GENERAL TERMS AND CONDITIONS

1. DEFINITIONS: In this Agreement, the following terms and expressions shall, save contrary to the context hereof, shall have the meanings assigned herein:
2. “Activation Date” means the date on which a Link gets activated as per terms and conditions of this Agreement. .
3. “Agreement” means this Services Agreement and the terms and conditions as set out herein together with all annexure and schedules, exhibits, and the Customer Application Form, and further includes any amendments, additions, or modifications as mutually agreed in writing between the Parties from time to time.
4. Applicable Law” means any law that is applicable in a particular context and includes both Central and State legislation as may be amended or repealed from time to time, judicial and quasi-judicial rulings, and delegated legislation such as regulations, rules, guidelines, and notifications as may be issued by the Governmental Authorities from time to time.
5. “Charges” shall mean the amount to be paid by Customer in consideration of Services in terms of Clause 4 below and as specified in Exhibit A, it includes only the base fee for Service and excludes all local loop and other telecom and third party costs and expenses.
6. “Customer Equipment” shall mean the compatible telecommunication equipment, independent or as part of any other equipment(s), belonging to or owned by the Customer or any other third party, which are used by the Customer for availing the Services.
7. “Exit Payment” means the amount of which shall immediately become due and payable by the Customer in case of earlier termination of this Agreement prior to the expiry of the Lock-in period.
8. “Force Majeure Event” shall mean any event and effect thereof to the extent that such event is not caused by (or due to the gross negligence of), and are beyond the reasonable control of SERVICE PROVIDER including war, hostility, governmental, statutory or regulatory, acts of the public enemy, quarantine, restriction, or act of GOD, strikes, lock-outs, fire, explosions, sabotage, riots, civil commotion, acts of terrorism, earthquake, floods, epidemic, storm, lightning, faults or deficiencies originating in networks of other telecommunication service providers to which SERVICE PROVIDER’s Network is connected.
9. “Internet Protocol Point of Presence (IP POP)” shall mean and include all the SERVICE PROVIDER’s IP enabled POPs within the Network.
10. “ISP” shall mean an Internet Service Provider as defined by NCC from time to time.
11. “Latency” shall mean round trip delay between a designated point of SERVICE PROVIDER Internet backbone and terminating point of Network on the Upstream Service Provider. This would be measured using 1000 packets of 64-byte size. So for a Customer in Abuja, the Latency will be calculated between the designated point of the SERVICE PROVIDER Internet backbone and the terminating point of the Network on the Upstream Service Provider.
12. “Link” shall mean the provision of point-to-point connectivity between the SERVICE PROVIDER Network to the Customer’s location and more specifically described in the Purchase Order.
13. “Packet Loss” is defined as the percentage ratio of the total number of data packets lost to the total number of data packets transmitted. It is calculated by averaging over SLA Measurement Period, the packet loss between IP POPs to which the Customer is connected up to SERVICE PROVIDER’s internet gateway.
14. “Parties” means SERVICE PROVIDER and the Customer collectively and “Party” means each of them individually.
15. “Planned maintenance”/“Planned outage” shall mean any preventive, routine, or scheduled maintenance which is performed with regard to the Private Line Services, the Network, or any component thereof, which SERVICE PROVIDER or its agents reasonably believe is/are necessary in order to prevent a defect which may affect Customer’s use or access to the Services and also includes network upgrade/downgrade activities.
16. “Purchase Order” means the order placed by Customer on SERVICE PROVIDER for the provision of Services under this Agreement.
17. “Service Credit” shall mean compensation provided in the form of free Service days to the Customer, due to non-conformance by SERVICE PROVIDER of committed Service Levels. It shall be calculated in accordance with the tables provided in Trouble Ticket, Planned Maintenance, and Service outage downtime.
18. “Service Availability” shall mean the period (excluding Service Outage) during which Customer is able to exchange packets with SERVICE PROVIDER’s IP POPs.
19. “Service Outage”/ “Network Unavailability” shall mean any event or period or circumstance (other than a planned/scheduled maintenance) which results in 100% blocking of movements of packets on the Customer link and the Customer is unable to access any public IP based resources
20. “Services” shall mean Enterprise internet bandwidth services to be provided by SERVICE PROVIDER as particularly described in the relevant purchase order issued by Customer from time to time and any other incidental services including installation, implementation, and providing technical assistance under this Agreement.
21. “SLA Measurement Period” shall mean the periodicity on a quarterly basis within which the parameters of SLA are calculated.
22. “SERVICE PROVIDER Network”/ “Network” shall mean the telecommunications network and network components owned and operated by SERVICE PROVIDER, including IP POP. The SERVICE PROVIDER Network does not include Customer Equipment, local data links between POP and Customer’s Location, or any networks or network equipment not owned or controlled by SERVICE PROVIDER.
23. “Telecom Authority” shall refer to Chairman, Nigerian communication commission, Ministry of Communications, Government of Nigeria and/or any other Telecom Regulatory Authority, having competent jurisdiction over SERVICE PROVIDER; and/or Chairman, Nigerian communication commission, and shall include any officer empowered by them to perform all or any of the functions of the Authority.
24. “Trouble ticket” shall mean logging in of the Customer complaint in relation to Service disruption. The reporting of the complaint shall be made to the Customer care of the SERVICE PROVIDER. The details of Customer care facilities shall be intimated from time to time by the SERVICE PROVIDER’s account manager.
25. “SERVICE PROVIDER IP Addresses” means an IP address assigned to each permanent connection on the internet, as a part of the Service.
26. “Upstream Service Provider” shall mean an ISP with whom SERVICE PROVIDER has entered into a Bandwidth Leasing Agreement.
27. “Installation Report” or “IR” is the written declaration upon completion of successful acceptance of activation of a Link as per the format provided by the SERVICE PROVIDER.
28. SCOPE OF AGREEMENT

