Terms of Use

1. The Platform

1. Subject to payment of the Fees, we shall make the Platform available to you during the Term and shall provide the following services through the Platform:
   • Data Acquisition and Metering: collection, transmission, storage, and management of meter readings and usage data for electricity, water, and gas consumption across your utility network, including integration with your metering infrastructure and supported third-party meter models;
   • Billing and Invoicing: automated generation, delivery, and management of subscriber bills based on metered consumption data, applicable tariffs, and billing schedules configured by you, including dynamic, fixed-period, source-of-use, and non-commodity billing methodologies;
   • Payment Collection Services: facilitation of payment collection from Consumers using the payment channels made available on the Consumer App;
   • Disbursement Services: disbursement of collected funds to your nominated disbursement account(s), net of applicable Fees;
   • Reporting and Analytics: provision of consumption, revenue, collection, operational, and power quality reports and analytics through the Network Manager App;
   • Integration with Meters, Sensors and Third-Party Hardware: configuration and support for the Platform’s integration with your metering infrastructure and third-party hardware devices; and
   • Technical Support and Maintenance: as more particularly described in Clause 1.2.
2. We shall provide technical support and maintenance for the Platform including:
   • a helpdesk accessible during business hours via email and telephone;
   • bug fixes, patches, and updates to maintain Platform functionality, which shall be delivered at our discretion; and
   • periodic upgrades and enhancements to the Platform at no additional charge (unless constituting a material new feature offered as a premium add-on) which shall be delivered at our discretion.

2. Provision of the Platform

1. We shall, for the duration of our agreement with you under these terms (the “Term”, as defined in Section 14), make the Platform available to you subject to your compliance with your obligations under these Terms.
2. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform, including the Consumer App and Network Manager App, for the purposes of managing utilities across the facilities and property units where our services have been contracted, as listed in your Order Form.
3. We shall use reasonable commercial endeavours to ensure that the Platform is available and operational.
4. We may from time to time update, modify or enhance the Platform, provided that no such update shall materially diminish the core functionality of the Services without your prior consent.
5. We reserve the right to monitor and review access to and use of the Platform, including the Network Manager App, by any of your personnel or other individuals to whom you have granted access (each, a "User"). We monitor such access for the purposes of verifying your compliance with these Terms, maintaining the security and integrity of the Platform, and safeguarding Consumer data processed through it. We may suspend or terminate a User’s access where the Fees remain unpaid for more than 14 days past the invoice date, or more generally we reasonably believe that the User has breached these Terms, misused the Platform, or where the User’s account has remained inactive for ninety (90) or more consecutive days. Unless a higher number is specified in the applicable Order Form, the number of Users permitted under your account shall not exceed 20 at any one time, and you shall maintain an up-to-date list of current Users and provide it to us within five (5) Business Days of our written request.

3. Your Obligations

1. You shall promptly provide us with complete, accurate and current information reasonably required for the operation of the Platform, including consumer records, tariff structures, meter identification data and bank account details for the disbursement account.
2. You shall not and shall procure that your personnel and consumers do not tamper with, bypass, reverse-engineer or interfere with the Platform.
3. You shall be responsible for ensuring that your use of the Platform, and the tariffs and charges applied to consumers through the Platform, comply with applicable laws.
4. You shall designate at least one authorised administrator to manage your account on the Network Manager App and shall promptly notify us of any change in such designation.

4. Relationship With Consumers

You acknowledge and agree that the contractual and service relationship in respect of the utility services billed through the Platform exists solely between you and the end-user to whom you provide such services (the “Consumer”) that we are not a Party to and assume no responsibility or liability under that relationship, and that you shall be solely responsible for responding to and resolving all queries, complaints, and disputes raised by a Consumer relating to the utility services or any other matter arising from or in connection with your provision of services to that Consumer.

