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SERVICE LEVEL AGREEMENT

FOR AGENCY BANKING

BETWEEN

WEMA BANK PLC

AND

THIS AGENCY AGREEMENT is made this 5 March, 2026 (“Effective Date”)

BETWEEN

WEMA Bank PLC (RC. 575), a Commercial Bank licensed by Central Bank of Nigeria, having its registered office address at 54, Marina Street, Lagos Island, Lagos Nigeria (hereinafter referred to as “WEMA” or “Wema Bank” which expression shall where the context so admits include its successors-in-title and assigns) of the first part;

AND

, a company incorporated in Nigeria and its address (hereinafter called “the Agent” which expression shall include its successors-in-title and assigns) of the other part.

Collectively described as the “Parties” and individually as the “Party”.

WHEREAS:

Wema Bank is desirous of appointing as agent to provide Agency Banking Service (“the Services”) in the manner set out in the Central Bank of Nigeria “Guidelines for the Operation of Agent Banking in Nigeria” (“the Guidelines”) and in the capacity of an Agent as defined under the Guidelines.
The Agent represents to Wema Bank that it has met all the requirements set out in the Guidelines and other applicable laws in Nigeria, and is fully capable, competent and adequately equipped in terms of skill, personnel, knowledge, experience, capability, machineries, and necessary personnel and facilities to recruit, set-up, monitor and effectively act as an Agent in relation to Agent Banking model.
The Agent has accepted to provide the Services as required by Wema Bank and to the satisfaction of Wema Bank in the manner and under the terms and conditions hereinafter stipulated.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

Terms used in this Agreement (including the Recitals) shall have the meanings specified in this Clause:

“Agreement” means this Service Level Agreement for Agent Banking;
“Business Day” means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks in Nigeria are open for business.
“BVN” means Bank Verification Number;
“Account Opening” mean assisting potential customers to open WEMA Bank accounts.
“CBN” means Central Bank of Nigeria.
“Confidential Information” means: (a) any information relating to either party, or any of its customers, received or held by the other party (which has been transferred disclosed or obtained orally, visually, electronically or by any other means) in connection with the Services and includes, without limitation, personal information concerning the Customer’s Account, the Customer’s transaction information and details and all other information acquired by either party in connection with this Agreement or the performance of the Services; and/or (b) all information received by a party in connection with the installation, use, operation and maintenance of any system or materials provided by the other party in connection with the Service.
“Customer” means any person who has subscribed or registered for the use of WEMA Bank agent banking services.
“Customer Account” means the account of an existing WEMA Bank Customer or a new WEMA Bank account opened at an agent location.
“WEMA Bank Equipment” means all facilities, information, documentation including hardware, software and other resources provided to The Agent by WEMA Bank in connection with the installation, use, operation, modification, support and maintenance of any system or materials required for the Services and the provision of the Services and includes WEMA Bank Software’s.
“WEMA Bank Platform” means the Account Opening Web Engine (“AOWE”); API and/or USSD/Bank *945# or any other platform required to be downloaded unto sub-agent devices to enable them carry out WEMA Bank Services to customers and prospective account holders.
“Intellectual Property Rights” means all copyright and rights in the nature of copyright, trademarks (including all goodwill in them) and domain names, registrations and applications for registration of any of the above, moral rights, know-how, confidential information, and any other intellectual or industrial property rights, whether now known or in the future arising.
“KYC” means know your customer requirements specified by the CBN and as may be amended from time to time.
PIN means the four-digit Personal Identification Number being the secret code chosen to access and operate the account.
“One Time Password” means a four-digit PIN sent to the customer’s phone for SIM not present transactions which is used as second level authentication.
“Receipts” shall mean all forms of durable and verifiable acknowledgements including paper, email and SMS.
“Mobile Equipment” means a customer’s mobile phone/mobile gadget and SIM Card, which when used together allows access to WEMA Bank Services.
“MLPPA, AML/CFT/CPF & Sanctions Laws” means the Money Laundering (Prevention and Prohibition) Act, 2022, and the regulations made pursuant thereto, the Terrorism (Prevention and Prohibition) Act, 2022, the Central Bank of Nigeria Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction Regulations, 2022, and the Nigerian Sanctions Persons Act, 2022, in each case as amended, restated, supplemented, or replaced from time to time.
“NIBSS” means the Nigeria Inter-Bank Settlement System Plc.
“Services” means the services to be provided by the Agent in accordance with the terms of this Agreement and more specifically detailed in Appendix I hereto or as may be agreed in writing from time to time.
“Service Point” means the office of the Agent or Sub-Agents to be used in connection with the provision of the Services.
“Term” means the “Initial Term” and the “Renewal Term” as both defined in Clause 4 hereof.
“Transaction” means any approved Cash-In or Cash-Out payment, and Fund Transfers carried out by a Customer through the WEMA Bank Agency Banking platform to a maximum limit set under the Guidelines.

Reference to:

a person includes a legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated);
a statutory or regulatory body shall include its successors and any substituted body;
an individual includes, where appropriate, his personal representatives;
the singular includes the plural and vice versa; and
one gender includes all genders.

Clause headings in this Agreement and in the appendixes are for ease of reference only and do not affect the construction of this Agreement or its appendixes.

2. APPOINTMENT

2.1 WEMA Bank hereby appoints as Agent (as defined under the Guidelines to provide the services and specific financial services described in this Agreement (the Services). The Agent shall perform the Services in a professional and workmanlike manner to the satisfaction of WEMA Bank.

2.2 The parties acknowledge and agree that the Agent is an independent contractor and not an employee, agent, or representative of WEMA Bank whatsoever.

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Employees, subcontractors, and other personnel of the Agent are not and shall not be deemed to be employees of WEMA Bank.

3. SCOPE

The scope of the Services shall be those activities detailed in Schedule I hereto as well as any other service agreed upon in writing between WEMA Bank and the Agent, in accordance with the terms of this Agreement:

The Agent shall provide the Services between the hours of 8am to 5pm within the agreed geographical area on business days and shall ensure availability of service to Wema Bank customers during the period, subject to the availability of the applicable WEMA Bank Equipment and WEMA Bank Platform.
The Agent shall utilize its own staff and resources for the provision of the Services, and they shall not be referred to or treated as employees of WEMA Bank or be entitled to be compensated by WEMA Bank in any manner.

4. TERM

This Agreement shall commence from the date of execution and shall continue to be in force for a period of two (2) years (“the Initial Term”) which is renewable annually for successive periods of one (1) year each, (“the Renewal Term”) subject to satisfactory performance evaluation by WEMA Bank, of the Services provided by the Agent.

This Agreement may otherwise be terminated before expiry of the term in line with Clause 13 of this Agreement.

5. EXCLUSIVITY

The Agent shall not enter into any agency agreement with another Financial Institution, Super Agent, or Principal (as defined in the applicable Guidelines).

The Agent hereby affirms that it does not have any subsisting Agency banking relationship with any other party and shall not during the duration of this Agreement or any amendments thereto, enter into any similar relationship to provide the services contemplated herein, with any other party.

This Bank retains the right to appoint other agents during the subsistence of this Agreement.

6. OBLIGATIONS OF THE AGENT

In the provision of the Services as contemplated under this Agreement, the Agent shall be required to undertake the following:

Licence, Compliance & Governance: To procure and at all times maintain at its own cost and expense, without limitation, all current and future required licenses, permits and governmental approvals as applicable to enable the Agent, its Service Points and its employees to lawfully comply with its obligations under this Agreement;

Ongoing Legal and Regulatory Adherence: The Agent shall strictly comply with:

all applicable laws, guidelines, and regulations, including but not limited to the Money Laundering (Prevention and Prohibition) Act, 2022, the Terrorism (Prevention and Prohibition) Act, 2022, the CBN AML/CFT/CPF Regulations, and all CBN Circulars and Guidelines on Agent Banking, as amended from time to time (collectively, the Applicable Regulations);
the Anti-Bribery and Anti-Money Laundering Agreement attached as Schedule 5; and
all operational guidelines, manuals, and risk management policies provided by WEMA Bank.

Independent Contractor Status: The Agent acknowledges and warrants that it is an independent contractor. The Agent, its employees, and its sub-agents are not, and shall not be deemed to be, employees of WEMA Bank. The Agent is solely responsible for all taxes, insurance, and benefits for its personnel.

Service Standards and KPIs: The Agent shall utilize requisite skills, expertise, and technical know-how to perform the Services professionally, seamlessly, and to the satisfaction of WEMA Bank. The Agent shall use all reasonable efforts, skills, and resources to meet and exceed the Key Performance Indicators (KPIs) as set out in Schedule IV.

Staff Competence and Supervision: The Agent shall engage, train, and utilize only competent, duly vetted staff and sufficient resources for the provision of the Services. The Agent is solely responsible for the supervision, discipline, and conduct of its employees and sub-agents and shall ensure they are adequately trained on WEMA Bank's products, services, and the Applicable Regulations.

Scope of Services and Sales Standards: The Agent shall strictly comply with the scope of the Services stipulated by WEMA Bank and shall not perform any unauthorized financial service. The Agent shall not act, or omit to act, in any manner that contravenes or compromises the brand, operational, and sales standards of WEMA Bank as communicated from time to time.

Transaction and Cash Management:

The Agent shall strictly adhere to all transaction limits set by WEMA Bank and the CBN Guidelines, including but not limited to the daily and weekly limits for cash-in, cash-out, and bill payments as detailed in this Agreement.
The Agent shall ensure that its daily cumulative cash-out limit across all its service points does not exceed ₦ 1,200,000.00 (One Million Two Hundred Thousand Naira).
The Agent shall comply with the below stated transaction limit as set out under the Guidelines:

S/N	Customer Transactions	Daily (N)	Weekly (N)
1	Cash-in (deposit)	100,000	500,000
2	Cash-out (withdrawal)	100,000	500,000
3	Bill Payments	100,000	100,000

The Agent shall be solely responsible for the security and management of cash float and all transactional funds at its service points.

Transaction Recording and Reporting: The Agent shall maintain accurate, complete, and up-to-date records of the volume, value, and nature of all transactions carried out. The Agent shall render such records and returns to WEMA Bank in the format and frequency (daily, weekly, monthly) specified by the Bank.

Specific Regulatory and Incident Reporting: The Agent shall ensure that all regulatory returns required by the CBN are submitted accurately and when due, including data on:

Nature, value, and volume of transactions;
Incidents of fraud, theft, or robbery;
Data of all customers that have transacted with he Agent; and
Nature and number of customer complaints and remedial measures taken.

The Agent shall immediately report any suspicious activity, security breaches, or operational incidents to WEMA Bank and the relevant authorities, as required by law.

Document Retention and Delivery: The Agent shall ensure the safe keeping of all Transaction Support Documents (including transaction slips, KYC documents, and logs) for a minimum period stipulated by CBN regulation. The Agent shall deliver all original or certified copies of such documents to WEMA Bank on a monthly basis, or more frequently as required by the Bank.

Access for Audit and Inspection: The Agent shall grant to WEMA Bank and the Central Bank of Nigeria, their respective representatives, free, full, unfettered, and timely access to its:

internal systems and software relating to the Services;
documents, reports, and records (including transaction logs and KYC data);
staff and sub-agents; and
premises and service points, for the purpose of audit, inspection, monitoring, and ensuring compliance with this Agreement and the Applicable Regulations, upon reasonable notice (except where law or regulation permits otherwise).

Technical Standards and Device Compliance: The Agent shall ensure that all infrastructural and technical devices (including POS terminals, computers, and communication lines) used to perform the Services comply with the standards set by the Nigeria Inter-Bank Settlement System (NIBSS) and any other applicable standards. The Agent shall provide a full description of such devices to WEMA Bank upon request.

System and Data Security: The Agent shall implement and maintain appropriate technical and organizational measures to protect the security, integrity, and confidentiality of WEMA Bank's systems and all customer data against unauthorized access, use, or disclosure.

Know-Your-Customer (KYC) Procedures: The Agent shall carry out adequate KYC verification for every permissible transaction as specified under the Applicable Regulations and WEMA Bank's internal policies. The Agent shall provide WEMA Bank with all KYC reports, records, or details as required for the Bank's periodic regulatory reporting.

AML/CFT/CPF Compliance: The Agent shall ensure that its operations and network substantially comply with the MLPPA, AML/CFT/CPF, and KYC procedures, processes, documentation, and rules as specified in the Guidelines and as advised by WEMA Bank from time to time.

Dispute Resolution Mechanism: The Agent shall set up a transparent and accessible dispute resolution mechanism to facilitate the prompt and fair resolution of customer complaints. The Agent shall maintain a dedicated log of all complaints and their resolution status.

Settlement Account: The Agent shall open and maintain a Naira settlement account with WEMA Bank (the “Settlement Account”) to be used exclusively for the settlement of all transactions arising from the Services. The Agent shall not use any other bank account for Agent Banking transactions.

Comply with the Anti-bribery and Anti-money laundering Agreement attached as Schedule 5 to this Agreement

7. OBLIGATIONS OF WEMA BANK

In pursuance of this Agreement, WEMA Bank shall be required to undertake the following:

To provide such support to the Agent as the Bank may consider necessary to ensure the smooth operations of the Agency Banking service by the Agent;
Set transaction limits on the system regarding transactions that may be carried out by the Agent. Transaction limits set by Wema Bank shall be as advised to the Agent from time-to-time and shall be subject to the categorization and risk profiling of the Agent by the Bank.;
To ensure that all payments are made to the Agent in the manner specified in Schedule II to this Agreement;
Subject to the Bank’s discretion, the Bank may carry out periodic onsite visits to ensure that the Agent operate strictly within the requirements of CBN, the Agent Regulations, this Agreement and all applicable laws;
Ensure maximum uptime of its systems to which the Agent shall integrate to. The Bank however, does not guarantee that there will not be downtime in network or glitches as the case may be but will use its best endeavours to correct downtime and identified glitches to ensure that its systems performs significantly in line with documentation.
Provide an Application Program Interface for integration to the Agents’ devices such that the Agent would have online real time access to Wema Bank’s Account Opening Portal and transactional portal that may be required for the Agency Banking service.

