This Agreement is hereby executed BETWEEN Finnblue Technologies Nigeria Limited (RC1825779) a company registered in Nigeria and having its address at No.10 Hughes Avenue, Alagomeji Yaba Lagos, Nigeria (subsequently referred to as “Finnblue Nigeria” or the “Company”), which expression shall where the context so admits include its legal representatives, assigns or proxies of the one part;
AND
The pharmaceutical firm/company more particularly described and identifiable by its bio-data and certificate(s) (subsequently referred to as the “registration details”), which in furtherance of the terms and conditions herein contained have been uploaded on Finnblue Nigeria’s website (gomed.ng) and an internet-based mobile application known as ‘GoMed’ (both subsequently referred to as GoMed Platforms).
Subsequent reference to the pharmaceutical firm/company in this agreement shall be as the “Vendor”. Finnblue Nigeria and the Vendor are hereinafter individually referred to as “Party” and jointly referred to as “Parties”.
1. WHEREAS
a) Finnblue Nigeria is the intellectual property owner and operator of a website known as ‘GoMed’– an integrated digital market platform, where registered vendors of pharmaceutical and allied products market and sell their products within Nigeria.
b) The Vendor has agreed to market and sell products on GoMed platform and by these present, The Vendor hereby agrees to all the terms and conditions of use stipulated on the website and the internet-based mobile application; and the said terms and conditions are deemed to have been adopted and incorporated into the additional terms herein contained.
2. NOW THEREFORE THIS AGREEMENT WITNESSES AS FOLLOWS
a) That upon execution of this Agreement, Finnblue Nigeria shall approve the registration of the Vendor on GoMed platform and provide vendor with a Vendor’s User Guide.
b) That the algorithm on the platform shall automatically link Vendor to potential purchasers based on predetermined indices which have been built into the GoMed software infrastructure.
c) That Finnblue Nigeria is not privy to the transaction between Vendor and patients or end-users placing orders on GoMed, and Vendor hereby indemnifies Finnblue Nigeria of all products, producers or marketer’s liability towards all patients or end-users that place orders for Vendor’s products on GoMed.
d) Finnblue Nigeria shall be entitled to an agreed Commission, deductible from the source, on all orders placed by patients or end-users for Vendor’s products. The Commission shall be disclosed separately to the Vendor after due diligence has been completed by Finnblue Nigeria.
e) That all sales consummated on the platform shall be subject to the Terms and Conditions stipulated on GoMed’s Website and the mobile Application.
3. DURATION
This agreement shall commence on the date of submission of registration details by the Vendor, and shall be valid for an initial period of 90 days and subject to express review thereafter, provided that in the absence of an express termination after 90 days, Parties shall be deemed to have renewed their intention to continue to be bound by the terms and conditions as contained herein.
4. FINANCIAL TERMS
a) All payments by patients or end-users on GoMed platforms shall be consummated using the payment gateways provided on the platforms, and GoMed shall be liable to pay the Pharmacy within 5 working days of receipt of payments, and after deduction of the percentage commission applicable in favour of Finnblue Nigeria. Provided that Finnblue Nigeria excludes itself of any claims for damages or any form of liability for delay of remittances due to technical challenges with the payments gateways.
b) The Pharmacy is expected to perform periodic reconciliation and notify the Service Provider of any complaints relating to remittances within 14 days from the date of remittance, as the Vendor shall be deemed to have no complaints whatsoever after the expiration of 14 days.
c) All complaints relating to payments shall be attended to within 7 days.
5. COVENANTS OF THE VENDOR
The Vendor hereby covenants as follows:
a) That it is a registered pharmacy with valid and subsisting license to sell pharmaceutical products and medications in Nigeria, more particularly for all products marketed by Vendor on GoMed.
b) That it shall take such necessary steps to ensure that its license as envisaged above remains valid at all times that Vendor’s product are marketed on GoMed.
c) That its employees, particularly those who process orders from patients and end-users of GoMed, are persons qualified under law to discharge their assigned functions.
d) That it warrants that all products offered for sale on GoMed are of merchantable quality and have been duly certified by relevant regulatory/supervisory agencies in Nigeria and countries of production.
e) That it shall abide by all laws and regulatory requirements for sale of products in Nigeria; and additional care shall be taken in dispensing controlled products such as those classified as ‘prescription only’ medication or ‘poisons’.
