POS SERVICE AGREEMENT

BETWEEN

FLUTTERWAVE TECHNOLOGY SOLUTIONS LIMITED

(FLUTTERWAVE)

AND

NAME OF COMPANY
(COMPANY)

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POS SERVICE AGREEMENT

THIS AGENT AGGREGATOR AGREEMENT is made this ….. day of ……. 20…. between

FLUTTERWAVE TECHNOLOGY SOLUTIONS LTD, a limited liability Company

incorporated in Nigeria and having its registered office at Plot 8, Providence Street, Lekki
Phase 1, Lekki, Lagos. (hereinafter referred to as “Flutterwave” which expression shall where
the context so admits include its successors–in–title and assigns) of the one part;

and

NAME OF COMPANY, a registered/unregistered business enterprise in Nigeria having its

operating business office at …………………………………………………….. (hereinafter
referred to as “The Company” which expression shall where the context so admits, include its
successors–in-title and assigns) of the other part.

The parties mentioned above, are hereinafter jointly referred to as the “Parties” and individually
as a “Party”.

WHEREAS;

1. FLUTTERWAVE is an integrated payment and transaction processing company that

provides technology integration, advisory services, and transaction processing and payment
infrastructure to merchants and corporate organizations across various sectors including
providing payment services on Point of Sale Terminals (POS).
2. The Company is a ……………………………………….
3. The Company desires to partner with Flutterwave as an agent aggregator to recruit agents
and/or aggregators and provide agency banking services to its agents across Nigeria.
4. The Parties hereby enter into this Agreement to govern their relationship in respect of the
services contemplated by the Parties as set out in this Agreement.

DEFINITION

The following words and phrases shall have the meaning assigned to them, except where the
context shows that another meaning was intended:

(a) “Acquiring Bank” means the Bank where merchant fund is deposited under the system. In
this context “acquirer”
(b) “Cardholder” means any legal entity or natural person to whom a payment card is issued
and whose account will eventually be debited for settlement of transactions performed with
the payment card.
(c) “Company” means …………………………………………………

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(d) “Hot list” means list of deactivated cards that were reported missing, stolen, lost or damaged
by the card holders.
(e) “Issuing Bank” means Banks or financial institutions that have issued payment cards to their
customers.
(f) “Merchants” means the Company’s agents carrying out agency banking services leveraging
Flutterwave’s agency banking infrastructure.
(g) “Payment Card” Any debit or credit card issued by any Bank.
(h) “Payments Terminal Service Aggregator (PTSA)” means Nigeria Interbank Settlement
System (NIBSS). All POS terminals operating in Nigeria must be connected to the Payment
Terminal Service Aggregator.
(i) “Payments Terminal Service Provider (PTSP)” means an entity licensed by the Central
Bank of Nigeria (CBN) to deploy, maintain, and provide support for POS terminals in
Nigeria. PTSPs shall offer services to acquirers covering all aspects relating to terminal
management and support, including but not limited to purchase and replacement of spare
parts, provision of connectivity, training, repairs, and development of value-added services,
amongst other things.
(j) ‘’POS’’ Point of sale terminal, the equipment or device used for accepting payment card as a
means of payment or otherwise used for processing card transactions.
(k) ’This Agreement’’ means the Agreement made between the Company and Flutterwave
together with any modification or amendments thereto including any Schedule hereto.
(l) ‘’Transactions’’ means all transaction done on the point-of-sale terminal or agent mobile
APP at agent’s location and processed through Flutterwave agency banking infrastructure.

2.0 OBLIGATIONS OF FLUTTERWAVE;

Flutterwave shall:

2.1 deploy and/or support POS terminals as will be agreed with the Company
through a CBN licensed Payment Terminal Services Provider (PTSP).
2.2 ensure that where POS terminals are purchased from Flutterwave, POS terminals
are deployed to the Company or its Merchant’s location(s) and shall accept all
payment cards (card agnostic).
2.3 ensure that the POS terminals are connected to the Payments Terminal Service
Aggregator.
2.4 in conjunction with banks and other stakeholders, Flutterwave shall ensure
resolution of disputed transactions between the Merchant and the cardholder
within five (5) business days.
2.5 Set-up the agreed transaction fee and pricing as agreed by both parties.
2.6 Settle bills payment and value-added service as agreed in the commission/charge
schedule in Appendix A.
2.7 liaise with the PTSP to ensure that faulty POS terminals are attended to within
the scheduled time of 24 hours for Lagos and 72 hours for locations outside
Lagos, subject to the availability and support of the PTSP.
2.8 provide training to the Company on POS terminal usage.

