Last updated: September, 2022.
The Website and Services are owned and operated by Orchestrate and are being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Website or Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Orchestrate, and this Agreement governs your use of the Website and Services.
THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING MEDIATION AND ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTIONS 23 AND 24 BELOW FOR MORE INFORMATION.
1. ACCEPTANCE OF AGREEMENT
Please carefully review this Agreement before using the Website or Services, or accessing any data therein. If you do not agree to these terms, you may not access or use the Website or Services. To use Orchestrate website, or Services, you must be of legal age to form a binding contract with Orchestrate and not prohibited by law from using the Website or Services.
A. Orchestrate is a payment infrastructure platform that gives businesses and creators instant access to multiple payment providers/ methods globally with little or no code.
B. Consumer Partner is any person, company or associations across various sectors that requires the services of Orchestrate in the form of Partnership or otherwise.
C. Orchestrate is willing to partner with Consumer Partner to provide solutions that consolidates several payment methods/ options across the world in order to have access from one place.
D. The Parties have agreed enter into this Agreement for the purpose of documenting their common intention.
THE PARTIES HEREBY AGREE AS FOLLOWS:
2. DEFINITIONS AND INTERPRETATIONS
Unless expressly stated otherwise, in this Agreement, the following terms shall have the meanings set opposite them:
Means the backup of two (2) levels of security which must include delivery of a dynamic code in a card transaction.
Means, in relation to any Party, any entity in the same group as that Party, including but not limited to a subsidiary or a holding company of that Party and any direct or indirect subsidiaries of such holding company;
Mean individuals acting on behalf of Parties;
Means Application Programming Interface belonging to Orchestrate which is a documented specification of how systems should interact with each other to achieve the business objective of business process integration and automation for electronic payment and collection;
Includes but is not limited to all Nigerian legislation, law, regulation, code, guidelines, rules, policies and directives of any competent regulatory entity, including without limitation CBN and NIBSS requirements with respect to payments, data protection, data privacy and data security, or any successor legislation, law, regulation, code, guidelines, rules, policies and directives amending, consolidating or replacing such Applicable Law, that is applicable to the deployment or operation of the core IT Banking Solution as well as any Services to be provided with respect to this Agreement, and any court decision having the force of law in Nigeria;
Means any day other than Saturday, Sunday, or any other day on which banking institutions in the Territory are authorized by law or executive action to close;
Means a prepaid virtual and/or physical card issued by Issuing Bank, which is branded with one or more marks or signage of a Payment Scheme,
Means any authorised user of a card who uses the card to carry out a card transaction on the Payment Gateway;
Means all information relating to the Disclosing Party which is obtained, whether in writing, pictorially, in machine readable form or orally or by observation in connection with this Agreement, including but without limitation, financial information, know-how, processes, ideas, intellectual property (irrespective of its registrability or patentability status), schematics, trade secrets, technology, customer list (potential or actual) and other customer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature but does not include information which is known to the Receiving Party without any limitation or restriction on use or disclosure before receipt of such information from or on behalf of the disclosing party or becomes publicly available, other than as a breach of this Agreement, or becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction or any information required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority;
Means an end user customer that uses Orchestrate Services in the conduct of its business of selling goods or providing services to the Public;
Means the reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the Issuing Bank, Payment Scheme or other financial institution.
The reasons for the Chargebacks include (but are not limited to):
- the transaction amount not being authorized;
- the cardholder alleging:
- 1. non-participation in the transaction; or
- 2. non-authorization of the use of card; or
- 3. non-receipt of goods and/or services purchased;
- cancelled or uncompleted pre-authorized transaction; or
- suspected fraud on the card.
Means any one of the Parties under this Agreement who discloses Confidential Information to the other Party to this Agreement;
Means any and all fines, levies, costs, expenses, charges, assessments or imposition of liabilities of any nature which the Payment Schemes or other financial institution require either the Consumer Partner or Orchestrate to pay or which are otherwise directly or indirectly recovered from Orchestrate at any time and which relate to any aspect of this Agreement (including the provision of the Services hereunder).
