Published using Google Docs
OkHi Terms of Service - Nigeria
Updated automatically every 5 minutes

OkHi Terms of Service (Nigeria)

INTRODUCTION

These Terms of Service were last updated on: 10 June 2025.

These Terms of Service set out the terms and conditions upon which you may use the OkHi Service and any application or functionality OkHi makes available through the OkHi Service.

By using the OkHi Service or signing an Order Form, you agree to and accept these Terms of Service and the Order Form.

If you have been granted permission to access the OkHi Service through a third party distributor or reseller of the OkHi Service (and have not been granted access directly by OkHi), your access to and use of the OkHi Service will be subject to the terms and conditions of the agreement between you and the distributor or reseller (the “Reseller Agreement”), and the terms and conditions of these Terms of Service as set out below.  

  1. Information about OkHi

The OkHi service is provided by OkHi Nigeria Limited, a private limited liability company incorporated and registered under the laws of the Federal Republic of Nigeria (CRN: 1794768) ("OkHi").

  1. Interpretation

In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

"Agreement" means the agreement between the Customer and OkHi, comprising the Order Form and the Terms of Service, for the provision of the OkHi Service;

“API” means OkHi’s application programming interface which connects the Customer System to the OkHi Service and permits the Customer, its Authorised Users, and End Users to upload Customer Data to the OkHi Service;

“App” means the Android mobile application through which the Customer and its Authorised Users can access the OkHi Service;

“Applicable Laws” means all laws in force and effect as of the date hereof and which may be enacted or brought into force and effect hereinafter in Nigeria, including statutes, rules, regulations, directions, bye-laws, notifications, ordinances and judgments having force of law, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during the subsistence of this Agreement;

"Authorised User" means a person who is authorised by the Customer to access the OkHi Service;

"Business Day" means a day other than a Saturday, Sunday, or public holiday in Nigeria when banks in Lagos, Nigeria are generally open for business;

"Commencement Date" has the meaning given to it in the Order Form;

"Confidential Information" means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary;

"Customer" or "you" means the person identified on the Order Form;

"Customer Data" means the content and data that the Customer or any Authorised Users or End Users make available to OkHi and that is hosted by OkHi in connection with the provision of the OkHi Service and includes End User Data (unless expressly stated otherwise in this Agreement);

"Customer System" means the mobile application, website, or other platform used by the Customer to receive Customer Data;

“Data Protection Laws” means all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of personal data;

“End User” means a customer of the Customer who is a user of the Customer System;

“End User Data” means content and data included in Customer Data which relates solely to End Users;

"Fees" means the Service Fees and the Integration Fees (if any);

"Google" means Google, Inc.;

"Initial Term" means the period set out in the Order Form;

"Integration Fees" means the fee set out in the Order Form, or such other amount that the parties may agree in writing from time to time, relating to the provision of the Integration Services (if any);

"Integration Services" means the integration services (if any) described in the Order Form, and any other configuration required to enable the Customer and its Authorised Users to use the OkHi Service as the parties may agree to in writing from time to time;

"OkHi Service" means the physical and digital location data verification service that OkHi makes available as a service (by itself or through third party service providers), as identified in the Order Form, the API, the SDK, the App and the WebApp;

“Physical Verification” means the physical verification of End Users’ location data by OkHi through contracted third-party service providers.

"Order Form" means the order form signed (whether electronically or otherwise) by the parties, and which, amongst other things, identifies the Customer, the Term, and the Fees;

"Renewal Term" means the period set out in the Order Form or as otherwise agreed by the parties in writing;  

"Reseller" has the meaning given in the Introduction of these Terms of Service;

"SDK" means the software supplied by OkHi to be embedded in the Customer System, and any related documentation relating to the integration of the OkHi Service with the Customer System;

"Term" means the duration of the Agreement, comprising the Initial Term and the Renewal Term, subject to earlier termination of this Agreement in accordance with its terms;

"Terms of Service" means these terms and conditions of service, as amended from time to time;

"Third Party Sites" has the meaning given in clause 7;

"User Account" means an account set up by the Customer with an ID and password that an Authorised User uses to access the OkHi Service;

"WebApp" means the website application through which the Customer and its Authorised Users can access the OkHi Service;

"VAT" means value added tax (and any equivalent tax payable in any jurisdiction); and

"Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.

