Agreement

PARTIES

1. Vezeti Services (Nigeria) Ltd is a company registered in Nigeria with RC  number 1158354 whose Principal place of business is 12D Wole Ariyo street,Lekki Phase 1, Lagos as “Vezeti”.
2. CUSTOMER, who is Incorporated and registered with Company number, whose company details and registered office is in the duly completed account signup form (“customer”) for Businessplus on www.vezeti.net.

WHEREAS

1. Vezeti is a provider of electronic communications networks and services.
2. The Customer wishes to utilize Vezeti’s services.

IT IS AGREED THAT

1.   INTERPRETATION AND DEFINITIONS

The following provisions shall have effect for the interpretation of this agreement:

1.1. Words in the singular shall include the plural and vice versa.

1.2.  A person includes a natural person, corporate or unincorporated body.

1.3 The schedule or schedules to this agreement shall be incorporated into and shall form part of the agreement.

1.4 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.5 In this agreement terms and expressions have the following meanings unless the context otherwise requires: “Associated” in relation to a party, its ‘subsidiary’ or ‘holding company’; “Company” defined in the Companies and Allied Matter Act 1990) or another subsidiary of its holding company; “Call” a transmission path through an electronic communications network for the sending of signals, and a reference to conveyance of a Call by a party means the establishment by that party of a transmission path through that party’s network and the conveyance by that party in accordance with this Agreement of a signal over such transmission path; “Charges”: Vezeti’s charges for the Services as described in the Schedules,

Price Lists and Rate Sheets, letters or email conveying such prices hereto and as varied from time to time according to the terms of this Agreement. These Price changes shall take effect 7 days after notification;

“CLI” has the meaning given to Calling Line Identification in the CLI Guideline;

“CLI Guidelines” the Guidelines for the provision of Customer Line

Identification Facilities and other related services, published by Vezeti and NCC (Nigeria Communications Commission), as may be amended or replaced from time to time; “Email” Electronic Mail;

“End User” a subscriber of a service provided under this Agreement who is the ultimate user of the service; “Intellectual” copyright, database rights, patents, registered and unregistered 

“Property Rights” design rights, registered and unregistered trademarks or service marks, knowhow and all other industrial or intellectual property rights or trade secrets existing at any time in any jurisdiction including any application therefore and all rights that shall apply to them; “Minimum Term” the minimum contract term for each Service as specified in the Schedules hereto; “NCC” the Nigerian Communications Commission, Plot 423 Aguiyi Ironsi Way, Maitama, Abuja, or any of its successors;

“PSTN” the Public Switched Telephone Network; “Service” any service provided under this Agreement or any Schedule hereto, and ‘Services’ shall be construed accordingly; “Site” location where Services are provided.

2.     COMMENCEMENT AND DURATION

2.1 This Agreement shall commence on the date hereof and shall continue in force until all of the Services have been ceased in accordance with the Schedules hereto, unless terminated earlier in accordance with Clause 6 below.

3.     OBLIGATIONS OF THE PARTIES

3.1  Vezeti shall provide the Services as    described in the Schedules hereto.

3.2 Vezeti shall maintain equipment suitable for handling and terminating calls.

3.3 Vezeti shall provide the Customer with reasonable technical and sales support, which Vezeti shall in its sole

discretion consider necessary and appropriate.

3.4 Vezeti may from time to time make changes to equipment used to handle calls and provide the Service. Such changes are at the sole discretion of Vezeti, and may be made without the prior consent of the Customer.

3.5 The Customer shall, upon request, provide Vezeti with full information and/or materials regarding any products or services offered to the Customer’s End Users, agents or resellers through utilization of the Service. Such information includes proper KYC (Know Your Customer) forms and Valid means of identification of each end user allocated any Vezeti number/DID. Customer agrees that this is a requirement by NCC and such information must be provided without demand. Vezeti reserves the right to block/suspend any allocated number without proper KYC documentation after it has been put into service.