“Intellectual Property Rights”
Means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or 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;
Means a financial institution that issues cards under the authority of the relevant Payment Scheme;
“Orchestrate Terms and Conditions”
Means collectively the terms and conditions set forth in this Agreement, as may be amended from time to time, including all exhibits, schedules and addendum thereto and the terms and conditions of the Payment Gateway on the website.
Means Getwallets LLC (otherwise known as Orchestrate) and the Consumer Partner;
Means the infrastructure and e-commerce service of Orchestrate that authorizes payments for Consumer Partner;
Means Visa, MasterCard, American Express, Discover® Global Network and any Affiliates thereof or any other card payment network (including any local schemes thereof) and/or such other schemes governing the issue and use of credit, debit, charge, purchase or any other cards or payment methods, as approved and notified by Orchestrate to the Consumer Partner in writing or on the Orchestrate websites from time to time;
“Payment Scheme Rules”
Means individually and collectively, any and all applicable rules, regulations, standards and operating guidelines issued by any Payment Scheme, as amended and restated from time to time;
Means the Payment Card Industry Data Security Standards;
Means the website or whatever means Orchestrate uses to render its services to Consumer Partner;
Means any person receiving Confidential Information from a Party under this Agreement;
Means a return of an amount to a Consumer Partner or the reversal of any other payment pursuant to a request or instruction from the Consumer Partner to Orchestrate;
Means any regulator or other public body having supervisory or regulatory authority over Orchestrate or the Consumer partner;
Means usage of Orchestrate services by the Consumer Partner
Means the Federal Republic of Nigeria;
“User Acceptance Test”
(UAT) means the last phase of testing of the Payment Gateway integration to ensure functionality according to specification; and
Means Value Added Tax
2.2 In this Agreement, a reference to:
- A document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the Parties;
- A statutory provision includes a reference to
- The statutory provision as modified from time to time (whether before or after the date of this Agreement); and
- Any subordinate legislation made under the statutory provision (whether before or after the date of this Agreement);
- A person includes a reference to any individual, body corporate, unincorporated association or partnership; and in the case of an individual, to that person’s legal personal representatives, successors or assigns;
- A clause or annex is, unless the context otherwise requires, a reference to a clause or annex to this Agreement;
- All references to the singular shall include the plural and vice versa;
- One gender shall include all other genders;
- The words “including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;
- An account means an account and any sub-accounts of that account and as each may be substituted, renewed, re-designated, replaced or renumbered;
- The clause headings in the Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
- Words and expressions defined in any sub-clause, shall for the purposes of the clauses of which the sub- clause forms a part, bear the meaning assigned to such words and expressions in that sub-clause;
- If any definition is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only contained in the interpretation clause;
- If any period is referred to in this Agreement by way of reference to a number of days, the days shall be reckoned exclusively of the first and exclusively of the last day except the last day falls on a Saturday, Sunday or public holiday in which case it shall be made on the previous Business Day; and
- A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
3. MODIFICATION OF THIS AGREEMENT
Orchestrate reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Website. You should check this Agreement on the Website periodically for changes. All changes shall be effective upon posting, and we will also revise the “last updated” date. Your continued use of the Website or Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Orchestrate may terminate, suspend, change, or restrict access to all or any part of the Website or Services at any time without notice or liability in its sole discretion.
4. CONSENT TO ELECTRONIC COMMUNICATIONS
4.1. Communications to Be Provided in Electronic Form.
By choosing to use the Website or Services, you may receive disclosures, notices, documents, and any other communications about the Website, Services, or Orchestrate (“Communications”) from time to time. We can only give you the benefits of our Services by conducting business through the Internet and, therefore, we need you to consent to receiving Communications electronically. We may discontinue electronic provision of Communications at any time in our sole discretion. If you do not consent to receiving all Communications electronically, or later attempt to revoke your consent, you will no longer be authorized to access the Website or use the Services.
4.2. Communications in Writing.
By accepting this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically, as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You will need a valid email address and sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
4.3. Updating Records.
As noted above, you can update your User Information (as defined in Section 12) by accessing your Orchestrate account and updating your User Information.
6. COMMENCEMENT AND DURATION
6.1. This Agreement shall commence from the date of the last signature (“Effective Date”) and shall continue for a period of twelve (12) months (“Initial Term”) unless any Party terminates the Agreement in accordance with this Agreement.
