Points; (c) terms of engagement, itemizing all commercial activities you are currently engage in and proposed responsibilities; and (d) a signed declaration by the Agent. 6              OBLIGATIONS OF FIRSTBANK 6.1          FirstBank shall at all times during the subsistence of this Agreement: 6.1.1      provide the requisite training to you to enable you to provide the Agent Banking Services; 6.1.2      provide you with forms, operational guidelines/manuals and other documents required to effectively perform the Agent Banking Services; 6.1.3      notify you of any communication between it and CBN relating to the Agent Banking Services (where necessary) or of any CBN regulations or directives relating thereto. 6.1.4      shall set business and performance targets periodically to be met by you and communicate same to you. 6.1.5      through the Designated Branch, offer liaison services to you on the Agent Banking Services operations. 7              AGENT BANKING SERVICES FEES/COMMISSION 7.1          In consideration of you providing the Agent Banking Services in line with the terms of this Agreement, FirstBank shall pay commission and/or fees for every successful Agent Banking Services rendered or consummated per month by you as specified in the attached Appendix 2. 7.2          The Commission or fees due to you will be paid on or before the 5th day of the next month to your Account subject to the deduction of the agreed percentage payable to the Agent Aggregator where applicable. You acknowledge and agree that FirstBank shall be entitled to withhold or reverse any commission or fees due to or paid to you (as applicable) on the account of any request for chargeback by a Customer, any issuing or acquiring bank or a switching company or where reversal requested by any card scheme or necessitated by any applicable law, regulation, or card scheme rules. In furtherance of the foregoing, you hereby authorize FirstBank to without recourse to you, debit your account and reverse such payments as may be required by under this clause. 7.3          Save as specified in this Clause 7, it is hereby agreed that you (and the Agent’s personnel and/or any other party engaged by you) shall have no other claims against FirstBank for commissions, salaries or other items of expense in relation to the Agent Banking Services or anything done pursuant to this Agreement and you shall not charge or attempt to charge the customer fees of any kind in respect of the services except as agreed in the Fee Schedule specified in Appendix 2. 7.4          This Agreement establishes your and FirstBank’s obligations under a commission structure and does not create an employer-employee relationship between FirstBank and you. 7.5          You understand and acknowledge that neither you nor any of its personnel, employees or any other third party engaged by you shall receive or be entitled to claim from FirstBank any form of salary, allowances, emolument or any other fringe benefits such as medical, life insurance, disability protection, workman’s compensation insurance, etc., from FirstBank. You further acknowledge that it is your sole responsibility to pay your personnel and employees their wages and all applicable taxes, including without limitation to the Pay As You Earn (PAYE) taxes. 8              INSURANCE 8.1          You shall from the date of this Agreement and throughout the duration of this Agreement, take up and maintain comprehensive, money insurance to secure operational funds, equipment insurance to secure the Bank’s POS deployed at your location and Group Personal Accident Insurance to cover you and your employee at all times at its sole cost and responsibility, valid insurance policies as are statutorily and customarily applicable to its operations and the Agent Banking Services and/or such other insurances as FirstBank may require you to procure from time to time in connection with the Agent Banking Services and this Agreement. 8.2          It is further agreed that you shall maintain further insurance policies to cover risks involving fraud, safety of the personnel (which may directly, indirectly or vicariously result in adverse consequence or liability to FirstBank), equipment in its possession, cash in possession and cash in transit against theft, fire, loss, injuries to persons, . 8.4          You shall maintain all the insurance policies required under this Agreement with reputable insurance companies acceptable to FirstBank and at insured amounts that satisfactory to FirstBank or as may be prescribed by FirstBank from time to time, with Firstbank noted as first loss payee. 8.5          You shall, upon FirstBank’s request in writing, provide copies of any insurance policies and evidence of premiums paid to FirstBank. 9              REPRESENTATIONS AND WARRANTIES 9.1          You represent and warrant, as of the Effective Date that:
  1. You have full power and authority to enter into, and perform your obligations stated under this Agreement;
  2. there are no conditions, events, occurrences, or other circumstances that might materially adversely affect your ability to carry out all or any of your obligations under this Agreement;
  3. You have full knowledge of the relevant legislations and regulations governing the Agent Banking business in Nigeria and has the capacity to carry out the Agent Banking Services as contemplated in this Agreement and/or by the relevant laws or regulations.
