NCF Technologies Limited Terms & Conditions
This AGREEMENT, made on (Date): as described in Recital F of this agreement. By and between:
NCF Technologies Limited, whose office is at No. 27 Rumuevolu Road, off Miniolu Road, off Ada-George Road, Mgbuoba, Port Harcourt Rivers State, Nigeria, (hereinafter called the “Service Provider” which expression shall where the context so admits includes its Personnel/Legal Representatives and Assigns) of the Other Part.
Company’s Name and Address means the customer described in the Purchase Order Form, (hereinafter called the (Client) which expression shall where the context so admits includes its Personnel/Legal Representatives and Assigns) of the Other Part.
WHEREAS, the Service Provider is in the business of GPS tracker manufacturing, tracking solution providing and manage the GPS Tracker(s) and the Tracking Platform for a better vehicle tracking, fleet/assets management and person/pet tracking;
The Client has conceptualize the need for GPS tracker and tracking solution and contracted the Service Provider to supply, install and manage the GPS tracker(s) and tracking platform for the Client;
Service Provider Authorized GPS Tracker Installer means an auto electrician or GPS Tracker installer authorized by the Service Provider to carry out the installation and de-installation of GPS Tracker Unit(s);
Client Data means the Location Data, Asset Data, and any other data provided by the Client to Service Provider for the purposes of the Tracking Services;
Documentation means any instruction manuals, user guides and other information relating to the GPS Tracker Unit(s), Accessories, ELD and or the Tracking Services;
Effective Date means the date as contained in the Purchase Order Form that the Client entered and submited to the Service Provider for the provision of GPS Tracker Unit(s), Accessories, ELD and Tracking Services as set out in the applicable Purchase Order Form;
Hard Wired GPS Tracker Unit(s) means a GPS Tracker Unit(s) that is permanently connected to an Asset by electrical wires;
Head License means the license(s) under which the Service Provider has the right to use, access, promote and sub-license any component of the GPS Tracker Unit(s), ELD and or the Tracking Services;
GPS Tracker Plan Purchase has the meaning given in article 13 and 14 of this Agreement;
GPS Tracker Plan Purchase Fees means the fees payable for the Client choice Plan Purchase Arrangement as set out in the Purchase Order Form;
Insolvency Event means any insolvency-related event suffered by the Client, including without limitation where:
The Client ceases to carry on business or be unable to pay its debts as they become due;
The Client disposes of the whole or any substantial part of its assets, operation or business;
Any step is taken by a mortgagee to take possession or dispose of the whole or a substantial part of the Client’s material assets, operations or business;
Any step is taken to enter into any arrangement between the Client and its creditors (other than in the case of a solvent reconstruction or reorganization);
Any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or part of the Client’s assets, operation or business;
An administrator is appointed under the Corporations Act 1999, a receiver, receiver and manager, voluntary administrator, a manager appointed under the Corporations Act 1999, a trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity.
Installation means the installation and set-up of GPS Tracker Unit(s) in the Client’s Asset and Installs has a corresponding meaning;
Installation Fee means the cost of the Installation and set-up of the GPS Tracker Unit(s) as set out in the Purchase Order Form and charged by the Service Provider to the Client;
Intellectual Property Rights means the rights to patents, licenses, trademarks, trade names, inventions, trade secrets, copyrights, and know-how relating to the origin, manufacture, programming, operating and/or servicing of the GPS Tracker Unit(s) and any enhancements or modifications relating to the same;
Purchase Order Form means the Client purchase order form (POF) which the Service Provider provides to the Client and the Client completes and accepts to purchase Products and Services in accordance with the terms of this Agreement;
Platform means the IT systems that run the Tracking Services;
Prepayment means a non-refundable upfront payment as set out in the Purchase Order Form which is required to be paid by the Client. Payment are in NGN and exclude VAT and any other applicable taxes chargeable at the current rate, unless otherwise stated. Where the Purchase Order Form is silent on the amount of the prepayment, the prepayment shall be 70% of the total price of the Product the subject of the Purchase Order Form;
Products means the products supplied by the Service Provider to the Client from time to time, including but not limited to GPS Tracker Unit(s) and related Accessories;
Purchase Price means the purchase price for the GPS Tracker Unit(s), ELD and Accessories as set out in the price list. Prices are in NGN and exclude VAT and any other applicable taxes chargeable at the current rate, unless otherwise stated;
Subscription means the right to use the GPS Tracking Services with up to the Maximum Units and Services under this Agreement;
Subscription Fee means the fees as set out in the GPS Tracker Plan Purchase Order Form payable by the Client to the Service Provider for the GPS Tracker Unit(s), Tracking Services and Electronic Logbook Device (ELD);
Subscription Period means the subscription period specified in the POF. If no subscription period is specified on the GPS Tracker Plan POF, the Subscription Period will be 12 Months;
Subscription Terms means these terms and conditions for the use of the GPS Tracker Unit(s), Tracking Services and Electronic Logbook Device (ELD);
Website means www.ncftechnologies.com, www.ncftechnologies.net, www.ncftrack.com and www.ncftrack.net;
ELD means NCFTrack Electronic Logbook Device;
Tracking Services means the GPS Tracking App(s), available via the Web, Desktop and Mobile App(s), provided by the Service Provider to enable the Client to monitor the location of, and other data relating to, the Asset, to the extent that such Asset is located in the Territory, including by facilitating the transmission of Location Data and Asset Data between the Platform and the GPS Tracker Unit(s) via a GSM/GPRS Transmission Network.
In consideration of the mutual covenants and conditions herein stated, the parties hereto agree as follows:
GPS Tracker Unit(s) are supplied to the person or entity specified on the GPS Tracker Plan Purchase Order Form (The Client) pursuant to the terms set out in these Subscription Terms, the Website Terms and Conditions (Website Terms) and the GPS Tracker Plan Purchase Order Form (POF). These Subscription Terms, the Website Terms and the Purchase Order Form (and any attachments thereto) together make up the legal agreement between the Client and the Service Provider (Agreement).
By accessing or using the GPS Tracker Unit(s) and the Tracking Services, the Client agrees to be bound by this Agreement and any other relevant policies published on the Service Provider Website.