8. REPRESENTATION AND WARRANTIES

8.1 The Agent hereby makes the following representations and warranties to WEMA Bank, with full knowledge that they shall be relied upon by Wema Bank:

That the Agent was duly registered, is validly existing and a going concern, has been in legitimate commercial activity for at least twelve (12) months preceding the date of appointment as an Agent and is in good standing under the laws of the Federal Republic of Nigeria;
That the Agent has the requisite skills, experience, personnel, technology, and appropriate physical infrastructure to provide the Services in line with Schedule 1.
That all necessary Agent corporate actions, consents, licenses, approvals, or authorizations required to deliver its obligations in this Agreement including the validity or enforceability of this Agreement have been obtained, are valid and subsisting;
That all the information relating to the Agent or otherwise relevant to the matters contemplated by this Agreement which has been provided to Wema Bank by the Agent is true and correct in all material respects and contains no material omission relating to the Agent’s obligations under this Agreement. The Agent shall promptly notify Wema Bank upon becoming aware of any material change in such information which may have any material effect to the Super- Agent's performance of the Services;
That the Agent shall maintain the highest level of professionalism in providing the Services under this Agreement and shall not engage in, or conduct any activity that could tarnish or otherwise damage WEMA Bank’s name, brand, business or reputation.;
That the Agent has not been classified as a non-performing borrower by any financial institution in the last twelve (12) months preceding the date of signing this Agreement and this position shall be maintained for the duration of this Agreement;
The Agent acknowledges that all information or data that the Agent collects in relation to Agent Banking Services for WEMA Bank, whether directly from Wema Bank’s customers, WEMA Bank or other sources is the property of WEMA Bank and such information shall be kept confidential;
The Agent shall perform the Services as an independent contractor and accept full responsibility for health, safety, and environmental matters in the rendering of the Services and agrees to comply with all applicable health, safety and environmental matters relating to the Services;
The Agent shall make its staff members available to undergo training and accreditation where required by Wema Bank;.
This Agent Banking Services is subject to CBN’s regulatory review and the Agent shall timeously make available to Wema Bank; all relevant, documents, reports, records, etc. as may be reasonably required from time to time;
The Agent shall at all times ensure safe-keeping of all relevant records, data, documents or files. Such records, data, documents and files shall be shared with Wema Bank upon request;
The Agent shall perform the Agent banking Services with reasonable care, due diligence and skill and in accordance with the standards and procedures required of a reasonable and prudent business man especially in the prevention of fraudulent services;
The Agent shall not act, or omit to act, in any manner that may contravene or compromise the sales standards of Wema Bank as contained in Wema Bank’s Sales Standards communicated to the Agent;
The Agent acknowledges that all information, documents and data it collects in relation to Agency Banking services, whether from the customers, Wema Bank or from other sources, is the property of Wema Bank and such information shall be kept confidential and shall remain the property of Wema Bank;
Upon termination of this Agreement and no later than 7 (Seven) days thereof, The Agent shall deliver to Wema Bank the maintained financial records of all transactions processed by the Agent network for Wema Bank. For as long as the Agreement subsists, parties shall ensure that all settlement information details are preserved for a minimum period of 6 years from the date they were generated;
The Agent shall provide to Wema Bank, infrastructural and technical description of electronic devices it shall use to perform the services and Wema Bank undertakes to keep this information confidential;
The Agent assumes full responsibility for its network’s appointments, defaults, liabilities and liquidity management;

Wema Bank makes the following representations and warranties to the Agent:

Wema Bank warrants that the Agent’s corporate information, device schematics, business model, and customer data disclosed to Wema Bank shall be kept confidential and shall not be disclosed or otherwise used by Wema Bank for any purpose outside this Agreement without the prior written consent of The Agent;
Wema Bank represents and warrants that it shall perform its obligations under the Guidelines.

9. PARTIES’ RIGHTS

WEMA Bank shall from time to time review the Agent's performance of its obligations under this Agreement to determine whether the Agent has performed satisfactorily in accordance with Wema Bank’s specifications;
Failure or delay by one party to exercise any right or privilege, power or remedy to which it is entitled under this Agreement shall not constitute a waiver of such right or privilege, power or remedy;
A waiver under this Agreement shall be in writing and a waiver by one party of a breach of any provision in this Agreement by the other party shall not be deemed a waiver of any subsequent breach of the same or another provision.

10. FEES

Wema Bank shall pay to the Agent commission as stated in Schedule II to this Agreement.
Commission for the referral of new customers and the successful collection and submission of account opening documents and the required KYC documentation.
The commissiom shall be paid into the Agent’s operating account with Wema Bank on or before the 10th working day of the following month, subject to Wema Bank's successful verification of the KYC documents and the subsequent opening of the referred account(s) by Wema Bank .
Save as specified in schedule II below, the Parties hereby expressly agree that the Agent, its Sub-Agents, staff and personnel shall have no other claims against WEMA Bank for commissions, salaries or other means of remuneration and expense in relation to the Services pursuant to this Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

Subject to other provisions of this Clause 10, each party may, in all publicity and promotional materials relating to the Services, use and display all marks proprietary to the other (“the Trademarks”) solely for the performance of this Agreement and in accordance with agreed terms.
The Agent undertakes that it shall not use the name or brand of WEMA Bank for any other activity asides that prescribed under this Agreement.
The Agent acknowledges that the copyright and all other intellectual proprietary rights in the Wema Banking Platform and other ancillary applications used by Wema Bank in the performance of its obligations belong exclusively to Wema Bank and shall not do anything which might bring into question Wema Bank’s ownership of those rights or their validity.
Upon termination of this Agreement for any reason, all rights granted hereunder to either party shall terminate and upon request by either party, each Party shall return to the other, or if otherwise permitted or directed, destroy all materials upon which any of the other party’s Trademarks appear within five (5) days of such termination.

12. BREACH/PENALTY

Events of Default.

The occurrence of any one or more of the following events shall constitute an event of default (“Event of Default”) by the Agent:

Operational and Regulatory Breaches:

Performing any non-permissible activities as prescribed under Schedule 1 of this Agreement or the CBN Guidelines for Agent Banking.
Conducting any Agent Banking transaction through any bank account other than the dedicated Settlement Account domiciled with the Bank.
Failure to maintain all required licenses, permits, or registrations necessary for the lawful operation of the Agent's business.
Breach of Transaction Limits: Exceeding any single customer transaction limits or aggregate daily cash handling limits as set by the Bank or the CBN.

Data, Confidentiality and Security Breaches:

Any unauthorized disclosure, loss, or compromise of customer data, the Bank's proprietary information, or any breach of the confidentiality and data protection obligations under this Agreement or applicable laws (including the Nigeria Data Protection Act).
A material security breach at the Agent's service point, including but not limited to a robbery, fraud, or cyber-attack, where the Agent is found to have failed to implement reasonable security measures.

Financial and Integrity Breaches:

Insolvency or Financial Distress: The Agent becomes insolvent, is unable to pay its debts as they fall due, has a receiver or administrator appointed, or enters into any compromise with its creditors.
Fraud, Misrepresentation, or Gross Negligence: The Agent, its employees, or sub-agents engage in any act of fraud, wilful misconduct, material misrepresentation, or gross negligence in connection with the Services.
Breach of AML/CFT/CPF Laws: Any breach of applicable anti-money laundering, combating the financing of terrorism, counter-proliferation financing, anti-bribery, or anti-corruption laws and regulations.

Contractual and Relationship Breaches:

A material breach of any warranty, representation, or covenant made under this Agreement, which is not remedied within fourteen (14) days of written notice from the Bank.
Unauthorized Delegation: The delegation, sub-contracting, or assignment of its obligations under this Agreement to a third party without the prior written consent of the Bank.
Engaging in Conflicting Agreements: Entering into an agency banking agreement with any other Financial Institution, in violation of the non-exclusivity terms of this Agreement.
Failure of KYC Protocols: The persistent or material failure to carry out adequate Know-Your-Customer (KYC) procedures for permissible activities.
The Agent shall, on demand, reimburse the Bank for all losses, fines, and costs arising from any transaction processed without adequate KYC.

Consequences of Default.

Upon the occurrence of an Event of Default, the Bank shall be entitled, at its sole discretion and without prejudice to any other right or remedy available to it under law or in equity, to take one or more of the following actions:

Remedial Actions:

Issue a formal warning and demand immediate corrective action.
Suspend the Agent's access to the Bank's systems and the ability to conduct transactions pending investigation.
Require the Agent to provide a financial security or bank guarantee.
Impose a financial penalty on the Agent and such penalties shall in the minimum be equal to any specific financial losses suffered by the Bank.

Termination and Financial Liability:

Terminate this Agreement immediately by providing written notice to the Agent.
Demand immediate payment of all outstanding commissions that may be offset against losses, and any other amounts due.
Pursue a full indemnity: The Agent shall be liable to the Bank in full for any and all losses, damages, liabilities, claims, costs (including legal fees), fines, and penalties incurred by the Bank as a direct or indirect result of the Event of Default.
Set-Off: The Bank may set off any amount owed by the Agent to the Bank against any credit balance in the Agent's Settlement Account or any other accounts held by the Agent with the Bank or against any fee due to the Agent.

13. INDEMNITY

WEMA Bank shall be relying upon the Agent’s skill, expertise, competence and accuracy of all representation and actions made or taken by the Agent in the provision of the Service.
The Agent shall be liable for any loss, fraud, damage or adverse situation where such loss, damage or adverse situation results in whole or in part from wrongful actions, omissions, dishonesty or default, whether done negligently or otherwise by the Super- Agent, its Sub-Agents, directors, officers, employees or representatives, in relation to the performance of the Services or its obligations under this Agreement.
The Agent hereby undertakes to indemnify Wema Bank and keep Wema Bank indemnified against all losses, damages, claims, costs, adverse judgment, legal costs, professional or attorney’s fees and other expenses of any nature whatsoever, incurred or suffered by Wema Bank [or a third party] directly as a result of such negligence, dishonesty, acts, omissions or default of the Agent or any of its Sub- Agents during the term of this Agreement.
The Agent shall co-operate fully with Wema Bank and its attorneys in the preparation of the defense of such action or proceeding and also co-operate with Wema Bank and its attorneys in the event of any proceeding, litigation or suit against Wema Bank arising out of the matter herein contemplated,;
Either party shall not in any way be liable for any damages arising as a result of failure of the electronic or telecommunication service networks proven to be substantially outside its control.

14. NON-ASSIGNMENT

WEMA Bank reserves the right to assign, delegate, sub-contract or otherwise transfer any or all of its rights and obligations under this Agreement, upon written notice to The Agent;
The Agent shall not assign, delegate, sub-contract, or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written consent of Wema Bank.
Any such consent shall be given or withheld at the sole discretion of the Bank.
The Bank shall not be required to provide any reasons for withholding its consent.

15. TERMINATION

Either party reserves the right to terminate this Agreement upon giving twenty-one (21) days’ written notice to the other party if in the aggrieved party’s opinion, the other party:

Fails to perform its obligations under this Agreement in accordance with the agreed terms and conditions of this Agreement, and any further terms and conditions as may be agreed in writing by parties from time to time, provided the aggrieved party shall have delivered a written notice of intention to terminate for non-performance of the other party’s obligation to the other party and that other party fails to remedy such default within 7 days of receipt of such notice;
Breaches or takes any step likely to breach any of its obligation or warranty in this Agreement and the aggrieved party has notified the other party of any such likely breach and that other party fails to cure such breach/steps within 7 days of receipt of such notice;
Carries out any act that will or is likely to have a material adverse effect on the reputation, image and goodwill of the other party;
Ceases or threatens to cease carrying on business or any event occurs which renders that other party unable to comply with its obligations under the terms of this Agreement;
becomes unable to carry operations in Nigeria pursuant to the provisions of the Companies and Allied Matters Act.
If any document, information, representation and data provided by that other party, on the basis of which this Agreement has been entered into is found to be incorrect, misleading or false.

Either Party may terminate this Agreement at any time subject to giving thirty (30) days written notice to the other Party of its intention to terminate.

Upon Termination of this Agreement and upon request by either party, each party shall return to the other all the properties and materials in its possession belonging to the other party.

WEMA Bank shall not be liable to pay any compensation or damages to the Agent in the event of termination of this Agreement.

Provided that in the absence of breach by the Agent, Wema Bank shall on the last working day of the month of termination, reimburse the Super- Agent for any unpaid earned Fee reasonably incurred up till the time of termination.

Immediately upon the expiration or termination of this Agreement for any reason, the Agent shall immediately refrain from taking any action in relation to the service and shall cease to represent itself as agent of Wema Bank.

Particularly, The Agent shall:

cease to use the Trade Mark and other Intellectual Property of the Bank received pursuant to this Agreement, including without limitation, removing all signage from the exterior and interior of its building or premises that include the Trade Mark;
take all necessary steps and do all other acts necessary to remove any other identification of the Agent as a provider of the Services on behalf of Wema Bank, including but not limited to making changes to its website(s), listing in telephone/internet directories etc.;
deliver to Wema Bank all banners, signs, samples, price lists, sales promotion materials and any other materials in the Agent’s possession that were furnished by Wema Bank to The Agent; and
Supply Wema Bank with such information regarding Customers as may be required or necessary for Wema Bank to assume or transfer, continue to service/support with respect to the Services previously performed by the Agent under this Agreement.

