TERMS AND CONDITIONS FOR AGENTS
Agent: an individual or entity registered and approved by SPENN to perform financial services on behalf of SPENN, to SPENN customers and carry out duties as assigned by SPENN.
Agent App: is a dedicated mobile app that provides a fast and secure platform for registered SPENN Agents to process and provide financial and non-financial services offered by SPENN to its customers. Services include deposit money, withdraw money, send money, buy airtime, pay utility bills and more.
Agent Balance: the total amount of e-money that an Agent has in his/her Agent account on the SPENN Agent APP.
Agent Stores: the kiosk, booths, stands, shop, store, an outlet, premise(s), location(s) (where applicable) of the Agent which could be situated at any place throughout the country from which the Agent provides financial services on behalf of SPENN to its customers.
Agency Agreement: means these terms and conditions, all agreements, notices, and/or letters in relation to the Agency services which forms a legally binding agreement between the Agent and SPENN.
Application form: the application form to be filled online by the Agents.
Cash In: cash payment done by a customer to an Agent for the purchase of an e-value payment from the Agent which is to be credited in the customer’s account.
Cash Out: cash withdrawal received by a customer and used in redeeming the e-value of money deducted from the customer’s account.
Contract period: The duration in which the Agent shall be recognized as a SPENN Agent.
Customers: fully validated SPENN customers with a registered SPENN account.
Effective date: the date on which these “Terms and Conditions” are signed by the Agent.
E-value or E-money: electronic money in the SPENN system which equates to the deposits in one or more separate bank accounts that is maintained at a third-party financial institution.
Initial Deposit: the first cash payment that the Agent deposits at an accredited SPENN Cashier Partner in exchange for e-money.
Liquidity: Agent´s ability to offer services which is determined by how much the Agent has deposited into the SPENN account.
Party: SPENN or the Agent
PIN: Personal Identification Number chosen by the Agent.
SPENN Consumer App: a mobile banking application where the Customer holds an account; owned by Blockbonds A.S., and introduced to the Rwanda market in partnership with I & M Bank Ltd., Rwanda
SPENN Rwanda (also referred to as SPENN): a company incorporated in Rwanda, with its head office at M. Peace Plaza, KN 4 Avenue, Kigali, Rwanda.
SPENN Cashier Partner: The Partner Bank that receives cash payment deposit from SPENN Agents
SPENN Services: all financial and non-financial services provided by SPENN including but not limited to cash in, cash out, airtime top up, bill payment, KYC onboarding of customers etc.
The Parties: SPENN and the Agent.
NOW THEREFORE IN CONSIDERATION OF THE AFORE SAID, THE PARTIES HAVE AGREED AS FOLLOWS:
The Agent´s access to and use of the Agent App including the services available is conditioned on the Agent´s acceptance of and compliance with these Terms and Conditions.
These Terms and Conditions shall take effect when the Agent click “I accept”. This shall indicate the Agent´s acceptance of these terms and conditions.
By accessing the Agent App and providing Agent financial and non-financial services, the Agent agrees to be bound by these Terms and Conditions.
2. SCOPE OF AGENCY
The Agent shall be appointed and retained by a third party on behalf of SPENN on a non-exclusive, non-transferable basis to use the Agent App and perform functions, services and such other acts as the Agent is specifically authorized to do pursuant to the terms of this Agreement.
3. AGENT´S ACTIVITIES ON THE AGENT APP
The following activities shall be performed by the Agent on the Agent App.
- Cash-In – the Agent shall deposit funds in the Customer’s SPENN Account.
- Cash-Out – the Agent shall enable Customers to withdraw funds from their SPENN account.
- Airtime top up – the Agent shall perform airtime top up/buying activities on behalf of the Customers.
- Bill Payment – pay bills (e.g., electricity, water, DSTV, insurance etc.,) on behalf of Customers through the Agent App.
- Customer Onboarding – Agent shall perform KYC onboarding for Customers with feature phones and smartphones, should the Customers not be able to perform the KYC onboarding themselves due to circumstances listed below.
The following are the justifications for Agents onboarding Customers with smartphone:
- Customer’s camera is malfunctioning or of low quality too low in order to successfully carry out the sign-up process.
- Customer has a smartphone but has no knowledge of how to operate it.
