SERVICE LEVEL AGREEMENT FOR FIBER-TO-THE-HOME SERVICES

The Fiber-to-the-Home Services are provided by Layer3 Limited, a private company with limited liability having its primary place of business 5th Floor, IGI House, 3 Gwani Street, Wuse Zone 4, Abuja (hereinafter called “LAYER3”).

Each Service Order delivered and accepted in accordance with this Agreement forms an individual contract which is incorporated in this Service Level Agreement (“SLA”) and establishes the terms and conditions under which the Services will be provided.

1.DEFINITIONS AND INTERPRETATION

In this Agreement the following terms and phrases shall have the following meaning, unless the context otherwise requires:

1.1. “Agreement” shall mean, as between you and Layer3, this SLA read together with the terms relevant to each Service Order.

1.2. “Billing Start Date” means the “Service Activation Date” or “Acceptance Date” or date of “Completion of Connection” as described in Clause 3.

1.3. “Charges” Usage Charges, Installation Charge, Activation Charge, Monthly subscription, Reconnection Charge and any other charges or fees payable by you to Layer3 in respect of a Service, as set out or referred to in a Service Order and revised from time to time in accordance with Clause 2.

1.4.“Customer Data” means technical data (for example the date, time and duration of voice or data transmissions) that is necessary for the establishment, billing or maintenance of the transmission. “Regulated Customer Data” is that Customer Data of which the use, processing or transfer is regulated by law or regulation as “personal data”.

1.5.“Equipment” shall mean the hardware, software, systems, cabling, infrastructure, and facilities provided by LAYER3 at your Site to make the Service available to you. LAYER3 shall remain the owner of the Equipment.

1.6.“Customer Site” or “Site” shall mean a physical location at which a Service is provided to you “

1.7.“Effective Date” shall mean, in relation to a Service, the date upon which a Service Order becomes binding in accordance with the provisions of clause 2 and 3 below.

1.8.“Emergency Works” mean works, the execution of which, at the time it is proposed to execute them, is required to put an end to, or prevent, the arising of circumstances then existing or imminent that are likely to cause: (i) danger to persons or property; (ii) the interruption of any service provided by LAYER3 Broadband Network ; (iii) substantial loss to LAYER3; and such other works as in all the circumstances it is reasonable to execute with those works.

1.9.“Force Majeure Event” shall mean any cause beyond a Party’s reasonable control affecting the performance of its obligations, including, but not limited to, fire, flood, explosion, accident, war, acts of terrorism, power outages, strike, embargo, governmental requirement, civil or military authority, Act of God, changes to laws or regulations, inability to secure materials or services, industrial disputes and acts or omissions of other providers of telecommunications services.

1.10.“Installation Charge” or “Activation Charge” or “Installation Fee” or “Activation Fee” shall mean a non-recurring charge for installation of a Service (including installation of any Service Equipment) as stated in Clause 4 to this Agreement.

1.11.“LAYER3 Broadband Network” shall mean the points of presence, network hubs, and host computers owned, operated or used by LAYER3 in connection with the provision of a Service.

1.12."Monthly subscription” or “Annual subscription” shall mean monthly recurring charges for a Service.

“Party” shall mean LAYER3 or you (as the context requires), and “Parties” shall mean both you and LAYER3.

1.14.“Ready for Service Notification” means a notification that may be provided in accordance with Clause 3 that with respect to LAYER3’s obligations hereunder, the Service is ready for use.

1.15. “Service” shall mean the specific Service provided by LAYER3 to you, and as may be further described in the relevant Service Order.

1.16.“Service Order” shall mean an electronic request for a specific Service delivered by you or your representative and accepted by LAYER3 in accordance with Clauses 2 and 3.

1.17.“Service Term” for home services shall mean a month-to-month term.

1.18.“You / Your” refers to you, our valued customer whose details are as supplied to us in the Service Order.

1.19.Unless the context otherwise requires, in this Agreement, a reference to:

1.19.1. a person includes a reference to a body corporate, association, or partnership.

1.19.2. a person includes a reference to that person’s legal personal representatives, successors and permitted assigns.