A party may without prejudice to any other rights therein, at any time and by giving written notice, forthwith terminate the Agreement if:

The party has any reason to believe that the other party or anyone employed by it or acting on its behalf, whether with or without the party’s knowledge, engage in a fraudulent practice in connection with this Agreement.
There is a substantial change of the ownership or in the control of the other party (save in the event of the restructuring of the group of companies of which the parties form part), without prior notification of such change to the other Party;
The other party fails to satisfy a judgment against it within 21 (twenty one) days after becoming aware of the judgment, except if the Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date following the date on which the attempts to procure the suspension of the execution fail; or
The other party acts against the expressed policies and instructions of the Agreement as expressed in terms of this Agreement.
The other Party is in breach of any applicable law or regulation.

Wema Bank shall be entitled to terminate the Agreement with immediate effect on grounds of gross misconduct, fraud or forgery committed by The Agent.

Notwithstanding any other provision contained in this Agreement, in the event that the Agent fails to provide the Agent Banking Services as agreed, then Wema Bank shall be permitted to terminate this Agreement.

16. SET-OFF

Regardless of the adequacy of any other remedy or rights of Wema Bank under this Agreement, upon breach by the Agent of any of its obligations to Wema Bank under this Agreement or any other agreement to which Wema Bank and the Agent are both parties, and at any time thereafter, Wema Bank will subject to notifying the Agent apply any such moneys or sums standing to the credit of the Agent’s account with Wema Bank in remedy of the Agent’s breach.

17. NOTICES

Any notice required by this Agreement or given in connection with it, shall be deemed appropriately given if sent in writing to contact details stated below by personal delivery;

registered mail; postage prepaid or electronic mail (electronic mails shall be deemed delivered when same crosses the email gateway):

To: The Agent

Attention:

Business Address:

Telephone:

E-mail:

To: Wema Bank

Attention:

The Divisional Head, Retail

Business Address:

WEMA Bank Plc.

8, Idowu Taylor Street,

Lagos Nigeria

Telephone:

E-mail:

ayodele.olojede@wemabank.com

18. CONFIDENTIALITY

The parties agree that they shall use all Confidential Information only for the purpose of the performance of the Services and obligations under this Agreement, and for no other purpose;
The parties shall disclose Confidential Information strictly on a need-to-know basis only to those of its employees and representatives (who are bound to confidentiality as part of their employment or engagement with either Party or who shall have separately agreed in writing to be bound by these confidentiality terms), for the purpose of performance of this Agreement;
The parties agree that they will protect the Confidential Information with the same degree of care as they use to protect their own confidential information (which shall not be less than reasonable care);
Except as provided above, the parties agree that during the Term and for a period of two years following the termination or expiration of this Agreement, they will not disclose Confidential Information to any other person or entity without the express, prior written consent of the other party;
The foregoing confidentiality obligations shall survive the expiration or termination of this Agreement and shall remain binding on the parties, affiliates, successors and assigns for the period stated in Clause 16.4, with the exception, however, of Confidential Information that comes into the public domain without fault of either party, or any employee, agent, or representative; or is disclosed pursuant to a valid court order or legislative/regulative directive.
Each party hereby indemnifies the other against loss, claim or damage arising from a breach of the confidentiality obligations under this Agreement.
This Clause shall survive the expiration or termination of this Agreement.

19. GOOD FAITH

The parties agree that they enter into this Agreement on the basis of trust and undertake that they will observe good faith in implementing the provisions hereof and shall perform their obligations arising from this Agreement diligently and with reasonable care.

20. FORCE MAJEURE

Neither Party shall be liable for failure to perform any obligation under this Agreement if the failure is caused by pandemic, epidemic, war, terrorist actions directly affecting that Party, riot, fire, explosion, flood, injunction, acts or regulations of national or local governments, or act of God, or any other cause not attributable to and beyond the reasonable control of the affected Party and which such Party could not have reasonably foreseen, avoided or overcome;
The Party claiming relief pursuant to Clause 18.1 shall promptly notify the other Party in writing of the facts indicating the existence of force majeure conditions and the relief claimed.
The Parties agree to use their best efforts to overcome such conditions.
Such conditions shall not relieve any Party of its obligation to perform any part of this Agreement at such time and to such extent as may be possible subsequent to the occurrence thereof and within reasonable time thereafter.
Should such conditions continue unabated, despite a Party’s best efforts to overcome them for three (3) weeks from the date of notice given pursuant hereto, then the Party receiving such notice shall have the option to terminate this Agreement without liability to the other Party for the consequences of such termination.

21. SEVERABILITY

If any provision of this Agreement is held by a court of law to be unlawful void or unenforceable, such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without having any effect whatsoever on the validity or enforceability of remaining part of this Agreement.

22. DISPUTE RESOLUTION

Should there be any dispute, difference or controversy between the parties in respect of the Agreement, its validity, interpretation, application or enforcement, the Parties shall take steps to settle such dispute amicably through mutual negotiations.
In the event that the parties are unable to settle the dispute, difference or controversy amicably within a period often (10) Business Days, , it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023
The number of the arbitrator shall be one (1) to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators (UK) Nigeria Branch.
The seat of arbitration shall be Lagos and the language to be used in the arbitration proceedings shall be English.
The award of the arbitrator shall be final and binding on the parties.
The Parties expressly agree that the provision of this arbitration clause shall not operate as a bar to a Party from seeking an urgent interim relief from a court of competent jurisdiction in deserving circumstances.

23. General Security Procedures

General Security Obligations

Without limiting the Agent’ obligation of confidentiality as further described in the Agreement and herein, the Agent will be responsible for establishing and maintaining an information security program that is designed to: ensure that Wema Bank’s Data will not be remotely accessed by the Agent or any third-party through the data services provided by the Agent;
protect against any anticipated threats or hazards to the security or integrity of Wema Bank Data and systems and designate an individual to be responsible for the information security program. Such individual will respond to Wema Bank’s inquiries regarding computer security and be responsible for notifying Wema Bank ‐ designated contact(s) if a breach or an incident occurs, as further described herein.
The information security program will be audited annually as detailed in The Agent’ SSAE 16 and/or SOC 1 audit reports, which will be made available to Wema Bank upon request.
The Agent must conduct formal security awareness training, with a testing component, for all personnel and the Agents as soon as reasonably practicable after the time of hiring or prior to being appointed to provide support for the Services and annually recertified thereafter.
Documentation of Security Awareness Training must be retained by The Agent, confirming that this training and subsequent annual recertification process have been completed, and available for review by Wema Bank.
Wema Bank will have the right to review the Agent’ information security program prior to the commencement of the Service and at any time during the lifetime of this agreement to ensure full compliance with this obligation.
In the event of any actual or apparent theft, unauthorized access to any Wema Bank’s system and without limiting any of the remedies available to Wema Bank, the Agent shall immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and within two (2) business days following discovery of any such event, provide Wema Bank notice thereof, and such further information and assistance as may be reasonably requested.
The Agent shall not either remotely or onsite access any of Wema Bank’s Data and whenever accessed, the Agent shall not transmit such data through any medium (the internet or a wireless network) nor shall it store any of the data on any mobile computing device, such as a laptop computer, USB drive or portable data device

Network and Communications Security

All the Agent connectivity to Wema Bank computing systems and all attempts at same will be only through Wema Bank’s security gateways/firewalls and only through Wema Bank ‐ approved security procedures.
the Agent will not access and will not permit unauthorized persons or entities to access, Wema Bank computing systems and/or networks.
the Agent will take appropriate measures to ensure that the Agent’s systems connecting to Wema Bank’s systems, and anything provided to Wema Bank through such systems do not contain any Disabling Device.
For purposes of this Agreement, “Disabling Device” means any programs, mechanisms, programming devices, malware or other computer code (i) designed to disrupt, disable, harm, or otherwise impede in any manner the operation of any software program or code, or any computer system or network (commonly referred to as “malware”, “spyware”, “viruses” or “worms”);
(ii) that would disable or impair the operation thereof or of any software, computer system or network in any way based on the elapsing of a period of time or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices);
(iii) is designed to or could reasonably be used to permit a party or any third party to access any computer system or network (referred to as “trojans”, “traps”, “access codes” or “trap door” devices);
or (iv) is designed to or could reasonably be used to permit a party or any third party to track, monitor or otherwise report the operation and use of any software program or any computer system or network by the other party or any of its the Companies

24. INTERNATIONAL STANDARD ORGANISATIONS (ISO)

The Bank shall have the right to terminate this Agreement (together with any related agreements, including licenses and/or Statement(s) of Work) and receive a full refund for all monies prepaid thereunder in the event that the Agent fails to satisfy the applicable International Standard Organisation (ISO) quality standards..

25. Insurance Clause for Cyber ‐ liability Insurance.

The Agent agrees to purchase and maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”) covering:

liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology/professional services or in connection with the specific services described in this Agreement:
Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended;
Data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems;
Loss or denial of service;
No cyber terrorism exclusion; Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).
Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of The Agent or an independent the Agent working on behalf of The Agent in performing services under this Agreement.
Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world.
Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a breach of confidentiality or breach of security by or on behalf of The Agent.

26. GENERAL

The invalidity, illegality, or unenforceability of any of the provisions of this Agreement shall not affect the validity, Legality and enforceability of the remaining provisions of this Agreement.
The failure of either Party to insist upon the strict performance of any provision of this Agreement or to exercise any right, power or remedy consequent upon a breach hereof shall not constitute a waiver by such party to require strict and punctual compliance with each and every provision of this Agreement.
This Agreement may be signed in counterparts and copies signed in counterpart shall constitute the Agreement.
This Agreement and the incorporated documents represent the entire Agreement and understanding between the Agent and Wema Bank.
No statement, representation, warranty, covenant, indemnity, or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict the express terms and provisions of this agreement.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party.

27. INDEPENDENT RELATIONSHIP

The Agent acknowledges that it is an independent contractor and not an employee of Wema Bank and shall not hold itself as suchand shall have no authority to bind Wema Bank in any Agreement, undertaking or transaction and howsoever by any promise or representation unless specifically authorized in writing by Wema or authorized under the performance of the Agent’s obligations under this Agreement.
The Agent shall be solely responsible for all its acts and omissions attributable to it, in the course of carrying out its obligations under this Agreement.
The Agent confirms that under no circumstances whatsoever shall it execute and perform the services covered by this Agreement in such a manner or scope that can be construed as constituting an employer-employee relationship between Wema Bank and the Agent.

28. GOVERNING LAW

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

29. IT SECURITY POLICY

The Agent hereby undertakes that it shall comply with all applicable legislation and the provisions and requirements for third parties stated within Wema Bank’s information security policies, standards and procedures.
The security policies, standards and procedures are made available to the Agent, and Wema Bank notifies the Agent promptly of any changes or updates to the said policies, standards and procedures.

30. RIGHT TO AUDIT

Wema Bank shall have the right to conduct audit and review the due diligence of the Agent’s operations, processes, and IT security infrastructure, among other things as they affect the execution of this Agreement as may be reasonably required by Wema Bank from time to time upon giving a 7-day notice in writing of its intention to do so.
Wema Bank shall have the right to: (a) access any premises used to provide the Services or from where the Services are managed or administered; (b) interview any of the Agent’s personnel, and (c) copy any relevant record to audit the Agent’s compliance with this Agreement.
This right to audit shall extend to agents and consultants duly appointed by Wema Bank by an instrument in writing.
The Agent shall, provide all assistance reasonably requested by Wema Bank in relation to the audit, including access to its personnel, records and facilities relate to the provision of the Services.

31. LIMITATION OF LIABILITY

Neither Wema Bank nor its agents, employees, subcontractors shall be liable for:

defamation, or infringement of intellectual property from or in connection with the Agent’s breach of its obligations under this Agreement;
any claim arising out of any default act or omission of the Agent or any other entity furnishing services or equipment for use in conjunction with the service provided hereunder;
any unlawful or unauthorised use of the Services provided hereunder by the Agent, its employees, agents, or invitees;
any claim arising out of a breach of the privacy or security of communications transmitted over the facilities or other property of the Agent.

The total liability of the Bank for all claims of any kind arising as a result of or related to this service provided by this Agreement shall not exceed an amount equal to the amount earned by the Bank (commission earned) from the transactions carried out by the Agent during the last six months period preceding the date the claim arises.

32. DATA PRIVACY & PROTECTION

Parties acknowledge that information/data belonging to Wema Bank and its customers are subject to Nigeria Data Protection Act, 2023 and Nigeria Data Protection Regulation and shall at all times ensure compliance with these laws/regulations and any other regulation regarding the standard of security in usage and storage of data in Nigeria.
Notwithstanding any provision in this Agreement to the contrary, each Party shall indemnify each other for losses or liabilities resulting from its breach of any law or regulation on data usage and/or protection.
In collecting, storing, and analyzing data belonging to the Bank, the Agent shall observe all applicable laws on Personal Data protection and/or privacy requirements of the Federal Republic of Nigeria, including, without limitation, the Constitution of the Federal Republic of Nigeria, and the Nigeria Data Protection Act 2023 (NDPA) in respect of the data to be provided to it by Wema Bank under this Contract.
The Agent shall ensure that they fully complies with the provisions of the NDPA and only deal with the data to fulfil its obligations under this Contract.
Parties shall indemnify the other for any breach of the NDPA which renders that party liable for any costs, claims or expenses.
In fulfilment of its obligations under the NDPA, the parties shall have such security measures or systems in place to ensure full compliance with the NDPR and all other applicable laws: such measures shall include but not be limited to protecting systems from hackers, setting up firewalls, storing data securely with access to specific authorized individuals, employing data encryption technologies, developing organizational policy for handling Personal Data (and other sensitive or confidential data), protection of its emailing systems and continuous capacity building for staff.
Notwithstanding any provision in this Agreement to the contrary, either party shall indemnify the the other to the full extent of its losses or liabilities resulting from the breach of any law or regulation on data usage and/or protection.
Furthermore, parties shall indemnify each other for all losses arising from their failure to implement any of the control measures as required by the Data Protections laws and Regulations.
Parties agree that they shall take reasonable steps to ensure the reliability of any employee, Company or contractor of any contracted processor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Personal Data, as strictly necessary for the purposes of this Contract, and to comply with Applicable Laws in the context of that individual’s duties to the contracted processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Parties agree that they shall protect the data disclosed pursuant to the provisions of this Agreement using the highest possible standard of care that is applicable to safeguarding data, proprietary or secret information and that such information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof or access thereto.
Either party may at any time, request the other party to return any material containing, pertaining to or relating to the data provided pursuant to the terms of this Agreement and may, in addition request the party to furnish a written statement to the effect that, upon such return, it has not retained in its possession, or under its control, either directly or indirectly, any such material.
The party shall comply with a request in terms of this clause, within seven (7) days of receipt of such request.
Parties shall ensure that the obligations imposed under this clause shall be imposed on any third party/partners providing services in relation to this Contract and shall provide evidence of compliance upon request from the other party.

