FIRST BANK OF NIGERIA LIMITED FIRSTECONNECT PLATFORM TERMS AND CONDITIONS Please read the following Terms and Conditions carefully. The following Terms and Conditions ( the Terms & Conditions ) apply to the use of the FirsteConnect Platform ( the Solution ) by a Merchant of First Bank of Nigeria Limited ( the Bank ). In these Terms, "we", "us" or "our" refers to the Bank and its successors, agents and assigns, while "you", "your", User refers to you and/or any person who subscribes for, uses or authorises the use of the Solution. By accepting these Terms & Conditions, you agree that you have received, read, understood and agree to be bound by the terms and conditions contained herein, and subsequent amendments thereto, as well as the laws, rules, and regulations now existing or which may hereafter be enacted, issued or enforced. You also agree that you shall use the Solution in accordance with these Terms and Conditions. You are deemed to have read and understood all applicable terms, conditions, rules, regulations or agreements 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 from time to time. If you do not agree with the Terms and Conditions contained herein, DO NOT USE OR ACCESS THE SOLUTION. 1) DEFINITIONS 1.1 Authorized Bank Staff means a staff of the Bank that has been authorized to liaise with the Merchant in respect of the Solution. Samuel Asabia House, 35, Marina, Lagos, Nigeria. 1.3 FBN Group means the Bank, the Parent, the Bank s subsidiaries and affiliates and subsidiaries and affiliates of the Parent. 1.4 FirsteConnect Gold means the Bank s web acquiring service package that enables Merchants websites to accept only locally issued cards as means of payment for goods and services. 1.5 FirsteConnect Platinum means the Bank s web acquiring service package that enables Merchants websites to accept both local and internationally issued cards as means of payment for goods and services. 1.6 Marks means the names, marks, designs, logos, signs, acronyms and other insignia (whether registered or unregistered) used or to be used by the Bank and the Switching Company in connection with the Solution including all variations thereof and amendments thereto from time to time. 1.7 Merchant means an entity whose website is integrated with the Solution for the purpose of receiving payment for goods and/or services that are sold on the website. 1.8 Switching Company means an electronic transaction switching and payment processing company that provides infrastructure for effecting electronic transactions in the context via FirsteConnect. 1.9 Parent means FBN Holdings Plc. 1.10 Participating Bank means other banks or financial institutions which have entered into an agreement with a Switching Company to participate in the System. 1.11 Parties means the Bank and the Merchant 1.2 "the Bank" means First Bank of Nigeria Limited, a banking institution incorporated in Nigeria and having its registered office at 1.12 Regulatory Authority means any ministry or department of the Federal Government of Nigeria and includes any statutory body in Nigeria established with powers to regulate
banking, credit or other financial services and/or electronic transactions or communications. 1.13 Services means the range of services which the Merchant is authorized to use or to provide pursuant to these Terms & Conditions and as may be authorized by the Bank from time to time. (c) Solution, prepare and provide the necessary, compatible operational equipment, software and connection specified by us; and where necessary, prepare and provide such interface hardware and software to us. not alter, copy, modify or tamper with any software provided by us. 1.14 Solution means the FirsteConnect Platform used by a Merchant for the purpose of receiving payment for goods and/or services that are sold on the Merchant s website. (d) install such measures as may be necessary to protect the security and integrity of related hardware or software, whether owned by you or the Bank. 1.15 "Transaction" means any transaction initiated by a User via the Solution. 1.16 User(s) means an individual(s) that pays for goods and/or services on the Merchant s website through the Solution. 1.17 Website means the internet site where the Merchant offers goods or services for sale. 2) DEPLOYMENT OF THE SOLUTION (e) where required, comply with all security or encryption standards, rules and procedures imposed by us; (f) make cost effective connections to such other systems as we may require and consider best in the circumstances from time to time; (g) not sell, assign, license, transfer or permit the use of the Solution by any party without our written permission; 2.1 Subject to the Terms & Conditions herein and upon receipt of the Set-up fee, we shall deploy the Solution on your Website to enable Users make online payments for goods and services provided by you. 2.2 Any instruction given by you and/or a User via the Solution shall be deemed to be genuine and authorized by you and/or the User and we shall not be liable for any cost incurred or loss suffered by you as a result of any instruction issued by you and/or a User. 3) YOUR RIGHTS AND DUTIES 3.1 You agree and undertake that you shall: (a) not make any warranty or representation whatsoever in relation to the Solution which may bind us or make us liable in any way whatsoever. (b) at your own expense and before the time agreed for installation or activation of the (h) inform us of any change in the particulars of your bank account(s); (i) not capture, by any means possible, customer payment card details including but not limited to Primary Account Number (PAN) or Card Number, Card Personal Identification Number (PIN), Card Verification Value (CVV) and Expiry date; (j) maintain, adequate and competent personnel to operate the Solution. (k) ensure that we are promptly notified of any security breach, misuse, irregularity, suspected fraudulent transaction, account numbers or any suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of any of your computer systems, the Services or your Website.
