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Vendor Agreement

 

HOLISTIC SOLUTIONS ONLINE LTD, a company duly incorporated under the Laws of the Federal Republic of Nigeria, having its registered office at 3/9 Olu Koleosho, Off Medical Road, Mokland Plaza, Ikeja, Lagos State (hereinafter referred to as “MONEY MATTERS” which expression shall, where the context so permits, mean and include its successors in title and assigns) of the one part;

AND

a duly licensed service provider in the business of Hotel & Hospitality established under the Laws of the Federal Republic of Nigeria, (hereinafter referred to as “THE SERVICE PROVIDER” which expression shall, where the context so permits, mean and include its successors in title and assigns) of the other part; but jointly referred to hereafter as ‘the Parties’.

 

WHEREAS:

1. MONEY MATTERS is an online platform warehousing a variety of services and products that are made accessible to interested persons.

2. is a corporate entity engaged in the business of Hotel & Hospitality.

3. MONEY MATTERS has developed an online scheme described as ‘A Holistic Solution’. The scheme which is aimed primarily at affording interested persons a one stop shop for a variety of products and services for a fee.

4. MONEY MATTERS has effectively secured the Participation of a wide variety of partners who have committed to agreements to offer their services to the targeted class of persons.

5. is willing and desirous to collaborate with MONEY MATTERS to enlist its products/services on MONEY MATTERS Platform.

6. The Parties have agreed to enter into this commercial agreement to confirm their relationship for the purpose mentioned above according to the terms and conditions contained herein only.

NOW THEREFORE THE PARTIES HAVE AGREED as follows:

 

1 PURPOSE

1.1 The purpose of this commercial agreement is to set forth the basis on which the Parties will work together to carry out the effective operations of the ‘MONEY MATTERS’ SCHEME.

1.2 However, this commercial agreement does not purport to exhaust all of the terms and conditions of the relationship contemplated herein and where required, both parties shall execute further Agreements, which shall be documented, if agreeable to both Parties.

 

2 PARTY OBLIGATIONS

2.1 MONEY MATTERS shall:

2.1.1 Be responsible for the smooth running of the online portal wherein the products/services of shall be exhibited for use by members of the Public.

2.1.2 Be responsible for the linking of the particulars of participating members of the public to enrolled on the scheme so as to enable the subscriber’s access and maximise the benefits of the scheme.

2.1.3 Be responsible, in consultation with , for the effective monitoring of the implementation of the Scheme.

2.1.4 Ensure awareness and mass publicity of the public, in collaboration with THE SERVICE PROVIDER, to achieve mass utilisation of the scheme by the public.

2.1.5 Be responsible for the collation of data, update of records regarding the inputs and outcomes of the Scheme.

2.1.6 Ensure that best efforts are applied towards the successful implementation of the Scheme to maximally benefit the target class and the parties to this agreement.

2.1.7 In furtherance of the parties to this commercial agreement performing their obligations herein, actively support and identify with connected schemes that may be carried on by as forming the MONEY MATTERS’S Corporate Social Responsibility commitments to .

2.2 shall:

2.2.1 Provide its Products/Services to patrons and customers who request such through MONEY MATTERS platform.

2.2.2 Pay to MONEY MATTERS, 10% commission on room bookings and 15% commission

from events booking from its portal as the Cost of enlisting its products/services on MONEY MATTERS online Platform and the linkage of customers for .

2.2.3 Execute any instruments or documents in relation to this Scheme to be determined by both parties.

2.2.4 Perform other ancillary functions as may be agreed by the parties in writing from time to time.

2.3 MONEY MATTERS and shall:

2.3.1 Comply with the requirements of all relevant statutory and regulatory authorities.

2.3.2 Do all such things as are ancillary or incidental to their obligations, duties and responsibilities as specified in this Agreement which are deemed necessary for the successful completion of the Scheme.

2.3.3 Dedicate all necessary resources that will facilitate the smooth implementation of the Scheme.

2.3.4 On request, provide the requesting party all information and documents in good and true form as may be reasonably required by the requesting party in the discharge of its duties under this Agreement.