IN WITNESS WHEREOF the parties have authorized their representatives to execute this Agreement the day and year first above written.

Signed for and on behalf of the within named WEMA Bank PLC

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: …………………………………..

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: ..................................................

Signed for and on behalf of the within named

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: …………………………………..

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: ..................................................

SCHEDULE I: SCOPE OF SERVICES

1. PERMISSIBLE ACTIVITIES

The Agent may only enagage in the activities stated below:

Cash deposits (cash-in) and cash withdrawals (cash-out) within the transaction limits prescribed in Section 11 of the Guidelines;
Facilitating bill payments;
Funds transfer services (Naira transactions only);
Account balance enquiry transmitted by short messaging service or email to customers;
Generation and issuance of mini bank statement transmitted by short messaging service or email to customers;
Provide account opening forms on behalf of the Principal and assist in the review and submission of account opening forms to the Principal;
Facilitating cheque book request and collection;
Collection of bank mails /correspondence for customers; and
Such other services as may be approved by the CBN from time to time.

2. PROHIBITED ACTIVITIES

The Agent shall not:

Operate or carry out any transaction when there is communication failure with Wema Bank;
Carry out a transaction where a receipt or acknowledgement cannot be generated;
Charge WEMA Bank’s customers any fee except as stated in this Agreement;
Give any guarantee on behalf of Wema Bank;
Offer banking services on its own accord, except as may be permitted by any other written law to which the Agent is subject to in its’ capacity as Sole Agent;
Continue with the agency business when it has a proven criminal record involving fraud, dishonesty, integrity or any other financial impropriety;
Provide, render or hold itself out to be providing or rendering any banking service on behalf of Wema Bank which is not specifically permitted in this Agreement;
Open accounts, grant loans or carry out any appraisal function for purposes of opening an account or granting of a loan or any other facility except as may be permitted by any other written law to which the Agent is subject;
Undertake cheque deposit and encashment of cheques;
Transact in foreign currency;
Provide cash advances on behalf of Wema Bank;
Be operated or managed by Wema Bank employee or the employee’s associate;
Sub-contract another entity to carry out the Services on its behalf;
Loan underwriting, investment and forex services;
use of non-human/automated machines as Agents
delegation of permissible activities to another entity or individual.
Any other activity prescribed as prohibited by Wema Bank from time to time and communicated to the Agent in writing.

SCHEDULE II

APPLICABLE COMMERCIALS FOR AGENT

TRANSACTION	BAND/AMOUNT	CUSTOMER CHARGE	COMMISSIONS
			Agent	ANM/KAM
Facilitation of account Opening	20 Accts. (per month)	N1000 Minimum account opening balance	N200 per Acct.	N50 per Acct. based on agents under the network
Provisioning and Submission of Customer Data With Verifiable Customer Consent	Min of 100,000 Acct. (per month)	Zero	N50. Per Acct	N30. Per Acct.
BANKPASS TRANSACTIONS
Deposit	N1- N50,000	50.00	30	10.00
Withdrawal	N1- N30,000	100.00	40	10.00
Funds Transfer	< N20,000	52.50	10	10.00
	> N20,000	100.00	20	15.00
Bills Payment	Nil	100.00	30	15.00
Airtime	Nil	Nil	2%	Nil
POS TERMINAL
Card Transactions		0.52% of MSC capped @N100	Nil	14% of 0.175% capped @N5
NIP Transfer	Per Transaction	20.00	Nil	N3.50
BVN ENROLLMENT
BVN Enrolment	For every successful enrollment	Nil	100	Nil

SCHEDULE III

DISPUTE RESOLUTION MECHANISM (AT AGENT LOCATIONS)

In the event of any irregularities in the process of carrying out transactions at agent locations, the following shall apply:

Agent shall escalate complaint to Wema Bank and/or Customer Complaint Resolution Officer at WEMA Bank within 24 hours of receipt of such complaint.
Escalation shall be via designated email addresses and/or mobile numbers which would be availed the Agent at the point of engagement for the purpose of prompt issue escalation.
WEMA Bank upon receipt of such complaint shall acknowledge and provide resolution timeline.
Designated contact number and/or email shall also be conspicuously displayed at the Agent location to enable customers escalate complaints directly to Wema Bank if need be.

SCHEDULE IV: KYC Requirements for permissible activities

Valid means of Identification.
Verifiable debit cards
Customer’s BVN/NIN for account opening
Verifiable address of the customer

SCHEDULE V

ANTI-CORRUPTION, ANTI-BRIBERY AND ANTI-MONEY-LAUNDERING PREVENTION AGREEMENT

BETWEEN

WEMA BANK PLC

AND

This Anti-Corruption, Anti-Bribery and Anti-Money-Laundering Prevention Agreement (hereinafter called “this Agreement”) is made this 2nd day of October, 2025 (“effective date”).

Between:

Wema Bank Plc, a Company incorporated under the laws of the Federal Republic of Nigeria and having its registered office at Wema Towers, 54, Marina Road, Lagos. (hereinafter called “the Bank” and which expression shall where the context so admits include its successors-in-title and assigns) of the first part;

And:

, a limited liability Company incorporated in Nigeria and having its offices at (hereinafter called “the Company” and which expression shall where the context so admits include its successors- in-title and assigns) of the other part.

The Bank and the Company shall each be hereinafter referred to as a party and jointly as “the Parties”.

WHERE AS:

WHEREAS, the Parties have maintained an ongoing business relationship and may from time to time establish new business relationships

In furtherance of and to strengthen their existing relationship, it is required that the parties agree on their respective compliance obligations to all applicable laws and regulations against bribery, corruption, money laundering and related offences.

The Parties now wish to out the terms of their engagement as it relates to compliance with anti-corruption, anti-bribery and anti-money laundry and other related offences laws and regulations in the manner hereinafter appearing

1. Definitions and Interpretations

1.1 Definitions

For the purposes of this Agreement:

“Anti-Corruption Laws”: means any laws, regulations, orders, decrees or directive applicable to both parties having the force of law in Nigeria or any other jurisdiction where the jurisdiction where parties operates its business and relating to bribery, kick-backs, fraud, soliciting for any undue advantage or similar practices. including, without limitation, the Corrupt Practices and Other Related Offences Act, 2000, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, ISO 37001 and any successor or amending legislation).
“Anti-Money-Laundering Laws” means all applicable laws, regulations and guidance relating to money-laundering, terrorist financing, combating proliferation, financial sanctions, customer due-diligence and suspicious transaction reporting (including, without limitation, the Money Laundering (Prevention and Prohibition) Act, 2022, Terrorism (Prevention and Prohibition) Act, 2022 (“TPPA 2022”) relevant amendments and successor enactments and regulations).
“Gratification” means but not be limited to: money, donation, gift, loan, fee, reward, valuable security, property or interest in property (property being property of any description, moveable or immovable, tangible or intangible, real or personal whether situated in Nigeria or elsewhere), promise of employment, contract of empowerment or services.
“Prohibited Payment” means any payment, gift, facilitation payment, kickback, bribe, rebate, secret commission, or other advantage (whether monetary or non-monetary) made directly or indirectly to any Public Official (or to any third party where the payer knows or ought to know that it will be used for corrupt purposes).
“Sanctions” means any economic, financial or trade sanctions or embargoes, restrictive measures, laws, regulations or guidance administered, enacted or enforced by: (i) the United Nations; (ii) the United States (including OFAC); (iii) the United Kingdom (including OFSI); (iv) the European Union; (v) the Federal Republic of Nigeria (including the Central Bank of Nigeria and the Office of the Attorney General of the Federation); or (vi) any other relevant governmental or regulatory authority.
“Sanctioned Person” means: (i) any person (natural or legal) listed on a Sanctions list; (ii) any person located in, resident in, or organized under the laws of a country or territory that is itself the target of comprehensive territorial Sanctions (including, as of the date of this Agreement, Crimea, Donetsk, Luhansk, Iran, North Korea and Syria); (iii) any person owned or controlled, directly or indirectly, by any person described in (i) or (ii) above; or (iv) any person otherwise targeted by any Sanctions.

1.2 Interpretations

1.2.1 Reference to:

a person includes a legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated);
a statutory or regulatory body shall include its successors and any substituted body;
an individual includes, where appropriate, his personal representatives;
the singular includes the plural and vice versa; and
one gender includes all genders.

Clause headings in this Agreement and in the appendixes are for ease of reference only and do not affect the construction of this Agreement or its appendixes.

2. INDUCEMENT AND ANTI GRAFT

2.1 A party shall not offer to give any person (“person” meaning that parties employees or third Parties acting on behalf of that party) any gratification or consideration of any kind as an inducement or reward for doing or not doing or having done or omitting to do a favour or for a disfavour to another person in the discharge of official duty, duties or in relation to any matter connected with his/her job functions as it relates to parties’ business relationship.;
2.2 In the fulfilment of the obligation imposed by this this clause, each party owes a duty to the other party(s) to report any person(s), who request for personally or through an agent, (agent meaning any person employed by or acting on behalf of another), accepts, receives or obtains any property or benefit of any kind for himself or herself or for any other person, on account of a reward in any of the instances stipulated herein. The Company may effect its report by calling the Bank anonymous line or by logging on to our whistle blower site on www.wemabankplc.com.
2.3 Any breach of the terms of this clause by any party or by that party’s employees, Subcontractors, agents or anyone acting on their behalf shall entitle the other party(ies) to terminate the contract forthwith. Termination shall be without prejudice to any other remedies available to the party at law which may include criminal prosecution for corrupt practices

3. ANTI-CORRUPTION

Parties shall comply with all applicable anti-bribery and anti-corruption Laws, regulations, guidelines, codes of practice in Nigeria and any relevant jurisdiction including without limitation, the Foreign Corrupt Practice Act of the United States of America, the Bribery Act 2010 of the United Kingdom etc.

4. ANTI-MONEY LAUNDERING

All parties shall ensure that it shall use its best endeavours to ensure compliance with anti-money laundering laws and best practices and it shall set up internal structures to track, prevent and detect such violations including breaches of all such laws, regulations and conventions.

5. SANCTIONS

5.1 The Company represents and warrants that it is not, and is not owned or controlled by, a Sanctioned Person.
5.2 The Company covenants that it shall not, directly or indirectly, use any account, facility or service provided by the Bank, or engage in any transaction, in any manner that would cause the Bank to violate any applicable Sanctions.
5.3 The Company shall not, in connection with any business relationship with the Bank, engage in any transactions or dealings with, or for the benefit of, a Sanctioned Person, or in any Sanctioned Country, to the extent such transactions or dealings are prohibited by applicable Sanctions.
5.4 The Company shall implement and maintain policies and procedures designed to ensure compliance with applicable Sanctions, including screening its customers, business partners, and counterparties against relevant Sanctions lists.

6. REPRESENTATIONS AND WARRANTIES

Neither it nor, its directors, officers, employees, agents, consultants or other persons acting on its behalf has in connection with the parties’ business relationship:

offered, given, promised or authorised, or will offer, give, promise or authorise, any Prohibited Payment to (or for the benefit of) any person or entity, or
engaged in any act or omission the doing of which would constitute an offence under applicable Anti-Corruption Laws or Anti-Money-Laundering Laws and sanctions.
It has implemented and will maintain in effect, policies and procedures, and controls designed to ensure compliance by it and its officers, employees, and agents with Anti-Corrupt Practices and anti-money laundering laws or sanctions.
not make any payment to, or enter into any contract with, any intermediary, agent, consultant, representative or other third party in connection with this Agreement unless such third party has been selected in accordance with written procedures which include reasonable checks on reputation, capability and integrity (including identity, beneficial ownership and sanctions screening) and is subject to written contractual anti-corruption and AML and sanctions undertakings equivalent to those in this Clause;
implement and maintain appropriate training of employees and agents with respect to anti-corruption and anti-money laundering and sanctions obligations.
maintain, for a minimum of six (6) years following the termination of this Agreement, full, accurate and contemporaneous books, records and accounts in sufficient detail to demonstrate compliance with this Agreement and, on reasonable prior notice, make such records available to the other Party and, where required by law, to competent authorities; and
It shall notify the other party promptly and in any event not later than two (2) business days notify the other Party in writing if it becomes aware of: (i) any request for or allegation of any Prohibited Payment; (ii) any investigation, inquiry, charge or enforcement action by any competent authority (including the ICPC, EFCC, Central Bank of Nigeria or other regulatory or law enforcement body) in relation to matters relevant to this Agreement; or (iii) that it becomes a Sanctioned Person or is charged with, or convicted of, a sanctions offence; or (iv) any material breach of this Clause.
To co-operate fully (including by providing documents and reasonable assistance) with any internal or external investigation reasonably relating to this Agreement and shall, where lawfully permitted, make available witnesses, records and other information requested by the investigating authority or by the other Party.

