Terms of Service

INTRODUCTION

This Merchant Agreement governs your use of the Services as a ("Merchant") on the Platform of Float Merchant Limited (hereinafter referred to as "Float"). You are advised to read the terms carefully and can contact Business@floatmerchant.com for any clarification you may require.

1. SCOPE AND PURPOSE

1.1.

This Agreement sets out the basis on which Float Merchant Limited a digital platform that act as an intermediary for Suppliers and Merchants in the supply of Fast-Moving Consumer Goods ("FMCG"), while also connecting them with access to credit finance from licensed financial institutions provides its Services to the Merchant.

1.2.

This Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes any previous agreements whether express or implied.

1.3.

The Merchant accepts that Float may make changes to this Agreement and its fees without notice.

2. DEFINITION AND INTERPRETATION

2.1. In this Agreement:

2.1.1.

"Financial Partner" refers to the Bank that provides Credit facilities to the Merchant after assessing Creditworthiness.

2.1.2.

"Goods" refers to tangible products or items that are manufactured, produced and sold by a Supplier.

2.1.3.

"Platform" refers to the digital platform and application connecting the Merchant and the supplier and provide access to finance from Financial Institutions.

2.1.4.

"Merchant" refers to a business that buys from suppliers and sells goods or services directly to different categories of customers.

2.1.5.

"Supplier" refers to a business that provides good for sale to a Merchant.

2.1.6.

"Settlement window" refers to the specific period during which the Merchant can fulfil its obligation after the approved credit is granted in favour of the Merchant.

3. RIGHTS AND OBLIGATION

3.1. Rights and Obligations of Float

3.1.1.

Float, will in consideration of the Fees and Compliance by the Merchant to the terms of the Agreement, provide an intermediary service between Suppliers and Merchants that also connects them with access to credit finance.

3.1.2.

Float shall be entitled to debit the account directly with respect to any outstanding payment obligation based on the Direct Debit mandate granted in its favour by the Merchant.

3.1.3.

Float shall be entitled to recover any unfulfilled loan obligation towards its Financial Partner by the Merchant.

3.2. Rights and Obligations of the Merchants

3.2.1.

Grants Float access to data on its usage of the platform inventory management, and cash flow management solutions and is not denied or altered in any way, this will support Float in generating performance reports for the Merchant.

3.2.2.

The Merchant shall inform Float of any material change in the Merchant's name, ownership, details and/or its business practices timeously.

3.2.3.

Where the credit is applied, pay Float promptly and within the stipulated timeline as set out in the settlement calendar for all Goods delivered on Credit. The payment will include credit given to the Merchant and all interest accrued.

3.2.4.

Execute and deliver all documents reasonably required by Float to give effect to this Agreement.

3.2.5.

Cooperate to the opening of an account with the financial partner if necessary.

3.2.6.

Provide all information reasonably required or requested by Float or the Financial Partner to give effect to the terms and conditions of this Agreement.

3.2.7.

The Merchant agrees to the terms of credit recovery by the financial partner, of all goods in its stores to enable recovery of all outstanding balance owed on any credit given to the Merchant and all interest accrued on the outstanding sum.

3.2.8.

Gives Float the right to process settlements as it deems appropriate to settle all outstanding credit and accrued interest.

4. PAYMENT OF FEES AND CHARGES

4.1.

The Merchant shall pay an annual subscription fee of ₦30,000.

4.2.

Float shall be entitled to amend the fees; such change will become effective on the calendar day immediately following the end of the last subscription period. The Merchant understands that failure to agree to the revised fees may result in limited access to services provided on the Float Merchant platform.

4.3.

The Merchant shall repay the credit granted in favour by the financial partner to cover the cost of the Goods.

5. REPRESENTATIONS AND WARRANTIES

5.1. Merchant's Warranties

5.1.1.

Subject to any disclosures made by the Merchant prior to the execution of this Agreement, the Merchant makes the representations and warranties in this Clause in favour of Float that all such disclosures (financial information, KYC information) are accurate, complete, valid and subsisting in all material respects as of this Agreement.

5.1.2.

