Parties

This Subscription Agreement (the "Agreement") governs Customer’s acquisition and use of Services offered by Regfyl Technologies Ltd (“Regfyl/Company”)

 

By accepting this Agreement by: (a) clicking a box indicating acceptance; (b) executing an Order Form that references this Agreement; or (c) using the Services on a free trial basis, Customer agrees to the terms of this Agreement.  

“Customer” shall refer to such entity and its Affiliates that signs up for the Service. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to this Agreement. If the individual accepting this Agreement does not have such authority or does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Services.

If Customer is provided with access to the Services on a free trial basis, the section of this Agreement entitled “Free Access Subscriptions” will govern such access.

 

The Services may not be accessed for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Regfyl’s competitors are prohibited from accessing the Services, except with Regfyl’s prior written consent.

 

Regfyl and Customer may be referred to in this Agreement individually as a “party” and collectively as “parties”.

This Agreement is effective as of the date Customer accepts this Agreement.

 

1. DEFINITIONS

 

“Confidential Information” means code, inventions, know-how, product plans, and technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

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“Customer Data” means any data collected from or by the Regfyl Service on behalf of Customer and any data or content that Customer provides to the Regfyl Service.

 

“Customer Properties” means a website, application or other service owned and operated by Customer that uses the Regfyl Service.

 

“Regfyl Code” means the application programming interface (API) and/or other software code provided by Regfyl to enable use of the Regfyl Service.

 

“Regfyl Service” means Regfyl’s software-as-a-service platform for assisting with AML compliance, fraud, and financial crime prevention.

 

“Regfyl Technology” means the Regfyl Service, any other Regfyl products and services, and all related or underlying documentation, technology, code, Aggregate/Anonymous Data, logs, product usage data, know-how, logos, materials, and templates (including anything delivered as part of support or other services), and any updates, modifications or derivative works of any of the foregoing (including as may incorporate any Feedback).

 

“Order Form” means any Regfyl ordering documentation, online sign-up, or subscription flow specifying the Services to be provided under this Agreement and applicable Fees, that is entered into between Customer and Regfyl. By entering into an Order Form, a Customer Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

 

“Term” means the initial term for the applicable Regfyl Service specified on an Order Form, and each subsequent renewal term (if any).

 

“Third-Party Product” means any content, documentation, applications, integrations, software, code, online services, systems, other products not developed by Regfyl.

 

2. ACCOUNT REGISTRATION AND USE

 

Customer may need to register for a Regfyl account in order to use the Regfyl Service. Account information must be accurate, current, and complete, and will be governed by Regfyl’s Privacy Policy (currently available at https://www.regfyl.com/privacy). Customer agrees to keep this information up-to-date so that Regfyl may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials for the Regfyl Service are kept strictly confidential and not shared with any unauthorized person. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify Regfyl promptly of any breach of security or unauthorized use of its account.

 

3. USE RIGHTS

 

3.1. Use of Regfyl Services. Subject to the terms and conditions of this Agreement, Regfyl grants Customer a non-exclusive, non-transferable, non-sublicensable right and license during the applicable Term to access and use the Regfyl Service, solely for Customer’s internal business purposes. The Regfyl Service may require installation of Regfyl Code within Customer’s development environment. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Regfyl Code.

 

3.2. General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Regfyl Service to a third party; (ii) modify or create a derivative work of the Regfyl Service or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Regfyl Service (including Regfyl Code), except to the extent expressly permitted by applicable law and then only with advance notice to Regfyl; (iv) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Regfyl Service; (v) access the Regfyl Service for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Regfyl Service for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (vii) remove or obscure any proprietary or other notices contained in the Regfyl Service, including in any reports or output obtained from the Regfyl Service.

 

3.3. Customer Obligations. Customer agrees to: (i) maintain a privacy policy on its Customer Properties; (ii) provide all required disclosures to its Customer’s end users (if necessary) and obtain any necessary rights, releases, and consents to allow the Regfyl Service to be used on Customer Properties and to permit Customer Data to be collected, used, and disclosed in the manner contemplated by this Agreement; and (iii) use the Regfyl Service in compliance with all applicable laws and regulations.

