1.0 Definitions

In this document, "User Agreement", "Agreement", "Terms and Conditions of Service" are synonymous and used interchangeably.

In this Agreement, "you" or "your" or "User" refers to any person or entity using the service. Unless otherwise stated, "SystemSpecs," "we" or "our" or "us" will refer collectively to SystemSpecs Limited and its subsidiaries, affiliates, directors, officers, employees, agents and partners.

You and SystemSpecs are jointly referred to as 'the Parties' in this document, "Remita", "our Services", "the Services", "the System", 'Remita app' "the platform" are synonymous and used interchangeably unless otherwise specified.

"Remita" means the range of products and services with the "Powered by Remita" notice offered by SystemSpecs and its partners as an online platform for the Management of:

BUSINESS USERS

• Payment of Salaries:
  Remita enables direct payment of salaries from any bank account into beneficiaries' accounts in any bank or other designated financial schemes.
• Payment of Taxes:
  Remita enables remittance of all taxes including PAYE, VAT and WHT, to the relevant Tax authorities.
• Payment of Pension:
  Remita enables remittance of pension contributions and delivery of accompanying schedules to Pension Fund Administrators and Pension Fund Custodians.
• Payroll, Pension Processing and Biometrics:
  Remita enables customers to process their payroll and pensions and carry out biometrics enrollment and verification of their employees and pensioners.
• Schedule Delivery
  Remita enables delivery of matching schedules in recipients' specified formats. These schedules are sent to appropriate recipients simultaneously as payments are made.

INDIVIDUAL AND OTHER USERS

• Payment of Vendors and Third Parties:
  Remita enables customers to make electronic payments from any bank account into the accounts of vendors, suppliers and other third parties in any bank or other designated financial schemes.
• Account Balance and Transaction Monitoring:
  Remita enables customers at their convenience, to view their account balances across banks, and it provides clear and definitive status of transactions at all times.
• Payment Collection from Service Users:
  Remita enables automated collection of fees and other charges from service beneficiaries via multiple channels.
• Value Added Services
  Remita platform also provides value-added services such as loan disbursement, transaction referencing, third-party application integration, etc. and also Marketplace services such as; ticketing, airtime and utility vending, International transfers, etc.

2.0 Eligibility

In order to use the Service, you must apply to your bank for a Personal or Corporate profile. Our Services are available to you based on the approval of your Remita Card (Remita Card is a virtual debit card that provides Remita users electronic access to their corporate accounts at a financial institution) by your bank.

Without limiting the foregoing, we reserve the right to deny, suspend or terminate delivery of our Service to persons who present an unacceptable level of risk as determined by regulatory, industry and our standards.

3.0 Contract Between You and SystemSpecs

Your acceptance of these Terms and Conditions of Service is established either:

• by using your personal details to log-in to Remita or any of the related solutions "Powered by Remita", or
• by installing or using any Remita service or products or solution "Powered by Remita", or
• by integrating Remita with your third party application for the purpose of sending payment or collection instructions for processing and receiving feedback as to the status of the processed transactions.

3.1 Relationship

Remita facilitates your transfer to and receipt of funds from third parties. Based on your instructions, you acknowledge that:

1. Payment instructions on the platform are driven strictly by account numbers and not by the beneficiary names supplied.
2. Payments will be applied by Remita Partner Banks into the beneficiary account numbers supplied by you at the time of upload of payment instructions.
3. You are fully responsible for the completeness, correctness and validity of data supplied on the platform, including but not limited to:
   1. Beneficiary account number
   2. Beneficiary account name
   3. Amount
   4. Beneficiary phone number
   5. Beneficiary e-mail address
4. Neither SystemSpecs nor any of the Partner Banks can be held liable for any incorrect beneficiary name, account number, amount, phone number, e-mail address or other data that a registered user uploads on the platform.
5. Remita is not a bank.
6. We are not acting as a trustee, fiduciary or escrow with respect to your funds.
7. When you send a payment instruction, until that payment is accepted by the recipient, you remain the owner of those funds, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled.
8. We act as service providers by creating, hosting, maintaining and providing our Service to you through the Internet. We do not have any control over the products or services that are paid for through our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction and we shall not bear any liability for any incomplete transaction between you and the other party with whom you may be transacting.
9. When you use Remita to manage the payroll of your organization, Remita shall use best efforts to process the information provided by you to ensure that the computed figures are accurate and represent your expectations. It however remains your responsibility to confirm your satisfaction with computed figures before you approve same for payment.
10. When you request Remita to compute your taxes based on the Nigerian tax laws, Remita shall use best efforts to process information provided by you to ensure that the computed figures are accurate and represent the expectations of the tax authorities. It however remains your responsibility to confirm your satisfaction with computed figures before you approve same for payment.
11. When you use Remita for collection of funds by way of an automated direct debit from the accounts of third parties, such parties will be entitled to a prompt refund of such payments simply by submitting appropriate claims to us in accordance with the relevant direct debit guidelines from the Central Bank of Nigeria or other regulatory requirements.
12. When you use Remita as a registered Biller/Collector/Merchant for collection of funds paid by service beneficiaries into your designated collection account(s) through any of the Remita payment channels such as any bank branch, online banking sites, debit/credit cards, digital wallets, POS or mPOS terminals, direct debit, standing order, cash collection points etc., Remita shall use best efforts to process information provided by the payer in accordance with what has been entered into the system such that funds collected are accurate and represent your expectations. It however remains your responsibility to confirm your satisfaction with collected funds for which the payer is enjoying your products or services.
13. Remita would normally settle collected amounts into merchant accounts on the same day, except for funds collection via debit/credit cards, digital wallets, POS and mPOS terminals and other card related transactions, settlement for which is normally done to merchants accounts on a T+1 basis (the day after the transaction), in line with industry standards. International payments will be subject to international best practices.