The Merchant represents and warrants to Float that none of the warranties or statements contained in this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make any of such warranties or statements not to be misleading. All information relating to the business of the Merchant which is known or would on reasonable enquiry be known to the Merchant and which may be material to the fulfilment of the Merchants obligations under this Agreement has been disclosed in writing to Float. There is no other information relating to the Merchant's business which has not been disclosed to Float, or which shall prejudice any indemnity claim made by Float or operate to reduce any amount recoverable under any such claim. In relation to any claim made by Float for a breach of the warranties, the Merchant shall not be entitled to assert, as a defence to such a claim, that Float ought to have known or had knowledge of any information relating to the circumstances giving rise to such claim.

5.1.3.

The Merchant represents to Float as follows:

5.1.3.1.

The Merchant warrants that it has the legal capacity to enter into and perform its obligations under this Agreement.

5.1.3.2.

The Merchant represents, warrants and affirms that the information given on the Platform with respect to this Agreement, and in all communication with Float, is true and correct for purposes of the granting of credit, and agrees to notify Float, in writing, of any changes in and/or additions to the information set out in this Agreement, or set out in any written credit request, or furnished in this Agreement.

5.1.3.3.

The Merchant understands that Financial Partner's decision to grant credit to the Merchant is based upon the information provided to the Merchant in this Agreement and/or in any written communication submitted to Float and the Financial Partner, and that the Financial Partner has relied upon all such information.

5.1.3.4.

The Merchant acknowledges that Float, the Financial Partners, Affiliated and Suppliers has relied upon the Merchants representations, warranties, and agreements on the terms and conditions of this Agreement, in decision and agreement to sell goods, and extend credit, to the Merchant.

5.1.3.5.

The Merchant is in compliance with all statutes and regulations of any relevant authority, which are material to its business.

5.1.3.6.

This Agreement constitutes a legal, valid and binding obligation on the Merchant, and it is enforceable against it.

5.1.3.7.

The Merchant irrevocably nominates and appoints Float or Float's lawful representative as the Merchant's true and lawful attorney to perform all necessary acts to give effect to the provisions of Clause 7.

5.2. Float's Representations and Warranties

5.2.1.

It is duly registered and legally existing under the relevant laws with legal capacity to execute, deliver and perform this Agreement.

5.2.2.

It has full right and authority and has obtained the necessary consents required to enter into this Agreement.

5.2.3.

This Agreement constitutes a legal, valid and binding obligation on the Merchant, and it is enforceable against it.

5.2.4.

Float makes no warranty or representation that the Platform is free from defects and disclaims all other warranties whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

5.2.5.

Floats make no warranty, express or implied to Merchant's access to credit facility from a financial partner or as to the maximum amount of credit that may be granted to the Merchant. The Financial Partner retains the right to determine at its sole discretion, the credit limit extended to the Merchant based on relevant factors, including but not limited to creditworthiness, financial history and risk assessment.

5.2.6.

Float shall not be responsible for any direct, indirect or consequential loss (including loss of profit) and/or expense arising in respect of the Goods (or use of the Goods) and suffered by the Merchant, Supplier or any third party whether in contract or tort (including negligence) or otherwise.

6. ORDER

6.1.

Where a Merchant places an order to the Supplier for the purchase of any Good, the Order shall be valid for the number of days as agreed by the Parties.

6.2.

The Supplier shall be notified of the order placed and shall confirm the order and the accompanying description.

6.3.

Upon confirmation of the Order, the Goods shall be supplied and delivered to the Merchant and the Merchant shall be granted an agreed settlement window to make payment for the Goods else the Credit approved by the Financial Partner shall be applied towards the payment of the completed order to the Supplier.

6.4.

At this point, the Merchant is deemed to be indebted to Float on behalf of the Financial partner and is expected to repay the loan in the manner as provided by Float.

6.5.

The Merchant consent to the repayment to Float on behalf of the Financial partner to be in the manner as specified in the direct debit consent form and repayment calendar.

7. EVENTS AND CONSEQUENCES OF DEFAULT

7.1.

All amounts payable in respect of any credit sale(s) and accrued interest shall become immediately due to Float after the expiration of the agreed settlement windows granted.

7.2.

Where the Merchant defaults in the repayment of the loan, Float may, at its option, initiate the Financial partner's loan recovery process while limiting Merchant's access to loan offers until such a time as Merchant is deemed creditworthy again.

7.3.

Upon the occurrence of an Event of Default, Float shall, upon expiry of any applicable notice or grace period, be entitled (but not obliged), without prejudice to any other rights which may have, by notice to the Merchant to:

7.3.1.

