Introduction

These terms and conditions will serve as a basis of your banking relationship with OneWallet Microfinance Bank Limited (“OneWallet” or the “Bank” ). By choosing to open an account with us, you agree to the terms and conditions contained herein You also agree to comply with the following policies which also apply to your use of our services and incorporated by reference into these terms and conditions:

(a) Privacy Policy;
(b) Cookies Policy.

If you do not agree to these terms and conditions, please do not proceed and exit the mobile application or the OneWallet website immediately and do not proceed with the account opening steps. Also, please be informed that we reserve the right to terminate your relationship with us if we believe that you have violated any of these terms.

Interpretation

For ease of understanding, “You”, “your”, “Customer” means the person who seeks to enter into a banking relationship with OneWallet and agrees to these terms and conditions, while “We”, “us”, “our”,  shall mean OneWallet, and following an assignment, any person or company to whom our rights herein are assigned to.

About Us

OneWallet Microfinance Bank Limited is a full service microfinance bank that is duly licensed by the Central Bank of Nigeria (“CBN”) and operating digitally. Our deposits are also insured by the Nigeria Deposit Insurance Corporation (”NDIC”)

The Objective Of Our Relationship With You

The objective of establishing a relationship with OneWallet is to receive special services on offer by OneWallet for its customers. OneWallet will create and manage a bank account for the customer, as well as provide certain financial services including but not limited to savings, the granting of credit facilities, bill payments and any other service we are permitted by law to provide.

You can operate and manage your account via the OneWallet App and the prerequisite for opening an account is a smartphone, with an active phone number, that meets our minimum technology requirements for operating system (iOS/Android) and supports the latest version of our OneWallet app.

When are these terms applicable?

These terms are applicable when you choose to open an account with OneWallet and OneWallet generates an account number for you.

We may, at any time, modify the terms and conditions of our relationship but we inform you of any modifications to these terms and conditions. These modifications may be as a result of changes in our business practices or service offerings or may be in response to changes in the applicable laws that we are regulated by, or for any other lawful reason.

After we notify you of such updates or modifications to these terms and conditions, your continued use of our services will constitute an acceptance of the modified terms. All updates will be detailed on our website and in the OneWallet App. You will be able to access the latest version of our terms at any given time. If at any time the terms and conditions of these terms and conditions are no longer acceptable to you, you should immediately cease all use of the services provided by OneWallet.

What is the scope of the relationship between OneWallet &the customer?

Opening an Account

You can access the financial services we provide, subject to your fulfillment of our on-boarding and Know-Your-Customer (KYC) checks in line with applicable laws. For a start, you must be at least 18 years old, a Nigerian citizen, meet our technology requirements defined above and have not yet opened an account with us.

We do not knowingly engage with people who don’t meet these conditions. Please note that these requirements may be updated or reviewed from time to time in line with applicable laws and our internal processes.

When you choose to open an account with us you agree to us using your information to make and receive payments on your behalf through your OneWallet account. If you would like us to stop doing this, we would have to close your account.

Verifying your identity

We are required to apply due diligence measures aimed at the prevention of fraud, money laundering and terrorist financing before you can open an account with us. Among other measures, we are required to identify and verify your identity and collect information about you, your proposed use of the services provided to you and related matters.

At the minimum, you need to have an active phone number, your profile picture and a Bank Verification Number (BVN) supplied. Our accounts are tiered as follows:

Personal Information

In line with regulations, we perform due diligence on all accounts so it is your responsibility to ensure that all information and documents you provide to us are up-to-date on your profile at all times.

To enable us to comply with our Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) obligations, we may require you to provide any or all the following:

(a) your full name;

(b) your phone number,

(c) a valid email address;

(d) your date of birth;

(e) your Bank Verification Number (“BVN”);

(f) your National Identification Number (”NIN”)

(g) your current residential address;

(h) your picture;

(i) copy of a valid Government issued ID (national ID, international passport, permanent voter’s card or driver’s license);

(j) a copy of a recent utility bill or such other bills not older than three months of our request, which carries your name and the residential address you have provided; and

(k) any other information or document as we may require for our internal risk assessment.