7. AUDIT AND INSPECTION RIGHTS

The Bank shall have the right to conduct audit review/due diligence of the Company’s operations, processes, among other things as they affect compliance with this Agreement as may be reasonably required by the Bank from time to time upon giving a 7-day notice in writing of its intention to do so.
The Bank shall have the right to: interview any of the Company’s personnel, and copy any relevant record to audit the Company’s compliance with this Agreement.
This right to audit shall extend to agents and consultants duly appointed by the Bank by an instrument in writing

8. REMEDIES AND TERMINATION

(a) If a Party (the “Breaching Party”) breaches any representation, warranty or covenant in this Clause, the other Party may: (i) require immediate remedial action; (ii) suspend performance of its obligations under this Agreement pending satisfactory remedial action; and/or (iii) terminate this Agreement for cause by written notice with immediate effect.
(b) Termination or suspension under this Clause shall be without prejudice to any other remedy available at law or in equity, including claims for damages or specific performance.

9. INDEMNITY.

The Breaching Party shall indemnify and hold harmless the other Party from and against all losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of this Clause or any non-compliance by the Breaching Party (or its personnel, agents or subcontractors) with Anti-Corruption Laws or Anti-Money-Laundering Laws or sanctions.

10. EQUITABLE RELIEF.

Each Party acknowledges that a breach of this Clause may cause irreparable harm for which damages would be an inadequate remedy and that, in addition to any other remedies, the non-breaching Party shall be entitled to seek injunctive or other equitable relief.

11. SEVERABILITY AND SURVIVAL.

(a) The provisions of this Clause are severable from any Agreement capturing the parties’ business relationship and shall survive termination or expiry of the Agreement.
(b) Any termination under this Clause shall not relieve the Breaching Party from liability for acts or omissions occurring before termination.

12. OVERRIDING EFFECT

This Agreement shall prevail over any and all other agreements, contracts, or arrangements (whether written or oral) between the Parties in respect of the parties business relationship.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other agreement between the Parties, the provisions of this Agreement shall prevail and govern to the extent of such conflict or inconsistency.
The obligations contained herein are fundamental to the relationship between the Parties and are intended to be supplementary and cumulative to any other contractual or common law obligations.

13. NOTICES.

All notices required by this Clause shall be given in writing to the addresses set out above (or to such other address as a Party may notify the other in writing) and shall be effective on receipt.

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SERVICE LEVEL AGREEMENT

FOR AGENCY BANKING

BETWEEN

WEMA BANK PLC

AND

THIS AGENCY AGREEMENT is made this 5 March, 2026 (“Effective Date”)

BETWEEN

AND

, a company incorporated in Nigeria and its address (hereinafter called “the Agent” which expression shall include its successors-in-title and assigns) of the other part.

Collectively described as the “Parties” and individually as the “Party”.

WHEREAS:

Wema Bank is desirous of appointing as agent to provide Agency Banking Service (“the Services”) in the manner set out in the Central Bank of Nigeria “Guidelines for the Operation of Agent Banking in Nigeria” (“the Guidelines”) and in the capacity of an Agent as defined under the Guidelines.
The Agent represents to Wema Bank that it has met all the requirements set out in the Guidelines and other applicable laws in Nigeria, and is fully capable, competent and adequately equipped in terms of skill, personnel, knowledge, experience, capability, machineries, and necessary personnel and facilities to recruit, set-up, monitor and effectively act as an Agent in relation to Agent Banking model.
The Agent has accepted to provide the Services as required by Wema Bank and to the satisfaction of Wema Bank in the manner and under the terms and conditions hereinafter stipulated.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

Terms used in this Agreement (including the Recitals) shall have the meanings specified in this Clause:

“Agreement” means this Service Level Agreement for Agent Banking;
“Business Day” means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks in Nigeria are open for business.
“BVN” means Bank Verification Number;
“Account Opening” mean assisting potential customers to open WEMA Bank accounts.
“CBN” means Central Bank of Nigeria.
“Confidential Information” means: (a) any information relating to either party, or any of its customers, received or held by the other party (which has been transferred disclosed or obtained orally, visually, electronically or by any other means) in connection with the Services and includes, without limitation, personal information concerning the Customer’s Account, the Customer’s transaction information and details and all other information acquired by either party in connection with this Agreement or the performance of the Services; and/or (b) all information received by a party in connection with the installation, use, operation and maintenance of any system or materials provided by the other party in connection with the Service.
“Customer” means any person who has subscribed or registered for the use of WEMA Bank agent banking services.
“Customer Account” means the account of an existing WEMA Bank Customer or a new WEMA Bank account opened at an agent location.
“WEMA Bank Equipment” means all facilities, information, documentation including hardware, software and other resources provided to The Agent by WEMA Bank in connection with the installation, use, operation, modification, support and maintenance of any system or materials required for the Services and the provision of the Services and includes WEMA Bank Software’s.
“WEMA Bank Platform” means the Account Opening Web Engine (“AOWE”); API and/or USSD/Bank *945# or any other platform required to be downloaded unto sub-agent devices to enable them carry out WEMA Bank Services to customers and prospective account holders.
“Intellectual Property Rights” means all copyright and rights in the nature of copyright, trademarks (including all goodwill in them) and domain names, registrations and applications for registration of any of the above, moral rights, know-how, confidential information, and any other intellectual or industrial property rights, whether now known or in the future arising.
“KYC” means know your customer requirements specified by the CBN and as may be amended from time to time.
PIN means the four-digit Personal Identification Number being the secret code chosen to access and operate the account.
“One Time Password” means a four-digit PIN sent to the customer’s phone for SIM not present transactions which is used as second level authentication.
“Receipts” shall mean all forms of durable and verifiable acknowledgements including paper, email and SMS.
“Mobile Equipment” means a customer’s mobile phone/mobile gadget and SIM Card, which when used together allows access to WEMA Bank Services.
“MLPPA, AML/CFT/CPF & Sanctions Laws” means the Money Laundering (Prevention and Prohibition) Act, 2022, and the regulations made pursuant thereto, the Terrorism (Prevention and Prohibition) Act, 2022, the Central Bank of Nigeria Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction Regulations, 2022, and the Nigerian Sanctions Persons Act, 2022, in each case as amended, restated, supplemented, or replaced from time to time.
“NIBSS” means the Nigeria Inter-Bank Settlement System Plc.
“Services” means the services to be provided by the Agent in accordance with the terms of this Agreement and more specifically detailed in Appendix I hereto or as may be agreed in writing from time to time.
“Service Point” means the office of the Agent or Sub-Agents to be used in connection with the provision of the Services.
“Term” means the “Initial Term” and the “Renewal Term” as both defined in Clause 4 hereof.
“Transaction” means any approved Cash-In or Cash-Out payment, and Fund Transfers carried out by a Customer through the WEMA Bank Agency Banking platform to a maximum limit set under the Guidelines.

Reference to:

a person includes a legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated);
a statutory or regulatory body shall include its successors and any substituted body;
an individual includes, where appropriate, his personal representatives;
the singular includes the plural and vice versa; and
one gender includes all genders.

Clause headings in this Agreement and in the appendixes are for ease of reference only and do not affect the construction of this Agreement or its appendixes.

2. APPOINTMENT

2.2 The parties acknowledge and agree that the Agent is an independent contractor and not an employee, agent, or representative of WEMA Bank whatsoever.

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Employees, subcontractors, and other personnel of the Agent are not and shall not be deemed to be employees of WEMA Bank.

3. SCOPE

The Agent shall provide the Services between the hours of 8am to 5pm within the agreed geographical area on business days and shall ensure availability of service to Wema Bank customers during the period, subject to the availability of the applicable WEMA Bank Equipment and WEMA Bank Platform.
The Agent shall utilize its own staff and resources for the provision of the Services, and they shall not be referred to or treated as employees of WEMA Bank or be entitled to be compensated by WEMA Bank in any manner.

4. TERM

This Agreement may otherwise be terminated before expiry of the term in line with Clause 13 of this Agreement.

5. EXCLUSIVITY

The Agent shall not enter into any agency agreement with another Financial Institution, Super Agent, or Principal (as defined in the applicable Guidelines).

This Bank retains the right to appoint other agents during the subsistence of this Agreement.

6. OBLIGATIONS OF THE AGENT

In the provision of the Services as contemplated under this Agreement, the Agent shall be required to undertake the following:

Ongoing Legal and Regulatory Adherence: The Agent shall strictly comply with:

all applicable laws, guidelines, and regulations, including but not limited to the Money Laundering (Prevention and Prohibition) Act, 2022, the Terrorism (Prevention and Prohibition) Act, 2022, the CBN AML/CFT/CPF Regulations, and all CBN Circulars and Guidelines on Agent Banking, as amended from time to time (collectively, the Applicable Regulations);
the Anti-Bribery and Anti-Money Laundering Agreement attached as Schedule 5; and
all operational guidelines, manuals, and risk management policies provided by WEMA Bank.

Transaction and Cash Management:

The Agent shall strictly adhere to all transaction limits set by WEMA Bank and the CBN Guidelines, including but not limited to the daily and weekly limits for cash-in, cash-out, and bill payments as detailed in this Agreement.
The Agent shall ensure that its daily cumulative cash-out limit across all its service points does not exceed ₦ 1,200,000.00 (One Million Two Hundred Thousand Naira).
The Agent shall comply with the below stated transaction limit as set out under the Guidelines:

S/N	Customer Transactions	Daily (N)	Weekly (N)
1	Cash-in (deposit)	100,000	500,000
2	Cash-out (withdrawal)	100,000	500,000
3	Bill Payments	100,000	100,000

The Agent shall be solely responsible for the security and management of cash float and all transactional funds at its service points.

Specific Regulatory and Incident Reporting: The Agent shall ensure that all regulatory returns required by the CBN are submitted accurately and when due, including data on:

Nature, value, and volume of transactions;
Incidents of fraud, theft, or robbery;
Data of all customers that have transacted with he Agent; and
Nature and number of customer complaints and remedial measures taken.

The Agent shall immediately report any suspicious activity, security breaches, or operational incidents to WEMA Bank and the relevant authorities, as required by law.

Access for Audit and Inspection: The Agent shall grant to WEMA Bank and the Central Bank of Nigeria, their respective representatives, free, full, unfettered, and timely access to its:

internal systems and software relating to the Services;
documents, reports, and records (including transaction logs and KYC data);
staff and sub-agents; and
premises and service points, for the purpose of audit, inspection, monitoring, and ensuring compliance with this Agreement and the Applicable Regulations, upon reasonable notice (except where law or regulation permits otherwise).

Comply with the Anti-bribery and Anti-money laundering Agreement attached as Schedule 5 to this Agreement

7. OBLIGATIONS OF WEMA BANK

In pursuance of this Agreement, WEMA Bank shall be required to undertake the following:

To provide such support to the Agent as the Bank may consider necessary to ensure the smooth operations of the Agency Banking service by the Agent;
Set transaction limits on the system regarding transactions that may be carried out by the Agent. Transaction limits set by Wema Bank shall be as advised to the Agent from time-to-time and shall be subject to the categorization and risk profiling of the Agent by the Bank.;
To ensure that all payments are made to the Agent in the manner specified in Schedule II to this Agreement;
Subject to the Bank’s discretion, the Bank may carry out periodic onsite visits to ensure that the Agent operate strictly within the requirements of CBN, the Agent Regulations, this Agreement and all applicable laws;
Ensure maximum uptime of its systems to which the Agent shall integrate to. The Bank however, does not guarantee that there will not be downtime in network or glitches as the case may be but will use its best endeavours to correct downtime and identified glitches to ensure that its systems performs significantly in line with documentation.
Provide an Application Program Interface for integration to the Agents’ devices such that the Agent would have online real time access to Wema Bank’s Account Opening Portal and transactional portal that may be required for the Agency Banking service.

