Console Terms and Conditions

"Account" means the user account created by the CUSTOMER on the Platform following

"Agreement" means these Terms and Conditions, together with any policies incorporated by reference, including LAYER3's Privacy Policy.

"Credits" means the pre-purchased units of monetary value loaded into the CUSTOMER's

"Cloud Resources" means the virtual infrastructure services made available through the Platform, including Virtual Machine instances, Object Storage, Block Storage, Kubernetes Clusters, Floating IP Addresses, Virtual Networks/VPCs, and Load Balancers, as may be

"CUSTOMER Data" means any electronic data, content, or information uploaded, submitted,

"Effective Date" means the date on which the CUSTOMER completes registration and

"Pay-As-You-Go" means the billing model under which the CUSTOMER pre-purchases Credits and is charged for actual Cloud Resource consumption on an hourly, daily, or monthly

"Platform" https://console.layer3.cloud built on OpenStack VHI, through which Cloud Resources are

"Suspension" means the temporary restriction of the CUSTOMER's ability to deploy or access

"Termination" means the permanent closure of the CUSTOMER's Account and deletion of

"Wallet" means the prepaid credit balance associated with the CUSTOMER's Account,

The CUSTOMER agrees that to access the Platform, the CUSTOMER must complete the self-service registration process, which includes:

• a. providing a valid email address and creating a secure password;
• b. LAYER3 reserves the right to request additional identification, business registration documents, or other verification information at any time. LAYER3 may suspend or restrict access where such information is not provided or where fraudulent activity is suspected.
• c. completing OTP-based email verification as issued by the Platform;
• d. accepting these Terms and Conditions and all applicable policies; and
• e. funding the Account Wallet with a minimum Credit balance prior to provisioning any Cloud Resources. The CUSTOMER represents and warrants that all information provided during registration is accurate, current, and complete. The CUSTOMER shall promptly update such information to maintain its accuracy. Account registration is open to individuals and corporate entities. Where the CUSTOMER is a corporate entity, the representative completing registration warrants that they are duly authorised to bind the entity to this Agreement. LAYER3 reserves the right to reject any registration application or suspend any Account where there are reasonable grounds to believe that the information provided is false, misleading, or in breach of this Agreement. The CUSTOMER is responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their Account. The CUSTOMER shall immediately notify LAYER3 at support@layer3.com.ng of any unauthorised access or suspected compromise of Account credentials. Accounts that are registered but have no Cloud Resources deployed shall remain active indefinitely until the CUSTOMER elects to close the Account. LAYER3 shall not delete dormant Accounts without providing the CUSTOMER with prior written notice of at least thirty (30) days.

Subject to the CUSTOMER's compliance with this Agreement and the maintenance of a positive Credit balance, LAYER3 grants the CUSTOMER a non-exclusive, non-transferable right to access and use the Platform solely for the CUSTOMER's own internal business or

The CUSTOMER's right to use the Platform shall not extend to:

• a. reselling, subletting, brokering, or otherwise making the Platform available to any third party without LAYER3's prior written consent;
• b. reverse engineering, decompiling, or attempting to extract the source code of any software underlying the Platform;
• c. using the Platform in any manner that violates applicable law, including the Nigeria Data Protection Act 2023, or any other applicable legislation;
• d. loading the Platform with automated scripts or bots in a manner that disrupts service availability or exceeds reasonable usage parameters;
• e. storing, transmitting, or processing any unlawful, defamatory, or malicious content through the Platform.

configuration, management, and security of the Cloud Resources they deploy, including operating system updates, security patches, and application-level security controls.

LAYER3 is responsible for the security and integrity of the underlying physical infrastructure, network, and hosting environment.

LAYER3 may update, modify, or enhance the Platform features and services from time to

The Platform operates on a Pay-As-You-Go model. There are no fixed subscription fees, minimum commitments, or periodic invoices under this Agreement.

