Our terms and conditions
Please read the following carefully and complete the form below.
THIS AGENCY AGREEMENT (“The Agreement”) is made
BETWEEN Student Hub Nigeria Limited, a limited liability company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at Prayer House, 7 Elegbeleye Street, Ikosi, Ketu, Lagos State, Nigeria, (hereinafter referred to as “STUDENTHUBNG”) which expression shall include its successors in title and assigns), of one part,
AND FIELD AGENT with details below, (hereinafter referred to as “the FIELD AGENT”), which expression shall, where the context so admits, include his/her successors-in-title and assigns), of the second part;
For purposes of this Agreement, STUDENTHUBNG and the FIELD AGENT shall be collectively described as “Parties” and individually as “Party”.
A STUDENTHUBNG is private limited company duly registered by the Corporate Affairs Commission (CAC) with registration number RC 1446987, and has the authorization to provide mobile and web application services among others.
B STUDENTHUBNG is a youth employment and capacity-building company that is actively involved in providing fixed and mobile agent network distribution services to its customers (principals). These services include customer acquisition, data capture, product sales, market survey and agency banking, among others.
C STUDENTHUBNG serves as a job-creation platform for Nigerian youths through being a network that serves as a one-stop shop for students and graduate services, providing opportunities to students and graduates in Nigeria along with the provision of innovative technological solutions.
D STUDENTHUBNG has indicated that it requires students and graduates to be enrolled under its youth employment and capacity-building scheme (“the Scheme”) as Field Agents to carry out various fixed and mobile agent network distribution services (“the Services” or the “Authorised Services”) as may be required from time to time, and in compliance with all terms and conditions that may be stipulated by its customers for such services (the “Services Mandate”).
E The FIELD AGENT has presented to STUDENTHUBNG that he/she has the interest and willing to be enrolled under the Scheme as Field Agent, and that he/she is able and has the requisite skills and competence to carry out the Services as may be required from time to time, and in compliance with the related Services Mandates.
F STUDENTHUBNG and the FIELD AGENT wish to enter into this Agreement to set out the rights and obligations of each party with regards to providing the Services in compliance with the related Services Mandates.
G Both Parties are desirous of using this Agreement to cover all elements of their contractual relationship that may be provided now and in the future; whether or not they are specifically stated in this Agreement, provided they conform with the ethics and practices of such relationships.
H In order to facilitate the objectives of this Agreement, certain Confidential and Proprietary Information with respect to the objectives are being disclosed and shall continue to be disclosed orally, visually or in writing between the parties.
I The Parties believe and acknowledge that Confidential and Proprietary Information has significant commercial value that would be diminished by unauthorized disclosures or use, which may result in irreparable harm.
J This Agreement include non-disclosure and non-circumvention clauses.
NOW, THEREFORE, in consideration of these recitals, STUDENTHUBNG and the FIELD AGENT agree as follows:
In this Agreement unless the context otherwise requires, the following words and expressions shall have the following definitions: –
1.1 “Agreement” means this Agreement between STUDENTHUBNG and the FIELD AGENT for providing the Services agreed between the parties.
1.2 “Effective Date” means the date this Agreement is executed by the parties.
1.3 “Applicable Law” means applicable Nigerian law including statutes, regulations, regulatory guidelines and judicial or administrative interpretations, any rules or enactments thereto and any corresponding earlier enactment, and subordinate legislation made under a statutory provision.
1.4 “Scheme” means the systematic plans and arrangements put in place by STUDENTHUBNG for attaining its youth employment and capacity-building objectives.
1.5 “Authorised Services” (also referred to as the “Services”) means the services listed in the Schedule, as may be amended from time to time by STUDENTHUBNG, which the FIELD AGENT is authorised to offer in accordance with the provisions of this Agreement and the related Services Mandate.
1.6 “Service Delivery Device” means all electronic devices, including smart mobile hand-held devices and laptops, used by the FIELD AGENT to effectively and efficiently deliver the Authorized Services.
1.7 “Service Delivery System” means software solution and application system, including Apps and Web Applications, provided and/or authorized for use by the FIELD AGENT to effectively and efficiently deliver the Authorized Services.
1.8 “Services Mandate” means verbal or written authorization given to STUDENTHUBNG by a Customer for delivery of one or more of the Authorised Services on its behalf and in compliance with all terms and conditions that may be stipulated by the Customer and agreed with STUDENTHUBNG.
1.9 “Job Order” means the notification issued by STUDENTHUBNG to inform Field Agents of the existence of “job opportunities” under a Services Mandate and requesting interested Field Agents to voluntarily signify their willingness to take part in the provision of the stipulated Authorised Services in accordance with the provisions of this Agreement and the related Services Mandate.
