Scope of Agreement

• Gate Africa hereby grants the Customer a non-exclusive, non-transferable, and personal license to utilize the Software at the specified Location. The permitted usage is contingent upon the number of servers or end users outlined in the License Document. By using the Software, the Customer implicitly agrees to abide by the terms of this Agreement. This license terminates if the Customer discontinues Maintenance and Support services, as stipulated in Clause 2.2 below.

Maintenance and Support

• Maintenance and Support services by Gate Africa are not extended to Third Party Software or the Products unless explicitly agreed upon.
• The annual Maintenance and Support service will automatically renew for successive twelve (12) month terms on each anniversary of this Agreement.
• Either party may terminate this service by providing three (3) months' prior written notice to the other party.
• The notice period expires on the relevant anniversary date.

Training and Professional Services

• During the initial three months of onboarding, the Customer receives a weekly training allocation of 5 hours, accumulating to a total of 15 hours of training.
• The training sessions can be scheduled flexibly, either as separate sessions or combined, based on the preference of the estate manager.
• A dedicated onboarding demo day is offered within the first three months to ensure a comprehensive introduction to the services.

Charges

• The Licensee will be invoiced on December 1 of each year for the upcoming year's subscription.
• The invoice is due one month after the beginning of the calendar year, specifically every February 1.
• The invoice amount may be subject to change based on economic realities, allowing for adjustments to reflect current market conditions and operational costs.
• All charges are given exclusive of VAT, which will be added at the rate and in the manner prescribed by law.

Customer Responsibilities

• The Customer is responsible for ensuring that the Equipment is compatible with the Software, as well as any Third Party Software and Products.
• The Customer is required to grant reasonable physical and systems access to its Location and Equipment, facilitating the installation of the Software and the provision of Maintenance and Support by Gate Africa.
• The Customer agrees to use the Software in adherence to all operating instructions and agreed procedures, seeking approval from Gate Africa before making any configuration changes.
• The Customer is prohibited from altering or modifying the Software, transferring it from the Location, combining or incorporating it into other programs, or decompiling/disassembling the object code version of the Software.
• The Customer is responsible for maintaining full security copies of all data processed by the Software, and Gate Africa will not be held liable for any data loss.
• In cases where Gate Africa is unable to reproduce a logged fault, the Customer is expected to assist by providing remote access to the PC and/or Server for further investigation into the fault.
• The Customer agrees to present the names and contacts of at least three residents as estate managers.
• The Customer agrees to submit just one email as the “email for correspondence” between the customer and Gate Africa. Gate Africa would only recognize official requests from mails sent through that single mail.
• The Customer agrees to present the database of the estate addresses for input on the addressing system in a bid to make the estate an automatic estate (An automatic estate is an estate that has all addresses already pre-filled).
• The Customer agrees to present at least one of its committee members for training at any convenient Savertech office for accurate information during the onboarding process
• The Customer agrees to provide updates and information with respect to edits only via mail to [email protected] through the official email presented in 5.8.

Warranties

Confidentiality

• Both parties commit to making every reasonable effort to ensure that information received from the other party is not divulged to any third party and is only used for the proper fulfillment of obligations outlined in this agreement.
• A party may disclose or use information belonging to the other party without the consent of the disclosing party under the following circumstances: if it becomes publicly known to the receiving party through no wrongful act; if it is already known to the receiving party at the time of disclosure; if disclosure is mandated by an order of law or other binding regulation; or if it is disclosed to the professional advisors of the receiving party, where client confidentiality principles would otherwise prohibit further release of the disclosed information by the advisor.
• The obligations regarding confidentiality will persist in full force and effect even after the expiration or termination of this Agreement.

Intellectual Property

Termination of Agreement

• In addition to the termination right outlined in clause 4.3 above, Gate Africa reserves the right to terminate this Agreement if the Customer is in material breach of any obligations herein. If the breach is remediable, and the Customer fails to remedy it within 30 days' written notice, termination may be initiated.
• Gate Africa may terminate this Agreement immediately if the Customer becomes insolvent or bankrupt, seeks protection from creditors, or if a bankruptcy or reorganization petition is filed in any court and not dismissed within thirty (30) days.
• Upon termination of the Agreement, all outstanding fees become immediately due and payable, and the Customer's rights to use the Software will be promptly revoked.