You may also be required to provide us with one or more answers to security questions that will be used as part of this process.

You undertake that all information and documents which you present to us are true, accurate and up to date. If, at any point during the term of the Agreement, any of the information and documents presented to us should change or

To verify the accuracy and authenticity of the information and documents you provide to us, we will need to share them them with third parties (including government agencies). You hereby agree and authorise OneWallet to verify information provided by you against the information held by any third party (including official databases).

You also agree and authorise OneWallet to obtain and procure your personal information and documents from relevant sources (private and official databases) and you further agree and consent to the disclosure and provision of such personal information by us or our third party partners.

You agree to indemnify and hold OneWallet harmless with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such personal information provided by you.

We also may contact you to update your identification documents or information at any time and you are bound by these terms to continue to provide us with correct and up-to-date information to ensure the continuous usage of your OneWallet account. We may also contact third parties to collect and / or verify the information and documents presented by you. We may limit / restrict your usage of your OneWallet Account and your access to funds held therein until such collection of information and / or verification is completed.

You undertake that all information and documents which you present to us are true, accurate and up to date. If, at any point during the term of the Agreement, any of the information and documents presented to us should change or you identify that they were false, inaccurate and / or incorrect in any form, then you shall promptly present us with the respective updated information and documents.

If your application to open an account is successful, we will open an account in your name and send you a confirmation through the App and or via email. Once we have activated the full functionality of your account you may login to access your account via the App or through our website.

Services:

Spending Account

Upon completing our KYC and AML checks, we will open an account for you and issue you with a dedicated bank account number. Subject to the limits applicable to your OneWallet Spending Account, you can receive funds from third parties through bank transfers or fund the account yourself through various available means on the OneWallet App.

You can also carry out several financial transactions from this account such as: instant outward bank transfers, bill (airtime, electricity etc.) payments, apply for and manage your OneWallet Card, using this account, all subject to these terms and conditions. Please note that this account is not an interest-yielding account.

Account Limits

Transactions on your OneWallet Spending Account are subject to the following limits (which may be revised in line with applicable laws, regulatory directives and our internal processes):

Transactions in excess of or in contravention of your account limits may be rejected or withheld in line with these terms and conditions. In such a case, you will be required to upgrade your account to accommodate the transaction(s), as applicable.

OneWallet Save - Savings Product

OneWallet Save helps you save money with minimal effort. To do this and depending on the option you select,we can either debit your OneWallet Spending Account at user-determined frequencies or you can make a one-time lump sum savings. Upon expiration of the tenor (that is, the entire period you choose to save the specific sum(s) for), the accumulated funds (that is, the amount you have saved plus accrued interest, where applicable) will be transferred to your OneWallet Spending Account.

Available Options:

(a) As You Want - save whenever you want and withdraw whenever you want (without any charge). This is not interest-yielding.

(b) Spend & Save - save a percentage of what you spend. This is debited from your Spending Account automatically once you apply the relevant settings. This is not interest-yielding and you can withdraw these funds at anytime (without any charge).

(c) Flexible Save - save daily, weekly or monthly toward a target amount for a set duration and earn interest at applicable rates displayed on the OneWallet App in line with applicable market rates. If you withdraw more than 20% of your saved sum at any time before the tenor, you will forfeit your total interest earned.

(d) Fixed Save - save a specific sum for a fixed duration and earn interest at applicable rates displayed on the OneWallet App in line with applicable market rates. If you make any withdrawals at any time before the expiration of the tenor, you will forfeit your total interest earned.

OneWallet Card

On the OneWallet App, you can apply for a Card and once you complete the process, we will issue you a Card that can be used at ATMs, POS Terminals, Merchant websites amongst others all based in Nigeria which accept the use of the applicable Card Scheme’s cards, to obtain cash and/or make payments for goods and services, as applicable.  You may also use your OneWallet Card for contactless transactions, subject to the transaction limit set by you on your OneWallet App, which you may change anytime subject to applicable laws.