The supply of the GPS Tracker Unit(s) and Accessories comprises:
The purchase of the GPS Tracker Unit(s) and related Accessories if the GPS Tracker Plan is (One-Off Plan) provided the Client is not in default;
The use of the GPS Tracker Unit(s) for the period of the Quasar Plan if the GPS Tracker Plan is (Quasar Plan) during the Subscription Period provided the Client is not in default;
The license to use the GPS Tracking Services and ELD Services including updates during the Subscription Period provided the Client is not in default;
24/7 Live Chat/Telephone support of the GPS Tracking Service during business hours during the Subscription Period provided the Client is not in default;
The ability to obtain a replacement of GPS Tracker Unit(s) or Accessories if the GPS Tracker Unit(s) or Accessories is faulty subject to the terms of this Agreement. This does not include Installation/de-Installation services which are at the cost of the Client: and
The use of GPS Tracking App(s) (Web, Desktop, Mobile and ELD) during the Subscription Period provided the Client is not in default.
In using our GPS Tracker Unit(s) and Services, the Client warrant that he have had sufficient opportunity to access the Agreement, and that he have read, accepted and will comply with this Agreement. The Client must be 18 years of age or above to use or to purchase any GPS Tracking Unit(s) and Services. If you do not agree to this Agreement, do not use our GPS Tracker Unit(s) and Services.
Each Subscription grants the Client a non-exclusive and non-transferable right to use the documentation and the GPS Tracking Service with up to the maximum units, only for the purpose of collecting Fleet/Asset Data and Location Data and for tracking and tracing the fleet/Assets and for reporting, planning, managing and messaging purposes.
If the Head License is terminated for any reason, this sub-license shall immediately come to an end without any liability to the Service Provider.
The Service Provider reserve the right to change, modify, add or remove portions of this Agreement from time to time. The revised Agreement will apply to the Client use of the GPS Tracker Plan and Services from the date of each renewal of Client Subscription Period, unless otherwise agreed in writing.
If the Service Provider has agreed to a free trial period of a Product or Service (Demo Trial) on the POF, then the following terms will apply to that free trial period:
The demo trial period shall begin on the date the demo items was installed on any of the Client choice asset and shall end on the date that is 30 days thereafter (Demo Trial Period);
If the Demo Trial Items is not returned by the Client and physically received by the Service Provider before the expiration of the Trial Period, then on expiration of the Demo Trial Period, the Client agrees to be invoiced for the cost of the Product(s) (at the then current sale and services price of the Service Provider) for GPS Tracker One-Off Plan sales, Tracking Services and Electronic Logbook Device (ELD) subscription fees and in addition, the Client shall be deemed to have commenced a subscription with the Service Provider and accordingly:
The balance of the terms of this Agreement shall apply,
The Demo Trial Item(s) shall be at the risk of the Client from delivery until the Service Provider has received the Demo Trial Item(s) by return.
Other than as expressly provided in this article 1.8 or would otherwise be inconsistent with the Demo Trial Period, the balance of the terms of this Agreement shall apply during the Demo Trial Period.
The Client must order for GPS Tracker Plan Purchase via a Purchase Order Form. The Purchase Order Form is only binding on written acceptance by Service Provider and must contain:
The quantity of products required by the Client;
The Client choice of GPS Tracker Plan;
The date the Products are required by the Client;
The Client choice of payment method;
The Client choice to use Electronic Logbook Device (ELD);
The purpose for which the Client intends to use the GPS Tracker(s);
The Client choice of GPS Tracker and Accessories;
Any special requests or conditions; etc.
Each GPS Tracker Plan Purchase Order Form completed by the Client is an offer to GPS Tracker Plan GPS Tracker Unit(s), Accessories and ELD Purchase Arrangement and, when accepted by the Service Provider, will be subject to the terms of this Agreement.
An order for GPS Tracker Unit(s) may not be cancelled without prior approval in writing by the Service Provider.
The Service Provider will not be liable for any loss or damage for failure or delay in delivery of GPS Tracker Unit(s) (including consequential loss or liability for any amount payable by the Client to a third party).
Subject to the following, the Client may purchase an unlimited number of GPS Tracker Unit(s):
The Client must not operate the Tracking Services with more than the Maximum GPS Tracker Plan GPS Tracker Unit(s), Accessories and ELD Purchase Arrangement as amended from time to time.
The Client may increase the Maximum GPS Tracker Plan GPS Tracker Unit(s), Accessories and ELD at any time during the applicable Subscription Period subject to the Service Provider’s consent and payment by Client of any applicable Subscription Fee.
Subject to article 2.5.1 and 2.5.2 of this Agreement, any increase to the Maximum GPS Tracker Unit(s), Accessories and ELD will take effect immediately and apply to all future Subscription Periods.
The Client may decrease the Maximum GPS Tracker Plan GPS Tracker Unit(s), Accessories and ELD at any time during the Subscription Period by notice to the Service Provider at least 30 days before the end of the applicable Subscription Period. Any decrease to the Maximum GPS Tracker Unit(s), Accessories and ELD will take effect at the start of the next Subscription Period.
The Client agrees that Products must only be used in conjunction with the Tracking Services, and for no other purpose.
For orders where the Maximum GPS Tracker Plan GPS Tracker Unit(s), Accessories and ELD are less than 10, the Client must complete a credit card direct debit authorization and maintain a sufficient credit card credit limit at all times.
The Service Provider agree to provide training of Client staffs/IT personnel’s and drivers in regard to the usages of the Tracking Platform, Electronic Logbook Device and the GPS Tracker from time to time and fees are payable by the Client.
Risk of damage to or loss of the GPS Tracker Unit(s) and Accessories including any SIM cards, passes to the Client upon delivery of the GPS Tracker Unit(s), and Accessories to the Client in the case where the purchase order plan is quasar plan are sole responsibility of the Client.
The Client agree that in the case where the purchase order plan is quasar plan, that any damage to or loss of the GPS Tracker Unit(s), including SIM card(s), Tracker Accessories and ELD during the period of this Agreement will be payable by the Client to the Service Provider at the current price rate.
For Hard Wired GPS Tracker Unit(s), the Client agrees that only the Service Provider authorized GPS Tracker Installer must install and de-install the GPS Tracker Unit(s). If the Service Provider authorized GPS Tracker Installer does not install or de-install the GPS Tracker Unit(s), then the Client will be responsible for any damage encored by their unauthorized personnel and the GPS Tracker GPS Tracking Plan warranties provided in this Agreement will be void in the manner set out in article 9.8 of this Agreement.
