THIS ESCROW AGREEMENT (the “Agreement”)
BETWEEN
ETITI WORLDWIDE INNOVATIONS, a company registered and existing under the laws of the Federal Republic of Nigeria and having its principal place of business situate at No. 1 Sefadu Close, Wuse 2, Abuja, Nigeria, (hereinafter referred to as the “Company” which expression shall where the context so admits include its agents, representatives, receivers, successors-in-title and assigns) of the one part;
AND
______________________________, of _______________________________(hereinafter referred to as “Transferor” which expression shall where the context so admits include its agents, representatives, receivers, successors-in-title and assigns) of the second part;
AND
______________________________, of _______________________________(hereinafter referred to as “Transferee” which expression shall where the context so admits include its agents, representatives, receivers, successors-in-title and assigns) of the third and final part;
Each party may hereinafter be individually referred to as a “Party” and collectively as the “Parties”
WHEREAS:
A. Transferor is XXX
B. Transferee is XXX
C. Transferor wishes to deposit funds (Deposit) with Company for subsequent transfer to Transferee in accordance with the terms of this Agreement.
D. Transferor agrees that upon the fulfillment of Transferee’s obligations by Transferee, that Company shall transfer Deposit to Transferee in accordance with the terms of this Agreement.
E. This Agreement is hereby entered into in order to record the understanding of the Parties in relation to the foregoing matters, and to establish their mutual rights and obligations in respect of those matters.
NOW THEREFORE THIS AGREEMENT WITHNESSES AS FOLLOWS:
1. RECITAL
The recitals form an integral part of this Agreement.
2. COMMENCEMENT AND DURATION
This Agreement shall commence on the effective date hereof and shall remain in full force and effect till the fulfillment of the intent of this Agreement unless earlier terminated in writing by mutual agreement of the Parties.
Notwithstanding the provision of this section 4, termination of this Agreement shall not affect or prejudice the rights, interests, liabilities and/or obligations of the Parties that might have arisen or accrued prior to the termination.
3. TRANSFEROR’S OBLIGATIONS
Transferor shall
a. description of payment specifics to be made by Transferor into account to be provided by Company, such specifics to include;
i. amount to be paid
ii. date of payment (where payment is to be made once)
iii. date of first payment and schedule of subsequent payments (where payments are to be made in tranches)
iv. currency of payment
v. means of payment
4. TRANSFEREE’S OBLIGATIONS
Transferee shall
a. description of service or goods to be provided by Transferee, such description to include;
i. particulars of service or goods
ii. particulars of delivery (timelines, benchmarks, etc)
5. COMPANY’S OBLIGATIONS
Company shall:
a. description of specifics involved in receipt of Deposit from Transferor and subsequent transfer of Deposit to Transferee, such specifics to include;
i. Schedule and/or conditions to be met before transfer of Deposit to Transferee.
ii. means of transferring Deposit to Transferee
iii. currency of transfer
iv. duties of transparency and record-keeping
v. duty in events of breach by the Parties
6. JOINT OBLIGATIONS OF THE PARTIES
a. Parties shall use best endeavors to ensure an efficient operation and execution of this Agreement.
c. Parties hereby agree to act with utmost good faith and in the overall interest for the success of this Agreement.
d. Each party shall be responsible for its respective tax implications that may arise as a result of this Agreement.
7. INDEPENDENT STATUS
a. This Agreement shall not in any way imply or infer a partnership amongst any of the Parties.
8. COMPANY FEES
Parties shall select between options 8a and 8b below (other shall be deleted from this Agreement);
a. Company shall in consideration of its services provided, be paid the non-refundable sum of 6% of the total Deposit, such payment to be made as follows:
i. 3% of the Deposit to be paid in by Transferor upon payment of the Deposit or the first tranche of Deposit to the Company.
ii. 3% of the Deposit to be deducted from Transferee by Company upon pay-out to Transferee as scheduled in invoice to be provided.
b. Company shall in consideration of its services provided, be paid the non-refundable sum of 6% of the total Deposit, such payment to be made by Transferor upon payment of the Deposit or the first tranche of Deposit to the Company.