2.3.5 Deliver or cause to be delivered to each other, all requisite approvals, authorisations, information and documents as either Party may deem necessary to ensure compliance with the requirements of all regulatory authorities.

2.3.6 Provide information and co-operate with each other’s personnel to ensure the efficient and seamless provision of the services and the performance of each Party’s obligations as envisaged by this commercial agreement.

2.3.7 Provide a contact person that will be solely responsible at all times for the supply of information during the execution of the Scheme.

 

3 FURTHER AGREEMENTS OF EACH PARTY

3.1.1 The Parties hereby expressly agree to:

3.1.2 Execute such further documents and agreements as may be required in furtherance of the objectives of the Scheme SUBJECT ALWAYS to the terms and conditions of this agreement;

3.1.3 Collaborate and give mutual advice and ideas to each other on how best to carry out the objectives of the Scheme.

 

4 ASSIGNMENT

4.1 This commercial agreement and all rights under it may not be assigned or transferred by either party without the consent in writing of the other party (such consent not to be unreasonably withheld).

 

5 TERMS OF THE COMMERCIAL AGREEMENT

5.1 This commercial agreement shall take effect, and shall continue in force until termination by both parties in accordance with the terms of this agreement.

5.2 Notwithstanding the foregoing, Clauses 8 of this agreement shall survive the expiration of this commercial agreement.

5.3 Both Parties reserve the right to terminate this commercial agreement upon giving 30 (thirty) days notice in writing if it is determined that either of the Parties is not acting in accordance with the objectives or the terms and conditions of this commercial agreement.

 

6 CONFIDENTIALITY

6.1 Each party hereto hereby acknowledges that all information, specifications and documentation which either party hereto may have imparted and may from time to time impart to the other relating to the business of the other, is proprietary and confidential to the party imparting such information (hereinafter called “the Confidential Information”).

6.2 Each party hereto hereby undertakes to keep and procure to be kept secret and confidential all of the Confidential Information and to ensure that its employees, shareholders, advisers and agents are aware of and maintain the confidential nature of such information.

6.3 The obligation of Confidentiality imposed by this clause shall survive the termination of this commercial agreement for whatever reason.

6.4 Each party shall limit disclosure to its employees who have a business-related need to know, and who have entered into Agreements with them pursuant to which they are bound by the confidentiality provisions of this Agreement to the extent that each party is bound.

6.5 Each party shall indemnify the other against any and all losses it may incur as a result of the breach of this confidentiality undertaking.

6.6 The confidentiality obligation herein shall not be applicable to any information that: –

(i) is already within the knowledge of the Recipient at the time of disclosure by the Disclosing Party;

(ii) is known or hereafter becomes available to the public through no fault of the Recipient;

(iii) may be hereafter acquired by the Recipient from any third party who is under no obligation of confidentiality; or

(iv) is required to be disclosed by applicable law.

6.7 Upon the expiration of this commercial agreement, each Party shall have the right to demand the return of all confidential or proprietary information belonging to it along with all copies thereof and the party to which the demand is made shall return all such information within fourteen (14) days from the date of the demand.

 

7 BINDINGNESS OF THIS COMMERCIAL AGREEMENT & RELATIONSHIP OF THE PARTIES

7.1 This commercial agreement is intended to be legally binding and it expresses the intention and agreements of the Parties in relation to the collaborative relationship. This commercial agreement relates solely to the activities set forth herein and does not apply to any other activities, transactions, relationships, contracts, projects or work of the individual Parties. Accordingly, neither of the Parties shall be restricted in any of its activities outside the scope of this commercial agreement.

7.2 By the execution of this commercial agreement, the Parties are not forming a joint venture, partnership or any other similar arrangement. Neither of the Parties shall be deemed to be a representative, agent or employee of the other Party, nor, unless otherwise expressly specified herein, shall either Party have any authority or right to assume or create any obligation of any kind or nature, express or implied, on behalf of, or in the name of the other Party, nor to bind the other Party in any way, without the specific prior written authorisation of the other Party. The obligations of the Parties hereto shall be several and not joint.