Notwithstanding article 13 and 14 of this Agreement, the Client acknowledges that:
In regard to GPS Tracker Plan GPS Tracker Unit(s), Accessories, ELD and Tracking Services Purchase Arrangement, these terms may create a security interest (as defined under the PPSA) in favour of the Service Provider in the GPS Tracker Plan GPS Tracker Unit(s), Accessories, ELD and Tracking Services Purchase Arrangement to the Client by the Service Provider and that the title to GPS Tracker Unit(s), Accessories, ELD and the Tracking Services purchase arrangement to the Client from the Service Provider remains with the Service Provider at all times;
The Client shall act immediately when requested by the Service Provider to do such acts and provide such information that in Service Provider’s opinion may be necessary or desirable to enable the Service Provider to perfect any security interest created or provided for by these terms, in the GPS Tracker Unit(s), Accessories, ELD and Tracking Services or their proceeds with first priority; and
To the fullest extent permitted by law, the Client waives any rights it may have now or in the future to receive a copy of any verification statement or other confirmation related to any security interest created or provided for by, or perfected in the manner contemplated by these terms.
The Client agrees (to the extent permitted under the PPSA) that the Client shall have no rights under the enforcement provisions of the PPSA.
The Client is liable for all costs incurred by the Service Provider in enforcing their rights under the PPSA.
The Client agrees to use the GPS Tracker Unit(s) and the Tracking Services strictly in accordance with any Documentation or reasonable instructions provided by the Service Provider as to use, the Privacy Act and all other applicable Commonwealth or State law, Acts or regulations.
The Client must also ensure that all other persons using the GPS Tracker Unit(s) and the Tracking Services operate in accordance with the Privacy Act and any other applicable law, Act or Regulation and any reasonable instructions provided by the Service Provider regarding the products and services usage.
The Client and those parties it allows to use the GPS Tracker and the Tracking Services agrees not to use the GPS Tracker Unit(s), ELD, and its Accessories, Sim Cards or the Tracking Services for illegal purposes or to illegally track or monitor any person without consent.
To the extent permitted by law, any liability that may arise from the use or operation of a GPS Tracker Unit(s), ELD and its Accessories, Sim Cards or the Tracking Services in breach of the terms of the Privacy Act and any other applicable law, Act or regulation, or contrary to any instructions provided by the Service Provider as to use, remains the sole responsibility of the Client and the Client agrees to indemnify Service Provider for any loss or damage it may suffer as a result of a breach of this article.
The Client must not use any equipment in connection with the GPS Tracker and its Accessories, ELD and the Tracking Services that has not first been approved, in writing, by the Service Provider.
The Client agrees to provide to the Service Provider with a contact person within the Client’s organization, or one contact person for each branch of the Client’s organization. This contact person or contact people will be the liaison person or persons with the Service Provider regarding the terms of this Agreement.
The Service Provider agrees to provide Support Services to the Client. And the Client agrees that any additional costs incurred by the Service Provider in the provision of Support Services will be payable by the Client, including, but not limited to:
Any transportation/logistic cost incurred;
Installing or uninstalling of the tracking server on the Client cloud server;
Cost of Tracking Services for the Client’s cloud server if required by the Client; and/or
Tracking Services maintenance and upgrade on the Client’s cloud server;
Installing, reinstalling or de-installing of GPS Tracker Unit(s) on or from any Asset nominated by the Client;
Travel cost for callouts; and/or
Time incurred in callouts.
In the event of vehicle/asset loss and recovery, the Client agrees that it is its sole responsibility.
Service Provider will use its reasonable efforts to provide support services to the Client as obligated in this Agreement.
Except as expressly provided in this Agreement, the Service Provider shall not be obligated under this Agreement to provide any other support or assistance to the Client.
The Client agrees that the Support Services do not include services that are required as a result of:
Misuse of the Tracking App, Data lost due to Client server failure/corrupt or failure to use the Tracking App in accordance with the Documentation;
Unauthorized personnel attempts to repair, replace, modify or maintain the GPS Tracker or Tracking App; or
Damage to the GPS Tracker or Tracking App that occurs during or subsequent to a breach of the terms of this Agreement by the Client.
Vehicle/Asset use during the forbidden hours.
The provision of Support Services are contingent upon the GPS Tracker Unit(s) being installed in accordance with article 2.9 of this agreement.
If the Service Provider accepts the Client’s Purchase Order Form to Purchase GPS Tracker Unit(s) GPS Tracker Plan or other Products, the Client will be charged and must pay the GPS Tracker Plan Purchase Price for the applicable Products specified in the POF. Any change to the applicable Purchase Price must be agreed between the Service Provider and the Client in writing. The Service Provider will invoice the Client and the Client must pay the applicable Prepayment for the Service Provider to initiate the supply and/or the configuration of the GPS Tracker Unit(s) or other Products.
The Service Provider will deliver the number of GPS Tracker Unit(s) or other Products prepaid for and specified by the Client in the accepted Purchase Order Form to the Client at the address provided by the Client on the POF.
The prices payable for Products may be quoted on the Service Provider Website (or published in writing as part of the purchase and registration process) and amended from time to time by the Service Provider.
The Service Provider will provide the Client with SIM cards for each GPS Tracker Unit that the Client is licensed to use in connection with the Tracking Services, which the Client shall use solely:
In combination with the GPS Tracker Unit(s); and
For transmitting Location Data and Asset Data between the Asset and the Platform.
The ownership of SIM cards provided by the Service Provider is retained by the Service Provider and the Client must return such SIM cards upon expiry or termination of this Agreement, or at the Service Provider’s direction upon a reduction in the Maximum Units in accordance with this Agreement.
The Client shall indemnify, defend and hold the Service Provider and its affiliates harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with claims from third parties, in particular the underlying wireless service carrier, relating to any use of the SIM cards provided by the Service Provider which is in breach of this Agreement.
If the Service Provider accepts the Client’s Purchase Order Form for a subscription to the applicable GPS Tracker Plan Tracking Services for the purpose of tracking and managing their fleet/assets and their mobile workforce, the Client will be charged and must pay the Subscription Fee for the applicable Subscription Period specified on the POF. Any change to the Subscription Period, Minimum/Maximum Units and applicable Subscription Fees must be agreed between the Service Provider and the Client in writing.