Indemnification

• The Customer is obligated to defend and indemnify Gate Africa against all damages, liabilities, claims, losses, and expenses (including reasonable attorneys’ fees) arising from any breach of this Agreement by the Customer.
• Gate Africa undertakes to defend and settle any third-party claim against the Customer asserting that the Software infringes a NIGERIAN patent or copyright ("Infringement Claim"). Gate Africa will indemnify the Customer against the resulting costs and damages finally awarded by a court of competent jurisdiction, provided that the Customer:
  
  • promptly notifies Gate Africa in writing of such a claim,
  • grants Gate Africa sole control over the defense and settlement (as long as the Customer is unconditionally released from any liability in connection with the claim), and
  • reasonably cooperates in response to Gate Africa's request for assistance. If the Software is, or is likely to become, the subject of an Infringement Claim, Gate Africa, at its option and expense, may 
    
    
  • (a)   secure for the Customer the right to continue using it, or 
  • (b)   replace or modify the Software with substantially similar technology, or 
  • (c)   if (a) and (b) are not feasible, terminate the Agreement or the Customer’s use of the Software without further liability.
• Gate Africa is not liable if the alleged infringement is based on
  
  
  • combination with non-Gate Africa products or services, 
  • use for a purpose or in a manner not designed for the Software, or 
  • use of an older version of the Software when a newer version would have avoided the infringement (provided the Customer was informed of the availability of the newer version).  This Clause 10.2 represents the Customer’s sole and exclusive remedy and Gate Africa’s entire liability for infringement claims.

Force Majeure

• Neither party shall be held liable to the other for any failure or delay in fulfilling its obligations under this agreement, except for payment obligations, caused by any unforeseeable event or circumstance beyond its reasonable control, including but not limited to:
  
  (1)   Acts of God,
  (2)   outbreaks of hostilities, riots, civil disturbances, or acts of terrorism,
  (3)   actions of any government or authority (including the revocation of any license or consent) ,
  (4)   fire, explosion, flood, fog, or adverse weather conditions,
  (5)   defaults of suppliers or subcontractors,
  (6)   theft, malicious damage, strikes, lockouts, or any other form of industrial action. If a party is hindered from fulfilling its obligations due to a force majeure event lasting more than 30 days, either party may terminate this Agreement by providing written notice to the other party.

Liability

• The liability of either party to the other is unrestricted with regard to:
  (a) Death or personal injury;
  (b) Liability that cannot be excluded or limited by law (such as fraudulent misrepresentation);
  (c) Infringement of intellectual property rights (excluding the indemnity in Clause 10.2 above). The remaining provisions of this Section 12 are subject to Clause 12.1
• Except as specified in Clause 12.1, Gate Africa is not liable under any circumstances, whether in contract, tort, or otherwise, for direct or indirect loss of profits, business, anticipated savings, or any indirect or consequential loss, regardless of cause or origin. Gate Africa is also not liable for data loss or the costs associated with recovering lost data.
• Subject to Clauses 12.1 and 12.2, Gate Africa's liability for breach of contract, tort, negligence, breach of statutory duty, or any other cause shall be limited to an amount equal to the Charges paid by the Customer under the Agreement during the twelve-month period preceding the incident.

General

• Gate Africa reserves the right to conduct audits or engage a third party to audit and inspect the Customer's books, records, and systems to ensure compliance with this Agreement. with the Customer providing reasonable access.
• Each party acknowledges that it has entered into this Agreement relying solely on the representations, warranties, and promises explicitly contained or incorporated in this Agreement. Except as expressly stated herein, neither party shall be liable for any other representation, warranty, or promise made before the date of this Agreement, unless such representation was made fraudulently.
• Gate Africa retains the option to assign the benefits of this Agreement and its rights and obligations hereunder. The Customer may not assign, charge (other than by a floating charge), or dispose of any of its rights under this Agreement, or subcontract or delegate any of its obligations hereunder, without the prior written consent of Gate Africa.
• Only the parties to this Agreement have the right to enforce its terms. The construction, validity, and performance of this Agreement shall be governed by and construed in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts.