This Terms of Use applies to the Service which you buy from Dial Mobile Solutions Limited (a subsidiary of MYD Technologies Limited). Under the terms of this Contract, Dial Mobile Solutions Limited (“Dial Mobile”) will provide you with voice calls and messaging service (the “Service”) either on its platform or on third party messenger platforms and or applications.
The words below have the following meanings:
(a) “You” and “your” mean the Customer;
(b) phrases that refer to ‘we’, ‘our’, ‘us’, ‘each of us’, ‘each of our’, ‘both of us’, ‘we each’ ‘we will each’, ‘we will both’, ‘whichever of us’, ‘one of us’, ‘neither of us’, ‘either of us’, ‘either of our’, ‘either one of us’ and ‘we both’ mean one or both of Dial Mobile and the Customer, whichever makes sense in the context of the sentence;
(c) the words ‘include’ or ‘including’ do not limit something to just the examples that follow;
(d) any time either of us has a right or obligation that we may exercise or perform, then whether either of us chooses to exercise or perform that right or obligation will be in that party’s sole discretion;
(e) any reference to a specific law or regulation in this Contract includes that law or regulation as amended, replaced or extended
2.1 This Contract starts on the date you subscribe for the Service (“Effective Date”) and will continue in force until:
(a) one of us ends it in accordance with the terms of this Contract; or
(b) Dial Mobile ceases to longer provide you with the Service, there are no outstanding Orders and all invoices are paid
2.2 Dial Mobile may amend the terms of this Contract from time-to-time without prior notice to you. Any amended terms take effect immediately they are posted on the website of Dial Mobile. You agree that notice on the website of any amendment is adequate notice and that it is your responsibility to read any such amendment. Your use of the Service following any amendment to this Contract will constitute your acceptance of the amended Contract.
3.1 Dial Mobile confirms that it is a legal corporation and has all the requisite authority to enter into this Contract and to provide the Service. You confirm you have all the requisite power to enter into this Contract and to fulfil your obligations under this Contract.
3.2 You will not re-sell the Service to a third party without the prior written approval of Dial Mobile. Where Dial Mobile allows You to resell the Service to any third party, you must impose on such third party in writing obligations no less onerous than those to which you are subject under this Contract.
4.1 Dial Mobile will use reasonable endeavours to:
(a) provide the Service with the care and skill that would reasonably be expected in the circumstances;
(b) comply with Applicable Law;
(c) provide information relating to your use of the Service, to authorities, regulators and law enforcement agencies, if it is legally required to; and
(d) if applicable to the Service, take reasonable steps to stop anyone getting unauthorised access to any part of the Service.
4.2 Dial Mobile may change the Service so long as the performance of the Service is not materially adversely affected. Such changes may include: introducing or removing features of the Service; or replacing the Service with a materially equivalent Service
4.3 You must:
(a) provide accurate and complete information;
(b) cooperate with Dial Mobile and comply with any reasonable requests Dial Mobile makes to it provide the Service;
(c) comply with Applicable Law, and make sure that your Users do as well;
(d) comply with the Acceptable Use Policy and the and ensure that your Users do as well.
4.4 You will not use the Dial Mobile voice calling services is any illegal, abusive, interfering or otherwise unacceptable or inappropriate manner, including:
(a) to violate any law, regulation or other published policy;
(b) to violate any agreement, rules or policies that govern the use of your mobile device;
(c) to transmit any content that is illegal, abusive, harassing, racist, hateful, or in our sole discretion objectionable;
(d) to transmit sexually explicit, pornographic, obscene, or other content which in our sole discretion we find objectionable;
(e) to sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any Dial Mobile account;
(f) to stalk, harass, or harm another individual;
(g) to impersonate another, misrepresent or falsely identify yourself;
(h) to violate any applicable third party policies or requirements that Dial Mobile has communicated to you in any manner that violates best practices, carrier guidelines, or any other industry standards;
(i) to engage in fraudulent activity with respect to third parties or otherwise using your account to bypass phone identification systems such as those by classified advertising websites;
(j) engaging in spamming or other unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls SMS or text messages, voice mail, or faxes; or
(k) or for SMS in a manner that is not designed to enhance or augment the person-to-person nature of communications.