This Agreement will be renewed automatically each Subscription Period until either the Client or the Service Provider explicitly cancel the GPS Tracking Service in accordance with article 11 of this Agreement or this Agreement otherwise comes to an end as set out in this Agreement.
The Client will be sent an invoice for the applicable Subscription Fees 14 days prior to the expiration of the subscribed Prepayment subscription period. The invoice shall be paid in full on or before the expiration of the end subscription period date. The Client agrees that all subscription fees are payable in advance.
If the Client pays for subscription fees by credit card instalment payments, the Client acknowledges that the Service Provider is authorized to deduct all due payments on the due date.
If the Client fails to pay an invoice 7 days after the due date, the Service Provider may without prejudice to its other rights or remedies under this Agreement:
The Service Provider will charge the Client a late payment fee corresponding to the costs incurred by the Service Provider (including, without limitation, administrative and other costs) in recovering any payment not made by the Client on the due date; and/or
Charge the Client interest at the rate of 20% per annum calculated daily on the outstanding amount in addition to the outstanding amount; and/or
Prohibit the Client from having access to the GPS Tracker Unit(s) and ELD, the Tracking Services and or fleet Managing Platform.
If the Client fails to pay an invoice on or before 30 days after the due date, the Service Provider may disconnect the Client’s account and forward the account to debt collectors, with any charges that are incurred to be the responsibility of the Client.
The Service Provider will not be liable to the Client for any actions taken by the Service Provider in pursuant to article 7.5 and 7.6 of this Agreement.
If the Client disputes an invoice or there are invoices involving errors requiring remedy by the Service Provider, the Client shall provide Service Provider with a dispute notice pursuant to article 17.1 within 7 days of the invoice date. Upon receipt of the dispute notice, the dispute shall be resolved pursuant to article 17 of this agreement and Service Provider shall not enforce any of its other rights and remedies under this article 7 until the dispute is settled. If the dispute notice is not served within the 7 day period, then the Client waives any rights to dispute the invoice and the invoice shall be deemed a correct record of the contents therein.
If payment is made by direct debit or credit card and subsequently refunded or dishonored, the Client will be charged for all bank fees incurred by the Service Provider together with an administration fee of an amount in the discretion of the Service Provider of not more than NGN78,000.00.
Unless states otherwise, if the Client choose to use Electronic Logbook Device, then service fee of NGN2,999.99 will be charged to the Client for each user per month.
Subject to the terms of this Agreement, the fees paid for each subscription period are non-refundable there will be no refunds or credits for partial subscription periods (regardless of the length of subscription period), upgrade/downgrade refunds or account cancellations. If the Client is not in breach of this Agreement, and the service provider elects to terminate the GPS Tracking Service, the Service Provider agrees to refund to the Client any pre-paid fees relating to the portion of subscription period remaining as at the effective date of termination. Except as expressly stated in this article 7.11 of this Agreement the Client is not otherwise entitled to any refund if this Agreement terminates during a subscription period.
The prices payable for the GPS Tracking and ELD Service may be quoted on the Service Provider Website or published in writing and amended from time to time by the Service Provider.
The Service Provider may, at its absolute discretion, increase the applicable fees for each successive subscription period by an amount which reflects up to the current rate of inflation plus 7.5%. We reserve the right to change the fees for the GPS Tracker Unit(s), Accessories, ELD, Tracking Services and any connected extra services at any time, which will take effect in the next subscription period. Such notice may be provided at any time by posting the changes to the Website or by email to the Client.
GPS Tracker Plan and Services may be selected on the Purchase Order Form with associated subscription periods. Any combination of GPS Tracker Plan and Services must be approved by the Service Provider in their absolute discretion
Service Provider warrants to the Client that:
It has full power and authority to license the GPS Tracking Service under its Head License;
To the best of its knowledge and belief the GPS Tracker does not infringe any Intellectual Property Rights of a third party.
To the extent permitted by law, if the Client acquires GPS Tracker Unit(s) and Tracking Services for business purposes, the Nigerian Consumer Law will not apply.
The Client acknowledges that:
The Client relies upon its own knowledge, skill and judgement in relation to the particular use or suitability of the GPS Tracker Unit(s) for the Client’s purpose;
All warranties, descriptions, representations or conditions whether implied by the Sale of Goods Act 1999 or the Nigerian Consumer Law or otherwise or contained in any document not furnished by the Service Provider are expressly excluded to the fullest extent permitted by law;
The Service Provider will accept no liability for any damages or Losses arising from a consequence of any act, default or negligence on the part of Service Provider or of an employee, agent or contractor of Service Provider;
Our goods come with guarantees that cannot be excluded under the Nigerian Consumer Law. If, and only if, the Nigerian Consumer Law applies, the Client is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable Loss. The Client is also, in those circumstances, entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure;
Subject to the provisions of Article 9.2.3 and 9.2.4, if the Service Provider is nonetheless found to be liable at law, the Service Provider’s liability under or in connection with the performance of these terms, whether in tort, contract, equity or on any other basis, shall be limited to the lesser of the price of the GPS Tracker Unit(s), Accessories, ELD and Tracking Services complained of and or the cost of repairing or replacing the GPS Tracker Unit(s), Accessories, ELD and Tracking Services to the Client;
Subject to clause 9.4, the Service Provider shall not be liable to the Client or any third party in contract, tort (including negligence) or on any other basis for:
Any indirect or consequential Losses;
Any loss of use, loss of profits, loss of anticipated savings; or
Any third party claims suffered or incurred by the Client.
Subject to article 9.2, during the Warranty Period the GPS Tracker Unit(s), Accessories, ELD and Tracking Services shall be warranted to be free from defect and any defective GPS Tracker Unit(s), Accessories, ELD and Tracking Services shall be replaced or repaired (at the sole discretion of the Service Provider), provided that any claim made under this clause shall be made in writing to the Service Provider within the Warranty Period.
If an unaltered version of the GPS Tracker Unit(s) develops faults by reason of defective components, design or workmanship within the Warranty Period, and the Client is not in breach of the terms of this Agreement, the Service Provider will either repair or replace the GPS Tracker Unit(s) (or the affected component of the GPS Tracker Unit(s)) at no cost to the Client. Any such replacement or repair will be the Client’s sole remedy in respect of the supply of a defective GPS Tracker Unit(s);
During the Warranty Period the Tracking Service will function in accordance with its specifications. The Service Provider will provide all reasonable programming and remedial services to correct documented code errors which are caused by a defect in an unaltered version of the Tracking Service at no cost to the Client, provided that the Client is not in breach of any of the terms of this Agreement. Any such programming and remedial services will be the Client’s sole remedy in respect of the supply of defective Tracking Service.
