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Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Business Day: any day which is not a Saturday, Sunday or public holiday in Nigeria
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer Data: the data inputted by the Customer, Authorised Users, or the Provider on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the document made available to the Customer by the Provider online via http://backOfficeSME.com or such other web address notified by the Provider to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement as set out in Schedule 2.
Normal Business Hours: [8.00 am to 6.00 pm] local NIGERIA time, each Business Day.
Renewal Period: the period described in clause 14.1.
Services: the subscription services provided by the Provider to the Customer under this agreement via [http://backOfficeSME.com] or any other website notified to the Customer by the Provider from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Provider as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Provider for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
Subscription Term: has the meaning given in clause 14.1.
Support Services Policy: the Provider's policy for providing support in relation to the Services as made available at [http://backOfficeSME.com] or such other website address as may be notified to the Customer from time to time.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
and the Provider reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
The Customer shall:
in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
and the Customer shall pay each invoice within 30 days after the date of such invoice.
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
The Provider shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Providers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
This agreement has been entered into on the date stated at the beginning of it.