 

8 AMENDMENT

8.1 This commercial agreement will not be amended, except by an instrument in writing, executed by the Parties.

9 ENTIRE UNDERSTANDING

9.1 This commercial agreement supersedes and invalidates all prior agreements, representations, written or oral related to this subject matter hereof which may have been made by the parties either orally or in writing prior to the date hereof.

 

10 NOTICES

10.1 Any notice, demand, or request which is given in connection with this commercial agreement shall be given in writing to the applicable Party via personal delivery or sent prepaid by courier to the signatory of this commercial agreement at the business address indicated hereinabove for that Party, or to

such other address as the Party may have notified in writing to the other Party. Any notice, demand, or request given pursuant to this commercial agreement shall be deemed given as of the date received.

 

11 DISPUTE RESOLUTION

11.1 The Parties shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this commercial agreement amicably through mutual discussion.

11.2 If the Parties are unable to resolve the dispute through mutual discussion, the dispute or difference of opinion mentioned in Clause 11.1 above shall be referred to mediation conducted by their legal representatives failing which the dispute shall finally be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, Cap. A18 Laws of the Federation of Nigeria 2004 (the “Act”) or any statutory re-enactment or modification thereof. In the event that the parties cannot agree on the arbitrator, the appointing authority shall be the Chief Judge of Lagos State. The arbitration shall take place in LAGOS and the language of arbitration shall be English Language. The decision of the arbitrator shall be final (subject to any rights of appeal preserved by the Act).

11.3 This Clause shall survive the termination of this commercial agreement, and shall accordingly apply at all times to disputes and differences of opinion existing or arising between the Parties hereto, concerning this commercial agreement or any matter hereunder.


12 WAIVER

12.1 The failure by any party to enforce or to require the performance at any time of any of the provisions of this commercial agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this commercial agreement or any part hereof or the right of such party to enforce the provisions of this commercial agreement.


13 HEADINGS

13.1 The headings of the clauses of this commercial agreement are inserted for convenience only and shall not affect the meaning or construction of the contents of this commercial agreement.

 

14 TERMINATION

14.1 Notwithstanding any other provision of this commercial agreement, either party shall be entitled to terminate this commercial agreement upon one month’s written notice at any time to the other and which termination shall be effective immediately in the event:

14.1.1 of any breach by either party of any of the terms of this

commercial agreement and which breach, if remediable is not remedied within thirty [30] days of such notice of termination ; or

14.1.2 of a change of control of either party which is in the reasonable opinion of the other party detrimental to its interests; or

14.1.3 of poor quality of performance by either party below acceptable standards; or

14.1.4 of reasonable proof of fraudulent practices by or against either party; or


15 FORCE MAJEURE

15.1 Either party shall not be liable for loss or damage arising out of any delay or failure of performance caused by circumstances beyond its control including but not limited to earthquakes, flood, hurricane, act of God or of public enemies, war, national emergency, invasion, insurrection, riots, strikes, picketing, boycott, interruption of services rendered by any utility or interference nor shall any delay or failure of performance due to said causes be deemed a breach or a default in the performance of this commercial agreement.


16 SEVERABILITY

16.1 In the event of any one or more of the provisions of this commercial agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this commercial agreement, and this commercial agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this commercial agreement, and the commercial agreement shall be carried out as nearly as possible in accordance with its original terms and intent.


17 GOVERNING LAW

17.1 This commercial agreement shall be governed by, and construed in accordance with the laws of the Federal Republic of Nigeria.


18 EXECUTION

18.1 This commercial agreement may be executed in counterparts, each of which shall constitute an original but all of which together shall comprise one instrument. This commercial agreement may be executed in the first instance via facsimile or e-mail attachment, provided that the same is followed as soon as possible thereafter by hard copy of the original.


19. SCHEDULE AND APPENDIX

All relevant schedules and appendixes referred to or attached herewith to this Agreement are herewith annexed as part of this Agreement.