5. Fees and Payment

1. You shall pay us the fees applicable to the services, as set out in the Platform, Order Form or otherwise notified to you in writing (the “Fees”), in the manner and at the intervals specified, including review of the Fees in accordance with Clause 5.5.
2. All Fees are exclusive of Value Added Tax and any other applicable taxes or levies, which shall be added to invoices at the applicable rate and borne by you, save where you are required by law to withhold tax at source, in which case you shall remit the withholding tax certificate to us promptly.
3. We shall issue invoices to you, and you shall settle each invoice within fourteen (14) days of the date of the invoice, unless otherwise agreed in writing.
4. Without prejudice to any other right or remedy available to us, any fees not paid by the due date shall attract interest at the rate of two per cent (2%) per month, calculated on a daily basis from the due date until the date of actual payment.
5. We reserve the right to review the Fees annually upon not less than sixty (60) days’ prior written notice to you.

6. Payments and Disbursements

1. The Platform shall facilitate the collection of payments from Consumers in respect of utility charges billed through the Platform, using the payment channels made available on the Consumer App from time to time. Such payment channels are provided by duly-licensed third-party payment service providers, and the Platform’s role is limited to enabling and coordinating access to those channels.
2. We are not a bank, financial institution or licensed payment service provider, and nothing in these terms shall be construed as constituting us as such. We do not hold, safeguard, or take custody of Consumer funds in any deposit-taking or custodial capacity; all collection, processing and settlement of payments is undertaken by the licensed payment service provider(s) integrated with the Platform, and we act solely as a technology intermediary facilitating the initiation and routing of such transactions.
3. We shall remit collected funds, net of the transaction and collection Fees, to your disbursement account within a period which shall not exceed five (5) business days from the date of collection, save where a longer period is required by the relevant payment service provider or applicable law. For the avoidance of doubt, any delay, failure, or error attributable to a payment service provider’s processing, settlement, or banking infrastructure shall not be construed as an act or omission of ours.
4. You shall promptly notify us in writing of any change to the Disbursement Account, and we shall not be liable for any misdirected disbursement made in reliance on account details last notified by you.
5. We shall maintain records of all collections and disbursements made through the Platform and shall make such records available to you through the Network Manager App or upon reasonable written request.

7. Default and Remedies for Non-Payment

1. Where you fail to pay any Fees due to us under this Agreement by the applicable due date, we shall issue you a written notice specifying the outstanding amount and requiring payment within seven (7) business days of the date of such notice.
2. If the payment default remains unremedied upon expiry of the period specified in the notice, we shall be entitled, upon not less than five (5) business days’ further written notice to you specifying the amount to be withheld, to instruct the relevant payment service provider to withhold, from any funds otherwise due for disbursement to your disbursement account under Clause 6, an amount not exceeding the outstanding Fees, together with any interest or charges properly accrued thereon, and to apply such withheld amount towards satisfaction of the outstanding Fees. We shall account to you in writing for any amount so withheld and applied and shall procure the remittance of any balance in accordance with Clause 6.3.
3. If the Payment Default remains unremedied following the exercise of our rights under Clause 7.2, whether because the funds available for withholding are insufficient to recover the outstanding subscription Fee in full or otherwise, we shall be entitled to cancel your license to use the Platform, with immediate effect, by written notice to you.

8. Data Protection

1. Each Party shall comply with the Nigeria Data Protection Act 2023 and its subsidiary regulations in respect of personal data processed under these Terms; we shall implement appropriate technical and organisational measures to protect such data, notify you within twenty-four (24) hours of any personal data breach and shall not transfer personal data outside Nigeria except in compliance with the applicable cross-border transfer requirements and the General Application and Implementation Directive (GAID) 2025.
2. We shall process personal data only on your documented instructions and shall not process personal data for any purpose other than the provision of the services, unless required to do so by applicable law, in which case we shall notify you of that legal requirement before processing (unless such law prohibits notification on important grounds of public interest).
3. We shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, having regard to the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing.
4. We shall not engage any sub-processor to process personal data on your behalf without your prior written consent. Where such consent is given, we shall impose on any sub-processor data protection obligations no less onerous than those set out in this clause and shall remain liable for any act or omission of the sub-processor.
5. We shall notify you without undue delay and in any event within twenty-four (24) hours of becoming aware of any personal data breach. Such notification shall include, to the extent reasonably available, a description of the nature of the breach, the categories and approximate number of data subjects and records affected, the likely consequences, and the measures taken or proposed to address the breach.
6. We shall, taking into account the nature of the processing, assist you by appropriate technical and organisational measures in fulfilling your obligations to respond to requests from data subjects exercising their rights under applicable law.
7. We shall not transfer personal data outside Nigeria except in compliance with the applicable cross-border transfer requirements under the Nigeria Data Protection Act 2023 and the General Application and Implementation Directive (GAID) 2025, and only with your prior written consent.
8. Upon termination or expiry of these Terms, we shall, at your election, return or securely delete all personal data processed on your behalf (including all copies), save to the extent retention is required by applicable law, and shall certify in writing that such deletion has been completed.