- Customers may not have data to do self-onboarding.
4. AGENT´S RIGHTS AND RESPONSIBILITIES
- The Agent shall provide and/or distribute SPENN Services in accordance with the training received and the requirements set out by SPENN from time to time.
- The Agent undertakes to perform KYC onboarding for Customers onto the SPENN App in accordance with the requirements set out by SPENN which shall include but not be limited to informing prospective Customers about the SPENN Services, providing registration platforms, checking the Customer’s identity document, collecting and collating Customer’s name, national identity number, mobile number, address and any other information so required for registration on the SPENN App. SPENN reserves the right to perform random control of the compliance of Agent activities with this obligation and to withdraw payment of the proportion of the commission earned by the activities non compliant with this Clause 5.
- An agent who owns an Agent Store shall ensure that the Store is manned by appropriately qualified and trained staff members (where applicable).
- The Agent shall ensure its staff is suitable and properly trained for the purpose of carrying out services ancillary to the Agent´s Services under this Agreement
- To ensure undisturbed performance of Cash-in and Cash-out transactions for Customers, the Agent shall maintain the appropriate levels of cash and E-money Liquidity in order to meet market demand for these transactions.
- A minimum of 10,000 RWF (ten thousand Rwanda Franc) (Initial Deposit) shall be deposited at an accredited SPENN Cashier Partner by the Agent. An E-money value of the Initial Deposit shall be transferred into the Agent´s account which shall be used by the Agent to provide/distribute SPENN Services to the Customers.
- The Agent shall not effect any transactions that are over and above the E-value of the amount deposited at the accredited SPENN Cashier Partner or where the Agent has insufficient funds to meet the value of transactions and charges applicable.
- The Agent shall not effect any transaction without checking and verifying the Customer’s identity details. This shall be done by checking the identity document submitted by the Customer against the information of the transaction appearing on the Agent App on the Agent’s phone. The Agent shall be liable for any losses suffered by the Customer as a result of the Agent’s negligence and SPENN reserves the right to recover any money lost by the Customer as a result of the Agent´s negligence to restitute the Customer.
- The Agent shall not display or procure the display of any advertising or promotional material pertaining to the subject matter of this Agreement, without obtaining the prior written consent of SPENN.
- The Agent shall actively participate in and promote all special offers and packages offered by SPENN from time to time.
- The Agent shall comply with SPENN internal manuals, procedures and policies regarding SPENN Services and Agent activities as may be provided from time to time.
- The Agent shall comply with all laws, licence conditions and the requirements of any legislative body or government, provincial, regional or local authority relating to any of the matters contemplated in this Agreement.
- The Agent shall exercise full control over and be fully responsible for his/her/its acts and omissions, any acts relating to theft or fraud, misuse of systems, negligence or any other act or omission conducted by the Agent or the Agent´s employee (where applicable) that causes or may cause risk, loss of reputation or loss of business to SPENN. SPENN may from time to time issue processes concerning SPENN Agent irregularities and corresponding penalties, which will form an integral part of this Agreement. SPENN will provide training concerning these matters. However, it is Agent’s responsibility to seek guidance from SPENN with regards to irregularities and corresponding penalties should there be any doubt on Agent’s part.
- The Agent acknowledges that all information or data that the Agent collects in relation to SPENN Services and transactions whether from the Customer, SPENN or other third parties is the property of SPENN.
- The Agent shall not negotiate or grant or offer any discount or rebate, leniency, extensions of time or conclude agreements between Customers and SPENN or on any SPENN services without obtaining a prior written consent of SPENN.
- The Agent shall notify every Customer and potential Customer of any terms, conditions, provisions and any other additional information which SPENN may require the Agent to pass on to such Customer and/or potential Customer from time to time.
- The Agent shall not engage in any activities on behalf of SPENN and concerning the subject matter of this Agreement if such activities are deemed outside the scope of SPENN´s business or this Agreement.
- The Agent and anyone working on behalf of the Agent (where applicable) acknowledges and agrees they shall not be considered as employee/staff of SPENN. Therefore, such Agent shall not misrepresent to SPENN Customers to be an employee of SPENN, and neither shall the Agent perform functions, make decisions, act or appear to act in a capacity that is equivalent to an employee or member of management of SPENN.