8. REPRESENTATION AND WARRANTIES

8.1 The Agent hereby makes the following representations and warranties to WEMA Bank, with full knowledge that they shall be relied upon by Wema Bank:

That the Agent was duly registered, is validly existing and a going concern, has been in legitimate commercial activity for at least twelve (12) months preceding the date of appointment as an Agent and is in good standing under the laws of the Federal Republic of Nigeria;
That the Agent has the requisite skills, experience, personnel, technology, and appropriate physical infrastructure to provide the Services in line with Schedule 1.
That all necessary Agent corporate actions, consents, licenses, approvals, or authorizations required to deliver its obligations in this Agreement including the validity or enforceability of this Agreement have been obtained, are valid and subsisting;
That all the information relating to the Agent or otherwise relevant to the matters contemplated by this Agreement which has been provided to Wema Bank by the Agent is true and correct in all material respects and contains no material omission relating to the Agent’s obligations under this Agreement. The Agent shall promptly notify Wema Bank upon becoming aware of any material change in such information which may have any material effect to the Super- Agent's performance of the Services;
That the Agent shall maintain the highest level of professionalism in providing the Services under this Agreement and shall not engage in, or conduct any activity that could tarnish or otherwise damage WEMA Bank’s name, brand, business or reputation.;
That the Agent has not been classified as a non-performing borrower by any financial institution in the last twelve (12) months preceding the date of signing this Agreement and this position shall be maintained for the duration of this Agreement;
The Agent acknowledges that all information or data that the Agent collects in relation to Agent Banking Services for WEMA Bank, whether directly from Wema Bank’s customers, WEMA Bank or other sources is the property of WEMA Bank and such information shall be kept confidential;
The Agent shall perform the Services as an independent contractor and accept full responsibility for health, safety, and environmental matters in the rendering of the Services and agrees to comply with all applicable health, safety and environmental matters relating to the Services;
The Agent shall make its staff members available to undergo training and accreditation where required by Wema Bank;.
This Agent Banking Services is subject to CBN’s regulatory review and the Agent shall timeously make available to Wema Bank; all relevant, documents, reports, records, etc. as may be reasonably required from time to time;
The Agent shall at all times ensure safe-keeping of all relevant records, data, documents or files. Such records, data, documents and files shall be shared with Wema Bank upon request;
The Agent shall perform the Agent banking Services with reasonable care, due diligence and skill and in accordance with the standards and procedures required of a reasonable and prudent business man especially in the prevention of fraudulent services;
The Agent shall not act, or omit to act, in any manner that may contravene or compromise the sales standards of Wema Bank as contained in Wema Bank’s Sales Standards communicated to the Agent;
The Agent acknowledges that all information, documents and data it collects in relation to Agency Banking services, whether from the customers, Wema Bank or from other sources, is the property of Wema Bank and such information shall be kept confidential and shall remain the property of Wema Bank;
Upon termination of this Agreement and no later than 7 (Seven) days thereof, The Agent shall deliver to Wema Bank the maintained financial records of all transactions processed by the Agent network for Wema Bank. For as long as the Agreement subsists, parties shall ensure that all settlement information details are preserved for a minimum period of 6 years from the date they were generated;
The Agent shall provide to Wema Bank, infrastructural and technical description of electronic devices it shall use to perform the services and Wema Bank undertakes to keep this information confidential;
The Agent assumes full responsibility for its network’s appointments, defaults, liabilities and liquidity management;

Wema Bank makes the following representations and warranties to the Agent:

Wema Bank warrants that the Agent’s corporate information, device schematics, business model, and customer data disclosed to Wema Bank shall be kept confidential and shall not be disclosed or otherwise used by Wema Bank for any purpose outside this Agreement without the prior written consent of The Agent;
Wema Bank represents and warrants that it shall perform its obligations under the Guidelines.

9. PARTIES’ RIGHTS

WEMA Bank shall from time to time review the Agent's performance of its obligations under this Agreement to determine whether the Agent has performed satisfactorily in accordance with Wema Bank’s specifications;
Failure or delay by one party to exercise any right or privilege, power or remedy to which it is entitled under this Agreement shall not constitute a waiver of such right or privilege, power or remedy;
A waiver under this Agreement shall be in writing and a waiver by one party of a breach of any provision in this Agreement by the other party shall not be deemed a waiver of any subsequent breach of the same or another provision.

10. FEES

Wema Bank shall pay to the Agent commission as stated in Schedule II to this Agreement.
Commission for the referral of new customers and the successful collection and submission of account opening documents and the required KYC documentation.
The commissiom shall be paid into the Agent’s operating account with Wema Bank on or before the 10th working day of the following month, subject to Wema Bank's successful verification of the KYC documents and the subsequent opening of the referred account(s) by Wema Bank .
Save as specified in schedule II below, the Parties hereby expressly agree that the Agent, its Sub-Agents, staff and personnel shall have no other claims against WEMA Bank for commissions, salaries or other means of remuneration and expense in relation to the Services pursuant to this Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

Subject to other provisions of this Clause 10, each party may, in all publicity and promotional materials relating to the Services, use and display all marks proprietary to the other (“the Trademarks”) solely for the performance of this Agreement and in accordance with agreed terms.
The Agent undertakes that it shall not use the name or brand of WEMA Bank for any other activity asides that prescribed under this Agreement.
The Agent acknowledges that the copyright and all other intellectual proprietary rights in the Wema Banking Platform and other ancillary applications used by Wema Bank in the performance of its obligations belong exclusively to Wema Bank and shall not do anything which might bring into question Wema Bank’s ownership of those rights or their validity.
Upon termination of this Agreement for any reason, all rights granted hereunder to either party shall terminate and upon request by either party, each Party shall return to the other, or if otherwise permitted or directed, destroy all materials upon which any of the other party’s Trademarks appear within five (5) days of such termination.

12. BREACH/PENALTY

Events of Default.

The occurrence of any one or more of the following events shall constitute an event of default (“Event of Default”) by the Agent:

Operational and Regulatory Breaches:

Performing any non-permissible activities as prescribed under Schedule 1 of this Agreement or the CBN Guidelines for Agent Banking.
Conducting any Agent Banking transaction through any bank account other than the dedicated Settlement Account domiciled with the Bank.
Failure to maintain all required licenses, permits, or registrations necessary for the lawful operation of the Agent's business.
Breach of Transaction Limits: Exceeding any single customer transaction limits or aggregate daily cash handling limits as set by the Bank or the CBN.

Data, Confidentiality and Security Breaches:

Any unauthorized disclosure, loss, or compromise of customer data, the Bank's proprietary information, or any breach of the confidentiality and data protection obligations under this Agreement or applicable laws (including the Nigeria Data Protection Act).
A material security breach at the Agent's service point, including but not limited to a robbery, fraud, or cyber-attack, where the Agent is found to have failed to implement reasonable security measures.

Financial and Integrity Breaches:

Insolvency or Financial Distress: The Agent becomes insolvent, is unable to pay its debts as they fall due, has a receiver or administrator appointed, or enters into any compromise with its creditors.
Fraud, Misrepresentation, or Gross Negligence: The Agent, its employees, or sub-agents engage in any act of fraud, wilful misconduct, material misrepresentation, or gross negligence in connection with the Services.
Breach of AML/CFT/CPF Laws: Any breach of applicable anti-money laundering, combating the financing of terrorism, counter-proliferation financing, anti-bribery, or anti-corruption laws and regulations.

Contractual and Relationship Breaches:

A material breach of any warranty, representation, or covenant made under this Agreement, which is not remedied within fourteen (14) days of written notice from the Bank.
Unauthorized Delegation: The delegation, sub-contracting, or assignment of its obligations under this Agreement to a third party without the prior written consent of the Bank.
Engaging in Conflicting Agreements: Entering into an agency banking agreement with any other Financial Institution, in violation of the non-exclusivity terms of this Agreement.
Failure of KYC Protocols: The persistent or material failure to carry out adequate Know-Your-Customer (KYC) procedures for permissible activities.
The Agent shall, on demand, reimburse the Bank for all losses, fines, and costs arising from any transaction processed without adequate KYC.

Consequences of Default.

Remedial Actions:

Issue a formal warning and demand immediate corrective action.
Suspend the Agent's access to the Bank's systems and the ability to conduct transactions pending investigation.
Require the Agent to provide a financial security or bank guarantee.
Impose a financial penalty on the Agent and such penalties shall in the minimum be equal to any specific financial losses suffered by the Bank.

Termination and Financial Liability:

Terminate this Agreement immediately by providing written notice to the Agent.
Demand immediate payment of all outstanding commissions that may be offset against losses, and any other amounts due.
Pursue a full indemnity: The Agent shall be liable to the Bank in full for any and all losses, damages, liabilities, claims, costs (including legal fees), fines, and penalties incurred by the Bank as a direct or indirect result of the Event of Default.
Set-Off: The Bank may set off any amount owed by the Agent to the Bank against any credit balance in the Agent's Settlement Account or any other accounts held by the Agent with the Bank or against any fee due to the Agent.

13. INDEMNITY

WEMA Bank shall be relying upon the Agent’s skill, expertise, competence and accuracy of all representation and actions made or taken by the Agent in the provision of the Service.
The Agent shall be liable for any loss, fraud, damage or adverse situation where such loss, damage or adverse situation results in whole or in part from wrongful actions, omissions, dishonesty or default, whether done negligently or otherwise by the Super- Agent, its Sub-Agents, directors, officers, employees or representatives, in relation to the performance of the Services or its obligations under this Agreement.
The Agent hereby undertakes to indemnify Wema Bank and keep Wema Bank indemnified against all losses, damages, claims, costs, adverse judgment, legal costs, professional or attorney’s fees and other expenses of any nature whatsoever, incurred or suffered by Wema Bank [or a third party] directly as a result of such negligence, dishonesty, acts, omissions or default of the Agent or any of its Sub- Agents during the term of this Agreement.
The Agent shall co-operate fully with Wema Bank and its attorneys in the preparation of the defense of such action or proceeding and also co-operate with Wema Bank and its attorneys in the event of any proceeding, litigation or suit against Wema Bank arising out of the matter herein contemplated,;
Either party shall not in any way be liable for any damages arising as a result of failure of the electronic or telecommunication service networks proven to be substantially outside its control.

14. NON-ASSIGNMENT

WEMA Bank reserves the right to assign, delegate, sub-contract or otherwise transfer any or all of its rights and obligations under this Agreement, upon written notice to The Agent;
The Agent shall not assign, delegate, sub-contract, or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written consent of Wema Bank.
Any such consent shall be given or withheld at the sole discretion of the Bank.
The Bank shall not be required to provide any reasons for withholding its consent.

15. TERMINATION

Either party reserves the right to terminate this Agreement upon giving twenty-one (21) days’ written notice to the other party if in the aggrieved party’s opinion, the other party:

Fails to perform its obligations under this Agreement in accordance with the agreed terms and conditions of this Agreement, and any further terms and conditions as may be agreed in writing by parties from time to time, provided the aggrieved party shall have delivered a written notice of intention to terminate for non-performance of the other party’s obligation to the other party and that other party fails to remedy such default within 7 days of receipt of such notice;
Breaches or takes any step likely to breach any of its obligation or warranty in this Agreement and the aggrieved party has notified the other party of any such likely breach and that other party fails to cure such breach/steps within 7 days of receipt of such notice;
Carries out any act that will or is likely to have a material adverse effect on the reputation, image and goodwill of the other party;
Ceases or threatens to cease carrying on business or any event occurs which renders that other party unable to comply with its obligations under the terms of this Agreement;
becomes unable to carry operations in Nigeria pursuant to the provisions of the Companies and Allied Matters Act.
If any document, information, representation and data provided by that other party, on the basis of which this Agreement has been entered into is found to be incorrect, misleading or false.

Either Party may terminate this Agreement at any time subject to giving thirty (30) days written notice to the other Party of its intention to terminate.

Upon Termination of this Agreement and upon request by either party, each party shall return to the other all the properties and materials in its possession belonging to the other party.

WEMA Bank shall not be liable to pay any compensation or damages to the Agent in the event of termination of this Agreement.

Particularly, The Agent shall:

cease to use the Trade Mark and other Intellectual Property of the Bank received pursuant to this Agreement, including without limitation, removing all signage from the exterior and interior of its building or premises that include the Trade Mark;
take all necessary steps and do all other acts necessary to remove any other identification of the Agent as a provider of the Services on behalf of Wema Bank, including but not limited to making changes to its website(s), listing in telephone/internet directories etc.;
deliver to Wema Bank all banners, signs, samples, price lists, sales promotion materials and any other materials in the Agent’s possession that were furnished by Wema Bank to The Agent; and
Supply Wema Bank with such information regarding Customers as may be required or necessary for Wema Bank to assume or transfer, continue to service/support with respect to the Services previously performed by the Agent under this Agreement.

A party may without prejudice to any other rights therein, at any time and by giving written notice, forthwith terminate the Agreement if:

The party has any reason to believe that the other party or anyone employed by it or acting on its behalf, whether with or without the party’s knowledge, engage in a fraudulent practice in connection with this Agreement.
There is a substantial change of the ownership or in the control of the other party (save in the event of the restructuring of the group of companies of which the parties form part), without prior notification of such change to the other Party;
The other party fails to satisfy a judgment against it within 21 (twenty one) days after becoming aware of the judgment, except if the Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal or rescind the judgment and to procure suspension of execution of the judgment and that steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date following the date on which the attempts to procure the suspension of the execution fail; or
The other party acts against the expressed policies and instructions of the Agreement as expressed in terms of this Agreement.
The other Party is in breach of any applicable law or regulation.

Wema Bank shall be entitled to terminate the Agreement with immediate effect on grounds of gross misconduct, fraud or forgery committed by The Agent.

16. SET-OFF

17. NOTICES

Any notice required by this Agreement or given in connection with it, shall be deemed appropriately given if sent in writing to contact details stated below by personal delivery;

registered mail; postage prepaid or electronic mail (electronic mails shall be deemed delivered when same crosses the email gateway):

To: The Agent

Attention:

Business Address:

Telephone:

E-mail:

To: Wema Bank

Attention:

The Divisional Head, Retail

Business Address:

WEMA Bank Plc.

8, Idowu Taylor Street,

Lagos Nigeria

Telephone:

E-mail:

ayodele.olojede@wemabank.com

18. CONFIDENTIALITY

The parties agree that they shall use all Confidential Information only for the purpose of the performance of the Services and obligations under this Agreement, and for no other purpose;
The parties shall disclose Confidential Information strictly on a need-to-know basis only to those of its employees and representatives (who are bound to confidentiality as part of their employment or engagement with either Party or who shall have separately agreed in writing to be bound by these confidentiality terms), for the purpose of performance of this Agreement;
The parties agree that they will protect the Confidential Information with the same degree of care as they use to protect their own confidential information (which shall not be less than reasonable care);
Except as provided above, the parties agree that during the Term and for a period of two years following the termination or expiration of this Agreement, they will not disclose Confidential Information to any other person or entity without the express, prior written consent of the other party;
The foregoing confidentiality obligations shall survive the expiration or termination of this Agreement and shall remain binding on the parties, affiliates, successors and assigns for the period stated in Clause 16.4, with the exception, however, of Confidential Information that comes into the public domain without fault of either party, or any employee, agent, or representative; or is disclosed pursuant to a valid court order or legislative/regulative directive.
Each party hereby indemnifies the other against loss, claim or damage arising from a breach of the confidentiality obligations under this Agreement.
This Clause shall survive the expiration or termination of this Agreement.