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2.9 use its best endeavours to ensure the system functions optimally and in
accordance with acceptable industry standards.
2.10 inform the company of any change or system upgrade or maintenance at least 72
hours before such upgrade/maintenance is carried out on the system except it is
an emergency upgrade/maintenance which could affect transaction processing; in
such instance the company should be informed as soon as possible.

3.0 OBLIGATIONS OF THE COMPANY

The COMPANY shall:

3.1 Leverage Flutterwave’s infrastructure for agent transaction processing.

3.2 ensure that its merchants/agents have the capacity to meet the obligations
imposed on the Company under this agreement.
3.3 take reasonable steps to ensure that the merchants/agents utilize the POS at their
respective locations in the way and manner prescribed by the parties.
3.4 ensure that merchants obtain and maintain in force for the duration of this
Agreement, all licenses, permissions, authorizations, consents and permits
required to operate a legal business of the nature captured under this Agreement.
3.5 ensure that the merchants accept all payment cards as a payment option.
3.6 take reasonable steps to ensure that the POS terminal is used for the legal purpose
prescribed and, in the manner, and with the skill prescribed by the manufacturers.
3.7 authorize the merchants to refuse to accept payment by means of an electronic
payment instrument, including payment with cards, if:
a) The electronic payment instrument is invalid;
b) Notification of loss, missing, stolen or damaged has been made of the
electronic payment instrument;
c) The cardholder refuses to present a document confirming his/her identity in the
event of suspicious/unauthorized use of electronic payment instruments.
3.8 ensure that the merchant form is properly completed and where required by
Flutterwave, shall provide to Flutterwave the registration particulars and other
documents for each Merchant. Flutterwave may request merchant information if
needed for internal transaction monitoring, regulatory, fraud investigation, audit
purposes or required by a law enforcement agency.
3.9 notify Flutterwave if any of the POS Terminal at a merchant location is damaged
or stolen so that Flutterwave can stop communication on the stolen or damaged
POS Terminal.
3.10 take reasonable steps to ensure that where POS terminals are provided by
Flutterwave, the merchants keep the POS safe and shall bear the cost of loss,
where the POS terminal cannot be located.
3.11 ensure that merchants allow the PTSP or its authorized representatives to have
access to the terminal for routine support, repair and or replacement.

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3.12 take reasonable steps to ensure that all the POS terminals are not used for
fraudulent activities and shall be held liable for frauds with the card arising from
its negligence or connivance.
3.13 ensure that all the terminals are carefully maintained and secured against
damages and theft in locations.
3.14 take reasonable steps to ensure that merchants do not tamper with the hardware
or application loaded on the POS terminal.
3.15 take reasonable steps to ensure that merchants do not move POS terminal from
the point of installation without prior written notice to the Company and
Flutterwave.
3.16 ensure all merchants obtain KYC documents (e.g., National Identification Card,
Drivers License, International Passport, Voter’s card) from customers for
transactions in excess of N500,000.00 (One Hundred Thousand Naira only) or its
equivalent in any currency.
3.17 ensure that subject to the filling of appropriate forms required for merchant set-
up, a match check is conducted on the merchant to verify good track record
before the merchant is set up.
3.18 provide continuous training of merchants on POS terminal usage at merchants’
locations.
3.19 where possible, take reasonable steps to ensure that merchants install a CCTV at
the payment point.
3.20 take reasonable steps to ensure that merchants check card security features prior
to completing any transaction. Such check shall include but not be limited to
comparing card number on the card with the card number on the POS receipt or
voucher.
3.21 take reasonable steps to ensure that merchants compare the card number and
name on the card with the number displayed on the POS terminal. If the number
differs, merchant shall contact the Company or Flutterwave or the issuing Bank
or both for instructions.
3.22 ensure that merchants keep details of all transactions and documents including
but not limited to receipts, personal identification etc. related to the cardholder
and the transactions, for not less than 120 days or such other period as
Flutterwave may stipulate from time to time. Upon Flutterwave’s request,
merchant shall provide the details and documents of all or specified transactions
within 7 days from the date of receipt of the request. In the event of failure,
refusal or neglect to provide such details and documents within the stipulated
period without raising an objection, appeal or opposing by any factual means, the
Company shall bear all liabilities relating thereto, and shall be bound to pay
Flutterwave the value of such transactions plus all costs including solicitors’ fees.
3.23 take reasonable steps to ensure merchants does not under any circumstance ask
the cardholder to disclose his PIN.
3.24 the Company agrees that Flutterwave shall not be bound to monitor or verify the
utilization of the POS. However, Flutterwave may from time-to-time request that