3.2 Identity Authentication

We use many techniques to identify users when they register on the platform. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize us to, directly or through third parties, make any inquiries we consider necessary to validate your registration. This may include verifying the information you provide against third party databases. In addition, we reserve the right to employ other means of verification of authenticity for transactions we deem suspicious or for accounts conducting high value or high volume transactions to ensure integrity of the transactions and we may thus delay execution of such instructions.

3.3 No Warranty

SystemSpecs provides its services on "as is" and without any warranty or condition, express, implied or statutory. We, specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the full extent permissible by the law.

We shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, Remita Cards issuance and other transactional operations are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because our Service is also dependent upon other factors outside of our control, one of which is the operational efficiency of all stakeholders.

3.4 Limitation of Liability

In no event shall SystemSpecs be liable for loss of income, profits, business, opportunity, contracts or any indirect, special, incidental or consequential damages arising out of or in connection with our platform, our service, or this Agreement.

Our liability to you or any third party in any circumstance of proven liability by us, shall not exceed the fees paid to us in respect of the specific transaction that gave rise to the claim or liability.

3.5 Indemnification

You agree to indemnify and hold SystemSpecs, harmless from any claim or demand (including attorneys' fees) made by you or any third party arising wholly or partly from your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service.

3.6 Authorised Signatories

You undertake that:

3.6.1 Authorised signatories shall be setup on Remita to approve remittance instructions and other relevant transactions in accordance with your internal approval rules. You understand that these approval rules will be applied to all remittance instructions and other relevant transactions processed on Remita and therefore will not be subjected to telephone, e-mail or any other manual confirmation by banks before transactions are completed.

3.6.2 You will keep confidential all Remita security related information such as passwords, Access Codes and Personal Identification Numbers (PIN). You understand that SystemSpecs, banks, their affiliates and service providers will never request you to divulge any of these information by phone, mail or any other means. You are obliged to report any representation to the contrary to SystemSpecs and your bank promptly.

3.6.3 Payment instructions made to your banks by cheques, or any channel other than Remita, will continue to be subjected to all your current mandate instructions and confirmation rules.

3.6.4 When you make a payment through Remita, you are requesting an electronic transfer from your account. Upon such request, Remita will transmit your instructions to your bank to transfer from your account the amount you specify. You agree that such requests constitute your authorisation for such transfers.

3.6.5 Except when caused by SystemSpecs' or the banks' misconduct or negligence, you will protect SystemSpecs, the banks, their affiliates and service providers from any/and all claims, liability, damages, expenses and costs caused by or arising from your use of the service.

4.0 Support Services

SystemSpecs has a dedicated support unit manned by highly experienced and professional personnel. Customer support issues are managed through a Customer Relationship Management (CRM) system. Customer complaints made through our dedicated email and telephone lines are logged and monitored until a resolution is achieved. Our support team is always available to receive enquiries on weekdays, weekends and public holidays. All support related enquiries should be routed via the email [email protected] or telephone number (+234) 700-4-REMITA (0700-7-877678). Contact details are also displayed on the 'Contact' section of our website at www.remita.net, which may be updated from time to time.

4.1 Standard Support Services

Standard Support Services provided by us are as listed below and are covered by your transaction fees and do not attract any further charges.

4.1.1 Processing of your application to use the system including the creation of your login details and activation of your Remita profile.