1.19.3. a document is a reference to that document as supplemented or varied from time to time.

1.20. No provision of the Agreement is intended to contravene the applicable provisions of the Federal Competition and Consumer Protection Act, and therefore all provisions of the Agreement to the extent that the Agreement or any goods and services provided under the Agreement documents are governed by the Federal Competition and Consumer Protection Act of 2019, must be treated as qualified, to the extent necessary, to ensure that the applicable provisions of the Federal Competition and Consumer Protection Act are complied with.

1.21. “FTTH” shall mean “Fiber-To-the-Home” and is deemed to be a Broadband, best effort home service.

2.SERVICE

2.1. A service may be ordered from in electronic format via the sign-up web page. A Service Order shall be in such form as is provided to you by LAYER3.

2.2. A Service Order shall be only become binding after the confirmation of Installation cost and first month service charge.

2.3. The terms and conditions of this Service Level Agreement and the Charges for a Service provided hereunder are agreed expressly on the condition that you shall not resell the Service. LAYER3 reserves the right to deliver the Service to a single Site only.

2.4. The Service may not be extended beyond the Customer Site, unless written express permission is obtained from LAYER3, extending the service beyond the Customer Site constitutes a breach of this Agreement.

2.5. The Service can only be provided using approved equipment from LAYER3.

3.SERVICE ACTIVATION

3.1. After installation of a Service, but prior to the activation of a Service, LAYER3 shall conduct such tests as it considers to be appropriate to determine that all necessary work has been done to provide the Service to you and upon successful completion of such tests, LAYER3 shall use reasonable endeavors to deliver a Ready for Service Notification to you.

3.2 The Billing Start Date for the Service shall be:

3.2.1. where the Service as set out in the Service Order can be implemented by means of a billing change and/or system configuration changes, date the billing or system configuration change takes effect.

3.2.2. where the Service is a new service and/or requires on-site installation to be performed, the event described below that occurs first in time: –

3.2.2.1. The date on which you deliver to LAYER3, a signed confirmation schedule, being the “Acceptance Date”; or

3.2.2.2. The date you first use the Service, being the deemed “Acceptance Date” or “Service Activation Date”; or

3.2.2.3. In the case where you, through no fault of LAYER3, fail to deliver a confirmation schedule to LAYER3, to use the Service or to complete your obligations necessary to use the Service, then the date on which LAYER3 delivers a ready for Service Notification (which shall also be the “Completion of Connection” or deemed “Service Activation” date)

4.SUBSCRIPTION PAYMENT AND INSTALLATION COST

4.1. Subscription Charges shall be paid as follows:

4.1.1.Charges shall accrue from the Billing Start Date and will be invoiced by LAYER3 as follows:

i.Monthly Subscription Cost in advance. (“MRC”); and

ii.Installation cost /one-time cost (OTC) prior to installation.

4.2. There may be price escalation on the MRC and OTC based on the latest available Consumer Price Index value or specific increases resulting from direct input costs of a Service, which means an increase in pricing shall be commensurate with the increase in the input cost.

5.LAYER3’S OBLIGATIONS

5.1. In performing its obligations under this Agreement, LAYER3 shall always exercise the reasonable skill and care of a competent provider of internet related services.

5.2. LAYER3 shall use reasonable endeavors to ensure that each Service will conform to any Service Terms.

5.3. LAYER3 shall handle the Customer Data and provide the Service in line with the provisions of the Nigerian Data Protection Regulations 2019.

5.4. Except as expressly set out in this Agreement, all warranties or representations, with respect to the provision of a Service or otherwise, whether oral or in writing and whether express or implied, either by operation of law, statute or otherwise, are excluded to the extent permitted by law.