When we issue you a OneWallet Card, you must use it for only lawful transactions and in accordance with our Card Issuance Terms and Conditions which you will have to accept at the point of applying for the Card. When you use your OneWallet Card for transactions on other payment channels which are not owned or controlled by the Bank, the rules of use of that channel apply in addition to our Card terms and conditions.

Transactions on your OneWallet Account

You can conclude financial transactions (bank transfers, bill payments etc.) on the OneWallet App by logging onto the OneWallet App and following the on-screen instructions. You will need to enter the correct information with respect to every transaction you wish to undertake (counterparty bank account details, receiving payee for a bill information etc.).

It is your responsibility to make sure that the details you input are accurate and entered correctly. You will be liable for any error in information that may result in the transaction being unsuccessful or paid to the wrong beneficiary. We shall not be liable for any losses you incur from entering incorrect information with regard to any transaction you undertake.

Fees

We charge fees for certain services and these fees vary based on the services. Our fees are charged in line with applicable laws and in line with our company ethos, we try to keep fees to a minimum. We are committed to being transparent and will disclose all applicable fees before you finalise a transaction.

Prohibited Transactions

In addition to all transactions that are ordinarily prohibited by Nigerian law and activities not expressly permitted under these terms and conditions or any other terms we provide to you in connection with any services we provide, you are expressly prohibited from using your account to carry out transactions relating to any of the following:

(a) fraud, money laundering and terrorism financing;

(b) activity related to the making or receiving of payments relating to cryptocurrency and related digital currency transactions;

(c) any goods or services that are dangerous, violent, or present an unreasonable risk to consumer safety (e.g., firearms, weapons, explosives, ammunition, and related accessories.)

(d) activities related to pornography, pornographic subscriptions, prostitution, pay-per view, adult live chat, escort or companionship services, or any other obscene materials (including literature, imagery, and other media); any product or service that promotes underage, non-consensual, or other illegal sexual themes. Activity involving child endangerment, including anything that sexualizes minors or appeals to children but contains adult themes;

(e) activities with elevated financial risk, legal liability, or violates card network rules or bank policies. Activity involving unlawful or illegal goods or services, including any federal or state law, statute, regulation, or ordinance. Activity related to bribes and corruption Activity that may be in violation of applicable laws. Activity relating to unlicensed and illegal sports betting, casino games and poker games;

(f) pyramid selling or Ponzi schemes, or other “get rich quick” schemes; and

(g) any activities we notify you are prohibited.

If you use or attempt to use your account for any Prohibited Transactions or such other unlawful purposes, we reserve the right, without liability to:

(i) - restrict your account;

(ii)- refuse to process the transaction;

(iii)- report the transaction to the relevant regulator or law enforcement agency; and

(iv)- take any other lawful step in accordance with our regulatory obligations.

Keeping Your Account Safe

You must take all reasonable precautions to keep any security information relevant to your OneWallet Account safe and to prevent the fraudulent use of them. You must use reasonable endeavors to prevent any unauthorised access to, or use of, your OneWallet Account and should notify us immediately by email at help@OneWallet.com of any such unauthorised access or use, or any suspicion of access or use.

Your login details for your OneWallet Account should not be disclosed to anybody or kept in written form to prevent fraud and misuse of it. We also recommend that obvious passwords, such as your name or the phase “password”, should not be used.

Additionally, You should also:

(a) take care to ensure that no one hears or sees your login details when you use it;

(b) not disclose your full login details or password to anyone, including the police and us;

(c) never write your password down, nor keep a record of it;

(d) comply with all reasonable instructions we issue regarding keeping your login details and password;

(e) change your login details and / or password immediately and telling us as soon as possible if you know, or even suspect, that someone else knows any of those details, or if we ask you to;

(f) keep any computer / device you use to access the OneWallet App secure and use up to date virus checking software and personal firewall software;

(g) never access the OneWallet App from any shared device (or any public internet access device or access point) or any device connected to a local area network;

(h) make sure you always log out of the OneWallet App, and never leaving your device unattended when you are logged in; and

(i) never share your OneWallet Account details or payment details on social media or any website.

