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Corporate Plan

VerifyNIN

Verify National Identity Number Online

Access Terms

VerifyNIN Services - Access Terms

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Agreement	the agreement formed between the Parties in accordance with clause 2.1, comprising these Access Terms, and any documents referred to in these Access Terms;
Applicable Data Protection Laws	means: to the extent Nigeria GDPR applies, the law of The Federal Republic of Nigeria or of a part of The Federal Republic of Nigeria which relates to the protection of personal data; to the extent the Africa GDPR applies, the law of the African Union or any member state of the African Union to which VerifyNIN is subject, which relates to the protection of personal data;
Applicable Law	in respect of the exercise of any right or the performance of any obligation, all statutory and other laws, rules, regulations, instruments, orders and/or provisions in force from time to time that are applicable to such right or obligation;
Authorised Users	means: those employees or representatives of the Customer who are permitted by the Customer to access the Solution in order to request Checks in respect of End Clients on behalf of the Customer; and those End Clients who are individuals, or those employees or representatives of End Clients which are corporate or business entities, who are permitted by the Customer to access the Solution in order to submit information required in connection with a Check relating to the relevant End Client;
Charges	all and any fees and charges payable by the Customer to VerifyNIN under or in connection with this Agreement (including but not limited to the Membership Fee);
Check	any single instance of use of the Solution by the Customer for the purpose of carrying out identity and document verification checks, business and company register checks, and/or background checks (as more fully specified by VerifyNIN to the Customer in writing from time to time), in respect of an End Client who is an individual, or in respect of an employee or representative of an End Client which is a corporate or business entity, or in respect of a corporate End Client itself;
Commencement Date	means the date when VerifyNIN notifies the Customer that VerifyNIN has accepted the Customer’s application to access the Solution and the Customer has received a receipt for payment of the Membership Fee by the Customer in accordance with the terms of this Agreement;
Confidential Information	any and all information of whatever nature disclosed directly or indirectly (whether before or after the date of this Agreement and whether given in writing, verbally or by any other means) by a Party to the other Party, including any information relating to its business affairs, customers, clients, suppliers, operations, plans or intentions, products and services including databases, software, internet and website products and services, technical information and data, financial information, business strategies, marketing and promotional information, analyses, documents, data, formulae, processes, designs, know-how, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary;
Customer Data	any data entered into the Solution by an Authorised User, and any Output Data generated or obtained by an Authorised User through the Solution;
Customer Personal Data	any Customer Data which constitutes personal data, and which VerifyNIN processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer;
Documentation	the electronic operating and user instructions relating to the Solution, as made available by VerifyNIN from time to time;
End Client	a client or potential client of the Customer;
Africa GDPR	the General Data Protection Regulation ((Africa) 2018/187);
Event of Force Majeure	any cause preventing from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of including, strikes, lockouts or other industrial disputes (whether involving the workforce of or otherwise) act of God, epidemic or pandemic, war, riot, civil commotion, civil emergency, radioactive, nuclear or chemical acts, malicious damage, cyber-attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;
Incident	a failure of Solution to operate substantially in accordance with the Documentation;
Intellectual Property Infringement	has the meaning set out in clause 8.2;
Intellectual Property Rights	any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, website rights, rights in software, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair competition rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
Liability Event	has the meaning set out in clause 10.1;
Membership Fee	the charge made by VerifyNIN to the Customer to permit access to the Solution;
Open Source Software	open source or free software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org);
Output Data	any data generated through the use of the Solution by an Authorised User;
Party	a party to this Agreement;
Permitted Purpose	use of the Solution for the purpose of enabling the Customer to carry out Checks in respect of End Clients who are individuals, or in respect of employees or representatives of End Clients which are corporate entities, or in respect of corporate End Clients themselves;
Services	the supply of the Solution, together with the Support, to the Customer by VerifyNIN;
Solution	the right to access the VerifyNIN online software application powered by Shufti Pro and made available by VerifyNIN at https://verifynin.ng/ which enables the Customer to undertake and access the results of Checks undertaken in respect of End Clients who are individuals, or in respect of employees or representatives of End Clients which are corporate entities, or in respect of corporate End Clients themselves, and the Documentation, in accordance with the Access Terms;
Support	VerifyNIN’s standard support services identified in Schedule 1;
Term	the period from the Commencement Date up to the date with effect on which this Agreement is terminated in accordance with its terms;
Third Party Software	any software owned by a third party and used by VerifyNIN or its third party provider in connection with the provision of the Solution;
NG GDPR	has the meaning given to it in the Data Protection Act 2018;
VAT	value added tax chargeable under the Value Added Tax Act 1994;
VerifyNIN	means VerifyNIN Services (CAC registered Business Number BN3220641) whose registered office is at 3 new world city , Ugbuwangue ,Warri ,Delta State.;
Virus	any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including bots, worms, trojan horses, viruses and other similar things or devices;
Working Day	any day other than a Saturday, Sunday or public holiday in Nigeria when the clearing banks in the City of Lagos are open for business;
Working Hours	the period from 09:00 to 17:00 on any Working Day (NG time).