6.SERVICE SUSPENSION

6.1. LAYER3 may, at its sole discretion and without prejudice to any right which it might have to terminate a Service and/or this Agreement, elect to immediately suspend the provision of a Service (or part thereof) if LAYER3: has reasonable grounds to consider

6.1.1. it is entitled to terminate the Service and/or this Agreement for reasons set out in Clause 7;

6.1.2. is obliged to comply with an order, instruction or request of a court, government agency, emergency service organization or other administrative or regulatory authority;

6.1.3. needs to carry out Emergency Works to the LAYER3 Broadband Network or Equipment;

6.1.4. has reasonable grounds to consider that the Service is being used fraudulently or illegally or in violation of Clause 2.4 and 2.5.

6.2. If LAYER3 exercises its right to suspend the Service (or part thereof) pursuant to Clauses 6.1.2 or 6.1.3 it shall, whenever reasonably practicable, give prior notice of such suspension to you, setting out the reasons for the suspension and the expected duration. LAYER3 shall use all reasonable endeavors to resume the Service as soon as is practically possible.

6.3. If the Service (or part thereof) is suspended because of your breach, fault, act or omission, you shall pay to LAYER3 all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Service.

6.4. LAYER3 shall not be liable for any loss, damage or inconvenience suffered by you because of any suspension made pursuant to Clause 6.1, except to the extent that such suspension is made pursuant to Clause 6.1.3 and for reasons which are solely and directly attributable to the negligence of LAYER3.

6.5. Should you decide to suspend the Service during the Service Term without any fault of LAYER3, the monthly recurring charge paid by you shall subsist till the end of the monthly billing cycle; provided that no Service suspension shall exceed 90 days. Where the service suspension exceeds 90 days, you shall be liable to pay a reconnection fee.

7.TERM AND TERMINATION

7.1. This Agreement shall take effect in respect of each Service, from the Effective Date of each Service Order.

7.2. Either Party may terminate a Service upon the following grounds:

7.2.1. LAYER3 is required by Law (where the services provided by LAYER3 becomes unlawful or where provision of services by LAYER3 is no longer commercially viable.

7.2.2. by serving at least 1 (one) calendar month’s written notice either by serving same at the last known address of the receiving party of by e-mail or via short messaging service to your registered number;

7.2.3. by notice if the other Party has committed a material breach which is incapable of remedy; notice is sufficient by means stated in the preceding paragraph

7.2.4. by notice if the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) days of having been notified of such breach; or

7.2.5. by notice if, service failure is as a result of force majeure and no lasting solution for a continuous period exceeding 3 months.

7.3. LAYER3 may terminate the Agreement (or a specific Service Order) by notice if a suspension of a Service pursuant to Clause 6.1.4 has continued for a period of at least two (2) consecutive months.

7.4. Where LAYER3 has reasonable grounds to believe that there has been a violation of Clause 6.1.4, LAYER3 may notify you and require you to remedy such violation of regulations and or an imminent threat to LAYER3’S Broadband Network, or in all other cases, within forty-eight (48) hours.

7.5. If you fail to notify LAYER3 that such a remedy has been effected in accordance with Clause 7.4 or if LAYER3 reasonably determines that the violation is continuing or is likely to reoccur, LAYER3 may terminate this Agreement (or relevant Service) without further recourse to you.

7.6. LAYER3 may terminate the Agreement (or the relevant Service Order) after 72 hours if you fail to renew payment for subscription as at when due.

8.DEFINITIONS

Capitalized terms not defined herein have the same meaning as defined above

8.1. “Contended” means that the Service offers the users of the network, a minimum statistically guaranteed contention ratio.

8.2. “Contention Ratio” means the number of users sharing the same data capacity, in effect the lower the contention ratio, the higher the quality of service.

8.3. “Unshaped” means that LAYER3 provides access to constant, reliable and fast internet traffic at all times.

8.4. “Unlimited” means no limit or restriction to the amount of data that can be used or accessed.

9.GENERAL

9.1. This Agreement is to b read in conjunction with all policies available on LAYER3’S website.

9.2. LAYER3 will provide you with contented capped and unshaped access to the LAYER3 Broadband Network via a fibre circuit (the “Access Circuit”) and the Equipment at a LAYER3 Point of Presence (“PoP”).

9.3. LAYER3 provides internet access by transmitting and delivering IP packets between your computers connected on the LAYER3 Broadband Network.

