It was previously explained as follows:

SUITCH, a public limited company with a share capital of 100 000 000 F CFA, whose registered office is at Douala Makepe B.P 24209, Rue 5.090, registered in the Trade and Personal Property Credit Register under number RC/DLN/2020/M/691 of the Registry of the Court of First Instance of Douala, (the “Supplier“);

And

……………………………………………………………………………….

In the context of its activities, SUITCH has approached …………………………………………………………………. registered under number ……………………………… and managed by Mr /Mrs ………………………………………….(the ‘’Partners’’) to provide for the distribution of the SuiTch Services to the user thereof (the “Client“).

With this in mind, it was agreed as follows:

1. SUBJECT

By these general conditions, the Partner commits to distribute SuiTch Services to the Clients and in accordance with the specifications and various Annexes.

2. COLLECTION FEES

• The Customer

Any Customer with a SuiTch Account can visit a Partner with a Merchant Point to make a purchase against payment via the SuiTch solution.

The partner:

Depending on the transaction volumes of the Partner, the following fees will be charged:

• From 1 to 1 000 000 F CFA collected per month, the Partner will have the possibility to withdraw his money from our network of SuiTch Access Points. Withdrawal fees will be charged in accordance with the SuiTch withdrawal schedule. In case the Partner wishes to withdraw the funds collected by SuiTch by bank transfer, a collection fee of xx% will be charged.
• From 1,000,000 to 10,000,000 CFA francs collected monthly, a collection fee of xx% will be charged on the total amount collected for the period.
• Beyond 10,000,000 CFA francs collected monthly, a collection fee of xx% will be charged on the total amount collected for the period.

The collection fee shall be deducted from the total amount to be credited to the bank account that the Partner shall communicate to the Supplier in advance.

3. OBLIGATIONS OF THE PARTNER

The Partner undertakes throughout the duration of this agreement to:

• to accept from the Client, in settlement of purchases made in its structure, payments through the SuiTch solution;
• agree in advance to appear in any format on any document containing the list of Merchant Points or Partner Points;
• expressly authorize the Supplier to use its logo and or sign for the purposes of the present contract and for its entire duration;
• to expressly authorize the Supplier to collect its commissions directly in the event of withdrawal by bank transfer;
• to affix to its windows, counters and/or any other location visible from the outside, the communication documents that will be supplied to it by the Supplier, in particular the window stickers;
• undertakes to provide all documents required by the Supplier and necessary for its identification and location.

4. OBLIGATIONS OF THE SUPPLIER

The Supplier undertakes for the duration of the present contract to :

• create a SuiTch merchant account for the Partner and to give him access to carry out the transactions as defined herein,
• for any merchant with a monthly transaction volume of more than 1 000 000 F CFA, to credit his bank account:
• whenever its transaction volume is greater than or equal to ………………………….. F CFA,

• Every 72 hours, it being understood that the periodicity for closing the accounts is ………….days,

5. DURATION

This contract is concluded for a period running from the date of acceptance of this contract for one (01) year from that date. It shall be renewed by tacit agreement.

6. ASSIGNMENT OR MODIFICATION

These terms and conditions may not be assigned or transferred in any way, for any purpose or to any person without the prior written consent of the Supplier.

The Supplier reserves the right to amend these terms and conditions at any time.

7. INTELLECTUAL PROPERTY

 The Supplier authorizes the Partner, in strict compliance with the present terms and conditions and the attached specifications, to use its brand, sign and logos in a peaceful manner.

The Provider retains exclusive ownership of the rights attached to the SuiTch mobile applications, software and websites, as well as to the respective names, trademarks, domain names, logos or other distinctive signs that it holds.

The Partner acknowledges that the provision of the Services hereunder does not entitle him/her to claim any intellectual property rights of any kind on the same, which remain the full property of the Provider. The present general conditions do not therefore confer any assignment or licence of intellectual property rights.

8. PERSONAL DATA

All data concerning Customers and Customer transactions obtained by the Partner hereunder are the exclusive property of the Supplier and shall be protected and kept confidential by the Partner. The Partner shall not disclose, use or exploit them in any form whatsoever without the express consent of the Supplier.

9. CONFIDENTIALITY

 The Partner undertakes for the duration of this agreement and for five (5) years after its expiry, to keep confidential all information to which it may have had access in the context of this agreement.

10. TERMINATION OF THE CONTRACT

The contract may be terminated 60 (sixty) days after receipt of a written notice by the parties in case of:

• end of business;
• opening of any collective proceedings against one of the parties;
• non-performance by either party of its obligations, and after formal notice has remained without effect for a period of fifteen (15) days;
• criminal conviction of the Authorized Partner;
• non-compliance with the compliance mechanism by the Partner.

In case of non-renewal or end of this agreement, for whatever reason, the Partner agrees, as of the date of expiration of the agreement, to no longer accept payments for purchases through the SuiTch solution and to return all materials and documents provided. The Partner also agrees to remove from its point of sale all documents, advertisements, posters indicating that it provides services related to SuiTch.

11. PLACE OF PERFORMANCE

 The services relating to this contract shall be carried out on Cameroonian territory and abroad according to the needs of the Supplier.

12. APPLICABLE LAW AND JURISDICTION

 The relationship between the Supplier and the Partner shall be governed by the laws of the Republic of Cameroon.In case of a dispute, the parties agree to resort to an amicable settlement. In case of failure to reach an amicable agreement within thirty (30) days of the dispute arising, the more diligent party may refer the matter to the competent courts at the location of the Partner.

13. ELECTION OF DOMICILE

For the purposes of this agreement, the parties elect domicile at the addresses mentioned herein. Any modification must be notified to the other party by registered letter with acknowledgement of receipt in order to be enforceable. 

 Douala, on [∙]