PLEASE READ THIS AGREEMENT CAREFULLY
You must read, agree with, and accept the terms and conditions contained in this Agreement, before you may become a user of Remita.
This User Agreement are Terms and Conditions of Service between you and SystemSpecs Limited ("SystemSpecs") and applies to your use of the Remita platform providedby SystemSpecs and any related products and services “Powered by Remita” subscribed by you through a third party (partner of SystemSpecs) under a different brand name.
In this document, “User Agreement”, “Agreement”, “Terms and Conditions of Service” are synonymous and used interchangeably.
In this Agreement, "you" or "your" or “User” means any person or entity using the service. Unless otherwise stated, "SystemSpecs," "we" or "our" or “us” will refer collectively to SystemSpecs Limited and its subsidiaries, affiliates, directors, officers, employees, agents and partners.
You and SystemSpecs are jointly referred to as ‘the Parties’
“Remita” means the range of products and services with the “Powered by Remita” notice offered by SystemSpecs and its partners as an Online platform for the management of:
- Vendors, Statutory and other third party payments.
- Employee and Pensioner Records: Biometrics, Payroll, Pensions, Taxes and other post payroll payments.
- Funds transferand delivery of matching schedules to designatedrecipients.
- Funds Collection from service beneficiaries who have signed mandates authorizing service provider to do same.
In this document, “Remita”, “our Services”, “the Services”, “the System” are synonymous and used interchangeably unless otherwise specified.
Remita Card is a virtual debit card that provides the Remita users electronic access to their personal or corporate accounts at a financial institution
1.1 By using Remita you agree to these Terms and Conditions of Serviceand any documents incorporated by reference. You further agree that theseTerms and Conditions of Service form a binding agreement between you and SystemSpecs. Any rights not expressly stated or granted herein are reserved by SystemSpecs.
In order to use the Service, you must apply for a Personal or Corporate profile to your bank. Our Services are available to you based on the approval of your bank.
Without limiting the foregoing, we reserve the right to suspend or terminate delivery of our Service to persons who present an unacceptable level of risk as determined by us.
3.0 The Legal Relationship between You and SystemSpecs
Your acceptance of these Terms and Conditions of Service is established either:
- By using your personal details to log-in to Remita or any of the related solutions “Powered by Remita”, or
- By installing or using any Remita service or products or solution “Powered by Remita”.
Remita facilitates your transfer to and receipt of funds from third parties. Based on your instructions, you acknowledge that:
- Payment instructions on the platform are driven strictly by account numbers and not the beneficiary names supplied.
- Payments will be applied by Remita Partner Banks into the beneficiary account numbers supplied at the time of upload of payment instructions.
- You are fully responsible for the completeness, correctness and validity of data supplied on the platform, including but not limited to:
(a) Beneficiary account number
(b) Beneficiary account name
(d) Beneficiary phone number
(e) Beneficiary e-mail address.
- Neither SystemSpecs nor any of the Partner Banks can be held liable for any incorrect beneficiary name, account number, amount, phone number or e-mail address that a registered user uploads on the platform.
- Remita is not a bank.
- We are not acting as a trustee, fiduciary or escrow with respect to your funds.
- When you send a payment instruction, until that payment is accepted by the recipient, you remain the owner of those funds, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled.
- We act as service providers by creating, hosting, maintaining and providing our Service to you through the Internet. We do not have any control over the products or services that are paid for through our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction and we shall not bear any liability for any incomplete transaction between you and the other party with whom you may be transacting.
- When you use Remita to manage the payroll of your organization, Remita shall use best efforts to process information provided by you to ensure that the computed figures are accurate and represent your expectations. It however remains your responsibility to confirm your satisfaction with computed figures before you approve same for payment.
- When you request Remita to compute your taxes based on the Nigerian tax laws, Remita shall use best efforts to process information provided by you to ensure that the computed figures are accurate and represent the expectations of the tax authorities. It however remains your responsibility to confirm your satisfaction with computed figures before you approve same for payment.
- When you use Remita for collection of funds by way of an automated direct debit from the accounts of third parties, such parties will be entitled to a prompt refund of such payments simply by submitting appropriate claims to us in accordance with the relevant direct debit guidelines from the Central Bank of Nigeria.
3.2 Identity Authentication
We use many techniques to identify users when they register on our site. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your registration. This may include verifying the information you provide against third party databases.
In addition, we reserve the right to employ other means of verification of authenticity for transactions we deem suspicious or for accounts conducting high transaction value and volumes to ensure integrity of the transactions and may thus delay execution of such instructions.