  4. You are well established and has been carrying out commercial activities, for at least twelve (12) months immediately preceding the date of your completion of the Agent Registration/Enrolment Form and all documents provided as evidence in connection therewith are true and accurate;
  5. Your credit ratings at a CBN licensed credit bureau or such other relevant credit rating agency for at least 12 months prior to this Agreement has been positive and has not been classified as non-performing borrower. You shall ensure that this position remains unchanged throughout the duration of the Agreement;
  6. The execution and performance of your obligations under this Agreement will not contravene any provision of, or constitute a default under, any applicable law (including any Anti-Money Laundering Laws) , administrative regulation or court order or judgment applicable to you or any constitutional documents (where applicable) or other agreement(s) to which you are a party; and
  7. you understand that all data and information collected from Customers, FirstBank or such other applicable sources while performing its obligations under this Agreement shall remain the property of FirstBank, and it hereby waives all rights to claim on such data or information.
  8. You have the financial capability, technical competence, and good standing to perform each and all of your obligations under this Agreement.
  9. You understand that for the purposes of account reconciliation, limited to view only access, the Agent shall be profiled on the online banking platform/tool. You also understand that there are terms and conditions governing the use of online Banking, the full version of which can be accessed on www.firstbanknigeria.com as updated from time to time by Firstbank.
  10. You confirm that by signing this Agreement, you have read the full version of the terms and conditions governing the use of online banking and voluntarily accepts same, flowing from your understanding of the nature of your obligations.
9.2          FirstBank represents and warrants, as of the Effective Date that:
  1. it has full power and authority to enter into, and perform its obligations under, this Agreement.
  2. there are no conditions, events, occurrences or other circumstances that might materially adversely affect its ability to carry out its obligations under this Agreement.
  3. its execution and performance of this Agreement will not contravene any provision of, or constitute a default under, any law, its constitutional documents or other agreement to which it is a party; and
  4. it has the financial capability, technical competence and good standing to perform its obligations under this Agreement.
  5. INDEMNIFICATION
10.1        You hereby indemnifies and agree to hold FirstBank free and harmless from and against all claim, losses, damages, costs, liabilities, and expenses including legal fees arising from, suffered or incurred by FirstBank in relation to this Agreement arising from or in connection with:
  1. any breach of this Agreement by you, any sub-agent appointed by the Agent (where the appointment of such sub-agent is approved by the Bank) and your employees and/or personnel.
  2. any fraudulent or negligent acts or omissions on your part or your employees in performing or carrying out the Agent Banking Services.
  3. Any loss arising from any breach of security and/or theft which occurs at your location or Service Point.
10.2        The foregoing indemnity obligations shall survive expiration or termination of this Agreement and shall remain binding on the Agent and its affiliates, successors and assign in perpetuity.
  1. CONFIDENTIALITY
11.1    You shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of FirstBank disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates (Confidential Information), unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavors to prevent the unauthorized disclosure of any such Confidential Information. 11.2 You undertake that in executing this Agreement and in connection with the processing of personal data obtained in the course of your performance of the Agency Banking services, it shall comply with the provisions of the data protection laws and regulations in force within the Federal Republic of Nigeria. You agree that it shall not use any third-party to process personal data of any data subject or customer without FirstBank prior written consent 11.2        Immediately upon termination of the relationship between FirstBank and you, you shall return to FirstBank any documents pertaining to the FirstBank’s business or any of its trade secrets or containing any Confidential Information which are in your possession. 11.3        You shall not at any time during the term of this Agreement, release any statement to the press, or make any other public statement of any nature which could reasonably be expected to be published in any media regarding the relationship or the subject matter of this Agreement, without the prior written consent of FirstBank. 12           RELOCATION, TRANSFER AND CLOSURE OF AGENT PREMISES 12.1        You shall not relocate, transfer, or close the Agent Service Point without prior written notice to FirstBank. 12.2        Notice of intention to relocate, transfer or close your Service Point shall be served on FirstBank not less than 60 (sixty) days before such relocation, transfer, or closure of the Service Point. 