Terms and Conditions - MainOne SOHO

This Agreement is entered into between you as our customer (“Subscriber”, “you”, “your”, “yours”) and Main One Cable Company Nigeria Limited (“MainOne”, “we”, “our”, “us”) and includes these Terms and conditions, our Acceptable Use Policy ("AUP") at www.mainone.net/acceptable-use-policy-ip-and-internet-services/, and our Privacy Policy located at www.mainone.net/data-privacy-and-protection-policy/ (collectively “Agreement”). By accepting this Agreement, you acknowledge that you have read, understood, and agree to comply with these Terms and Conditions, which may be updated by us from time to time. Your acceptance of this Agreement occurs by and upon the earliest of: (a) submission of your order; (b) your acceptance of the Agreement electronically or in the course of installation pursuant to your request; (c) your use of the Service: or (d) your retention of the Equipment.

The following terms apply to all Services (as defined below):

DEFINITIONS AND INTERPRETATIONS

In these Terms and Conditions, the following terms have the following interpretations set opposite them save the context determines otherwise:

Force Majeure means acts of God, acts of government, acts of third parties, proclamations, regulations or appropriations, strikes, picketing, boycott, lockouts or other industrial disturbances, interference by any government agency or official (whether legal or illegal), acts of public enemies, fibre cuts, sabotage, vandalism, blockades, embargoes, wars, revolutions, insurrections or riots, national emergency, epidemics, landslides, fires, storms, floods, explosions, civil commotion, invasion, threat of or preparation for war, fire, earthquake, subsidence, epidemic, pandemic or any other similar cause beyond the control of a Party to this Agreement and which is not reasonably foreseeable at the date of this Agreement but does not apply to payments of monies due or owed.

Monthly Subscription Cycle means 30 days period commencing from the Service Ready Date or the renewal date of the Subscriber’s Service Plan.

Network means the telecommunications network operated by MainOne and used to provide the Services.

Party means either the Subscriber or MainOne and “Parties” should be construed accordingly.

Premises means the location prescribed by the Subscriber where the Service will be delivered.

Intellectual Property Rights means any copyright, extended or revived copyright, design right, registered design right, patent, performer’s right, trade mark, database right or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar registerable rights in any part of the world.

Services means any telecommunications services, internet services and any other services provided by MainOne or its affiliates to the Subscriber.

Service Plan means (a) Soho 15; (b) Soho 25; (c) Soho Home Wi-Fi Add-on, and such other add-ons and plans as MainOne or its affiliates may make available to the Subscriber.

Service Fees means sums payable by the Subscriber for the Services as prescribed by MainOne from time to time.

Service Provider means any third party used by MainOne to provide the Services.

Subscription Period means the (a) Monthly Subscription Cycle or (b) extended Services term commitment duly paid in advance, as may be renewed from time to time.

PROVISION OF SERVICES

This Agreement will be effective from the Acceptance date and shall continue unless as permitted herein. You agree to maintain your Service for the duration of that Subscription Period, including any renewal terms, Your Subscription Period begins from the date provisioning of your Service is complete ("Service Ready Date"), which will be the due date established by MainOne (after the Equipment has been delivered) or the date of renewal of your Service Plan. Depending on the Service Plan selected, your Subscription Period will, unless renewed, either expire at the end of the Monthly Subscription Cycle or the minimum term commitment period.

You understand that the speed and bandwidth available to each computer or device connected to the network will vary depending upon your Service Plan, the number and types of computers or devices using the Service and the type of use (e.g. streaming media or downloading larger files), as well as based on Network congestion and the speed of servers you access on the Internet, among other factors. The speed of the Service will vary based on Network or Internet congestion, your computer configuration, and the wiring inside your location, among other factors. We will use all reasonable care and skill in providing the Services to you in accordance with the highest industry standards and applicable law.

We may need to carry out maintenance activities on our Network from time to time and we will endeavour to notify you of such maintenance activities in advance and we will try limit the Service interference that you may experience.

As a law-abiding organisation, we will provide the Service in accordance with all laws and regulations applicable to the Service and with reasonable skill, diligence, and care. Other than as expressly set out in these Agreement, neither MainOne nor its service providers make any other warranties about the services, including any equipment provided to you by MainOne or Service Providers. We provide the Service and Equipment “as is.” To the extent permitted by law, we exclude all other warranties not specified in this Agreement.

You hereby agree to comply with all laws and regulations with respect to the use of the Services.

SERVICE FEES AND PAYMENTS

You agree to pay all requisite Service Fees (which shall include a non-refundable, non-recurring installation fee) to us as they arise, in the manner advised by us and in accordance with your Service Plan.

All Service Fees shall be paid in advance through the available bank channels (including bank-linked electronic payment) prescribed by MainOne from time to time.