3.3 No Warranty
We, our parent, subsidiaries, affiliates, officers, directors, employees,partners and suppliersprovide our services "as is" and without any warranty or condition, express, implied or statutory. We, our parent, subsidiaries, affiliates, officers, directors, employees,partners and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
We shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and Remita Cardsissuance are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because our Service is largely dependent upon many factors outside of our control.
3.4 Limitation of Liability
In no event shall we, our parent, subsidiaries, affiliates, officers, directors, employees,partners and suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our web site, our service, or this agreement.
Our liability and the liability of our parent, subsidiaries, affiliates, officers, directors, employees,partners and suppliers, to you or any third parties in any circumstance shall not exceed the fees paid to us in the transaction that gave rise to the claim or liability.
You agree to indemnify and hold SystemSpecs, its parent, subsidiaries, affiliates, officers, directors, employees,partners and suppliers harmless from any claim or demand (including attorneys' fees) made or incurred by you or any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service.
3.6 You undertake that:
3.6.1 Appropriate signatories shall be setup on Remita to approve remittance instructions in accordance with your internal approval rules. You understand that these approval rules will be applied to all remittance instructions processed on Remita and therefore will not be subjected to telephone, e-mail or any other manual confirmation by banks before transactions are completed.
3.6.2 You will keep confidential all Remita security related information such as passwords, Access Codes and Personal Identification Numbers (PIN). You understand that SystemSpecs, banks, their affiliates and service providers will never request you to divulge any of these information by phone, mail or any other means. You are obliged to report any representation to the contrary to SystemSpecs and your bank promptly
3.6.3 Payment instructions made to your banks by cheques, or any channel other than Remita, will continue to be subjected to all your current mandate instructions and confirmation rules.
3.6.4 When you make a payment through Remita, you are requesting an electronic transfer from your account. Upon such request, Remita will transmit your instructions to your bank to transfer from your account the amount you specify. You agree that such requests constitute your authorization for such transfers.
3.6.5 Except when caused by SystemSpecs’ or the banks’ misconduct or negligence, you will protect SystemSpecs, the banks, their affiliates and service providers from any/and all claims, liability, damages, expenses and costs caused by or arising from your use of the service.
4.0 Support Services
4.1 Standard Support Services
Standard Support Services provided by us are as listed below and are covered by your transaction fees and do not attract any further charge.
4.1.1 Processing of your application to use the system including the creation of your login details and activation of your Remita Cards.
4.1.2 Initial Setup of your profile on the system.
4.1.3 Required support to ensure successful execution of your payment instructions.
4.1.4 Deploymentof automatic updates and patches for fixing bugs.
4.1.5 Telephone and e-mail support services in response to your queries.
4.2 Extended Support Services
Upon your request, we are also able to provide additional services which are charged separately. Our extended support services include:
4.2.1 ConsultancyServices requiring our physical presence in your office or any designated location indicated by you. Please note that, we are able to provide consulting services to you under the following terms and conditions.
- Your nominated representativeshall be available for the assignment 100% of the time, give highest priority to tasks, activities and issues relating to the assignment and adhere to schedules and provisions of this agreement.
- You will accomplish all data entry tasks, either by being directly involved in entering data required or by mobilising necessary clerical support.
- You shall provide office space for our consultants, with internet access and assure their access to a meeting room, before the assignment will commence.
4.2.2 Audit and Investigative support serviceswhere our services are required to support your internal or external auditors, regulatory or law enforcement agencies. We shall work with you to determine the level of work required, agree the scope, work plan and applicable charges for the assignment.
4.2.3 Bespoke Development and Interfaces as may be requested by you. , We shall work with you to determine the level of work required, agree the scope, work plan and applicable charges for the assignment.
4.2.4 Training Services on Remita based on the following conditions which shall govern your request for training before, during and/or after -your commencement of the use of Remita:
- You shall register your nominees on-line at Remita.net/training.
- You shall notify us about cancellations of nominations at least 5 days prior to course start dates.
- You shall pay us in advance the total training fees before commencement of any training courses.
- You shall be responsible for the transportation and accommodation of your nominees throughout the period of the course.
- Your nominees shall be available for scheduled training courses between our official training hours of 9.00 am and 4.00 pm.
- You shall be responsible for the absence, withdrawal, or non‑active participation of your nominees at our training courses.
- You shall, through your nominees ensure that our copyright in our training materials is protected.
5.1 The minimum fees payable for Remita service are:
- Processing of Employee and Pensioner Payroll: N250 per transaction
- Payment of Salaries and Pensions: N100 per transaction
- Payment to Vendors and other 3rd parties: N100 naira per transaction.
