Point of Sale Terminals Terms of Service

Definitions

• User(s) means a person or entity who successfully subscribes to the Application. The term User shall include the said User's personal representatives, successors in title and assigns as well as persons acting with the User's authority such as servants or employees.
• Users Locations means the physical location or place used by the User to conduct business as stated in User's biodata information.
• Users Wallet means a digital account on the Nomba (formerly Nomba) Mobile Application that, when funded, allows the User to access the Services.
• Agreement means these POS Terms and Conditions.
• Application means the Nomba (formerly Nomba) Mobile Application.
• Card Holder means an individual or company issued with a payment card linked to an account at a licensed financial institution who uses the card to effect a transaction on the Terminal(s).
• Commencement Date means the date the Terminal(s) is linked to the User's Wallet.
• "Nomba", "we", "us", "our" means Nomba Financial Services Limited and where applicable, its employees, officers and authorized agents.
• Caution Fee means the POS Lease fee as communicated by us from time to time, and paid by the User before the issuance of Terminal(s). CBN means the Central Bank of Nigeria.
• Return Fee / Depreciation Fee means the fee payable for the value of the POS device minus all of the accumulated loss in usage. Depreciation fee is calculated from the receipt of the Terminal and at:
  • Month 1: 75%
  • Month 2: 50%
  • Month 3: 25%
• Hot list means list of deactivated cards that were reported missing, stolen, lost or damaged by the card holders.
• Issuing Bank means Banks or financial institutions that have issued payment cards to their Customers.
• Lease Application means the request for a POS initiated by a User via the Application. Payment Card: any debit card issued by any Financial Institution in Nigeria.
• Payment Terminal Service Aggregator / PTSA means the Nigeria Inter-Bank Settlement System, the entity mandated to, among others, act as the Automated Clearing House and payment terminal service aggregator and the Central Switch for Nigeria.
• Payment Terminal Services Provider / PTSP means a CBN licensed entity responsible for the deployment, maintenance and support of payment terminals on behalf of acquiring banks.
• POS: Point of sale terminal.
• POS Lease means an arrangement whereby the User 'leases' the POS terminal from Nomba and subject the payment of the Caution Fee as stipulated / communicated from time to time via the Application.
• Terminal(s) means the point of sale devices running on the approved software supplied by the Company to the User to facilitate payments at the User's Locations.
• Transactions means all transactions done through the point of sale terminal.

Services

Nomba may in its absolute discretion, and subject to the Lease Application by a User, deploy its Terminals to the User as it deems fit. Nomba may lease a Terminal to a User subject to the fulfillment of the prerequisites as communicated to the User from time to time including but not limited to set transaction thresholds and the payment of the lease sum.

Nomba may also at his discretion and subject to additional terms and condition distribute its POS through designated partners and aggregators subject to additional terms and the payment of the Lease sum by the said partner.

Ownership

The Terminal(s) remain the property of Nomba, but the responsibility for the Terminal shall remain with the User irrespective of the caution fee paid by the User.

Terminals received by a User through any designated partner in Clause 2 above may be returned through the designated partner or directly to Nomba. Notwithstanding Nomba shall not be liable to any such User in lease fees not directly paid to it and consequently the relevant clauses on Depreciation and Return Fee may not be applicable.

The User must obtain a Terminal Received Voucher (TRV) from Nomba certifying the condition of the Terminals upon return/surrender of the Terminal(s) to Nomba.

Where the User obtains a TRV from Nomba certifying that the Terminal(s) returned/surrendered is in good condition, Nomba shall pay the Return Fee paid by the User subject to depreciation and logistics costs. Depreciation is calculated from the receipt of the Terminal and as specified above i.e. Month 1 at 75%, Month 2 at 50% and Month 3 at 25%. For clarification purposes, a User shall not be entitled to any Return Fee after four months from the receipt of the Terminals.

Point Of Sale (POS) / Transaction Fees

The transaction fees payable by the User shall be a percentage of each Transactions or a flat fee per Transaction as decided by Nomba and communicated from time to time.

The transaction fee shall be paid to Nomba and this will be directly deducted from the User's Wallet with Nomba.

The transaction fees payable by the User may vary subject to the transaction sum.

Terminal Location

The Terminal(s) shall be used and located only at the User's site(s) stated in the User's biodata information as the User's primary or secondary location or as communicated to Nomba in writing from time to time.