All warranties are based on the assumption that the Client will deliver any faulty GPS Tracker Unit(s), Accessories, ELD and the Tracking Services to a Service Provider Service Center near the Client.
The Client shall at all times indemnify and hold the Service Provider, its directors, officers, employees and agents, harmless from and against any costs (including reasonable legal costs on a solicitor and Client basis), claims, demands, expenses, Losses or other consequences suffered by the Service Provider in relation to the performance of the Client’s obligations under this Agreement, and from any costs, claims, demands, expenses, Losses or other consequences suffered by the Service Provider in relation to the performance of the Client’s under this Agreement, and from any costs, claims, demands, expenses, Losses or other consequences suffered by the Service Provider in relation to any breach by the Client of this Agreement, or arising out of the negligence, breach of statutory duty, or willful default of the Client’s agents, employees or sub-contractors or of any other person for whose acts and omissions the Client is vicariously liable and also against any action, claim or demand by the Client’s employees, agents, or subcontractors, their personal representatives or dependents, or any Clients of the Client.
Any call outs will be charged a call out fee.
The exclusions in this article 9 apply for the benefit of (and shall be enforceable by):
The Service Provider;
GSM Providers;
All companies directly or indirectly owned, partly owned or controlled by any of the people listed above; and
All officers, employees, contractors and agents of all the people listed above.
If the Client does not use the Service Provider’s Authorized GPS Tracker Installer for the installation or de-installation of Hard Wired GPS Tracker Unit(s), then unless the Client can prove to the satisfaction of the Service Provider that the install or de-install of Hard Wired Tracker Unit(s) (as the case may be) has not attributed in any way to any alleged faults in the GPS Tracker Unit(s), then the Client shall not have the benefit of any warranties provided in this Agreement by the Service Provider and such warranties are hereby expressly excluded.
The Service Provider reserves the right to at any time change the look and feel of the App(s) and the way the Client Data is displayed on the Tracking Services.
The Service Provider provides no warranty as to uptime and availability of the Tracking Services. Without limiting the generality of the foregoing sentence, the Client acknowledges that Tracking Services rely on location information such as GPS/GLONASS and depend on the GPS Tracker Unit’s ability to acquire satellite signals (typically not available indoors) and network coverage. Network coverage and satellite signals are dependent on a number of factors not within the control of the Service Provider including weather, topographical changes, changes to and support of network cellular technologies, the functionality of various satellites, cell towers, clouds and other factors. The Client expressly agrees to indemnify and hold harmless the Service Provider with respect to any Loss that is attributable to the GPS Tracker Unit(s) not working, malfunctioning or failure attributable to any matter described in this article 9.10.
The Service Provider will not be liable to the Client for any failure by the Service Provider to deliver the GPS Tracker Unit(s), Accessories, ELD or Tracking Services, or any interruption to the Tracking Services, where such failure or interruption is attributable to any act, matter or thing outside of the control of the Service Provider including but not limited to fire, flood, tempest and other acts of adverse weather, terrorism, changes in government, strikes, disputes with licensors under the Head License, failure of any service provider to the Service Provider to provide the service; acts of god, acts of war, telecommunications failure, server failure, electricity outages and other events of force majeure as that term is usually defined.
The Client acknowledges that the Intellectual Property Rights in the GPS Tracker Unit(s), Accessories, ELD, Tracking Services and the Documentation are owned by the Service Provider or its licensors under Head Licenses.
The Client acknowledges that this Agreement does not transfer to the Client any Intellectual Property Rights in the GPS Tracker Unit(s), Accessories, ELD, Tracking Services and the Documentation (other than the limited rights granted in accordance with article 1.3) of this Agreement.
The Client must keep their Login Information secure and confidential. Unless expressly permitted by this Agreement, or otherwise authorized in writing, you must not share your Login Information with any person.
In using the GPS Tracker Unit(s), Accessories, ELD and Tracking Services, the Client must not to engage or attempt to engage in any activities that:
Use any Products other than in conjunction with the GPS Tracking Service, or copy, modify, reverse engineer or decompile the Tracker, Products or any software used or accessed or accessible via the GPS Tracking Service or any part of the same (save to the extent expressly permitted by law) nor allow any other third party to do the same;
Violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, confidential information, electronic fraud, invasion of privacy);
Interfere with or disrupt any other third parties (including other users of the GPS Tracker Unit(s), Accessories, ELD and Tracking Services), equipment, functions, features, the Products, or GPS Tracking Service;
Introduce or allow the introduction, transmission, distribution or uploading of any, virus, worm, Trojan horse, zombie, key logger, time bomb, cancel bots, Easter eggs, spyware, mail bombing, flashing, spamming, flooding, or other potentially harmful programs, materials, information or malicious code into the Products or GPS Tracking Service or any related network;
Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the GPS Tracking Service, or its contents;
Involve in the unauthorized use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;
Gain unauthorized access to the GPS Tracker, ELD and Tracking Services;
Disrupt, impair, alter or otherwise interfere with the functions, features or content of the GPS Tracker Unit(s), Accessories, ELD and Tracking Services;
Restrict or inhibit any other visitor from using the GPS Tracking Service, including, without limitation, by means of “hacking” or defacing a portion of the GPS Tracking Service or Website;
Modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Tracking Service to a human-perceivable form;
Harvest or collect information about users or members of the GPS Tracking Service without their express written consent;
Transfer, assign or otherwise deal in the GPS Tracker Unit(s), Accessories, Tracking Service, ELD and Documentation or the Customer’s rights under this Agreement.
The Client must indemnify and keep indemnified the Service Provider against any claims from the licensors under any Head License relating to or arising from the failure of the Client to comply with any provision in the article 10 of this agreement.
This Agreement shall remain effective until termination by either party. This Agreement will be immediately terminable if the Client breach any of the terms, or if the Client fail to pay the subscription fees within a period of 7 days of notification of such a breach or payment delay.