12.3        Where you open a new outlet in a different location, you shall apply to FirstBank, where you desire to use such location as an additional Service Point, to be registered as an Agent in that location. 12.4        Where you use a different location as a Service Point, without first obtaining the relevant authorization from FirstBank, you shall be suspended from processing further transactions until compliance is established. 13           LIABILITIES 13.1        FirstBank shall not be liable for any damage, loss, liability or expense suffered or incurred by you, sub- agent or any third party as a result of or in connection with the provision of Agent Banking Services, unless the relevant damage, loss, liability or expense was caused by breach of contract, willful misconduct or gross negligence by FirstBank, or its employees or authorized personnel as finally determined by a court of competent jurisdiction in Nigeria. 13.2        Notwithstanding the provisions of clause 13.1, FirstBank shall not be liable to you for any indirect or consequential loss or damage, including without limitation, loss of profit, revenue, anticipated savings, business transactions or goodwill or other contracts whether arising from negligence, breach of contract or howsoever arising. 14           INTELLECTUAL PROPERTY RIGHTS 14.1        The ownership of all Intellectual Property Rights in the Equipment shall, at all times, be and remain vested in FirstBank. The Agent shall not, directly or indirectly, or through or in connection with any parent, subsidiary, affiliate, Agent or other third party or person copy, modify, revise, create, decompile, disassemble, re-program, reverse, engineer or otherwise deal with the Equipment or, in whole or in part, write or develop any derivative software or any other software program based upon the Equipment, or related information or permit use of the Equipment by any third party or entity without FirstBank’s prior written consent. 14.2        The ownership of all data, information or documents obtained by you from Customers, FirstBank or any other party as a result of its carrying out the Agent Banking Services shall remain vested in FirstBank. You hereby acknowledge FirstBank’s ownership and waives all claims to such data, information or documents. 14.3        During the Term of this Agreement, FirstBank grants you a non-exclusive, limited, non- transferable, non-assignable, revocable right to identify or represent as a “Firstmonie Agent” (hereinafter called the “Authorized Mark”); provided that you shall not represent yourself as a financial institution or a bank or use words capable of being interpreted to mean or suggest that you are a financial institution or a Bank. 14.4        No other right or license is granted to you for the use of any other FirstBank trademarks or trade names or any variant thereof or any other variant of the Authorized Marks, other trade name or trademark used or owned by FirstBank or its parent or associated companies (“FirstBank Marks”) without the express written permission of FirstBank. 14.5        You acknowledge and agree that, except as expressly provided in this Agreement or otherwise expressly provided by FirstBank in writing, (i) it has no rights or interest of any kind in or to any FirstBank’s Marks, and (ii) it will not assert any rights or interest in any of the FirstBank’s Marks or other proprietary data of FirstBank by virtue of the rights granted to the Agent under this Agreement. 14.6        All rights arising from your use of the Authorized Mark (as part of its Agent Banking Services) shall inure to the sole benefit of FirstBank. 14.7        You shall not register the FirstBank Marks or the Authorized Mark, any logo, brand name, trade name, domain name and/or slogan or other similar designations with any person, any governmental body or register any variant thereof as a domain name, or as part of your business name, or as user or seller name on Twitter, Ebay, Facebook, Instagram or any other current or future media or format available on the Internet. 14.8        To the extent required to preserve FirstBank’s rights, and at FirstBank’s request, you shall execute such registered User Agreements or other documents that may be necessary or desirable by FirstBank to protect the Authorized Mark and other FirstBank Marks (where applicable). 14.9        You shall use only FirstBank provided artwork of the Authorized Mark and the FirstBank Marks (hereinafter individually and collectively “Artwork”) only in the manner permitted or authorized by FirstBank in writing. Additionally, FirstBank may provide access to such Artwork electronically (including its website) or otherwise; provided, however, that you agree in advance with the terms and conditions of usage of the FirstBank Marks or Authorized Mark, which may change from time to time without prior notice from FirstBank. You shall not provide Artwork obtained or accessed from FirstBank to any third party 14.10     The Provisions of this Clause 14 shall survive the termination or expiration of this Agreement. 15           SUSPENSION 15.1        FirstBank shall have the right, at its sole discretion, to suspend you for infractions including but not limited to:
  1. opening of a new/additional service point(s) in different location(s) without obtaining prior approval from FirstBank
  2. receiving and cashing cheques on behalf of FirstBank
  3. carrying out foreign currency denominated transactions
  4. splitting transactions that could have been affected within a single transaction limit, in order to generate more commissions.
