Reseller Master
Agreement.

We are Nabtech Digitalnet Limited, trading as Nabtech. In this agreement, we, us and our mean Nabtech Digitalnet Limited. You and your mean the individual or legal entity that holds the reseller account and accepts this agreement.

This agreement explains how you may purchase and resell the products we make available through our reseller programme. It covers our relationship with you, your responsibilities to your customers and sub-resellers, and the conditions for using our platform. Hosting, domains, email, security and other services remain subject to the product-specific terms that apply to each order.

If you accept on behalf of a company or another legal entity, you confirm that you are authorised to bind that entity. You must not open or operate an account in another person's name without their authority. We and you are each a party to this agreement and together are the parties.

Our global relationship. Nabtech Digitalnet Limited is a company based in the Federal Republic of Nigeria and supplies digital services to resellers and customers in different countries. Our Nigerian headquarters and chosen governing law do not mean that we serve only Nigerian customers, that every service is physically hosted in Nigeria, or that mandatory rights and duties under another applicable country's laws cease to apply. We work with resellers across our international and regional websites, subject to the products and markets actually enabled for their accounts. Unless an order explicitly names a different contracting Nabtech entity, your reseller contract is with Nabtech Digitalnet Limited, not a separate company created merely by a local website or currency.

Business-to-business scope. This master agreement is for our business resellers and their wholesale purchases. Your separately contracted retail customers are not required to waive non-excludable consumer, domain-registrant, data-protection or other local rights through this agreement. You remain responsible for giving those customers lawful terms in every market where you trade.

Version and acceptance. This is our reconciled global reseller agreement for final internal approval. The preparation date is not its effective date. Once we approve and publish a final version, a new reseller accepts it through our designated electronic acceptance process. For an existing reseller, a change takes effect only under the notice and acceptance process in section 15 and the contract already binding that reseller. We retain verifiable records of version, identity, timestamp and acceptance where our system supports them. Until properly issued and accepted, this draft does not automatically replace an existing agreement.

Please read the full agreement, including sections 1 to 26 and Appendices A to E, before accepting it. The headings, navigation and short descriptions help you find the relevant provisions; they do not replace those provisions.

1.1 Accounting Currency. The currency we use to account for your reseller balance and transactions, as shown in your account records.

1.2 Advance Account. The prepaid credit account you maintain with us for orders that use a reseller balance. It records deposits, charges, adjustments, refunds and funds reserved for pending transactions.

1.3 Agreement. This Reseller Master Agreement, Appendices A to E, the Product Agreement Extensions you accept, and revisions that take effect under section 15.

1.4 Business Day. Monday to Friday, excluding public holidays observed at our principal office in Nigeria. Our contractual business-day periods use this definition unless the relevant product, registry, bank, payment provider or mandatory local law requires another calendar. "Calendar days" include weekends and holidays.

1.5 Available Balance. The cleared credit in your Advance Account after deducting completed charges, accrued liabilities and Locked Funds. A payment that has not cleared is not an Available Balance.

1.6 Confidential Information. Information we provide to you under this agreement that is marked confidential, including software, data, technical documentation, specifications, business information and information provided through our platform. Appendix B explains how you must handle it.

1.7 Customer. The person or organisation for whom a particular order is purchased, as identified in our account records. For a domain, the registrant or registered name holder is the person or organisation identified as holding the registration under the applicable registry and registrar rules.

1.8 Our Products or Services. The hosting, domain, email, software, infrastructure, security and other products we expressly make available to your reseller account. A product appearing elsewhere on our websites is not automatically authorised for resale under your account.

1.9 Our Servers. The servers, networks and related systems that we or our Service Providers operate to deliver our products, websites, communications and platform.

1.10 Our Websites. Our international website at nabtech.co, our Nigeria website at nabtech.com.ng, our South Africa website at nabtech.co.za, and any additional regional website or account portal we designate for the relevant service.

1.11 Our Platform. The account portals, control panels, software, interfaces, application programming interfaces (APIs), servers and associated systems we make available for ordering, managing or supporting our products. In this agreement, “Nabtech” identifies our business; it does not mean that you acquire ownership of our platform.