19. GOOD FAITH

20. FORCE MAJEURE

Neither Party shall be liable for failure to perform any obligation under this Agreement if the failure is caused by pandemic, epidemic, war, terrorist actions directly affecting that Party, riot, fire, explosion, flood, injunction, acts or regulations of national or local governments, or act of God, or any other cause not attributable to and beyond the reasonable control of the affected Party and which such Party could not have reasonably foreseen, avoided or overcome;
The Party claiming relief pursuant to Clause 18.1 shall promptly notify the other Party in writing of the facts indicating the existence of force majeure conditions and the relief claimed.
The Parties agree to use their best efforts to overcome such conditions.
Such conditions shall not relieve any Party of its obligation to perform any part of this Agreement at such time and to such extent as may be possible subsequent to the occurrence thereof and within reasonable time thereafter.
Should such conditions continue unabated, despite a Party’s best efforts to overcome them for three (3) weeks from the date of notice given pursuant hereto, then the Party receiving such notice shall have the option to terminate this Agreement without liability to the other Party for the consequences of such termination.

21. SEVERABILITY

22. DISPUTE RESOLUTION

Should there be any dispute, difference or controversy between the parties in respect of the Agreement, its validity, interpretation, application or enforcement, the Parties shall take steps to settle such dispute amicably through mutual negotiations.
In the event that the parties are unable to settle the dispute, difference or controversy amicably within a period often (10) Business Days, , it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023
The number of the arbitrator shall be one (1) to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators (UK) Nigeria Branch.
The seat of arbitration shall be Lagos and the language to be used in the arbitration proceedings shall be English.
The award of the arbitrator shall be final and binding on the parties.
The Parties expressly agree that the provision of this arbitration clause shall not operate as a bar to a Party from seeking an urgent interim relief from a court of competent jurisdiction in deserving circumstances.

23. General Security Procedures

General Security Obligations

Without limiting the Agent’ obligation of confidentiality as further described in the Agreement and herein, the Agent will be responsible for establishing and maintaining an information security program that is designed to: ensure that Wema Bank’s Data will not be remotely accessed by the Agent or any third-party through the data services provided by the Agent;
protect against any anticipated threats or hazards to the security or integrity of Wema Bank Data and systems and designate an individual to be responsible for the information security program. Such individual will respond to Wema Bank’s inquiries regarding computer security and be responsible for notifying Wema Bank ‐ designated contact(s) if a breach or an incident occurs, as further described herein.
The information security program will be audited annually as detailed in The Agent’ SSAE 16 and/or SOC 1 audit reports, which will be made available to Wema Bank upon request.
The Agent must conduct formal security awareness training, with a testing component, for all personnel and the Agents as soon as reasonably practicable after the time of hiring or prior to being appointed to provide support for the Services and annually recertified thereafter.
Documentation of Security Awareness Training must be retained by The Agent, confirming that this training and subsequent annual recertification process have been completed, and available for review by Wema Bank.
Wema Bank will have the right to review the Agent’ information security program prior to the commencement of the Service and at any time during the lifetime of this agreement to ensure full compliance with this obligation.
In the event of any actual or apparent theft, unauthorized access to any Wema Bank’s system and without limiting any of the remedies available to Wema Bank, the Agent shall immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and within two (2) business days following discovery of any such event, provide Wema Bank notice thereof, and such further information and assistance as may be reasonably requested.
The Agent shall not either remotely or onsite access any of Wema Bank’s Data and whenever accessed, the Agent shall not transmit such data through any medium (the internet or a wireless network) nor shall it store any of the data on any mobile computing device, such as a laptop computer, USB drive or portable data device

Network and Communications Security

All the Agent connectivity to Wema Bank computing systems and all attempts at same will be only through Wema Bank’s security gateways/firewalls and only through Wema Bank ‐ approved security procedures.
the Agent will not access and will not permit unauthorized persons or entities to access, Wema Bank computing systems and/or networks.
the Agent will take appropriate measures to ensure that the Agent’s systems connecting to Wema Bank’s systems, and anything provided to Wema Bank through such systems do not contain any Disabling Device.
For purposes of this Agreement, “Disabling Device” means any programs, mechanisms, programming devices, malware or other computer code (i) designed to disrupt, disable, harm, or otherwise impede in any manner the operation of any software program or code, or any computer system or network (commonly referred to as “malware”, “spyware”, “viruses” or “worms”);
(ii) that would disable or impair the operation thereof or of any software, computer system or network in any way based on the elapsing of a period of time or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices);
(iii) is designed to or could reasonably be used to permit a party or any third party to access any computer system or network (referred to as “trojans”, “traps”, “access codes” or “trap door” devices);
or (iv) is designed to or could reasonably be used to permit a party or any third party to track, monitor or otherwise report the operation and use of any software program or any computer system or network by the other party or any of its the Companies

24. INTERNATIONAL STANDARD ORGANISATIONS (ISO)

25. Insurance Clause for Cyber ‐ liability Insurance.

liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology/professional services or in connection with the specific services described in this Agreement:
Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended;
Data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems;
Loss or denial of service;
No cyber terrorism exclusion; Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).
Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of The Agent or an independent the Agent working on behalf of The Agent in performing services under this Agreement.
Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world.
Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a breach of confidentiality or breach of security by or on behalf of The Agent.

26. GENERAL

The invalidity, illegality, or unenforceability of any of the provisions of this Agreement shall not affect the validity, Legality and enforceability of the remaining provisions of this Agreement.
The failure of either Party to insist upon the strict performance of any provision of this Agreement or to exercise any right, power or remedy consequent upon a breach hereof shall not constitute a waiver by such party to require strict and punctual compliance with each and every provision of this Agreement.
This Agreement may be signed in counterparts and copies signed in counterpart shall constitute the Agreement.
This Agreement and the incorporated documents represent the entire Agreement and understanding between the Agent and Wema Bank.
No statement, representation, warranty, covenant, indemnity, or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict the express terms and provisions of this agreement.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party.

27. INDEPENDENT RELATIONSHIP

The Agent acknowledges that it is an independent contractor and not an employee of Wema Bank and shall not hold itself as suchand shall have no authority to bind Wema Bank in any Agreement, undertaking or transaction and howsoever by any promise or representation unless specifically authorized in writing by Wema or authorized under the performance of the Agent’s obligations under this Agreement.
The Agent shall be solely responsible for all its acts and omissions attributable to it, in the course of carrying out its obligations under this Agreement.
The Agent confirms that under no circumstances whatsoever shall it execute and perform the services covered by this Agreement in such a manner or scope that can be construed as constituting an employer-employee relationship between Wema Bank and the Agent.

28. GOVERNING LAW

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

29. IT SECURITY POLICY

The Agent hereby undertakes that it shall comply with all applicable legislation and the provisions and requirements for third parties stated within Wema Bank’s information security policies, standards and procedures.
The security policies, standards and procedures are made available to the Agent, and Wema Bank notifies the Agent promptly of any changes or updates to the said policies, standards and procedures.

30. RIGHT TO AUDIT

Wema Bank shall have the right to conduct audit and review the due diligence of the Agent’s operations, processes, and IT security infrastructure, among other things as they affect the execution of this Agreement as may be reasonably required by Wema Bank from time to time upon giving a 7-day notice in writing of its intention to do so.
Wema Bank shall have the right to: (a) access any premises used to provide the Services or from where the Services are managed or administered; (b) interview any of the Agent’s personnel, and (c) copy any relevant record to audit the Agent’s compliance with this Agreement.
This right to audit shall extend to agents and consultants duly appointed by Wema Bank by an instrument in writing.
The Agent shall, provide all assistance reasonably requested by Wema Bank in relation to the audit, including access to its personnel, records and facilities relate to the provision of the Services.

31. LIMITATION OF LIABILITY

Neither Wema Bank nor its agents, employees, subcontractors shall be liable for:

defamation, or infringement of intellectual property from or in connection with the Agent’s breach of its obligations under this Agreement;
any claim arising out of any default act or omission of the Agent or any other entity furnishing services or equipment for use in conjunction with the service provided hereunder;
any unlawful or unauthorised use of the Services provided hereunder by the Agent, its employees, agents, or invitees;
any claim arising out of a breach of the privacy or security of communications transmitted over the facilities or other property of the Agent.

32. DATA PRIVACY & PROTECTION

Parties acknowledge that information/data belonging to Wema Bank and its customers are subject to Nigeria Data Protection Act, 2023 and Nigeria Data Protection Regulation and shall at all times ensure compliance with these laws/regulations and any other regulation regarding the standard of security in usage and storage of data in Nigeria.
Notwithstanding any provision in this Agreement to the contrary, each Party shall indemnify each other for losses or liabilities resulting from its breach of any law or regulation on data usage and/or protection.
In collecting, storing, and analyzing data belonging to the Bank, the Agent shall observe all applicable laws on Personal Data protection and/or privacy requirements of the Federal Republic of Nigeria, including, without limitation, the Constitution of the Federal Republic of Nigeria, and the Nigeria Data Protection Act 2023 (NDPA) in respect of the data to be provided to it by Wema Bank under this Contract.
The Agent shall ensure that they fully complies with the provisions of the NDPA and only deal with the data to fulfil its obligations under this Contract.
Parties shall indemnify the other for any breach of the NDPA which renders that party liable for any costs, claims or expenses.
In fulfilment of its obligations under the NDPA, the parties shall have such security measures or systems in place to ensure full compliance with the NDPR and all other applicable laws: such measures shall include but not be limited to protecting systems from hackers, setting up firewalls, storing data securely with access to specific authorized individuals, employing data encryption technologies, developing organizational policy for handling Personal Data (and other sensitive or confidential data), protection of its emailing systems and continuous capacity building for staff.
Notwithstanding any provision in this Agreement to the contrary, either party shall indemnify the the other to the full extent of its losses or liabilities resulting from the breach of any law or regulation on data usage and/or protection.
Furthermore, parties shall indemnify each other for all losses arising from their failure to implement any of the control measures as required by the Data Protections laws and Regulations.
Parties agree that they shall take reasonable steps to ensure the reliability of any employee, Company or contractor of any contracted processor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Personal Data, as strictly necessary for the purposes of this Contract, and to comply with Applicable Laws in the context of that individual’s duties to the contracted processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Parties agree that they shall protect the data disclosed pursuant to the provisions of this Agreement using the highest possible standard of care that is applicable to safeguarding data, proprietary or secret information and that such information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof or access thereto.
Either party may at any time, request the other party to return any material containing, pertaining to or relating to the data provided pursuant to the terms of this Agreement and may, in addition request the party to furnish a written statement to the effect that, upon such return, it has not retained in its possession, or under its control, either directly or indirectly, any such material.
The party shall comply with a request in terms of this clause, within seven (7) days of receipt of such request.
Parties shall ensure that the obligations imposed under this clause shall be imposed on any third party/partners providing services in relation to this Contract and shall provide evidence of compliance upon request from the other party.

IN WITNESS WHEREOF the parties have authorized their representatives to execute this Agreement the day and year first above written.

Signed for and on behalf of the within named WEMA Bank PLC

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: …………………………………..

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: ..................................................

Signed for and on behalf of the within named

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: …………………………………..

Signature: ..................................................

Name: ..................................................

Title: ..................................................

Date: ..................................................

SCHEDULE I: SCOPE OF SERVICES

1. PERMISSIBLE ACTIVITIES

The Agent may only enagage in the activities stated below:

Cash deposits (cash-in) and cash withdrawals (cash-out) within the transaction limits prescribed in Section 11 of the Guidelines;
Facilitating bill payments;
Funds transfer services (Naira transactions only);
Account balance enquiry transmitted by short messaging service or email to customers;
Generation and issuance of mini bank statement transmitted by short messaging service or email to customers;
Provide account opening forms on behalf of the Principal and assist in the review and submission of account opening forms to the Principal;
Facilitating cheque book request and collection;
Collection of bank mails /correspondence for customers; and
Such other services as may be approved by the CBN from time to time.

2. PROHIBITED ACTIVITIES

The Agent shall not:

Operate or carry out any transaction when there is communication failure with Wema Bank;
Carry out a transaction where a receipt or acknowledgement cannot be generated;
Charge WEMA Bank’s customers any fee except as stated in this Agreement;
Give any guarantee on behalf of Wema Bank;
Offer banking services on its own accord, except as may be permitted by any other written law to which the Agent is subject to in its’ capacity as Sole Agent;
Continue with the agency business when it has a proven criminal record involving fraud, dishonesty, integrity or any other financial impropriety;
Provide, render or hold itself out to be providing or rendering any banking service on behalf of Wema Bank which is not specifically permitted in this Agreement;
Open accounts, grant loans or carry out any appraisal function for purposes of opening an account or granting of a loan or any other facility except as may be permitted by any other written law to which the Agent is subject;
Undertake cheque deposit and encashment of cheques;
Transact in foreign currency;
Provide cash advances on behalf of Wema Bank;
Be operated or managed by Wema Bank employee or the employee’s associate;
Sub-contract another entity to carry out the Services on its behalf;
Loan underwriting, investment and forex services;
use of non-human/automated machines as Agents
delegation of permissible activities to another entity or individual.
Any other activity prescribed as prohibited by Wema Bank from time to time and communicated to the Agent in writing.