  5. using Transaction Channels not approved for Agent Banking Services to perform transactions on behalf of customers
15.2        If so desired by FirstBank, FirstBank may give written warning notice of an infraction to you requesting you to remedy the infraction within such time as may be prescribed by FirstBank. If the infraction persists after such warning notice or if FirstBank does not consider it appropriate to give notice, FirstBank shall suspend you forthwith in writing. 15.3        Upon your suspension, you shall refrain from carrying out Agent Banking Services on behalf of FirstBank, until such time as the suspension is lifted and you will be advised accordingly in writing by FirstBank. 15.4        FirstBank shall not be liable to you for any loss; including loss of profits, special, incidental, consequential, exemplary damages or any other loss or cost incurred by you as a result of the suspension 15.5        FirstBank reserves the right to advise the public of the suspension of the Agent’s appointment pending when such suspension is lifted. 15.6        The duration of the suspension shall be at the discretion of FirstBank and subject to the outcome of any investigation exercise FirstBank may determine to carry out with respect to the identified infraction(s) or in connection therewith. 16           TERMINATION 16.1        FirstBank shall have the right to terminate this Agreement immediately by giving written notice to you if, at any time:
  1. You becomes insolvent, is adjudged bankrupt , files or has filed against you a petition under any of the provisions of bankruptcy, insolvency or other laws relating to insolvency or bankruptcy, or if a receiver or administrative receiver is appointed over your business or property, or you make an assignment for the benefit of creditors, attempts to assign this Agreement without written consent of FirstBank, ceases or threatens to cease to carry on its business, or in case of limited liability company passes a resolution for winding up or, in the sole judgment of FirstBank, you have suffered a material impairment to your credit;
  2. there shall have occurred a change of control in the ownership of the Agent (where applicable) and such change is capable of adversely affecting performance of your obligations under this Agreement;
  3. You use your business premises for any illegal or unlawful activity such as money laundering, fraudulent purposes or any other form of illegal business/ trade.
  4. You fraudulently extract and uses Customer information (personal details, personal identification number (PIN), or any other financial or non- financial information of the customer).
  5. You breach any of the terms of this Agreement, fails to carry out any of your obligations or abandons the Agent Banking Services, or is in default under any other agreement between you and FirstBank.
16.2        Except as provided otherwise above, FirstBank may terminate this Agreement by providing you with thirty (30) days prior written notice of its intention to terminate this Agreement, if you fail to cure any default as described in (i) and (ii) of this Clause 16.2 within ten (10) days of your receipt of written notice of such default; specifically, if you:
  1. fails for any reason to carry on its or his/her business; or
  2. without prior notification to FirstBank fails to keep its Service Points open for normal Business hours for two (2) consecutive Business Days.
16.3        FirstBank may terminate this Agreement immediately where
  1. i) you breach any one or more of the obligations in this Agreement; or
  2. ii) any other bank terminates its Agent Banking relationship with you
iii)           you have become dormant and/or has otherwise abandoned or fails to provide the Agent Banking Services for at least a period of 6 months at any time during the term of this Agreement. 16.4        without prejudice the provisions of this Agreement, FirstBank may terminate this Agreement without cause by providing you with thirty (30) days prior written notice terminating the Agreement. 16.5        Immediately upon the expiration or termination of this Agreement for any reason, and notwithstanding any claim by you, you shall:
  1. cease to use the “Authorized Mark” including, without limitation, removing all signage from the exterior and interior of its building or premises that include the Authorized Mark;
  2. take all necessary steps to change its listing in telephone directories, on its website(s) as FirstBank’s Agent, and do all other acts necessary to remove any other identification of the Agent as a provider of the Agent Banking Services for FirstBank;
  3. remove and deliver to First Bank at your sole costs all banners, signs, samples, price lists, sales promotion materials, transaction receipts, logbook and all other Firstbank branded materials for the Agent Banking Services in your possession or at your location/Service Points that were furnished by FirstBank to you. You shall desist from continued use of FirstBank’s brand, promotional and other materials after the termination or expiration of this Agreement; and
  4. Supply FirstBank with such information regarding Customers as is reasonably necessary for FirstBank to assume or transfer, following expiration or termination of this Agreement, service and support responsibilities with respect to the Agent Banking Services performed by you under this Agreement.
  5. Deliver to FirstBank all Confidential Information and/or personal data belonging to any Customer or other individual in connection with the Agent Banking Services, which are in your possession prior to the termination of this Agreement or which subsequent comes under your possession after the termination.