5.1 If you do not comply with the Acceptable Use Policy, you will be liable for any claims, losses, costs or liabilities which Dial Mobile incurs as a result. Dial Mobile may, when there is a serious breach of the Acceptable Use Policy, report you and provide your personal information, including Personal Data, to the relevant law enforcement agency.
5.2 Subject to the occurrence of a Force Majeure Event, where Dial Mobile fails to perform any of its obligations under the Contract, Dial Mobile will not be liable if such failure is due to:
(a) your failure to carry out any of your responsibilities under the Contract, or you carrying them out late, in which case you will pay Dial Mobile for any reasonable costs it incurs as a result of your failure;
(b) a default by anyone other than Dial Mobile, its affiliates, subcontractors or suppliers; or
(c) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction.
6.1 You will pay and be responsible for paying all the Charges for the Service, whether the Service is used by you or someone else. This includes all Charges resulting from unauthorised or fraudulent use. Dial Mobile will invoice you, and you will pay Dial Mobile in any currency prescribed by Dial Mobile. Dial Mobile will compute the Charges based on its records and issue you an invoice in respect of the Charges. You agree to pay the full amount on each invoice Dial Mobile sends you within 14 days after the date on it. You agree to pay the full amount on any invoice without any set-off, counterclaim, deduction or withholding (whether for processing fees, transaction taxes or otherwise).
6.2 If you make a payment covering more than one invoice:
(a) you will tell Dial Mobile which amounts to apply to which invoices; and
(b) if you do not tell Dial Mobile, Dial Mobile may apply the payment to any unpaid invoices at its discretion.
6.3 When you subscribe for the Service, you will be required to enter your debit card information. You authorize Dial Mobile to charge and/or place a hold on your credit card with respect to any Charges related to the Service. You authorize the issuer of the debit card to pay any Charges for the Service without requiring a signed receipt, and you agree that your acceptance of this Contract is authorization to the issuer of the credit card to pay all such amounts. You authorize Dial Mobile and/or any other company who acts as billing agent for Dial Mobile to continue to attempt to charge and/or place holds with respect to all sums charged with respect to the Service, until such Charges are paid in full. You authorize Dial Mobile and/or any other company who acts as billing agent for Dial Mobile to bill you on a recurring basis on the anniversary of your initial subscription.
6.4 You agree to promptly provide Dial Mobile with an updated debit card information any time the debit card information you previously provided is no longer valid and to advise Dial Mobile of changes to your bank details that may affect payment of the Charges. Dial Mobile is not liable for any additional or penal charges incurred by you for insufficient funds or as a result of such attempts to charge, and/or place holds on, your credit card. Dial Mobile will ensure that you are able to verify your bill payment by acknowledgment of payment on the next bill issued, telephone confirmation by calling a specified number, or such other appropriate and accessible methods as may be made available.
6.5 Dial Mobile may at any time require you to pay a deposit, pay the Charges in advance, or provide a guarantee as security for payment of future invoices.
6.6 If you ask for any change to be made to the agreed billing arrangements for the Service, and that change results in additional Transaction Tax or Withholding Tax to Dial Mobile or its affiliate that they are unable to fully recover, then, regardless of any other term of this Contract, Dial Mobile may modify the Charges to reflect the impact of such change and you will pay Dial Mobile any additional amounts due.
6.7 If you do not pay an invoice by the date it is due and you are not disputing the invoice in accordance with the terms of this Contract, Dial Mobile may:
(a) charge you either:
(i) a late payment charge of 0.5%; or
(ii) interest on the unpaid amount at the annual rate of 7% above the Central Bank of Nigeria’s monetary policy rate at the date of calculation, or at the maximum rate allowed by Applicable Law; whichever is higher. The interest will build up and be compounded each day, from the date the invoice was due to the date you pay Dial Mobile; and 10.1.2
(b) restrict or suspend the Service.
6.8 You will pay Dial Mobile any reasonable costs that it incurs when recovering any amount you owe Dial Mobile, including deDial Mobile collection agency and legal costs.
6.9 If you do not agree with any invoice Dial Mobile sends you before you have made payment, you must give Dial Mobile Notice within 14 days after the date of the invoice. If you do not agree with an invoice Dial Mobile sends you after you have made payment, you must give Dial Mobile Notice of that dispute within 28 days after the date of the invoice. You must always pay the undisputed amount of an invoice, and any disputed amount that is less than 5 per cent of the total invoice. Any dispute in respect of any invoice will be settled in accordance with the terms of this Contract and you agree to pay the amount we both finally agree on within 7 days of our agreeing on it.