We will be constrained to suspend or cancel the provisioning of the Service to you if you do not pay the Service Fees on or before the applicable due date (or such other extended date as advised in writing by MainOne, if any).

Please ensure that you provide us with accurate and up-to-date information at all times as we will not be responsible for any additional Service Fees incurred as a result of inaccurate information given by you with respect to your bank and account details.

All Service Fees shall be made free and clear of and without deduction for or on account of tax or any other deduction, statutory or otherwise. In the event that you are required by law to make a payment subject to deduction or withholding of tax, you shall ensure that MainOne receives the Service Fees it would have received had no such deduction or withholding been made or required to be made.

We may need to vary the Service Fees from time to time and we will give you notice of any changes in the rate of the Service Fees. Changes to the Services Fees will not apply to a Subscription Period until the next renewal date following the notice of the change. Your continued use of the Service after a price change constitutes your acceptance of the price change. If you change your Service Plan or your Subscription Period, you agree to pay the applicable Service Fee that may apply to your new Subscription Period.

You acknowledge that any payment made by you towards your monthly bill or for any reason whatsoever, may be used to set off any outstanding sum(s) that you may owe to us.

SERVICE INSTALLATION AND CIVIL WORKS

We may have to carry out some civil works within and around your Premises in order to provide the Service and will use reasonable effort to restore the Premises to the similar condition immediately prior to the civil works. You therefore undertake that you have the required authority to grant us the necessary access and license to permit us, when required, to lay underground conduit, affix transmitting equipment within and around the perimeters of the Premises, use existing wiring chambers and/or ducts in and around the Premises for the provisioning of the Service. You agree that you will hold MainOne harmless from any claim by any third-party arising directly or indirectly from the civil works carried out by us for the provisioning of the Service to you. You agree that we will not be liable to compensate you or any other person claiming through you, as a result of the activities carried out in this clause.

You agree to grant us all necessary access to the Premises where Service is to be provisioned to enable us, bring upon, install, maintain, and remove the Equipment.

If you rent or otherwise do not own the Premises, you represent and warrant that you are authorized by the property owner to order the installation, and you acknowledge that you may be asked to provide written evidence that you have received all permissions necessary for MainOne to perform installation services. You shall indemnify MainOne for any costs or losses, including legal fees, incurred by MainOne for your failure to get the necessary authorization(s).

CHANGES TO THE SERVICE/ SERVICE PLAN.

You may downgrade or upgrade your Service Plan before the end of your Subscription Period to take effect at the end of the Monthly Subscription Cycle. In the event you upgrade your Service Plan, additional charges will apply, subject to the terms and conditions for the new Service plan.

We reserve the right to make changes to the Service (or any part thereof), at any time with or without notice to you. If such a change materially and adversely affects your use of the Service, and we cannot reasonably mitigate the impact, then, as your sole and exclusive remedy, you may terminate the Service without further obligation.

ACCEPTABLE USE OF THE SERVICES

You agree not to use, or permit others to use, the Service in ways that (i) violate any law or applicable regulation, this Agreement or our Acceptable Use Policy or our other policies. Specifically, you shall not use the Services or permit the Services to be used:

to harass, intimidate, threaten, and/or defame any person.

for any improper, immoral, fraudulent, or unlawful purpose.

for the transmission of any material which is defamatory, offensive, abusive, obscene, or menacing in character.

in a manner which infringes the rights of any third party.

in a manner which may injure or damage any person or property or cause the quality of the Services to be impaired.

to access any age restricted service unless you satisfy the age requirements. You must also not use Our Services to disseminate age restricted material to any person who is below the required age.

You shall not obtain or attempt to obtain the Services by any device with intent to avoid payment.

You must keep all information received via the Service secure and where required, use security passwords to further safeguard access to such information. Any breach of this condition may result in denial of access to the Services.

You shall comply with all reasonable instructions, notices and directions issued by us from time to time in relation to the Services and the Equipment.

You acknowledge that the Service is intended for personal use only. You agree not to resell or repackage or make available the Service to anyone outside the Premises where it is provisioned.

You also acknowledge and agree that any Equipment deployed by us for the Service shall at all times remain our property, and you undertake that you will not restrict or refuse us from accessing or removing such Equipment from the Premises at the expiration, cancellation, suspension, termination of the Service, or for maintenance purposes.

EQUIPMENT

Unless explicitly sold to you in writing, we own all equipment provided in connection with the Service. If the Equipment is lost or damaged whilst in your possession, we may charge you a fee for the replacement of the Equipment. Equipment fees may be subject to change.

You hereby agree that upon termination of the Service, we may take possession of the Equipment from your Premises. You further undertake that if we are denied access to the Premises for the removal of the Equipment, we reserve the right to charge you a fee for the sale of the Equipment.