9. REPRESENTATIONS AND WARRANTIES
Transferor and Transferee both hereby represent and warrant that:
a. The Transaction necessitating this transfer of funds is legal and does not in any way contravene any law or statutory regulation in force in Nigeria at the time of this Agreement.
b. They shall jointly hold the Company harmless in the event of any third party claims or breaches that may arise as a result of the Transaction.
Each Party hereby represents and warrants that:
a. it is a legal entity, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation (in the case of a company) and has the corporate, company, statutory, power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby.
b. It has the individual, corporate, company, statutory, power and authority to execute and deliver this Agreement and to perform its obligations hereunder
c. This Agreement constitutes the legal, valid, and binding obligation of such Party, and is enforceable in accordance with its terms and does not violate the terms and conditions of any law or regulation or conflict with the terms of any other Agreement in force.
10 CONFIDENTIAL INFORMATION
a. Each party hereto, for itself and on behalf of its representatives including their employees, agents, representatives and affiliates hereby undertake that they shall not, whether during the subsistence of this Agreement or at any time thereafter, disclose or communicate to any person any information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs that form subject matter of this Agreement which may come to their knowledge (“Confidential Information”). The parties further undertake to use their best endeavors to prevent the publication or disclosure of the Confidential Information.
Confidential Information does not include any information that:
b. is already in the possession of the public or becomes available to the public other than through the wrongful act or omission of any other person subject to the duty of confidentiality imposed by this Agreement;
c. is required for the purpose of advancing the business or operation which form the subject matter of this Agreement.
d. is required to be disclosed to a government official or any regulatory authority or agency under any applicable law, or by a governmental order, court order, decree, regulation, or rule;
e. has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any Federal or State Law
f. is acquired independently from a third party that represents that it has the right to disseminate such information.
11 GOOD FAITH UNDERTAKING
The Parties agree to actively cooperate in good faith towards ensuring the successful implementation of this Agreement. To this end, the Parties shall use all reasonable endeavours to ensure that they observe and make sure that her officers, employees and agents observe the legal and or commercial intent of the Parties as set out in this Agreement.
Each of the Parties undertake at all times to do all such things, perform all such actions and take all such steps as may be required and necessary for or incidental to the implementation of the terms, conditions and stipulations of this Agreement.
12 BINDING EFFECT
Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and assigns.
13 HEADINGS
Sections and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
14 NOTICES
Except as otherwise expressly provided in this Agreement, all notices or other communications to be given or made hereunder shall be in writing, and sent by hand delivery, electronic mail, courier services, prepaid first class or registered post to the relevant party at the address below or to such other addresses as may be notified in writing from time to time by such party to the other
If to Etiti Worldwide Innovations Limited (Company)
Address: No. 1, Sefadu Close, Wuse 2, Abuja, Nigeria.
Attention: Mr. Uche Ekeledo
Tel: 0806 163 8607
Email:
If to ______________________ (Transferor)
Address:
Attention:
Tel:
Email:
If to ______________________ (Transferee)
Address:
Attention:
Tel:
Email:
Any notice will be deemed to be received:
• on the day of receipt where any hand-delivered letter is delivered before or during normal working hours;
• on the following day, where any hand-delivered letter is delivered after normal working hours;
• on the day of transmission where any electronic mail is transmitted before or during normal working hours in the place where the Transferee is situated;
• on the following day where any electronic mail is transmitted after normal working hours in the place where the Transferee is situated; or
• Upon delivery when sent by courier.
