DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following terms and phrases shall have the following meaning unless the context otherwise requires:
1.1.1. “Agreement” shall mean, as, between you and X-Connect Limited hereinafter referred to as the “service provider”.
1.1.2. “Billing Start Date” means the “Service Activation Date” or “Acceptance Date” or the date of the “Completion of Connection” date.
1.1.3. “Business Day” shall mean, in respect of a Service, every day excluding Saturdays, Sundays, and any national holidays.
1.1.4. “Charges” Usage means installation cost/non-recurrent cost, monthly recurrent cost/ subscription cost and is payable by you to X-Connect Limited in respect of the service delivered, as set out or referred to in a service order and revised from time to time in accordance with clause 2.
1.1.5. “Call Charges” shall mean the charges for packet-switched telecommunications services.
1.1.6. “Installation Cost” is the sum payable for the set-up of your internet link and shall be payable as a one-off payment.
1.1.7. “Relocation Cost” is the sum payable for moving your service from one premise to another in the event that you change your housing location.
1.1.8. “Monthly recurrent cost” or “Annual cost” shall mean monthly recurrent cost or annual cost for usage of the service and shall be payable before service delivery.
1.1.9. “Customer information/ data” means customer information (this is usually collated via the know-your-customer form and contains name, address, e-mail address, and telephone number) that is necessary for the establishment, billing, or maintenance of the transmission. “Regulated Customer Data” is Customer Data of which the use, processing, or transfer is regulated by law or regulation as “personal data”.
1.1.10. “Customer Site” or “Site” shall mean a physical location at which a Service is delivered to the customer.
1.1.11. “Effective Date” shall mean, in relation to a Service, the date upon which a Service Order becomes binding in accordance with the provisions of clauses 2 and 3 below.
1.1.12. “Emergency Maintenance” means 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 is likely to cause: (i) danger to persons or property; (ii) the interruption of any service provided by the X-Connect Network or the network generated by a third party; (iii) substantial loss to X-Connect or any third party; and such other works as in all the circumstances it is reasonable to execute with those works.
1.1.13. “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.
1.1.14. “Party” shall mean X-Connect Limited or you (as the context requires), and “Parties” shall mean the Customer and X-Connect Limited.
1.1.15. “Service” shall mean the specific Service provided by X-Connect Limited to you at your instance.
1.1.16. “Service Order” shall mean an electronic request for a specific service or by a proxy which may be an agent of X-Connect Limited or a member of the FiberOne sales force team and accepted by X-Connect Limited as an indication of interest by the Customer.
1.1.17. “Service Equipment” shall mean the hardware, software, systems, cabling, and facilities provided by X-Connect at your Site to make the Service available to you. X-Connect remains the owner of Service Equipment. Service Equipment shall not include X-Connect Limited or any hardware or software that is the subject of a separate supply contract between you and X-Connect.
1.1.18. “Service Term” for home services shall mean a month-to-month term.
1.1.19. Unless the context otherwise requires, in this Agreement, a reference to:
1.1.20. a person includes a reference to a body corporate, association or partnership;
1.1.21.1. a document is a reference to that document as supplemented or varied from time to time.
1.1.21. 2 No provision of the Agreement is intended to contravene the applicable provisions of the NCC Act and other regulations that are incidental to regulating the internet/network service industry.
1.1.21.3 “FTTH” shall mean “Fiber-To-Home” and is deemed to be fiber internet delivered to the home for home use only.
1.1.21.4. “FTTB” shall mean “Fiber to the Business” and is deemed to be a business-grade service with warranties and service level agreements.
SERVICE
2.1. A service may be ordered from X-Connect Limited in electronic format via the sign-up web page.
2.2. The terms and conditions of this Service Agreement and the Charges for a Service provided hereunder are agreed expressly on the condition that you shall not resell the Service. X-Connect Limited 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 X-Connect, extending the service beyond the customer site constitutes a breach of the Service Agreement.