If your Account login details are lost or stolen, or if you suspect that someone else knows your login details or your verified mobile phone and / or e-mail are compromised, you must contact us by email at help@OneWallet.com without undue delay. OneWallet shall not be liable for any loss you suffer as a result of any unauthorised transactions carried out in respect of your OneWallet Account by a third party that obtains your log-in or other personal details, as a result of your negligence.

Restrictions on the use of OneWallet’s Services

We may withhold, delay, freeze or place such restrictions as we consider appropriate on any or all funds representing proceeds of payments relating to your account and/or withhold any payments due to you under this Agreement, if, in our judgment you are, or may be engaged in fraudulent or suspicious activity, and/or there is a risk that you will unwilling or unable to meet your contractual obligations under this Agreement.

In addition, we shall be entitled to take any further action we reasonably consider necessary for security reasons in order to combat the risk of fraudulent or suspicious activity, including but not limited to:

(a) suspending or terminating the provision of Services to you;

(b) refusing or rejecting instructions you provide in relation to the Services;

(c) suspending or stopping payments to you; and

(d) introducing additional authorisation procedures.

Provided we are permitted to do so under applicable law, we will give you notice of any suspension or restriction and the reasons for taking such action. If not permitted, we may notify you in writing of any action taken as soon as practicable after it has been taken, subject to applicable aw. Any suspension or restriction will be lifted as soon as reasonably practicable after the reasons for the action have ceased to exist.

Customer Warranties:

You hereby represent and warrant that:

(a) you are using the Services for your personal benefit and are not accessing them for or on behalf of another person;

(b) you have, and shall continue to have, the full right, power and authority to enter into and carry out your obligations under this agreement, and the provision of the Services will not result in a breach of any agreement to which you are bound; and

(c) you shall keep the details of your OneWallet Account safe and secure at all times from unlawful third party access and shall not compromise their security by sharing it over public channels, clicking of phishing or suspicious links or disclosing it to third parties.

(d) introducing additional authorisation procedures.

Provided we are permitted to do so under applicable law, we will give you notice of any suspension or restriction and the reasons for taking such action. If not permitted, we may notify you in writing of any action taken as soon as practicable after it has been taken, subject to applicable aw. Any suspension or restriction will be lifted as soon as reasonably practicable after the reasons for the action have ceased to exist.

Monitoring Fraud, Anti Money Laundering and Countering Financing of Terrorism

To comply with relevant AML obligations, we may request information on the transactions carried out on your Account such as

(a) details of the recipient

(b) source of funds being transferred

(c) purpose of the transfer or payment being made. You confirm that you will provide all requested information required in respect of the transaction in this regard.

You also agree that we may cancel any transaction, suspend your Account or refuse to open an Account in your name if you refuse to provide the requested information or if any information provided is untrue or inaccurate.

Please note that for certain transactions, we or our Third-Party Partners may be required to file AML or related reports (without notice to you) with the relevant regulators. These reports may include details of your personal information, transactions or other activities relating to your Account.

Liability

Except where you have acted fraudulently, or negligently or contrary to these terms and conditions you will not be liable for any losses incurred in respect of a transaction on your Account which was not authorised by you which occurs after you have notified us, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of the OneWallet App.

You agree that we shall not be liable for the acts or omissions of any third party partner, nor its officers, employees or agents, in relation to their performance of any services under any third party terms. We shall not be liable for non-execution or defective execution in relation to a transaction we have made in accordance with a unique identifier given to us by you which proves to be incorrect.

We are not liable to you for the correct execution of an instruction, if we can prove to you (and where relevant, to any payee’s payment services provider) that the payee’s payment services provider received the payment within the appropriate time period. We will however, upon your request, make efforts to trace any non-executed or defectively executed payment transactions which were correctly executed to an account which is deemed fraudulent and notify you of any outcome involving our search.

We shall not be liable to you for any –

(i) delay or failure to perform our obligations under this Agreement (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or

(ii) losses as a result of a requirement imposed on us by applicable law or

(iii) any unauthorised transactions carried out on your Account as a result of the compromise of your Account details and related security information unless it is proven that such compromise is as a result of our direct actions or omissions.