3.6 The Customer shall ensure that the Services are not used for any unlawful purpose whatsoever including the transmission or offering of any information or service or other material which is unlawful, abusive, harmful, threatening, defamatory, pornographic or which in any way infringes the Intellectual Property Rights of Vezeti or any third party or which may cause offence in any way. The Customer shall ensure that no third-party Intellectual Property Right is infringed by the choice of telephone number for a particular service. The customer shall ensure that he only presents CLI as 01888XXXX and shall not manipulate CLI allocated to him or use any unallocated number. Customer shall never terminate on Vezeti any internationally originated call either using Vezeti CLI or other unknown CLI.

3.7 The Customer agrees to indemnify Vezeti against all costs and liabilities arising out of all claims, which result from, or involve an allegation of, any breach of Clause 3.6 above. Furthermore, Customer agrees that Vezeti shall have rights to suspend account with not more than 24 hours notice and immediately freeze any available cash balance in its account upon breach of clause 3.6 above pending an investigation into such breach. Customer agrees to forfeit any cash balance if proven to have breached clause 3.6. 

3.8 The Customer shall co-operate with Vezeti in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The

Customer shall, at the discretion of Vezeti, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether or not brought by or against Vezeti.

3.9 The Customer shall ensure that any third party using its facilities shall be bound by the terms of this agreement.

3.10 The Customer agrees to notify Vezeti immediately in the event that it becomes aware of any fault in the Service.

3.11 Neither party shall at any time during the life of this agreement or at any time thereafter without the prior written consent of the other party use the name of the other party in relation to the Service or in connection with any services provided by the Customer or on

Letterheads, in correspondence, publicity material, advertisements or other publications. Upon termination of this agreement, any consent that has been obtained shall be withdrawn forthwith.

3.12 Neither party shall have authority to conclude contracts directly on behalf of the other party nor the right or authority to make or settle any claims by or against either party nor to pledge the credit of the other party nor give any warranty nor make any representation on behalf of the other party nor commit the other party to any obligation or liability of any kind other than to provide the Services under this agreement.

3.13 Each party shall comply with the CLI Guidelines published by Vezeti/NCC. In the case of Calls originating outside of Nigeria, the Parties shall comply with any regulations governing the presentation of calling line numbers in the country from which the Call originates or through which it transits.

4. CHARGES AND PAYMENT

4.1 In consideration of the Services provided under this agreement the Customer agrees to pay the Charges. All Charges stated are Exclusive of Value Added Tax.

4.2 Any sums remaining in pre-paid accounts after termination of this agreement shall remain the property of Vezeti and shall not be refundable by Vezeti to the Customer. In the event that Vezeti decides, in its absolute discretion, to refund all or part of any pre-payment made by the Customer following termination of this Agreement, Vezeti shall have the right to levy an administration charge amounting to 5 per cent of the unused credit.

4.3 No interest shall accrue or be due on any pre-payments received from the Customer.

5. INTEREST

5.1 In the event that any sums due to Vezeti under this agreement or any of its schedules are not paid by the due date then Vezeti shall be entitled to charge interest at 4 per cent over the base lending rate of GT Bank (or any other bank that the Parties may agree from time to time), in force at that time.

5.2 Notwithstanding Clause 5.1, Vezeti may in the alternative claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998.

6. SUSPENSION AND TERMINATION

6.1 Vezeti may suspend the Service in the event that and for so long as the Customer is in material breach of this agreement (including failure to pay any sum due under this agreement) and shall have failed to remedy such breach within 7 days of receipt of a notice specifying the breach and requiring it to be remedied.

6.2 Notwithstanding Clause 6.1 above, Vezeti reserves the right to suspend the

Service or any part thereof forthwith without prior notice:

6.2.1 To the extent necessary to prevent or restrict the incidence of any fraud or other illegal activity in connection with the Service;

6.2.2 To the extent necessary to comply with an order or direction of NCC or any other competent regulatory or law enforcement authority;

6.2.3 In the event that the Customer is in breach of an obligation under any Schedule hereto to retain funds in a pre-paid account; or

6.2.4 If there is a material and immediate threat to Vezeti’s network integrity or the integrity of the PSTN.

6.3 Vezeti may terminate this agreement forthwith by giving written notice:

6.3.1 Upon the expiration of thirty (30) days’ written notice following suspension in accordance with Clause 6.1 or 6.2 above;

