Enrolment Partnership Agreement

ENROLMENT PARTNERSHIP AGREEMENT

BETWEEN

FIC PROFESSIONALS NETWORK PLC
AND
..........................................................  (“PARTNER”)

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PREAMBLE

THIS PARTNERSHIP AGREEMENT is made this BETWEEN FIC PROFESSIONALS NETWORK PLC, a company registered under the Laws of the Federation of Nigeria with its principal place of business at Financial Inclusion Centers, 12, Algiers Street, Wuse Zone 5, Abuja (“FIC”, which expression shall wherever the context so admits include its successors in title, representatives and assigns) of the one part; AND the PARTNER (which term shall where the context permits include its assigns and successors-in-title) of the other part.

WHEREAS

• FIC is licensed by the National Identity Management Commission (NIMC) to carry out the enrolment of Nigerians throughout the country under the World Bank ID4D Ecosystem project at no cost to Nigerians.
• The PARTNER, having applied to FIC, shall participate in the enrolment exercise and would be paid for each successful enrolment against invoices submitted by FIC and approved by NIMC.
• FIC agrees to secure financing for the procurement of the NIMC-approved biometric device and/or NIN license, including the training and setup costs, for the PARTNER.
• The PARTNER is interested and has applied to FIC for securing financing for the acquisition of biometric devices and/or NIN license.
• Repayment of the device cost shall be by direct deduction of a fixed amount of ₦700 from the PARTNER payments from each successful enrolment until the financing amount is fully repaid over a maximum of twelve (12) months.
• The ownership of the financed device and/or license will only be transferred to the PARTNER when the repayment has been completed.
• The PARTNER will be responsible for the cost of repair of the device during the repayment period.
• Upon the full repayment, all deductions will be stopped, and PARTNERS will be entitled to their full commission henceforth.

1. DEFINITIONS & INTERPRETATIONS

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out hereunder:

• “Agreement” means this Agreement.
• “Confidential Information” means all non-public information, data, documents, pricing, technical, business, and operational details shared between the Parties.
• “Force Majeure Event” means any act of war (whether declared or not), emergency, strike, industrial dispute, accident, fire, earthquake, flood, storm, tempest, terrorism, pandemic or any act of God or other cause beyond the reasonable control of the Party affected.
• “NIN Data” means all personally identifiable information (PII) collected during the enrolment process, including biometric data, names, addresses, and other details required for the National Identity Number registration.
• “Parties” means FIC and the PARTNER jointly (each a “Party”).

2. PURPOSE AND OBJECTIVE

The primary purpose of this Agreement is to establish a strategic, non-exclusive partnership between FIC and the PARTNER for the efficient, ethical, and high-quality enrolment of Nigerian citizens for the National Identity Management Commission (NIMC) under the World Bank ID4D Ecosystem project, while also facilitating the financing and acquisition of necessary enrolment equipment and licenses by the PARTNER.

3. FINANCIAL ARRANGEMENTS AND PAYMENT TIMELINES

• FIC will pay sixty-five percent (65%) of all approved payments received from the NIMC World Bank ID4D Ecosystem Project to the PARTNER under this scheme, less applicable bank charges.
• Approved successful enrolment payments range from between ₦1,800 and ₦2,400 depending on the enrolment location as determined by NIMC as at the date of this Agreement, but may be reviewed from time to time by NIMC.
• FIC shall process and remit the PARTNER’s share of the successful enrolment payments within seven (7) business days of receiving the corresponding cleared funds from NIMC.
• Repayment for the device and/or license financing shall be processed as a direct deduction of ₦700 per successful enrolment until the outstanding financing is fully repaid.

4. PARTNER OBLIGATIONS AND PERFORMANCE STANDARDS

• The PARTNER shall be responsible for biometric enrolment of people within approved areas in Nigeria. In the event of special projects such as Ward enrolment, INEC project, etc., restrictions shall be based on NIMC regulations.
• The PARTNER shall keep a record of daily, weekly, and monthly enrolment and transmit the same to FIC as needed, using FIC’s specified reporting format.
• The PARTNER shall endeavour to enroll fifteen (15) or more people daily at no cost to the enrollee per machine. Failure to consistently meet minimum performance standards over a continuous period of thirty (30) days without a reason acceptable to FIC may constitute a breach of this Agreement.
• The PARTNER shall strictly adhere to the guidelines and standards of operation set by NIMC for the high-quality enrolment of Nigerians to minimize NIMC rejections and data capture errors.
• The PARTNER shall be responsible for all operating costs, including internet data and toners for printing, bulbs for lights provided for image capture when necessary.
• The PARTNER acknowledges that its staff are conducting activities under the authority of FIC and all businesses will be conducted under/with the express authorization of FIC.