6.2. Upon expiry of the initial term, this Agreement shall automatically renew for successive one (1) year periods until terminated in accordance with this Agreement.
6.3. This Agreement shall be subject to yearly reviews in line with industry standards, governmental regulation, inflation and tariff charges.
7. OBLIGATIONS OF ORCHESTRATE
7.1. Orchestrate shall provide the following API services:
7.2. The Consumer partner will leverage on Orchestrate API to provide payment services to its customers
7.3. Orchestrate will provide the necessary information, data and support required for the integration of Consumer Partner into Orchestrate’s System.
7.4. Orchestrate will provide necessary technical and administrative support to all Consumer Partner staff as it relates to this Agreement.
7.5. Orchestrate shall disseminate information relating to technical updates on the APIs that may impact Consumer Partner operations.
7.6. Orchestrate shall provide escalation procedures for resolving any technical or operational issues.
8. OBLIGATIONS OF CONSUMER PARTNER
- Subject to the terms and conditions of this agreement, Consumer Partner shall pay the agreed fees as stated on the pricing on our website.
9. YOUR RESPONSIBILITIES
9.1. Communications to Be Provided in Electronic Form.
We have compiled a list of things you need to do to help us keep your Orchestrate account safe:
- It is your sole responsibility to keep your Orchestrate account safe: Security Details, PIN and any part of your account security should not be shared with anybody else or carelessly stored or disclosed under any circumstance.
- If you leave your Electronic Access Device without logging out, write your PIN down in a public space or share your details with anybody, We will not be liable for any errors, or results that may come of it.
- We will always use all reasonable efforts to keep the Platform and service safe, and your security settings will help us narrow it further down. However, if these issues arise due to carelessness with any part of your app or account security, there is very little we can do, and we will be relieved of any liability as regards the occurrence of a breach.
- If you believe or reasonably suspect that there is a fraudulent act, we haven’t caught (which should be easy since you get all notifications), it is your duty to notify us immediately. We will then investigate and report back to you through the most secure channel you provide to us.
- You are required to change your security options if you believe any part of your security has been compromised.
- When you notify us of your intention to change your password, PIN or security options, we will, with your approval, delete these details and allow you to set up new ones.
- After initial registration, we will not contact you (or ask anyone to do so on our behalf) with a request to disclose your log in details or transaction password/PIN. If you receive any such request from anyone (even if they are using our name and logo and appear to be genuine) then it is likely to be fraudulent and you must not provide your log in details to them under any circumstances. Also, you should report any such request to us immediately.
- Upon your registration or approval of certain services, you give us permission to deduct any fees we communicate or notify you on any transaction or service. If these fees change, you will be notified before consummating any transaction and given the option to opt out of this service.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each Party represents and warrants that:
- i. It has the legal capacity to execute, deliver and perform its obligations under this agreement;
- ii. It has taken all necessary corporate actions to authorize its entry into this agreement and has taken or will take all necessary corporate actions to authorize the performance of this agreement and to carry out the transactions contemplated by this agreement;
- iii. This agreement constitutes a legal, valid and binding obligation of the party, enforceable against it in accordance with its terms; and
- iv. It has the requisite skill, expertise and financial means to undertake its obligations and responsibilities under this agreement.
11. DATA PROTECTION
11.1 By opening this account, you consent to us processing your personal information:
We have compiled a list of things you need to do to help us keep your Orchestrate account safe:
- To provide products and services to you in terms of this agreement and any other products and services for which you may apply;
- To carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);
- In countries outside Nigeria where the products or services are being used and where such countries do not have the same data protection laws as applicable in Nigeria, we will, where possible, ask the receiving party to agree to our privacy policies.
11.2 The parties agree that they shall in respect of any data and/or proprietary information supplied by either party only act on instructions from each other regarding the processing of such proprietary information/data under this agreement and shall ensure that appropriate technical and organizational measures are taken against the unauthorized or unlawful processing of such proprietary information/data and against accidental loss, destruction, damage to, the proprietary information/data.
11.3 Any proprietary information/data provided by either party and used directly or indirectly in the performance of this agreement shall remain at all times the property of the party that supplied the proprietary information/data.