6.3.2 If the Customer ceases trading, convenes a meeting of, or comes to an arrangement with, its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person;

6.3.3 If any step is taken to wind up or dissolve the Customer, a receiver,

and/or manager or administrator is appointed over any of the Customer’s assets or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

6.3.4 If Vezeti is required to do so by NCC or any other regulatory or governmental body.

6.4 Vezeti may temporarily suspend the Service in the event that it wishes to carry out maintenance, upgrade works, or back-ups (in which case Vezeti will use all reasonable endeavours to minimize the duration of the suspension and also to inform the Customer in advance of any suspension).

6.5 Either party shall be entitled to terminate this agreement by giving to the other not less than ninety (90) days’ notice of termination, such notice expiring no sooner than the end of the Minimum Term in any and all Schedules hereto.

6.6 Termination shall be without prejudice to the rights and obligations accruing up to and including the date of termination.

6.7 In the event that the Customer wishes to enter into a subsequent agreement with Vezeti following termination by Vezeti in accordance with Clause 6.3 above, Vezeti shall have the right to charge a re-connection fee to cover its administrative expenses.

6.8 Termination of this agreement shall entail termination of all Schedules hereto.

6.9 To safeguard vezeti against unsecured debt, the Vezeti platform requires customer credit balance to remain positive. Any negative balance as a result of usage below the set credit threshold will activate an automatic suspension of incoming and outgoing calls until such negative credit position is reversed to positive by making immediate payment on account.

7. ASSIGNMENT

7.1 Neither party shall be entitled to assign, delegate or transfer this agreement nor any of its rights or obligations hereunder without the prior written consent of the other party which shall not be unreasonably withheld (except in the case of Vezeti, where such assignment is to an Associated Company of Vezeti or to any third party who has acquired the whole or a substantial part of the assets of Vezeti, in which case no consent of the Customer shall be required).

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Except as expressly provided otherwise in this agreement, Intellectual Property Rights shall remain the property of the party creating or owning the same and nothing in this agreement shall be deemed to confer any assignment or license, or the Intellectual Property Rights of one party to the other party.

9. CONFIDENTIALITY

9.1 Subject to Clause 9.2 each party will treat as confidential and procure that its directors, employees, contractors and those of its Associated Companies treat as confidential all information whether of a technical or business nature or otherwise relating in any manner to the business or affairs of the other party or relating to this agreement and will not at any time during this agreement and for a period of five years after the termination of this agreement disclose such information to any person firm or company and will not use such information other than for the purposes of this agreement.

9.2 The provisions of Clause 9.1 shall not apply to any information:

9.2.1 Which is already in the possession of the recipient party prior to its receipt provided the recipient party is not bound by any existing obligation of confidentiality in respect of such information;

9.2.2 Which was already in the public domain, save as a result of a breach of Clause 9.1;

9.2.3 Which is obtained by the recipient from a third party having free right of disposal of such information, save as a result of a breach of Clause 9.1;

9.2.4 The disclosure of which is authorized in writing by the disclosing party;

9.2.5 Where disclosure is required by law, by NCC or by any other relevant regulatory or governmental authority; or

9.2.6 Which is properly disclosed in order to obtain or maintain any listing on any recognized stock exchange.

9.3 Each party shall ensure that the confidentiality provisions of this agreement bind all its employees and agents and shall indemnify the other party against loss or damage suffered as a result of a breach of confidence by employees or agents.

9.4 Vezeti shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User if formally required to do so by NCC or any other regulatory or governmental body or any law enforcement agency.

9.5 The provisions of this Clause shall survive the termination of this agreement.

10. PROVISION OF SERVICES AND WARRANTIES

10.1 Vezeti cannot and does not guarantee a fault free service. Vezeti gives no warranty that its network or Services shall be continuous, or will be free from faults. Vezeti will, however, take steps to ensure its network and Services are reasonably fault free, and that service is reasonably uninterrupted.

