These are the terms and conditions by which the Customer engages Layer3 Limited ("LAYER3") for the provision of the services described in this Agreement ("Service") and shall govern the Service in all material particulars.
Definitions
- "Agreement" – means the Service Order Form and this terms and conditions for Subscription Services and Professional Services.
- "Customer Data" – means any electronic information stored in the Software database or on Layer3's physical hardware.
- "Documentation" – means user documentation provided electronically by Layer3 for use with the Subscription Services, as periodically updated.
- "Hardware" – means the physical hardware whose functionality is described in the quotation for the Customer.
- "Professional Services" – means the training, consulting development, implementation and other professional services not including Subscription Services.
- "Statement of Work" means a document provided by LAYER3 and signed by the Customer that describes the Professional Services to be provided by LAYER3 to the Customer.
- "Software" – means the Software whose functionality is requested by the Customer.
- "Subscription Services" – means the hosted Customer experience solutions requested by the Customer and any modifications made by LAYER3 but does not include Professional Services.
- "Work Product" – means object code, source code, flow charts, documentation, information, reports, test results, findings, ideas and any works and other materials developed by Layer3 in providing the Professional Services to the Customer.
Agreement Duration
This Agreement starts on the date that the Customer signs the quotation and ends when LAYER3 no longer is obliged to provide the Customer with Subscription Services or Professional Services under any quotation.
Subscription Services
LAYER3 shall grant to the Customer a right to utilize the Subscription Services which shall be automatically upgraded and updated by the Customer or by LAYER3 with or without advance notification to the Customer.
The Software is located on servers that are controlled by Layer3. The Customer may access the Software but has no right to receive a copy of the object code or source code to the Software. The Customer shall have the responsibility to provide reliable internet and hardware compatible with the Subscription Services.
LAYER3 recognizes that the Customer may have legitimate business reasons for not upgrading to a new version of the Subscription Services as soon as the version becomes available. However, LAYER3 will not support old versions indefinitely. LAYER3 has a policy that sets out what happens when old versions reach end-of-life. When an old version used by the Customer is at end-of-life, LAYER3 may remove the Customer's access to that version and upgrade the Customer to a new version.
The Subscription Services provided to the Customer are non-exclusive, non-transferable (except as provided in clause 32), and are for the Customer's internal business use only. The Customer's right to use the Subscription Services shall be suspended when the following conditions occur:
- Sell, rent, lease or transfer to any other person any of its rights to use the Subscription Services.
- Make the Subscription Services available to anyone who is not an employee of the Customer, or a person whom the Customer has outsourced the services to, who is authorized to access the Software as either a named or concurrent user.
- Create any derivative works based upon the Subscription Services or Documentation.
- Copy any feature, design or graphic in or reverse engineer the Software.
- Load test the Subscription Services to test scalability or exceed the usage limits, or
- Use the Subscription Services in a way that violates the Law.
Data and Security
The Customer shall provide all data required for the Subscription Services and shall remain the property of the Customer. LAYER3 shall keep the Customer's Data confidential and shall use the Data strictly for the purpose of carrying out its obligations under this Agreement.
LAYER3 may observe and inform the Customer on its usage of the Subscription Services and make recommendations for improved usage. LAYER3 shall ensure that the data center containing Customer Data meets the following physical and electronic security requirements:
- Single point of entry and main access monitored with additional access for emergency purposes only.
- Surveillance cameras in the facility with log-in and access validation/ identity check.
- Creation of accounts only as verified by LAYER3 or subcontracted hosting provider.
- Access to servers via encrypted means and behind a secure firewall.
Professional Services
LAYER3 warrants that the Work Product will substantially conform to the Statement of Work; and the Professional Services will be performed with reasonable skill, care and diligence.
Where the Professional Services do not conform to the Statement of Work or are not performed with reasonable skill, care and diligence, LAYER3 shall re-perform the Professional Services to the extent necessary to correct the defective performance. If the re-performance by LAYER3 is impossible, the Professional Services may be terminated by the CUSTOMER providing a written notice.
Payment Terms
The Customer shall pay the fees listed in the quotation as agreed by both parties. The Customer shall pay an interest on any overdue payment at Nigerian Inter Bank Offer Rate ("NIBOR"), plus one percent (1%), compounded monthly, not to exceed the maximum rate permitted by law.
The Customer shall pay the charges for the Service in such manner described in this Agreement and all sums shall be inclusive of VAT and other applicable taxes.
Service Availability Guarantee
Monthly minimum service availability shall be calculated as follows:
| Category | Monthly Availability | Service Credit from LAYER3 |
|---|---|---|
| BONUS | Greater than or equal to 99.90% | 0.0% of Monthly charge |
| PENALTY | Between 99.89% and 95% | 5% of Monthly charge |
| Between 94.99% and 90% | 10% of Monthly charge | |
| Between 89.99% and 85% | 15% of monthly charge | |
| Between 84.99% and 60% | 40% of monthly charge | |
| Below 60% in any two consecutive months | 100% and an option for immediate termination |
Support and Contact
The Customer shall report all faults that come to its notice immediately to LAYER3's Customer Support at 09094529373, or via email to support@layer3.com.ng or Online Helpdesk at http://csportal.layer3.com.ng and a fault report ticket will be issued. Customer Support will keep the Customer informed of any impairment to a Service, and of the progress and plans being made to rectify it.
Privacy and Data Protection
LAYER3's privacy statement explains the way LAYER3 collects, uses and processes the Customer's personal data collected by LAYER3 under this Agreement. The Customer hereby agrees that LAYER3 can use such data in accordance with the terms of its privacy statement available at https://layer3.ng/privacy-policy/ subject to the Nigeria Data Protection Act 2023.
LAYER3 manages its own data backups, while the Customer is responsible for their data unless they purchase LAYER3's backup service, in which case LAYER3 handles setup and maintenance, but customers must monitor and test their backups.
Governing Law
This Agreement shall be governed by the Laws of the Federal Republic of Nigeria. Any dispute arising from the operation of this Agreement which the parties are unable to resolve by themselves within 14 days shall be submitted to Arbitration for resolution under the provisions of the Arbitration and Mediation Act, 2023.