16.6        Further, upon expiration or termination, you shall refrain from taking any action that could indicate you are still acting as a “FirstBank Authorized Agent”. 16.8        Nevertheless, your obligations under clauses 10 (INDEMNIFICATION) 11 (CONFIDENTIALITY), 13 and 15 (LIABILITY and its effected) of this Agreement shall survive the expiration or termination of this Agreement. 16.9        FirstBank shall not be liable to you or any third party for damages of any kind or nature whatsoever, including lost profits, special, incidental, consequential or exemplary damages, because of the termination of this agreement. 16.10     You hereby expressly waives any special, additional, or statutory compensation or claim for damages, indemnities, or penalties to which it may be entitled due of the expiration or termination of this Agreement, with or without cause. 16.11     You further acknowledge and agree that you have no expectation and have received no assurances, representations or warranties that your business relationship with FirstBank will continue beyond the stated terms of this Agreement or its earlier termination, or that any investment by you to become and have the right to perform the Agent Banking Services will be recovered or recouped, or that you shall obtain any anticipated amount of profits or have any business success by virtue of this Agreement or your sale and performance of the Agent Banking Services. 16.12     FirstBank reserves the right to advise the public of the termination of the Agent’s appointment and disconnect the Agent from its network. 16.13     Upon termination each party shall reconcile the accounts and pay monies owed to the other party. Notwithstanding anything else to the contrary in this Agreement, upon the expiration or termination of this Agreement, you shall promptly on written request from FirstBank return all FirstBank’s Confidential Information and Records in its possession or under its control to FirstBank in such formats as may be requested in writing by FirstBank. If requested in writing by FirstBank, you shall delete, destroy and permanently erase the Confidential Information and Records from its systems and/or locations and shall not keep any Confidential Information or Records in its possession thereafter. 17           FORCE MAJEURE 17.1        Neither Party shall be liable for failure to perform any obligation under this Agreement if the failure is caused by war, terrorist actions directly affecting a Party, insurrection, riot, fire, explosion, flood, strike, lock-out, Court injunction, acts or regulations of national or local governments, or act of God, or any other cause not attributable to and beyond the reasonable control of the Party and which such Party could not have reasonably foreseen, avoided or overcome. 17.2        The Party claiming relief pursuant to this Clause shall promptly notify the other Party in writing of the facts indicating the existence of force majeure conditions and the relief claimed. The Parties agree to use their best efforts to overcome such conditions. Such conditions shall not relieve any Party of its obligation to perform any part of this Agreement at such time and to such extent as may be possible subsequent to the occurrence thereof and within reasonable time thereafter. Should such conditions continue unabated, despite a Party’s best efforts to overcome them for three (3) weeks from the date of notice given pursuant hereto, then the Party receiving such notice shall have the option to terminate this Agreement without liability to the other Party for the consequences of such termination. 17.3        Upon termination on account of a force majeure event, the provisions of clause 17 in relation to the consequences of termination shall apply to the parties.