10.2 In addition to Clause 10.1, Vezeti gives no warranty or guarantee that the

Service is satisfactory or suitable for the Customer’s purposes, or that the Service shall be uninterrupted or fault free. All warranties relating to the Service, including implied warranties, are excluded to the extent permissible by law.

10.3 The Customer acknowledges that:

10.3.1 No representation, warranty or statement, other than detailed in this agreement, constitutes a contract between the Parties, nor has induced the Customer to use Vezeti.

10.3.2 The Service provided by Vezeti was not designed with the Customer’s individual requirements in mind, and it is up to the Customer to decide if the Service provided by Vezeti is of satisfactory quality and fit for the purpose for which it is to be used.

10.3.3 Vezeti may rely on third parties to deliver calls to and from its network to other networks where direct connection may not be available, and therefore Vezeti can have no liability of whatever nature for any delay or failure caused by such third parties.

10.4 In the event that the Customer wishes to provide its own equipment, or provide leased lines to connect to its equipment, this shall require the prior consent of Vezeti, and mutual agreement of any charges that the Customer shall pay to Vezeti.

The Customer is solely responsible for any costs in relation thereto including, without limitation, the installation, delivery and maintenance of such equipment. Vezeti shall have no liability whatsoever for any lines or equipment provided at the Site by the Customer.

10.5 Neither the products nor the software are intended to support or carry emergency calls to any type of hospitals, law enforcement, medical care unit or any other kind of services that connect a user to emergency services personnel or public safety answering points (“emergency services”). You acknowledge and agree

that: (i) Vezeti is not required to offer access to Emergency Services under any regulations or law (ii) it is your responsibility to purchase, separately from the products, traditional wireless (mobile) or fixed line telephone services that offer access to emergency and (iii) the software and the products are not a replacement for your primary telephone service.

11. LIMITATION OF LIABILITY

11.1 Except where otherwise expressly stipulated in this agreement the following provisions set out the entire liability of Vezeti (including liability for the acts and omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

11.1.1 Any delay or default in the provision of the Services;

11.1.2 Any use made by the customer of the Services; and

11.1.3 Any representation, statement or tortious act or omission (including negligence) arising under or in connection therewith.

11.2 Nothing in this Agreement limits or excludes the liability of Vezeti:

11.2.1 For death or personal injury resulting from negligence; or

11.2.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Vezeti.

11.3 Subject to Clause 11.2 above Vezeti shall not be liable for:

11.3.1 Any indirect, incidental, special, consequential or pure economic loss, costs, damages, charges or expenses; or

11.3.2 Interrupted communications; or

11.3.3 Loss or corruption of data or information; or

11.3.4 Any delay in the provision of the Service or in rectifying a fault with the Service.

11.4 Subject to Clause 11.2 above, Vezeti’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount of revenue received by Vezeti from the Customer in the month previous to the month in which the liability was incurred, but in no event shall exceed N2,250,000.00 for any one event or series of events.

11.5 The provisions of this Condition shall apply notwithstanding termination or expiry of this agreement.

11.6 Except as otherwise stated the Customer’s only remedies for any

breach of this agreement shall, at Vezeti’s sole discretion, be:

11.6.1 Correction in a reasonable time scale of any fault;

11.6.2 Replacement of the Service supplied.

11.7 Vezeti shall have no liability to the Customer in respect of any demand or claim where

11.7.1 The demand or claim arises as a result of the Customer’s negligence, misconduct or breach of this agreement;

11.7.2 The Customer does not immediately notify Vezeti of any claim or loss;

11.7.3 The Customer does not give Vezeti full authority to deal with the claim, or does not provide all information requested by Vezeti and complete and proper co-operation for Vezeti to defend the claim.

12. INDEMNITY

12.1 Without prejudice to any other indemnity referred to in this or any other agreement, the Customer agrees to indemnify Vezeti and its Associated Companies, officers and employees against any claim or demand, including any made by a third party, arising out

of the Customer or its End User use of the Services and all costs relating thereto.