9. Intellectual Property

All intellectual property rights in and to the Platform, including its software, source code, trademarks, know-how and documentation, are owned by Network Nation Limited (a company incorporated in England and Wales) and/or its licensors, and are licensed to us for the purpose of providing the Platform to you. Nothing in these Terms transfers any such intellectual property rights to you, and you may use the Platform solely as permitted under these Terms. For the avoidance of doubt, all data inputted into or generated through the Platform by or on behalf of the Customer, including Consumer records, billing data, consumption data, and transaction records (“Customer Data”), shall remain the property of the Customer. We shall not use Customer Data for any purpose other than providing the Services, and shall not disclose, sell, licence, or otherwise make Customer Data available to any third party except as expressly authorised by you or as required by applicable law. We may use aggregated and anonymised data derived from Customer Data for the purposes of improving the Platform, provided that such data does not identify you or any Consumer.

10. Confidentiality

1. Each Party (the “Receiving Party”) shall keep confidential all information disclosed to it by the other Party (the “Disclosing Party”) that is designated as confidential or that ought reasonably to be regarded as confidential given its nature or the circumstances of disclosure, including business, financial, technical and Consumer data (“Confidential Information”).
2. The Receiving Party shall not disclose Confidential Information to any third party, save to its employees, professional advisers or affiliates on a need-to-know basis and who shall be bound by obligations of confidentiality no less strict than those set out in this Clause 10, or as required by applicable law, regulation or order of a court or regulatory authority.
3. The obligations in this Clause 10 shall survive the termination or expiry of these Terms for a period of five (5) years, or for so long as the Confidential Information remains confidential, whichever is longer.

11. Warranties and Disclaimers

1. Each Party warrants that it has full power and authority to enter into and perform these Terms and that its execution and performance of these Terms do not and will not conflict with any obligation owed to it by a third party.
2. Save as expressly set out in these Terms, the Platform and Services are provided “as is”, and we exclude, to the fullest extent permitted by applicable law, all conditions, warranties and other terms implied by statute, common law or otherwise, including implied warranties of merchantability, fitness for a particular purpose and uninterrupted or error-free operation.
3. Nothing in this Clause 11 shall exclude or limit either Party’s liability for fraud or for any matter which may not lawfully be excluded or limited under applicable law.

12. Limitation of Liability

1. Neither Party shall be liable to the other for any indirect, consequential, special or punitive loss or damage, or for loss of profit, revenue, goodwill or anticipated savings, whether arising in contract, tort (including negligence) or otherwise, even where such Party has been advised of the possibility of such loss.
2. Save in respect of liability arising from a Party’s fraud, wilful misconduct, or breach of Clause 8 (Data Protection) and Clause 10 (Confidentiality), each Party’s aggregate liability to the other under or in connection with these Terms in any twelve (12) month period shall not exceed the total Fees paid or payable by you to us under these Terms in the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

1. You shall indemnify and hold us harmless from and against all claims, losses, liabilities and expenses (including reasonable legal fees) arising from your breach of these Terms, your non-compliance with applicable law in respect of tariffs charged to Consumers, or any claim brought by a Consumer arising from your conduct.
2. We shall indemnify and hold you harmless from and against all claims, losses, liabilities and expenses (including reasonable legal fees) arising from our breach of these Terms or our gross negligence or wilful misconduct in the provision of the Services.
3. A Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any claim, action or demand in respect of which indemnification is sought, provided that a failure or delay in giving such notice shall not relieve the Indemnifying Party of its obligations except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. The Indemnifying Party shall have the right, at its own expense, to assume the defence and control of any such claim, provided that the Indemnified Party shall have the right to participate in the defence at its own cost and shall not settle or compromise any claim without the Indemnifying Party’s prior written consent.

