OkHi Client Terms of Service Nigeria 5 Dec 2025

OkHi Terms of Service - Clients

INTRODUCTION

These Terms of Service were last updated on: 5 December 2025.

These Terms of Service set out the terms and conditions upon which you may use the OkHi Service and any functionality that 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 (Reseller) (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”). The terms and conditions of these Terms of Service are as set out below.

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 with registration number 1794768 (“OkHi”).

Interpretation

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

“Address Verification Report” means a report issued to the Client by OkHi upon the completion of OkHi’s verification of the End User’s address, including a proof of address certificate;

“Agreement” means the agreement between the Client and OkHi, comprising the Order Form and the Terms of Service that govern the provision of the OkHi Service;

“API” means OkHi’s application programming interface which connects the Client System to the OkHi Service and permits the Client, its Authorised Users, and End Users to upload Client Data required for 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 any employee of the Client who is authorised by the Client 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 (whether in written, oral, electronic, or any other form) disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business, technical, financial, operational, commercial, and Personal Data, trade secrets, know-how, software, inventions, processes, intellectual property and any information relating to the Disclosing Party’s products, services, Clients, suppliers, or business plans. The terms of this Agreement shall also constitute Confidential Information;

“Contact Information” has the meaning given to it in Clause 4(a);

“Controller” means the Party that determines the purpose and means for Processing Personal Data, or any person or organisation as the Data Protection Laws may otherwise define as a data controller;

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

"Client Data" means the content and data that the Client makes available to OkHi to enable the provision of the OkHi Service, and includes Client End User Data;

“Client End User Data” means content and data included in Client Data which relates solely to End Users and includes the Contact Information or other Personal Data or information of End Users which the Client makes available to OkHi pursuant to the provision of the OkHi Services;

"Client System" means the mobile application, website, or other platform used by the Client to provide its own services to End Users and receive Client 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;

“Digital Verification” has the meaning given to it in Clause 4(d)(i);

“End User” means a Client of the Client who is a recipient of the Client’s services provided through the Client System;

"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 an integration of the Client System with the SDK or API, done by OkHi to enable the Client and its Authorised Users to use the OkHi Services ordered by the Client through the Order Form in writing from time to time;

“Location Data” has the meaning given to it in Clause 4(b);

“OkHi Address Book” has the meaning given to it on Clause 4(f);

“OkHi End User Data” means Personal Data or other information of End Users, and the Location Data and Transit Data which OkHi obtains from the End User following the grant of explicit consent to OkHi by the End User;

“OkHi Network” has the meaning given to it on Clause 4(f);

"OkHi Service" means the address verification services and/or address monitoring services that OkHi may make available to the Client, by itself or through third party service providers, and as specified in the Order Form.

"Order Form" means the order form signed (whether electronically or otherwise) by the Parties, and which, amongst other things, identifies the OkHi Services to be provided, Client’s details, Term, and the Fees payable;

“Party” means either OkHi or the Client, and “Parties” mean both OkHi and the Client;

“Personal Data” means any information relating to an individual, who can be identified or is identifiable, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, psychological, cultural, social, or economic identity of that individual;

“Physical Verification” has the meaning given to it in Clause 4(d)(ii);

“Processing, Processes, and Process” means any activity that involves the use of Personal Data or as the Data Protection Laws may otherwise define processing, processes or process. It includes any operation or set of operations which are performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties but does not include the mere transit of Personal Data originating outside Nigeria;

“Processor” means the Party that processes Personal Data on the instructions of the other Party (as Controller), or any person or organisation as the Data Protection Laws may otherwise define as a data processor;

"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 Client System, and any related documentation relating to the integration of the OkHi Service with the Client System;

“Sub-Processor” means any third-party processor appointed by and on behalf of the Processor in connection with this Agreement;

"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 to it in Clause 9(c);

“Transit Data” has the meaning given to it in Clause 4(c);

"User Account" means an account set up by the Client with an ID and password that an Authorised User uses to 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.

Duration

The Agreement shall commence on the Commencement Date and shall continue for the Initial Term, subject to earlier termination in accordance with the Agreement.
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).