12.2 The Customer agrees to indemnify Vezeti, and its Associated Companies, officers and employees against any claim or demand arising from any act of the Customer or third party including but not limited to any claim in relation to

12.2.1 A breach or allegation of breach of the terms of this agreement;

12.2.2 Negligence, misconduct or any allegation of negligence or misconduct on the part of the Customer or any third party;

12.2.3 Marketing or promotional activities undertaken by or on behalf of the Customer;

12.2.4 The service content provided or marketed by or on behalf of the Customer.

12.2.5 The customer agrees to indemnify Vezeti of any CLI Masking or International call refiling traced to its trunk with Vezeti.

12.2.6 This agreement is non exclusive and customer agrees that end users may sign similar agreement directly with Vezeti.

13. FORCE MAJEURE

13.1 Vezeti shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control including but not

limited to any act of God, inclement weather, storm, flood, drought, lightning, fire, war, military operations or riot, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, damage to or loss of equipment or interruption, disruption, cease, failure or delay in any service provided to Vezeti by any third party, including any governmental or regulatory authority or any provider of electronic communications networks or services.

14. GENERAL

14.1 This agreement, along with the Schedules, Rate Sheets, Price Lists and any covering letter, represents the entire understanding between the two Parties and supersedes all previous agreements between the Parties relating to its subject matter.

14.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in this agreement.

14.3 Vezeti’s rights and powers under this agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this agreement is not enforceable it will not affect the remainder.

14.4 All notices shall be sent in accordance with Clause 16. The Parties must notify each other in writing of any change of address.

14.5 Nigerian Law applies to this agreement and all of its Schedules. Both Parties hereby submit to the exclusive jurisdiction of the Nigerian  Courts.

14.6 Both Parties agree that they have no joint venture, partnership, or agency relationship as a result of this agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.

14.7 No waiver by either party to enforce its rights in relation to any breach of this agreement shall be considered as a waiver of such rights relating to any subsequent breach of the same or any other provision.

14.8 Reserves the right to vary any provision in this agreement from time to time. Vezeti shall provide the Customer with 30 days of written notice of any change to the terms of this agreement.

14.9 Nothing in this Agreement shall be construed as limiting Vezeti’s marketing or distribution activities in any manner or its ability to contact End Users directly at any time during and after the term of this Agreement.

14.10 End users of Vezeti DIDs have unreserved right to Number portability from one Vezeti customer to another Vezeti customer or directly to Vezeti portal. The releasing customer accepts the end user’s right to do so without any notification.

15. NON SOLICITATION

15.1 During the term of this agreement and for a further period of 12 months after its termination howsoever caused, neither party will employ or entice to leave or otherwise contract with staff or properly contracted agents of the other party without prior written consent of the first party upon each occasion.

15.2 In the event that a party breaches the above clause, then the party in breach will pay the other by way of liquidated damages an amount equal to one-half of the final gross salary or gross commission as the case may be of the other person so employed engaged or contracted. The Parties hereby acknowledge and agree that this formula is a reasonable assessment of the costs or loss of income which would be incurred as a result of the other party’s breach.

16. NOTICES

16.1 Any notice or other document to be given to a party under or in connection with this agreement shall be in writing and shall be sent by first class post, facsimile message or email to the other party at the address, fax number or email address specified in this clause or notified to the other party from time to time.

16.2 The address for delivery of a notice are as follows:

Vezeti Services Limited

For the Attention of: Billing Department

Address: Garnet Building, 2nd Floor, KM 14 Lekki-Epe Expressway, By Igbo Efon Roundabout, Lekki Peninsula, Lagos, Nigeria.

Fax Number: 01 888 2000

Email Address: admin@vezeti.com

16.3 Any such notice or document shall be deemed to have been served:-

16.3.1 If sent by facsimile, upon receipt of the appropriate answer back code; or

16.3.2 If posted, on the fifth business day following that on which the envelope containing the same shall have been put into the post; or

16.3.3 If by email, at the time and date specified on the email, subject to confirmation of receipt by a Vezeti employee.

16.4 To prove delivery, it is sufficient to prove that:

16.4.1 If sent by post, the envelope containing such notice or document was

properly addressed and posted as a prepaid first class letter;

16.4.2 If sent by fax, the notice or document was transmitted by fax to the fax number of the party; or16.4.3 If sent by email, that the correct email address.