 

3.4. Beta Releases and Free Access Subscriptions. Regfyl may provide Customer with a Regfyl Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Regfyl Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. Regfyl makes no promises that future versions of Beta Releases or Free Access Subscriptions will be released or will be made available under the same commercial or other terms. Regfyl may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time in Regfyl’s sole discretion, without liability. WITH RESPECT TO BETA RELEASES, CUSTOMER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH REGFYL WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.

 

4. SERVICE LEVELS AND SUPPORT

 

4.1. Service Availability. Regfyl shall use commercially reasonable efforts to make the Regfyl Service available 24 hours a day, seven days a week, except for:

 

(a) planned maintenance carried out during the maintenance window of 12.00 am to 4.00 am West Africa time; and

(b) unscheduled maintenance performed outside normal business hours, provided that Regfyl has used reasonable endeavours to give the Customer at least 6 business hours' notice in advance.

 

4.2. Downtime. If the Regfyl Service availability drops below 99.5% per month (“Uptime Percentage”), Customer shall be entitled to service credits in the amounts set out in this section. If the Services availability drops below 99.5% during three consecutive calendar months/quarters, Customer may terminate this agreement on notice in writing to Regfyl.

 

4.3. Service Credits. If Regfyl does not meet the Uptime Percentage specified above, Customer will be entitled, upon written request, to a service level credit (“Service Level Credit”) to be calculated, as follows:

 

(a) If Uptime Percentage is at least 99.95% of the month’s minutes, no Service Level Credits are provided;

(b) If Uptime Percentage is 99.75% to 99.94% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 5% of the monthly fee derived from one-twelfth (1/12th) of the then-current annual license fee paid to Regfyl;

(c) If Uptime Percentage is 99.50% to 99.74% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 7.5% of the monthly fee derived from one-twelfth (1/12th) of the then-current annual license fee paid to Regfyl;

(d) If Uptime Percentage is less than 99.50% of the month’s minutes, Customer will be eligible for a credit of 10.0% of the monthly fee derived from one-twelfth (1/12th) of the then-current annual license fee paid to Regfyl

 

4.4. Claim process. Customer shall only be eligible to request Service Level Credits if Customer notifies Regfyl in writing within thirty (30) days from the end of the month for which Service Level Credits are due. All claims will be verified against Regfyl’s system records. In the event after such notification Regfyl determines that Service Level Credits are not due, or that different Service Level Credits are due, Regfyl shall notify Customer in writing on that finding. Service Level Credits will be applied to the next invoice following Customer’s request and Regfyl’s confirmation of available credits.

 

4.5. Customer Support. Regfyl will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Regfyl's standard customer support services during normal business hours.

 

5. CUSTOMER DATA

 

5.1. Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data and Customer Properties. Customer grants Regfyl a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data solely: (i) to provide the Regfyl Service and related services to Customer and (ii) to generate separate anonymous data sets about product usage that do not identify Customer or its employees and that are stripped of all persistent identifiers (such as name, email address, etc.) (“Aggregate/Anonymous Data”).

 

5.2. Security. Regfyl will implement appropriate technical and organizational security measures designed to protect Customer Data in the Regfyl Service against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access.

 

5.3. Data protection and compliance. The Parties herein agree to strictly comply with all applicable privacy and data protection, such as THE Nigeria Data Protection Act 2023 as well as all other applicable regulations in force in the processing of personal data and other relevant data obtained in the course of the performance of their respective obligations under this agreement. Where any of the Parties utilizes third party processors to perform its obligations under this Agreement, the Party shall ensure that the processor is under a similar confidentiality and data protection obligation as those contained in this Agreement. Each Party shall be liable for its unlawful processing of such data and that of its third-party processors. The Parties shall ensure that they adopt and implement adequate physical and technical measures to guarantee the confidentiality, secure processing and storage of personal and sensitive data obtained and processed pursuant to their respective obligations under this Agreement.

 

6. EVALUATION PERIOD

 

6.1. The Agreement will commence on the Effective Date and continue for an initial period of four (4) weeks (“Evaluation Period”). 

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6.2. Notwithstanding anything else, in connection with such evaluation use the Regfyl Services are provided “AS IS” and no warranty obligations of Company will apply, and Customer may terminate this Agreement and all of its rights hereunder by providing Company written notice thereof no less than 10 days prior to the end of the Evaluation Period. 