f) That it shall take necessary steps to satisfy itself that prospective buyers are adults and have the capacity to enter into binding relationships; and that any person purporting to act on behalf of a third-party has the proper authority of such person(s).
g) That it shall indemnify Finnblue Nigeria against all third-party claims on all products, producers or marketer’s liability or prescription error or negligence that may arise between Vendor and any patient or end-user.
h) That it shall not issue any advertisements, statements, product descriptions or other information on the platform which is false, misleading or prohibited by any legislation or regulation.
i) That it shall take necessary care to ensure that product prices are regularly updated to reflect the correct prices; and that products which are out of stock are deleted or clearly indicated on the online catalog immediately after confirmation of an order for the last available supply.
j) That upon completion of order by patients or end-users, Vendor shall ensure prompt processing and delivery of the products through the designated Delivery Agent.
k) That it shall abide by all express and implied terms and conditions contained on GoMed’s platforms.
l) That all requests by patients or end-users for returns, refunds or replacements shall be treated forthwith, and in accordance with the return, refund or replacement policies of Finnblue Nigeria as contained on GoMed platforms.
m) That it shall take reasonable care to ensure that pirated or expired products are not shipped to patients or end-users, and that all products delivered to clients have at least 5 days shell live taking into account expected date of delivery and the date at which last dosage of the product is to ingested by, administered on or utilized by the patients or end-users.
n) That should Vendor for any reason lose its general pharmaceutical license, or license in relation to specified products being marketed on GoMed, all affected products shall forthwith be removed from GoMed platforms; and Service Provider reserves the right to terminate this agreement where license is not regained within 6 months.
6. COVENANTS OF FINNBLUE NIGERIA
Finnblue Nigeria hereby covenants as follows:
a) That it shall maintain and constantly upgrade GoMed’s website and mobile applications and use all reasonable endeavours to eliminate or minimize downtime.
b) That it shall ensure prompt resolution of any complaints arising from the use or operation of GoMed platform.
c) That it shall ensure financial remittances within the terms agreed herein by the Parties.
d) That it shall provide Users Guide and other useful information to facilitate access, smooth management and maintenance of Vendor’s backend by the Vendor.
7. CONFIDENTIALITY
a) Each party undertakes that it shall not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted under this clause.
b) Each party may disclose the other party's confidential information:
i) To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
c) No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
d) All documents and other records (in whatever form) containing Confidential Information exchanged by the Parties shall be returned on termination of this agreement, and no copies shall be kept.
8. ENFORCEABILITY
The parties to this Agreement intend for all intents and purpose to be bound by the terms of the agreement, and also with the terms and conditions contained in the GoMed platform. The rights duties and obligations set out in both documents shall for all intents and purposes throughout the duration of this Agreement be binding and the terms fully enforceable on the parties herein.
9. LIMITATION OF LIABILITY OR WARRANTY
The Parties agree that Finnblue Nigeria shall not be held liable to anythird party, directly or indirectly, as a result of any defect in the product(s)sold and/or distributed by Vendor or for any prescription error or negligence on the Vendor’s part.
10. TERMINATION
a) Either party may terminate this agreement by serving on the otherparty one month written notice.
b) Either party shall reserve the right to terminate the agreement forthwith upon the commission of a material breach, by the other party which material breach remains unattended after due notification by the terminating party.
c) Any termination of this agreement shall be without prejudice to any outstanding obligation of parties to each other, or of Vendor towards patients or end-users, which obligation accrued prior to the termination of the agreement.
11. NO PARTNERSHIP
Nothing in this Agreement is intended to create a partnership or agency relationship between the Parties. Neither party shall have the authority to bind the other without the prior written consent of the other Party.
12. FORCE MAJEURE
a) Delay in or failure to carry out any obligation under this agreement shall not be deemed a breach if such delay or failure results from fire, labour dispute or any act of God beyond the control of the party involved.
b) If either party is prevented from carrying out all or any of its obligations under this agreement for reasons beyond the control of the party, including but not limited to Acts of God, civil commotion, riots, insurrection, acts of government, fire or like causes, the party so affected shall be relieved of its obligations during the period of such events and its consequences and shall not be liable to the other party for any loss or damages resulting from the delay or failure in the performance of any obligations, provided always that written notice shall be given within 24 (twenty-four) hours of the occurrence constituting such force majeure.