1.2 In this Agreement, a reference to:

1.2.1 a person includes a natural person, company, LLP, corporate, partnership, trusts, unincorporated bodies and that persons personal representatives, successors and permitted assigns;

1.2.2 the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;

1.2.3 a Clause or Schedule is to a clause or schedule of these Access Terms respectively and the Schedules form part of and are incorporated into this Agreement;

1.2.4 a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statue or statutory provision;

1.2.5 writing or written includes email but not fax;

1.2.6 an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Nigeria, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and

1.2.7 any times of day shall refer to the relevant time in Nigeria.

1.3 The headings in this Agreement are included for convenience only and shall not affect its interpretation or construction.

1.4 Any words following the terms include, including, in particular, for example or anything similar are illustrative only and none of them shall limit the sense of the words, description, definition, phrase or term preceding those terms and each of them shall be deemed to incorporate the expression without limitation.

1.5 For the purpose of this Agreement the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in Nigeria GDPR.

1.6 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

1.7 If there is any conflict or ambiguity between the terms of the documents listed below, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list:

1.7.1 the Schedules;

1.7.2 these Access Terms; and

1.7.3 any document incorporated into the Agreement by reference.

2. Agreement and Term

2.1 This Agreement is made on the Commencement Date and shall continue in effect, until VerifyNIN gives 30 days’ notice of withdrawal of access to the Solution to the Customer, or either Party otherwise terminates the Agreement in accordance with clause 11.

2.2 The terms of this Agreement apply to the arrangements which are the subject matter of this Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of the Services

3.1 Subject to the Customer paying the Charges due from time to time and fulfilling its obligations under the Agreement, and subject to the other terms and conditions of this Agreement, VerifyNIN shall:

3.1.1 configure the Solution for the Customer, create the Customer’s organisation level account and provide access details for the Customer’s Authorised Users;

3.1.2 grant to the Customer a non-exclusive, non-transferable licence, without the right to grant sub-licences or otherwise resell the Solution, to permit Authorised Users to access and use the Solution from the Commencement Date for the Permitted Purpose only;

3.1.3 use reasonable endeavours, with effect from the Commencement Date and thereafter during the Term, to make the Solution available 24 hours a day, seven days a week, except for scheduled maintenance, or unscheduled maintenance in respect of which VerifyNIN has used reasonable endeavours to give the Customer at least 8 Working Hours’ notice in advance;

3.1.4 provide the Support with effect from the Commencement Date.

3.2 VerifyNIN shall provide the Services:

3.2.1 in accordance with this Agreement in all material respects; and

3.2.2 in accordance with the requirements of any Applicable Law.

3.3 VerifyNIN may make changes to the Solution, the Documentation and the Services:

3.3.1 where VerifyNIN deems such changes necessary to comply with any Applicable Law; and/or

3.3.2 where such changes will not materially affect the nature or quality of the Solution or the Services.

3.4 The Customer acknowledges that the Solution is enabled through the use of Third Party Software, including Open Source Software, and that the use of the Solution may be subject to additional terms associated with the use of such Open Source Software and Third Party Software, which the Customer agrees to comply with under the terms of this Agreement. For the avoidance of doubt, the Customer acknowledges that it has no right to access any software code (including object code, intermediate code and/or source code), either during or after the Term.

3.5 The Customer shall indemnify and hold VerifyNIN harmless against any loss or damage which VerifyNIN may suffer or incur as a result of the Customer’s breach of any additional terms relating to Open Source Software and Third Party Software of the type referred to in clause 3.4.

3.6 VerifyNIN shall be entitled to monitor and audit the use of the Solution by the Customer and each Authorised User in order to monitor compliance with the terms of this Agreement and to calculate the Charges that the Customer has incurred.