1.12 Account Records. The order, customer, reseller, billing and configuration records held in our platform.

1.13 Platform Users. You and any customer, sub-reseller, lower-tier sub-reseller, employee, contractor, representative or other person you authorise to access our platform, directly or through your systems.

1.14 Locked Funds. Amounts temporarily reserved against your Advance Account while an order or transaction is processed, changed, renewed, cancelled or otherwise resolved. Confirming Locked Funds makes the charge final. Releasing Locked Funds returns the reserved amount to your Available Balance, subject to any other amounts due.

1.15 Sub-Reseller. A person or organisation that resells our products through your reseller account or is registered beneath your account in our platform.

1.16 Lower-Tier Sub-Resellers. Further resellers, affiliates or partners operating beneath your sub-resellers, at any level. Permission to operate a reseller chain depends on the products and permissions enabled for your account.

1.17 Order. A particular product or service purchased through your account, directly or through an authorised reseller chain, with its own order or service reference in our Account Records.

1.18 Reseller Contact Details. The current business, postal, email, telephone and authorised-contact information associated with your reseller account.

1.19 Reseller Control Panel. The online interfaces we or our Service Providers give you to manage the features enabled for your account, including orders, customers, transactions and authorised sub-resellers.

1.20 Product Agreement Extension. Additional terms for a particular product, service, registry, provider or reseller arrangement that we present for acceptance or incorporate into the relevant order. These terms apply only to the products they identify.

1.21 Reseller Transactions. Credits, debits, reservations, refunds and adjustments recorded against your Advance Account.

1.22 Selling Currency. The currency in which we quote or charge you for a product, as shown in the relevant ordering or account interface. It may differ from our Accounting Currency or the currency in which you charge your customers.

1.23 Service Providers. The suppliers, registries, registrars, data centres, payment processors, certificate authorities, software vendors, contractors and other organisations we engage, directly or through an authorised supply chain, to deliver our products or operate our platform.

1.24 ICANN. The Internet Corporation for Assigned Names and Numbers. Its applicable policies govern relevant generic top-level domain registrations through the sponsoring registrar and registry.

1.25 ICANN ERRP. ICANN's Expired Registration Recovery Policy, including amendments applicable to the relevant domain. Appendix E addresses renewal reminders and any approved arrangement for you to send them.

1.26 Prohibited Person. A person or entity with whom a relevant transaction is prohibited by sanctions, export controls or other laws applicable to us, you or the Service Provider performing that transaction. This can include restrictions administered by the United States Office of Foreign Assets Control where they lawfully apply to the service or supply chain. A provider's separately disclosed eligibility restriction may also prevent us from accepting an order.

1.27 Applicable Law. The law that legally applies to the relevant party, data, order, service, registrant or transaction. It includes Nigerian law relevant to us and any mandatory laws of another country which apply because of the customer's location, the market targeted, the subject matter, the parties' activities or other legal connecting factors. It does not mean that every law of every country applies to every transaction.

1.28 Local Mandatory Rights. Rights, regulatory obligations, consumer protections, data-protection requirements, sanctions rules, domain rules and remedies which Applicable Law does not allow the parties to exclude by contract.

1.29 Territory and Service Location. The country or region to which a service or order is marketed, supplied, billed, registered or hosted. These may be different. A local currency or regional website does not guarantee local server location, local incorporation, eligibility for a restricted service or permission to resell in that territory.

2.1 Approval to resell. You may purchase and resell the products enabled for your account after accepting any required Product Agreement Extension in the form we specify. An accepted extension forms part of this agreement. Access to one product does not give you permission to resell every Nabtech product or use a vendor's brand without permission.

2.2 Document hierarchy and mandatory law. First, Local Mandatory Rights, binding registry or registrar policies and other applicable non-excludable requirements govern the matters to which they apply. Subject to those requirements, an expressly accepted Product Agreement Extension prevails over inconsistent general terms in this master agreement only for the identified product. This master agreement governs the reseller relationship; our Terms of Service, Privacy Policy, acceptable-use rules and applicable vendor or product policies supplement it. For an authorised wholesale order, an expressly stated reseller price or commercial term prevails over an inconsistent retail offer. A document does not override another merely because it is posted more recently without satisfying section 15.