2.5. The service can only be provided using approved equipment from X-Connect Limited.
2.7. X-Connect Limited reserves the right to retrieve the equipment used for service delivery to the Customers’ location upon the termination of the link.
SERVICE ACTIVATION
3.1. After installation of a Service, but prior to the activation of a Service, X-Connect Limited shall conduct such tests as it considers to be appropriate to determine that all necessary work has been done to provide the Service to the customer and upon successful completion of such tests X-Connect Limited shall use formally welcome you, the customer to its network.
3.2. THE BILLING START DATE FOR A 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, the date the billing or system configuration change takes effect.
3.2.2. where the Service is a new service and/or requires the 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 X-Connect 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 X-Connect, fail to deliver a confirmation schedule to X-Connect, to use the Service or to complete your obligations necessary to use the Service, then the date on which X-Connect delivers a ready for Service Notification (which shall also be the “Completion of Connection” or deemed “Service Activation” date);
SUBSCRIPTION PAYMENT AND INSTALLATION COST
4.1. subscription will be paid in accordance with clause 4.
4.2. Subscription Charges to:
4..3. Charges shall accrue from the Billing Start Date and will be invoiced by X-Connect for:
4.4. Monthly Subscription Cost (MRC)payable before service delivery and not thereafter.
4..5. Installation cost /one-time cost (OTC) before installation is carried out.
4..7. Specific increases because of increases in direct input costs of a service – in which case the increase in pricing shall be commensurate with the increase in the input cost.
X-Connect LIMITED OBLIGATIONS
5.1. In performing its obligations under this Agreement, X-Connect Limited shall always exercise the reasonable skill and care of a competent provider of internet-related services.
5.2. X-Connect Limited shall use reasonable endeavors to ensure that each Service will conform to any Service Terms.
5.3. Except as expressly set out in these General Terms, all warranties, representations, or agreements, 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.
SERVICE SUSPENSION
6.1. X-Connect Limited 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 X-Connect:
6.1.1. has reasonable grounds to consider that it is entitled to terminate the Service.
6.1.2. is obliged to comply with an order of a court with competent jurisdiction, government agency, or other administrative or regulatory authority;
6.1.3. has reasonable grounds to consider that the Service is being used to commit fraud, or illegal activities.
6.2. If X-Connect exercises its right to suspend the Service (or part thereof) whenever reasonably practicable, give prior notice of such suspension to you, setting out the reasons for the suspension and the expected duration. X-Connect Limited 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 the Customers breach, fault, act, or omission, you shall pay to X-Connect Limited all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the Service.
TERMINATION AND SERVICE TERMs –
7.1. These General Terms 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. X-Connect is required by Law (where the services provided by FiberOne become unlawful or where the provision of services by X-Connect Limited is no longer commercially viable.
7.3. by serving at least 1 (one) calendar month’s written notice either by serving same at the last known address of the receiving party or by e-mail;
7.4. 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
7.5. by notice if the other Party has committed a material breach capable of remedy, but which it fails to remedy within five (5) Business Days of having been notified of such breach; or
7.6. by notice if, service failure is as a result of force majeure and no lasting solution for a continuous period exceeding 2 months.
7.3. X-Connect Limited may terminate the Agreement (or a specific Service Order) by notice if a suspension of a Service pursuant to clause 6.1.3 has continued for a period of at least two (2) consecutive months.
If you fail to notify X-Connect that such a remedy has been effected in accordance with this clause 7.4 or if X-Connect reasonably determines that the violation is continuing or is likely to reoccur, X-Connect may terminate this Agreement (or relevant Service) without further recourse to you.
DEFINITIONS
Capitalized terms not defined herein have the same meaning as defined above
8.1. “Contended” means that multiple users are sharing the same network capacity. Contention ratios are based on the individual design of the third-party fiber access network over which the X-Connect service is delivered.