2.1           Subject to the provisions of this Agreement, SERVICE PROVIDER shall perform and/or provide to Customer such Services as may be described in the relevant Purchase Order or an agreed from time to time.

2.2    Customer undertakes that it shall use/utilize SERVICE PROVIDER’s Services only for its own purpose and in no event shall Customer use the Services for any purpose not envisaged under this Agreement, including for the purposes of further commercial use/exploitation of the Services.

2.3           Customer shall, at its own costs and expenses, cause the Customer Equipment to be compatible so as to have access and connectivity to the Services of SERVICE PROVIDER.

2.4          SERVICE PROVIDER shall provide Services subject to (a) terms and conditions contained in this Agreement, (b) provisions of the license under the Nigerian communication commission (c) any directions or orders issued by NCC, Government, courts, judicial forums, and other statutory authorities, and (d) any policies and/or rules/regulations adopted by SERVICE PROVIDER from time to time with regard to operation and maintenance of the Services.

2.5        Upon the delivery of the Link for verification and approval, the service provider shall notify the Customer to perform any check or acceptance test for the connectivity of the Link. The Customer shall carry out the verification or acceptance tests and convey in writing details if there is an issue found within 48 hours from the commencement of such verification tests. The Customer shall, upon completion of the acceptance or verification tests, issue and sign the IR to SERVICE PROVIDER in the agreed format which shall be the Activation Date of Link. However, in the event the Customer does not respond back to SERVICE PROVIDER by written notice within such 48 hours, the IR shall be deemed to be issued and accepted, and consequently, the link shall be deemed activated.

3. TERM

3.1      This Agreement shall commence from the Effective Date and shall remain valid for the period of _________ year(s) from the date thereof unless terminated earlier in accordance with the terms and conditions hereof. Each link shall remain active for a period of at least ________ year(s) from the Activation Date (“Lock-in Period”). However, if the Customer issues any PO for activation of Link hereunder and the tenure of such Link is going beyond the term of this Agreement, then the Link shall remain alive/active even after the term of this Agreement and all terms and conditions of this Agreement shall continue to be applied as if this Agreement has not been terminated.

3.2     The Parties acknowledge that SERVICE PROVIDER shall be making investments for providing the Services to the Customer and for which a minimum term of Lock-in Period, which is reasonably required to enable SERVICE PROVIDER to recoup its investments and capital expenditure. Hence the Customer, subject to the other terms of this Agreement, agrees to bind itself with the Lock-in Period agreed hereinabove and shall not be entitled to terminate this Agreement or any Link, in whole or in part or request for downward price revision during the relevant Lock-in Period.