1.10 “Customer” means:
- An Individual or Organisation who gave STUDENTHUBNG Services Mandate, and for whom STUDENTHUBNG consequently requires the FIELD AGENT to deliver the agreed Authorised Services in compliance with the provisions of the related Services Mandate. Such individual or organisation may also be referred to as STUDENTHUBNG’s Principal; and
- An Individual or Organisation to whom one or more of the Authorised Services are delivered by the FIELD AGENT. Such individual or organisation may also be referred to as Consumer or End-User.
1.11 “Confidential Information” means all information and data provided by STUDENTHUBNG and Customers to the FIELD AGENT whether or not in material form, whatsoever and howsoever derived or acquired and all other confidential or secret information disclosed by or on behalf of either party to the other including the terms of this Agreement.
1.12 “Point of Service” (also referred to as the “Outlet”) means the location where the FIELD AGENT operates the applicable Service Delivery System for the Authorized Services.
1.13 “Geographical Area of Coverage” means locations where the FIELD AGENT operates from, being the geographical area agreed by the parties where the FIELD AGENT is expected to provide the Authorized Services.
1.14 “Location(s)” means the physical address(es) of each place of service from which the FIELD AGENT may provide the Authorized Services to consumers.
1.15 “Transactions” means (as the context requires) Authorized Services duly executed by the FIELD AGENT in accordance with related Services Mandate.
1.16 “Transaction Limits” means the maximum amounts, if any, placed on the Transactions that may be executed by the FIELD AGENT.
1.17 “Authorization” means a process through which STUDENTHUBNG and/or its Customer electronically approves a transaction or provides confirmation to the FIELD AGENT that the transaction is successfully completed.
1.18 “Authorization Code” (where applicable) means a security code provided to the FIELD AGENT through the Customer to indicate the Authorization of a Transaction.
1.19 “Fees” means the agreed charges to be paid by Customers for the Authorized Services.
1.20 “Commissions” means the agreed amounts earned by the FIELD AGENT out of the Fees paid by Customers for the Authorized Services provided by the FIELD AGENT.
1.21 “Designated Account” means the bank account specified by the FIELD AGENT for receipt of Commissions arising from the Authorized Services rendered by the FIELD AGENT.
1.22 “Marketing Materials” means badges, links, sponsored e-mails, micro-sites, splash pages, other placements on the web sites, and trade, broadcast or banner advertisements, press communications, and any elements, physical or otherwise, designed to promote the Scheme and/or the Authorised Services.
1.23 “Trademarks & Trade Names” shall include without limitation all associated trademarks and logos, which have been assigned to the Authorized Services, which may only be used by the FIELD AGENT in accordance with the terms of this Agreement.
- APPOINTMENT OF THE FIELD AGENT
2.1 STUDENTHUBNG appoints the FIELD AGENT to offer the Authorized Services on its behalf at the FIELD AGENT’s agreed Geographical Area of Coverage for as long as this Agreement remain in force.
2.2 The FIELD AGENT agreed to be so appointed from the effective date of this Agreement.
2.3 Both Parties agreed that the FIELD AGENT reserves the right to voluntarily opt into and/or opt out of Job Orders, PROVIDED that the FIELD AGENT shall conform with the stipulated rules when opting out of a Job Order after previously opting into it.
2.4 Both Parties agreed that STUDENTHUBNG reserves the right to disallow the FIELD AGENT from opting into a Job without giving reasons for doing so, PROVIDED that such action shall not relate to act of discrimination on account of gender, race or religion.
2.5 Both Parties agreed that STUDENTHUBNG reserves the right to terminate the FIELD AGENTS’s appointment immediately for non-compliance with the stipulated service standards and/or other breaches of the terms of this Agreement
- FIELD AGENT RIGHTS AND OBLIGATIONS
3.1 The FIELD AGENT shall offer the Authorized Services listed in Schedule 1 on behalf of STUDENTHUBNG at the FIELD AGENT’s agreed Geographical Area of Coverage for as long as this Agreement remain in force.
3.2 The FIELD AGENT shall comply with all provisions of the general service standards (Schedule 2), compliance obligations (Schedule 3), prohibited activities (Schedule 4) and all such rules and processes set out by STUDENTHUBNG and its Customers from time to time.
3.3 The FIELD AGENT shall be paid agreed commissions on each Job Order in line with the provisions of the related Services Mandate.