- Collections: N100 per transaction
- Schedule Delivery: N1,000 per Schedule per Recipient.
The above fees are computed and charged alongside each batch of transactions that you process.
5.2 Fees for Extended Support Services
5.2.1 All our Extended Support Services, other than training, are charged at N100,000 per Consultant per day or part thereof. This fee is to cover our Consultant’s time spent on the assignment. It excludes reimbursable expenses for travel, transportation outside Lagos, hotel accommodation, report production stationeries, and photocopying. These costs are charged separately.
5.2.2 The fees for our Training services arepublished alongside our Training schedules on remita.net. Payment for all our extended services shall be upfront and paid in full..
5.3 All fees and charges quoted in this Agreement exclude any applicable taxes, which will be chargeable at the prevailing rate. You will be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts you are liable to pay to us under this Agreement, including, but not limited to, withholding taxes of whatever nature ("Withholding Taxes"). If any deductions or withholdings are required by law to be made from the fees payable to us you agree to promptly pay such Withholding Taxes and obtain and deliver to us proof of payment of such Withholding Taxes together with official evidence thereof issued by the governmental authority concerned, sufficient to enable us support a claim for a tax credit in respect of any sum so withheld. If we are unable to obtain such tax credit due to your failure to comply with the above provision, then you agree to pay to us a sum equal to the amount of the tax credit we are not able to claim as a result of your failure.
5.4 SystemSpecs reserves the right to change the fees indicated in Subsection 5.1 and5.2 above. Notices of such changes shall be communicated in line with the provisions of Section 14.1 ofthisAgreement.
6.0 Use Policy
6.1 Acceptable Use Policy
The following activities constitute a violation of the Acceptable use of Remita
6.1.1 Using the Remita service to make or receive payments for any illegal, fraudulent, immoral and related socially reprehensible purposes.
6.1.2 Using the Remita service to make or receive payments for any narcotics, other controlled substances, steroids or illicit drugs.
6.2 Restricted Activities
You agree that your Information and your activities (including your payments and receipt of payments) through our Service shall not:
- be false, inaccurate or misleading;
- be fraudulent or involve the sale of counterfeit or stolen items;
- be related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools);
- infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;
- violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising);
- be defamatory, libelous, unlawfully threatening or unlawfully harassing;
- be obscene or contain child pornography;
- contain any viruses, Trojan horses, worms, time bombs cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or
- create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than sending and receiving payments, managing your account and the services listed in clasue 1.0 above, including but not limited to tampering with , hacking, modifying or otherwise corrupting the security or functionality of the Service, your account will be terminated and you will be subject to claims for damages and other lawful penalties, including criminal prosecution where applicable.
6.3 Access and Interference
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to attempt to interfere with the proper working of the Remita site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is proprietary or is licensed to us. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content from our web site without our prior expressed written permission.
6.4 Our Remedies and Right to terminate or restrict your activities.
Without limiting other remedies available to us, we may verify inaccurate or incorrect information you provide to us, contact you by means other than by electronic means, immediately warn our community of your actions, limit access to an account and any or all of the account's functions (including but not limited to the ability to send money or make payments), limit activities, indefinitely suspend or close your account, terminate this Agreement and refuse to provide our Services to you if:
- you breach this Agreement or the documents it incorporates by reference;
- we are unable to verify or authenticate any information you provide to us;
- we believe that your account or activities pose a significant fraud risk to us;
- we believe that your actions may cause financial loss or legal liability for you, our users or us; or
- your use of Remita is deemed by us to constitute abuse of the electronic payment system or electronic payment rules, including (without limitation), using the Remita system to test Remita card behaviours.
6.5 Privacy and Security
We do not give your personal information to third parties for marketing purposes without your consent. We view protection of users' privacy as a very important principle. We understand clearly that you and your Information are one of our most important assets. We store and process your Information on computers that are protected by physical as well as technological security devices. If you object to your information being used in this way, please do not use our Services.
7.0 Third Party Sites
SystemSpecs may, from time to time, provide links and pointers to Internet sites maintained by third parties. SystemSpecs does not operate or control in any respect any information, content, products or services on these sites. SystemSpecs neither endorses nor is it responsible for the accuracy or reliability of any site to which Remita is linked or any opinion, advice, statement or information made or provided in any third party site.
8.0 Warranty and Service Disruption
We warrant that the service will in all material respect, deliver on the agreed terms herein. Should the service be disrupted to such an extent that there is likely to be an adverse effect to the service provided, we undertake to notify you of such within reasonable time.