The User must at all times know the location of the Terminal(s). Nomba shall conduct spot checks to ensure this condition is adhered to. Any re-locations must be approved by Nomba in writing.

Subcontracting of Terminals to third parties is strictly prohibited, and Nomba shall only recognize the registered/ Mapped User.

Nomba reserves the right to immediately retrieve/recover all of its Terminals should the Terminal be subcontracted to a third party, be used at any other site or location contrary to the location stated herein or be used for any business other than as expressly permitted by this POS Terms and Conditions.

User's Obligations

As regards each POS Device the User shall:

• Promptly honour, without discrimination, all valid Payment Cards.
• Be authorized to refuse to accept payment by means of an electronic payment instrument, including payment with cards, if: the electronic payment instrument is invalid; a notification of loss, missing, stolen or damaged has been made of the electronic payment instrument; the cardholder refuses to present a document confirming his/her identity in the event of suspicious / unauthorized use of electronic payment instruments.
• Reject any unsigned electronic payment card for Transactions.
• Ensure valid identification cards under the Know Your Customer (KYC) Policy document (i.e. National Identification Card, Driving License, International Passport) are obtained from customers for Transactions in excess of N200,000.00 (Two Hundred Thousand Naira only) or its equivalent in any currency.
• 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.
• Keep for not less than 120 days or such other period as Nomba may stipulate from time to time details of all Transactions and documents including but not limited to receipts, personal identification etc related to the cardholder and the Transactions and upon the request of Nomba provide within 7 days from the date of such request such details and documents.
• In case of failure, refusal or neglect to provide such details and documents for any reason whatsoever upon the request of Nomba, the User hereby indemnifies Nomba against all losses, claims, demands, liabilities, actions, proceedings, damages, cost, fees and expenses arising as a result of non compliance and shall be bound to pay Nomba the amount or value of any such losses, claims, demands, liabilities, actions, proceedings, damages, cost, fees and expenses costs including attorney or solicitors fees.

The User shall ensure Terminals shall only be operated by staff nominated and authorized by the User.

The Users' customers shall not in any way be permitted to operate the Terminal.

The User shall report all suspicious Transactions to Nomba not later than 12 hours after the same or before 12 noon on the next working day.

The User shall display the payment device conspicuously enough for the cardholder to observe the amount entered into the device before the cardholder enters his/her PIN and shall ensure that the "card never leaves sight of cardholder" rule is strictly observed.

Unless otherwise specified, the User agrees to retain and provide, at Nomba's request, copies of all Sales and Credit Slips and all Card Transactions' records.

The User shall be required to take good care of the Terminal and keep it away from any possible contact with fluids, food or materials which may damage its functionality and immediately notify Nomba if the POS Terminal is damaged or stolen.

The User will be liable for the full repair or replacement costs of a Terminal that is damaged, lost or misplaced whilst in the Users' custody, as result of the Users negligence and subject to the provision of section 3(c) above. A schedule of costs is available from Nomba upon request.

The User shall allow Nomba and parties authorised by Nomba to have access to the Terminal for routine support, repair and or replacement.

The User shall ensure that Terminals are not used for fraudulent activities and shall be held liable for frauds arising from its negligence or connivance.

The User shall ensure that Terminals are carefully maintained and secured against damage and theft in locations.

The User shall not tamper with the hardware or application loaded on the Terminal.

Where the Terminal is damaged beyond repair within one (1) year of deployment, the User shall bear the cost of replacement, subject to the provision of sections 3(c) and 6(7)(h) above.

Card Fraud

In the event of a valid fraudulent Transaction claim, the User would be charged 105% of the value of the claim if the User is found to be negligent in the area of enforcing cardholder identification at the point of receiving the cardholder's payment card to be used on the Terminal.

In the event of a valid fraudulent Transaction claim, if the User is found to have connived with the perpetrator(s), the User would be reported to the law enforcement agencies and/or blacklisted from Transactions by the Nomba/ any financial institution or/ and regulatory authorities or all the penalties stated in this section.

Nomba may freeze the User's account in an event where a fraudulent Transaction is reported on the POS Terminal deployed to the User's location.

Obligation of Nomba

Only deploy and support POS Terminals through a CBN licensed Payment Terminal Services Provider (PTSP).