(l) observe and comply with all security measures whether or not prescribed by us or the relevant Participating bank(s), card associations and shall further comply with any instruction given by us or the relevant Participating Bank in respect of card transaction or customer payment instruction. (m) notify us of any new or additional services that you propose to offer on your Website provided that such new or additional services shall not be offered without first obtaining our consent, which consent may include re-certifications and other conditions. 4) TERMS OF USE 4.1 You are permitted to use this Solution to initiate Transactions online with us. 4.2 You are exclusively accountable for using the Solution and for the correctness and adequacy of information and data provided via the Solution for processing. You shall have full responsibility for the operation of your business affairs and for any information and data supplied and received by us and any reliance by us on such information or data shall not diminish that responsibility. 4.3 We may in our sole discretion decline the initiation of a Transaction via the Solution or withhold settlement(s) from you if: i. The Transaction does not comply with any applicable term and condition; and/or ii. We are required to do so for any legal, regulatory or fraud prevention purposes; and/or iii. You have given us inaccurate or unclear instructions; and/or iv. We determine that refusal to effect the Transaction is reasonable and/or prudent under the circumstances. 4.4 We give no assurance that every Transaction initiated by you and/or a User will be approved by us. You understand and warrant that every Transaction will be subject to our internal considerations and also subject to the necessary approvals which we may require. 4.5 Notwithstanding anything contained herein, we reserve the right, in our sole discretion to accept or reject any Transaction initiated by you through the Solution. 4.6 We will have an unrestricted right to audit and examine your use of the Solution to ensure that it is in compliance with the terms and conditions herein. You will give full assistance to us in carrying out such audit. 4.7 You shall provide us with the necessary cooperation that we may need from time to time. 4.8 You agree that we may, if and whenever instructed to do so by a Participating Bank and/or card associations limit or refuse any or all transactions to your account with us and no liability shall be imputed to us for acting on such instructions. 4.9 We shall ensure that that settlement is effected to your account not later than 3 days (T+2 days) after a User makes payment for goods and services using the Solution. Notwithstanding the foregoing, we reserve the right to delay settlement to your account for a period of not less than 150 days, where we have received notifications from Participating Banks, card schemes and/or associations of possible fraud on your Website or there is reasonable suspicion of fraud arising from a payment that has been made by a User. 4.10 We shall be entitled to delay/stop settlement to your account where we have been instructed by a User to delay/stop a payment. 4.11 You undertake that subject to clause 4.10, you shall not disallow the use of the Solution as a means of payment for goods or services provided to Users who wish to effect such payment and shall indemnify and keep us harmless from and against any liabilities,
losses and other consequences arising from any such refusal. 4.12 If a transaction involving payment by Users under the Solution is rejected for any reason whatsoever, you may agree to alternative means of payment with the Users. 4.13 You agree that no liability shall be imputed upon us for any rejection or any dispute arising from any aspect of the agreed alternative means of payment between the Merchant and the Users save for those liabilities attributable to the gross negligence, wilful breach of duty or misconduct on our part. 5) GRANT OF LICENSE TO USE MARKS 5.1 We hereby permit the display of our mark on your Website, strictly in connection with the use of the Solution in accordance with such manner of use as may be stipulated or permitted by us from time to time and you agree that you shall derive no title or interest in the Marks or any part thereof and shall not attain any goodwill in respect thereof. 