- 1.1 Definitions. In these Conditions, the following definitions apply:
- Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6.
- Commencement Date: has the meaning set out in clause 2.2.
- Conditions: these terms and conditions as amended from time to time.
- Contract: the contract between the Client and Ropayments Limited for the supply of Services in accordance with these Conditions.
- Client: the person or firm who purchases the Services from Ropayments Limited.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Order: The Client’s order for the supply of Services, as set out in the Client’s purchase order form OR in the Client’s written acceptance of Ropayments Limited’s quotation OR overleaf OR in the Client’s purchase order form, or in the Client’s written acceptance of Ropayments Limited’s quotation, or overleaf, as the case may be.
- Services: the services, includes the provision of payroll administration services including without limitation any additional deliverables agreed upon and provided by Ropayments Limited under the Contract as set out in the Order.
- Scope of Work: the description for the Services agreed in writing by the Client and Ropayments Limited.
- Supplier: Ropayments Limited.
- 2.0 Construction. In these Conditions, the following rules apply:
- (a) a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);
- (b) a reference to a party includes its [personal representatives,] successors or permitted assigns;
- (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- (d) any phrase introduced by the terms include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- (e) a reference to writing or written includes faxes [and e-mails].
2.0 BASICS OF CONTRACT
- 2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
- 2.2 The Order shall be deemed to be accepted on the earlier of:
- (a) Ropayments Limited issuing written acceptance of the Order; or
- (b) any act by Ropayments Limited consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
- 2.3 These Conditions apply to the Contract to the exclusion of any other terms that Ropayments Limited seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
3.0 SUPPLY OF SERVICES
- 3.1 Ropayments Limited shall from the Commencement Date or the date set in the Order and for the duration of this Contract provide the Services to the Client in accordance with the terms of the Contract.
- 3.2 Ropayments Limited shall meet any performance dates for the Services specified in the Order or notified to Ropayments Limited by the Client.
- 3.3 In providing the Services, Ropayments Limited shall:
- (a) cooperate with the Client in all matters relating to the Services, and comply with all instructions of the Client;
- (b) perform the Services with the best care, skill, and diligence in accordance with best practice in Ropayments Limited’s industry, profession, or trade;
- (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Ropayments Limited’s obligations are fulfilled in accordance with this Contract;
- (d) ensure that the Services and Deliverables will conform to any purpose expressly or impliedly made known to Ropayments Limited by the Client;
- (e) obtain and at all times maintain all necessary licenses and consents, and comply with all applicable laws and regulations;
- (f) observe all health and safety rules and regulations and any other security requirements that apply at any of the Client’s premises or facilities;
- (g) not do or omit to do anything which may cause the Client to lose any license, authority, consent, or permission on which it relies for the purposes of conducting its business, and Ropayments Limited acknowledges that the Client may rely or act on the Services; and
- (h) comply with all instructions given by the Client from time to time.
4.0 CLIENT REMEDIES
- 4.1 If Ropayments Limited fails to perform the Services by the applicable dates, the Client shall, without limiting its other rights or remedies, have one or more of the following rights:
- (a) to terminate the Contract with immediate effect by giving written notice to Ropayments Limited;
- (b) to refuse to accept any subsequent performance of the Services which Ropayments Limited attempts to make;
- (c) where the Client has paid in advance for Services that have not been provided by Ropayments Limited, to have such sums refunded by Ropayments Limited; or
- 4.2 These Conditions shall extend to any substituted or remedial services provided by Ropayments Limited.
- 4.3 The Client’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.
5.0 CLIENT'S OBLIGATIONS
- The Client shall:
- (a) provide Ropayments Limited with reasonable access at reasonable times to the Client’s premises and facilities for the purpose of providing the Services; and
- (b) provide such information to Ropayments Limited as Ropayments Limited may reasonably request and the Client considers reasonably necessary for the purpose of providing the Services;
6.0 CHARGES AND PAYMENT
- 6.1 The Charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of Ropayments Limited in respect of the performance of the Services. Unless otherwise agreed in writing by the Client, the Charges shall include every cost and expense of Ropayments Limited directly or indirectly incurred in connection with the performance of the Services.
- 6.2 Ropayments Limited and the Client shall agree on the procedure and timeline for invoicing.
- 6.3 In consideration of the supply of the Services by Ropayments Limited, the Client shall pay the invoiced amounts within 14 days of the submission of the invoice to a bank account nominated in writing by Ropayments Limited or as stated in the invoice.
- 6.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value-added tax chargeable for the time being.
- 6.5 Ropayments Limited shall maintain complete and accurate records of the time spent and materials used by Ropayments Limited in providing the Services, and shall allow the Client to inspect such records at all reasonable times on request.
7.0 INTELLECTUAL PROPERTY RIGHTS
- 7.1 All intellectual property brought by each party to the relationship under this Contract remains in the ownership of that party.
- 8.1 Each party shall keep the other party indemnified against all liabilities, costs, expenses, damages, and losses and all other reasonable professional costs and expenses suffered or incurred by the Client as a result of or in connection with:
- (a) any claim brought against the other party for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use, or supply of the Services; and
- (b) any claim made against the other party by a third party arising out of, or in connection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the party in breach, its employees, agents or subcontractors.
- 9.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products, and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
- 9.2 This clause shall survive termination of the Contract.
- 10.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 days’ written notice.
- 10.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing to do so;
- (b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
- (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing,
- (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of the party;
- 10.3 Termination of the Contract, however arising, shall not affect any of the parties rights and remedies that have accrued as at termination.
- 10.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
11.0 FORCE MAJEURE
- 11.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it (unless with respect to payment) if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
- 11.2 Either party shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
- 12.1 Assignment and other dealings.
- (a) Either party shall not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract without the written consent of the other party.
- 12.2 Notices
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.
- (b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 12.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- 12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 12.5 No partnership or agency. 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 another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
- 12.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Client.
- 12.8 Governing law. The Contract, and any dispute or claim 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 the laws of the Federal Republic of Nigeria.
- 12.8 Jurisdiction. Each party irrevocably agrees that the courts in Lagos Nigeria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).