4. CHARGES AND PAYMENT
5. SERVICE PROVIDER shall invoice the recurring Charges to the Customer which should be paid as an advance as per the accepted billing cycle as mentioned in the Customer application form. The Onetime Charges shall be payable in advance along with the Purchase Order.
6. Any present and future taxes and other statutory levies chargeable in respect of Services provided by SERVICE PROVIDER under this Agreement shall be charged extra to Customer.
7. All payments, for the services availed hereunder, shall be made only by way of account payee cheque/bank draft/banker’s cheque favoring “Gifra Wireless Limited”, payable at par. Payments made by account payee cheque shall be subject to realization.
8. SERVICE PROVIDER hereby expressly disclaims any and all responsibilities for any liability, misuse, fraud or losses arising out of payments made by the Customer: i) in cash or ii) by any instrument, other than those specified above or iii) to any person other than the authorized personnel of SERVICE PROVIDER.
9. SERVICE ASSURANCE REMEDIES
10. Service provider assures the customer to provide an Uptime of 98%. This would be predominantly determined by (365 Days in a Year X 24 Hrs) X 98% Service Provided. This would be predominantly calculated on a Monthly Basis.
11. SERVICE PROVIDER shall offer Services as per the Service availability assurance percentage on each port subscribed.
12. In case the Service availability percentage is less than the Service availability assurance percentage, SERVICE PROVIDER shall provide Customer Service Credits as mentioned below:
13. EXCLUSIONS: For the purpose of calculating Network / Service Availability, Packet Loss and, Latency do not include Downtime or non-conformance to committed SLAs, resulting in whole or part from one or more of the following causes:
14. a) Failure to notify customer care and raising the Trouble Ticket of a service disruption;
15. b) Any act or omission of Customer or any of its agents, contractors, or vendors without the prior written authorization of SERVICE
16. c) Periods where faults are caused due to acts/omissions of Customer equipment or error;
17. d) Planned outages for which agreed-on notification was given in advance to Customer;
18. e) Non-availability of power supply or other deficiency in the infrastructure provided by Customer;
19. f) Faults reported by Customer, but no fault is found or confirmed by SERVICE PROVIDER to Customer;
20. g) Trouble tickets related to new installations, upgrades, downgrades, and shifting;
21. h) Customer elects not to release the Services for testing and repair and continues to use it on an impaired basis;
22. i) SERVICE PROVIDER or its agents are not allowed access to the Customer Equipment or the premises where the access lines are terminated; Periods where Customer or bandwidth provider staff was inaccessible to confirm the Service condition after fault clearance by SERVICE PROVIDER;
23. j) Customer’s scheduled maintenance;
24. k) Any service degradation or outage caused by third-party last-mile connectivity or by local access facilities ordered directly by the Customer;
25. l) Periods taken by Customer to confirm the Service condition after fault clearance by SERVICE PROVIDER;
26. m) Disconnection/s or temporary suspensions due to failure to meet payment obligations by Customer ;
27. n) Interconnection to or from and connectivity within other Internet Service Provider (ISP) networks or any other Service Provider network in Nigeria or abroad or any other interconnection that is considered unauthorized as per the present or future guidelines issued by the Telecom Authority;
28. o) Periods where interruptions are caused by or due to the occurrence of Force Majeure Events;
29. PROBLEM REPORTING (DOCKET OPENING) AND PROBLEM RESOLUTION (DOCKET CLOSING)

7.1                               SERVICE PROVIDER maintains a Centralized Call Centre. For reporting any SLA-related problem to SERVICE PROVIDER, SERVICE PROVIDER adopts Docketing System. The Customer has to call up the Centralized Call Centre and report the problem faced by him. The Customer shall provide all relevant details like the unique customer code provided by SERVICE PROVIDER at the time of microwave commissioning, billing code, the exact way by which Customer concluded that problem exists, Customer Equipment details, contact details of the person in case they are different from the ones in the SERVICE PROVIDER database and any other information which shall be helpful in resolving the problem or SLA claim settlement. The Docket number as allotted by the system will be issued to the Customer. The Customer needs to quote this Docket number to know the status of his query till the Docket is closed. The Docket shall be closed by SERVICE PROVIDER on a phone call to the Customer. In case of unavailability of Customer, it will be communicated and recorded through an e-mail to Customer and closed.