- STUDENTHUBNG RIGHTS AND OBLIGATIONS
4.1 The FIELD AGENT shall be duly informed by STUDENTHUBNG the Transaction fees chargeable to customers for Authorized Services in accordance with the tariff guide on fees and commission as set out in the fee and commission Schedule of the related Services Mandate.
4.2 STUDENTHUBNG shall ensure prompt payment of periodic commissions into the FIELD AGENT’s designated account in accordance with the agreed commission rates stipulated for the related Services Mandate.
4.3 STUDENTHUBNG shall have the right of set off against the FIELD AGENT’s commissions for any amounts owed by the FIELD AGENT to STUDENTHUBNG.
4.4 STUDENTHUBNG shall forward to the FIELD AGENT, upon request, the evidences of Withholding Tax (WHT) paid to the State or Federal Revenue Service on which are deducted from the commissions due to the FIELD AGENT.
4.5 STEUDENTHUBNG may supply to the FIELD AGENT branding and advertising support materials such as posters and fliers for the Authorized Services.
4.6 STUDENTHUBNG may require the FIELD AGENT to carry out promotions sponsored by STUDENTHUBNG and/or its customers at any or all of the FIELD AGENT locations as long as its targeted to increase awareness and patronage of the authorized services agreed upon.
5.1 All notices and approvals required under this Agreement shall be in writing, and shall be deemed delivered to the receiving Party when sent by either of the following means:
- Sent to the e-mail address provided by the receiving Party
- Sent by letter through registered mail to the address provided in the Agreement
- Sent by a confirmed Postal address
5.2 Notices sent by registered mail shall be deemed to be served three (3) Working Days following the day of posting.
5.3 Notices sent by facsimile, e-mail or short message service shall be deemed to be served on the day of transmission.
5.4 Notice to STUDENTHUBNG shall be in writing and sent by letter and shall be deemed to be delivered when sent to the attention of: CEO, Student Hub Nigeria Ltd
- NO GUARANTEED INCOME
No warranties or representations are made with regard to potential revenues that may be earned by the FIELD AGENT from the provision of the authorised services on behalf of STUDENTHUBNG and/or its customers and no reliance should be placed on any statements or projections provided, whether verbally or in writing in this respect.
- RIGHT OF SET OFF
STUDENTHUBNG shall have the right at all times to offset any sums owed to it by the FIELD AGENT under this Agreement.
- ADDENDUM / SCHEDULES
Both Parties agreed that Addendum the schedules therein shall be a constituent part of this Agreement.
- DURATION AND TERMINATION
9.1 Without prejudice to any rights of the Parties in respect of any breach of any of the provisions herein contained, this Agreement shall terminate if either of the Parties shall have served on the other in writing Thirty (30) days prior notice of termination, provided however that such termination will not affect any pending financial or account settlement issues.
9.2 The contract shall terminate forthwith upon occurrence of any of the following events:
- If the FIELD AGENT becomes bankrupt or insolvent.
- If the FIELD AGENT ceases or threatens to cease to carry on business for whatever reason.
- If the FIELD AGENT breaches any terms of the agreement as agreed between the Parties.
- If the FIELD AGENT violates a provision of the guidelines prohibiting carrying on business
- When the FIELD AGENT ’s commercial activity has ceased
- Where the FIELD AGENT is guilty of a criminal offence involving fraud, dishonesty or other financial impropriety.
- When the FIELD AGENT sustains a loss or damage (financial or material) to such a degree as to make it impossible in STUDENTHUBNG’s sole discretion for the FIELD AGENT to gain financial soundness within one month from the date of the damage or loss;
- If the FIELD AGENT fails to hold or renew a valid business license.
- If an Agency of the Government terminates the Contract in the exercise of its powers under the Law of the Federation.
- If in the opinion of STUDENTHUBNG, the FIELD AGENT does not have the capacity to separate other business operations from the Services contemplated under this Agreement.
- Upon the death of the FIELD AGENT.
9.3 The rights to terminate this Agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
- PROCESS UPON TERMINATION
10.1 Upon termination, expiration or breach of this Agreement, the provisions of this sub-section shall apply and, consistent with the following:
- The FIELD AGENT and STUDENTHUBNG shall work together to ensure an orderly termination of the Agency Relationship and to settle all financial issues and accounts.
- The FIELD AGENT shall promptly return to STUDENTHUBNG any equipment and/or materials that have been supplied by STUDENTHUBNG to the FIELD AGENT under this Agreement.
- Each Party shall promptly reconcile its accounts and pay any monies owed to the other Party.
- STUDENTHUBNG reserves the right to advice the public of the termination of the FIELD AGENT being and Agent of STUDENTHUBNG.