- The Agent shall ensure at all times during the Contract Period, that the balance on the SPENN Agent account does not fall below the minimum balance required and in the event that the balance does fall below the minimum balance, the Agent shall immediately effect a payment of a sufficient amount of money into the SPENN Agent account to raise its balance to at least the minimum balance required.
- The Agent shall be prohibited from directly or indirectly levying Customers any fees outside the charges set in the Tariff Sheet.
- The agent acknowledges, agrees and undertakes to comply with all Anti-Money Laundering and Counter Terrorism Financing (AML/CTF) requirements set out by SPENN and in accordance with the local laws and regulations.
- The Agent acknowledges that SPENN may, at its discretion, take necessary actions against an Agent for non-compliance with any of the terms, conditions and obligations set out in this Agreement, up to and including withdrawal of the payment of the commission in proportion equal to amount of the commission earned by performing fraudulent and/or non-compliant activities of any kind and immediate termination of this agreement
5. AGENT WORKING HOURS
The official hours when the Agent services should be available to Customers shall be between 8 a.m. to 6 p.m. from Mondays to Sundays. However, the above set time shall not restrain or prevent an agent from working outside the above-mentioned official working hours where necessary.
6. SPENN OBLIGATIONS
SPENN shall ensure that
- Adequate advertising and marketing campaign material is made available to the Agents.
- It has an operational Call Centre manned by qualified employees and/or automated systems to assist in the resolution of problems related to the SPENN Services.
- It provides product and technical training and support to Agents at the time and place as deemed necessary and reasonable by SPENN.
- It renders such assistance that may be reasonably required in the use of Agent App or in carrying out his/her Agent business activities.
- SPENN may inspect the Agent´s kiosk, shops, outlets, premises, and business operations to ensure compliance with the terms of this Agreement.
- SPENN shall provide for the Agents and their staff (where applicable) training on matters relating to AML/CTF before they start offering SPENN Services to the market and refresher training when necessary.
7. RECORDING AND REPORTING
The Agent shall ensure safe keeping of all relevant record, data, information or any other relevant documents.
The Central Bank and I & M Bank shall have free, full unfettered and timely access to the internal systems, documents, reports, records, staff, premises of the Agent in so far as the SPENN Services and businesses are concerned and shall exercise such powers as it may deem necessary.
Any reports, documentation or information provided by the Agent to SPENN in a written form shall be verified and signed by the individual Agent, proprietor, partners, or the directors of the Agent as the accurate and correct copy (where applicable).
8. PAYMENT OF COMMISSIONS
The Agent shall be advised of the applicable commission rates before signing this Agreement. The commission rates may be reviewed by SPENN from time to time at its discretion.
The Agent shall be able to view their accumulated commission to date and last transaction commission on the Agent App.
An agreed commission shall be paid each month to the Agent. Withholding tax at the percentage rate as at the time of payment of the commission shall be deducted from the agreed commission. The rest of the commission, after withholding tax is deducted shall be paid to the Agent, save for the proportion of the commission earned by the Agent in performance of activities that are fraudulent or non-compliant with the obligations listed in Clause 5 of this agreement.
Aside from withholding tax deductible by SPENN from the commission before being paid to the Agent, any other rates, duty or taxes levied upon or in respect of the commission and/or performance of SPENN Services by the Agent by any competent authority shall be paid by the Agent.
The Agent shall defend, indemnify, and hold SPENN harmless from liability to any competent authority resulting from Agent’s failure to (i) make timely payment of or pay any of the above, including interest, penalties and any other liability arising from such failure, or (ii) comply with the reporting, filing or other procedural requirements with respect to their payment.
9. INDEPENDENT CONTRACTOR
The Parties acknowledge that the Agent is an independent contractor. Nothing in this Agreement shall be construed to create a relationship of employment or partnership whatsoever between the Parties, whether for tax or any other purpose.
The Agent shall not bind SPENN, or any of its affiliates or partners to any Agreement or incur any obligation or liability on behalf of SPENN, its affiliates or any of its partners with a third party other than SPENN Customers.