8.2. “Unshaped” means that X-Connect Limited does not prioritize or differentiate between different classes of traffic. Moves, additions, and changes are subject to feasibility, and additional charges for on-net or off-net charges may apply
8.3. “Uncapped” means no limit to the amount of data that can be downloaded for that line speed.
8.4. “FTTH” means fiber to the home or home use service plans and for home use only.
GENERAL
9.1. These terms are to be read in conjunction with:
9.2. All policies are available on the X-Connect website.
9.3. X-Connect will provide you with contented capped or uncapped, unshaped access on its Network via a fiber circuit (the “Access Circuit”) and the Equipment at its Point of Presence (“PoP”).
9.4. X-Connect provides Internet access by transmitting and delivering IP packets between your computers connected to the network and other networks in accordance with its standard business arrangements with providers of such other networks.
THROUGHPUT RATES AND IP ACCESS
10.1. Access to, and across, the X-Connect 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, X-Connect can only control download and upload speeds across the X-Connect Network (as defined in the X-Connect General Terms and conditions).
ACCESS CIRCUIT
11.1. X-Connect 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 X-Connect.
EQUIPMENT
12.1. The network infrastructure and equipment for internet service delivery belong to X-Connect Limited at all times material.
12.2. The equipment must not be moved or repositioned without X-Connect Field service technician present to advise and assist with the process to reduce the probability of equipment damage.
12.3. In the event of failure of the Equipment, X-Connect will repair or replace (at X-Connect’s discretion) Provided the damage is not caused by mishandling by the Customer or a power surge at the Customer’s premises.
RESALE OF SERVICE
Resale of the internet service by the Customer is prohibited and is a ground for termination of the link and business relationship with the customer.
ACCURACY OF YOUR INFORMATION
You will provide X-Connect with accurate and up-to-date information:
(i) when completing the FiberOne Know-Your-Customer Form for the purpose of onboarding on the FiberOne network.
(ii) When you contact X-Connect to report a fault and are asked a standard set of structured questions.
(iii) FiberOne 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.
MAINTENANCE
Maintenance on the X-Connect Network will be performed when necessary and reasonable care will be taken to communicate such maintenance. X-Connect reserves the right to perform emergency maintenance without prior notice, but X-Connect shall nonetheless provide such notice as is reasonably and practically possible in the circumstances.
SET UP AND CONFIGURATION/ INSTALLATION FEES
16.1. Fibre to the Home products offered by X-Connect is subject to a one-off setup and configuration or Installation fee and a monthly recurrent cost for service renewal.
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 X-Connect 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 X-Connect shall not be liable for any losses arising out of security breaches as a result of the failure of the customer to properly secure its password and devices from unauthorized persons.
DISCLAIMER
Every effort will be made by X-Connect Limited to provide quality service to the Customer, the Customer acknowledges that X-Connect Limited is interconnected with high-speed internet links provided by other service delivery providers/entities that are responsible for ensuring that these links are as reliable as possible. X-Connect does not own any responsibility in case of interruptions in the interconnect network beyond its reasonable control.
PROMOTIONAL PRICING
Any advertised promotional pricing which may be offered from time to time shall be at the discretion of X-Connect. Promotional pricing is subject to availability and may be withdrawn at any time without notice.
SALES CONDITION
20.1. SmartHome plans are strictly residential services.
20.2. Service availability is 98% of uptime link provision.
CUSTOMERS’ OBLIGATION
21.1. The Customer must grant to, or arrange for the grant to X-Connect or its subcontractors the right of access to the Customer Site for purpose of installation and or service repair.
21.2. The Customer will provide X-Connect with such facilities and information as X-Connect may reasonably require enabling it to perform its obligations or exercise its rights under the Agreement.
21.3. The Customer warrants and undertakes that he/she will:
21.3.1. use the Service Equipment only for purposes that are considered legal under the various laws controlling internet-based communications and businesses at all times.