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the Company provides it with information regarding the utilization of the POS
where the POS terminal is deployed by Flutterwave.
3.25 perform such other functions and take such other steps as are reasonably
necessary for the effective operation of the scheme and overall safety of the POS.

4.0 DEPLOYMENT CONDITION

4.1 Flutterwave and the Company have agreed to deploy and utilize the terminals
under the following deployment condition:
i. Withdrawal Fee: 0.40% of Transaction Amount (capped at N80)
ii. Deposit/Transfer: N10 flat
iii. POS Processing Fee: N15,000 per POS terminal
iv. Daily Withdrawal Value: N100,000 per POS
v. Daily Withdrawal Count: 15 - 20 transactions
vi. Active Agents Ratio: Above 80%

4.2 The Company has granted Flutterwave the authority to debit its wallet with
Flutterwave for any shortfall in revenue, where the company fails to achieve the
agreed transaction value and count set forth in Clause 4.1, upon which the
transaction fee and pricing was set.

5.0 TERM

This Agreement shall commence from the date of the last signature (the “Effective Date”)
and shall continue for an initial term of one (1) year unless terminated in accordance with
the terms of this Agreement. Upon expiry of the initial term, this Agreement shall
automatically be renewed for successive one-year periods until terminated in accordance
with this Agreement.

6.0 TERMINATION

6.1 Either Party may terminate this Agreement during the current term for any reason, by
giving Thirty (30) days’ prior written notice to the other Party.

6.2. Either Party may terminate this Agreement with immediate effect by notice in writing to
the other Party if the other Party is placed under provisional or final liquidation (otherwise
than for the purpose of reconstruction or merger) or under provisional or final receivership or
judicial management, or if that Party becomes insolvent or compromises or attempts to
compromise with its creditors.

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6.3. Except otherwise stated in this Agreement, if the defaulting Party fails to take steps
reasonably satisfactory to the aggrieved party to remedy the breach of any of the defaulting
Party’s obligations under this Agreement within 10 business days of receipt of a notice from
the aggrieved Party specifying the nature of the breach and calling for it to be remedied, the
aggrieved Party shall be entitled, without prejudice to any other remedy available to it under
this Agreement or in law, to terminate this Agreement; PROVIDED that if the defaulting
Party breaches the same provision of this Agreement more than once in any 6 month period,
the aggrieved party will be entitled to terminate this Agreement forthwith on notice in writing
to the defaulting Party.

6.4. Except as otherwise expressly provided herein, upon the termination of this Agreement,
all rights and obligations contained herein shall forthwith cease, without prejudice to the
rights and obligations relating to the period prior to such termination and any continuing
obligations or liabilities under this Agreement or in law.

7.0 CONFIDENTIALITY

7.1 Each Party acknowledges that certain confidential information about the other Party may
be obtained in the course of this Agreement. The Parties recognize that such confidential
information is valuable to the other and undertakes to keep the confidential information secret
and use or reproduce such information, solely for the purpose of performing its obligations
under this Agreement.

7.2 Either Party may disclose Confidential Information on a need-to-know basis to:
a. their legal and other professional advisers in order to advise them in relation to their
rights under this Agreement; and
b. to the extent required by law or by a lawful requirement of any government or
governmental body, authority or agency or in connection with legal proceedings relating to
this Agreement, subject to the disclosing party giving the other party sufficient notice of any
proposed disclosure to enable that party to seek a protective order or other remedy to prevent
the disclosure.