10. SECURITY MANAGEMENT
In the event of loss or theft of the Agent’s SIM card and/or mobile phone, the Agent is required to inform SPENN immediately so that the Agents´ account access can be blocked on the Agent App pending the Agent resolves the matter with the mobile operator or replaces the SIM card/phone. The Agent can contact the SPENN call centre or send an email to email@example.com. Reporting immediately will prevent unauthorised use.
SPENN is at no point responsible for the losses that the Agent may incur in the event of the loss or theft of the SIM card and/or mobile phone of the Agent, unless SPENN fails to promptly respond to the Agent’s notification of the loss or theft.
The Agent is responsible for securing their cash, E-money and the mobile phone used by the Agent in providing SPENN services. SPENN will not be liable for any loss of cash or other valuables from the Agent’s premises.
11. INSPECTION OF PREMISES
SPENN reserves the right to inspect, without prior notice, the Agent’s premises during its normal operation hours. Such inspection shall be carried out by SPENN with the minimum of interference to the normal business activities of the Agent. If as a result of such inspection the Agent is found, in SPENN’s opinion, to be conducting its business in any way that falls below the standard required in terms of this Agreement, or the standards reasonably required of an Agent and/or that any equipment, fixtures, fittings and advertising materials are not in good order and condition, the Agent shall be in breach of this Agreement and in addition to SPENN’s other rights under this Agreement and in law. SPENN shall be entitled to terminate this Agreement immediately and without notice and immediately remove any equipment, fixtures, fittings and advertising materials belonging to SPENN from the Agent´s store.
12. CUSTOMER COMPLAINTS
Agents shall endeavour to resolve all complaints emanating from their transactions between them and their clients. However, further clarification may be forwarded to SPENN Customer Service.
Where a SPENN Customer is dissatisfied, the Customer may lodge a complaint by contacting SPENN Customer Service through “Contact Us” Section on the SPENN Consumer App or through our website on http://spenn.akeodev.com/help/.
The Agent must hold in confidence and not disclose Customer´s Confidential Information to third parties except as permitted by this Agreement. The Agent shall use Confidential Information to fulfil its obligations and exercise its rights under this Agreement and shall not use Confidential Information for any purpose other than as set forth in this Agreement without prior express written consent of SPENN.
The Agent agrees that except as provided by the provisions of any law, or regulation which is binding on the Agent, or unless otherwise agreed in writing with SPENN, the Agent shall not disclose publicly or otherwise or describe any transactional, legal, marketing, commercial, sales, scientific, information technology, technical and all other Confidential Information received from SPENN or made available to the Agent pursuant to the performance of agency activities and the fulfilment by the Agent of its obligation under these terms and condition.
The Agent shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, report, transfer, or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care.
Where applicable, the Agent shall restrict disclosure to those of its employees, consultants, officers, directors, contractors and subcontractors who clearly have a need to know such information, and then only to the extent of such need-to-know, and only in furtherance of the specific purpose of this Agreement.
If it is discovered that the Agent has under any circumstances disclosed or otherwise made accessible or known to any third parties including competing entity, any information, documentation, strategies, statistics, commercial, business, price list, Customer information or transaction or so otherwise which it receives from SPENN, its Customers, any of its consultants or other Agents, in relation to the SPENN services, SPENN shall be entitled to terminate the Agreement and claim any damages it may have suffered due to the disclosure by the Agent.
This clause shall survive any termination of this Agreement for any reason.
Either Party may terminate this Agreement at any time by giving the other Party at least 15 days prior written notice of its intention to terminate the Agreement.
Both Parties shall have the right to terminate this agreement if
- The other Party fails to perform any of its obligations or commits a material breach of any provisions of these Terms and Conditions which cannot be remedied, or which is capable of being remedied, but the other Party has failed to remedy the breach within seven (7) days of receipt of notification of breach from the other Party.
- Either Party may terminate this entire agreement as to all or to the extent of the non-performance and breach of the provisions of this Agreement.
SPENN may terminate this Agreement with immediate effect, ending the agency relationship and blocking the Agent’s account and his/her rights thereof if the Agent:
- Where applicable, carries on agency business for SPENN when the Agent´s principal business or commercial activity has ceased.
- Practices unethical conduct or fraudulent activities in the performance of his activities on behalf of SPENN to the Customers.
- Is guilty of a criminal offence involving fraud, dishonesty or other financial impropriety.