4.1.2 Initial Setup of your profile on the system.

4.1.3 Required support to ensure successful execution of your payment instructions.

4.1.4 Deployment of application updates and patches.

4.1.5 Telephone and e-mail support services in response to your queries.

4.2 Extended Support Services for Corporate Users

Upon your request, we are also able to provide additional services which are charged separately. Our extended support services include:

4.2.1 Consultancy Services requiring our physical presence in your office or any designated location indicated by you. Please note that, we are able to provide consulting services to you under the following terms and conditions.

1. Your nominated representative shall be available for the assignment 100% of the time, give highest priority to tasks, activities and issues relating to the assignment and adhere to schedules and provisions of this Agreement.
2. You will accomplish all data entry tasks, either by being directly involved in entering data required or by mobilizing necessary clerical support.
3. You shall provide reasonable and appropriate office space for our consultants, with internet access and assure their access to a meeting room, before the assignment will commence and throughout the engagement.
4. The consultancy services shall attract a fee payable before resource persons are deployed to your location.

4.2.2 Audit and Investigative support services: Where our services are required to support your internal or external auditors, regulatory or law enforcement agencies, we shall work with you to determine the level of work required, agree on the scope, work plan and applicable charges for the assignment.

4.2.3 Bespoke Development and Interfaces as may be requested by you: We shall work with you to determine the level of work required, agree on the scope, work plan and applicable charges for the assignment.

4.2.4 Training Services on Remita will be based on the following conditions which shall govern your request for training before, during and/or after your commencement of the use of Remita:

1. You shall register your nominees online at www.remita.net.
2. You shall notify us about cancellations of nominations at least five (5) days prior to course start dates.
3. You shall pay us the total training fees at least seven (7) working days before commencement of any training course.
4. You shall be responsible for the transportation and accommodation of your nominees throughout the period of the course.
5. Your nominees shall be available for scheduled training courses between our official training hours of 9.00 am and 4.00 pm.
6. You shall be responsible for the absence, withdrawal, or non-active participation of your nominees at our training courses.
7. You shall, through your nominees, ensure that our copyright in our training materials is protected.

5.0 Fees

The processing fees payable for our services are as displayed on your Remita profile screen during transaction processing or as stated below. The fees are computed per record and charged alongside each batch of transactions that you process.
The fees payable for our services are:

1. Collections: 2.0% of transaction value subject to a maximum of ?2,500 per transaction. Fees for payment of educational institutions is N300 per transaction.
2. Payroll Setup: ?500 per employee (payable only at the first time of enrolling an employee)
3. Payroll Processing (Employee or Pensioner): ?250 per transaction.
4. Payment of Salaries and Pensions: ?100 per transaction.
5. Payment to Vendors and other 3rd parties: ?100 per million, subject to a maximum of ?5,000 per transaction.
6. Direct Debit/ Standing Order: ?100 per transaction.
7. Schedule Delivery: ?2,500 per Schedule per Recipient.
8. Self Service: ?50 per employee per month.
9. Performance appraisal: ?50 per employee per month.
10. Claims processing: ?50 per employee per month.
11. Leave: ?50 per employee per month.

The above fees are computed and charged alongside each batch of transactions that you process. Any disparity between the fees stated herein and the fees stated on your Remita Profile Screen will be resolved in favour of the fees stated on your Remita Profile Screen during transaction processing.

5.1 Fees for Extended Support Services

5.1.1 Consultancy, audit and investigative support services are charged at ?100,000 per Consultant per day, regardless of time spent, up to a maximum of 8 hours per day. This fee covers our Consultant's time and expertise spent on the assignment. It excludes reimbursable expenses for logistics, travel, hotel accommodation and other incidentals outside Lagos; report production, stationeries, and photocopying which are charged separately.

5.1.2 User Administration requests are charged at ?10,000 per amendment request.

5.1.3 Customization and/or integration charges are specified per project, and will be determined at the time of scoping the work, as the scope of work involved may vary.

5.1.4 The fees for our Training services are published alongside our Training schedules on our website. Payment for all our extended services shall be upfront and paid in full.

5.2 Fees Exclusive of Taxes

All fees and charges quoted in this Agreement exclude any applicable taxes, which will be chargeable at the prevailing rate. You will be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts you are liable to pay to us under this Agreement, including, but not limited to, withholding taxes of whatever nature. If any deductions or withholdings are required by law to be made from the fees payable to us, you agree to promptly pay such Withholding Taxes and obtain and deliver to us proof of payment of such Withholding Taxes together with official evidence thereof issued by the governmental authority concerned, sufficient to enable us support a claim for a tax credit in respect of any sum so withheld. If we are unable to obtain such tax credit due to your failure to comply with the above provision, then you agree to pay to us a sum equal to the amount of the tax credit we are not able to claim as a result of your failure.

