General Terms and Conditions
1. Definition
“Applicable Law” means all applicable statutes, laws, ordinances, regulations, directives, codes, notices, by-laws, case law or other rule having the force of law in Nigeria or Buyer’s Jurisdiction.
“Buyer” means any company, individual or organisation entering into negotiations, ordering or contracting a Performance with RTA.
“Client” means the Buyer and any of its affiliates, assignees, employees, representatives, partners, clients or any later purchaser whose purpose is to benefit from a Performance.
“Contractual Documents” means (i) the purchase order issued by the Buyer to which RTA has confirmed its agreement in writing, (ii) the pro forma invoice (or the estimate, or the offer) issued by RTA to which the Buyer has indicated its approval, (iii) the Product sales or Performance contract duly signed by the Parties and/or (iv) any other document signed by a valid representative of RTA attesting to an agreement between RTA and the Buyer for a Performance.
“Performance” means any supply of Products and/or Services by RTA.
“Product” means any piece of document, digital platform, component, system, support element and/or any combination of any number of the aforementioned items which are ordered by the Buyer and/or delivered by RTA and/or identified in any Contractual Document as being part of (or intended to be part of) a supply by RTA.
“Performance” means any service offered or provided by RTA.
“Parties” means collectively the Buyer and RTA.
“RTA” means RegTech Africa
2. General Remarks
The Buyer acknowledges and accepts that RTA Performances are solely governed by the present General Terms and Conditions, unless there is an express written waiver signed by RTA.
3. Offers – Orders
All purchase offers and orders from Buyers are valid for fourteen (14) days as of their signature and become legally void if they are not accepted in writing by RTA and without reservation within that time-frame.
4. Pricing
The applicable price is the one stated in the Contractual Documents. Unless otherwise agreed, the price only covers the sales value of the Service provided (or of the Product supplied).
5. Payment
Unless there is an agreement to the contrary bearing the original signature of a legal RTA representative, all payments due to RTA must be made by bank transfer to the account provided by RTA on its pro forma invoice or sale offer in the currency stated on the invoices. Separate invoices will be issued by RTA for each Order in the English language and will be sent to Buyer only as pdf by email.
Unless otherwise agreed in writing, payment for purchase orders for goods and services will be made within 14 days from prompt receipt of RTA’s invoice. Payment by Buyer shall be without prejudice to any claim or rights which Buyer may have against RTA.
6. Force Majeure
If any of the Parties hereto is unable to perform its obligations under these Terms and such inability is caused by pandemics, epidemics, strikes, lockouts, Acts of God, floods, storms, labor dispute, rebellion, civil commotion, riot or military action, compliance with an order of a competent government authority or other circumstances comprehended within the term “force majeure” or other circumstances beyond the immediate control of the Parties, neither of the Parties shall be entitled to claim compensation from the other Party.
7. Intellectual Property
All logos, brands, photos and models appearing in RTA’s commercial documents, including its website, are its sole exclusive property. The Buyer acknowledges that no transfer of intellectual property rights takes place by way of any Performance. All rights remain the exclusive property of RTA. Any partial or full reproduction of the logos, brands, photos, or models, regardless of the media, and for any purpose whatsoever, is forbidden without the approval of RTA or of the holders of any related rights.
8. Confidential Information
Buyer understands that during work on the Order they may gain access to information that is confidential and/or proprietary to RTA and agrees not to use or propagate any such confidential information without prior written approval of RTA.
9. Source of Funds – Money Laundering
The Buyer guarantees to RTA that the funds used to pay for the Performance are not the result of money laundering, tax fraud, organised crime, corruption, an illicit traffic (for example, traffic in narcotics, arms or munitions, human beings or minerals) or terrorist activities. Neither party shall conduct its businesses in breach of applicable anti-money laundering, anti-terrorist financing laws, and all applicable human rights laws, and the parties shall take reasonable steps to ensure there is no modern slavery or human trafficking in the supply chains or in any part of their business and comply with all environmental laws (meaning any applicable law or regulation which relates to (i) the pollution or protection of the environment, (ii) the protection of human health, (iii) the conditions of the workplace or (iv) any hazardous emission or substance.
10. Language
The English version of these General Terms and Conditions will prevail over all translations which will only be provided for convenience.
11. Governing Law and Dispute Resolution
Unless specifically agreed otherwise, all disputes: arising out of or in connection with the Contractual Relationship(s) hereunder, shall be governed by either the law of the Federal Republic of Nigeria or by the applicable Law in the Buyer Jurisdiction.
12. Compliance with Data Protection Laws
Parties each undertake to comply with the data protection laws, regulations and implementation framework (including but not limited to the Nigeria Data Protection Regulation 2019 and the Central Bank of Nigeria Data Protection Regulation) in force in the Federal Republic of Nigeria in the processing of personal data and other relevant data obtained in the course of the performance of their respective obligations under these Terms.