  1. Duration

  1. The Agreement shall commence on the Commencement Date and shall continue for the Initial Term, subject to earlier termination in accordance with the Agreement.
  2. The Initial Term shall automatically extend for a Renewal Term at the end of the Initial Term and at the end of each Renewal Term thereafter, unless either party gives written notice to the other party to terminate the Agreement at least thirty (30) days before the end of the Initial Term or the then-current Renewal Term (as applicable).    

  1. Integration Services

  1. The Customer shall be responsible for integrating the OkHi Service with the Customer System and for any other configuration required to enable the Customer and its Authorised Users to access the OkHi Service through the Customer System.
  2. OkHi shall provide reasonable assistance as required for the Customer to perform its obligations under clause 4a.
  3. Where the Customer integrates the OkHi Service with the Customer System using the SDK, the Customer shall embed the SDK or include the libraries as dependencies integrated into the build of the Customer System.
  4. Where the parties have agreed in the Order Form that OkHi will provide Integration Services, OkHi shall, in performing the Integration Services, shall comply with the Customer's reasonable instructions, and the Customer shall provide OkHi with access to the Customer System, Customer Data, and any other systems or services of the Customer as OkHi may reasonably require in order to provide the Integration Services.

  1. Access to the OkHi service

  1. OkHi grants the Customer a non-exclusive, non-transferable, and non-sublicensable licence for the Term to access, use, and permit Authorised Users to:
  1. download, integrate and use the SDK and/or the API and to access the OkHi Service through the SDK or the API;
  2. access the OkHi Service through the WebApp; and
  3. use the OkHi Service, each in accordance with and subject to the terms and conditions of the Agreement.
  1. In order to access the OkHi Service, the Customer will be required to use a User Account, which OkHi will set up for the Customer.
  2. OkHi will provide the Customer with the login details, authentication keys and tokens for User Accounts, and the Customer must treat any keys, tokens, username and passwords used to access the OkHi Service or a User Account as Confidential Information and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to the OkHi Service, including any other Authorised User or persons within the Customer's organisation, company, or business.
  3. The Customer must prevent any unauthorised access to, or use of, the OkHi Service, and must promptly notify OkHi in the event of any such unauthorised access or use. If the Customer has any concerns about the login details or authentication keys for any User Account, or thinks any of them may have been misused, the Customer shall notify OkHi at teamokhi@okhi.com. The Customer must immediately notify OkHi if the Customer becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
  4. The Customer is responsible for making all arrangements necessary for Authorised Users to gain access to the OkHi Service.
  5. The Customer shall indemnify and defend OkHi, and its agents and contractors from and against any and all losses, damages, claims, liabilities, or expenses (including reasonable lawyer's fees) arising out of a claim brought by an Authorised User or any other third party relating to the Customer's use of the OkHi Service (except to the extent caused by OkHi's negligence).  

  1. Physical Verification

  1. In the event that the Customer opts for Physical Verification, the Customer hereby authorizes OkHi to transfer such relevant parts of the End User Data as may be necessary for the provision and completion of the Physical Verification to relevant third-party service providers that OkHi has contracted in connection with the provision of the Physical Verification, provided that OkHi shall ensure that all third-party service providers are bound by confidentiality and data protection obligations similar to those imposed on OkHi under this Agreement.
  2. The Customer will send all requests for Physical Verification to OkHi via the OkHi API. OkHi shall provide an address verification report in response to such requests within five (5) Business Days after the request is made.
  3. OkHi will take reasonable steps to ensure the accuracy of the address verification reports, nonetheless, OkHi does not warrant that the reports will be error-free.
  4. OkHi shall retain copies of any address verification reports as part of its database of verified addresses and may use such reports to provide additional physical address verification services or digital address verification services to other OkHi customers.

