INTEGRATION AGREEMENT FOR DEVELOPERS

1. INTRODUCTION

1. ONEPIPE.IO SERVICES LIMITED has developed and owns the rights to an Application Programming Interface (API) gateway solution which grants access to services provided by third party providers (Suppliers) and allows organizations to integrate with the API gateway solution to fulfil an array of digital services inclusive of, but not limited to payments, financial services, and lifestyle services.

2. This Integration Agreement (Agreement) outlines and constitutes the binding terms between you (“you”, “Customer”) and ONEPIPE.IO SERVICES LIMITED (“ONEPIPE”, “we”, “us”, “Company”) under which you intend and agree to access ONEPIPE’s API gateway solution for the purpose of allowing, fulfilling and providing some of the digital services to your customers via ONEPIPE’s platform (the “Services”).

3. In addition to this Agreement, you shall be required to execute an Integration Agreement Order Form (“Order Form”) with ONEPIPE which shall contain additional terms and conditions and information specific to you the Services you are ordering, and we will be offering to you.

4. By clicking/checking the "I Agree" button/box, accessing, signing up to the Platform or by utilizing Services provided by the platform, you agree to be bound by the terms of this Agreement, together with the Terms of Use, the Privacy Policy, the bespoke Order Forms, and all incorporated policies. You also agree to receive communications relating to this Agreement electronically.

5. You therefore confirm your assent to this Agreement by registering on our Platform, using our Services. It is therefore advised that you read this Agreement carefully and all other documents mentioned in sub-clause 4 above. You should also retain a copy for future reference.

DEFINITIONS AND INTERPRETATIONS

In this Agreement except where the context otherwise requires, the capitalized terms used in this Agreement shall have the following meanings:

1. Business Days means everyday excluding Saturdays, Sundays and Public Holidays declared by the Federal Government in Nigeria.
2. Confidential Information means any confidential, proprietary or sensitive information, whether tangible or intangible, oral or written belonging to either Party. It also includes any information relating to and or including released or unreleased software or hardware products, the marketing or promotion of products, business plans, practices or policies, and information received from either Party, including trade secrets, source codes, object codes, patents, inventions, firmware, designs, formulas, specifications, financial information and projections, numbers, lists of suppliers and potential suppliers, lists of customers and potential customers, equipment lists, employee lists, management methods, know-how, working methods, manufacturing techniques, operating techniques, and all manuals, documents, reports, spreadsheets, files, market information, computer disks and tapes (whether machine or user readable) and other written or electronic information pertaining thereto.
3. Effective Date means the date of acceptance of the terms of this Agreement by executing the Agreement.
4. Force Majeure means any event or circumstance beyond the reasonable control of the Parties that is not foreseeable, is unavoidable and its origin is not due to negligence or lack of care on the part of the Parties. Such events include but not limited to acts of God, fire, flood, invasion, war, revolution, uprising, insurrection, social/public unrest, public disturbance, strike, riots, fire disaster, storm, acts of terrorism and any other circumstance which may hinder or delay the performance of the obligations of the Parties under this Agreement.
5. Intellectual Property Rights (IPR) means all   present and   future worldwide patents, trademarks, service marks, trade names, trade secrets, good will, registered designs, design rights, database rights, copyrights, inventions, rights in computer software and other forms of intellectual or industrial property, and all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing.
6. Service means the digital services of third-party providers as detailed in Appendix 1 of this Agreement available on ONEPIPE’s API gateway solution to the Customer.
7. Supplier shall mean underlying service providers, switches, licensed payment companies or banks for the services made available through ONEPIPE.
8. Any reference to the plural includes the singular and vice versa.
9. Any reference to a person includes natural persons, corporate bodies, partnership, firms, unincorporated bodies and legal persons.
10. Any reference to any document, including this Agreement, includes such document as from time to time varied or supplemented in accordance with its terms.
11. The schedules form an integral part of this Agreement.
12. Headings are given for convenience only and shall not affect the interpretation of this Agreement.

3        MUTUAL AUTHORIZATION

1. We hereby grant you the non-exclusive right to access the API Gateway Solution (the “Platform”) via integration for the sole purpose of accessing the Services on your platform.
2. Each Party hereby authorizes the other Party to perform their respective obligations subject to the terms of this Agreement.