5.2 You shall with our approval put up and display such signs and distribute such materials relating to the Solution, at your premises or the Website. 5.3 You hereby authorize the Bank to refer to, use and reproduce your name, trademarks, logos, signs, acronyms and insignia in any material or medium for the advertisement, publicity and promotion of the Solution. 5.4 You acknowledge that any unauthorised reproduction or use of our mark shall constitute a breach of a material obligation of these Terms & Conditions and shall constitute a ground for termination. 6) SERVICES FEES AND CHARGES (One Hundred and Fifty Thousand Naira only), prior to the deployment of the Solution by the Bank. 6.2 To subscribe to FirsteConnect Platinum, you shall pay to us, a one-off setup fee of N75,000.00 (Seventy Five Thousand Naira only) plus a N10,000.00 (Ten Thousand Naira only) monthly recurring fee, which shall be paid on the 3 rd day of every month during the period that the Services are provided. In the event that you fail to pay the monthly recurring fee on the 3 rd day of any month during the period that the Services are provided, you hereby authorize us to debit your account with the outstanding monthly recurring fee. You further authorize us to combine or consolidate all of your accounts (whether current, savings, deposit account of any other account), which you may have at any time with us and set-off or transfer any sum or sums standing to your credit in any one of more of your accounts towards the satisfaction of any outstanding obligation arising hereunder. 6.3 Switching Fees shall be payable per transaction at the rate determined by the relevant Switching Company. 6.4 A transactional charge shall be payable per transaction at a rate determined by us in our sole discretion. 6.5 You shall be liable to make payments due to us arising from the use of the Solution in accordance with the provisions herein: (a) All payments required to be made by you pursuant to these Terms & Conditions shall be payable unconditionally, without any deduction, claim, counterclaim, setoff, notice or demand. 6.1 To subscribe to FirsteConnect Gold, you shall pay to us, a one-off setup fee of N150,000.00 (b) The fees and charges payable by you under these Terms and Conditions are
(c) (d) (e) exclusive of the taxes, duties, fees or government levies which may be imposed now or hereafter in respect of the Services. Such taxes, duties, fees or governmental levies shall be for your account. We may revise the fees or changes from time to time. All fees and charges paid by you under these Terms & Conditions shall not be refundable in the event of termination of the Services howsoever caused. You agree that we will not undertake payment or settlement procedures on the following non-settlement days: (whether direct, indirect, incidental or consequential); or (ii) any loss of use or value or damage of any data or equipment (including software), wasted management, operation or other time (whether direct, indirect, incidental or consequential); or (iii) Any special, indirect, punitive, incidental or consequential loss, arising in connection therefrom. 7.4. We shall not be liable for any unauthorized use of the Solution, or the consequences thereof. Such unauthorized usage shall be entirely at your own risk. (i) Saturdays, Sundays and public holidays as gazetted and declared in Nigeria; in which case transactions effected on such days shall be paid and settled on the day immediately following which is not any of the aforesaid nonsettlement days. 7) LIMITATION OF LIABILITY 7.1. Access to the Solution is provided to you as is without warranty of any kind. 7.2. We give no assurance that the Solution will meet any or all individual requirements you may have, whether or not advised to you. Furthermore, we give no assurance that the running of the Solution will be incessant or error free. UNDER NO CIRCUMSTANCES WILL ANY MEMBER OF THE FBN GROUP BE RESPONSIBLE FOR THE SOLUTION, ITS CONTENTS, OR ANY INCIDENTS ARISING FROM THE USE OF THE SOLUTION. 