- Sustains financial or non-financial loss or damage to such a degree which in the opinion of SPENN makes it impossible for the Agent to gain its financial soundness within three (3) months from the date of the loss or damage.
- Is being declared bankrupt or insolvent.
- Is being dissolved, wound up or liquidated voluntarily or involuntarily or otherwise through court or any other such proceedings.
- In case of individuals, sole proprietors or partners, dies or becomes mentally incapacitated.
- Transfers, relocates or closes its place of Agent financial business without 7 days prior written notice to SPENN.
- Violates any provisions of the laws and regulations guiding Agents and such violation warrants termination of agency relationship between SPENN and the Agent in SPENN´s opinion.
Upon termination, the right granted to the Agent shall cease and revert to SPENN. The Agent shall return all tangible portions of its proprietary materials, and data or, upon request by SPENN, destroy all proprietary materials, data and Confidential Information and all copies thereof, and certify in writing that they have been destroyed. The Agent shall immediately discontinue providing SPENN services to SPENN Customers.
The Agent shall immediately cease to use or display any marketing or advertising materials which are proprietary to SPENN and shall make or cause to be made such changes to its marketing and advertising (where applicable), the interior of its premises, stationery and the like to distinguish its business, to the satisfaction of SPENN from one that is being carried on in association with SPENN.
Upon termination, the Agent’s rights shall terminate, and the Agent´s account shall be blocked and become inaccessible on the SPENN´s Agent´s App.
The provisions of this clause shall survive any termination of these Terms and Conditions. Termination or expiration of this Agreement shall not relieve the Agent of its obligations regarding confidentiality and nondisclosure.
15. SUSPENSION AND BLOCKING OF AGENT´S ACCOUNT
SPENN shall be entitled to suspend, restrict or block the Agent’s (in whole or in part) Account and with no liability whatsoever under the suspicion of the following circumstances:
- Where the Agent fails to comply with these Terms and Conditions or any other instructions that shall be given by SPENN from time to time.
- Where the Agent undertakes activities other than the ones contemplated under these Terms and Conditions in relation to SPENN.
- If SPENN has reason to believe that the Agent’s account was or is being used in an unauthorized, unlawful, improper or fraudulent manner in connection with money laundering and terrorism financing, criminal activities or otherwise.
- Where the Agent notifies SPENN that the details to the Agent´s login credentials are forgotten, the sim card is lost, or phone stolen, or the login credentials have been disclosed to any other party. For purposes of preventing fraudulent use of the services, the Agent is obliged to inform SPENN immediately of any account access details known or thought to be known by unauthorized persons.
- Where the Agent requests for his/her/its Account to be suspended, closed or blocked.
- For any other reason which is in accordance with the applicable law and regulations.
SPENN will not be responsible for any direct, indirect, consequential, or special damages arising from suspending, restricting or blocking the Agent’s Account, whether the suspected behaviour being the underlying reason for the Agent´s Account to be suspended, restricted or blocked is proven to have occurred or not.
SPENN shall not be liable for any loss including financial loss, loss of business, profit, savings, revenue or goodwill; claim, action, expense, damage or injury suffered or sustained by the Agent whatsoever pursuant to accepting these Terms and Conditions or as a result of its use of the SPENN Agent App, provision of SPENN Services to any SPENN Customer or third parties, or suspension and termination of this Agreement whether direct or indirect, consequential or inconsequential and whether foreseeable or not.
17. GOVERNING LAWS AND DISPUTES
These terms and conditions shall be governed by and construed in accordance with the laws of Rwanda.
Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or invalidity thereof, between the Agent and SPENN shall be adjudicated in a competent court in Rwanda.
To the extent not contrary to the applicable law, SPENN may at any time at its discretion change and/or amend these Terms and Conditions and the rates at which commission is payable without prior consent or approval from the Agent. Notification of amendment to the Terms and Conditions shall be given to the Agent in writing and without undue delay, either by direct email, SMS text or other agreed digital communication method.
Amended Terms and Conditions will, then, apply to agreements which are already executed and in force at the time when the amended Terms and Conditions enter into force.