If the Client decides to terminate this Agreement, such Client shall give a 30 days’ notice to the Service Provider so as to enable the Service Provider commence deactivation and decommissioning process. The Service Provider shall inform the Client on the date the device will be retrieved. And the Client agrees that only a certified Service Provider installer is permitted to retrieve a device from a pre-installed vehicle.
The Service Provider may suspend the use of the GPS Tracker, Tracking Service and ELD, any Products or the Client’s access to location, tracking or monitoring information via the Product(s) at any time without notice if:
This Agreement commences on the Effective Date and shall expire when terminated under the terms of this Agreement. The Service Provider may terminate this Agreement and any license created under it and cancel any GPS Tracking Service provided or any access to the Tracking Platform with immediate effect and without notice if:
The Client breaches any term or provision of this Agreement, including but not limited to a failure to pay any charges or Subscription Fee, and does not remedy the breach within 7 days of receiving a Dispute Notice requiring the breach to be remedied; or
The Service Provider believes the GPS Tracker or the Tracking Services or ELD to be at risk for whatever reason including, but not limited to, the manner of use of the GPS Tracker, ELD and Tracking Services or that the Client is unable to, or might be unable to, pay any Subscription Fees; or
The Client suffers an Insolvency Event; or
The Client fails to maintain the GPS Tracker Unit(s), ELD and Tracking Platform; or
The GPS Tracking Services are suspended for any reason whatsoever;
The events leading to suspension under article 11.1, continue for more than 17 days;
The Head License comes to an end.
In all other circumstances:
The Client may terminate this Agreement, such Client shall give a written notice of termination to the Service Provider more than 30 days before the end of the current subscription period. This Agreement will terminate at the end of the current subscription period;
The Service Provider commence deactivation and decommissioning process. The Service Provider shall inform the Client on the date the device will be retrieved. And the Client agrees that only a certified Service Provider installer is permitted to retrieve a device from a pre-installed vehicle.
The Service Provider may terminate this Agreement by giving at least 30 days written notice of termination to the Client. On termination of this Agreement we will refund to you any pre-paid fees relating to the portion of subscription period remaining as at the effective date of termination.
Termination of this Agreement by the Service Provider is without prejudice to any rights that the Service Provider may have under this Agreement in law or equity.
Upon termination of this Agreement, the Client will:
Immediately cease to use the GPS Tracking Services and ELD Service and all Documentation and deliver to the Service Provider all copies of the Documentation in the Client possession or control
If the GPS Tracker Plan is Quasar Plan, the Client uses best endeavors to grant the Service Provider, or to procure that the Service Provider is granted, an irrevocable right and authority to enter, at any time, onto any place or into any Asset where any part of the GPS Tracker Unit(s), Accessories, ELD and Tracking Services is situated or thought to be situated to remove the GPS Tracker Unit(s), ELD and Tracking Services, and that the Authorized Service Provider IT Personnel is acting as the Service Provider’s agent in the removal or retrieval of the GPS Tracker Unit(s), ELD and Tracking Services;
If the GPS Tracker Plan is Quasar Plan, return the GPS Tracker Unit(s), Accessories, ELD and Tracking Services to the Service Provider’s control ensuring that the de-Installation of the GPS Tracker Unit(s), Accessories, ELD and Tracking Services is performed by an authorized Service Provider Installer pursuant to article 2.9 of this Agreement; and
Pay any and all sums due and/or payable to the other party under this Agreement that become due for payment before or after termination.
Within 30 days of termination, the Client must certify to Service Provider in writing that it has fully complied with its obligations under article 12.1 of this Agreement.
The Client shall continue to be charged the normal subscription fees after the termination of this Agreement until article 12.2 is satisfied.
If the Service Provider establishes that the Client had not in fact complied with all obligations under article 12.1 when the letter was received, the Client will be charged backdated subscription fees from the date that the letter was received until the Client complies with all unresolved obligations. Interest will apply to all backdated subscription fees at the rate set out in article 7.5.2 of this Agreement.
Upon termination of this Agreement, the license to use the Intellectual Property Rights granted by Service Provider to the Client, the license to use the GPS Tracker, ELD and access to the Tracking Services shall be deemed to be immediately revoked without any further notice. On termination of this Agreement, the license granted pursuant to article 1.3.2 of this Agreement will automatically cease and the Client acknowledges that no Tracking Services will be provided by Service Provider.
Service Provider will not be liable to the Client or any other person for any Loss suffered or liability incurred arising from the termination of the Agreement or the repossession of any part of the GPS Tracker Unit(s) and Services or any actions taken by the Service Provider in pursuant to article 3 or 7 of this Agreement.
For the avoidance of doubt, the Client indemnifies Service Provider against any costs, claims, damage, expense or liability suffered or incurred by Service Provider arising directly or indirectly from Service Provider exercising its rights under this article, article 4 or otherwise acting to recover any part of the GPS Tracking Services or money payable by the Client. This includes any damage to the Asset caused by Service Provider’s attempts to recover the GPS Tracking and related Accessories (including causing the Asset to be shutdown).
Termination of this Agreement will not affect any provisions of this Agreement which are intended to continue after termination (including, without limitation, article 3, 6, 7, 8, 9, 10 and 14.3).
Where a GPS Tracker Unit(s) is sold to the Client:
Legal and beneficial ownership of the GPS Tracker Unit(s) will remain with Service Provider pursuant to article 3.1 of this Agreement; and
Until legal and beneficial ownership of the GPS Tracker Unit(s) has passed to the Client, the Client will not disassemble or make any structural alterations to the GPS Tracker Unit(s) without the prior written consent of the Service Provider.
For Quasar Plan Hire Purchase Arrangement, the provisions of this article 14 will apply together with any other provisions in this Agreement which relate to Quasar Plan Hire Purchase Arrangement. The GPS Tracking Unit(s) will be deemed to be Quasar Plan Hire Purchase Arrangement if indicated as such in the Purchase Order Form.
The Service Provider may obtain and disclose personal information about the Client to and from anyone else and, if the Service Provider considers it relevant to assess the Client’s application for credit or to collect overdue payments in respect of that credit, the Client agrees to Service Provider obtaining from a credit reporter and/or a credit provider, a credit report containing personal information about the Client and/or the director in relation to credit provided by the Service Provider. Such information will be held at the address of Service Provider and the Client may access and correct that information by contacting Service Provider. The Service Provider warrants that personal information about the Client shall only be disclosed to the Service Provider’s debt collectors from time to time to aid in the collection of any money owing to Service Provider by the Client.