OkHi Service Workflow

Integration with OkHi Services: The Client integrates the OkHi SDK or API into the Client System. To initialise the service, the phone number as well as End User’s full name, and/or email address (Contact Information) is passed to OkHi.
Location Data collection: Subsequently, OkHi requests the End User’s text address, Global Positioning System (GPS) location, and, optionally, Google Street View (Location Data) through the OkHi SDK.
Transit Data generation: Upon collection of Location Data, OkHi collects the End User’s location upon initiation of the Client App and, in the case of digital verification, OkHi registers a geofence at the End User's address and collects data on the End User’s entry and exit within the geofence (Transit Data).
Address Verification: OkHi may verify End Users’ addresses through either of the following methods, as selected by the Client in the Order Form:

Digital Verification: This involves confirming the End User’s address by analyzing behavioral patterns leveraging Location Data, Transit Data, behavioural analytics, and other digital means.
Physical Verification: This involves an in-person visit to the End User’s address by a third-party service provider contracted by OkHi to confirm the address. This method requires the End User’s Location Data, which will be shared with the service provider and does not require Transit Data.

Address Verification Report: Following the successful completion of the address verification, OkHi prepares and sends the Address Verification Report to the Client electronically, as well as making it available to the End User via okhi.me.
The OkHi Network and OkHi Address Book: To facilitate efficient delivery of the OkHi Services and reduce the need for End Users to re-enter their addresses on different platforms of Clients of OkHi, OkHi operates the “OkHi Network”. This network enables the storage, management, aggregation, and utilisation of OkHi End User Data integrated with OkHi. The “OkHi Address Book” across the OkHi Network allows End Users to (x) store their residential addresses, and (y) select previously stored addresses for re-use on other Client systems integrated with the OkHi SDK or API. OkHi obtains explicit consent of End Users to store and use verified addresses from the OkHi Address Book within the OkHi Network. End Users may also view their proof of address certificate(s)and information we store on them in their OkHi Address Book on www.okhi.me
Where requested by the Client, OkHi may provide ongoing address address analytics and update services, including alerts to the Client where an End User is no longer present at a previously verified address for an extended period, in support of the Client’s ongoing know-your-Client (KYC) or Client due diligence (CDD) obligations.

Integration with the Client System

The Client shall be responsible for integrating the OkHi Service with the Client System and for any other configuration required to enable the Client and its Authorised Users to access the OkHi Service through the Client System.
OkHi shall provide reasonable assistance as required for the Client to perform its obligations under Clause 5(a).
Where the Client integrates the OkHi Service with the Client System using the SDK, the Client shall embed the SDK or include the libraries as dependencies integrated into the build of the Client System.
Where the Parties have agreed in the Order Form that OkHi will provide Integration Services, OkHi shall, in performing the Integration Services, comply with the Client's reasonable instructions, and the Client shall provide OkHi with access to the Client System, Client Data, and any other systems or services of the Client as OkHi may reasonably require in order to provide the Integration Services.
The Client may also engage a third-party service provider to integrate the OkHi Services with the Client System. The Client shall be fully responsible and liable for any third-party it engages for the integration and shall ensure that the third party is bound by written confidentiality and data protection obligations no less protective than those set out in these Terms of Service. The Client agrees to indemnify OkHi against any loss, damage, or claim that may arise in connection with the integration by a third party.

Access to the OkHi service

OkHi grants the Client a non-exclusive, non-transferable, and non-sublicensable licence for the Term to access, use, and permit Authorised Users to:

download, integrate, and use the SDK and/or the API and to access the OkHi Services through the SDK or the API;
access the OkHi Services through the Client System; and
use the OkHi Services, each in accordance with and subject to the terms and conditions of the Agreement.

In order to access the OkHi Service, the Client will be required to operate a User Account, which OkHi will set up for the Client.
OkHi will provide the Client with the login details, authentication keys and tokens for User Accounts, and the Client shall treat any keys, tokens, username, and passwords used to access the OkHi Service or a User Account as Confidential Information and shall not disclose such information to any third party (other than to Authorised Users) and shall take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to the OkHi Service, including by any persons within the Client's organisation, company, or business.
The Client shall 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 Client has any concerns about the login details or authentication keys for any User Account, or thinks any of them may have been misused, the Client shall notify OkHi at teamokhi@okhi.com. The Client shall immediately notify OkHi upon the Client becoming aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
The Client is responsible for making all arrangements necessary for Authorised Users to gain access to the OkHi Service.

Physical Verification

In the event that the Client opts for Physical Verification, the Client hereby authorises OkHi to transfer such relevant parts of the Client 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.
The Client will send all requests for Physical Verification to OkHi via the OkHi API.