  1. Customer's obligations

  1. The Customer:
  1. must comply with all Applicable Laws and regulations with respect to its use of the OkHi Service and its activities under the Agreement;
  2. must use the OkHi Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the OkHi Service by its Authorised Users as if they were the acts and omissions of the Customer;
  3. must ensure that the Customer ends an Authorised User's right to access and use the OkHi Service if the Authorised User ceases its employment or other relationship with the Customer;
  4. must notify OkHi in writing if there are any changes to any of the Customer's details as set out in the Order Form;
  5. must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by OkHi in writing (including e-mail) from time to time;
  6. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the OkHi Service;
  7. must not do, or allow any Authorised Users or other persons to do, any of the following:
  1. access, store, distribute, or transmit any Virus through the OkHi Service;
  2. use the OkHi Service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive;
  3. use the OkHi Service in a manner that is illegal or causes damage or injury to any person or property;
  4. use any automated system, including without limitation "robots", "spiders", or "offline readers", to access the OkHi Service in a manner that sends more request messages to the OkHi Service than a human can reasonably produce in the same period of time by using a conventional online web browser;
  5. attempt to interfere with or compromise the integrity or security of the OkHi Service.
  1. OkHi
  1. reserves the right, without liability or prejudice to its other rights under the Agreement, to disable all or any User Accounts or access to all or any part of the OkHi Service by any Authorised User, for any breach of any provision of clause 7a(viii).
  2. may monitor the Customer's and Authorised Users' use of the OkHi Service to ensure the quality of, and improve, the OkHi Service, and verify the Customer's compliance with the Agreement.
  1. The OkHi Service may contain links to, or call the servers of, third party websites, data or services that are not under OkHi's control, solely at the direction of and/or as a convenience to the Customer ("Third Party Sites"). As such, OkHi is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third-Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Customer's risk.
  2. This clause 7d applies where the Customer or any Authorised User has acquired the App from the Google Play App Store. The Customer:
  1. acknowledges that the Agreement is between the Customer and OkHi, and not with Google;
  2. the Customer’s (including any Authorised User) use of the App must comply with Google's then-current Google Play Store terms of service;
  3. Google is only a provider of the Google Play Store where the Customer (or any Authorised User) obtained the App;
  4. OkHi, and not Google, is solely responsible for the App;
  5. Google has no obligation or liability to the Customer with respect to the App or the Agreement; and
  6. the Customer acknowledges and agrees that Google is a third-party beneficiary to the Agreement as it relates to the App.  

  1. Important note on intellectual property rights

  1. OkHi is the owner or licensee of all intellectual property rights in the OkHi Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in the Agreement, OkHi does not grant to the Customer any rights to or licences in respect of the OkHi Service.
  2. The Customer will not, when using the OkHi Service:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the OkHi Service in any form or media or by any means;
  2. attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the OkHi Service;
  3. access all or any part of the OkHi Service in order to build a product or service which competes with the OkHi Service, or use or attempt to use the OkHi Service to directly compete with OkHi;
  4. erase or remove any proprietary or intellectual property notice contained in the OkHi Service.
  1. The Customer grants OkHi a licence to access, download and use the Customer Data (other than End User Data) for the purpose of:
  1. providing the OkHi Service to the Customer, including analysing the Customer Data in accordance with the functionalities of the OkHi Service;
  2. developing, testing, improving, and altering the functionality of the OkHi Service; and
  3. producing anonymised or anonymised and aggregated statistical reports and research.
  1. OkHi may separately enter into an agreement with the End Users to use the End User Data for any purpose that it agrees with the relevant End Users.
  2. The Customer represents and warrants to OkHi that it has the necessary right, title, interest, and consent, in each case as necessary to allow OkHi to use the Customer Data in accordance with the Agreement. The Customer shall maintain a backup of the Customer Data and OkHi shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure, or failure to store any Customer Data.
  3. OkHi may use the Customer's name, logo, and related trademarks in any of OkHi's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the OkHi Service and alongside any testimonials that the Customer has agreed to give. The Customer grants OkHi such rights as are necessary to use its name, logo, related trademarks and testimonials for the purpose of this clause 8f.
  4. The Customer agrees to provide regular feedback to OkHi in relation to its use of the OkHi Service. By submitting feedback, the Customer acknowledges that OkHi may use and allow others to use this feedback in the OkHi Service or otherwise without any restriction and without payment of any kind to the Customer.
  5. The Customer acknowledges that the Customer’s use of any map features of the OkHi Service are subject to, and the Customer agrees to be bound by, the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy), the Google Maps/Google Earth Legal Notices, the Google Maps and Earth Enterprise Universal Acceptable Use Policy (each (including the URLs at which the terms are posted) as amended, updated, or superseded from time to time).