5.3 Change of Fees

SystemSpecs reserves the right to change the processing fees as well as the fees for extended support services. Notices of such changes shall be communicated in line with the provisions of Clause 12.1 of this Agreement.

6.0 Use Policy

6.1 Acceptable Use Policy

The following activities constitute a violation of the Acceptable use of Remita

6.1.1 Using the Remita service to make or receive payments for any illegal, fraudulent, immoral or otherwise socially reprehensible purposes.

6.1.2 Using the Remita service to make or receive payments for any narcotics, other controlled substances, steroids or illicit drugs.

6.2 Restricted Activities

You agree that your information and your activities (including your payments and receipt of payments) through our Service shall not:

1. Be false, inaccurate or misleading;
2. Be fraudulent or involve the sale of counterfeit or stolen items;
3. Be related in any way to terrorism and/or criminal activities, including but not limited to payment or the acceptance of payments for unauthorised firearms or weapons;
4. Infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;
5. Violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising);
6. Be defamatory, libelous, unlawfully threatening or unlawfully harassing;
7. Be obscene or contain child pornography;
8. Contain any viruses, Trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or
9. Create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than sending and receiving payments, managing your account and the services listed in clause 1.0 above, including but not limited to tampering with, hacking, modifying or otherwise corrupting the security or functionality of the Service, your account will be terminated and you will be subject to claims for damages and other lawful penalties, including criminal prosecution where applicable.

6.3 Access and Interference

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior express written permission. You agree that you will not use any device, software or routine to attempt to interfere with the proper working of the Remita site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Most of the information on our site is proprietary or is licensed to us. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content from our website without our prior express written permission.

6.4 Our Remedies and Right to terminate or restrict your activities.

Without limiting other remedies available to us, we may verify inaccurate or incorrect information you provide to us, contact you by means other than by electronic means, immediately warn our community of your actions, limit access to an account and any or all of the account's functions (including but not limited to the ability to send money or make payments), limit activities, indefinitely suspend or close your account, terminate this Agreement and refuse to provide our Services to you if:

1. You breach this Agreement or the documents it incorporates by reference;
2. We are unable to verify or authenticate any information you provide to us;
3. We believe that your account or activities pose a significant fraud risk to us;
4. We believe that your actions may cause financial loss or legal liability for you, our users or us; or

Your use of Remita is deemed by us to constitute abuse of the electronic payment system or electronic payment rules, including (without limitation), using the Remita system to test Remita card behaviours.

6.5 Privacy and Security

We view the protection of users' privacy as a very important principle. We understand clearly that you and your Information are one of our most important assets. We store and process your Information on computers that are protected by physical as well as technological security devices. We do not give your personal information to third parties for marketing purposes without your consent. You may object to your information being used in this way and thereby opt out from using our Services. Please ensure that you read our privacy policy available on www.remita.net.

By consenting to this Agreement, you also consent to our privacy policy.

7.0 Warranty and Service Disruption

We warrant that the service will in all material respects, deliver on the agreed terms herein. Should the service be disrupted to such an extent that there is likely to be an adverse effect to the service provided, we will endeavor to notify you of such within a reasonable time.

In the event of any service delay or failure, we shall take necessary steps to ensure speedy service restoration and reduce to the barest minimum the extent of such service failures. However we shall not be liable to you for any loss or damage.

8.0 Confidentiality

By the nature of this Agreement, the parties may have access to information that is confidential to one another, such confidential information shall include the parties' business methods, salary structure, marketing strategies, pricing, competitor information, and all other information designated as confidential by either party. Each party agrees to maintain the confidentiality of such information and to protect the other party's confidential information by using all reasonable efforts to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information.

9.0 Trademarks and other Intellectual Proprietary rights

Remita, Remita.net and all logos, products, services or other content on www.remita.net or other mobile download platforms are the intellectual property of SystemSpecs Limited, or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SystemSpecs. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Remita and may not be copied, imitated, or used, in whole or in part, without the prior written permission of SystemSpecs.

Neither this Agreement, nor your use of Remita will convey title or any interest or rights in SystemSpecs' intellectual property rights.

10.0 Assignability

You may not transfer any rights or obligations you may have under this Agreement without our prior written consent. We reserve the right to transfer this Agreement or any right or obligation under this Agreement without your consent, and we will notify you via our websites, social media and other media.