Timelines for Address Verification

OkHi shall use commercially reasonable efforts to complete digital Location Data verifications and provide an Address Verification Report within eight (8) Business Days after the date of the request by the Client.
In instances of physical Location Data verifications, OkHi shall provide an Address Verification Report in response to such requests within five (5) Business Days after the request is made.

Client's Obligations

The Client:

must comply with all Applicable Laws with respect to its use of the OkHi Service and its activities in connection with the Agreement;
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 Client;
must ensure that the Client ends an Authorised User's right to access and use the OkHi Service if the Authorised User ceases its employment with the Client;
must notify OkHi in writing if there are any changes to any of the Client's details as set out in the Order Form;
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;
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;
must not do, or allow any Authorised Users, third parties or other persons to do, any of the following:

access, store, distribute, or transmit any Virus through the OkHi Service;
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;
use the OkHi Service in a manner that is illegal or causes damage or injury to any person or property;
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;
use the OkHi Service for any revenue-generating endeavour or commercial enterprise not expressly permitted by this Agreement;
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.
attempt to interfere with or compromise the integrity or security of the OkHi Service;
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; or
attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the OkHi Service.

OkHi

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 9(a)(vii);
may monitor the Client's and Authorised Users' use of the OkHi Service to ensure the quality of, and improve, the OkHi Service, and verify the Client's compliance with the Agreement.

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 Client ("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 Client's risk.

Important note on Intellectual Property Rights

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 Client any rights to or licences in respect of the OkHi Service.
The Client will not, when using the OkHi Service erase or remove any proprietary or intellectual property notice contained in the OkHi Service.
The Client grants OkHi a licence to access, download and/or use the Client Data, including the Client End User Data, for the purpose of:

providing the OkHi Service to the Client, including analysing the Client Data in accordance with the functionalities of the OkHi Service;
developing, testing, improving, and altering the functionality of the OkHi Service; and
producing anonymised or anonymised and aggregated statistical reports and research.

The foregoing shall also constitute the authorised purposes for which OkHi may Process Client End User Data

The Client 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 Client Data in accordance with the Agreement.
OkHi may use the Client'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 Client uses the OkHi Service and alongside any testimonials that the Client has agreed to give. The Client grants OkHi such rights as are necessary to use its name, logo, related trademarks and testimonials for the purpose of this Clause 10(e).
The Client agrees to provide regular feedback to OkHi in relation to its use of the OkHi Service. By submitting feedback, the Client 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 Client.
The Client acknowledges that the Client’s use of any map features of the OkHi Service are subject to, and the Client 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).

Data Protection

The Parties agree that the OkHi Services rely heavily on data to function; accordingly, each Party shall comply with its obligations under the applicable Data Protection Laws, including, in particular, the following:

the obligation to only Process Personal Data for the purpose for which it has been obtained; and
the obligation to use commercially reasonable security measures to protect Personal Data which it Processes under this Agreement.

Roles of OkHi in relation to data processing:

In respect of Client End User Data which is Processed by OkHi on behalf of the Client in accordance with the Client’s instructions, the Client shall act as the Controller and OkHi shall act as the Processor.
Notwithstanding Clause 11(b)(i) above or anything to the contrary in this Terms of Service, the Client acknowledges and agrees that OkHi may act as a Controller with respect to any Processing of the OkHi End User Data provided that OkHi has obtained the explicit consent of the End User for the Processing of the OkHi End User Data for lawful purposes.
Each Party shall be individually responsible for complying with its obligations under Data Protection Laws in respect of its Processing activities or activities as a Controller, as the case may be, and shall be solely liable for any breach of such obligations.

Where the Client acts as the Data Controller, it hereby represents to OkHi that it has duly obtained the consent of the End Users whose Client End User Data is to be Processed by OkHi for the purpose of providing the OkHi Services to the Client, including by transmitting emails and messages to such End Users to notify them about the address verification.
The Client shall maintain a backup of the Client Data, and OkHi shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure, or failure to store any Client Data. OkHi shall only maintain a backup of the Client data where it is strictly required to do so by law.
Where OkHi acts as a Processor, it acknowledges that it shall not process Client Data, including Client End User Data, for a purpose contrary to the purpose for which the Client has specified.
OkHi shall ensure that Sub-Processors engaged by it fulfil their obligations under Data Protection Laws. Third parties engaged by OkHi for the Physical Verification are deemed to be sub-processors of OkHi within the meaning of Data Protection Laws.
Both Parties shall enter into a binding Data Processing Agreement to govern their data processing activities pursuant to this Agreement and delineate their obligations under Data Protection Laws.