4. Customer Obligations

4.1 The Customer:

4.1.1 shall ensure that its network and systems comply with the relevant specifications provided by VerifyNIN from time to time, and, to the extent permitted by law and except as otherwise expressly provided in this Agreement;

4.1.2 shall implement and operate appropriate up-to date IT security, including anti-virus/ anti-malware software and vulnerability management, within its network and systems;

4.1.3 shall be solely responsible for procuring, maintaining and securing the network connections and telecommunications links from its systems to the Solution in its hosted environment; and

4.1.4 acknowledges that VerifyNIN has no liability for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

4.2 The Customer shall:

4.2.1 procure that its employees, agents and representatives, and all Authorised Users, co-operate with VerifyNIN on all matters relating to this Agreement, the configuration of the Solution and the supply of the Services;

4.2.2 provide to VerifyNIN and such of its employees, agents, contractors and subcontractors as VerifyNIN deems necessary, in a timely manner and at no charge, access to such software, IT systems and other facilities as may reasonably be required by VerifyNIN in connection with this Agreement and in particular in order for VerifyNIN to provide Services;

4.2.3 prevent any unauthorised access to, or use of, the Solution and notify VerifyNIN promptly of any such unauthorised access or use;

4.2.4 maintain, and procure that its Authorised Users maintain, the confidentiality of all passwords and any login credentials issued by the Customer to access the Solution;

4.2.5 maintain full and accurate copies of all Customer Data, ensuring that any Customer Data stored through the Solution from time to time is backed up securely to an independent storage location;

4.2.6 use the Solution only for its intended purpose of completing Checks in respect of its End Clients and in accordance with any acceptable use policy which VerifyNIN may make part of the Agreement from time to time – VerifyNIN shall be entitled to determine whether any usage constitutes fair use of the Solution;

4.2.7 comply with all Applicable Law which applies to the Customer in connection with this Agreement;

4.2.8 obtain and maintain all necessary licences, consents and permissions necessary to enable VerifyNIN to provide, and the Customer to enjoy the benefit of, the Services; and

4.2.9 comply with its other responsibilities and obligations set out in this Agreement in a timely and efficient manner.

4.3 In relation to the Authorised Users, the Customer undertakes that it shall:

4.3.1 allow only Authorised Users to access and use the Solution and the Support; and
4.3.2 ensure and procure that any Authorised Users accessing and using the Solution or the Support comply at all times with the terms and conditions of this Agreement, and shall be responsible for any Authorised User’s breach of this Agreement.

4.4 The Customer shall not, and shall procure that Authorised Users shall not, store through the Solution, nor access, store, distribute, transmit, upload or allow to be uploaded to or through the Solution any material that:

4.4.1 is, or is connected to an activity or a purpose that is, unlawful, fraudulent, harmful, threatening, defamatory, obscene, infringing, abusive, harassing or racially or ethnically offensive; and/or

4.4.2 facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory; and/or

4.4.3 is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability; and/or

4.4.4 is in a manner that is otherwise illegal or causes damage or injury to any person or property; and/or

4.4.5 contains any Viruses or Malware.

4.5 The Customer shall not, and shall procure that Authorised Users shall not:

4.5.1 attempt to copy, duplicate, modify, create derivative works from, frame, mirror republish, download, display, transmit or distribute all or any portion of the Solution in any form or media or by any means; or

4.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer, reverse assemble or otherwise reduce to human-perceivable form all or any part of the Solution including the source code;

4.5.3 access or use the Solution for any purpose other than the Permitted Purpose;

4.5.4 reproduce or republish any proprietary content or material from the Solution;

4.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit (including using or assisting a third party to use the Services to create competing products or services) or otherwise make the Solution available to any third party except Authorised Users;

4.5.6 develop, generate, transmit or store information which might infringe any third party’s Intellectual Property Rights;

4.5.7 obstruct or otherwise interfere with a third party’s normal and authorised use of the Services or access to the Solution;

4.5.8 attempt to obtain, or assist third parties in obtaining, access to the Solution; or

4.5.9 require VerifyNIN to process any data in any manner where the Customer does not have the necessary rights, licences or consents to permit VerifyNIN to process such data in such manner;

4.5.10 allow, enable or assist any third party to do or attempt to do any of the actions or omissions set out in this clause 4.5;
and VerifyNIN reserves the right, without liability to the Customer or prejudice to VerifyNIN’s other rights, to disable the Customer’s access to the Solution if the provisions of this clause 4.5 are breached.

4.6 Upon the request of VerifyNIN, the Customer shall suspend entry or processing of data and shall, if it is reasonably necessary to maintain the integrity of the Customer Data, enter or re-enter data and use backed-up versions of data.

5. Charges and Payment

5.1 The Customer shall pay the Charges immediately on the Customer’s submission of an order for access to the Solution (in the case of the Membership Fee) and immediately on submission of an order for a Check or Checks.

5.2 VerifyNIN shall issue a receipt for payment received from a Customer in respect of the Charges.

5.3 All sums payable to VerifyNIN under this Agreement:

5.3.1 are exclusive of VAT or any similar tax that VerifyNIN is required to apply to the Charges which shall be payable at the rate and in the manner for the time being prescribed by Applicable Law;

5.3.2 shall be paid in full without any set off, counterclaim, deduction or withholding and unless stated otherwise in the Order Form or this Agreement, shall be paid within 30 days of VerifyNIN’s invoice for the same; and

5.3.3 shall be non-refundable and non-cancellable.