  1.      ASSIGNMENT
18.1        FirstBank reserves the right to assign, delegate, sub-contract or otherwise transfer any or all of its rights and obligations under this Agreement, upon written notice to you. 18.2        You shall not assign, delegate, sub-contract or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written consent of FirstBank. 19           RIGHT OF SET OFF FirstBank shall have the right at all times to offset any sums owed to it by the Agent under this Agreement against any amount standing to your accounts. 20           DATA PROTECTION: 20.1        You undertake to comply with the data protection laws, regulations and implementation framework (including but not limited to the Nigeria Data Protection Regulation 2019 and the Central Bank of Nigeria Data Protection Regulation) in force in the Federal Republic of Nigeria in the processing of Personal Data and other relevant data obtained in the course of the performance of the Agent Banking Services on behalf of FirstBank and/or performance of the Agent’s obligations under this Agreement. You shall not use any third-party processors to process any Personal Data or perform its obligations under this Agreement with FirstBank’s prior written consent. If approved by FirstBank, you shall ensure that the processor is under a similar confidentiality and data protection obligation as those contained in this Agreement. You shall be liable for its unlawful processing of such data and that of its third-party processors. In order to comply with the foregoing, you shall ensure that it put in place, adopts, and implements adequate physical and technical measures to guarantee the confidentiality, secure processing and storage of Personal Data obtained and processed by you in providing the Agent Banking Services pursuant to this Agreement. 20.2        You shall ensure that FirstBank data/information or any Personal Data of any individual and/or any data of an entity under your responsibility or disclosed to, received by or made accessible to you whether by FirstBank or a Customer is not use for any purpose other for providing the Agent Banking Services nor transmitted or stored in any geographical location outside Nigeria. 20.3        The medium/encryption tool for transmitting electronic information to protect private clients will be implemented according to FirstBank Information & Cyber Security Policy and expectations in other to protect FirstBank and Customers’ information from access to unauthorized users or persons. 21           DATA PROCESSING CONSENT FirstBank is committed to respecting your privacy and being transparent about the processing of your personal and financial information. In order to provide you with our products and services including FirstMonie, we require your consent to collect, record, use, share and store your personal and financial information. Our use of your information is governed by applicable laws and regulations including the Nigerian Data Protection Regulation (NDPR) (as may be amended, replaced or re-enacted from time to time), and we, FIRST BANK OF NIGERIA LIMITED are the Data Controller in respect of such information. FirstBank will process your information including personal data and sensitive personal data on the terms detailed below:
  1. We will use your information to provide our products and services, for assessment and analysis purposes (including credit and behavioral scoring and market/product analysis), to comply with AML/CFT regulations and any other relevant regulatory authority.
  2. By providing personal and financial information relating to others (e.g. dependents, employees, third parties or joint account holders) for the purpose of using our products and services, you confirm that you have their consent for us to use in accordance with the terms set out herein.
  3. We may share your information with other companies in the FBN Holdings Plc Group, service providers, debt collection agencies and our approved third-party partners to provide our products and services to you or as required by law and/or regulation. We will only share the minimum amount of information necessary to achieve such purposes.
  4. We may also collect information about you from 3rd parties as required to provide you with our products and services.
  5. If we transfer your information to a person, branch or organization located in another country, we will take steps to obtain their agreement to apply the same levels of protection as we are required to apply to your information.
  6. We will retain information about you after the closure of your account, if the banking business relationship has terminated, if you withdraw your consent, or if your application is declined for as long as permitted for legal, regulatory, fraud prevention and legitimate business purposes.
  7. You may request for access and/or update to your personal information, withdraw your consent to data processing or execute any of your privacy rights as found in our privacy policy. You can find our detailed Privacy Policy at https://www.firstbanknigeria.com/home/legal/privacy-policy/
  8. If you have concerns relating to the processing of your personal information, you may do so at any time by contacting the Data Protection Officer on:
Telephone:         0700FIRSTCONTACT, 07080625000 Email:                    firstcontact@firstbanknigeria.com We will respond to your concerns within 30 days of receiving your notice
  1. You will be considered to have given your consent to us for the processing of your Personal and Sensitive Personal Data when you agree to the stated terms on this Firstmonie Agent Platform Terms and Conditions
NOTICE 21.1        Any notice in connection with this Agreement shall be in writing in English and delivered by hand, registered post, email or by courier using an internationally recognized courier company. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or by courier or (ii) at the time of transmission if delivered by email provided that in either case, where delivery occurs outside working hours, notice shall be deemed to have been received at the start of working hours on the next following Business Day. For the purposes of this Clause “business hours” means between the hours of 8 a.m. and 5 p.m. Inclusive, Lagos time. 21.2        The addresses of the parties are: If to FirstBank: FIRSTBANK OF NIGERIA LIMITED 35 Marina Lagos Email address: FirstmonieAgent@firstbanknigeria.com Telephone number: 01-9054557 or 019054558
  1. WAIVER & AMENDMENTS
Waiver by a Party of a breach of a term of this Agreement, or of a default under it, does not constitute a waiver of another breach or default nor affect the other terms of this Agreement. This Agreement may be amended from time to time at FirstBank’s request and/or as may be required to comply any applicable law, including any CBN regulation. Requests for amendment shall be served on you by FirstBank and the parties shall thereafter promptly meet to consider the proposed changes. In the event you do not agree to any proposed amendment within 30 days of FirstBank’s request, FirstBank may terminate this Agreement forthwith upon writing notice to the Agent.