2.3 Hosting and WordPress. Where enabled, you may resell our Linux shared hosting, Windows hosting, reseller hosting and managed WordPress services, including NabWP. The order and applicable product terms define storage, traffic, account limits, supported software, management scope, backups and any service-level commitment. A reseller account is not a promise of unlimited server resources, unlimited support or a right to advertise features outside the purchased plan.

2.4 Cloud, VPS and dedicated servers. Resource allocations, operating systems, network access, software licences and management responsibilities depend on the order. Unless the plan expressly includes management, you are responsible for the applications, user access and administration within your environment. You must not represent an unmanaged service as fully managed by us or promise a capacity or location that we have not confirmed for that order.

2.5 Domains and DNS. Domain registration, renewal, transfer, premium-domain purchases, DNS and related features depend on the extension and the applicable registry or sponsoring registrar. An availability result or payment alone does not complete a registration. Registration is subject to successful processing, eligibility, accurate registrant information and required approvals. You must obtain and record customer authority for registrations, transfers, registrant changes and DNS changes. Section 4 and Appendices D and E contain further domain obligations.

2.6 Email and collaboration. Where enabled, our reseller catalogue may include hosted email, OX App Suite, Zoho Workplace and Google Workspace. Mailbox storage, user licences, commitment periods, migration assistance and cancellation conditions depend on the chosen product. You must obtain authority to administer customer mailboxes and apply the relevant provider's end-user, acceptable-use and privacy terms. Buying a product from us does not grant a separate partnership or accreditation with its provider.

2.7 Certificates and website protection. SSL certificates, including eligible RapidSSL, GeoTrust and DigiCert products, are subject to the certificate authority's validation, subscriber and revocation requirements. A certificate is not issued until required checks are completed. SiteLock, CodeGuard and other protection or backup products have their own scope, exclusions and operating requirements. A scan, certificate, backup or monitoring plan does not guarantee that a website will never be compromised or that every item can be recovered.

2.8 Website, SEO and monitoring tools. Where enabled, you may resell Site Builder, Weebly, XOVI NOW, Marketgoo, VPN products and site or server monitoring services. Features, licences, supported integrations and usage allowances follow the order and provider terms. Do not promise search rankings, uninterrupted connectivity, unrestricted VPN use, successful recovery or business results that we have not expressly committed to provide.

2.9 Our account tools and integrations. Access to our APIs, provisioning tools, management interfaces and any included automation is limited to the permissions we grant. You are responsible for testing your integration, validating customer instructions and checking the outcome of an order. An API response, queued job or submitted request is not a guarantee of completion. Any AI-assisted feature is subject to its expressly disclosed plan, usage and approval conditions; it does not expand your authority over a customer's account.

2.10 Provider agreements. You must accept and pass through the provider terms applicable to products you resell. Relevant sources include SiteLock's agreements, the CodeGuard terms supplied with that product, DigiCert's legal repository, and the applicable Google Workspace service terms. Provider website-use terms do not replace a required product subscriber agreement. We will identify the applicable agreement through the order, Product Agreement Extension or reseller documentation. You must not offer a product to a customer without making its required terms available before acceptance.

2.11 Legacy products. If an existing order includes a legacy third-party service, including Impress.ly supplied by AppMachine, the end-user licence, privacy terms and product extension accepted for that order continue to apply to it. This agreement does not reopen discontinued services for new sales. Transactions with us remain governed by this agreement except where an applicable product extension expressly provides otherwise.

2.12 Scope of our responsibility. We may deliver products ourselves or through Service Providers. Their infrastructure, licensing arrangements or policies may change. The relevant product extension and sections 6, 8, 10 and 21 address the resulting service and liability position. Links to external websites do not amount to a warranty of those websites or of products you buy independently of us.

2.13 Worldwide availability is conditional. We serve customers internationally, but the products, payment methods, currencies, domains, geographic hosting regions and reseller rights available to you depend on your approved account, the destination market, relevant providers and Applicable Law. We may withhold a product where a registry, export-control law, sanctions rule, tax obligation, licence or supplier restriction prevents lawful fulfilment. The general availability of nabtech.co or a regional Nabtech website is not itself a commitment to deliver a particular product in every country.

2.14 Country-specific supplements. Where we offer a service in a country that requires additional customer disclosures, local registration terms, a data-processing addendum, specific regulatory notices or a change to fulfilment, that country or product-specific document applies to the relevant transaction as described in section 2.2. We will identify any required supplement during ordering or otherwise before the affected service is supplied.