Confidential information

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:

is or becomes publicly known other than through any act or omission of the Receiving Party;
was in the Receiving Party's lawful possession before the disclosure;
is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
is independently developed by the Receiving Party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or governmental authority.

The Receiving Party shall hold the Disclosing Party's Confidential Information in confidence, applying the same security measures and degree of care to the Confidential Information as it applies to its own confidential information. Unless required by law, the Receiving Party 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.
Where Confidential Information is to be disclosed by the Receiving Party to its representatives, affiliates, professional advisers, consultants in connection with the Agreement, or any person whom the Disclosing Party agrees in writing may receive the Confidential Information (“Permitted Recipients”), the Receiving Party shall ensure that the Permitted Recipient enters into a signed non-disclosure agreement with the Receiving Party, prior to any disclosure of the Confidential Information to such Permitted Recipient
The Receiving Party shall take all reasonable steps to ensure that the Disclosing Party's Confidential Information to which it has access is not disclosed or distributed by its employees, contractors, agents or any other persons in violation of the terms of the Agreement.
Each Party shall take a backup of its own Confidential Information and the other Party shall not be responsible to it for any loss of Confidential Information owing to the absence of a backup.
The confidentiality obligations in this Agreement shall survive the termination or expiration of this Agreement.

Fees and Payment

The Client will pay the Fees in accordance with the Order Form and this Clause 13.
The Client will pay the Fees by bank transfer, as set out in the Order Form.
Subject to Clause 13 (a) and (b) above, in the event that the Client opts for the OkHi Physical Verification, the Client shall pay half (50%) of the applicable Fee based on the expected monthly volume upon making a request for a Physical Verification exercise and the other half of the applicable Fee (50%) upon the delivery of the address verification report by OkHi to the Client.
All fees paid for a prepaid contract are strictly non-refundable, regardless of usage, cancellation, or termination of services. By submitting any prepaid payment, the Client acknowledges and agrees that these amounts are final and will not be returned under any circumstances, except where required by applicable law.
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 Client, suspend or temporarily disable all or part of the Client'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.
All amounts and Fees stated or referred to in the Agreement:

are payable in the local currency of the territory in which the Client receives the OkHi Service; and
are exclusive of VAT unless otherwise expressly stated, which shall be paid at the same time as the Fees.

OkHi may increase any of the Fees by giving at least sixty (60) days' notice in writing to the Client, with the increase taking effect on the effective date specified in the written notice. If the Client is dissatisfied with the increase, the Client 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.

Availability and support

OkHi will use commercially reasonable endeavours to make the OkHi Service available with an uptime rate of 98%, except for:

planned maintenance for which twenty-four (24) hours' notice will be given;
unscheduled maintenance during normal business hours (local time in which the Client receives the OkHi Service) or otherwise, for which OkHi will use reasonable endeavours to give the Client advance notice; and
any downtime due to third party service providers used by OkHi in its provision of the OkHi Service.

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.
The Client shall provide all support reasonably required by OkHi to perform its obligations under this Clause 14, including providing reasonably detailed descriptions of issues and updates on the performance of the OkHi Service.
Further details on the OkHi Service support are as provided in the Order Form.

Suspension and Termination

Without prejudice to any other rights or remedies available to OkHi, if the Client 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 Client, without liability on OkHi.
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 Client:

infringes OkHi's intellectual property rights in the OkHi Service;
is in breach of the provisions of this Agreement; and/or
is in breach of any Applicable Law.

Without prejudice to any other rights and remedies available to OkHi, OkHi may immediately suspend any User Account, and the Client's or any Authorised User's right to access and use the OkHi Service without giving prior notice to the Client, if:

the Client is in material or persistent breach of any of the terms of the Agreement;
in OkHi's reasonable determination, the Client is suspected of being in material breach of any of the terms of the Agreement, and for the purposes of this Clause 15(c), the Parties acknowledge that any breach of Clauses 9(a)(vii) and 12 will be a material breach of the Agreement.

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:

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
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.

On termination of the Agreement for any reason:

all rights and licences granted under the Agreement shall immediately terminate and the Client's right to access and use, and grant Authorised Users the right to access and use the OkHi Service will end;
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);
OkHi shall delete Client Data and any copies thereof pursuant to the request and instructions of the Client. Notwithstanding, OkHi shall retain Client Data where it is required to do so under Applicable Laws or by an order of a governmental or regulatory authority or court of competent jurisdiction to which it is subject.