7.3. We will have no liability however arising in respect of your use of the Solution and you hold us harmless in respect of: (i) any loss of profits, loss of business, loss of revenue, loss of contracts, loss of goodwill, loss of anticipated earnings or savings 8) DISPUTES 8.1. We shall not be involved in any dispute or claim that may arise between you and any User, unless the said dispute or claim relates specifically to and can be traced to the use of the Solution in which case the same shall be subject to the relevant terms and conditions governing the use of the Solution prevailing from time to time and the dispute or claim was notified to us within fifteen (15) days of occurrence. 8.2. You hereby give us your consent to reveal and furnish all the particulars relating to your account in connection with any transaction that is in dispute or is the subject of a claim to the relevant Switching Company. 8.3. It is hereto agreed that in event of a dispute or claim of whatever nature arising in respect of any transaction, the records of the transactions available from the Merchant, the Bank and Switching Company shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim. Where there are discrepancies between records of the transactions recorded by the Merchant, the Bank and Switching Company, the discrepancies shall be jointly investigated by the Bank and the Merchant using information from Merchant, the Bank and Switching Company whenever appropriate, and proper
adjustments (if any) shall be made accordingly. 8.4. You agree that where multiple or excess payments have been effected by or on behalf of Users in respect of any transaction using the Services, you shall refund or reimburse such Users for such excess payments made and shall keep us harmless and indemnified against any claim related to such excess payments. 8.5. You further agree that no liability shall be imputed to us where it is confirmed that we relied on a cost quote/price list furnished by you in relaying information for a transaction to a Participating Bank and such cost quote is later discovered to be materially incorrect. 9) INDEMNITY 9.1. You hereby agree and undertake to fully indemnify and keep us harmless from and against all actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages which we may suffer or incur as a result of: (a) any fraud, dishonesty or misconduct (criminal or otherwise) relating to the transactions perpetrated by you, your servants, agents, employees or contractors or the fraud, dishonesty or misconduct (criminal or otherwise) perpetrated by a third party as a result of the negligence or default of you, your servants, agents, employees or contractors. (b) any loss arising from any fraud or dishonesty arising from a breach of security of your Website, software or hardware by a third party. 9.2 You shall not hold us liable or responsible for any action, claim, cost, expense, damage and loss, including consequential loss or damage or loss of profit, which you may suffer or incur as a result of a breakdown in the Solution or when the Solution is not available by reason of circumstances beyond our control. 10) DISCLOSURE 10.1 You hereby agree and consent to the disclosure and release by the Bank to its Officers, Agents and any party authorised by law to carry out or conduct investigation(s) of any information in the possession of the Bank and Switching Company relating to the Merchant, the particulars of the transactions or any designated account relating to the transactions for the purpose of investigating any claim or dispute arising out of these Terms & Conditions or in connection with the transactions under the Solution which consent shall survive both the suspension of rights hereunder and the termination of the Services. 11) NOTICES 11.1 Any notice required under the Terms and Conditions shall be in writing and may be served either personally, or by registered or recorded delivery mail, or by telex or facsimile transmission to the last known address of the parties. 11.2 A notice shall be deemed to have been served, if it was served in person, at the time of service, or if it was served by or facsimile transmission, at the time of transmission. 12) GOVERNING LAW AND DISPUTE RESOLUTION 12.1 These Terms and Conditions shall be governed by and construed in all aspects in accordance with the laws of the Federal Republic of Nigeria and the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of Nigeria.