Notice of change of address may be sent by giving notice thereof in conformity with the provisions of this section
15 GOVERNING LAW AND DISPUTE RESOLUTION
a. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted and, construed in accordance with the laws of the Federal Republic of Nigeria.
b. If any dispute arises as to the validity, interpretation, effect or rights and obligations of the Parties under this Agreement, the Parties shall use their best endeavours to reach an amicable settlement of the dispute, failing which they shall resort to mediation by their legal consultants and failing mediation, the dispute shall be finally resolved by arbitration by a single arbitrator appointed by the Arbitrators Council of Nigeria, or, failing agreement by the Parties on the choice of an arbitrator within fourteen (14) days of the failure of amicable settlement of the dispute, such an arbitrator shall be appointed by the Chief Judge of the High Court of Lagos State.
c. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria, 2004. The place of arbitration shall be Lagos, Nigeria and the proceedings shall be conducted in English Language.
d The decision of the arbitrator shall be final and binding upon the Parties and shall include an order as to costs of such arbitration and who shall pay them.
16. AMENDMENT
This Agreement may only be amended by the consent and approval of all Parties. Any such amendment shall be in writing and executed by both Parties.
17. SEVERABILITY
If any clause or provision of this Agreement is held to be invalid or unlawful in any jurisdiction, such clause or provision shall only be ineffective to the extent of such invalidity or unenforceability. The remainder of this Agreement shall otherwise remain in full force and effect and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
18. WAIVER
Unless otherwise stipulated, failure of or deferred exercise by either party of any rights, power or privilege under this Agreement shall not be deemed as waiver of such rights, power or privilege. Neither single nor partial exercise of any rights, power or privilege shall hinder the exercise of other rights, power or privilege.
19. ENTIRE AGREEMENT
This Agreement contains the understanding and whole agreement between the parties in respect of the subject matter of agreement and supersedes and replaces any prior written or oral agreements, representations or understanding between them relating to such subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
20. COUNTERPARTS
This Agreement may be executed by the parties in any number of counterparts. Each of which shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same instrument
We claim all authority to dismiss, end, or handicap any help with or without cause per administrator discretion. This is a Complete independent facilitating, on the off chance that you misuse our ticket or Livechat or emotionally supportive network by submitting solicitations or protests we will impair your record. The solitary time you should reach us about the seaward facilitating is if there is an issue with the worker. We have not many substance limitations and everything is as per laws and guidelines. Try not to join on the off chance that you intend to do anything contrary to the guidelines, we do check these things and we will know, don't burn through our own and your time by joining on the off chance that you figure you will have the option to sneak by us and break the terms.
- Configuration requests - If you have a fully managed dedicated server with us then we offer custom PHP/MySQL configurations, firewalls for dedicated IPs, DNS, and httpd configurations.
- Software requests - Cpanel Extension Installation will be granted as long as it does not interfere with the security, stability, and performance of other users on the server.
- Emergency Support - We do not provide emergency support / Phone Support / LiveChat Support. Support may take some hours sometimes.
- Webmaster help - We do not offer any support for webmaster related issues and difficulty including coding, & installs, Error solving. if there is an issue where a library or configuration of the server then we can help you if it's possible from our end.
- Backups - We keep backups but we are not responsible for data loss, you are fully responsible for all backups.
- We Don't support any child porn or such material.
- No spam-related sites or material, such as email lists, mass mail programs, and scripts, etc.
- No harassing material that may cause people to retaliate against you.
- No phishing pages.
- You may not run any exploitation script from the server. reason can be terminated immediately.
- If Anyone attempting to hack or exploit the server by using your script or hosting, we will terminate your account to keep safe other users.
- Malicious Botnets are strictly forbidden.
- Spam, mass mailing, or email marketing in any way are strictly forbidden here.
- Malicious hacking materials, trojans, viruses, & malicious bots running or for download are forbidden.
- Resource and cronjob abuse is forbidden and will result in suspension or termination.
- Php/CGI proxies are strictly forbidden.
- CGI-IRC is strictly forbidden.
- No fake or disposal mailers, mass mailing, mail bombers, SMS bombers, etc.