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6.3. Company may, in its sole discretion, extend Evaluation Period for one or more additional thirty (30) calendar day period. Any such extension will be affected by an email exchange between the authorized representatives of parties or by a written extension to this Agreement executed by each of parties.

 

7. FEES AND PAYMENT

 

7.1. Fees. To the extent the Regfyl Services are made available for a fee, Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. Regfyl’s fees are exclusive of all taxes, and Customer must pay any applicable VAT, WHT, excise, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Regfyl. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in Nigerian Naira, unless otherwise agreed to between the parties in writing.

 

7.2. Credit Card Payment Terms. If Customer elects to pay via credit card, then Customer is solely responsible for either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on its account(s), then Regfyl reserves the right to suspend access to the Regfyl Services.

 

7.3. Invoicing Payment Terms. If Customer elects to receive invoices and pay in arrears as agreed by Regfyl, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If Customer is overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Regfyl may assess, and Customer agrees to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less.

 

7.4. Disputes. Customer must notify Regfyl in writing of any good-faith invoice dispute within twenty (20) days of the applicable invoice date and reasonably cooperate with Regfyl in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer’s notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.

 

8. TERM AND TERMINATION

 

8.1. Term. This Agreement will begin on the effective date of the first Order Form between the Parties and will continue for as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”).

 

8.2. Terms of Order Forms. By executing an Order Form for purchase of a Regfyl Service, Customer is agreeing to pay applicable fees for the entire Term. Customer cannot cancel or terminate this Agreement except as expressly permitted by Section 8.4 (Termination for Cause) and Section 12 (Warranty and Disclaimers). If no start date is specified on the applicable Order Form, the Term starts when Customer first obtains access to the Regfyl Service. Each Term will automatically renew for successive renewal terms equal in length to the initial term of such Order Form unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

 

8.3. Suspension of Service. Regfyl may suspend Customer’s access to the Regfyl Service(s) if Customer’s account is overdue and Customer fails to pay amounts due within ten (10) days of notice by Regfyl, subject to Section 7.4 (Disputes). Regfyl may also suspend Customer’s access to the Regfyl Service(s) if it determines that suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Regfyl Service.

 

8.4. Termination for Cause. Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

 

8.5. Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form, Customer’s license rights terminate and it must promptly: (a) stop using the applicable Regfyl Service(s) (including any related Regfyl Technology); (b) delete (or, at Regfyl’s request, return) any and all copies of the Regfyl Code, any Regfyl documentation, passwords or access codes, and any other Regfyl Confidential Information in Customer’s possession, custody, or control. If Regfyl terminates this Agreement for cause as provided in Section 8.4 (Termination for Cause), any payments for the remaining portion of the Term will become due and must be paid immediately by Customer. If Customer terminates this Agreement for cause as provided in Section 8.4 (Termination for Cause), Customer will receive a refund of any fees it has pre-paid for the terminated portion of the applicable Term. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

 

8.6. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 2 (Account Registration and Use); 3.2 (General Restrictions); 3.4 (Beta Releases and Free Access Subscriptions); 5.1 (Rights in Customer Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Regfyl Technology); 11 (Indemnification); 12 (Warranty and Disclaimers); 13 (Limitations of Liability); and 14 (General).

 

9. CONFIDENTIAL INFORMATION

 

9.1. Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfil its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for Regfyl, includes the subcontractors referenced in Section 14.5), provided that the party remains responsible for any recipient’s compliance with the terms of this Section 9 and that these recipients are bound to confidentiality obligations no less protective than this Section.

 

9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

 

9.3. Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

 

10. REGFYL TECHNOLOGY

 

10.1. Ownership and Updates. This is a term-limited agreement for access to and use of the Regfyl Service. Customer acknowledges that it is obtaining only a limited right to use the Regfyl Service and no ownership rights are transferred to Customer under this Agreement. Regfyl (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Regfyl Technology, which is deemed Regfyl’s Confidential Information, and reserves any licenses not specifically granted in this Agreement. Other than the Regfyl Code, the Regfyl Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Regfyl Service, that Regfyl may collect learnings, logs, and data regarding the performance and use of the Regfyl Service, and that Regfyl may make updates, bug fixes, modifications or improvements to the Regfyl Service from time-to-time.