Subscriber shall report any damage to or fault with the Equipment to MainOne and shall not in any way or for any reason attempt to fix, modify, or gain access into Equipment, without our express written consent.

CONFIDENTIALITY

You agree to use all reasonable endeavours to keep secret all Confidential Information and will not disclose such Confidential Information to any third party save as permitted under this Terms and Conditions.

The provisions of this clause 5 shall not apply to information which:

is or has already been independently generated by the Subscriber; or

is disclosed to satisfy a legal demand by a competent court of law or governmental, regulatory authority or similar body in which event the Subscriber shall give at least seven (7) days’ notice to us prior to such disclosure; or

is disclosed pursuant to any applicable law or regulation; or

is authorized to be disclosed by us in writing but then only to the extent of the authority given.

PRIVACY POLICY

- We recognize the importance of protecting the privacy of all information provided by users of our Services and shall endeavour to keep your information private and confidential.

You acknowledge that by using the Services, some of your personal or personally identifiable information will be collected by us and may be passed on to third parties. This information may include: your name, address, job title, telephone number, email address and financial information necessary to conclude contracts and enable administration and management of Services, or products to which you intend to or have subscribed. The type of information collected will depend on the nature of the product or Service demanded. We shall only collect information that is necessary for the provision of the Services or products that you have subscribed to or to comply with statutory or regulatory or administrative obligations. You hereby consent to and authorize us to keep and compile records of the aforementioned information and to release same as may be necessary for the efficient provision of the Services or products as well as to relevant regulatory, governmental and security agencies as may be required under applicable laws.

Where applicable to you, you hereby grant to us the right to make enquires of any credit record with any relevant financial institution and/or credit reference agency and/or any other party to confirm your creditworthiness.

You grant to us the right to share information relating to you and your use of the Services with our Service Providers and any lawful authority.

LIMITATIONS OF LIABILITY

- You hereby agree that your use of the Services is on an “as is” and “as available” basis and, to the maximum extent permissible by law, we exclude warranties and conditions of all kinds, either express or implied.

WE SHALL NOT BE LIABLE TO YOU OR ANYBODY CLAIMING THROUGH YOU FOR ANY LOST PROFITS PERSONAL INJURY OR LOSS, OR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT HOWSOEVER ARISING IN RESPECT OF THE SERVICES. LOST PROFITS INCLUDE BUT ARE NOT LIMITED TO LOST REVENUES AND LOSS OF BUSINESS OPPORTUNITIES, WHETHER OR NOT YOU WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THE DAMAGES.

We are not responsible for unauthorized third-party access to, use of, alteration, theft or destruction of your data, programs or other information howsoever occurring.

We are also not responsible or liable for the content of any information transmitted, accessed, or received by you through your subscription to the Services.

INDEMNIFICATION

You agree to indemnify and defend us, our directors, officers, employees, agents, and their successors, against all claims for damages, losses, liabilities, or expenses, including reasonable attorneys’ fees, arising out of:

Your failure to obtain permits, licenses, or consents that you are required to obtain to enable us to provide the Services to you.

Your breach of any Intellectual Property Rights as a result of your use of the Services.

Your transmission of, or transmissions by those authorized by you to use the Services, of data or messages over our Network, including, but not limited to, claims:

for libel, slander, invasion of privacy, infringement of copyright, or invasion or alteration of private records or data; or

based on the transmission and uploading of information that contains malware, or other destructive media or other unlawful content.

Your breach of the licensing requirements in relation to the software applications associated with the Services and any other services and products subscribed to by you.

Your failure to comply with any provision of this Agreement.

Your breach of any third-party Intellectual Property Rights.

Your infringement of patents arising from the use of equipment, hardware or software not provided by us with the Services and any other services and products subscribed to by you.

You agree to indemnify and keep us indemnified in full against all losses, costs, damages, claims, and expenses suffered or incurred by us arising from:

any default by you to repay us by the due date; and

all losses, proceedings, damages, and any other liabilities which may arise out of, or in consequence of any third-party claims.

NOTICES

Notices to will be considered to be received by you upon its dissemination through our prescribed channels, the email address associated with your account and on this website (soho.mainone.net).

On occasion, we (or our affiliates) may seek to contact you by telephone, emails or SMS text message at the landline and/or wireless phone numbers that you have provided to us. These communications may be about your SOHO service, responses to inquiries that you have made to us, or for other purposes, including marketing messages about other goods or services provided by MainOne or its affiliates. These calls or SMS text messages may be sent using an automatic telephone dialling system and may include the use of pre-recorded or artificial voices. Please note that you may be responsible for any charges from your telephone provider for these calls or SMS text messages.