7.2                   This Docket number will be the reference database for the SLA claim process. It is reiterated that any such claim without a Docket number will not be accepted by SERVICE PROVIDER for SLA settlement. SERVICE PROVIDER maintains a helpdesk for better support and fast problem resolution.

9. OBLIGATIONS OF CUSTOMER

9.1                   Customer shall be bound by the (a) terms and conditions of this Agreement, (b) terms and conditions of the Customer Application Form (c) terms and conditions of the equipment heir agreement.(d) term of the Internet Acceptable Usage Policy, attached as  Appendix- B (e) guidelines and instructions issued by the Nigerian Communication Commission and other statutory authorities or their successors-in-office, as may be advised by SERVICE PROVIDER from time to time.

9.2 Prior to the commencement of Services hereunder, Customer shall submit the prescribed Customer Application Form/s complete in material particulars and duly supported by requisite documents, along with prescribed fees/payments as may be required by SERVICE PROVIDER from time to time in order to enable/facilitate the provision of Services (and any additional services) pursuant to this Agreement. The Services shall not be commenced unless and until the Customer fulfills all requisite formalities in connection with the Customer Applications Form.

9.3                   Customer shall not use Services provided under this Agreement for any purpose that is in violation of any Applicable Laws or of public policy, and shall not use the Services in any manner that violates any statutory directives or orders for the time being in force or in any manner that may interfere unreasonably, directly or indirectly, with the use of the Services by one or more other Customers of SERVICE PROVIDER;

9.4               Customer understands that international connectivity is being provided by Upstream service provider.

10. DISCLAIMERS BY SERVICE PROVIDER

10.1      The Services are provided on an “AS IS, WHERE IS, and AVAILABLE” basis without warranties of any kind, either express, statutory, or implied, including but not limited to warranties of title, non-infringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by SERVICE PROVIDER, its affiliates, or their respective employees shall create a warranty. Neither SERVICE PROVIDER nor its affiliates warrant that the Services will not be interrupted or error-free or that any information, software, or other material accessible on the Services is free of viruses, worms, trojan horses, or other harmful components. The Customer shall solely at its own cost ensure that its equipment is adequately protected and the SERVICE PROVIDER accepts no responsibilities or liabilities of any kind for loss of any data files.

10.2 SERVICE PROVIDER does not guarantee the uninterrupted or fault-free working of the Network or the Services and shall not be liable to Customer or to any user or other person for injuries or damages resulting from omission, interruptions, delays, errors in transmission, failures, or defects in Equipment, or any other causes (including but not limited to the failure to transmit) which are connected with Force Majeure Events.

10.3 In no event shall SERVICE PROVIDER be liable to Customer or any other person/party for direct or indirect consequential loss or damage, economic or otherwise, including of profits and loss of reputation, goodwill, even if advised of the possibility thereof.

10.4 SERVICE PROVIDER makes no representation or warranty other than those set forth in these terms and conditions. SERVICE PROVIDER hereby expressly disclaims all implied warranties.

10.5 SERVICE PROVIDER, its affiliates or its contractors expressly excludes and disclaims liability for itself, its directors, or its employees, representatives, and assigns for any direct, indirect, incidental, special, punitive, or consequential loss, damages, costs, expenses, or for loss of profits, business, revenue, goodwill or anticipated savings or for libel and/or slander arising out of a message sent or received by Customer via SERVICE PROVIDER’s Network or arising from Customer’s reliance on or use of information, services or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance.

10.6 In the event that any exclusion or disclaimer as to SERVICE PROVIDER’s liability contained in these terms and conditions shall be held to be invalid for any reason and SERVICE PROVIDER becomes liable for loss or damage that it otherwise may not have been liable for, such liability shall be limited to refund of deposits and other excess advance amounts paid by Customer after adjusting the Charges due to SERVICE PROVIDER.

10.7 If at any time, during the continuance of Services, the performance in whole or part, of any obligation under it shall be prevented or delayed by Force Majeure Events, the Customer shall not have any claim for damages against SERVICE PROVIDER in respect of such non-performance or delay in performance in connection thereto.