  1. INVALIDITY
22.1 If a provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected. 22.2 This Agreement adequately captures the intentions, rights and obligations of the Parties relating to the Services and hereby replaces and invalidates any previous Agreement entered into by the Parties. 23           DISPUTE RESOLUTION 23.1        The Parties agree that their first course of action in the event of a dispute should be to attempt to resolve the dispute amicably without the intervention of outside parties. Should they be unable to do so within ten (10) days after notice of such dispute, any dispute, controversy, or claim arising out of or in relation to or in connection with this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability, or breach of this Agreement, shall be exclusively and finally settled by arbitration under the Rules of the Arbitration and Conciliation Act, Cap A18 Laws of the Federation of Nigeria 2004 which Rules are deemed to be incorporated by reference into this clause. Any Party may submit such a dispute, controversy or claim to arbitration by notice to the other Parties. 23.2        Each Party to a dispute will appoint one arbitrator within 15 (fifteen) days of the submission of a notice of arbitration or, if the Parties so agree, the arbitration proceedings will be heard by one (1) arbitrator who shall be jointly appointed by both parties and the venue for the proceedings shall be Lagos, Nigeria. Where there is a disagreement on the appointment of the Arbitrator, then the Arbitrator shall be appointed by chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch. 23.3        Unless otherwise expressly agreed in writing by the Parties to the arbitration proceeding:
  1. The arbitration proceedings will be held in Lagos, Nigeria and the arbitral award shall be final and binding.
  2. The arbitration proceedings will be conducted in the English language and the arbitrator(s) must be fluent in the English language.
c              Each Party shall bear its own cost of arbitration.
  1. GOVERNING LAW
The provisions of this Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
  1. COUNTERPARTS.
This Agreement may be executed by you electronically by clicking the ACCEPT AND/OR SUBMIT button and same shall constitute a valid agreement between Parties. 26 . OBLIGATIONS OF POS COLLECTION AND USAGE 26.1. The bank reserves the right to set a minimum target after which the POS device will be called back if target remains unattained. 26.2. Where you refuse to return the POS device after all necessary measures have been taken, the sum of N100,000 (One hundred thousand Naira) will be automatically deducted from your account pending return of device. 26.3. FirstBank also reserves the right to take legal action against any agent who refuses to return/release the device to FirstBank after being ascertained inactive. 26.4. Upon receipt of POS terminals in good condition from FirstBank, willful damage of the POS terminal will automatically attract a debit of N100,000 (One hundred thousand Naira) from your Account. 26.5.  Your account will automatically be deducted with N100,000 (One Hundred Thousand Naira) if unauthorized repairs of the POS terminal are carried out upon POS damage. 26.6. This agreement will come to an end if either Party gives written notice to the other to that effect, or you have returned all POS devices in its custody and made all payments due under this agreement.                                                  APPENDIX I AGENT BANKING SERVICES The Agent Banking Services to be rendered by you shall include the following:
  1. Collection of documents for Opening of Accounts by FirstBank
  2. obtaining duly completed account opening forms containing Customer’s personal information such as name, address, email, telephone number, date of birth, mother’s maiden name, gender
  3. obtaining KYC documentation from each Customer as may be required by FirstBank and the CBN, from time to time.
  4. collection of documentation sufficient to prove such customer’s identity including utility bills, international passport, driving licence etc. and such other information as may be required by FirstBank, from time to time.
  5. Sending all documents and information collected under 1 (a)-(c) above to its Designated Branch.
  6. Transaction Services and Channels
2.1          You shall render the following transaction services to Customers, as defined in this Agreement, and FirstBank reserves the right to add to or subtract from the list of services authorized
  • Cash Deposits
  • Cash Withdrawals
  • Airtime Top-up
  • Bills Payments
  • Funds Transfer Services
  • Balance Enquiry
  • Account Opening
  • BVN Capture
  • Any other transactions/service approved by FirstBank in writing.
2.2          You shall render the approved transaction services to Customers using only the following approved transaction channels:
  • POS terminal supplied by FirstBank for Agent Banking services only (i.e. connected to the Agent Banking platform).
  • The FirstBank USSD string connected to the Agent Banking platform, accessible via the Agent’s device.
The downloaded mobile application connected to the Agent Banking platform, accessible through the Agent’s device APPENDIX 2 KEY CHARACTERISTICS  
Particulars Agent Category
Registered Business Non-Registered Business
Transaction Limit 1,000,000 500,000
 

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See also