Prior to provisioning any Cloud Resource, the CUSTOMER must fund their Wallet by

Credits may be purchased in amounts ranging from ₦1,000.00 (One Thousand Naira) to ₦10,000,000.00 (Ten Million Naira) or such other amounts as LAYER3 may specify from time

Payment may be made by debit card, bank transfer, or wallet top-up through the approved hour, per day, or per month as applicable). The CUSTOMER acknowledges that Credits shall

prepaid, and all charges are inclusive of applicable taxes as at the date of purchase. Where taxes are introduced, increased, or otherwise become applicable by law, LAYER3 may adjust economic changes, including foreign exchange fluctuations exceeding 5%, regulatory changes, or inflation impacts. Any price changes will be communicated to the CUSTOMER with at least thirty (30) days' notice via email or Platform notification. Price revisions shall not

Where a payment is reversed, disputed, or determined to be fraudulent, LAYER3 may

The Platform shall continuously monitor the CUSTOMER's Credit balance. Low balance notifications and exhausted balance alerts shall be dispatched to the CUSTOMER's

Where the CUSTOMER's Credit balance is exhausted, the following lifecycle shall apply:

• a. Immediately upon credit exhaustion: all active Cloud Resources shall be suspended and the CUSTOMER will lose access to deploy new resources. Existing deployed resources will be retained in a suspended state.
• b. After seven (7) days of continuous zero credit balance: the Account shall enter Freeze Mode. In Freeze Mode, the CUSTOMER's resources are retained but inaccessible pending top-up.
• c. After fourteen (14) days of continuous zero credit balance: the Account shall be placed in full Suspension. LAYER3 shall issue a final warning notification to the CUSTOMER's registered email address.
• d. After thirty (30) days of continuous zero credit balance: the Account and all associated Cloud Resources and CUSTOMER Data shall be permanently deleted and the Account shall be terminated. This action is irreversible. The CUSTOMER may avert suspension or termination at any stage in the lifecycle described in Clause 5.2 by topping up their Wallet with sufficient Credits. Upon successful top-up, the Account shall be restored to active status and suspended resources shall be reactivated.

LAYER3 shall send notifications to the CUSTOMER's registered email address at each stage to ensure their registered email address is current and that LAYER3's notifications are not

The CUSTOMER may voluntarily shut down individual Cloud Resources, delete specific resource components, or terminate their entire Account at any time through the Platform the CUSTOMER. Credits purchased by the Customer are non-refundable, upon termination of the Account, any unused Credit balance shall be forfeited. consumption, the remaining deployed resources shall continue to consume Credits at their determines that the resource poses a threat to the security, integrity, or availability of the Platform, other customers, or third-party networks. In such scenario the CUSTOMER will be

Platform. LAYER3 shall not access, disclose, or use CUSTOMER Data except as necessary to infrastructure, including:

• a. controlled and monitored single points of entry into data centre facilities;
• b. access to servers via encrypted channels and behind secure firewalls;
• c. surveillance and access logging within the hosting facility; and
• d. regular security assessments of the hosting environment. The CUSTOMER is responsible for all security measures at the application and data level, including:
• a. configuration and patching of guest operating systems and applications deployed on Cloud Resources;
• b. implementing secure and unique passwords for Platform access;
• c. enabling two-factor authentication (2FA) on their Account; and
• d. taking reasonable steps to prevent malicious data exfiltration, accidental exposure, or malware insertion.

Audit logs of CUSTOMER account activity, provisioning actions, and resource consumption

Unless expressly purchased as a managed service, disaster recovery, business continuity planning, backup verification, and recovery testing remain the responsibility of the

LAYER3's processing of personal data collected through the Platform is governed by LAYER3's Privacy Policy, available at https://www.layer3.ng/legal/privacy-policy, and is subject to the their own application-level backups unless they separately purchase LAYER3's managed reassigned, modified, or withdrawn as operational requirements dictate.

equal to 99.5% and 95% and 90% and 85% and 60%

50% and an option for

Service credits shall be applied to the CUSTOMER's Wallet and may not be redeemed as

• a. the CUSTOMER's acts or omissions;
• b. scheduled maintenance communicated in advance;
• c. events of Force Majeure; or
• d. third-party connectivity issues outside LAYER3's reasonable control. Service credits under this clause shall only be available to the CUSTOMER where the CUSTOMER has maintained an active Account with continuous Credit consumption for a period of not less than thirty (30) days immediately preceding the downtime event giving rise to the claim. For the avoidance of doubt, where the CUSTOMER's total active usage period on the Platform is less than thirty (30) days at the time of the incident, regardless of the volume of Credits purchased or consumed, the CUSTOMER shall not be entitled to claim service credits under this Agreement.

The CUSTOMER may report faults, raise service requests, or escalate issues through the Upon logging a fault, a support ticket shall be issued and the CUSTOMER shall be kept

LAYER3's support team shall respond to all reported incidents within thirty (30) minutes of the fault being logged, whether within or outside normal business hours. Where a fault cannot be resolved within this initial response window, the escalation process shall be

LAYER3 may terminate a CUSTOMER's Account in the following circumstances:

• a. where the CUSTOMER's Credit balance has remained at zero for thirty (30) continuous days, in accordance with the lifecycle described in Clause 5.2;
• b. where the CUSTOMER commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of written notice from LAYER3; or
• c. where required by applicable law, court order, or regulatory directive.