11. TERMINATION OF AGREEMENT / BREACH

11.1 Subject to terms and conditions contained herein, the happening or recurrence of anyone or more of the following events shall constitute an event of default on the part of the Customer under these terms and conditions (an “Event of Default”)

1. Customer breaches the terms and conditions of this Agreement and fails to cure the same within 30 days of a written demand to that effect being made by SERVICE PROVIDER.
2. Any representation or disclosure made by Customer in this Agreement or in any document or certificate furnished by Customer in connection herewith or pursuant hereto, proving to be false, at any time, in any material respect,

iii               If Customer fails to comply with all Applicable Laws, rules, and regulations, inter alia, regarding the use of the Services.

11.2 SERVICE PROVIDER shall, in its sole discretion and unconditionally, be entitled to suspend / disconnect / terminate the Services with prior notice to Customer in the event the SERVICE PROVIDER detects or suspects or has reason/s to believe or is advised by statutory agencies/authorities, that the Services provided hereunder is misused/used for illegal and unlawful purposes/carrying obnoxious messages, etc.

11.3 In the event Customer desires to exit/terminate this Agreement, whole or in part, prior to the expiry of Lock-in Period, Customer shall inform SERVICE PROVIDER at least 60 days in advance in writing and shall be liable to promptly pay the Exit Payment to SERVICE PROVIDER for Links existing as on the date of exit/termination as per methodology enumerated in ANEXTURE – A to the Agreement. The customer further agrees that the said advance written notice shall be accompanied by the requisite Exit Payment. Failure to pay Exit Payment and other pending dues by Customer shall not be considered as exit notice from the Agreement.

11.4 After the expiry of the Lock-in Period, the Customer can make a request for termination of any Link by serving 90 days written notice.

11.5 During the Lock-in period, if the Customer wishes to leave its current premises for any reason whatsoever and requests for shifting of the link to new premises, then the Customer shall inform the SERVICE PROVIDER at least 30 days in advance in writing of such decision. SERVICE PROVIDER shall make all reasonable efforts to shift the link so requested subject to techno-commercial feasibility compliance. The customer further agrees that shifting of Link shall be deemed to be on a continuous basis and any additional cost/ incidental expenses shall be on its account. However, if the Customer decides to leave such premises at its sole discretion and discontinue the link or where such shifting of the link is not possible due to techno-commercial feasibility reasons, the Customer would be liable to pay Exit Charges in terms of this Agreement.

11.6 During the Lock-in period, if the Customer requests in writing for up-gradation of the Link, SERVICE PROVIDER shall make all reasonable efforts to upgrade the Link subject to techno-commercial feasibility compliance for the same location. Customer reserves the right to terminate the Link only upon receipt of SERVICE PROVIDER’s written confirmation on failure to upgrade the link due to sole reasons of techno-commercial feasibility and hence liable to pay Exit Charges. However, where SERVICE PROVIDER fails to upgrade the Link and Customer decides to continue the Link, then the Parties may mutually agree upon request, if any raised by Customer, for waiving off the Exit Charges in terms of this Agreement.

12. CONSEQUENCES OF TERMINATION:

Upon termination of this Agreement on account of breach by the Customer,  SERVICE PROVIDER shall not be liable to refund or repay any Charges (including advance payments) paid and/or costs and expenses incurred by Customer during the Term. In case of the outstanding with the Customer till the effective date of termination, SERVICE PROVIDER shall be entitled to collect the balance and pending amount from the Customer for the Services rendered till such effective date. Where such termination of this Agreement, whole or in part, occurs during the Lock-in Period, SERVICE PROVIDER shall be entitled, in addition to outstanding payments, to the Exit Payment from the Customer. SERVICE PROVIDER shall be entitled to remove and take back any of SERVICE PROVIDER Equipment that was provided or installed at the Customer’s premises for providing the Services.

13. TRANSFER AND ASSIGNMENT: The customer is not permitted to transfer the Services or to assign any right or interest or delegate any of its responsibilities arising hereunder to any person, firm or company without obtaining specific prior written permission from the SERVICE PROVIDER.
14. GENERAL PROVISIONS

14.1 It is hereby agreed that this Agreement and the terms and conditions contained in the Customer Application Form, shall govern the relationship between SERVICE PROVIDER and Customer to the exclusion of any understandings, oral or written, and/or any representations or communications, oral, written or visual, between the Parties relating to the Services.