5.4 If any sums payable under this Agreement are not paid by their due date then, without prejudice to the other rights and remedies of, VerifyNIN reserves the right to charge interest on such sum on a daily basis (both before and after judgement) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 4% per annum above the base rate from time to time of the Bank of Nigeria or 8% per annum, whichever is the higher, compounded quarterly. Such interest shall be paid on demand of VerifyNIN.

5.5 All amounts due under this Agreement shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law) and the Customer shall not be entitled to assert any credit, set off or counterclaim against VerifyNIN in order to justify withholding payment of any such amount in whole or in part.

5.6 VerifyNIN shall be entitled to set-off any sums due to it under this Agreement against any sum due to the Customer under this Agreement.

6. Data Protection

6.1 If and to the extent that the provision of the Solution or Support requires VerifyNIN to process any personal data on behalf of the Customer, the provisions set out in this clause 6 shall govern such processing.

6.2 The Customer shall own all right, title and interest in and to all of the Customer Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Personal Data.

6.3 Both Parties shall during the term of this Agreement, comply with their respective obligations under the Applicable Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Applicable Data Protection Laws.

6.4 The Parties acknowledge that:

6.4.1 if VerifyNIN processes any Customer Personal Data on the Customer’s behalf when performing its obligations under this Agreement, the Customer is the controller and VerifyNIN is the processor for the purposes of the Applicable Data Protection Laws; and

6.4.2 Schedule 2 sets out the scope, nature and purpose of processing by VerifyNIN, the duration of the processing and the types of personal data and categories of data subject.

6.5 Without prejudice to the generality of clause 6.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to VerifyNIN and its third party providers for the duration and purposes of this Agreement so that VerifyNIN and its third party providers may lawfully use, process and transfer the Customer Personal Data in accordance with this Agreement on the Customer’s behalf.

6.6 VerifyNIN shall, in relation to any Customer Personal Data processed by VerifyNIN in connection with the performance of its obligations under this Agreement:

6.6.1 process that Customer Personal Data only on the documented written instructions of the Customer unless VerifyNIN is required by Applicable Law to otherwise process that Customer Personal Data (the Processing Purpose);.

6.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services);

6.6.3 ensure that those employees of VerifyNIN who have access to, and process Customer Personal Data are obliged to keep it confidential;

6.6.4 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

6.6.5 notify the Customer without undue delay on becoming aware of a personal data breach;

6.6.6 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination or expiry of this Agreement unless required by Applicable Law to store the Customer Personal Data; and

6.6.7 maintain records and information to demonstrate its compliance with this Clause 6 and make these available for inspection on request by the Customer.

6.7 The Customer hereby provides its prior general authorisation for VerifyNIN to:

6.7.1 appoint third parties as third-party processors of the Customer Personal Data. VerifyNIN confirms that it has or will have entered into an agreement with the third parties on the terms, which incorporate substantially the same terms to those set out in this Clause 6. As between VerifyNIN and the Customer, VerifyNIN shall remain fully liable for all acts or omissions of any third-party processor appointed by it;

6.7.2 transfer Customer Personal Data outside of Nigeria as required for the Processing Purpose, provided that VerifyNIN shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of VerifyNIN, including any request to enter into standard data protection clauses adopted by the AFrica Commission from time to time (where the Africa GDPR applies to the transfer) or adopted by the Commissioner from time to time (where Nigeria GDPR applies to the transfer).

6.8 Either Party may, at any time on not less than 30 days’ notice, revise this Clause 6 by replacing it with any applicable controller to processor standard agreement or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

7. Warranties

7.1 The Customer acknowledges and accepts that:

7.1.1 VerifyNIN does not warrant or guarantee that the Solution will meet the Customer’s data processing requirements and the Customer agrees that the existence of Incidents shall not automatically constitute a breach of warranty or this Agreement;

7.1.2 VerifyNIN does not warrant or guarantee the accuracy or completeness of Output Data as the Output Data is dependent on the Authorised User’s use of the Solution and the data stored in the Solution;

7.1.3 computers need routine maintenance and sometimes break down and accordingly the Solution may not operate continuously and in an error-free manner. As a result, VerifyNIN does not guarantee to anyone that the Customer, or Authorised Users will be able to access the Solution or any part thereof at any particular time and the Customer agrees that VerifyNIN shall have no liability to the Customer if any such persons are temporarily not able to access the Solution at such time;

7.1.4 computer software including the Solution, is not error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences;

7.1.5 the Solution was not designed and produced to the Customer’s individual requirements and that the Customer was responsible for its selection;

7.1.6 VerifyNIN cannot and does not warrant 100% accuracy in results or a sharp 30 second verification time; these figures may vary slightly due to factors such as heavy website traffic or the clarify of the verification document submitted;

7.1.7 the Solution is provided to the Customer on an “as is” and “as available” basis;

7.1.8 VerifyNIN cannot and does not warrant that the Customer’s use of the Solution will ensure its compliance with any Applicable Law from time to time, and the Customer is responsible for such compliance.