7.3 Either party may disclose Confidential Information to their employees and/or contractors
solely for the purpose of performing their obligations under this Agreement and subject to the
disclosing party imposing on such person’s obligations of confidentiality which are no less
onerous than those imposed on the parties under this Agreement.

7.4 The obligations of confidentiality imposed by this Agreement shall survive the
termination of this Agreement for a period of two (2) years.

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7.5 Confidential Information shall not include:
(i) any information which is generally publicly known or publicly available;
(ii) any information which can be shown by documentary evidence to have
been known to either party prior to its disclosure, or
(iii) Any information received from a third party not under an obligation of
confidentiality.

8.0 VARIATION
No variation or amendment of this Agreement or oral promise or commitment relating thereto
shall be valid unless the same is agreeable to both parties, reduced to writing, and signed for and
on behalf of both Parties.

9.0 ENTIRE AGREEMENT

This Agreement constitutes the entire and only Agreement between the Parties hereto relating to
the subject matter hereof, and supersedes and cancels all previous Agreements, negotiations,
commitments and/or representations made between the Parties hereto, either oral or in writing,
which conflict with this Agreement.

10.0. NON-EXCLUSIVE AGREEMENT

The Parties agree that this is a non-exclusive agreement, and nothing in this Agreement shall
prevent Flutterwave from providing this Service or a similar service to any other competing
company, and nothing shall prevent the Company from obtaining this Service or similar service
from any other provider.

11.0 ASSIGNMENT 
Neither this agreement nor any right or obligations hereunder shall be assigned or transferred to
any third party without the prior written consent of either Party, such consent not to be
unreasonably withheld.

12.0 DISPUTE RESOLUTION & ARBITRATION

12.1 Any difference, dispute or deadlock arising at any time between the Parties in relation to
any matters referred to, 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.
12.2 If negotiations under Clause 11.1 of the Agreement do not resolve the matter within 15
business days of receipt of a written invitation to negotiate, the parties shall refer the
dispute to mediation before an independent Mediator appointed by the Lagos State Multi-
Door Court House (LMDC) upon a written request by either Party setting forth the subject

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of the dispute and the reliefs sought. The Parties covenant to cooperate with LMDC in
scheduling the mediation proceedings which shall be subject to the LMDC Guideline.
12.3 If the resort to mediation above also fails to resolve the dispute(s), the parties shall refer the
dispute to litigation.
12.4 The provisions of this clause are severable from the rest of this Agreement and shall remain
in effect despite the termination of or invalidity of this Agreement for any reason.

13.0 NO PARTNERSHIP
It is expressly agreed that it is not the purpose or intention of this AGREEMENT to create,
nor shall the same be construed as creating any partnership or joint venture or joint
operation between the Company and Flutterwave.

14.0.NOTICES
All notices and communications hereunder shall be in writing and shall be sent as follows:
To:
Flutterwave Technology Solutions Ltd
8, Providence Street, Lekki Phase 1, Lekki, Lagos.
Attention: MD/CEO
Email address: [email protected]

Name of Company
[Insert Company Address]
Attention: MD/CEO
Email address:

15.0 FORCE MAJEURE

15.1 For the purposes of this Agreement "Force Majeure" means, in relation to either Party, any
circumstances beyond the reasonable control of that Party (including, without limitation, any
strike, lock-out or other form of industrial action).
15.2 If any Force Majeure occurs in relation to either party which affects or may affect the
performance of any of its obligations under this Agreement, it shall forthwith notify the other
Party as to the nature and extent of the circumstances in question.
15.3 Neither Party shall be deemed to be in breach of this Agreement, or shall otherwise be
liable to the other, by reason of any delay in performance, or the non-performance, of any of its
obligations under, to the extent that the delay or non-performance is due to any Force Majeure of
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which it has notified the other Party, and the time for performance of that obligation shall be
extended accordingly.
15.4 If the performance by either Party of any of its obligations under this Agreement is
prevented or delayed by Force Majeure for a continuous period in excess of two (2) months
following the notice referred to in clause 14.2, the Parties may terminate this Agreement without
penalty or enter into bona fide discussions with a view to alleviating its effects, or to agreeing
upon such alternative arrangements as may be fair and reasonable.

