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Totally IVR - Terms and Conditions

  1.  Limitation of  Totally IVR Media Obligation & Liability

    1.1. Totally IVR shall not be liable to Client or any of its customers for any special indirect, consequential, incidental or exemplary damages, including, but not limited to, loss of business, loss of profit, loss or damage resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from delays, non-deliveries, or service interruptions caused by Totally IVR or the Service, even if Totally IVR has been advised of the possibility of such damages.

    1.2. Totally IVR's liability to Client and any customer of Client is limited to the purchase price received by Totally IVR for the relevant Services excluding any expenses already incurred by Totally IVR in the provision of the service and any taxes paid.

    1.3. Client will take all necessary measures to preclude Totally IVR from being made a party to any lawsuit or claim regarding the Services provided to customers of Client. Client hereby agrees to defend, indemnify and hold harmless, Totally IVR from any and all claims of whatever nature brought by any of Client's customers against Totally IVR arising from Client's breach of this Agreement or any misconduct or wrongful omission of the Client.

  2.  Confidentiality

    Totally IVR acknowledges that by reason of its relationship with Client hereunder, it may have access to certain information and materials relating to Client's business, suppliers, customers, personnel, technology, and marketing strategies that is confidential and of substantial value to Client (collectively, "Confidential Information"). Totally IVR agrees that it will not use it, in any way for its own benefit (other than to perform under this Agreement) or for the benefit of any third party, nor will Totally IVR disclose to any third party any Confidential Information. Totally IVR further agrees that it will return to Client or destroy all copies of Confidential Information under its custody or control upon request by Client or termination of this Agreement. The provisions of this section shall survive the termination of the Agreement for any reason.

  3. Disputes

    The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in section 6 shall be subject to arbitration upon written demand of either party. Arbitration shall take place within the Federal Republic of Nigeria.

  4. Terms & Termination

    The initial term of this Agreement is one year starting from the Service Start Date. This Agreement shall automatically renew for another one year term thereafter, until terminated by either party with 30 days prior notice unless otherwise terminated as follows:

    4.1. By Totally IVR upon thirty (30) days written notice;

    4.2. By Totally IVR immediately upon notice if Client breaches any provision of this Agreement;

    4.3. There is an instituted bankruptcy or insolvency proceeding against Client, which is not vacated within sixty (60) days from the date of filing;

    4.4. Client institutes a voluntary bankruptcy or insolvency proceeding, or otherwise is insolvent;

    4.5. Client makes an assignment of all or part of its assets for the benefit of creditors

  5.  Non-assignability

    Client's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Totally IVR.

  6. Partial Invalidity

    If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

  7.  Applicable Law, Jurisdictional Matters

    This Agreement is governed by and construed under the laws of the Federal Government of Nigeria without regard to its conflict of law rules. The federal and state courts located in the Federal Republic of Nigeria shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this Agreement.