11.4 In the event of termination of this agreement, each party shall, when directed to do so, erase and instruct all its agents and subcontractors to erase a specific and or all information and data provided by either party and all copies of any part of the information and data provided as provided by either party.
11.5 Each party agrees to comply with applicable laws in relation to data protection.
12. USER INFORMATION ACCURACY AND UPDATES
12.1 To access the Services, you must create an account on the Orchestrate Platform (“Orchestrate Account”), including the creation of a Login ID and password and become a user (“User”).
12.2 You agree to provide accurate, current, and complete information—such as your name, company name, mailing address, and email address—as may be prompted during account registration, in connection with your use of the Services, or as otherwise requested by Orchestrate (“User Information”). You further xindicate that you are authorized to provide us with all User Information and other information you provide to us to facilitate your use of the Website and Services and for us to track all your activities on the dashboard.
12.3 Should you believe or have reason to believe that any of your User Information, including your Login ID and/or password, has been compromised, or that another person is or may be accessing your Orchestrate Account, you agree to change your password.
13. SUSPENSION OF SERVICES OR YOUR ORCHESTRATE ACCOUNT
We reserve the right to suspend your usage of the Platform or any of the Services immediately and without advance notice in the following instances;
- In order to maintain security;
- You have breached the terms and conditions;
- You give us false information at any time;
- We suspect fraud or an attempt at fraud;
- If there is suspicious activity on your account;
- You have not satisfied any anti-money laundering requirements;
- You are not eligible or entitled to use the Platform;
- You have broken the law or attempt to break the law;
- We receive notice of your mental incapacity, bankruptcy or death;
- There are system maintenance issues which need to be addressed promptly;
- New upgrades are being introduced to the Platform;
- If you stop holding any account, product or service in respect of which the Platform maybe used;
- We have legal obligations to do so. We will attempt to notify you, except it would compromise our security measures, or it is unlawful to do so, or impracticable within the circumstances.
14. CLOSING YOUR ORCHESTRATE ACCOUNT
You can deactivate or close your Orchestrate account any time you want. If you’d like to, please contact us (see how to contact us section). We will not charge you for cancellation and if you chose to stop using the Platform, you should ensure you uninstall the Orchestrate mobile application if you accessed the Platform via the mobile App
15. LIMITATIONS OF USE
15.1 You agree to use the Website and Services only for lawful purposes. You are prohibited from any use of the Website and/or Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Website or Services, including but not limited to unauthorized entry into Orchestrate’s systems, misuse of passwords, or misuse of any information posted on the Website or through the Services is strictly prohibited.
15.2 You agree that you will not (a) try to reverse engineer, disassemble, decompile, or decipher the Website, or the Services or software comprising the Website and Services, including but not limited to the Sandbox; (b) navigate or search the Website or Services with any tool, software, agent,
engine or other means (including bots, avatars, intelligent agents, or spiders); (c) use a means other than Orchestrate’s provided interface to access the Website, or the Services; (d) use the Website or the Services in a way that could impair, overburden, damage, or disable any portion of the Website or Services; or (e) mirror any material or content contained on the Website or the Services.
15.3 Orchestrate reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by any laws or regulations. Orchestrate also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the Website or the Services; (iii) suspending or terminating your ability to use the Website or Services on an ongoing basis; (iv) taking legal action against you; and/or (v) holding you liable for the amount of Orchestrate’s damages caused by any violation by you of this Agreement or any applicable law or regulation.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 The Website and the Services are owned and operated by Orchestrate. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “OrchestrateMaterials”) are owned exclusively by Orchestrate or its licensors or suppliers and are protected by Nigeria copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.
16.2 Nothing on the Website or about the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Orchestrate Materials displayed on the Website or the Services except as expressly set forth herein, without our prior written consent in each instance. You may not use, copy, display, distribute, modify, or reproduce any of the Orchestrate Materials found on the Website or Services unless in accordance with written authorization by us. Any questions concerning any Orchestrate Materials, or whether any mark or logo is a Orchestrate Material, should be referred to Orchestrate. All rights related to the Orchestrate Materials are hereby reserved.