Declare that this Agreement and all (or certain specified) obligations of Float under this Agreement shall be terminated immediately.

7.3.2.

Initiate Financial partner's recovery of the Merchant's property to recover goods worth the outstanding sum owed. This is by virtue of the power of attorney granted to Float by the Merchant in this Agreement.

7.3.3.

Require the Merchant to pay Float on behalf of the Financial partner any amount outstanding on the Credit facility given to the Merchant, irrespective of any terms or conditions otherwise applicable, and the Merchant shall immediately pay the same, notwithstanding any other provision of this Agreement.

7.4.

No delay or omission of Float to exercise any right or power occurring upon an Event of Default shall impair any such right or power or shall be construed as a waiver of any such Event of Default or an acquiescence by Float. To the fullest extent permitted by law, Float rights and remedies under this Agreement shall be cumulative, and Float shall have all other rights and remedies not inconsistent to this Agreement by law or in equity.

7.5.

The Merchant indemnifies Float for all costs, interests and expenses including legal costs as between Solicitor and client which Float may incur in recovering the loan and any monies owed to Float.

8. DELIVERY & DEFECTS

8.1.

Delivery of the Goods shall take place at the date and time as agreed between the Merchant and Supplier.

8.2.

On delivery of the goods, the Merchant shall inspect the Goods and shall within five (5) days of delivery (time being of the essence) notify the Supplier of any alleged defect which should be reasonably apparent, shortage in quantity, damage or failure to comply with the description or order.

8.3.

Where the effect is detected within 5 days and relates to shortage in quantity, manufacturer damage or failure to The Merchant shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following delivery. If the Merchant fails to comply with the provisions of this clause, the Goods shall be deemed to be free from any defect or damage.

8.4.

If the Supplier has agreed in writing that Goods are defective, Supplier's is expected to either replace the Goods or discount the Price of the Goods by an amount agreed to by the Merchant and Supplier.

8.5.

Reference to 8.1 to 8.4 is advisory in a case where defect or damaged goods is occurring for the first time between suppliers and Merchants on the platform. Any other defect or damaged goods events upon deliveries made by suppliers shall be resolved by mutual agreement between the suppliers and Merchants.

9. RETURNS AND REFUNDS

9.1.

The Merchant shall not be entitled to return Goods, or cancel an Order, than is allowed pursuant to this Agreement.

9.2.

All returned cartons to the Supplier must contain the correct inner quantity and deemed totally fit for resale.

10. INDEMNITY

10.1.

The Merchant agrees to indemnify, defend, and hold harmless Float, the financial partner, and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this agreement by the Merchant, the Supplier's breach of the Agreement or any negligent or wrongful act or omission of Float or its employees, contractors, or agents.

11. TERMINATION

11.1.

Either Party may terminate this Agreement by giving thirty (30) days prior written notice to the other Party. Termination shall be not affect any rights, obligations or liabilities, outstanding debts and payments accrued prior to termination nor shall it relieve either party from any obligations that by their nature, extend beyond termination, including but not limited to confidentiality, indemnification and payment obligations.

11.2.

Either Party may terminate this Agreement with immediate effect by written notice, if the other Party breaches any of the provisions of this Agreement and in the case of a breach capable of remedy, fails to remedy it within ten (10) Business Days of receipt of a written notice from the aggrieved Party specifying the breach and containing a warning of an intention to terminate, if the breach is not remedied.

12. CONFIDENTIAL INFORMATION

12.1.

Confidential Information shall mean information that relates to the business of either Party or any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party in question ("Affiliate"), which is not generally known to the public, which is used, developed, or obtained by either Party relating to, without limitation, products, operating systems and the system of Float and all its parts, KYC details, personal information, trade secret, intellectual property algorithms, studies and development methods and processes, all modifications and reconfiguration of computer related hardware, data, promotional and other marketing plans, financial and credit statistics relating to such Party.

12.2.

For the avoidance of doubt the terms of the Agreement shall also be considered Confidential Information, each agrees, during the term of the Agreement, and for a period of three (3) years following the termination of the Agreement, not to disclose or use any item of the Confidential Information of the other Party, unless use or disclosure by a Party is required to perform its obligations under the Agreement. The Party disclosing Confidential Information to a third party hereunder, including to its Affiliates, shall ensure that such persons/companies shall observe this confidentiality clause or be bound by equivalent terms. Confidential Information does not include information which:

12.2.1.

is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, generally known or available;

12.2.2.

is known by the receiving Party at the time of receiving such information as evidenced by its records;

12.2.3.

is provided to the receiving Party by a third party, without restriction on disclosure;

12.2.4.

is independently developed by the receiving Party without any breach of the Agreement;

12.2.5.

is the subject of a written permission to disclose provided by the disclosing Party; or

12.2.6.

is required to be disclosed by law or court order or by order of a competent regulatory body.