You are responsible for all liabilities, financial or otherwise, incurred by OneWallet, a OneWallet customer, or a third party caused by or arising out of your breach of these terms and conditions, your use of OneWallet services, and any use of your OneWallet Account. You agree to reimburse OneWallet, a OneWallet customer, or a third party for any and all such liability, to the extent not prohibited by applicable law.

You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your OneWallet Account at any time, irrespective of termination, suspension or closure.

When things go wrong

To protect your money, we need you to keep your Card, phone and PIN safe at all times. If you lose your Card or spot any suspicious transactions on your account, please block your Card from the OneWallet App and inform us as soon as possible. You are responsible for maintaining the security and confidentiality of your passwords, PINs (including one-time-passwords - OTPs) or any other identifier that you use to access your bank account and our services. Use a strong password and a unique code as your transaction PIN and limit its use to your OneWallet account. Do not allow anyone to have or use your password or transaction PIN details. If you share these details, we cannot and will not be liable for any loss or damage arising from your failure to comply.

Closing Your Account

You can close your OneWallet Account at any time and at no cost. If you’d like to do this, please get in touch with us. You will, however, remain liable for any obligations that are outstanding related to your OneWallet Account. These may include, any fees or charges that are due or if you have accessed any loans or an overdraft, the balance relating to the relevant credit facility. Once the account is closed, you will not be able to access any OneWallet services.

We reserve the right to close, suspend, freeze or limit access to your account or institute an action against you, if:

(a) - the information we obtain from you does not comply with regulatory requirements;

(b) - you do not comply with, or are in breach of, the terms and conditions contained herein;

(c) - you pose or create risk or possible legal exposure to us;

(d) - we are required to do so by law;

(e) - we suspect that your account is being used for illegal or criminal activities and it is suspected, further to a money trail, that your account has received or harbors any proceeds of crime; or

(f) - there is a report of, or our investigations reveal that you have engaged in, fraudulent or suspicious activity with your OneWallet account.

Please note that the list above is not exhaustive. If a fraudulent activity is associated with the operation of your account, you agree that we have the right to apply restrictions to your account and report to appropriate law enforcement agencies. Where possible, OneWallet will provide you with the relevant information regarding the actions imposed on or taken in relation to your account, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

As a bank, we are required to comply with the international sanction laws and regulations issued by the relevant regulatory bodies as well as local laws and regulations applicable to banks, including those issued by the Central Bank of Nigeria. Therefore, we reserve the right to terminate your relationship with us by closing your OneWallet Account without incurring any liability. We are also under no obligation to make any payment under, or otherwise to open this account if you violate any sanctions or there is involvement by any person (natural, corporate or governmental) listed in any international or local sanctions lists, or any involvement by or nexus with any sanctioned countries, or any of their governmental agencies.

Data Protection

Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy and protecting your data, as well as our use and disclosure of your information.

By opening this account, you consent to us processing your personal information

• to provide products and services to you in terms of this agreement and any other products and services for which you may apply;

• to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);

• in countries outside Nigeria where the products or services are being used and where such countries do not have the same data protection laws as applicable in Nigeria, we will, where possible, ask the receiving party to agree to our privacy policies.

By opening this account, you also consent to us sharing your personal information with entities within the OneWallet Group all in connection with the provision of financial services to you and related lawful purposes, as the need arises.

Marketing and Promotion

We may also use your personal or other information to share information with you on new products and services that may be of interest to you. By opening an account with us, you consent to us sending you updates about OneWallet products. You can unsubscribe from our newsletters at any time using the opt-out link provided for this purpose in each newsletter we send

Bank Verification Number (BVN) Operations and Watch-List for the Nigerian Banking Industry

By opening an account with us:

(a) You consent to us applying restrictions on your account and reporting to law enforcement agencies, including the Economic and Financial Crimes Commission, the Nigerian Financial Intelligence Unit, the Nigerian Police Force, etc.., if a fraudulent activity is associated with the operation of your account; and

(b) You consent to us reporting to Nigeria Inter-Bank Settlement Systems Plc (NIBBS) for update on the Watchlist Database of the Nigerian Banking Industry and the CBN if a fraudulent activity is associated with the operation of your account.