7.2 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Solution, the Documentation, Support and Output Data are hereby excluded to the fullest extent permitted by Applicable Law.

7.3 Except as expressly provided under this Agreement, VerifyNIN makes no warranty, guarantee or representation regarding the use, the results of the use, or the benefits of the services, or any information contained therein or otherwise provided pursuant to this Agreement.

7.4 In the event of any breach of the representations and warranties contained in this Agreement (save in respect of any fraudulent misrepresentation) the exclusive remedy of the Customer shall be for VerifyNIN to use its reasonable endeavours to promptly correct such breach.

8. Intellectual Property Rights

8.1 The Customer agrees and acknowledges that VerifyNIN and/or its licensors own all Intellectual Property Rights in the Solution (including the Documentation). Except as expressly set out in this Agreement, this Agreement does not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Solution or Documentation.

8.2 The Customer shall indemnify VerifyNIN against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by VerifyNIN arising out of or in connection with any claim by a third party alleging that use of all or any part of the Customer Data infringes any Intellectual Property Rights of such third party.

8.3 The Customer hereby grants to VerifyNIN a royalty free, non-exclusive, non-transferable licence during the Term to use any Intellectual Property Rights in the Customer Data, and the trade marks or trade names used by the Customer in connection with the Customer’s business, solely to the extent necessary for providing the Solution and the Support in accordance with this Agreement.

9. Indemnity

The Customer will indemnify and hold harmless VerifyNIN against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement claims) suffered or incurred by VerifyNIN which arise directly as a result of any breach by the Customer of this Agreement.

10. Limitation of Liability

10.1 The following provisions set out the entire liability of VerifyNIN (including any liability for the acts and omissions of its employees, agents, representatives and sub-contractors) in respect of:

10.1.1 any breach of its contractual obligations arising under or in connection with this Agreement;

10.1.2 any use made by the Customer of the Solution, Support and the Documentation or any part of them;

10.1.3 any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with this Agreement;

10.1.4 any other provision of this Agreement;

(a Liability Event).

10.2 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall limit or exclude the liability of VerifyNIN:

10.2.1 for death or personal injury resulting from its own negligence or that of its representatives;

10.2.2 for fraud or fraudulent misrepresentation; or

10.2.3 to the extent that such liability or exclusion is not permitted by law.

10.3 The Customer is responsible for all Output Data and results obtained and conclusions drawn from the Output Data and use of the Solution, Documentation or Support by the Customer and Authorised Users.

10.4 Subject to Clause 10.2, the total liability of VerifyNIN in respect of all Liability Events arising in relation to the Solution, Support or otherwise under this Agreement shall not exceed the lesser of:

10.4.1 #1,000; or

10.5 Subject to clause 10.2, VerifyNIN shall not be liable to the Customer in respect of any Liability Events for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

10.5.1 loss of profits;

10.5.2 loss of turnover;

10.5.3 loss of anticipated savings;

10.5.4 loss of business and/or business opportunity;

10.5.5 loss of goodwill;

10.5.6 loss or corruption of data;

10.5.7 damage to reputation; or

10.5.8 any special, indirect or consequential loss.

10.6 VerifyNIN shall not be liable for any damage or losses to the extent they arise result of or in connection with:

10.6.1 any failure of the Customer to observe and perform its obligations under this Agreement or a breach by the Customer or an Authorised User of this Agreement;

10.6.2 any unauthorised or incorrect access or use of the Solution or the Support or use other than in accordance with the terms of this Agreement or VerifyNIN’s instructions;

10.6.3 problems caused by the IT environment through which the Customer accesses the Solution;

10.6.4 any modification or alteration of the Solution by any party other than VerifyNIN;

10.6.5 errors or omissions to the extent they are based on and/or relate to the information or instructions provided by the Customer or its employees, agents or representatives to VerifyNIN; or

10.6.6 any actions taken by VerifyNIN at the Customer’s discretion; or

10.6.7 the Customer’s use of the Solution after the Customer became or should have become aware of an Incident but before VerifyNIN has confirmed that a resolution has been implemented.