5. PARTNER STAFF CONDUCT AND ETHICAL PRACTICES

• The PARTNER shall be solely responsible for the conduct, behavior, training, and supervision of its staff and agents engaged in the enrolment exercise. Any actions, omissions, or misconduct by the PARTNER’s staff shall be deemed the actions of the PARTNER.
• The PARTNER shall not charge the public for enrolment and issuance of the National Identity Numbers.
• The PARTNER warrants and undertakes to maintain the highest ethical standards and shall not engage in any fraudulent, corrupt, unethical, or deceptive practices. Any such breach shall constitute a material breach leading to possible immediate termination.

6. CONFIDENTIALITY AND DATA PROTECTION

• Both Parties agree that all Confidential Information shared during the course of this partnership shall be kept strictly confidential and shall not be disclosed to any third party without prior written consent. This obligation shall survive termination.
• The PARTNER acknowledges that NIN Data is highly sensitive and subject to Nigerian Data Protection Regulations and NIMC guidelines, and shall implement suitable technical and organizational security measures.
• The PARTNER shall only use NIN Data for the express purpose of enrolment under this Agreement and shall not store, copy, process, or otherwise use the data after transmission to FIC/NIMC, unless required by NIMC guidelines.

7. DEVICE CARE, MISUSE, AND LIABILITY

• Until the financing is fully repaid, the biometric device and/or NIN license remains the sole property of FIC.
• The PARTNER shall exercise the utmost care in the use and maintenance of the device and ensure it is operated only by trained personnel in a secure environment.
• The PARTNER shall be solely responsible for the cost of repair of the device during the repayment period, unless the damage is proven to be due to a manufacturing defect covered by warranty.
• In the event the device is stolen, lost, or damaged beyond repair due to the PARTNER’s negligence or misuse, the PARTNER shall be liable to FIC for the outstanding financing balance of the device and/or license.

8. SUPPORT, TRAINING, AND BRANDING

• FIC will provide the necessary initial training to the PARTNER's designated operators on the correct use of the device and adherence to NIMC protocols.
• FIC shall provide reasonable technical and administrative support and interface with NIMC where necessary.
• The PARTNER shall not use FIC’s name, logo, or other trademarks for any promotional or business activity without prior written consent.

9. COMPLIANCE, WARRANTIES, AND NON-EXCLUSIVITY

• The PARTNER warrants that it shall at all times comply with Nigerian laws, NIMC regulations, and operational directives related to the enrolment process.
• The partnership is non-exclusive; FIC may engage other partners to carry out enrolment services.
• The PARTNER is free to engage in other business activities provided these do not conflict with its obligations or compromise the security of NIN Data or the integrity of the process.

10. DURATION AND TERMINATION

• This Agreement commences from the date the last party signs it and continues until terminated by mutual agreement or in accordance with this clause.
• Either party may terminate this Agreement for cause, including material breach not remedied within a reasonable period after notice, or insolvency-related events.

11. FORCE MAJEURE

• No party shall be considered in breach of its obligations if performance is prevented or delayed by a Force Majeure Event.
• If a party’s performance is likely to be hindered by such an event, that party shall promptly notify the other in writing.

12. DISPUTE RESOLUTION

• Disputes shall first be resolved amicably through mutual consultation.
• If unresolved within fourteen (14) days, disputes are escalated to the Director/CEO of FIC and the PARTNER’s authorized representative.
• If still unresolved after thirty (30) days, disputes shall be referred to arbitration in Abuja by a panel of three arbitrators. The decision of the panel is final and binding.

13. MISCELLANEOUS PROVISIONS

• Neither party may assign its rights or obligations without prior written consent of the other party.
• All notices under this Agreement shall be in writing and may be delivered personally, by pre-paid post, or by e-mail.
• If any provision is held illegal or unenforceable, the remaining provisions shall remain in full force and effect.
• The parties agree not to circumvent each other in respect of this Agreement, including dealings with entities introduced under this Agreement.
• This Agreement is governed by the Laws of the Federal Republic of Nigeria.
• The Parties agree to act in good faith and with commercial reasonableness to pursue the shared objectives of this partnership.

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.