3.1 Agreement access. We will make this agreement and the Product Agreement Extensions applicable to your account available through our websites or Reseller Control Panel.

3.2 Notices of revisions. We will notify you by email when we issue a new version of this agreement or an applicable Product Agreement Extension. The effective date and your options are governed by section 15.

3.3 Our part of the service. We will make the products and account functions covered by an accepted order available within its stated scope, subject to payment, verification, provisioning, maintenance and the applicable product conditions. Any uptime commitment, support response commitment or service credit must be expressly included in the applicable product terms; this agreement does not invent an additional service-level guarantee.

3.4 Support relationship. We provide reseller support through our designated channels for the products you purchase from us. You provide first-line customer service, billing and technical support to your customers and reseller chain unless we expressly agree to a different support arrangement in writing. Where our assistance depends on a Service Provider, we may need to escalate the issue through that provider.

3.5 No transfer of your customer obligations. Our involvement in resolving an issue does not make us a party to your separate customer contract, guarantee your retail promises or release you from obligations you owe to your customers.

4.1 Customer relationships. You are responsible for customer service, billing and technical support for your customers, sub-resellers and lower-tier sub-resellers. Your sales descriptions, prices and promises must accurately reflect the service you have purchased. You must not bind us to terms, refunds, compensation or guarantees that we have not authorised.

4.2 Accurate records. Keep your account, customer and registrant information complete, current and accurate. Our Account Records are the operational record for orders and transactions, subject to correction of demonstrated errors and any legally binding determination. Notify us promptly of a discrepancy and provide the records needed to investigate it.

4.3 Authorised instructions. Do not register, renew, transfer, delete, reconfigure or change ownership details for a customer's order without that customer's express authority. Keep evidence of the instruction. Protect login details and API credentials, restrict access to authorised users and remove access when a user's authority ends.

4.4 Necessary access. You acknowledge that we and our authorised Service Providers need access to relevant order, customer and technical information to deliver services, investigate abuse and comply with law. That access is governed by section 13 and the applicable privacy and product terms. It is not permission to disclose passwords publicly or to use customer data for unrelated purposes.

4.5 Agreements across every reseller tier and market. Before supplying a service, ensure each relevant customer, sub-reseller or lower-tier reseller accepts legally enforceable customer terms in the language and manner required by Applicable Law, incorporating the required provider, registry, registrar and abuse rules. Your contracts must protect our legitimate rights without unlawfully removing a customer's own rights. You remain responsible to us for the reseller chain you authorise. You must not assume that Nigerian wholesale terms alone satisfy your consumer, electronic-commerce or domain disclosure obligations overseas.

4.6 Business records and audit access. During this agreement and for three years afterwards, retain necessary business communications and electronic records of orders, payments, credits, discounts, refunds, customer authority and mandatory registrar notices. Retain records longer only where binding tax, financial, registry, dispute or other Applicable Law requires it; securely delete or de-identify records when no longer lawfully needed. Make relevant records available on reasonable notice of up to 14 days, using secure transmission and data minimisation. A formal compliance audit follows the separate 15-day notice procedure in clause 4.15.

4.7 Registrant agreements and disclosure of the sponsoring registrar. Before collecting payment or obtaining binding consent for a registration, give the registrant the applicable registration agreement, fees, material restrictions, sponsoring registrar's identity or a clear means of identifying it, and required registry notices. Record consent in a verifiable manner. For ICANN-covered generic domains, include every provision and disclosure required by the sponsoring registrar's binding obligations. For country-code extensions follow their registries' specific requirements. You must identify the sponsoring registrar when a registrant asks; being a Nabtech reseller does not make you an ICANN-accredited registrar.

4.8 Domain transfers and codes. Where the current ICANN Transfer Policy applies, enable the registered name holder to create and manage the AuthInfo code and any removable transfer lock through an available secure interface, or arrange provision of the unique AuthInfo code and removal of the lock within five calendar days of the initial request where that policy requires it. Perform lawful identity and anti-fraud checks and respect only policy-permitted grounds for denial. Do not condition a permitted transfer on payment of an unrelated debt. For .ng, .uk, .co.za and other country-code domains, use that registry's applicable transfer procedure instead of assuming all extensions use an ICANN gTLD AuthInfo process.