CUSTOMER’S OBLIGATIONS

You agree to undertake the following obligations under this Agreement:

1. Leverage our Platform to provide the Service to your customers.
2. Promote the use of the Services accessed via the Platform to your customers and general public.
3. Maintain whatever agreements with suppliers as may be required by the supplier.
4. Where required, by Suppliers, regulation or ONEPIPE, comply with all security or encryption standards, rules and procedures imposed by ONEPIPE and remain Payment Card Industry Data Security Standard (PCIDSS) compliant during the term of this Agreement.
5. Ensure you have implemented a fraud protection and monitoring tool and/or processes of the highest standard and provide evidence of the same to ONEPIPE.
6. Inform ONEPIPE in writing of any change in the particulars of your designated settlement bank account.
7. Not use any cardholder payment authorization details including but not limited to Primary Account Number (PAN) or Card Number, Personal Identification Number (PIN), Card Verification Value (CVV), Bank Verification Number (BVN), Bank account number, Usernames, etc for any purpose other than for the facilitation of the request authorized by your end customers.
8. Notify ONEPIPE of any change to the internet protocol address of your website used for payment transactions.
9. Perform the necessary KYC (Know your customer) & due diligence on all your customers and upon request by ONEPIPE, provide KYC documentation.
10. Implement a two-factor authentication system as required by the Central Bank of Nigeria except where explicitly waived by a supplier of ONEPIPE.
11. Ensure that you have adequate controls, safeguards, information technology security and effective internal controls for all its operations.
12. Shall (at own cost) be solely responsible throughout the duration of this Agreement for the provision of all such equipment, license software, systems and telecommunications facilities which are required to enable it to receive the Service.
13. For onsite deployments, make available necessary infrastructure for the deployment and shall have full responsibility for the integration process using the API furnished by ONEPIPE and ONEPIPE shall not be liable for any fault or failure to integrate to the Platform. All Integration, however, shall be subject to passing ONEPIPE’s Integration acceptance tests prior to go-live.
14. Shall be solely responsible to and for your customers (including its cardholders and account holders) support issues on its site/channels and use thereof of the Service.
15. Responsible for all marketing and sales of your solutions.
16. Responsible for ensuring that your customers explicitly and unambiguously consents to your collection, use and transfer, in electronic or other form, of their personal data as described in your privacy policy or such other document used by you for that purpose.

5.        CUSTOMER’S REPRESENTATIONS AND WARRANTIES

Representations and warranties are statements and promises made by you to us which we rely on as being accurate in our dealings with you. The Customer makes the following representations and warranties to us at the time of agreeing to the terms of this Agreement and every time you use the Platform or Services.

1.  Where an individual, that it is of sound mind and has the capacity to enter into this Agreement.

2. Where a company, that it is duly organized, validly existing, and in good standing in the jurisdiction of its formation and is qualified to do business therein and in all such other jurisdictions as the nature of its business activities and properties may require.

3.  It has the right to perform the obligations under this Agreement and has taken all requisite corporate action to authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereunder.

4. It has the required licenses and regulatory approvals to conduct its business and participate in this transaction and no element of the transaction constitutes a breach of any existing law, regulation, patent, copyright, or other intellectual property in its country or countries of domicile and operation.

5. It owns all rights in and to its technology solution and that same is not in breach of any existing law, regulation, patent, copyright, or other intellectual property. That in the case of any third-party software used in respect of this Agreement and or its technology solution, that it has the required license to use such third-party software.

6. Neither the execution, delivery or performance of this Agreement or the consummation of any transaction contemplated hereunder, conflicts with, results in a breach of, or constitutes a default under or violates as the case may be,  its charter or bylaws of, any law, rule, or regulation applicable to you, any court or administrative order or process applicable to it, or any material contract to which it is a party.

6        ONEPIPE’S OBLIGATIONS

1. Share the Platform’s APIs with the Customer, to enable the Customer to integrate its technology solution with the Platform, and to facilitate the provision of the Service to its customers.
2. Provide integration support to the Customer during the integration of both parties’ systems and processes.
3. Provide post-implementation support.
4. Be responsible for the settlement and/or invoicing for all payments and fees as stipulated in the fees and payments process schedule.
5. If deployed onsite for a Customer, handle all upgrades, periodic maintenance and any custom integration that may be required by the Customer.
6. Provide reporting and dashboards for the Customer on an ongoing basis
7. Ensure it has verifiable agreements and relationships with suppliers
8. Do it’s best to ensure uptime and service availability
9. Maintain the applicable Payment Card Industry Data Security Standard (PCI DSS) requirements to the extent that it shall possess or otherwise store, process, or transmit cardholder data on behalf of the Customer..