10.7 If at any time the Customer’s operational requirements of the Solution exceeds the operational capabilities of the same, including storage capacity to be provided as part of the Solution, then the Customer acknowledges that it may have an adverse impact on the capability, functionality and/or performance of the Solution and as a result VerifyNIN shall not be liable to the Customer for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of the Solution.

10.8 If a number of Liability Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under this Agreement.

10.9 VerifyNIN shall have no liability to the Customer in respect of any Liability Event unless the Customer shall have served notice of the same upon VerifyNIN within 3 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.

10.10 All references to “VerifyNIN” in this clause 10 shall, for the purposes of this clause 10 and clause 16.6 only, be treated as including all employees, subcontractors and suppliers of VerifyNIN, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 16.6

11. Term and Termination

11.1 If the Customer fails to pay any Charges within 5 days of their due date for payment or if VerifyNIN is otherwise entitled to terminate this Agreement in accordance with clauses 11.2 or 11.3, VerifyNIN shall have, without prejudice to any of its other rights and remedies, the option, at its sole discretion, by giving written notice to the Customer, to immediately:

11.1.1 restrict or suspend the Customer’s access to the Solution and Support forthwith until such Charges, together with accrued interest payable thereon, have been received in clear funds by VerifyNIN; or

11.1.2 terminate this Agreement forthwith.

11.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement:

11.2.1 with immediate effect (or following such notice period as that Party sees fit) by giving written notice to the other Party if
(a) the other Party commits any material breach of any term of this Agreement which is not capable of remedy; or
(b) the other Party commits a material breach of any term of this Agreement which is capable of remedy, and fails to remedy the same within 30 days of a written notice giving particulars of the breach and requiring it to be remedied; or

11.2.2 in accordance with clause 15.3;

11.2.3 in the case of VerifyNIN, in accordance with clauses 2.1 or 8.6.

11.3 Without affecting any other right or remedy available to VerifyNIN, VerifyNIN may terminate this Agreement with immediate effect (or following such notice period as VerifyNIN determines) by giving written notice to the Customer if:

11.3.1 VerifyNIN’s right to access and/or resell any Third Party Software required by VerifyNIN for provision of the Services is suspended, terminated or otherwise withdrawn by the relevant third party;

11.3.2 the Customer makes a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the Customer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);

11.3.3 the Customer ceases to carry on its business or substantially the whole of its business or threatens to do any of the same; or

11.3.4 if any event analogous to those set out in clause 11.3.2 shall occur in any jurisdiction in which the Customer is incorporated or resident or carries on business.

12. Consequences of Termination

12.1 Other than as set out in this clause 12, neither Party shall have any further obligation to the other under this Agreement after its termination.

12.2 On termination or expiry of this Agreement:

12.2.1 the Customer shall immediately pay to VerifyNIN all of VerifyNIN’s outstanding unpaid invoices and interest and, in respect of any period in which the Solution and Support have been supplied but for which no invoice has been submitted, VerifyNIN may submit an invoice, which shall be payable immediately on receipt;

12.2.2 all licences and rights granted under this Agreement shall immediately terminate;

12.2.3 each Party shall as soon as reasonably practicable, return or destroy as directed in writing by the other Party any documents in its possession or control which contain or record any Confidential Information of the Party; and

12.2.4 VerifyNIN may take such steps as it deems necessary to ensure that neither the Customer nor any Authorised User or other employee or representative of the Customer of an End Client can access or use Solution.

12.3 The Customer acknowledges that VerifyNIN shall have the right to delete any Customer Data in its possession or control within 30 days of the date of termination or expiry of this Agreement.

12.4 The termination of this Agreement howsoever arising shall be without prejudice to any other rights or remedies a Party may be entitled to under this Agreement or at law and shall not affect the accrued rights, obligations or liabilities of either Party nor the coming into or continuance in force of any provision of this Agreement, which is expressly or by implication, intended to come into or continue in force on or after such termination.

13. Confidentiality

13.1 Each Party may be given access to Confidential Information by the other Party in order to perform its obligations under this Agreement. A Party’s Confidential Information shall not be deemed to include information that:

13.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;

13.1.2 was in the other Party’s lawful possession before the disclosure;

13.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

13.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or

13.1.5 is required to be disclosed by any Applicable Law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 Each Party shall hold the other’s Confidential Information in confidence and, unless required by Applicable Law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the for the purposes envisaged by this Agreement.

13.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

13.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5 The Customer acknowledges that details of the Solution constitute VerifyNIN’s Confidential Information.

13.6 VerifyNIN acknowledges that the Customer Data is the Confidential Information of the Customer.

14. Assignment

14.1 VerifyNIN may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.

14.2 VerifyNIN may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

14.3 This Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of VerifyNIN (such consent not to be unreasonably withheld or delayed).