7.1 The proprietary rights over any Intellectual Property will continue in force whether the rights existed before the Effective Date of this Contract or came into being after it. If Dial Mobile provides you with Software so you can use the Service, Dial Mobile gives you a non-transferable and nonexclusive licence to use the Software only for the purposes and in the manner set out in this Contract. In addition to the terms of this Contract, you agree to comply with any third party terms that Dial Mobile makes known to you that apply to the use of the Software or Service. You will not and will ensure that your Users do not, copy, decompile, modify or reverse engineer any Software, or let anyone else do that, unless it is allowed by law or Dial Mobile has given you permission in writing. The licence to use the Software will last as long as Dial Mobile provides you with the relevant Service.
7.2 If your use of the Service infringes, or allegedly infringes, someone else’s Intellectual Property Rights, Dial Mobile will indemnify you for claims, losses, costs or liabilities brought against you provided you:
(a) tell Dial Mobile promptly about the claim;
(b) give Dial Mobile complete control of the claim straightaway;
(c) do not speak/write publicly about the claim, or act in any manner that prejudices Dial Mobile’s defence against the claim; and
(d) assist Dial Mobile in the defence of the Claim.
7.3 This indemnity will not apply to any claim that results from or is connected with: your use of the Service with equipment, software or another service which Dial Mobile has not authorised; your modifying the Service without the permission of Dial Mobile; your use of the Service in a manner not authorized by Dial Mobile.
8.1 A Fair Usage Policy “FUP” applies to unlimited plans. FUP outlines the principles that govern the use of unlimited plans by the customer. The policy ensures that every Dial Mobile customer gets their fair share of the network. To give all customers optimum service, irrespective of network demand, we have a Fair Usage Policy covering monthly usage allowances and Network Management of specific applications.
8.2 Dial Mobile supports NCC’s Consumer Code of Practice and is committed to providing the best information about any factors which affect the rates of our plans and managing our service to optimise the experience for all our customers.
8.3 Dial Mobile ensures that all of its Customers have equal use of the Service. You agree that Dial Mobile also has the right to protect the integrity of its network. Dial Mobile, therefore, reserves the right to take reasonable steps to prevent improper or excessive usage of the network. Dial Mobile may amongst other things, limit call minutes, and prevent or limit service through specific usage thresholds.
8.4 If your account remains inactive for sixty (60) days or more, Dial Mobile has the right to deactivate your account and reclaim or re-assign the Phone Number that was assigned to you.
9.1 You agree to indemnify Dial Mobile against any claims, losses, costs or liabilities brought against it that results from or is connected with: (a) your use of the Service with any equipment, software or another service not authorized by Dial Mobile; (b) your modifying the Service, without the permission of Dial Mobile; (c) any content, designs or specifications that have not been supplied by Dial Mobile; or (d) your using of the Service in any manner not permitted by this Contract.
9.2 You agree to stop any activity that led to any claim against Dial Mobile immediately Dial Mobile gives you Notice or you become aware, or should reasonably have become aware, that your activity was causing a claim against Dial Mobile.
9.3 You agree that the indemnity and remedies under Clause 7.2 are the only remedies you will have for Claims where your use of the Software infringes someone else’s Intellectual Property Rights.
You agree to keep all Confidential Information confidential and will not disclose it except: (a) to meet your responsibilities or to receive any benefit under this Contract, and then only to persons who need to be informed in order to further the stated purpose; (b) pursuant to the provisions of Applicable Law, an order of a government or regulatory authority, or court of competent jurisdiction. 13.2 The party disclosing the Confidential Information must ensure that the persons receiving it adhere to the same obligations of confidentiality. You agree that Confidential Information must be returned or destroyed within a 7 days of receiving a written request for the same. This obligations to keep Confidential Information confidential will continue in force for 3 years after the end of this Contract.
You agree and acknowledge that Dial Mobile has the obligation to adhere to the provisions of the Nigeria Data Protection Regulation 2019 where it applies to the operations of Dial Mobile. Dial Mobile will also comply with the provisions of the GDPR where applicable.