7        FINANCIAL PROVISION

The Parties agree that all fees payable under this Agreement shall be subject to the deduction of applicable taxes.

8        TERMINATION

1. This Agreement may be terminated on the ground of a breach of the terms herein contained and the defaulting Party failing to rectify such breach within ninety (90) days of receiving a written notice requiring it to do so.
2. Where the Customer intends to terminate this Agreement, the Customer shall be required to give ONEPIPE Ninety (90) days prior written notice of intention to terminate this Agreement.
3. Either Party may terminate this Agreement forthwith by giving notice in writing to the other Party if the other Party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or shall cease or threaten to cease carrying on business or a court of competent jurisdiction shall make an order to that effect
4. Notwithstanding the above provisions of this Agreement, ONEPIPE reserves the right to terminate this Agreement immediately or suspend the service by notice to the Customer if:

1. it is required or requested to do so by any regulatory authority;
2. the Customer fails to comply with any applicable laws;
3. the Customer fails to comply with any term of this Agreement;
4. the Customer fails to comply with access and/or interface specifications as communicated by ONEPIPE;
5. it is required to do so by a card scheme or supplier;
6. Fraud is committed by the Customer’s customer;
7. Fraud is committed due to the act and/or omission of the Customer;
8. the Customer fails to pay any sums under this Agreement by the payment due date;
9. anything happens to Customer or a matter is brought to the attention of ONEPIPE which in its absolute discretion, it considers may affect Customer’s ability or willingness to comply with all or any of its obligation or liabilities herein;
10. ONEPIPE in its absolute discretion, determines that the relationship with Customer’s business represents increased risk of loss or liability; and/or
11. any fines or any other claims are brought against ONEPIPE.IO by any card scheme, financial institution or any other third party arising from any aspect of the parties’ relationship (including in connection with any security breach, compromise or theft of Data held by Customer or on behalf of Customer irrespective of whether such security breach, compromise or theft of Data was within or outside Customer control).
12. a Supplier shuts down a service and the Service is no longer available through ONEPIPE’s API gateway solution

5. In the event of suspension of the Service:

1. ONEPIPE shall notify the Customer in writing of the details thereof and if the breach and/or non-compliance is capable of remedy, of the requirements and the timeframe for the same that must be met by the Customer for the suspension or restriction to be lifted.
2. In the event of the remediation of a breach and/or non-compliance, ONEPIPE shall reinstate the suspended or restricted access to the Service and/or Platform within forty-eight (48) hours of the Customer having complied with the requirements communicated to it by ONEPIPE

9        EFFECT OF TERMINATION

1. Upon termination of this Agreement, all rights and obligations granted under this Agreement shall rescind immediately.
2. The termination of this Agreement shall be without prejudice to the outstanding rights and liabilities of any party, which have accrued during the term of the Agreement pursuant to the provisions herein.
3. All payments due to ONEPIPE shall become payable immediately.
4. All payments due to the Customer by ONEPIPE shall become payable immediately.
5. Outstanding Transactions: Upon termination of this Agreement for any reason whatsoever, the Parties will return all information and/or all outstanding transactions with respect to this Agreement that have not been settled prior to termination of this Agreement to the relevant Party. For the avoidance of doubt, the provisions in this Agreement relevant to such outstanding transactions shall survive the termination of this Agreement        

10        RELATIONSHIP OF THE PARTIES

1. The terms of this Agreement does not create an independent contractor status and it is understood that the Parties have no authority to bind each other in any matters of any nature or kind whatsoever, save as provided under this Agreement or subject to other agreement in writing.

2. The relationship between the Parties hereto shall be one of collaboration for the single purpose of the business relationship herein created.

3. This Agreement is not intended to confer on any person other than ONEPIPE and the Customer any express or implied benefit or burden.

11        FORCE MAJEURE

1. If the performance of this Agreement or any obligation under it is prevented, restricted or interfered with by reason of a Force Majeure event, the Party so affected shall promptly notify the other Party in writing of the existence of the Force Majeure event, the anticipated length of delay, the cause of the delay and a timetable by which any remedial issues will be implemented.

2. If the Force Majeure event continues for a period less than thirty (30) days, then during that period, this Agreement shall be considered as suspended. Upon the end of the Force Majeure event, the contractual obligations of the Parties shall be reinstated with such reasonable modifications to take account of the consequences of the Force Majeure event as may be agreed by the Parties, or in default of such agreement, as may be determined by an expert or competent jurisdiction.