4.9 Privacy and proxy services. Offer privacy or proxy registration only where permitted by the registry, registrar, applicable law and any applicable accreditation programme. Required underlying registrant details must be provided to the sponsoring registrar or escrowed as required by the relevant arrangement. Where a permitted service does not escrow those details, display the required clear notice when the customer selects it. Any escrow arrangement must provide the required release of data to the registrar following a harmful breach of the reseller arrangement. Do not describe an unrecognised service as ICANN accredited or recognised.

4.10 Registrant information. On the website where you offer domain registrations or renewals, provide access to ICANN's registrant benefits and responsibilities and registrant educational material. Make any other mandatory registry or registrar notices available for the relevant domain.

4.11 Prices and communication. Publish your domain registration, renewal, transfer and restoration fees for every extension you sell. Explain how you communicate with registrants, how renewal reminders are sent, and what happens before and after expiry. Make any premium renewal price and non-standard restriction clear before the customer orders.

4.12 Mandatory renewal and expiry communications. For ICANN-covered gTLD registrations, arrange at least two required expiry notices, approximately one month and one week before expiry, and at least one additional notice within five days after expiry when the domain has not been renewed or deleted, as required by the current ICANN Expired Registration Recovery Policy. Use operational targets of around 30 and seven days without narrowing the policy's permissible time windows. For .uk or other ccTLDs apply the registry's own notice schedule, which may differ. Mandatory notices must reach the required registrant contact rather than only the reseller account. Appendix E governs a specifically approved reseller-operated reminder process; an opt-out setting cannot waive a registrar's duty.

4.13 Compliance and provider changes. Comply with the applicable policies we and our Service Providers establish for the services you use. Explain relevant restrictions to your reseller chain and customers. You acknowledge that upstream supply arrangements may change; our responsibility for the effects remains subject to the express product terms and lawful limitations in this agreement.

4.14 Lawful sales. Do not transact with or act for a Prohibited Person. Do not conceal a customer's identity or route a restricted transaction through another account. Supply reasonably requested eligibility and identity information. We may reject, suspend or terminate a prohibited transaction as permitted by law and sections 6 and 25.

4.15 Compliance audits. Cooperate with our reseller compliance audits. We will give at least 15 days' reasonable notice for a formal audit request under this clause. Provide the relevant data and evidence requested. If an audit finds deficiencies, we will give you an opportunity to correct them within a reasonable period stated in our notice before escalating the audit outcome. This does not prevent urgent action under section 25 where necessary to protect services, customers or legal obligations.

4.16 Your people and systems. Ensure your employees, contractors and authorised representatives understand the obligations relevant to their work. Maintain lawful customer contracts, secure administration, appropriate privacy notices and a working route for customer complaints. You are responsible for your own systems and for the consequences of instructions submitted through credentials under your control, subject to responsibilities we cannot lawfully exclude.

4.17 Cross-border customers and fair presentation. When selling outside Nigeria, obtain any licence, registration, tax status or permission legally required for your own resale activity; make required local disclosures and provide valid cancellation, refund and complaints procedures to your customers. Do not claim our Nigerian incorporation automatically establishes a branch, registered local office or regulatory accreditation in another country.

4.18 Consumer rights and accessibility. You must not use this wholesale agreement to deny the statutory rights of an individual who buys from you as a consumer. Where local law requires a cooling-off period, mandatory refund, accessible notice, specific language or dispute forum, provide it. You are responsible for the retail relationship except where we expressly contract directly with the end customer or the law provides otherwise.

4.19 Data and marketing across borders. Comply with all privacy, direct-marketing, unsolicited messaging and breach-notification laws applicable to your actual activities and customers, including required consent or opt-out controls. Do not upload registrant personal information for unrelated advertising, sell customer data, or send it to a foreign supplier without a lawful basis and safeguards.

5.1 Our mutual authority. We and you each confirm that we have the power and authority needed to enter into and perform this agreement, and that the person accepting it is properly authorised. Each of us must obtain any consent, approval or authorisation required for our own performance.