- The FIELD AGENT shall not claim against STUDENTHUBNG for any loss of goodwill or profits except for all commissions earned and yet to be paid on all authorized Transactions.
- The clauses on intellectual property, confidentiality and warranties and indemnities shall survive such termination.
10.2 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any term or right and shall in no way affect that party’s right later to enforce or exercise it.
10.3 This Agreement shall survive termination for purposes of enforcement of any accrued rights of the other party or enforcing of any breaches thereof.
11.1 This Agreement shall be governed by, construed under and interpreted and enforced in all respects by Nigerian laws.
11.2 In the event of any dispute or claim, whether based on contract or tort, arising out of or in connection with this Agreement, the Parties will endeavor to resolve such dispute through good faith negotiations as follows.
11.3 In the event of any dispute arising in respect of any provisions hereof, the Parties shall meet in a timely manner and negotiate in good faith towards a mutual settlement of the dispute or issue.
11.4 Where a dispute cannot be mutually resolved by the Parties in accordance with Clause 10.3 above, they shall resort to mediation by their legal representatives. Failing mediation, any party may refer such dispute to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, Cap. A18 Laws of the Federation of Nigeria 2004, or any statutory re-enactment or modification thereof.
11.5 The arbitration panel shall consist of a sole arbitrator appointed jointly by the Parties. Where the Parties are unable to agree on the choice of the arbitrator within five (5) working days of the reference of a dispute to arbitration, the choice of same shall be referred to the President of the Chartered Institute of Arbitrators, who shall nominate the arbitrator. The arbitral proceedings shall be held in Lagos, Nigeria, and shall be conducted in the English language.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on the date first written above.
SCHEDULE 1: AUTHORIZED SERVICES
The list below contains the agreed Authorized Services.
Data Collection & Customer Registrations
- Data Capture
- Funds Collection
- Field / Market Surveys
- Merchandising / Product Marketing
This list may be amended from time to time either by the addition, suspension or removal of an Authorized Service. Such amendment shall be in writing and shall be agreed to by both parties.
SCHEDULE 2: GENERAL SERVICE STANDARDS
S2.1 The FIELD AGENT shall conspicuously display STUDENTHUBNG and/or its Customers’ logo at all the FIELD AGENT locations, outlets and/or points of service.
S2.2 The FIELD AGENT shall expressly bring to the notice of the Customer a list of the Authorized Services.
S2.3 The FIELD AGENT shall create adequate awareness in its location for STUDENTHUBNG and/or its Customers’ Authorized Services.
S2.4 The FIELD AGENT shall clearly bring to notice of the Customers that all Transactions must be concluded electronically and Receipts must be obtained by email or SMS for every transaction concluded.
S2.5 The FIELD AGENT must inform the Customer, before the Transaction is initiated, of the applicable charges for the Authorized Services.
S2.6 The FIELD AGENT must provide for the Customers the dedicated customer service telephone numbers of STUDENTHUBNG and/or its Customers, where required. These can be found on fliers and/or transaction receipts.
S2.7 The FIELD AGENT shall from time to time provide to STUDENTHUBNG and/or its Customers such information as STUDENTHUBNG and/or its Customers may require for purposes of complying with their regulatory reporting obligations, or any other information that STUDENTHUBNG and/or its Customers may require concerning the activities under this Agreement. The information should be supplied within the requested timelines and in the specified format.
S2.8 The FIELD AGENT shall be required to maintain a transaction record, being evidence of every transaction undertaken in the specified format or in such manner as shall be required by STUDENTHUBNG and/or its Customers.
S2.9 The FIELD AGENT shall take all reasonable steps to protect the good name and reputation of STUDENTHUBNG, its Customers and the Authorized Services.
S2.10 The FIELD AGENT shall not directly or indirectly be involved or knowingly, recklessly or negligently permit any other person to be involved in any fraud and shall notify STUDENTHUBNG and/or its Customers immediately upon becoming aware of any fraud or suspicious activities.
S2.11 The FIELD AGENT agrees to hold in confidence this Agreement and all information, documentation, data and know-how disclosed to it by STUDENTHUBNG and/or its Customers and/ or in pursuance of the Authorized Services and shall not disclose to any third party or use Confidential Information other than in connection with the performance of this Agreement or any part thereof without STUDENTHUBNG and/or its Customers’ prior written consent.
S2.12 The FIELD AGENT shall not split a transaction by requiring the customer to undertake numerous transactions in place of a single transaction requested by the customer in order to increase the FIELD AGENT commissions or violate Transaction Limits.