  1. Data Protection

  1. Each party shall comply with its obligations under the applicable Data Protection Laws including, in particular, the following:
  1. only process personal data for the purpose for which it has been obtained; and
  2. use commercially reasonable security measures to protect personal data which it processes under this Agreement.
  1. For the purpose of this clause, the terms “personal data” and “processing” have the meaning given in the applicable Data Protection Laws.

  1. Confidential information

  1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
  1. Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
  2. Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
  3. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.

  1. Fees and Payment

  1. The Customer will pay the Fees in accordance with the Order Form and this clause 11.
  2. The Customer will pay the Fees by bank transfer, as set out in the Order Form.
  3. Subject to clause 11 a. and b. above, in the event that the Customer opts for the Ok Physical Address Verification, the Customer shall pay half (50%) of the applicable Fee based on the expected monthly volume upon making a request for a physical address verification exercise and the other half of the applicable Fee (50%) upon the delivery of the address verification report by OkHi to the Customer via the OkHi App.
  4. If OkHi has not received payment in full within thirty (30) days of the date of the relevant invoice, and without prejudice to any other rights and remedies available to OkHi, OkHi may, without liability to the Customer, suspend or temporarily disable all or part of the Customer's access to the OkHi Service and OkHi shall be under no obligation to provide any access to the OkHi Service while the relevant sum remains unpaid.
  5. All amounts and Fees stated or referred to in the Agreement:
  1. are payable in the local currency of the territory in which the Customer receives the OkHi Service; and
  2. are exclusive of VAT unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees.
  1. OkHi may increase any of the Fees by giving at least sixty (60) days' notice in writing to the Customer, with the increase taking effect on the effective date specified in the written notice. If the Customer is dissatisfied with the increase, the Customer may terminate the Agreement by giving OkHi at least thirty (30) days' written notice to OkHi upon receipt of the written notice of increase on Fees. For the avoidance of doubt, the Fees will not increase during the notice period.

  1. Availability and support

  1. OkHi will use commercially reasonable endeavours to make the OkHi Service available with an uptime rate of 98%, except for:
  1. planned maintenance for which twenty-four (24) hours' notice will be given;
  2. unscheduled maintenance during normal business hours (local time in which the Customer receives the OkHi Service) or otherwise, for which OkHi will use reasonable endeavours to give the Customer advance notice; and
  3. any downtime due to third party service providers used by OkHi in its provision of the OkHi Service.
  1. OkHi will use reasonable endeavours to provide a level of support and advice on the use of the OkHi Service that is appropriate to the nature of any issues requiring support or advice during normal working hours in Nigeria.
  2. The Customer shall provide all support reasonably required by OkHi to perform its obligations under this clause 12, including providing reasonably detailed descriptions of issues and updates on the performance of the OkHi Service.

  1. Suspension and Termination  

  1. Without prejudice to any other rights or remedies available to OkHi, if the Customer fails to pay any sum due to OkHi and such sum remains outstanding for a further thirty (30) days following notice requiring such sum to be paid, OkHi may immediately terminate the Agreement on giving notice to the Customer, without liability for OkHi to the Customer.
  2. Without prejudice to any other rights and remedies available to OkHi, OkHi may terminate the Agreement by notice with immediate effect, or such notice as OkHi may in its sole discretion elect to give, if the Customer:
  1. infringes OkHi's intellectual property rights in the OkHi Service;
  2. is in breach of clauses 8b and 10; and/or
  3. is in breach of any Applicable Law.
  1. Without prejudice to any other rights and remedies available to OkHi, OkHi may immediately suspend any User Account, and the Customer's or any Authorised User's right to access and use the OkHi Service without giving prior notice to the Customer, if:
  1. the Customer is in material or persistent breach of any of the terms of the Agreement;
  2. in OkHi's reasonable determination, the Customer is suspected of being in material breach of any of the terms of the Agreement, and for the purposes of this clause 13c, the parties acknowledge that any breach of clauses 8b and 10 will be a material breach of the Agreement.
  1. Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
  1. is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or  
  2. becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
  1. On termination of the Agreement for any reason:
  1. all rights and licenses granted under the Agreement shall immediately terminate and the Customer's right to access and use, and grant Authorised Users the right to access and use the OkHi Service will end;
  2. each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
  1. After the expiry or termination of the Agreement. OkHi may thereafter:
  1. delete any Customer Data at any time;
  2. retain Customer Data upon expiry or termination of the Agreement in order to comply with Applicable Law, or as OkHi may deem necessary to prosecute or defend any legal claim (in which case OkHi may retain Customer Data for a reasonable period of time pending resolution of such obligation or issue), subject to any rights OkHi may have to retain End User Data, as separately agreed with or notified to the relevant End User.
  1. Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
  2. Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of the Agreement shall survive and continue in full force and effect.