Ensure that Terminals deployed at the User location(s) through the PTSP's shall accept all payment cards (card agnostic).

Ensure that the Terminals are connected directly to the Payments Terminal Service Aggregator.

Perform prompt settlement of the User.

Liaise with the PTSP to ensure that faulty Terminals are attended to within the scheduled time frame of 24 hours for Lagos and 72 hours for locations outside Lagos, subject to the availability and support of the PTSP.

Ensure that, subject to the filling of appropriate forms required for Agent registration/onboarding, a match check is conducted on the User to verify a good track record before the User is issued a POS.

Provide continuous training of the User on Terminal usage at the User's locations.

Terminal Support Services

Hardware technical support and services shall be carried out by Nomba's technical department.

All Terminal repairs shall be done on a carry-in basis.

The User may call for hardware support by dialing our customer care numbers [018885008] or sending the email to support@nomba.com.

Term, Termination and Retrieval

These terms and conditions shall be deemed effective and in full force from the date of Activation of the Terminal.

You may also terminate this Agreement at any time by deactivating your Account with us and returning the Terminal. The Terminal is, and will at all times be and remain, the sole and exclusive property of Nomba.

Nomba reserves the right to withdraw or repossess the POS from the User without prior notice or liability for any reason whatsoever, including without limitation if you breach any of the terms.

In addition to the above, Nomba reserves the right to recall non-performing Terminal(s) and/or give the notice to terminate the contract with Users holding non-performing Terminal(s). Such Terminals should be returned by the User within 30 calendar days.

If these Agreement or your Account with us is terminated or suspended for any reason: (a) the rights granted under these Agreement will end, (b) you agree to immediately terminate and cease use of the Terminals, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of use of the Terminals, or for deletion of your information or account data. In addition to any payment obligations under this Agreement, the following sections of these Agreement shall survive and remain in effect in accordance with their terms upon termination: 6(4); 6(7)[Users Obligations]; 7[Chargeback], 8[Card Fraud], 13 [Indemnification]; 14[Assignment]; 16[Governing Law]; 17[Dispute].

Encumbrances

The User will not grant any security interest in the Terminals to a third party, and will specifically exclude it from any equipment, fixture, floor or blanket secured financing and will otherwise keep it free and clear of all levies, liens and encumbrances, including any that may arise from Agent's failure to pay any assessments, taxes or similar governmental charges.

Indemnification

In consideration of the Services offered by Nomba the User hereby irrevocably and unconditionally undertakes and covenants that it shall at all times hereafter well and truly indemnify Nomba and keep Nomba fully indemnified against all losses, claims, demands, liabilities, actions, proceedings, damages, cost, fees and expenses which may be occasioned to Nomba in consequence of:

• The User's failure to comply with or to enforce any provision of this Agreement;
• Any loss if fraud precautions are not taken by the User;
• Any loss in the case of any Transaction in which a Card was not presented; and
• Any loss caused by the User's violation of Card Schemes' rules or regulations or the laws of the Federal Republic of Nigeria or of any other country.

Assignment

This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you / the User and any attempted transfer or assignment will be null and void.

Amendment

These POS Terms and Conditions shall be read in conjunction with the Terms and Condition of the Application where applicable.

These POS Terms and Conditions may be reviewed and re-negotiated in the light of changing market conditions. Therefore this contract is subject to periodic updates. Supplemental terms and conditions or documents that may be posted on the Application from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Application after the date such revised Terms are posted.

Governing Law

These terms and conditions will be governed and interpreted pursuant to the laws of the Federal Republic of Nigeria.

Dispute

Any and all disputes, claims or litigation arising from or related in any way to this Terms or any provisions herein will be resolved by mediation at the Lagos Multi Door Court House, Lagos State, Nigeria. Where such dispute persists, it shall then be resolved by Nigerian Courts in Lagos State. The parties hereby waive any objections against and expressly submit to the exclusive jurisdiction of the Nigerian Courts in Lagos State.

By Accepting these Terms and Conditions / Agreement, You / the User hereby irrevocably indemnifies Cosmic Intelligent Labs Limited and its Affiliates against any losses, damages, penalties, fines or otherwise, both direct or indirect, that it may suffer as a result of your / the User's use and/or misuse of the Terminals.