14. Term and Termination

1. These Terms shall commence on the date on which the applicable Order Form is signed by both parties (the “Effective Date”) and shall continue until the Initial Period End Date set out in that Order Form (the “Initial Period”), unless terminated earlier in accordance with this Clause 14.
2. Upon expiry of the Initial Period, these Terms shall automatically renew for a period of twelve (12) months (the “First Renewal Period”), during which neither Party may terminate these Terms for convenience or give notice of non-renewal.
3. Upon expiry of the First Renewal Period, these Terms shall automatically renew for successive periods of one (1) year (each a “Subsequent Renewal Period”), unless either Party gives the other not less than ninety (90) days’ written notice of non-renewal prior to the expiry of the then-current Subsequent Renewal Period. The Initial Period, the First Renewal Period, and any Subsequent Renewal Periods are collectively referred to as the “Term”.
4. Either Party may terminate these Terms by written notice to the other with immediate effect if:
   • the other Party commits a material breach of these Terms which, if capable of remedy, is not remedied within thirty (30) days of written notice requiring it to do so; a breach shall be considered material where it substantially deprives the non-breaching Party of the benefit which it was intended to derive from these Terms;
   • the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, or has a receiver, receiver-manager, or administrator appointed over the whole or any part of its assets.
5. We may terminate these Terms in accordance with and subject to Clause 7.
6. Upon termination or expiry of these Terms for any reason, you shall settle all outstanding Fees within seven (7) business days, we shall disable your access to the Platform, and each Party shall, upon written request, return or destroy the other Party’s Confidential Information, save to the extent retention is required by applicable law.
7. Termination or expiry of these Terms shall not affect any rights or liabilities of either Party accrued prior to the date of termination or expiry.
8. The following provisions shall survive the termination or expiration of these Terms: Clause 8 (Data Protection), Clause 9 (Intellectual Property), Clause 10 (Confidentiality), Clause 12 (Limitation of Liability), Clause 13 (Indemnification), Clause 15 (Dispute Resolution), and Clause 16 (General Provisions).

15. Governing Law and Dispute Resolution

1. These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
2. The parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms through negotiation between their respective senior representatives within twenty-one (21) days of a written request by either Party.
3. Where a dispute is not resolved in accordance with Clause 15.2, either Party may refer the dispute to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023, before a sole arbitrator appointed by agreement between the parties or, failing agreement within fourteen (14) days, by the President of the Nigerian Institute of Chartered Arbitrators. The arbitration shall be conducted in Nigeria. The language of the arbitration shall be English, and the award of the arbitrator shall be final and binding on the parties.
4. Nothing in this Clause 15 shall preclude either Party from seeking interim or injunctive relief from a court of competent jurisdiction pending the outcome of arbitration.

16. General Provisions

1. Notices: Any notice given under these Terms shall be in writing and shall be delivered by hand, by courier, or by electronic mail with confirmation of receipt, to the address or email address of the relevant Party set out below, or such other address as a Party may notify to the other in writing from time to time.
2. Assignment: Neither Party shall assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other Party.
3. Entire Agreement: These Terms constitute the entire agreement between the Parties in respect of their subject matter and supersede all prior agreements, understandings and representations, whether written or oral, relating thereto.
4. Variation: We may amend these Terms from time to time by posting the amended Terms on the Platform and providing you with not less than thirty (30) days’ prior written notice (which may be delivered by email to the address associated with your account) specifying the nature of the amendments. Your continued use of the Platform following the expiry of such notice period shall constitute acceptance of the amended Terms, provided that no variation affecting Fees, the core scope of services, limitation of liability, indemnification, data protection, or termination rights shall be effective unless made in writing and signed by an authorised representative of each Party.
5. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely reflects the original commercial intent of the parties.
6. Waiver: No failure or delay by a Party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any further exercise of that right.
7. Electronic Acceptance: You accept these Terms electronically, by clicking to agree, checking a box confirming acceptance, or otherwise indicating agreement on our website or the Platform. Such electronic acceptance shall constitute your signature and shall be valid and binding on you as if you had executed these Terms by hand, and no further countersignature, seal, or physical execution by either Party shall be required for these Terms to take effect.