14.2 Any waiver, concession or extra time allowed or granted by either Party to the other shall be limited and applicable to the specific instance in which it was given and the same shall not affect the waiving Party’s rights under these terms and conditions in any way (whether in that or any other instance)

15. ARBITRATION:

It is mutually agreed between the Parties, that in the event any difference or dispute relating to these terms and conditions, the same shall be referred to as an Arbitration comprising of a sole arbitrator to be nominated in accordance with the Arbitration and Conciliation Act, 1990 (“the Act”). The award of the Arbitral Panel shall be final and binding on all the Parties. The Arbitration proceedings shall be held in Abuja and shall be conducted in such language as specified by the Arbitral Panel. The arbitral proceedings and the arbitral award shall be governed by the provisions of the Act and laws of Nigeria.

16. GOVERNING LAW: Subject to the provisions of Clause 15, the provisions of this Agreement (and any disputes arising in connection with the same) shall be governed by and construed in accordance with the laws in Nigeria and shall be subject to the exclusive jurisdiction of the courts at Lagos.
17. MUTUAL REPRESENTATION: Each of the Parties hereby represents and confirms to the other that:
18. It is a validity incorporated legal entity and in good standing under the applicable laws
19. It has full power and authority to execute this Agreement and discharge its obligations hereunder
20. Execution, delivery, and performance of this Agreement will not violate any statutory provision, order, judgment, contract, or other legally binding instruments
21. It has obtained all consents, approvals, licenses, and permits as necessary for execution, delivery, and performance of this Agreement or will do so in accordance with applicable statutory and/or contractual provisions.
22. INDEPENDENT CONTRACTORS: Nothing contained in this Agreement shall be deemed or constructed as creating a joint venture or partnership between the Parties. The Parties shall have no power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent entities with respect to each other
23. SEVERABILITY: In the event, that any part or the whole of this Agreement is held to be invalid or unenforceable for any reason whatsoever, in such event the part rendered invalid or unenforceable shall not affect the remaining provisions herein contained. In such a case, the Parties shall mutually negotiate and agree to replace such invalid or unenforceable portion with valid and enforceable provisions so as to achieve the mutually agreed economic effect
24. AMENDMENTS: This Agreement may not be amended or modified except by way of a writing executed in that behalf by authorized representatives of all the Parties hereto
25. COUNTERPARTS: This Agreement is executed in duplicate and each of which shall be deemed to be the original and all sets when taken together shall be deemed to constitute a single document
26. NOTICE: Any notice or other communication required or permitted to be given between the Parties under this Agreement shall be given in writing at their principal offices or such other addresses as may be made available from time to time:

Any such notice or other communication will be deemed to have been given and received (whether actually received or not) on the day it is personally delivered or delivered by courier or overnight delivery service or if sent by tele-fax when actually received.

23. CONFIDENTIALITY: Each Party, its employees, associates, and agents shall have access to any information which is of a confidential nature. All SERVICE PROVIDER written, digital and oral information or data including, but not limited, to those of a technical nature, or processes or policies and operations communicated to the other shall be held in strict confidence and be used only on a need-to-know basis and only for purposes of this Agreement (“Confidential Information”). No such Confidential Information shall be disclosed during the Term of this Agreement without the prior written consent of the other Party. Upon termination of this Agreement, all Confidential Information shall immediately be returned without retaining any copies thereof. This Confidential Information obligation shall survive for a period of one (01) year after the date of termination of this Agreement.
24. RECONCILIATION: During the Term and for a period of at least three (3) years thereafter (but in no event less than any time period required by applicable law, rule or regulation), the Customer shall maintain and provide all invoices and supporting documents including the statement of accounts to SERVICE PROVIDER for such period as may be requested by SERVICE PROVIDER for the purpose of performing audit and reconciliation in order to resolve any payment disputes between both the parties. The parties also agree that the Customer shall cooperate with SERVICE PROVIDER for sign-off on the outstanding amount every six months commencing from the date of raising of the first invoice.
25. ENTIRE AGREEMENT: The Agreement, annexure, schedules, and the Purchase Order issued hereunder constitute the final, entire understanding, and exclusive agreement between the Parties with respect to the subject matter hereof and shall cancel and supersede all prior or contemporaneous oral or written agreements, writings or communications in this regard. In case of any inconsistency or conflict between this Agreement and a Purchase Order, the terms of this Agreement shall prevail. Any additional or different terms in any purchase order, invoice, email, or other similar documents, now or in the future, shall be expressly subject to each term of this Agreement and the applicable Purchase Order.