10.THROUGHPUT RATES AND IP ACCESS

10.1. Access to, and across, the LAYER3 IP Network is at the maximum throughput rates set forth in the subscriber agreement. Maximum throughput rates are not guaranteed.

10.2 Due to the nature of the Internet, LAYER3 can only control download and upload speeds across LAYER3 Broadband Network.

11.ACCESS CIRCUIT

11.1. LAYER3 supplies, configures and tests the Access Circuit and also defines its own standard installation. The Customer shall be responsible for the costs of any facilities, extra cabling, additional trenching and other expenses not included in a standard installation that is necessary to provide the services to the Customer’s premises. Such costs shall be charged by LAYER3.

12.EQUIPMENT

12.1. LAYER3 shall be responsible for the installation of the Equipment and the Equipment shall remain the property of LAYER3.

12.2. There shall be no damage to the Equipment caused by acts of vandalism, misuse, power surge, malicious damage, fire or theft.

12.3. In the event of failure of the Equipment, LAYER3 will repair or replace (at LAYER3’s discretion) at your own cost.

13.RESALE OF SERVICE

Resale of the Service is prohibited under this Agreement.

14.ACCURACY OF YOUR INFORMATION

You will provide LAYER3 with accurate and up to date information: (i) when completing the Service Order on the website and (ii) when you contact LAYER3 to report a fault and is asked a standard set of structured questions. LAYER3 shall not be liable for any loss suffered because of your failure to provide accurate information which may lead to a delay in installation or service repair.

15.MAINTENANCE

Maintenance on the LAYER3 Broadband Network will be performed as at when necessary and reasonable care will be taken to communicate such maintenance. LAYER3 reserves the right to perform emergency maintenance without prior notice, but LAYER3 shall nonetheless endeavor to provide such notice as is reasonably and practically possible in the circumstances.

16.SET UP AND CONFIGURATION/ INSTALLATION FEES

Fibre-to-the Home Service offered by LAYER3 are all subject to a one-off set up and configuration or Installation fee and the Customer is expected to pay a monthly sum for renewed internet access.

17. SECURITY/PASSWORD

The Customer shall ensure that the security encryption is enabled and password/s on all access devices such as modem or equipment of LAYER3 where provided, is kept secret at all times, not disclosed to unauthorized persons and to change the password immediately after installation. The Customer shall not part with the password and LAYER3 shall not be liable for any losses arising out of security breaches as a result of failure of Customer to properly secure its password and devices from unauthorized persons.

18.PROMOTIONAL PRICING

Any advertised promotional pricing which may be offered from time to time, is done so at the discretion of LAYER3. Promotional pricing is subject to availability and may be withdrawn at any time without notice.

19.SALES CONDITION

Unlimited Fibre-to-the-home service is strictly a residential platform service.

20.CUSTOMERS OBLIGATION

20.1 You must grant to, or arrange for the grant to Layer3 or its subcontractors right of access to the Customer Site for purpose of installation and or service repair.

20.2. You will provide LAYER3 with such facilities and information as LAYER3 may reasonably require enabling it to perform its obligations or exercise its rights under the Agreement.

20.3. You warrant and undertake that you will:

20.3.1. use the Equipment only for purposes that are considered legal under the various laws controlling internet based communications and businesses at all times.

20.3.2. not move, modify, relocate, or in any way interfere with the Equipment a LAYER3 Engineer contacted to do so

20.3.3. not create or allow any charges, liens, pledges or other encumbrances to be created over the Equipment;

20.3.4. upon termination of a Service, allow LAYER3 access to your Site to remove the Equipment. (see clause 12.1 above).

20.3.5. You undertake not to use the Services for any illegal or immoral purpose.

21.LIABILITY

21.1. Neither Party shall be liable to the other for indirect or consequential losses or otherwise for harm to business, loss of revenues, loss of anticipated savings or lost profits.

21.2. LAYER3 is unable to exercise editorial or other control over any content placed on or accessible through your use of the Services and LAYER3 shall have no liability as to the quality, content or accuracy of information received through or because of the use of the Services.

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