In the event of any service delay or failure, we shall ensure speedy service restoration and reduce to the barest minimum the effect of such service failures on your operations.
By nature of this agreement, the parties may have access to information that is confidential to one another, such confidential information shall include the parties’ business methods, salary structure, marketing strategies, pricing, competitor information, and all other information designated as confidential by either party. The parties agree to maintain the confidentiality of such information and to protect as a trade secret any portion of the other party’s confidential information by using all reasonable efforts to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information.
10.0 Trademarks and other Intellectual Proprietary right
Remita, Remita.net and all related logos, products and services described on www.remita.net are registered trademarks of and belong exclusively to SystemSpecs Limited, or its licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SystemSpecs. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Remita and may not be copied, imitated, or used, in whole or in part, without the prior written permission of SystemSpecs.
This Agreement doesnot convey title or any ownership interest or rights in SystemSpecs’ intellectual property rights used by SystemSpecs providing its Services under this Agreement.
You may not transfer any rights or obligations you may have under this Agreement without our priorwritten consent. Remita reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
12.0 Legal Compliance
You shall comply with all applicable Nigerian and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.
13.0 Notices and Amendment
You agree that these Terms and Conditions constitute "an Agreement duly signed by you"under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other Notices regarding your account and/or your use of the Service, may be provided to you electronically and you agree to receive all Notices from Remita in electronic form.
You may print a copy of any Notices and retain it for your records. All Notices in either electronic or paper format will be considered to be in "writing," and to have been received and shall become effective 30 days after it is hosted, whether or not you have retrieved the notice.
We may amend this Agreement at any time by posting the amended terms on www.remita.net. All amended terms shall be effective 30 days after notice
Notices from you to SystemSpecs shall be by email from you to,email@example.com.
Notices by us to you may be posted to our website, remita.net or sent to your email address registered with us.
Notice by email shall be deemed received by either party, once email is sent, unless the sending party is aware that the email was not received.
Notice posted to our website shall be deemed received upon your visit to our site or your first log-in subsequent to the posting.
14.0 Dispute Resolution
14.1 Negotiated Settlement or Mediation
In the event a dispute arises between you and SystemSpecs, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. In the event of any dispute the Parties shall seek to resolve any such dispute amicably between themselves or through a negotiated settlement and in the event of their inability to resolve the dispute as aforesaid the parties shall explore a mediated settlement with both Parties appointing one(1) Mediator who shall act as a catalyst for resolution.
If at any time the Parties are unable to amicably resolve any dispute(s) through negotiated settlement or mediation, either party shall refer the matter to be finally settled by arbitration in accordance with the Arbitration & Conciliation Act, Cap A18, Laws of the Federation of Nigeria (LFN) 2004, by Arbitration Committee of Three (3) Arbitrators. Each party shall appoint One Arbitrator and the Two Arbitrators appointed by the Parties shall appoint the Third Arbitrator. If the Two (2) Arbitrators fail to appoint the Third Arbitrator within Fourteen (14) days, the Third Arbitrator shall be appointed in accordance with the rules of the Arbitration & Conciliation Act, Cap A18, LFN 2004. The arbitration shall take place in Lagos, Nigeria and be conducted in English Language.The parties shall bear the cost of Arbitration.
Notwithstanding clause 6.4 above, either party may terminate this Agreement by giving the other party not less than three (3) months written notice of its intention to terminate.
Any monies due and payable by you to us to at the time of termination shall remain payable and become due immediately upon termination. Termination shall not relieve the continuing obligations under this Agreement, including but not limited to the requirements Clauses (4.1a) Release, (3.5) Indemnity, (6.3) Access and Interference,and (10.0) Trademarks and other intellectual Proprietary Rightsof this Agreement.
- Your represent that you have the capacity to enter into this Agreement
- If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
- You agree that this Agreement and all incorporated agreements may be automatically assigned by Remita, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
- The non- specification of a particular legal or equitable remedy shall not be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach of any of the clauses.
- Each of the Parties acknowledges that it is acting as an independent contractor, and each Party has the sole right and obligation to supervise, manage, direct, procure, perform, or cause to be performed, all work or other obligations to be performed by such Party under this agreement.
17.0 Entire Agreement
This agreement and any documents referred to herein constitute the entire agreement between the parties and supersede any and all prior agreements between the parties, whether oral or written, with respect to the subject matter thereof..
18.0 Applicable Law
This Agreement shall be construed in accordance with the laws of the Federal Republic of Nigeria. You and SystemSpecs submit to the exclusive jurisdiction of Nigerian courts.