13. NOTICES
a) Notices may be served to the Parties by sending it through registered post, email, or by hand to the office stated below.
i. Finnblue Nigeria
Finnblue Nigeria, No10 Hughes Avenue, Alagomeji, Yaba Lagos State
Email: [email protected]
ii. Vendor
As contained in the registration details.
Provided that notices sent by email shall require a phone call communication between the sender and the receiver, whereby both parties confirm the email; and provided also that notices and services of documents relating to legal proceedings shall be made in line with the modes as provided by law.
14. ANTI-BRIBERY AND CORRUPTION
a) The Parties shall observe the highest standards of legal and ethical behaviour in the conduct of their relationship under this Agreement.
b) The Vendor hereby undertake to comply with the applicable provisions of the anticorruption laws, and not indulge money laundering, drug trafficking and terrorism financing and all other civil, supervisory, regulatory or penal laws of Nigeria or countries from where the products of the Vendor are manufactured, produced or imported.
c) The Parties undertake that they will not; and shall ensure that their personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc, do not make, promise, or offer (or accept, request, receive or agree to receive) any gift, payment, reward, rebate, contribution, commission, or any improper influence, incentive, inducement, or advantage of any kind (financial or otherwise) (a “Bribe”), directly or indirectly, to or from:
i. any public official, administrative officer or political party; or
ii.any private entity, party or individual; or
iii. any political or charitable organizations which would contravene any applicable provisions of the law.
15. DIGITAL/ELECTRONIC SIGNING
a) Documents executed, scanned and transmitted electronically or digitally and digital signatures shall be deemed original and valid signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic or digital signatures having the same legal effect as traditional signatures.
b) The Parties agree that this Agreement, any Addendum thereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic or digital signature in accordance with the applicable laws and will be binding on the Parties the same way as if it were physically or manually signed.
16. ENTIRE AGREEMENT/AMENDMENTS
a) This Agreement shall be read and interpreted along with all Terms and Conditions contained on the GoMed platforms. The said Terms and Conditions are hereby incorporated by reference to this Agreement and shall constitute the entire agreement between the Parties. In the event of any conflict between this Agreement and any other policy, terms and Conditions on GoMed platforms, the provisions of such policies, terms and conditions shall supersede this Agreement.
b) Except as herein provided, any modification or amendment to this Agreement must be in writing and signed by both parties. Any amendment any policy, terms and conditions on GoMed platforms shall be deemed ratified by the Parties and duly incorporated by this agreement, insofar as same shall not apply retrospectively.
17. SEVERANCE
a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
a) If one party gives notice to the other of the possibility that any provision or part provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. DISPUTES RESOLUTION AND GOVERNING LAW
a) This Agreement shall be governed by and construed in accordance with the laws of Nigeria, including private international laws enforceable by virtue of this Agreement, or by virtue of ratified treaties applicable in Nigeria.
b) The Parties shall use their best efforts to settle amicably any dispute, controversy or claims, breach, termination or invalidity thereof arising out of, or relating to this Agreement, failing, parties may resort to arbitration within 14 days of failure to settle amicably.
c) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, LFN 2004.
d) The arbitration shall be conducted by a single Arbitrator appointed by, and sitting at the Abuja Multi-Door Courthouse or Lagos Multi-Door Courthouse for exploration of amicable settlement within a month after exchange of Statement of Facts by the Parties, failing which either Party may resort to litigation.
e) Nothing in this clause prevents either Party from applying to the courts in Abuja or Lagos for interim or interlocutory preservative orders, without prejudice to seeking such reliefs from the Arbitration Court itself.
f) Arbitration under this agreement shall be held virtually, and the outcome of arbitration shall be enforceable under Nigerian Federal or State laws.
g) The costs of the Arbitration shall be borne mutually by both Parties, without prejudice to awards relating to cost, as may be made by the Arbitrator.
h) The decision of the arbitration shall be final and binding on the parties, and may only be set aside within the limits permitted by Nigerian laws.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first above written.
SIGNED by ANTHONY EDEKI, Director, Finnblue Nigeria Limited.
SIGNED by the within named Vendor.