If the Agent does not agree to such amendments, the Agent must terminate the agency agreement by a written notice to SPENN before the amendment to the Terms & Conditions become effective. Such written notice shall be given within 30 days after the receipt of the notification of amendment from SPENN. Where the Agent fails to submit a written notice to SPENN and continues under the Agency Agreement, it shall be deemed that the Agent has agreed with and accepted such amendments.
19. FORCE MAJEURE
In the event of Force Majeure, the obligations of the Parties shall be suspended during the period and to the extent the party is prevented or hindered from complying with them.
The Party unable to perform its obligations shall notify the other Party as soon as reasonably practicable (and in any event no later than 7 days) the extent to which the notifying party is unable to perform its obligation.
The notifying party´s obligation shall be suspended for the duration of the delay arising directly out of the Force Majeure Event; and in all cases, the parties must use their best endeavours to minimise the impact of any Force Majeure Event.
If a delay by either party arising directly out of a Force Majeure Event continues for more than 20 business days, either Party may choose to terminate the agency agreement.
20. ANTI-BRIBERY AND CORRUPTION & AML
SPENN Anti-Corruption and Bribery Policy:
The Agent shall at all times be knowledgeable and updated on the Anti-Bribery and Corruption Laws; the Agent shall take appropriate measures to ensure compliance and shall not cause or request any actions which would cause himself, SPENN or any third party to be in violation.
SPENN expressly prohibits the payment of bribes and the payment of any facilitation fees in connection with its business operations. SPENN may terminate this Agreement if the Agent breaches this clause, or any applicable anti-bribery legislation while performing its obligations under this Agreement. The Agent undertakes that in the execution and performance of this Agreement neither the Agent, nor anyone acting on the Agent´s behalf (where applicable), has paid or will pay any bribe or facilitation payment or commit any conduct that constitutes an offence under relevant anti-bribery legislation.
The Agent shall comply with SPENN´s internal Anti-Money Laundering and Counter Terrorism Financing procedures and policies. In addition, the Agent shall also comply with other applicable laws on Anti-Money Laundering and Counter Terrorism Financing.
The Agent or anyone acting on behalf of the Agent (where applicable), shall comply with all applicable Anti- Money Laundering (AML) and Counter Terrorist Financing (CTF) Laws, designed to prevent money laundering and terrorist financing. The Agent and the Agent´s personnel, employees, subcontractors (where applicable) shall conduct the requisite due diligence as part of the Agent´s business dealings with Customers and other counterparties.
The Agent further represents and warrants that he/she/it shall not permit nor attempt to initiate any Customer transaction which may contravene any AML/CTF Laws. The Agent shall provide information relating to suspicion of money laundering and terrorist financing immediately to SPENN compliance team and follow the procedures described in the SPENN AML/CTF policies and procedures at all times regarding such suspicious transactions.
The Parties hereby acknowledge that any communications under this Agreement shall be in writing. Thus, notice may be delivered to the other Party by email or by post. All notices shall be deemed effective when delivered personally, through email, mailed through a registered post or courier service.
All written notices shall be deemed received by the other Party if
a. Personally delivered on the date of delivery
b. Sent by post within seven (7) days from the date of posting.
Notices sent by email shall be deemed to have been received by the other Party on the next business day following the date of the email being sent.
21. THIRD PARTY RIGHTS
Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Agent acknowledges that the Agent App only permits use by and for the individual or legal entity or entities identified by SPENN, and not any third party or Agent´s Affiliates.
An Agent shall not assign, transfer, delegate or pledge either directly or indirectly its Agency rights or obligations under these Terms and Conditions without SPENN´s prior written consent.
The Agent agrees that SPENN may assign or transfer subject to fulfilment of any applicable legal and regulatory requirements, any or all its rights and obligations under these Terms and Conditions and any other agreements to a third party without the Agent’s consent.
The Agent confirms that, upon any such assignment or transfer taking effect, all rights and obligations of SPENN so assigned or transferred shall become rights or obligations of the transferee, and that any rights of SPENN so assigned may be enforced by the transferee against the Agent as if the transferee had been a party to, or a beneficiary of the Agreements between SPENN and the Agent.
24. NO WAIVER
No failure, omission or delay by either Party in exercising or enforcing any rights under these terms and conditions shall prejudice, affect or restrict the other Party´s rights under these Terms and Conditions at law or in equity, nor shall any waiver operate as a waiver of any other rights.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.