Terms of Termination
Last updated: 8th February 2022
Unless otherwise stated in the Service Agreement, the Service Agreement between Client and The9tynine shall be effective as of the day Client signs the Service Agreement and shall remain in force for the term.
Once the term has elapsed, the Service Agreement will be renewed on a monthly basis and may be ended with thirty (30) days’ notice. If no term is stated in the Service Agreement, the term will be based on payment of the amounts due under that Agreement or the completion of the contracted services.
- A Service Agreement may be cancelled prior to the end of a term only in the following ways: (i.) In the case of a serious violation by either party, any party may terminate this contract if the breach remains uncured for thirty (30) calendar days following written notification of the breach. (ii.) in the event that a party files for bankruptcy or is subject to involuntary bankruptcy, any party may, in its sole discretion, terminate this Agreement.
- Client shall pay The9tynine for all previously issued unpaid invoices, and expenses incurred by The9tynine in the provision of deliverables, as well as for services rendered up to the date of termination (such date being thirty (30) days after receipt of notification of the breach) that may or may not yet have been invoiced if Client terminates this Agreement.
- Payment: Payment is due upon receipt of the invoice unless otherwise specified in the Service Agreement. Unless otherwise specified in the Service Agreement, all ongoing monthly service expenses will be invoiced on the first day of each month for the services provided that month. The month before the start of the quarter, quarterly or monthly website hosting expenses will be invoiced. If the Client terminates a Service Agreement that includes regular monthly service charges, the Client will pay for the whole month of services if the termination date falls after the first of the month.
- If the Client fails to pay the amounts due during the development or provision of the deliverables in accordance with the payment terms set forth in the Services Agreement when due, The9tynine reserves the right to stop work and/or suspend services after prior notice until payment is made.
- Until final payment is received, The9tynine will maintain full ownership of the deliverables including but not limited to materials and content (whether finished or not).
- Taxes: The client will pay, reimburse, and/or hold The9tynine harmless for all sales, transfer, tariffs, excise, use, privilege, excise, and all other taxes and duties (other than those related to The9tynine’s income), whether international, national, state, or local (however designated), imposed or levied as a result of providing the service deliverables.
- Indemnity: the Client agrees to indemnify and free the9tynine, its owners, and employees from and against any and all allegations, claims, judgments suits, damages, obligations, liabilities, settlements, actions, demands, damages, losses, costs, and expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to The9tynine’s use of materials furnished by the client. This includes but is not limited to, logos, trademarks, slogans, photographs, videos, font, music, and written content. We will consider information or data collected from you to corroborate claims made in marketing deliverables to be “materials given by you.” The Client absolves The9tynine of all indemnity related to claims such as Invasion of privacy, defamation, patent, trademark copyright, and other intellectual property claims.
- The9tynine accepts no responsibility for evaluating if your business ideas, business plans, concepts, or inventions may infringe on the rights of another party or are otherwise in accordance with relevant legislation. The Client hereby attests that any business ideas, business plans, concepts, or inventions that you have provided to The9tynine for the execution of service contracts are in accordance with relevant federal, state, and local laws, rules, and regulations.
- Premised on the aforementioned, the client agrees to indemnify and hold The9tynine, its owners, and employees harmless from and against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs, and expenses (including without limitation attorneys’ fees and costs) arising out of or relating to business ideas, concepts, innovations, websites, web-based applications, and the like that Client has generated and contracted The9tynine to develop or implement.
- Event of Force Majeure: No failure, delay, or default in performance of any obligation under this Agreement (other than payment obligations) will constitute a breach of this Agreement if caused by the acts of a public authority, a strike, shortage of materials, fire, civil disorder, work stoppage, riot, labour strife, cessation of third party supplies or services, vandalism, war, severe weather, natural disaster, or other act of God; terrorism; or other cause beyond the reasonable control of the parties.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL THE9TYNINE BE LIABLE TO THE CLIENT FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCEDENTAL DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BRAND REPUTATION OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, ARISING OUT OF NEGLIGENCE, CONTRACT EXECUTION OR IN ANY WAY CONNECTED WITH THE9TYNINE’S SERVICES. LIABILITY SHALL IN NO EVENT EXCEED ANY COMPENSATION PAID BY YOU TO THE9TYNINE FOR ITS PRODUCTS OR SERVICES.
- Warranty Disclaimer: THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE9TYNINE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SERVICE OR CONTENT CONDITIONS (MERCHANTABILITY) AND FITNESS FOR A PARTICULAR PURPOSE. The9tynine attempts to surpass the client expectations; but, because marketing outcomes are impacted by a variety of external circumstances outside The9tynine’s control, The9tynine cannot promise precise results or a return on investment.
- Governing Law and Jurisdiction: These Terms, as well as all other aspects of Site usage, will be governed and interpreted in accordance with the relevant governing laws within the Federal Republic of Nigeria. The Parties agree that the venue for any action or claims arising out of this Agreement is under the legal jurisdiction of the High Court (Federal or State) sitting in Lagos, Nigeria.
- Miscellaneous: In the event that any part of these Terms is found unlawful, invalid, void, or unenforceable for any reason. Such provision is deemed severable from these Terms and does not impact the validity or enforceability of any remaining sections or the terms in the Services Agreement. The Service Agreement entered into between the parties, together with any applicable change orders, constitutes the parties’ entire agreement as it relates to the matters in that Service Agreement and supersedes any written or discussions/communications and agreements that occurred prior to the execution of that Service Agreement.
- Where The9tynine and Client have executed more than one Service Agreement during their relationship, each of those Service Agreements, as well as their corresponding Terms, shall be treated independently and shall remain in full force and effect in accordance to their individual terms.
Please contact us via [email protected] if you have any queries regarding our Terms and Termination.