Notwithstanding anything to the contrary in this Agreement, OkHi shall be entitled to retain OkHi End User Data in accordance with provisions of Applicable Law, including Data Protection Laws. Where End Users grant explicit consent to OkHi to Process their Contact Information by OkHi, such Contact Information constitutes OkHi End User Data, which OkHi is entitled to retain.
Furthermore, OkHi may also retain copies of Address Verification Reports as part of its database of verified addresses, in line with Applicable Laws, and may use such reports to provide the OkHi Services to other OkHi Clients, provided that OkHi obtains the End User’s explicit consent enabling it to use and reuse the Address Verification Report. OkHi’s use of the OkHi End User Data shall be subject to Data Protection Laws.]

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.
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.

Limited warranty

The OkHi Service and the Integration Services are provided on an "AS IS" basis and “AS AVAILABLE” basis, unless otherwise specified in writing. OkHi makes no representations or warranties, of any kind in respect of the OkHi Services or the Integration Services, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
OkHi will take reasonable steps to ensure the accuracy of the Address Verification Reports; however, OkHi does not warrant or guarantee the accuracy of any address provided by End Users in relation to the OkHi Service. The Client acknowledges and agrees that End Users may provide inaccurate or false information. OkHi does not assume any liability or responsibility for any claims, loss or damage that may arise from the Client’s reliance on the Address Verification Report or from any actions taken based on the said report.
Except as expressly provided for in the Agreement:

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
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 Client, and the Client 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.

Limitation of Liabilities

To the maximum extent permitted by law, neither Party shall be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty, or otherwise, for any loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover, reputation, anticipated savings or wasted expenditure, or for any special, indirect, incidental, punitive, or consequential loss, damage or expenses arising under or in connection with this Agreement, even if such loss or damage was foreseeable or the Party was advised of the possibility of such loss or damage.
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 Client in the twelve (12) months prior to the event giving rise to the claim.
Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury caused by its negligence or fraud or fraudulent misrepresentation.

Indemnity

Client indemnity: The Client shall indemnify, defend, and hold harmless OkHi, its affiliates, officers, directors, employees, agents or contractors from and against any and all losses, damages, claims, liabilities, or expenses (including solicitor fees) arising out of or in connection with:

any breach by the Client or its Authorised Users of this Agreement;
the Client’s use or misuse of the OkHi Services; or
any violation of Applicable Laws, including Data Protection Laws, by the Client.

OkHi indemnity: OkHi shall indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, agents or contractors from and against any and all losses, damages, claims, liabilities, or expenses (including solicitor fees) arising out of or in connection with:

a breach by OkHi of the provisions of this Agreement;
any claim that the OkHi Service infringes the intellectual property rights of a third party;
OkHi’s gross negligence or wilful misconduct in the performance of its obligations under this Agreement; or
any violation of Applicable Laws, including Data Protection Laws, in the course of providing the OkHi Services to the Client.

Changes to the OkHi service

The Client recognises that OkHi is always innovating and finding ways to improve the OkHi Service with new features and services. The Client 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.

General

Written communications

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

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 Client’s continued use of the OkHi Service, after any such amendments, will be subject to the Terms of Service in force at that time. In the event of any material changes to the Terms of Service, OkHi shall notify the Client by providing a 14-day notice via e-mail. The Client has the right to terminate the Agreement where the Client does not agree with the changes made to the Terms of Service.

Notices
All notices given by the Client to OkHi must be submitted to teamokhi@okhi.com. OkHi may give notice to the Client at either the e-mail or postal address the Client 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 (3) 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.
Transfer of any rights and obligations

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

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, pandemic, epidemic or civil commotion. Nothing in this clause shall excuse the Client from any payment obligation under the Agreement.

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.
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.
Governing law

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.

Dispute resolution

The Parties will endeavour to amicably settle any dispute arising out of the interpretation or execution of this Agreement through negotiations by their authorised representatives. Where the Parties are unable to amicably resolve the dispute within fifteen (15) days, such dispute shall be referred to Mediation under the provisions of Arbitration and Mediation Act 2023. Each Party shall bear its respective costs of the proceedings. Where Parties are unable to reach terms of settlement through the mediation process within three (3) months, either Party may refer the dispute to a Court of competent jurisdiction for final resolution. Nothing in this clause shall prevent any Party from obtaining injunctive relief in a Court of competent jurisdiction.