16.3 You agree that the Orchestrate Materials may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Orchestrate. You acknowledge that the Orchestrate Materials are and shall
remain the property of Orchestrate. You may not modify, participate in the sale or transfer of, or create derivative works based on any Orchestrate Materials, in whole or in part.
We reserve the right to suspend your usage of the Platform or any of the Services immediately and without advance notice in the following instances;
- The Platform may be under constant upgrades, and some functions and features may not be fully operational during periods of upgrade or software maintenance.
- We disclaim any liability arising due to the vagaries that can occur in the electronic distribution of information.
- You acknowledge that third party services are available on the Platform. We may have formed partnerships or alliances with some of these third parties from time to time in order to facilitate the provision of certain services to you. However, you acknowledge and agree that at no time are we making any representation or warranty regarding any third party's services nor will we be liable to you or any third party for any consequences or claims arising from or in connection with such third party including, and not limited to, any liability or responsibility for, death, injury or impairment experienced by you or any third party. You hereby disclaim and waive any rights and claims you may have against us with respect to third party’s services.
- We do not, in any way, endorse any information or service offered or described on the Platform. In no event shall we be liable to you or any third party for any decision made or action taken in reliance on such information
- You assume all responsibility and risk with respect to your use of the Platform. The services are provided and available “as is,” and “as available”. You understand and agree that, to the fullest extent permitted by law, we disclaim all warranties, representations and endorsements, express or implied, with regard to the Platform, including, without limitation, implied warranties of title, merchantability, noninfringement and fitness for a particular purpose
- We do not warrant use of the Platform will be uninterrupted or error-free or that errors will be detected or corrected. We do not assume any liability or responsibility for any computer viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through the services.
- In no event, under no legal or equitable theory (whether tort, contract, strict liability or otherwise), shall we or any of our respective employees, directors, officers, agents or affiliates, be liable hereunder or otherwise for any loss or damage of any kind, direct or indirect, in connection with or arising from the use of the Platform / services or our agreement with you concerning the services, including, but not limited to, (i) the use of or inability to use the Platform, the service, or the content, (ii) any transaction conducted through or facilitated by the Platform; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Platform, the service and/or the content, (iv) unauthorized access to or alteration of your transmissions or data, or (v) any other matter relating to the Platform, the service, or the content, and any compensatory, direct, consequential, incidental, indirect, special or punitive damages, lost anticipated profits, loss of goodwill, loss of data, business interruption, accuracy of results, or computer failure or malfunction, even if we have been advised of or should have known of the possibility of such damages.
You agree to defend, indemnify, and hold harmless Getwallets LLC (Otherwise known as ‘Orchestrate’), its employees, officers, directors, agents, its affiliates and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights or claims, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
20. LIMITATION OF LIABILITY
Under no circumstances shall we, our licensors or any third party content/ service provider be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, loss profits, business interruption, loss data or otherwise) arising from or in connection with the performance of the services, your use of or inability to use the services, whether by a breach of contract, negligence, strict liability, malpractice or otherwise, even if such party has been advised of the possibility of such damages.
21.1 All notices and communications hereunder shall be in writing and shall be sent as follows:
For CONSUMER PARTNER, to any address and contact as may have been provided by Consumer Partner or maybe seen in the website or any means of contact of Consumer Partner.
21C Akin Ogunlewe Road,
Victoria Island, Lagos, Nigeria
Attention: Jerry Enebeli (Chief Executive Officer)
Email address: email@example.com
Or to another person, address specified by a Party by written notice to the other Party.
22. LIMITATION OF LIABILITY
We will use our best efforts to resolve any issue that may arise from the use of the Platform. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. In the event we cannot resolve a dispute between us, you agree that all matters related to any use or access to the Platform or the services shall be referred to Mediation.
No Class Actions.
NO MEDIATION OR ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Except where it is consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section shall be determined exclusively by a court and not by the administrator or any arbitrator.