In the event of damage to the GPS Tracker Unit(s), however caused, the Client shall be responsible for the full costs of all repairs to restore the GPS Tracker Unit(s), ELD, Accessories and Tracking Services to the condition it was in at the time of Quasar Plan Hire Purchase Arrangement. The Client’s maximum liability under this clause shall be the value of the GPS Tracker Unit(s) etc.
In the event of loss or irreparable damage to the GPS Tracker Unit(s), ELD, Accessories and Tracking Services, however caused, the Client shall be responsible for the full cost to Service Provider of replacing the GPS Tracker Unit(s), ELD, Accessories and Tracking Services.
The Client shall be responsible for any loss of revenue suffered by the Service Provider due to the unavailability of the GPS Tracker Unit(s), ELD, Accessories and Tracking Services for One-Off Plan or Quasar Plan Hire Purchase Arrangement due to loss or damage to the GPS Tracker Unit(s), ELD, Accessories and Tracking Services.
Where a GPS Tracker Plan is Quasar Plan Hire Purchase Arrangement to the Client, the Client shall:
Not part with the possession of the GPS Tracker Unit(s), ELD, Accessories and Tracking Services and shall not sublet, or sell, or attempt to alienate the GPS Tracker Unit(s), ELD, Accessories and Tracking Services in any way, or grant security interest in, or deal with the GPS Tracker Unit(s), ELD, Accessories and Tracking Services in any way that may be prejudicial to the Service Provider other than installing the GPS Tracker Unit(s) and Accessories in Client’s Asset(s) and the use of the Tracking Services and ELD;
Be liable for any loss or damage to any GPS Tracker Unit(s), Accessories including but not limited to, damage or loss caused by fire, storm, collision, accident, theft or burglary, or arising from misuse, abuse, mysterious disappearance or wrongful conversion, any breach of the Agreement, violation of any laws, exposure to any corrosive substances (including caustic, cyanide, acids, salt water), theft where not reasonably locked and secured, transportation (except where transported by the Service Provider), or negligence by the Client and shall pay to Service Provider the cost of making good the repair to the GPS Tracker Unit(s) and Accessories or the cost of replacing the GPS Tracker Unit(s) and Accessories, whichever is the lesser;
Take proper care of and use the GPS Tracker Unit(s) and Accessories in a manner or to such an extent that a reasonable Client would, and according to the Documentation and any instructions given by the Service Provider;
Not carry out repairs, maintenance, adjustments, alterations or additions to the GPS Tracker Unit(s) without the express consent of the Service Provider;
Not remove any signage of the GPS Tracker Unit(s) without the prior written consent of the Service Provider;
Immediately notify the Service Provider, by telephone or email, if the GPS Tracker Unit(s) or Accessories is damaged or is otherwise in need of maintenance or repair;
On request by the Service Provider advise of the location of any Quasar Plan GPS Tracker Unit(s);
Give the Service Provider irrevocable license to enter any premises within the Client’s control for the purposes of inspecting, repairing, testing or removing the GPS Tracker Unit(s) and Accessories; and
Not attempt to remove a Hard Wired GPS Tracker Unit(s) and Accessories.
The Quasar Plan Hire Purchase period for the GPS Tracker Unit(s) shall start when the Service Provider gives possession of the GPS Tracker Unit(s) to the Client, and shall continue until the earlier of:
The date the Client has returned the GPS Tracker Unit(s) into the possession of the Service Provider if this Agreement or the Quasar Plan Hire Purchase Arrangement is terminated for any reason;
The date that ownership of the GPS Tracker Unit(s) passes to the Client pursuant to article 14.8.3.
Whenever the Client selects a Quasar Plan option on the Purchase Order Form, the Client will be deemed to have entered a Quasar Plan Hire Purchase Arrangement to hire purchase arrangement with the Service Provider if indicated on the POF (Quasar Plan Hire Purchase Arrangement). The following terms will apply to the Quasar Plan Hire Purchase Arrangement in addition to the terms set out in article 14.1 to 14.7 of this Agreement:
The term of the Quasar Plan Hire Purchase Arrangement shall be 24 months from delivery (Quasar Plan Hire Purchase Term);
During the Quasar Plan Hire Purchase Term the Client must pay the Quasar Plan Hire Purchase Fees as follows:
The Client must prepay 12 months of the Quasar Plan Hire Purchase Fees in advance at the time the POF is submitted. The fees paid in advance are non-refundable;
Thereafter, the Client must pay the balance of the Quasar Plan Hire Purchase Fees during the, Quasar Plan Hire Purchase Term monthly in advance.
At the end of the Quasar Plan Hire Purchase Term, if the Client has paid all the Quasar Plan Hire Purchase Fees and not otherwise defaulted under the terms of this Agreement, then ownership of the GPS Tracker Unit(s) and Accessories the subject of the Quasar Plan Hire Purchase Arrangement shall vest in the Client. Ownership of the Products otherwise remains with Service Provider at all times. The Client will then be deemed to have entered a new Subscription agreement with the Service Provider until terminated in accordance with this Agreement.
Risk in the GPS Tracker Unit(s) and Accessories the subject of the Quasar Plan Hire Purchase Arrangement shall pass to the Client on delivery.
The Quasar Plan Hire Purchase Arrangement may be terminated in the same manner this Agreement may be terminated.
If the Quasar Plan Hire Purchase Arrangement is terminated at any time prior to expiration of the Quasar Plan Hire Purchase Period, then the Client will be liable for the cost of the de-install of the Products (which must be carried out by the Service Provider Authorized GPS Tracker Installer), the return of the Products to Service Provider and 50% of the portion of the Quasar Plan Hire Purchase Fees that relate to the Subscription Fees that would have been payable by the Client for the balance of the Quasar Plan Hire Purchase Period had the Quasar Plan Hire Purchase Arrangement not been terminated early.
The Quasar Plan Hire Purchase Fees include the GPS Tracker Unit(s), Accessories, ELD and Subscription Fees only. Additional costs apply for all other GPS Tracker Unit(s) or services supplied to the Client including but not limited to installation services. Such additional costs must, unless otherwise agreed in writing by the Parties, be paid in full at the time the POF is submitted.