13) ASSIGNMENT 13.1 These Terms & Conditions shall be binding upon you and your successors and assigns and legal representatives and shall not be construed so as to confer any benefit upon any other person except as expressly provided herein. 13.2 Subject to the provision of clause 13.1, you shall have the right, subject to the written consent of the Bank to assign or transfer your rights and obligations in these Terms and Conditions and shall remain fully liable for all of their respective duties, liabilities and obligations hereunder. 14) RELATIONSHIP OF THE PARTIES 14.1 The parties hereto shall not by virtue of these Terms & Conditions be deemed to be a partner or agent of each other nor shall anything herein contained be construed as creating a partnership, joint association or trust. 15) SEVERABILITY 15.1 If any provision herein is deemed by any tribunal or court of competent jurisdiction to be illegal, invalid or unenforceable under any applicable law or otherwise, it shall, to the extent required by such law, be severed from these Terms & Conditions and be rendered ineffective so far as is possible without affecting the legality, validity and enforceability of the remaining provisions of these Terms & Conditions. 16) INDULGENCE 16.1 Our liability hereunder shall not be impaired or discharged by reason of any time or other indulgence or any forbearance being granted by us and we shall have the right to enforce our rights hereunder. No right under these Terms & Conditions shall be deemed to have been waived except in writing signed by us and waiver of any particular right in a particular instance shall not constitute or be deemed a waiver of any other right. 17) FORCE MAJEURE 17.1 We will not be liable for delay or for failure to perform our obligations if and to the extent such delay or failure results from circumstances beyond our control. 18) SUSPENSION OF RIGHTS 18.1 Without prejudice to any of either Party s rights under these Terms & Conditions, in the event of a breach by you of any of the Terms & Conditions herein, we may at our sole discretion give immediate notice in writing to you to remedy the breach within one (1) month of the said notice and may during the notice period, suspend all of your rights herein, save for those rights necessary to enable you remedy the breach. If you fail to remedy the breach within the aforesaid notice period, we shall have the right but not the obligation to extend the notice period (with or without suspension) or forthwith terminate the Services in accordance with clause 20.4 hereunder. 19) UTILIZATION 19.1. Where you fail to utilize the Solution or remain inactive at any point, for time a period of 90 days, we shall reserve the right to withdraw your access to the Solution without recourse to you. 19.2. All fees and charges paid by you under these Terms & Conditions shall not be refunded in the event that your access to the Solution is withdrawn further to clause 19.1 above. 20) GENERAL TERMS 20.1 We will charge you for any loss or cost we may incur from your breach of these Terms & Conditions.
20.2 Non-enforcement or delay in enforcing any clause in these Terms & Conditions does not prevent us from enforcing such clause against you at a later date. 20.3 We may record phone calls and other communications between you and use and use the information for any lawful purpose, at our sole discretion. 20.4 Without prejudice to any other provision in these Terms & Conditions, we may terminate the Services and/or withdraw your access to the Solution immediately, upon giving notice to you. Save to the extent of any surviving provision herein or to the extent of any outstanding obligations owed by you hereunder, you may terminate these Terms and Conditions by giving a minimum of 60- day written notice to us, within which period all Security Details must be surrendered to us. We may discontinue your use of the Solution at any time upon receipt of your notice of termination. subject to all other agreements that you may have entered into with First Bank. e. We may share information about you, your transactions and affairs with any member of the FBN Group for credit assessment, customer service, market research, insurance, debt collection, audit, administrative purposes or any other purpose it requires. f. Your rights under these Terms & Conditions are personal to you and cannot be assigned. I/We have read and understood the above terms and conditions of this service and agree to be bound by the said terms and conditions. Dated this. Day of SIGNED by the authorized representatives of the Merchant, 20.5 In the event of termination of the Services: NAME:... a. you agree and undertake to return to us immediately all materials, books, records or otherwise pertaining to the Solution, and shall not thereafter use the Marks or any part or derivatives thereof; DESIGNATION: SIGNATURE:. b. any antecedent right and liability of either Party shall not be thereby prejudiced or impaired. NAME:... DESIGNATION: c. Your Solution for access to the Solution will be subject to our processes and reviews, which may require you to provide further confirmation or documents. We reserve the right to accept or reject your Solution. d. Any Transaction initiated through the Solution shall be SIGNATURE:.