- NO CREDIT OR REFUND will be granted for interruptions of service, due to User Agreement violations.
Terms & Conditions for Users
Before getting to this site, you are consenting to be limited by these site Terms and Conditions of Use, every single appropriate law, and guidelines, and concur that you are answerable for consistency with any material neighborhood laws. If you disagree with any of these terms, you are restricted from utilizing or getting to this site.
Support
Whenever you have downloaded our item, you may get in touch with us for help through email and we will give a valiant effort to determine your issue. We will attempt to answer using the Email for more modest bug fixes, after which we will refresh the center bundle. Content help is offered to confirmed clients by Tickets as it were. Backing demands made by email and Livechat.
On the off chance that your help requires extra adjustment of the System, at that point, you have two alternatives:
- Hang tight for additional update discharge.
- Or on the other hand, enlist a specialist (We offer customization for extra charges).
Ownership
You may not guarantee scholarly or selective possession of any of our items, altered or unmodified. All items are property, we created them. Our items are given "with no guarantees" without guarantee of any sort, either communicated or suggested. On no occasion will our juridical individual be subject to any harms including, however not restricted to, immediate, roundabout, extraordinary, accidental, or significant harms or different misfortunes emerging out of the utilization of or powerlessness to utilize our items.
Warranty
We don't offer any guarantee or assurance of these Services in any way. When our Services have been modified we can't ensure they will work with all outsider plugins, modules, or internet browsers. Program similarity ought to be tried against the show formats on the demo worker. If you don't mind guarantee that the programs you use will work with the component, as we can not ensure that our systems will work with all program mixes.
Unauthorized/Illegal Usage
You may not utilize our things for any illicit or unapproved reason or may you, in the utilization of the stage, disregard any laws in your locale (counting yet not restricted to copyright laws) just as the laws of your nation and International law. Specifically, it is disallowed to utilize the things on our foundation for pages that advance: brutality, illegal intimidation, hard sexual entertainment, bigotry, obscenity content or warez programming joins.
You can't imitate, copy, duplicate, sell, exchange or adventure any of our segment, utilization of the offered on our things, or admittance to the administration without the express composed consent by us or item proprietor.
Our Members are liable for all substance posted on the discussion and demo and movement that happens under your record.
We hold the chance of hindering your participation account quickly if we will think about a particularly not allowed conduct.
If you make a record on our site, you are liable for keeping up the security of your record, and you are completely answerable for all exercises that happen under the record and some other activities taken regarding the record. You should quickly inform us, of any unapproved employments of your record or some other penetrates of security.
Fiverr, Seoclerks Sellers Or Affiliates
We do NOT ensure full SEO campaign conveyance within 24 hours. We make no assurance for conveyance time by any means. We give our best assessment to orders during the putting in of requests, anyway, these are gauges. We won't be considered liable for loss of assets, negative surveys or you being prohibited for late conveyance. If you are selling on a site that requires time touchy outcomes, utilize Our SEO Services at your own risk.
Payment/Refund Policy
No refund or cash back will be made. After a deposit has been finished, it is extremely unlikely to invert it. You should utilize your equilibrium on requests our administrations, Hosting, SEO campaign. You concur that once you complete a deposit, you won't document a debate or a chargeback against us in any way, shape, or form.
If you document a debate or chargeback against us after a deposit, we claim all authority to end every single future request, prohibit you from our site. False action, for example, utilizing unapproved or taken charge cards will prompt the end of your record. There are no special cases.
Free Balance / Coupon Policy
We offer numerous approaches to get FREE Balance, Coupons and Deposit offers yet we generally reserve the privilege to audit it and deduct it from your record offset with any explanation we may it is a sort of misuse. If we choose to deduct a few or all of free Balance from your record balance, and your record balance becomes negative, at that point the record will naturally be suspended. If your record is suspended because of a negative Balance you can request to make a custom payment to settle your equilibrium to actuate your record.