The Client acknowledges that the Service Provider may generate, and/or require use of existing Client Data. The Client grants the Service Provider the right to use, copy, modify, store and disclose the Client Data to the extent necessary so that they can supply the Support Services and Tracking Services, and any enhancements or modifications to the same to the Client. The Service Provider will not make this information available to any current or future competitors but will make the information available to Head Licensors and Authorized Service Provider Installers to enable those person to deliver certain components of the goods and services on behalf of the Service Provider.
The Client will, to the extent that the Client Data contains personal information (as defined in the Privacy Act) about an individual (including an employee or contractor of the Client), procure from that individual all necessary consents required by law to enable that information to be lawfully used by the Service Provider.
The Client grants to the Service Provider a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up, worldwide license, with the right to sublicense, to use, modify, reproduce, adapt, communicate, display, perform, anonymize and distribute Client Data and user statistical information such as usage, traffic patterns, or user activities for any purpose, provided that such Client Data will be (a) de-identified such that no person or entity (including but not limited to you) can be identified, and (b) combined with the data of other users or additional data sources.
In addition to any other indemnity provided in this Agreement in favor of the Service Provider and without derogating from the generality of such indemnities, the Client indemnifies Service Provider and will continue to indemnify Service Provider notwithstanding termination or expiration of this Agreement for all Losses which Service Provider may suffer or incur (whether in relation to the Privacy Act or otherwise) by reason of the Client’s failure to comply with article 14 of this Agreement.
The Client acknowledges that the GPS Tracking Service utilizes cloud based technology and accordingly the use of same by the Client has all the risks associated with cloud based technology including the transmission of Client Data across borders. The Service Provider shall not be liable to the Client for any inadvertent disclosure of Client Data attributable to the use of the cloud based technology howsoever arising.
At Service Provider, we are committed to protecting your privacy. We agree to comply with the legal requirements of the Nigerian Privacy Principles as set out in the Privacy Act. Our Privacy Policy sets out the manner in which we treat your personal information. Please read our separate Privacy Policy carefully.
The Service Provider does not and will not sell or deal in personal or Client information. We may, however, use non-identifiable information without any reference to your name or your information to create marketing statistics, identify user demands and to assist in meeting Client needs generally.
If the Dispute is referred to arbitration, then it shall be finally resolved in accordance with the Commercial Arbitration Act and the express provisions of this article 17 shall prevail in the event of any inconsistency with that Act, to the extent permitted by law.
A party may notify the other parties (“Dispute Notice”) if that party considers that a dispute exists between the parties about the construction or performance of this Agreement (including the determination of any matter to be agreed or any document to be completed under this Agreement) (“Dispute”). The Dispute Notice shall briefly describe the Dispute, and state that it is given under this article 17.1 of this Agreement.
As soon as reasonably practicable after the Dispute Notice has been given, the parties shall co-operate and negotiate in good faith in an endeavor to resolve the Dispute expeditiously. A party may refer the Dispute to mediation under this Agreement if the parties are unable to resolve the Dispute within 5 Business Days after the date on which the Dispute Notice is delivered.
Mediation under this Agreement shall be governed in all respects by the Resolution Institute’s Mediation Rules. The mediation shall be conducted in Nigeria by a mediator and for a fee determined by the parties or (failing Agreement within 5 Business Days after referral to mediation) the Chairperson for the time being of the Resolution Institute. Subject to anything to the contrary in this Agreement, the parties shall act in good faith in the mediation in an endeavor to resolve the Dispute expeditiously.
For the avoidance of doubt, the existence of a Dispute shall not relieve a party from the requirement to perform its obligations under this Agreement generally and, notwithstanding the Dispute, each party shall continue to perform its obligations under this Agreement to the maximum extent possible (having regard to the nature of the Dispute), including the completion of any Agreement as soon as practicable even where the date for completion of the Agreement has passed.
Where the Dispute is not resolved pursuant to article 17.2 and 17.3 of this Agreement, any party may refer the Dispute to arbitration by giving the other parties notice in writing stating the subject matter of the Dispute and the first party’s desire to have the matter referred to arbitration. The arbitration shall also be held in Nigeria.
Any notice given under this Agreement will be in writing delivered to the relevant party or sent by post or email transmission at such address or number as may be notified in writing by each party to the other from time to time. If delivered by hand, any such notice will be deemed received at the time when the same is handed to or left at the address of the party to be served. If served by post a notice will be deemed received five working days (not being Saturday, Sunday or a public holiday) after the day of posting. If sent by email, a notice will be deemed received on the date and time at which it enters the addressee’s information system. The Client must notify the Service Provider immediately of any change to the Client’s address for services.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain enforce and effect.
If the Service Provider waives any default or breach of this Agreement, this will not constitute a waiver of any other or subsequent default or breach. No waiver will be effective unless made in writing.
The Client may not assign, sub-license or transfer its rights and obligations under this Agreement without the prior written consent of the Service Provider.
Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to a force majeure event, being any cause outside its reasonable control including but not limited to acts of God, natural disaster, riot, malicious damage, fire or acts of any governmental authority. This article 18.5 does not apply to any obligation to pay money for liabilities incurred prior to the force majeure event.
This Agreement is governed by the laws of the Federal Republic of Nigeria and the parties agree to submit to the exclusive jurisdiction of the federal and state courts of the Federal Republic of Nigeria.
This Agreement when read in conjunction with the POF(s) contains the entire agreement between the Parties and supersedes any prior agreement between the Parties whether oral or in writing.
The parties may agree to vary the terms of this Agreement or add additional terms by including same as special conditions on the POF.
To the extent of any inconsistency between documents between the Client and the Service Provider the following order of priority shall apply:
Any special condition in the Purchase Order Form (provided the Special Condition in the Purchase Order Form has been expressly agreed to by the Service Provider); then
The provisions of this Agreement; then
Anything else in writing between the parties from time to time.
These terms can be amended from time to time by the Service Provider providing not less than 30 days’ notice of the proposed amendment to the Client. On expiration of the notice period, the amendment shall be thenceforth incorporated into the Agreement. The Service Provider may provide the said notice to the Client, and the Client will be deemed to have received the notice, if the Service Provider publishes the notice on their website or otherwise communicates the notice to the Client by email or post.
Except as provided in this article 20.1, this Agreement may only be amended by written agreement of the Parties.
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria and subject to the exclusive jurisdiction of the Federal and State Courts.