5.2 Lawful international performance. Each party represents that it may lawfully perform its duties where it operates. We are based in Nigeria and may rely on suppliers elsewhere. You are responsible for any market-specific permission needed for your resale business; we are responsible for permissions required for our own supply activities. Neither party is required to carry out an instruction prohibited by Applicable Law, applicable sanctions or a registry or provider requirement.

5.3 Your acceptance. You confirm that you have read and understood this agreement, evaluated the suitability of our products for your business, and are legally eligible to enter into the reseller relationship. You are not a Prohibited Person and are not acting for one.

5.4 Reliance. You must not rely on an informal statement as creating a product guarantee that is absent from the applicable written agreement or order. This clause does not exclude responsibility for fraud, misrepresentation or other liability that applicable law does not allow us to exclude.

6.1 Account administration. We and our authorised Service Providers may act on instructions from you or an appropriately authorised representative, using the verification process we specify. This can include correcting account information, resetting access and making authorised changes to orders. We may require additional verification where an instruction is sensitive, inconsistent or disputed.

6.2 Information and access recovery. We may send relevant account information to your recorded contacts, to the authorised contacts for a customer's order, or to a Service Provider that needs it to perform the service. We will use appropriate security measures for access recovery. Disclosure and processing remain subject to section 13, confidentiality and applicable law.

6.3 Product availability. We may temporarily or permanently stop accepting new orders for a product. We may change suppliers or discontinue a product where our supply arrangement ends. Existing orders and any transition, termination or refund are handled under their applicable terms and sections 8 and 9; a catalogue change is not permission to take ownership of customer content.

6.4 Pricing and promotions. We may change wholesale prices, minimum purchase requirements and discounts, subject to section 15 and Appendix C. We may offer promotional programmes with their own eligibility and duration. Participation requirements may apply to resellers already enrolled in the relevant product programme where its accepted terms provide for them. You must describe promotional and renewal prices accurately to your customers.

6.5 Rejecting or reversing an order. We or the relevant Service Provider may reject a request or cancel an order within 30 days of processing where the applicable terms permit this, including validation failure, a prohibited transaction, a processing error or inability to supply the product. Any refundable amount is subject to actual processing costs, the applicable product terms and mandatory law. We will not retain a charge for an unfulfilled order where this agreement requires it to be reversed.

6.6 Maintenance and changes. We may correct defects, upgrade systems, modify interfaces and temporarily restrict platform functions to operate or protect our services. Content, documentation and account interfaces may change. Emergency technical changes may be made without advance notice. Non-emergency changes affecting contractual rights, charges or an express service commitment remain subject to the relevant notice and product terms.

6.7 Protective action. Where reasonably necessary and lawful, we may investigate traffic, preserve logs or evidence, restrict access, suspend or cancel an order, correct an error, isolate a compromised service, or contact the relevant account holders. We may act to address non-payment, a breach or credible threat of breach, fraud, abuse, a security incident, a binding legal requirement, a dispute decision or an authorised customer instruction.

6.8 Limits on protective action. Our response must be connected to the issue being addressed. Access to content or disclosure of data must have a lawful purpose and basis. We will not claim unrestricted ownership of customer data, publicly disclose it to collect a debt, or transfer a registrant's rights merely because an unrelated account balance is overdue. Domain locks, transfers, deletion and restoration remain subject to the applicable registry and registrar rules.

6.9 Expired or unconfigured services. Where the applicable product terms and registry rules allow it, an expired, suspended or unconfigured service may resolve to a holding, parking or monetisation page rather than its previous destination. Any such handling must respect mandatory registrant notices, recovery rights and applicable law. We do not promise that a third-party page will meet your business preferences, but this clause does not excuse unlawful use of another person's rights.

6.10 Corrections. We may correct demonstrated errors in our Account Records, including transactions with an earlier effective date. We will identify the correction in the account record or corresponding communication. You may raise a discrepancy with supporting evidence; correction rights do not make an incorrect record beyond challenge.

6.11 Restricted markets and orders. We may decline, suspend or limit a product, domain extension, payment method or order for a destination or customer when a relevant law, sanctions restriction, registry eligibility rule, payment requirement, licensing restriction or supplier condition prevents lawful fulfilment. We will, where legally allowed and reasonably practical, explain the issue and identify an alternative or lawful refund or reversal. We will not label every person from a country as prohibited solely because that country has a restricted activity or provider-specific limitation.

