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