16.0 SEVERABILITY

If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in

whole or in part for any reason, such illegal, unenforceable, or invalid provision or part(s) thereof
shall be struck from this Agreement, and such provision shall not affect the legality,
enforceability, or validity of the remainder of this Agreement, and the provision struck off shall
be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar
in tenor to the provision struck off as is legally possible.

17.0 REPRESENTATIONS AND WARRANTIES

The Parties warrant hereunder that: -
(a) They are corporate bodies in good standing, duly organized and validly existing
under the laws of the Federal Republic of Nigeria.
(b) They have all corporate power and legal authority to enter into and perform
their obligations under this Agreement.
(c) They have financial capability, technical competence and requisite expertise in
the industry to undertake the services.
(d) There are no conditions, events, occurrences or other circumstances that might
materially adversely affect their ability to carry out their obligations under this
Agreement.
(e) Execution and performance of this Agreement will not contravene any
provision of, or constitute a default under, any law, its constitutional documents
or other agreement to which they are Parties; and
(f) They will perform their obligations hereunder in a professional and work-man-
like manner, consistent with international industry standards reasonably
applicable to such services.

18.0 INDEMNIFICATION

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18.1 The Company hereby agrees to indemnify and keep indemnified and hold harmless
Flutterwave on full indemnity basis against any direct losses, liabilities, costs and
expenses incurred by Flutterwave in connection with this Agreement either as a
result of the assertion of any claim, by any person or entity, or which are attributable
to the Company and/or merchant’s negligence, fraud or misconduct, breach of a
provision of this Agreement or any warranty, third party intellectual property rights,
including any breach occasioned by the Company’s agents, representatives,
contractors or personnel’s defaults.

18.2 Flutterwave hereby agrees to indemnify and keep indemnified and hold harmless the
Company on full indemnity basis against any direct losses, liabilities, costs and
expenses incurred by the Company in connection with this Agreement either as a
result of the assertion of any claim, by any person or entity, or which are attributable
to Flutterwave’s negligence, fraud or misconduct, breach of a provision of this
Agreement or any warranty, third party intellectual property rights, including any
breach occasioned by Flutterwave’s agents, representatives, contractors or
personnel’s defaults.

19.0 LIABILITY
19.1 The liability of the Company under this Agreement shall not be limited.
However, a party shall be entitled to claim damages in any event where the other
party is found liable by reason of acts, omissions or negligence on its part. The
degree of liability shall be as reasonably determined by the mediator or by an
assessor appointed by the mediator.

19.2 In no event shall Flutterwave be liable to the Agent Aggregator in excess of any
amount that has accrued to Flutterwave from the Services provided by virtue of
this Agreement, in the month immediately preceding the date the first such claim
arises.

20.0 NATURE OF AGREEMENT

20.1 Each Party acknowledges that, in entering into this Agreement, it does not rely
on any representation, warranty or other provision except as expressly provided
in this Agreement, and all conditions, warranties or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.
20.2 No failure or delay by either Party in exercising any of its rights under this
Agreement shall be deemed to be a waiver of that right, and no waiver by either
Party of a breach of any provision of this Agreement shall be deemed to be a
waiver of any subsequent breach of the same or any other provision.
20.3 If any provision of this Agreement is held by any court or other competent
authority to be invalid or unenforceable in whole or in part, the other parts of the

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Agreement shall not be affected and shall continue to remain in full force and
effect.

21.0 APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the
Federal Republic of Nigeria.

IN WITNESS WHEREOF Flutterwave and the Company have caused this Agreement to be
executed by their duly authorized representatives.

For and on behalf of Flutterwave Technology Solutions Ltd:

Name: …………………………………….. Name: ………………………………
Designation: …………………………….. Designation:………………………..

Signature: ………………………………… Signature:…………………………..

Date: ……………………………………… Date:………………………………..

For and on behalf of Name of Aggregator:

Name: …………………………………….. Name: ………………………………
Designation: …………………………….. Designation:………………………..

Signature: ………………………………… Signature:…………………………..

Date: ……………………………………… Date:………………………………..

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APPENDIX A

BILLS PAYMENT/VALUE ADDED SERVICE COMMISSION/CHARGE SCHEDULE

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14

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15

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16

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