14.4 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

15. Event of Force Majeure

15.1 VerifyNIN shall not be deemed to be in breach of this Agreement or otherwise liable the Customer in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to an Event of Force Majeure.

15.2 If VerifyNIN’s performance of its obligations under this Agreement is affected by an Event of Force Majeure:

15.2.1 it shall give written notice to the Customer, specifying the nature and extent of the Event of Force Majeure, within 5 Working Days of becoming aware of the Event of Force Majeure and will at all times use all reasonable endeavours to mitigate the severity of the Event of Force Majeure;

15.2.2 subject to the provisions of clause 15.3, the date for performance of such obligation shall be deemed suspended only for a period equal to the delay caused by such event;

15.2.3 it shall not be entitled to payment from the Customer in respect of extra costs and expenses incurred by virtue of the Event of Force Majeure.

15.3 If the Event of Force Majeure continues for more than 3 months, either Party may give notice in writing to the other to terminate this Agreement. The notice to terminate must specify the termination date, which must not be less than 15 Working Days after the date on which the notice is given, and once such notice has been validly given, this Agreement will terminate on that termination date.

16. General

16.1 Notices.

16.1.1 Any notice to be given by a Party under or in connection with this Agreement shall be in writing in English language and delivered by hand or sent by NG first class post or other next Working Day delivery service to the other Party at the address given in this Agreement or as otherwise notified to the other Party in writing from time to time or by email to such email address as the Parties choose and notify to the other Party from time to time.

16.1.2 Any such notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the address or given to the addressee; or
(b) in the case of pre-paid first class NG post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service; or
(c) in the case of pre-paid airmail, 9.00 am on the fifth Working Day after posting or at the time recorded by the delivery service;
(d) if sent by email on a Working Day at the time of transmission provided that a non-delivery communication is not received by the sender.

16.1.3 A notice shall have effect from the earlier of its actual or deemed receipt by the addressee. For the purposes of calculating deemed receipt:

(a) all references to time are to local time in the place of deemed receipt; and
(b) if deemed receipt would occur on any day other than a Working Day, deemed receipt is 9.00 am on the next Working Day.

16.1.4 This clause 16.1 does not apply to the service of any proceedings or other documents in any legal action.

16.2 Entire Agreement.

16.2.1 This Agreement contains the entire understanding between the Parties in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.

16.2.2 The Customer acknowledges that in entering into this Agreement it has not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into this Agreement. The Customer agrees and acknowledges that its only remedy in respect of those representations, statements, assurances or warranties set out in this Agreement will be for breach of contract, in accordance with the terms of this Agreement, provided always that nothing in this clause 16.2 shall exclude or limit the liability of for any fraudulent misrepresentation or warranty fraudulently given and upon which the Customer can prove it has placed reliance.

16.3 Further Assurance. The Customer will at all times after the date of this Agreement do and execute or procure to be done and executed all other necessary acts, deeds, documents and things within their power to give effect to this Agreement.

16.4 Variations. No variation of this Agreement shall be effective unless it is in writing and is signed by an authorised representative of each Party.

16.5 Costs and expenses. Each Party shall pay the legal and other costs and expenses incurred by it in connection with the preparation, negotiation and completion of this Agreement and all ancillary documents.

16.6 Third party rights. Save as expressly provided in this Agreement, a person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

16.7 Waiver. A failure, delay or neglect by either Party to exercise any right or remedy or enforce any of the provisions of this Agreement shall not be construed or deemed to be a waiver or continuing waiver of that Party’s rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.8 No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of the other Party, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.

16.9 Severance.

16.9.1 If any of the provisions of this Agreement shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the Parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.

16.9.2 If the invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, that Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and to that greatest extent possible achieves the Parties original commercial intention.

17. Governing Law and Jurisdiction

17.1 This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

17.2 The Parties irrevocably agree that the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 - Support

1. Additional Definitions

1.1 The following additional definitions shall apply in this Agreement in respect of Support:

Service Exclusion	has the meaning given in paragraph 5.1 below;
Update	a hotfix, patch, or minor version update to any of the software used in the Solution;
Upgrade	a major version upgrade of any of the software used in the Solution;
Uptime	the percentage of time during a given period when the Solution is available at the gateway between public internet and VerifyNIN and/or its third party providers’ networks.

2. Availability

2.1 VerifyNIN shall use reasonable endeavours to ensure that the Uptime for the Solution is at least 99% for each calendar month.

2.2 VerifyNIN shall make available on request each calendar month’s Uptime to the Customer within 10 Working Days of the Customer’s request.