3. If the Force Majeure event continues beyond thirty (30 days), then during that period, this Agreement may be terminated by mutual agreement and neither Party shall be liable to the other Party as a result of such termination.

12        CONFIDENTIALITY

1. The Customer agrees to keep all Confidential Information and all other matters arising or coming to its attention in connection with the Service, secret and confidential and not at any time for any reason whatsoever disclose them or permit them to be disclosed to any third party except as permitted hereunder to enable it carry out its duties and obligations under this Agreement.

2. Both Parties shall procure that its personnel and all of its employees, agents, affiliates and assigns having access to any of the Confidential Information, the documents or such matters shall be subject to the same obligations as contained in this Agreement and shall ensure that their exercise of such rights do not contravene this Agreement. Furthermore, each Party shall be responsible for the acts or omissions of such persons that contravene this Agreement.

3. Both Parties agree to treat as confidential and not at any time for any reason disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of, any information relating to the other Party’s business affairs, technology, technical processes, or finances or any such information relating to any of the other Party’s affiliates, suppliers, customers or clients received in connection with this Agreement, except as provided in this Agreement.

4. The provisions of this clause as regards confidentiality shall not apply to any information which:

1. is or has already been independently generated or was in the possession of the receiving Party without restriction as to its disclosure, before receiving it from the disclosing Party;
2. is disclosed to satisfy a legal demand by a competent court of law or government body provided that in these circumstance, the receiving Party shall where legally permissible, advise the other Party in writing prior to such disclosure to enable the disclosing Party take whatever steps it deems necessary to protect its interests in this regard; provided further that the receiving Party will disclose only that portion of the information which it is legally required to disclose and the receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the most reasonable in the circumstances.
3. is authorized by disclosing Party in writing to be disclosed by the receiving Party but only to the extent of the authority given;
4. is already in possession of the public or subsequently becomes available to the public other than through any act or omission of the receiving Party; and/or;
5. is acquired independently from a third party that represents that it has the right to disseminate such information.

5. No party shall directly or indirectly, use Confidential Information disclosed by ONEPIPE particularly in connection with the Services provided under this Agreement for any of the Customer’s customers or any entity in which it holds equity (either directly or indirectly) or any personal or similar business.

6. The obligation of confidentiality in this clause shall survive the termination or expiration of this Agreement for a period of one (1) year after the termination or expiration of the Agreement.

13        INTELLECTUAL PROPERTY RIGHTS

1. The Customer acknowledges and agrees that any and all Intellectual Property rights used or subsisting in or in connection with the Service and/or the API Gateway Solution (the Platform) and with respect to all documentation, flowcharts, drawings, specifications, manuals and other data which are created by ONEPIPE as a result of this Agreement are or shall vest in and shall be the sole property of ONEPIPE, and the Customer shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by ONEPIPE thereof.
2. In the event that new inventions, designs or processes evolve in performance of the Service, the Parties acknowledge that the same shall jointly belong to both parties only to the extent to which the Customer has provided an input, outside of which, the evolved invention design or process shall exclusively belong to ONEPIPE.
3. This Agreement shall not operate as an assignment or license to either of the Parties hereto of any other copyright, registered design, trademark or other intellectual property right as may subsist in the other Party.
4. The data provided by ONEPIPE pursuant to this Agreement shall at all times be solely owned by ONEPIPE..
5. Save as otherwise provided in this Agreement, neither of the Parties shall be entitled to use or reproduce the trademarks of the other, without that other Party’s prior written approval.
6. The Customer shall not and shall not permit its affiliates or any third party to translate, reverse engineer, decompile, recompile, update or modify or merge any part of the Platform into any other solution.
7. Customers will not take any action that jeopardizes ONEPIPE's proprietary rights or acquire any right in the Platform or the Confidential Information, as defined herein.

14        USER ACCEPTANCE TESTS

1. ONEPIPE shall notify the customer when the Service is ready for acceptance tests.
2. Upon receipt of the notice mentioned in sub-clause 1 the Customer shall indicate in writing to ONEPIPE the date and time at which it will conduct the Acceptance Tests. Such tests must be conducted with the knowledge and participation of a representative of ONEPIPE.
3. Only conditions covered by the scope of work in this agreement shall be used for the acceptance tests.
4. The Customer shall commence implementation of the acceptance tests within fourteen (14) business days of the expiry of the notice period mentioned in clause sub-clause 1 and should the Customer fail so to do the Service shall be deemed to have passed the Acceptance Tests.
5. The Customer shall accept [and in default shall be deemed to have accepted] the Service upon the date that it passes [or pursuant to sub-clause 4 above is deemed to have passed] the acceptance tests and shall sign off to that effect. For the purpose of this Agreement the date in this sub-clause 5 is the Acceptance Date.