6.12 Responsibility for authorised actions. The consequences of actions properly taken under this section are subject to sections 10 and 21. Those provisions do not remove liability that cannot lawfully be excluded or override an express commitment in the applicable product terms.

7.1 Agreement term and acceptance. This master agreement starts when it is validly accepted under the stated ordering or reseller enrolment process and continues until lawfully terminated. Its preparation, upload or public display does not retroactively alter existing agreements. Each product order has its own ordered term and expiry date. For existing resellers, changes to their contract take effect under section 15, not merely because a visitor opens this page.

7.2 Product renewal settings. An order renews automatically only if that product supports automatic renewal, automatic renewal is enabled, and the required payment and eligibility conditions are met. The renewal period is the applicable order period, and the renewal price may differ from an introductory promotion if the applicable renewal price was disclosed as required. A product that does not support automatic renewal does not renew merely because you have not sent a cancellation notice. Registries and providers may impose additional lifecycle or renewal requirements.

7.3 Cancellation and non-renewal instructions. Use the account's available cancellation or auto-renewal control before the relevant renewal charge or processing deadline. Where a product expressly requires written non-renewal notice 30 days before the end of a committed term and does not provide a shorter effective online route, comply with that agreed deadline. There is no universal 30-day notice requirement for every domain or service; the accepted product terms and any mandatory consumer or registry rule govern. Disabling auto-renewal does not reverse a completed order or erase amounts already owed. We will provide reasonably accessible information about the applicable cancellation method.

7.4 Payment authority. Where you authorise recurring payment, you authorise us and our payment provider to charge the selected payment method or use your authorised Advance Account balance for the relevant renewal. We will not treat this clause as permission to use an unauthorised person's payment method. Recurring payment processing remains subject to the order, your payment authorisation and applicable law.

7.5 Your renewal checks. You remain responsible for checking due dates, renewal settings, payment status and successful completion. A valid card or a funded balance alone does not guarantee renewal. Domain expiry, restoration and notices are also governed by section 9 and Appendices D and E.

8.1 Insolvency. Either of us may terminate this agreement or an affected Product Agreement Extension with immediate effect if the other becomes bankrupt or insolvent, enters relevant insolvency or winding-up proceedings, makes an arrangement for creditors, or has a receiver, trustee or liquidator appointed, to the extent applicable law permits that termination.

8.2 Termination by us. We may terminate this reseller agreement on 30 days' written notice without alleging breach, or by appropriate written notice after an uncured material breach, material misrepresentation or other grounds expressly stated here. Immediate termination is permitted where required or justified by an urgent legal, security, fraud or sanctions concern, subject to Local Mandatory Rights. A reseller's customer rights, recognised registrant authority and product-specific continuity obligations remain separately protected.

8.3 Serious misconduct. We may terminate immediately where you, or a relevant officer or director of your business, are convicted or judicially found responsible for fraud, financial dishonesty, misuse of others' funds or a serious breach of fiduciary duty, or where a competent authority disciplines you for equivalent conduct. We may also take the action permitted by section 25 and Appendices A and C.

8.4 Rejection of a revision. You may terminate this agreement or the affected Product Agreement Extension by written notice if you do not accept a revision under section 15. Send the notice within 30 days of our revision notice. Charges and commitments already incurred remain payable, subject to the applicable product terms and mandatory rights.

8.5 End of an upstream arrangement. An affected Product Agreement Extension ends if we cease supplying that product or the relevant Service Provider contract ends without renewal. Where possible, we will explain any available transition arrangement. We cannot guarantee that a different supplier will provide an identical product or maintain the same configuration.

8.6 Access, customers and service continuity. On termination we may withdraw reseller platform access and stop accepting new instructions. Affected accepted product extensions may also end. We will, as reasonably possible and legally permitted, explain available export, handover, migration and renewal routes before a non-urgent termination. Where necessary to protect domain registrants or fulfil provider instructions, a registration or service may be moved to an authorised provider or direct account under applicable rules, with proper customer authority or another valid lawful basis. Termination alone never transfers the beneficial rights in a domain, website, personal data or content to us.

8.7 Pending orders. We may complete orders submitted before termination, in the order received, if we can lawfully supply them and sufficient Available Balance exists. If we cannot fulfil a pending order, we will reverse the charge for that unfulfilled order. The same approach applies where only a Product Agreement Extension ends.

