THIS Agreement is given to you (hereinafter referred to “The Merchant’) AND ZENITH BANK PLC, a company incorporated and duly licensed to carry on banking business in Nigeria and having its registered office at plot 84, Ajose Adeogun Street, Victoria Island, Lagos State, Nigeria (hereinafter referred to as the “Bank”).
WHEREAS:

1. The Bank provides service support for electronic based payment systems, is an acquirer of payment card transactions, and owner of certain trademarks that may be used in connection with payment services.
2. The Merchant desires to accept both Card and Cardless payments on the POS device using Verve, Visa and MasterCard Cards, USSD Banking, Scan To Pay (QR Payments) and Pay with Transfers service as a payment method for the value of goods sold or services provided by the merchant to its customers or purchasers.

NOW IT IS HEREBY AGREED AS FOLLOWS:

RESPONSIBILITIES OF ZENITH BANK: The Bank shall:
A. Enable the Merchant for both Card and Cardless collections as a means of payment for goods and services, subject to the Bank’s right to decline or suspend services to the merchant based on the Bank’s risk assessment.
B. Make payments of moneys received for value to the Merchant for valid transactions via Cards, USSD Banking, Scan To Pay and Pay with Transfers acquired by the Bank subject to the right of the Bank to withhold payment in respect of fraudulent or suspicious transactions or as a set-off for any outstanding liability of the merchant.
C. The Bank shall not have any responsibility to verify the genuineness nor authenticity of any transactions initiated on the accounts under the Pay with Transfer Service on POS or the verification of the identity of any person(s) making the payments.
D. Opens on merchant’s behalf from time to time, accounts under the Bank’s Pay with Transfer Service, for the receipt of funds flowing from the Customer’s business.
E. The Bank has agreed to open such accounts on behalf of the Customer provided that the Customer provides the Bank with an indemnity against any loss, damages, claims, demands, actions, cost, expenses, fees, penalty, liability and solicitors fees arising out of or relating to fraud, negligence, or other illegal activity on the accounts and the Bank’s provision of the Managed Account Service.

COVENANTS BY THE MERCHANT: The Merchant shall:
A. Ensure that the Card is read on the terminal and appropriate authorization request granted by the Bank for all transactions save in cases of a prior written agreement granting floor limits and in such event all transactions above the floor limit must be authorized by the Bank. The merchant (including all its agents and employees) commits to operate the terminal to the full extent possible. Failure to comply with this practice will lead to the immediate cancellation of the contract. The Bank will regularly conduct audits to verify compliance with this mandated practice of use.
B. Agrees and confirms that it shall permit and accept payment by customers of the Bank using any of the services – Cards (including but not limited to Verve, Visa and MasterCard’s) USSD Banking, Scan To Pay (including but not limited to MASTERPASS or MVISA or NIBSS), Pay with Transfer.
C. Ensure that the Cardholder is present when the card is being processed and that the Cardholder verifies the transaction by entering his PIN on the POS terminal or PIN pad and that in the case of card not present transactions ensures its carries out all due diligence in line with CBN regulation.
D. Not under any circumstance ask the cardholder to disclose his PIN or procure the compromise of same.
E. Not under any circumstance process a refund. Every request for any form of refund or chargeback should be lodged with the customer’s Bank.
F. In line with regulatory standards, keep for not less than 120 days or such other period as the Bank may stipulate details of all transactions and documents including receipts, personal identification, etc., related to the cardholder and the transactions and upon the request of the Bank provide within 7 days or any sooner period such details and in case of failure to provide same for any reason whatsoever, bear all amounts/obligations/claims relating thereto and shall be bound to pay the Bank the amount or value of any such transaction plus all costs including attorney or solicitors fees.
G. Irrevocably and unconditionally undertakes and covenants that it shall at all times hereafter well and truly indemnify the Bank and keep the Bank fully indemnified against all losses, claims, demands, liabilities, actions, proceedings, damages, cost, fees and expenses which may be occasioned to the Bank on the accounts of the Bank’s provision of its services – Cards, USSD Banking, Scan To Pay and Pay with Transfer on the POS device.
H. Agree that in the event of any loss or liability to the Bank arising from the provision of the services on the POS terminal, the Bank may debit Customer’s account and/or appropriate sums therein or combine and set off against any funds due to the Customer coming into the Bank’s possession without any reference to the Customer.

3. AGREEMENT
A. The parties acknowledge that this Agreement has been signed by authorized person(s) who is/are fully empowered to sign it. The terms of any form, manual or written instructions or directives by the Bank including card security features shall be considered an integral part of this Agreement, and in case of any inconsistency with the provisions of this agreement the provision that achieves the best objective shall be applicable. The inapplicability of any clause/clauses of this Agreement for any reason shall not be considered as an abandonment or waiver of the term or any right thereof, and shall not affect the validity of the remaining terms.
B. No forbearance or indulgence by any party in enforcing any term or condition of this Agreement shall prejudice the party’s rights or powers under this Agreement and no waiver of any breach shall operate as a waiver of any subsequent or continuing breach.
C. The Merchant shall not assign or transfer its rights and obligations under this agreement without the prior written consent of the Bank.
D. This agreement shall be interpreted and enforced in accordance with the laws of Nigeria.
E. This agreement may be amended at the absolute discretion of the Bank and the amendment shall be binding on the Merchant 30 (thirty days from the date the Bank gives the Merchant written notice of such amendment.
F. Nothing contained in this Agreement shall operate to constitute a partnership or similar legal association between the Bank and the Merchant.

4. EXCLUSIONS
A. The Bank does not warrant or guarantee that the POS will perform optimally at all times. Downtimes or failure of or poor performance due to computer glitches, hardware or software failures or network failures generally may occur at any time. The Bank hereby disclaims liability for such failures or non-performance of the POS and will not be liable for any damages, direct, indirect or consequential including damages resulting from revenue loss, profit loss, use, data, goodwill, business disruption or any other causes whatsoever.
B. The applicable daily limit for all physical card transactions on the POS terminal is two million Naira. However, the limit may be amended without notice from time to time depending on regulatory guidelines and/or the Bank’s risk acceptance criteria.