Notifications

By opening an account with us, you consent to receiving text (SMS), emails and push notifications from us. These notifications are meant for your consumption only and we will not be held liable if you suffer any loss, or damage as a result of unauthorised access to the information sent.

In addition, by opening this account, you agree to opt out of mandatory SMS alerts directed by the CBN in favor of push notifications. You agree to indemnify OneWallet against all losses, damages, claims, demands and expenses whatsoever which may be incurred, imposed or suffered by the Bank as well as against all actions, proceedings or claims (including attorney's fees) whether civil or criminal, which may be brought against OneWallet by reason of such notifications.

All notices / communications made in respect of these terms and conditions, and any provided under it by us, will be in English.

We may provide you with notices/communications in connection with the services provided to you via:

(a) the OneWallet App – when you login to the OneWallet App;

(b) e-mail – to the most recent e-mail address you provided to us.

(a) sent by e-mail – on the Business Day it is sent;

(b) the OneWallet App - on the business day it is viewed (and where necessary accepted) through the OneWallet App.

Intellectual Property

The Bank’s Website (and any other website operated by us) may feature third party offers and enable product searches. We do not warrant that product descriptions, pricing, search results, user ratings and reviews or any other content on any such website is accurate, complete, reliable, or current. This information is provided for informational purposes only and does not constitute an endorsement by us of any product, service, or vendor.

OneWallet.com,OneWalletmfb.com , OneWallet, OneWallet Bank and all related logos, products, and services described on any other operated by OneWallet (including the Website) and any mobile application operated by OneWallet (including the App) are either trademarks or registered trademarks of OneWallet Technologies Limited or OneWallet Microfinance Bank Limited or its affiliates or licensors. You may not copy, imitate, or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and / or trade dress of OneWallet UK. You may not copy, imitate, or use them without our prior written consent. All right, title, and interest in and to any website operated by OneWallet and any content thereon is the exclusive property of OneWallet and its licensors. Certain other product or service names, brand names and company names may be trademarks of their respective owners.

General

Additional Services: From time to time, we may offer additional services through the OneWallet App / Website with a view to improving the quality and type of Services we are currently able to provide you with. These additional services may be subject to separate terms and conditions which will be provided to you before you opt-in or a revision of these terms and conditions with notice to you. Where additional services include new fees, we will specify this to you and ensure that you first opt into any such additional fees.  If you choose to subscribe to an additional service, you agree to pay the relevant fees.

Severability- If any provision or part of a provision of these terms and conditions are found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

Taxes- Where applicable, certain payments made or received by you in connection with your OneWallet Account or any Services provided to you by OneWallet may be subject to taxes. If any taxes (whether in force now or introduced in the future) are payable in connection with these payments, you understand that you are liable for these taxes.

You hereby consent and agree that OneWallet may withhold amounts in your Account if we are required to do so in accordance with the directives of any tax authority, regulator or by law or regulation. You will, however, be notified if such deductions are made or you will be able to see details of such deductions on your bank statements.

Entire Agreement- These terms and conditions constitute the entire agreement between You and OneWallet and supersedes all previous agreements, representations and understandings between us, whether written or oral, relating to the provision of our services to you. You acknowledge that in entering into this agreement you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out herein.Funds in your OneWallet Account are covered under the Nigeria Deposit Insurance Scheme subject to the prevailing limits imposed by the Nigeria Insurance Deposit Corporation.

Language and communication

English will be the primary language of our communication to you. We may use emojis or colloquialisms, but we will always communicate in English.

If you have any questions about your relationship with OneWallet, you can contact us via email using the details below or at any of our other channels (in app messages or our verified social media handles):

Email: help@onewalletweb.com

Applicable Law and Dispute Resolution

These terms and conditions will be governed by the laws of the Federal Republic of Nigeria and the courts of Nigeria will have exclusive jurisdiction over any claim, dispute or matter related thereto. Notwithstanding the above, the Parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this agreement.