  1. Limited warranty

  1. The OkHi Service is provided on an "AS IS" basis and OkHi gives no representations, warranties, conditions, or other terms of any kind in respect of the OkHi Service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.  
  2. Except as expressly provided for in the Agreement:
  1. all representations, warranties, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
  2. OkHi will not be responsible for any interruptions, delays, failures, or non-availability affecting the OkHi Service or the performance of the OkHi Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which OkHi relies to provide the OkHi Service, or any changes to the OkHi Service made by or on behalf of the Customer, and the Customer acknowledges that OkHi does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

  1. OkHi's liability

  1. Subject to clause 15b, OkHi will not be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.  
  2. Nothing in the Agreement excludes or limits OkHi's liability for death or personal injury caused by OkHi's negligence, or for fraud or fraudulent misrepresentation.
  3. OkHi's total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid by the Customer in respect of the twelve (12) months prior to the event giving rise to the claim.

  1. Changes to the OkHi service

The Customer recognises that OkHi is always innovating and finding ways to improve the OkHi Service with new features and services. The Customer therefore agrees that the OkHi Service may change from time to time, and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the OkHi Service.  

  1. General

  1. Written communications

Applicable laws may require that some of the information or communications that OkHi sends to the Customer should be in writing. When using the OkHi Service, the Customer accepts that communication with OkHi will mainly be electronic. OkHi will contact the Customer by e-mail or provide the Customer with information by posting notices on the OkHi Service. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information, and other communications that OkHi provides to the Customer electronically comply with any legal requirement that such communications be in writing.

  1. OkHi’s right to vary the Terms of Service
    OkHi has the right to revise and amend these Terms of Service from time to time. The Customer will be subject to the Terms of Service in force at the time that it makes use of the OkHi Service, including if OkHi notifies the Customer of changes to the Terms of Service and it continues to use the OkHi Service the Customer will be subject to those changes. OkHi will use reasonable endeavours to notify the Customer of any material changes to the Terms of Service by e-mail or by the placement of a notice on the OkHi Service. The Customer has the right to terminate the Agreement where the Customer does not agree with the changes made to the Terms of Service.
  2. Notices
    All notices given by the Customer to OkHi must be submitted to teamokhi@okhi.com. OkHi may give notice to the Customer at either the e-mail or postal address the Customer provides to OkHi, or any other way that OkHi deems appropriate. Notice will be deemed received and properly served immediately when posted on the OkHi Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
  3. Transfer of any rights and obligations

The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer's rights or obligations arising under the Agreement, without OkHi's prior written consent.

  1. Events outside a party's control

Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of OkHi, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Customer from any payment obligation under the Agreement.

  1. Third party rights
    Other than as expressly stated in the Agreement, a person who is not a party to the Agreement may not enforce any of its terms.
  2. Waiver
    No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
  3. Severability
    If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.
  4. Governing law and jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the law of Nigeria, and the courts of Nigeria shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement (including any dispute relating to any non-contractual obligations) and each party irrevocably submits to the jurisdiction of the courts of Nigeria.

  1. Dispute resolution

The Parties will endeavour to amicably settle any dispute arising out of the interpretation or execution of this Agreement, failing which, such dispute shall be referred to Mediation under the provisions of Lagos Multi-Door Courthouse (LMDC) Law 2007 or extant law. Each Party shall bear its respective cost of the proceedings. Where Parties are unable to reach terms of settlement, either Party may refer the dispute to a Court of competent jurisdiction for final resolution.