15        LIMITATION OF LIABILITY

1. Subject to clause sub-clause 2, neither Party shall be liable to the other Party in contract, tort, breach of statutory duty, strict liability, or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

2. The limitations and exclusions of liability in clause sub-clause 1 do not apply to: (i) damages and costs attributable to a breach of a Party’s confidentiality obligations under Clause 12 (Confidentiality); (ii) the infringement or misappropriation by a Party of the other Party’s Intellectual Property; (iii) damages attributable to a Party’s violation of applicable law; (iv) a Party’s or its representative’s fraud, fraudulent misrepresentation, gross negligence, or willful misconduct; or (v) to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability.

3. In no event shall ONEPIPE be liable to the Customer in excess of the transaction fees that has accrued to ONEPIPE from transactions emanating from the Customer’s channels for the Services being provided by virtue of this Agreement in the year immediately preceding the date the first such claim arises.

4. No liability shall be raised against ONEPIPE more than one (1) year after the accrual of the cause of such liability therefore, it is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of ONEPIPE.

The limit of liability applies irrespective of the number of claims giving rise to indemnification by ONEPIPE during the period defined above. In this regard, any amount paid for indemnification of any claims or events by ONEPIPE during the said period shall be deducted from the limit of liability and the liability of ONEPIPE shall be limited to the remaining balance.

5. ONEPIPE will not be liable for the actions or inactions of any third party not acting from the instructions of ONEPIPE neither will ONEPIPE be liable for the actions or inactions not directly traceable to ONEPIPE.

6. The Parties hereby indemnify the other Party and holds harmless from any loss, cost, damage, action, suit, proceeding, claim, or injury arising in connection with the Services, provided such loss, cost, damage, action, suit, proceeding, demand, claim, or injury as a result of it or its representative’s negligence, or willful misconduct or failure to adequately perform its obligations and/or comply with the terms of this Agreement.

16        NON-CIRCUMVENTION

During the Term of this Agreement and for a period of twelve (12) months thereafter, the Customer shall not, unless with the prior written consent of ONEPIPE act as follows:

1. directly or indirectly engage or solicit business from any Suppliers on the Platform or attempt to promote, license or provide the same or similar products or Services as are provided by ONEPIPE under this Agreement or bypassing this Agreement to deal directly with any Supplier; or

2. employ or seek to employ any person who was in the employment of ONEPIPE and involved in the provision of the Service or otherwise directly or indirectly induce to leave his or her employment or compromise their commitment to ONEPIPE.

17        WAIVER

The failure of either Party to exercise any right, or claim any remedy, contingent upon the default of the other in performing any of its obligations under this Agreement, shall not be deemed or construed as a waiver of such right or remedy under this Agreement.

18        SEVERABILITY

In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant it shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.

19        GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
2. If a dispute or difference arises as to the validity, interpretation, effects or rights and obligations of the Parties under this Agreement, the Parties shall use their best endeavor to reach an amicable settlement of dispute.
3. If any such dispute is not settled between the Parties within thirty (30) Business Days, the Parties agree to submit such dispute to the exclusive jurisdiction of the Nigerian Courts.

APPENDIX 1: SCOPE OF SERVICES

ONEPIPE is an API gateway solution that allows for organizations to connect with 3rd parties with ease to fulfil an array of services including but not limited to payment related services, core financial services, lifestyle services and e-commerce services. The software can either be deployed into the Customer's infrastructure or the Customer can use it via a shared cloud version. ONEPIPE maintains the relevant aggregator relationships with all the suppliers on the one side and the Customer via the terms of this Agreement on the other side.

ONEPIPE service includes the ability for clients to support multiple suppliers of the same service and determine which they would like to use to complete their requests.

SERVICES

The Services currently available via ONEPIPE are provided in the table below. Where additional features are subscribed to by the Customer, they shall be contained in the Order Form executed between ONEPIPE and the Customer. ONEPIPE will continue to partner with more suppliers to increase the list of services. The  updated list can always be found on our website.