 

10.2. Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Regfyl (collectively, “Feedback”), Customer hereby grants Regfyl a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Regfyl will not identify Customer as the source of the Feedback. Nothing in this Agreement limits Regfyl’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

 

11. INDEMNIFICATION

 

11.1. Regfyl will hold Customer harmless from liability to third parties resulting from infringement by Platform Services of any intellectual property rights, provided Regfyl is promptly notified of any and all threats, claims and proceedings related thereto (given reasonable circumstances) and given reasonable assistance and the opportunity to provide input into defense and settlement strategy. The foregoing obligations do not apply with respect to portions or components of Platform Services (i) not supplied by Regfyl, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Regfyl, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, Services are held by a court of competent jurisdiction to be or are believed by Regfyl to be infringing, Regfyl may, at its option and expense (a) replace or modify Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for Service.

 

11.2. Customer agrees to defend Regfyl from and against any third-party claim to the extent resulting from its use of the Regfyl Services, including arising from the Customer Properties. Customer will indemnify and hold Regfyl harmless from and against any damages and costs awarded against Regfyl or agreed in settlement by Customer (including reasonable attorney’s fees) that result from these third-party claims. Customer must not settle any claim without Regfyl’s prior written consent if the settlement would require Regfyl to admit fault, pay amounts that Customer must pay under this Agreement, or take or refrain from taking any action. Regfyl may participate in a claim through counsel of its own choosing at its own expense and Customer and Regfyl will reasonably cooperate on the defense.

 

12. WARRANTY AND DISCLAIMERS

 

Regfyl will use reasonable efforts consistent with prevailing industry standards to maintain the services in a manner which minimizes errors and interruptions in functioning of the Regfyl platform. The platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Regfyl or by third-party providers, or because of other causes beyond Regfyl’s reasonable control, but Regfyl will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Regfyl does not warrant that functioning of the platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of platform. Except as expressly set forth in this section, the platform is provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

 

13. LIMITATIONS OF LIABILITY

 

13.1. Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, LOST OR REASONABLE AMOUNT OF INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.

 

13.2. Liability Cap. REGFYL’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO REGFYL FOR THE APPLICABLE REGFYL SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT THAT THIS SECTION 13.2 DOES NOT APPLY TO: (i) DEFENSE COSTS AND DAMAGES PAYABLE BY AN INDEMNIFYING PARTY TO THIRD PARTIES UNDER SECTION 11 (INDEMNIFICATION); AND (ii) CUSTOMER’S PAYMENT OBLIGATIONS AS EXPRESSLY PROVIDED IN THIS AGREEMENT. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, REGFYL’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY THOUSAND NAIRA (N50,000).

 

13.3. Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

13.4. Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY REGFYL TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

14. GENERAL

 

14.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the Federal Republic of Nigeria, without giving effect to principles of conflicts of laws.

 

14.2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.

 

14.3. Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Regfyl, in English to hello@Regfyl.com. Regfyl may send notices to the email addresses on Customer’s account or, at Regfyl’s option, to Customer’s last-known postal address. Regfyl may also provide operational notices regarding the Regfyl Service or other business-related notices through conspicuous posting of the notice on Regfyl’s website or the Regfyl Service. Each party consents to receiving electronic notices. Regfyl is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

 

14.4. Subcontractors. Regfyl may use subcontractors and permit them to exercise the rights granted to Regfyl in order to provide the Regfyl Service and related services under this Agreement. These subcontractors may include, for example, Regfyl’s hosting providers. However, subject to all terms and conditions of this Agreement, Regfyl will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Regfyl Services if and as required under this Agreement.

 

14.5. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

 

14.6. Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

 

14.7. Export Control. Each party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.

 

14.8. Publicity. Customer agrees that Regfyl may refer to Customer’s name and trademarks in Regfyl’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of Regfyl.

 

14.9. Amendments; Waivers. Regfyl may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer in accordance with Section 14.3. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.

 

14.10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

 

14.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

 

14.12. Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Regfyl Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.

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