21.3.2. not create or allow any charges, liens, pledges, or other encumbrances to be created over the Service Equipment;
21.3.3. upon the termination of a Service, allow X-Connect access to your Site to remove the Service Equipment.
21.3.4. The Customer undertakes not to use the Services for any illegal or immoral purpose and you will abide by the current version of the X-Connect Acceptable Use Policy, accessible on its website.
LIABILITY
22..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.
22.2. X-Connect is unable to exercise editorial or other control over any content placed on or accessible through your use of the Services and X-Connect shall have no liability as to the quality, content, or accuracy of information received through or because of the use of the Services.
FORCE MAJEURE:
X-Connect is not liable for failure to perform its obligations if such failure includes (but is not limited to acts of God, enemy hostilities, fire outbreaks, floods, lightning strikes, earthquakes, storms, hurricanes, and or other natural disasters) war, invasion, the act of foreign enemies(regardless of whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped political powers or confiscation, terrorist activities, nationalization, government sanction, embargo, labor dispute, strike, lockout, or industrial action or failure of electricity or telecommunications services across the country, the action of regulatory authorities, or local or national government or authorities or any event that can be reasonably termed a force majeure.
Notwithstanding anything herein to the contrary, neither Party shall be liable to the other for any delay, failure in performance of any part of this Agreement (other than for payment obligations set out in clause 4) or damages suffered to the extent that such delay or failure is attributable to a Force Majeure Event or any event that may be reasonably termed as a Force majeure.
INTELLECTUAL PROPERTY
You acknowledge that all patents, registered and unregistered designs, copyrights, trademarks, and all other intellectual property rights whatsoever and wherever enforceable, which are used in connection with the Service and/or Service Equipment, shall remain the sole property of X-Connect, its contractors or suppliers.
CUSTOMER DATA AND PRIVACY
24.1. The Customer acknowledges that X-Connect and our respective sub-contractors will, by virtue of the provision of Services, come into possession of Customer Data.
24.2. X-Connect has implemented and maintains appropriate technical and organizational measures to protect Customer Data against accidental or accidental loss, alteration, unauthorized disclosure, or access and against other unlawful forms of processing.
24.3. X-Connect and its respective subcontractors may use or process Customer Data:
24.3.1. in connection with the provision of Services;
24.3.2. to incorporate Customer Data into databases controlled by X-Connect for administration, provisioning, billing and reconciliation, maintenance, support and product development, sales, revenue and customer analysis and reporting, market and customer use analysis, and
24.3.3. to communicate to you by voice, letter, or email regarding products and services of X-Connect.
SURVIVAL
Termination of this Agreement shall not affect a clause that necessarily or by its context requires the survival of these general terms.
AMENDMENT OF TERMS AND CONDITIONS
X-Connect may at any time modify or amend the terms and conditions of its services if there is any change or amendment to any law or regulations governing its services or if it decides to amend it for reasons of quality of service, or for the benefit of the Customer, or there is a need to improve in its service delivery, technical operations or for business practices and policies changes.
INDEMNITY
The Customer will be responsible for and shall indemnify X-Connect and hold it blameless against any direct or consequential liability arising out of claims made against X-Connect, its affiliates, its employees, or its representatives howsoever described in connection with the use of its internet service modem or service itself or misuse by the Customer, or any other person within the premises of the Customer including but not limited to claims of fraud, defamation, copyright infringement, or any other breach of intellectual property rights and any breach occasioned by non-observance of the terms and conditions of this agreement by the Customer.
DISPUTE RESOLUTION
Irrespective of the right of Parties to resort to other dispute resolution mechanisms, in the event of differences or disputes which may arise in connection with this agreement or its interpretation, the parties shall negotiate in good faith with a view of settling the matter amicably.
Where negotiation fails, parties shall submit to the Lagos State Multidoor courthouse Provided that parties shall bear their respective costs, including attorney fees.