Where you are required to send us a notice in connection with this Agreement or the Service, you may do so via the messaging channel on the SOHO Service portal on our website, or via email to ……………………………….

FORCE MAJEURE

No Party bound by these Terms and Conditions shall be liable for any Force Majeure Event.

Upon cessation of circumstances leading to the Force Majeure Event, the Party affected by such Force Majeure Event shall promptly notify the other of such cessation.

If the Force Majeure Event is not remedied within one month, either Party may terminate this Agreement forthwith upon providing written notice thereof to the other Party.

SUSPENSION AND TERMINATION OF SERVICES INITIATED BY US

We may suspend or terminate the Services in whole or in part at any time (without any liability) if:

You breach any term of this Agreement; or

You act in any way that may impair or jeopardize the operation of the Services or any part of our Network; or

You fail to pay any sum due to us; or

We are required to suspend or terminate the Services to comply with a law, instruction, request, or order issued by any court, government/regulatory agency, security agency, or any other competent legal authority; or

We are required to undertake repair or maintenance work on the Network; or

there is a Force Majeure Event;

if you don’t make payment for the Service for six (6) consecutive months (180 days); or

any other reason determined at the discretion of MainOne.

We reserve the right to charge a reconnection fee where your line has been suspended pursuant to clause 11.1.

We may terminate the Service (or any part thereof) in the event we cease to offer the Service generally or to your location. If we cease offering the Service (or any part thereof), we will give you advance notice.

You may terminate the Services to take effect at the end of a Subscription Period, with written notice to MainOne.

Any deposit or advance payment by you shall be applied to any outstanding amount due to us as of the termination date, if applicable.

Termination or expiration of the Service/Agreement for any reason, shall be without prejudice to any rights/ obligations which shall have accrued or continue in effect after, such termination or expiration.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and Conditions shall in all respects be governed by and construed and enforced in accordance with the laws of the Federal Republic of Nigeria.

The Parties shall use all reasonable endeavours to settle any dispute or difference of opinion between them, arising from or in connection with these Terms and Conditions amicably through mutual discussion.

Where the Parties are unable to amicably settle disputes in accordance with clause 12.2, either of the Parties may, where the claim does not exceed N1,000,000.00 (One Million Naira) and does not involve complicated issues of law and does not involve the likely examination of witnesses, submit the matter for resolution in accordance with the NCC Dispute Resolution Guidelines (available at http://ncc.gov.ng/index.php?). If the dispute involves a claim exceeding N1,000,000.00 or involves complicated issues of law or involves the likely examination of witnesses, either of the Parties shall submit the dispute to the courts in Nigeria for resolution.

SEVERABILITY

If any term in these Terms and Conditions is declared by law, regulation or a court of competent jurisdiction to be illegal or unenforceable, the validity of the remaining terms shall be unaffected and, if possible, the provisions of the clause may be modified to render it valid and enforceable, otherwise, the obligations of the Parties will be construed and enforced as if these Terms and Conditions did not contain that term.

ASSIGNMENT AND SUBCONTRACTING

We may transfer all our rights and obligations under this Agreement, to our affiliates, subsidiaries, and any third-party service providers without your consent.

We may subcontract the provision of elements of the Services to third party contractors. Such third-party contractors shall be responsible for compliance with all applicable laws and regulations in the provision of the Services. You agree that we shall not be liable for the breach or non-compliance by such third-party contractors of any applicable laws or regulations.

GENERAL

Unless otherwise stated by us, these Terms and Conditions supersede all previous understandings or prior arrangements whether oral or written, and all representations or other communications between you and us in respect of the Service.

You acknowledge and agree that your acceptance of these Terms and Conditions is based on your own judgment and have not relied in any way on a view expressed by us; You confirm that you have consulted with and obtained independent legal advice to the extent that you deem same necessary and that you are engaging our Services with a full understanding of these Terms and Conditions governing the Services.

VARIATIONS

We reserve the right, at our discretion, to vary these Terms and Conditions at any time to reflect changes to the law or to our Services. Please ensure that you regularly check these Terms and Conditions to be sure that you are up to date regarding the applicable Terms and Conditions. If you do not agree to the modified terms for a Service, you should contact us to change or terminate your Services and discontinue your use of the Service. By continuing to use our Services, you shall be deemed have read, understood, and agreed to be bound by the updated Terms and Conditions.

THIRDPARTY HARRASEMENT POLICY

MainOne maintains a strict policy prohibiting unlawful harassment against its employees or agents, including sexual harassment, in any form, including verbal, physical and visual harassment. Verbal or physical abuse and threats towards our staff will not be tolerated under ANY circumstances. We reserve the right to refuse Service to anyone who harasses, abuses of threatens our staff or agents who visit the Premises and will not hesitate to take all necessary actions permitted under the law.