12.1 Dial Mobile may restrict or suspend the Service: (a) if Dial Mobile needs to conduct a maintenance; (b) to introduce or remove features from the Service or replace the Service; (c) if you do not pay invoices issued by Dial Mobile within the prescribed time; and (d) if Dial Mobile reasonably believes: (i) you have not complied with the Acceptable Use Policy; or (ii) it needs to in order to protect the integrity or security of the Dial Mobile Network.
12.2 If Dial Mobile restricts or suspends the Service for any of the above reasons, you will still have to pay the Charges that are payable for the Service until the Service ends; and Dial Mobile may apply a Charge, to start the Service again.
13.1 You can cancel an Order by giving Dial Mobile Notice, provided Dial Mobile receives the cancelation notice before the Service Start Date. If you cancel an Order before the Service Start Date, then: (a) if the cancellation has any impact on volume commitments or otherwise affects the agreed Charges, Dial Mobile will amend the Charges to reflect this; and (b) you will pay Dial Mobile any applicable cancellation charges and any costs incurred in preparation to providing you with the Service.
13.2 Either party may, at any time on or after the relevant Service Start Date, terminate the Contract in whole or in part by giving 90 days Notice.
14.1 If the Service is completely and continuously unavailable for more than 60 consecutive days, either party can terminate the Contract straightaway by giving the other Notice, as long as the Force Majeure Event is still having an effect when the Notice is received, and Dial Mobile will reimburse you for any Service not provided. If the Force Majeure Event has ceased before any Notice to terminate is received, the right to terminate for Force Majeure will end and the Notice will have no effect.
14.2 If there is a Force Majeure Event affecting the delivery of the Service, Dial Mobile will: (a) take reasonable steps to continue to perform the Service despite the continuance of the Force Majeure Event; (b) inform you as soon as it reasonably can on the nature and extent of the Force Majeure Event affecting the Service and the steps which are being taken to perform the Service despite the continuance of the Force Majeure Event; (c) not be liable for failing to do any thing it should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; (d) get a reasonable amount of additional time to perform the obligation that is affected by the Force Majeure Event. Nothing in this Clause affects your obligation to pay Dial Mobile any amounts payable under the Contract on time and in accordance with this Contract.
15.1 The Contract excludes, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law. Nothing in the Contract excludes or limits the liability of either of us for: fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by Law. Other than for those matters set out above, neither party shall be held liable, regardless of how that liability arose, under or in connection with the Contract, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for: any of the following losses, no matter if those losses are direct or indirect: (a) loss of profit, revenue or anticipated savings; (b) loss of business or contracts; (c) loss of goodwill; (d) loss from wasted expenditure, wasted time, or business interruption; (e) loss, destruction or corruption of data; (f) liability to any third parties unless a Clause in the Contract says something different; and (g) any special, indirect or consequential loss or damage.
Parties will make reasonable endeavour to settle any dispute or claim that occurs in relation to this Contract, and avoid having to get the courts or regulatory authorities involved. If the matter is not resolved through Dial Mobile’s internal mediation within 28 days, then either party may refer it to adjudication in Nigerian courts.
Dial Mobile may subcontract or novate any of its responsibilities under this Contract to another entity. By giving you notice of a subcontract or novation, Dial Mobile can novate this Contract, a Service or an Order to such other entity. If Dial Mobile issues any such notice, all Dial Mobile’s rights, responsibilities and liabilities will transfer to that entity. Dial Mobile can assign or transfer its right to collect payments, receivables or any other assets arising as a result of the Contract.
18.1 Nothing in this Contract sets up any partnership, exclusive arrangement or joint venture between the parties; make one party the agent of the other; or authorise either party to enter any commitments for, or on the behalf of, the other.
18.2 If either party does not do, or delays doing, something that this Contract allows, such omission or delay will not constitute waiver.
18.3 If any part of this Contract is or becomes illegal, invalid or unenforceable, that part will be considered removed, without prejudice to any other part of this Contract. In such an event, parties shall negotiate in good faith to change the Contract so it reflects the original intention of both parties as much as possible.
18.4 By agreeing the Contract, each party acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in the Contract. Each party also waives all rights and legal remedies they might have had if it were not for this Clause.
18.5 The laws of Nigeria will apply to this Contract and any disputes or claims in connection with it or our relationship, including non-contractual ones.