S2.13 The FIELD AGENT shall only use Trademarks and Trade names for the purpose of promoting and providing the Authorized Services during the Agreement Period and for no other purpose whatsoever, PROVIDED that the FIELD AGENT shall not use any promotional material whatsoever to advertise the Services unless such material is supplied by or approved in writing by STUDENTHUBNG and/or its customers.
S2.14 The FIELD AGENT shall comply with the terms of all Schedules to this Agreement as may be updated from time to time.
S2.15 The FIELD AGENT shall bear the cost of providing, running and maintaining its locations and service delivery devices throughout the period of this agreement.
SCHEDULE 3: FIELD AGENT COMPLIANCE OBLIGATIONS
S3.1 Conform with all applicable laws, rules, regulations and statutory requirements in the Republic of Nigeria and from other relevant regulatory authorities from time to time.
S3.2 Comply with the service standards, rules and processes set out by STUDENTHUBNG and its Customers from time to time.
S3.3 Remedy any breach of the service standards or any other breaches within seven (7) days of being notified, without prejudice to the provisions of the related Services Mandate which shall take precedence where the remedy period is shorter.
S3.4 Ensure and confirm successful completion of all executed transactions strictly in accordance with the stipulations of the related Services Mandate.
S3.5 In all cases in the course of rendering Authorised Services, comply strictly with all laid down standards and procedures relating to validating a Customer’s identity to avoid entering into fraudulent transactions or dealing with fraudsters.
S3.6 Comply strictly with all stipulated electronic and/or manual record keeping standards and procedures in relation to the Authorized Services.
S3.7 Grant to Inspecting Officers from STUDENTHUBNG and/or its Customers upon proper notification and identification, full access to relevant locations, documents, reports, records and data.
S3.8 Comply strictly with all cash Transaction limits that may be put in place from time to time and as duly communicated to the FIELD AGENT in writing by STUDENTHUBNG with regards to each Services Mandate.
S3.9 Where a Customer wishes to transact above specified limit, the FIELD AGENT shall refer the Customer to the appropriate location where such Authorised Services can be delivered.
S3.10 The FIELD AGENT shall not delegate or sub-contract the responsibilities stipulated in this Agreement.
S3.11 Promptly refer all disputes with Customers on whether a transaction was successful or unsuccessful to STUDENTHUBNG through the authorized channels for appropriate actions and resolution.
S3.12 In the event that any loss is incurred and arises from such disputed transactions as a result of the FIELD AGENT’s non-compliance with the related laid down service standards, the FIELD AGENT shall indemnify STUDENTHUBNG and/or the Customer to the tune of the transaction amount or the actual loss incurred whichever is lower.
S3.13 The FIELD AGENT shall be responsible to maintain such security safeguards to ensure the operating environment is secure as well as to obtain suitable and secure safes, cabinets as are necessary for the Authorized Services offered.
S3.14 The FIELD AGENT may take out necessary insurance policies with a reputable insurer to safeguard the premises, his/her service delivery devices, cash in possession and cash in transit against theft, fire, loss, injuries to persons and any other necessary insurance for the business undertaken as the FIELD AGENT may deem necessary.
S3.15 STUDENTHUBNG shall not be liable for any loss suffered by the FIELD AGENT arising from the FIELD AGENT Infidelity, insecurity of premise or any other means whether or not the FIELD AGENT holds a valid insurance cover.
SCHEDULE 4: FIELD AGENT PROHIBITED ACTIVITIES
The FIELD AGENT shall NOT engage in any of the following prohibited activities:
S4.1 Operate when there is communication failure in the system.
S4.2 Carry out offline transactions or carry out a transaction when a transactional receipt or acknowledgement in form of email and/or SMS cannot be generated.
S4.3 Carry on business after opting out of or delisted from a Job Order.
S4.4 Offer any type of guarantee in favor of the Customers.
S4.5 Provide, render or hold itself out to be providing or rendering any Authorized Service on behalf of STUDENTHUBNG and/or its Customers which is not specifically permitted in this Agreement and/or any duly communicated Services Mandate.
S4.6 Continue with the agency business when the FIELD AGENT has a criminal record or disciplinary case involving fraud, dishonesty or any other financial impropriety.
S4.7 Approve any loan or provide cash advances on behalf of STUDENTHUBNG and/or its Customers.
S4.8 Carry out Transactions in excess of Transactions Limit set by STUDENTHUBNG and/or its Customers.
S4.9 Carry out Transactions which are not specifically permitted and/or which are specifically forbidden in this Agreement purportedly under this Agreement.
S4.10 Decline any transactions on the basis of race, age, religion, gender, or politics.