SCHEDULE II

APPLICABLE COMMERCIALS FOR AGENT

TRANSACTION	BAND/AMOUNT	CUSTOMER CHARGE	COMMISSIONS
			Agent	ANM/KAM
Facilitation of account Opening	20 Accts. (per month)	N1000 Minimum account opening balance	N200 per Acct.	N50 per Acct. based on agents under the network
Provisioning and Submission of Customer Data With Verifiable Customer Consent	Min of 100,000 Acct. (per month)	Zero	N50. Per Acct	N30. Per Acct.
BANKPASS TRANSACTIONS
Deposit	N1- N50,000	50.00	30	10.00
Withdrawal	N1- N30,000	100.00	40	10.00
Funds Transfer	< N20,000	52.50	10	10.00
	> N20,000	100.00	20	15.00
Bills Payment	Nil	100.00	30	15.00
Airtime	Nil	Nil	2%	Nil
POS TERMINAL
Card Transactions		0.52% of MSC capped @N100	Nil	14% of 0.175% capped @N5
NIP Transfer	Per Transaction	20.00	Nil	N3.50
BVN ENROLLMENT
BVN Enrolment	For every successful enrollment	Nil	100	Nil

SCHEDULE III

DISPUTE RESOLUTION MECHANISM (AT AGENT LOCATIONS)

In the event of any irregularities in the process of carrying out transactions at agent locations, the following shall apply:

Agent shall escalate complaint to Wema Bank and/or Customer Complaint Resolution Officer at WEMA Bank within 24 hours of receipt of such complaint.
Escalation shall be via designated email addresses and/or mobile numbers which would be availed the Agent at the point of engagement for the purpose of prompt issue escalation.
WEMA Bank upon receipt of such complaint shall acknowledge and provide resolution timeline.
Designated contact number and/or email shall also be conspicuously displayed at the Agent location to enable customers escalate complaints directly to Wema Bank if need be.

SCHEDULE IV: KYC Requirements for permissible activities

Valid means of Identification.
Verifiable debit cards
Customer’s BVN/NIN for account opening
Verifiable address of the customer

SCHEDULE V

ANTI-CORRUPTION, ANTI-BRIBERY AND ANTI-MONEY-LAUNDERING PREVENTION AGREEMENT

BETWEEN

WEMA BANK PLC

AND

This Anti-Corruption, Anti-Bribery and Anti-Money-Laundering Prevention Agreement (hereinafter called “this Agreement”) is made this 2nd day of October, 2025 (“effective date”).

Between:

And:

The Bank and the Company shall each be hereinafter referred to as a party and jointly as “the Parties”.

WHERE AS:

WHEREAS, the Parties have maintained an ongoing business relationship and may from time to time establish new business relationships

1. Definitions and Interpretations

1.1 Definitions

For the purposes of this Agreement:

“Anti-Corruption Laws”: means any laws, regulations, orders, decrees or directive applicable to both parties having the force of law in Nigeria or any other jurisdiction where the jurisdiction where parties operates its business and relating to bribery, kick-backs, fraud, soliciting for any undue advantage or similar practices. including, without limitation, the Corrupt Practices and Other Related Offences Act, 2000, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, ISO 37001 and any successor or amending legislation).
“Anti-Money-Laundering Laws” means all applicable laws, regulations and guidance relating to money-laundering, terrorist financing, combating proliferation, financial sanctions, customer due-diligence and suspicious transaction reporting (including, without limitation, the Money Laundering (Prevention and Prohibition) Act, 2022, Terrorism (Prevention and Prohibition) Act, 2022 (“TPPA 2022”) relevant amendments and successor enactments and regulations).
“Gratification” means but not be limited to: money, donation, gift, loan, fee, reward, valuable security, property or interest in property (property being property of any description, moveable or immovable, tangible or intangible, real or personal whether situated in Nigeria or elsewhere), promise of employment, contract of empowerment or services.
“Prohibited Payment” means any payment, gift, facilitation payment, kickback, bribe, rebate, secret commission, or other advantage (whether monetary or non-monetary) made directly or indirectly to any Public Official (or to any third party where the payer knows or ought to know that it will be used for corrupt purposes).
“Sanctions” means any economic, financial or trade sanctions or embargoes, restrictive measures, laws, regulations or guidance administered, enacted or enforced by: (i) the United Nations; (ii) the United States (including OFAC); (iii) the United Kingdom (including OFSI); (iv) the European Union; (v) the Federal Republic of Nigeria (including the Central Bank of Nigeria and the Office of the Attorney General of the Federation); or (vi) any other relevant governmental or regulatory authority.
“Sanctioned Person” means: (i) any person (natural or legal) listed on a Sanctions list; (ii) any person located in, resident in, or organized under the laws of a country or territory that is itself the target of comprehensive territorial Sanctions (including, as of the date of this Agreement, Crimea, Donetsk, Luhansk, Iran, North Korea and Syria); (iii) any person owned or controlled, directly or indirectly, by any person described in (i) or (ii) above; or (iv) any person otherwise targeted by any Sanctions.

1.2 Interpretations

1.2.1 Reference to:

a person includes a legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated);
a statutory or regulatory body shall include its successors and any substituted body;
an individual includes, where appropriate, his personal representatives;
the singular includes the plural and vice versa; and
one gender includes all genders.

Clause headings in this Agreement and in the appendixes are for ease of reference only and do not affect the construction of this Agreement or its appendixes.

2. INDUCEMENT AND ANTI GRAFT

2.1 A party shall not offer to give any person (“person” meaning that parties employees or third Parties acting on behalf of that party) any gratification or consideration of any kind as an inducement or reward for doing or not doing or having done or omitting to do a favour or for a disfavour to another person in the discharge of official duty, duties or in relation to any matter connected with his/her job functions as it relates to parties’ business relationship.;
2.2 In the fulfilment of the obligation imposed by this this clause, each party owes a duty to the other party(s) to report any person(s), who request for personally or through an agent, (agent meaning any person employed by or acting on behalf of another), accepts, receives or obtains any property or benefit of any kind for himself or herself or for any other person, on account of a reward in any of the instances stipulated herein. The Company may effect its report by calling the Bank anonymous line or by logging on to our whistle blower site on www.wemabankplc.com.
2.3 Any breach of the terms of this clause by any party or by that party’s employees, Subcontractors, agents or anyone acting on their behalf shall entitle the other party(ies) to terminate the contract forthwith. Termination shall be without prejudice to any other remedies available to the party at law which may include criminal prosecution for corrupt practices

3. ANTI-CORRUPTION

4. ANTI-MONEY LAUNDERING

5. SANCTIONS

5.1 The Company represents and warrants that it is not, and is not owned or controlled by, a Sanctioned Person.
5.2 The Company covenants that it shall not, directly or indirectly, use any account, facility or service provided by the Bank, or engage in any transaction, in any manner that would cause the Bank to violate any applicable Sanctions.
5.3 The Company shall not, in connection with any business relationship with the Bank, engage in any transactions or dealings with, or for the benefit of, a Sanctioned Person, or in any Sanctioned Country, to the extent such transactions or dealings are prohibited by applicable Sanctions.
5.4 The Company shall implement and maintain policies and procedures designed to ensure compliance with applicable Sanctions, including screening its customers, business partners, and counterparties against relevant Sanctions lists.

6. REPRESENTATIONS AND WARRANTIES

Neither it nor, its directors, officers, employees, agents, consultants or other persons acting on its behalf has in connection with the parties’ business relationship:

offered, given, promised or authorised, or will offer, give, promise or authorise, any Prohibited Payment to (or for the benefit of) any person or entity, or
engaged in any act or omission the doing of which would constitute an offence under applicable Anti-Corruption Laws or Anti-Money-Laundering Laws and sanctions.
It has implemented and will maintain in effect, policies and procedures, and controls designed to ensure compliance by it and its officers, employees, and agents with Anti-Corrupt Practices and anti-money laundering laws or sanctions.
not make any payment to, or enter into any contract with, any intermediary, agent, consultant, representative or other third party in connection with this Agreement unless such third party has been selected in accordance with written procedures which include reasonable checks on reputation, capability and integrity (including identity, beneficial ownership and sanctions screening) and is subject to written contractual anti-corruption and AML and sanctions undertakings equivalent to those in this Clause;
implement and maintain appropriate training of employees and agents with respect to anti-corruption and anti-money laundering and sanctions obligations.
maintain, for a minimum of six (6) years following the termination of this Agreement, full, accurate and contemporaneous books, records and accounts in sufficient detail to demonstrate compliance with this Agreement and, on reasonable prior notice, make such records available to the other Party and, where required by law, to competent authorities; and
It shall notify the other party promptly and in any event not later than two (2) business days notify the other Party in writing if it becomes aware of: (i) any request for or allegation of any Prohibited Payment; (ii) any investigation, inquiry, charge or enforcement action by any competent authority (including the ICPC, EFCC, Central Bank of Nigeria or other regulatory or law enforcement body) in relation to matters relevant to this Agreement; or (iii) that it becomes a Sanctioned Person or is charged with, or convicted of, a sanctions offence; or (iv) any material breach of this Clause.
To co-operate fully (including by providing documents and reasonable assistance) with any internal or external investigation reasonably relating to this Agreement and shall, where lawfully permitted, make available witnesses, records and other information requested by the investigating authority or by the other Party.

7. AUDIT AND INSPECTION RIGHTS

The Bank shall have the right to conduct audit review/due diligence of the Company’s operations, processes, among other things as they affect compliance with this Agreement as may be reasonably required by the Bank from time to time upon giving a 7-day notice in writing of its intention to do so.
The Bank shall have the right to: interview any of the Company’s personnel, and copy any relevant record to audit the Company’s compliance with this Agreement.
This right to audit shall extend to agents and consultants duly appointed by the Bank by an instrument in writing

8. REMEDIES AND TERMINATION

(a) If a Party (the “Breaching Party”) breaches any representation, warranty or covenant in this Clause, the other Party may: (i) require immediate remedial action; (ii) suspend performance of its obligations under this Agreement pending satisfactory remedial action; and/or (iii) terminate this Agreement for cause by written notice with immediate effect.
(b) Termination or suspension under this Clause shall be without prejudice to any other remedy available at law or in equity, including claims for damages or specific performance.

9. INDEMNITY.

10. EQUITABLE RELIEF.

11. SEVERABILITY AND SURVIVAL.

(a) The provisions of this Clause are severable from any Agreement capturing the parties’ business relationship and shall survive termination or expiry of the Agreement.
(b) Any termination under this Clause shall not relieve the Breaching Party from liability for acts or omissions occurring before termination.

12. OVERRIDING EFFECT

This Agreement shall prevail over any and all other agreements, contracts, or arrangements (whether written or oral) between the Parties in respect of the parties business relationship.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other agreement between the Parties, the provisions of this Agreement shall prevail and govern to the extent of such conflict or inconsistency.
The obligations contained herein are fundamental to the relationship between the Parties and are intended to be supplementary and cumulative to any other contractual or common law obligations.

13. NOTICES.

All notices required by this Clause shall be given in writing to the addresses set out above (or to such other address as a Party may notify the other in writing) and shall be effective on receipt.

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Existing Customer?

SERVICE LEVEL AGREEMENT

FOR AGENCY BANKING

1. DEFINITIONS AND INTERPRETATIONS

2. APPOINTMENT

3. SCOPE

4. TERM

5. EXCLUSIVITY

6. OBLIGATIONS OF THE AGENT

7. OBLIGATIONS OF WEMA BANK

8. REPRESENTATION AND WARRANTIES

9. PARTIES’ RIGHTS

10. FEES

11. INTELLECTUAL PROPERTY RIGHTS

12. BREACH/PENALTY

Events of Default.

Consequences of Default.

13. INDEMNITY

14. NON-ASSIGNMENT

15. TERMINATION

16. SET-OFF

17. NOTICES

18. CONFIDENTIALITY

19. GOOD FAITH

20. FORCE MAJEURE

21. SEVERABILITY

22. DISPUTE RESOLUTION

23. General Security Procedures

General Security Obligations

Network and Communications Security

24. INTERNATIONAL STANDARD ORGANISATIONS (ISO)

25. Insurance Clause for Cyber ‐ liability Insurance.

26. GENERAL

27. INDEPENDENT RELATIONSHIP

28. GOVERNING LAW

29. IT SECURITY POLICY

30. RIGHT TO AUDIT

31. LIMITATION OF LIABILITY

32. DATA PRIVACY & PROTECTION

SCHEDULE I: SCOPE OF SERVICES

1. PERMISSIBLE ACTIVITIES

2. PROHIBITED ACTIVITIES

SCHEDULE II

APPLICABLE COMMERCIALS FOR AGENT

SCHEDULE III

DISPUTE RESOLUTION MECHANISM (AT AGENT LOCATIONS)

SCHEDULE IV: KYC Requirements for permissible activities

SCHEDULE V

ANTI-CORRUPTION, ANTI-BRIBERY AND ANTI-MONEY-LAUNDERING PREVENTION AGREEMENT

BETWEEN

WEMA BANK PLC

AND

1. Definitions and Interpretations

1.1 Definitions

1.2 Interpretations

2. INDUCEMENT AND ANTI GRAFT

3. ANTI-CORRUPTION

4. ANTI-MONEY LAUNDERING

5. SANCTIONS

6. REPRESENTATIONS AND WARRANTIES

7. AUDIT AND INSPECTION RIGHTS

8. REMEDIES AND TERMINATION

9. INDEMNITY.

10. EQUITABLE RELIEF.

11. SEVERABILITY AND SURVIVAL.

12. OVERRIDING EFFECT

13. NOTICES.

Existing Customer?

SERVICE LEVEL AGREEMENT

FOR AGENCY BANKING

1. DEFINITIONS AND INTERPRETATIONS

2. APPOINTMENT

3. SCOPE

4. TERM

5. EXCLUSIVITY

6. OBLIGATIONS OF THE AGENT

7. OBLIGATIONS OF WEMA BANK

8. REPRESENTATION AND WARRANTIES

9. PARTIES’ RIGHTS

10. FEES