23. GOVERNING LAW
23.1 These Terms and your use of the Platform shall be governed by the laws of the Federal Republic of Nigeria, without giving effect to the principles of conflict of laws. Any difference, dispute or deadlock arising at any time between the Parties in relation to any matters referred to in, arising from or in connection with, this Agreement or, without limiting the generality aforesaid, any breach thereof or its validity, or the legal interpretation to be applied thereto (“Dispute”), shall first be settled by direct consultations between the Parties with a view to resolving it in the normal course of business, an option of electronic meeting to resolve disputes could be explored, failing which it shall be referred to a single Mediator agreed to or appointed by the Parties.
23.2 In the event that Parties are unable to agree on a single Mediator within thirty (30) days after which a Party has requested that such Dispute be referred to mediation, any of the Parties shall be entitled to request the appointment of an Arbitrator by the Chairperson of Chartered Institute of Arbitrators (UK), Nigerian Branch, who in making his/her appointment, shall have regard to the nature of the Dispute in question and appoint an Arbitrator who is experienced and skilled in the area of dispute. The Arbitration shall be held in Lagos, Nigeria, and shall be conducted in the English Language. The Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004 and the Rules or any amendments made pursuant thereto. The decision of the Arbitrator shall be binding on the Parties and Parties agree to be bound by it.
24.1 Each Party shall be entitled to terminate this Agreement in the following events:
24.1.1 Should any Party (“Defaulting Party”) hereto commit a material breach of any representation, warranty, term or condition under this Agreement (a “Default”), the other Party (“Non-Defaulting Party”) shall promptly give to the Defaulting Party written notice specifically describing the Default (a “Default Notice”). The Defaulting Party shall have thirty (30) business days after a receipt of a Default Notice to correct or cure such Default (the “Cure Period”). If after the expiration of the Cure Period the Defaulting Party has not corrected or cured the Default, then the Non-Defaulting Party may terminate this Agreement by written notice of termination to the Defaulting Party, which termination shall be effective sixty (60) days from the receipt of such notice of termination by the Defaulting Party.
24.1.2 Any distress, execution, sequestration, or other process is levied or enforced upon the other Party, and is not discharged within twenty-one (21) days.
24.1.3 Any meeting of creditors of the other Party is held or arrangement of composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to the other Party.
24.1.4 A petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administrative order, the winding-up, insolvency, or dissolution of the other Party.
24.2 Either Party may terminate this Agreement by giving sixty (60) days written notice to the other Party provided that such termination howsoever caused shall not affect any rights, liabilities or obligations which may have accrued prior to the date of the termination.
24.3 Upon termination of this Agreement, Consumer Partner shall immediately return all property to Orchestrate.
Any part or provision of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. If the invalidity of any part or provision of this Agreement shall operate to detract from giving effect to the overarching objective, the Parties shall negotiate, in good-faith, to develop a structure the effect of which is nearly as possible the same as the effect of this Agreement without regard to such invalidity.
26. EXECUTION IN COUNTERPARTS
This Agreement is made in counterparts with one copy to Consumer Partner and the other to Orchestrate.
27. RELATIONSHIP OF PARTIES
This Agreement does not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.
28. FORCE MAJEURE
The Parties agree that a Party shall not be responsible to the other Party for any losses arising out of failure to meet its obligations under this Agreement due to any act of God, act of governmental authority, unionism, act of the public enemy/political unrest or due to war or terrorism, the outbreak or escalation of hostilities, riot, civil commotion, insurrection, severe or adverse weather conditions, or other similar cause beyond the reasonable control of the Party so affected at the time such causes arise (“Force Majeure Event”). The affected Party shall notify the other Party of any Force Majeure Event and shall use all reasonable endeavours to mitigate the effects of such Force Majeure Event. During the period of the force majeure, both parties may continue fulfilling such obligations which are not affected by the Force Majeure Event. Notwithstanding the above, in the event where the Force Majeure Event abates, the Parties shall continue the fulfilment of their respective obligations as stated in this Agreement.
29. DATA USE RULES
Each Party’s data belongs to the Party and each Party is solely responsible for the commercialization of its data outside of this Agreement. Both Parties agree not to store or use the data shared or obtained from either Party for commercial purposes.
This Agreement may not be transferred or assigned by either party without the prior written consent of the other party.
You agree that if Orchestrate does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Orchestrate has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.
32. ENTIRE AGREEMENT
We reserve the right to modify or amend this Agreement at any time.