12.3.

Both Parties shall protect and hold any Confidential Information received from the other Party in strict confidence and with the protection that they use to protect their own Confidential Information of like importance from disclosure (but not less than reasonable). Each receiving Party shall be liable for any misuse, misappropriation or improper disclosure of Confidential Information by any of its employees, contractors, agents, and professional advisers to whom Confidential Information is disclosed or made available by that receiving Party.

12.4.

Upon the termination of the Agreement, Float will, upon the written request of the other Party, return or destroy all Confidential Information of the other Party. In the event the Confidential Information is destroyed, Float shall certify it was destroyed and the certification shall be executed by an officer, but one (1) copy of Confidential Information may be retained if required by law.

12.5.

This does not apply to disclosure of Confidential Information to a partner financial institution.

13. INTELLECTUAL PROPERTY

13.1.

Nothing in this Agreement shall be construed as conveying or transferring any ownership or proprietary interest of intellectual property rights owned by Float (existing now or in future) to the other Party. All intellectual property rights shall remain the property of the Float providing it, and the other Party shall acquire no rights in the same.

13.2.

The Merchant shall not and shall not permit its affiliates or any third party to have access to, translate, reverse engineer, decompile, recompile, update or modify all or any part of the Platform.

13.3.

All patents, copyrights, circuit layouts, mask works, trade secrets and other proprietary rights in or related to the Platform are and will remain the exclusive property of Float.

13.4.

The Merchant will not take any action that jeopardises Float's proprietary rights or acquire any right in the Platform, or the Confidential Information, as defined in this Agreement.

13.5.

The Merchant shall not own any rights in any copy, translation, modification, adaptation or derivation of the Intellectual Property or other items of Confidential Information, including any improvement or development thereof.

14. PROCESSING OF PERSONAL INFORMATION

14.1.

By entering into this agreement, the Merchant consents to the collection, use, storage, and processing of their personal information by Float for the purposes outlined in the privacy policy. The Merchant acknowledges that they have read and understood the privacy policy and voluntarily consent to the processing of their personal information in accordance with its terms. The Merchant further acknowledges that they have the right to withdraw their consent at any time by contacting Float in writing.

14.2.

Float shall process the personal information of the Merchant in accordance with the Nigerian Data Protection Act 2023, Data Protection Regulation 2019 and the other Data Protection laws as amended from time to time.

14.3.

Float may share personal information collected under this agreement with third-party service providers, vendors or business partners, as necessary to fulfil the purposes outlined in the privacy policy. Such third parties may include, but are not limited to, financial institutions, accounting and inventory management provider, IT service providers, marketing agencies, and legal advisors. Float shall ensure that any third party receiving personal information is contractually obligated to handle such information in accordance with applicable data protection laws and industry standards for data security and confidentiality.

15. NOTICES

15.1.

Except for the service of proceedings, a notice under or in connection with this Agreement (a "Notice"):

15.1.1.

shall be in writing; and

15.1.2.

shall be deemed to have been duly given if delivered personally, sent by certified or registered mail, postage prepaid, or sent by email to Business@floatmerchant.com if sent by electronic mail, the next Business Day assuming that no notification of failure to deliver the electronic mail was received by the sending party. If sent by post, two Business Days after posting it; and

16. AMENDMENT

16.1.

Float may revise the provisions in this Agreement or introduce additional terms at any time and from time to time. Float shall notify the Merchants and Suppliers by uploading the Agreement on its website. Such amendment shall be binding on the Merchant and Supplier from the date it is uploaded.

17. GOVERNING LAW

17.1.

This agreement shall be governed by the laws of the Federal Republic of Nigeria.

17.2.

Any disputes between the parties arising from or related to this Agreement shall be settled by arbitration in accordance with the Lagos State Arbitration Law 2009. The arbitration venue shall be Lagos, and the language shall be English.

For any questions or clarifications, please contact:

Business@floatmerchant.com