2.3 When calculating the Uptime in a given calendar month, downtime which arises from or in connection to the following causes, directly or indirectly, shall be discounted:

2.3.1 an Event of Force Majeure;

2.3.2 a fault or failure of the environment in which the Solution is hosted;

2.3.3 a fault or failure of the Customer’s computer systems or networks;

2.3.4 any breach of the Agreement by the Customer; or

2.3.5 scheduled maintenance carried out in accordance with this Agreement.

3. Support

3.1 VerifyNIN shall use reasonable endeavours to:

3.1.1 provide a help desk service for the provision of support (the Help Desk) that can be contacted by emailing VerifyNIN, via the web-based chat function on the Solution or by such means of contact as VerifyNIN shall make available to its Customer from time to time;

3.1.2 to the extent possible, to carry out planned maintenance to the Solution outside of Working Hours;

3.1.3 to the extent practicable, to provide at least 10 Working Days’ written notice of planned maintenance that is likely to affect the availability of the Solution and/or have a material negative impact on the Solution;

3.1.4 carry out unscheduled emergency maintenance at such times as VerifyNIN determines, and VerifyNIN will use its reasonable endeavours to provide the Customer with prior notice of such unscheduled maintenance if reasonably possible; and

3.1.5 provide technical support for Incidents in accordance with paragraphs 6 and 7.

3.2 The Customer shall provide VerifyNIN, together with its employees, agents or representatives with remote access to the IT system through which the Customer accesses the Solution, as is reasonably required by VerifyNIN in order for VerifyNIN to provide Support.

4. Updates and Upgrades

4.1 VerifyNIN shall use its reasonable endeavours to make the latest version of the Solution available to the Customer as VerifyNIN generally makes such versions available to its customers.

4.2 VerifyNIN shall provide written notice to the Customer of an Update being applied to the Solution for security purposes which shall be applied to the Solution promptly following the identification of a relevant security risk and the completion of the testing of the relevant Update.

4.3 VerifyNIN shall provide at least 10 Working Days’ prior written notice to the Customer of:

4.3.1 an Update being applied to the Solution for non-security purposes; or

4.3.2 an Upgrade being applied to the Solution.

5. Service Exclusions

5.1 Support does not include VerifyNIN dealing with:

5.1.1 maintenance of any equipment not belonging to VerifyNIN;

5.1.2 Incidents that arise out of or in connection with:

(a) any failure of the IT system used by the Customer to access the Solution;

(b) any misuse, incorrect use of (i.e. use for a purpose for which it was not designed, or which is contrary to the Documentation) or damage to the Solution;

(d) the Customer’s failure to implement:

(i) recommendations and/or requirements in respect of solutions to Incidents previously advised VerifyNIN;
(ii) VerifyNIN’s recommendations with regards to the use of the Solution;

(e) an incompatibility between the Solution and any other system, network, application, program, hardware or software not specified as compatible by VerifyNIN in the Documentation; or

5.1.3 any breach by the Customer of any of its obligations under this Agreement;
(each a Service Exclusion).

5.2 VerifyNIN shall be under no obligation to provide Support outside of Working Hours, or where required in respect of any issue arising from a Service Exclusion, or where VerifyNIN reasonably considers the level of support required to address the relevant Incident is disproportionate taking into account the nature of the Service and the Incident.

6. Incident Notification, Responses and Customer’s Obligations

6.1 If an Incident occurs, the Customer shall immediately notify VerifyNIN via the Help Desk.

6.2 When notifying VerifyNIN of an Incident and during the provision of Support by VerifyNIN, the Customer shall provide VerifyNIN with all information and documents required by VerifyNIN to enable VerifyNIN to determine whether an Incident has occurred, if the Incident is one which falls into a Service Exclusion and what priority level should be given to the Incident. Information to be provided includes:

6.2.1 description of the Incident;

6.2.2 detailed steps on how to reproduce the Incident (if applicable);

6.2.3 screenshots (if relevant);

6.2.4 error logs (if available);

6.2.5 browser’s version and configuration of the Authorised User witnessing the incident; and

6.2.6 details about the IT environment used to access the Solution, including version numbers.

6.3 The Customer shall:

6.3.1 ensure that Authorised Users are appropriately trained at the Customer’s cost in the use of the Solution to perform their role;

6.3.2 provide VerifyNIN with reasonable assistance to reproduce the Incident as requested including access to the Customer’s IT system and, during Working Hours, the relevant Customer’s records, personnel and data.

6.4 VerifyNIN will provide an initial response to any Incident notified to the Help Desk within a reasonable period of the Incident being logged with the Help Desk (measured during Working Hours). Such response may take the form of:

6.4.1 an email to acknowledge that the Incident has been logged with the Help Desk and, where relevant the priority level assigned to the Incident;

6.4.2 general advice on the Incident including directing the Customer to the relevant sections within the Documentation.