Upon termination of the Account (whether voluntary or by LAYER3), all CUSTOMER Data and CUSTOMER, upon termination of the Account, any unused Credit balance shall be forfeited. before initiating Account termination. Following termination, the CUSTOMER's data and backups may be retained by LAYER3 for a period of thirty (30) days, during which the CUSTOMER may request restoration of such data and/or reactivation of the Account, subject to payment of any applicable restoration, reactivation, or outstanding fees. Upon expiry of the thirty (30) day retention period, all retained data, backups, and associated resources may

Where termination results from credit exhaustion following the lifecycle in Clause 5.2, no

Clauses relating to limitation of liability, intellectual property, confidentiality, data obligations, and governing law shall survive termination of this Agreement.

LAYER3 warrants that it shall provide the Platform services with reasonable skill, care, and

Except as expressly stated in this Agreement, the Platform is provided "as is" and without

warranties of any kind, whether express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. LAYER3 does not warrant that the Platform will be uninterrupted, error-free, or free of harmful

Where the Platform does not function substantially in accordance with its described

functionality, LAYER3 shall, at its discretion, (a) modify the Platform to remedy the non-conformance, or (b) provide a reasonable workaround. If neither option is commercially feasible, either party may terminate the Agreement upon thirty (30) days' written notice.

Neither party shall be liable under this agreement for any indirect, special, incidental,

goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the other party has been

LAYER3's total aggregate liability to the CUSTOMER for direct loss, cost, claim, or damages

LAYER3 shall indemnify the CUSTOMER from any damages (including reasonable legal costs)

arising from any third-party claim that the CUSTOMER's use of the Platform as expressly indemnity shall not apply where the infringement arises from the CUSTOMER's modification of or combination with the Platform without LAYER3's written consent.

The CUSTOMER shall indemnify and hold harmless LAYER3, its affiliates, directors, and

claim related to: (a) CUSTOMER Data, including any infringement of third-party rights; (b) the CUSTOMER's breach of this Agreement; or (c) the CUSTOMER's unlawful or unauthorised use

LAYER3 retains all intellectual property rights in and to the Platform, including its software,

documentation, interfaces, and all underlying technology. Nothing in this Agreement

The CUSTOMER retains all intellectual property rights in and to CUSTOMER Data. The

CUSTOMER grants LAYER3 a limited, non-exclusive licence to access and process

The CUSTOMER shall not export or re-export any Platform software, documentation, or

Each party agrees to keep confidential all non-public information received from the other

Confidentiality obligations shall not apply to information that:

• a. is or becomes publicly available through no fault of the receiving party;
• b. was already known to the receiving party prior to disclosure;
• c. is independently developed by the receiving party; or
• d. is required to be disclosed by law or regulatory authority.

Confidentiality obligations shall survive termination of this Agreement.

Notwithstanding the confidentiality obligations in this clause, LAYER3 reserves the right to

monitor CUSTOMER usage of the Platform, review audit logs, and investigate suspected abuse, security incidents, or breaches of this Agreement. CUSTOMER's Data or Account applicable law, court order, or regulatory authority, or to the extent necessary to remediate a

Agreement to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, government actions, national grid failures, or internet backbone disruptions.

LAYER3 reserves the right to amend these Terms and Conditions from time to time. The

Continued use of the Platform after the effective date of any amendment shall constitute the

CUSTOMER's acceptance of the revised Terms. Where a CUSTOMER does not accept the revised Terms, they may terminate their Account in accordance with clause 9 before the

The CUSTOMER may not assign, transfer, or sub-license their rights or obligations under this

Agreement without LAYER3's prior written consent.

LAYER3 may assign its rights and obligations under this Agreement in connection with a

merger, acquisition, corporate restructuring, or sale of substantially all of its assets, provided that the assignee assumes all of LAYER3's obligations under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the

The English language shall prevail in the event of conflict.

Any dispute arising from or in connection with this Agreement which the parties are unable

This Agreement constitutes the entire agreement between the parties with respect to the

If any provision of this Agreement is found to be invalid or unenforceable by a court of

No failure or delay by either party to exercise any right or remedy under this Agreement shall

Notices under this Agreement shall be sent to the CUSTOMER's registered email address and

CUSTOMER represents that it is not subject to sanctions or restrictions imposed by any