11.0 Legal Compliance

You shall comply with all applicable Nigerian laws, and regulations, regarding your use of our Services.

If any specific term or condition violates the law, that term alone shall stand severed or amended as far as is necessary to comply with the law.

12.0 Notices and Amendment

12.1 Notices

You agree that these Terms and Conditions constitute "an Agreement duly signed or executed by "you" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other documents regarding your account and/or your use of the Service, may be provided to you electronically and you agree to receive all Notices from SystemSpecs in electronic form.

You may print a copy of any Notice and retain it for your records. All Notices in either electronic or paper format will be considered to be in "writing and to have been received and shall become effective thirty (30) days after being posted or placed on our website.

12.2 Notice Procedure

• Notices from you to SystemSpecs shall be by email from you to [email protected].
• Notices by us to you may be placed on our website, remita.net or sent to your email address registered with us.
• A notice by email shall be deemed received by the other party, once the email is sent, unless the sending party is aware that the email was not received.
• Notice posted to our website shall be deemed received upon your visit to our site or your first log-in subsequent to the posting.

12.3 Amendment

We may amend this Agreement at any time by notice to you or posting the amended terms on www.remita.net. All amended terms shall be effective thirty (30) days after notice or posting on the website.

13.0 Dispute Resolution

13.1 Negotiated Settlement or Mediation

In the event of a dispute arising between you and SystemSpecs, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. In the event of any dispute, the Parties shall seek to resolve any such dispute amicably between themselves or through a negotiated settlement and in the event of their inability to resolve the dispute as aforesaid, the parties shall explore a mediated settlement with both Parties appointing one(1) Mediator who shall act as a catalyst for resolution.

13.2 Arbitration

If at any time the Parties are unable to amicably resolve any dispute(s) through negotiated settlement or mediation, either party shall refer the matter to be finally settled by arbitration in accordance with the Arbitration & Conciliation Act, Cap A18, Laws of the Federation of Nigeria (LFN) 2004. The arbitration shall take place in Lagos, Nigeria and be conducted in English Language. . If the parties fail to agree on the Arbitrator, the Arbitrator shall be appointed by the President of the Chartered Institute of Arbitrators UK (Nigeria Branch). Each Party will bear its costs save for joint costs which will be borne jointly.

14.0 Extended Non-use

Your non-use of our platform for an extended period does not terminate this contract. Any monies due and payable by you to us before, during or after the period of your passivity shall remain payable and become due immediately upon your reactivation. Termination or non-use shall not relieve the continuing obligations under this Agreement, including but not limited to the requirements in Clauses (3.5) Indemnification, (6.3) Access and Interference, and (9) Trademarks and other intellectual Proprietary Rights of this Agreement.

15.0 General

1. You represent that you have the capacity to enter into this Agreement.
2. That you are an adult, eligible to operate banking services and that you are not under any contractual inhibition known to your national or international law.
3. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforceable.
4. You agree that this Agreement and all incorporated agreements may be automatically assigned by Remita to a third party in the event of a merger or acquisition.
5. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section(s).
6. Our failure to act with respect to a breach by you or others does not amount to a waiver of our right to act with respect to subsequent or similar breaches.
7. The non-specification of a particular legal or equitable remedy shall not be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach of any of the clauses.
8. Each of the Parties acknowledge that it is acting as an independent contractor, and each Party has the sole right and obligation to supervise, manage, direct, procure, perform, or cause to be performed, all work or other obligations to be performed by such Party under this agreement.

16.0 Entire Agreement

This agreement and any documents referred to herein constitute the entire agreement between the parties and supersede any and all prior agreements between the parties, whether oral or written, with respect to the subject matter thereof.

17.0 Applicable Law

This Agreement shall be governed by and interpreted according to the laws of the Federal Republic of Nigeria and shall be subject to the exclusive jurisdiction of Nigerian courts.

18.0 Improvement and Changes

These Remita functions are subject to continuous technological improvement and consequently may change. All changes to Remita functions and services shall be published by SystemSpecs from time to time on the website www.remita.net All such published changes shall form part of this Agreement.

19.0 Force Majeure

SystemSpecs shall not be in breach of its obligations under this Agreement or be responsible for any delay in carrying out its obligations if performance is prevented or delayed wholly or in part as a consequence of force majeure. Force majeure means any circumstance beyond the reasonable control of SystemSpecs including but not limited to acts of war, state or national emergency, strike, rebellion, insurrection, government sanctions, actions of regulatory or supervisory authorities, accident, power failure, internet and communication link failure, fire, earthquake, flood, storm, tornadoes, hurricane, or any other act of God or any technical failure caused by devices, matters or materials.