8.8 Exit, export and lawful retention. You must promptly notify your affected customers and, where available, arrange authorised domain transfers, handover or migration. Before access ends, export data you are permitted to retain. Where service-specific retention periods allow it, we will provide reasonable technical cooperation under the ordered service terms and any agreed fees. Retention and deletion must comply with data-protection and registry requirements, and we may preserve evidence required by law. This clause does not promise free migration or indefinite storage.

8.9 Final settlement. Any outstanding balance becomes immediately payable. We may apply cleared credit against sums lawfully due and process any eligible unused-balance refund under Appendix C. Confidential Information must be returned or destroyed as required by Appendix B. Outstanding claims and provisions that survive termination remain enforceable to the extent permitted by law.

8.10 Termination-related claims. Neither of us is liable merely because the other lawfully exercises an express termination right. This does not excuse an earlier breach, an unpaid debt or liability that cannot lawfully be excluded. Sections 10, 11 and 24 continue to apply.

9.1 Payment. Pay the wholesale charges for your orders in accordance with Appendix C and the applicable product terms. You remain liable to us even if your customer, sub-reseller or lower-tier sub-reseller has not paid you. Your retail pricing is your responsibility unless a lawful restriction is expressly agreed for the relevant programme.

9.2 Product renewals. Automatic renewal occurs only where supported for the particular product and authorised in its order settings and applicable payment terms. Digital certificates require any special renewal, reissue, validation and installation rules. Any permitted auto-renewal charge must be identified in advance as the applicable order process and law require. A reseller may disable auto-renewal where the product permits, but remains responsible for renewal deadlines and its customer's obligations.

9.3 Payment information. Our authorised payment providers may process and retain the payment credentials or tokens necessary for payments you authorise, subject to applicable law and privacy terms. Manage saved payment methods and recurring authorisations through the available account processes. This agreement does not require us to store every customer's full card details within our own platform.

9.4 Failed renewals. Renewal may fail if you disable it, remove or invalidate the payment method, have insufficient funds, exceed a payment limit, or if an order is locked, suspended, awaiting action or otherwise unable to renew. You must check failures and arrange a permitted manual renewal. We do not guarantee restoration after a missed deadline.

9.5 Wholesale fees and refunds. Our reseller charges and the applicable product-specific cancellation rules control the wholesale transaction, subject to Local Mandatory Rights and express refunds or reversals in this agreement. A retail refund you owe a customer under that customer's local law or your own offer does not automatically create a matching wholesale refund unless we have agreed or the applicable law requires one. A product sold on an expressly non-refundable basis is not refundable merely because you or your customer change your mind, but we will not keep an amount expressly refundable for non-delivery, duplicate billing, erroneous payment or another non-excludable ground. Appendix C distinguishes unused prepaid credit from fees committed to orders.

9.6 Reminders and available credit. Keep your own expiry records and sufficient credit for planned orders. We may send account or low-balance reminders as a convenience. That does not remove your duty to monitor the account. Mandatory domain renewal notices are different: nothing in this agreement makes notices required by ICANN, a registry, a registrar or law optional.

9.7 Expiry. An unpaid or unrenewed order may expire, stop working or enter a recovery process under its product terms. Hosting files, databases, mailboxes, backups and associated access may eventually be deleted under the applicable retention policy. Domain expiry is governed by its registry lifecycle and the registrant's applicable renewal or restoration rights. Expiry does not automatically transfer ownership of personal data, website content or a registrant's domain to us.

9.8 After expiry. Where the relevant product allows late renewal or restoration, additional fees and verification may apply. Unless the product terms specify otherwise, a renewal period runs from the original expiry date rather than the date you make a late payment. Recovery may not restore the exact configuration, data or availability that existed before expiry.

9.9 Deletion and release. We cannot guarantee that an expired or deleted domain, IP address, hostname, mailbox name or other allocation will remain recoverable or become available for purchase at a particular time. Where a registry permits release, auction or re-registration, its rules apply. We will not promise a universal grace period across different products or domain extensions.

10.1 Non-excludable liability. This agreement allocates commercial risk only to the extent Applicable Law permits. No cap or exclusion applies to fraud, fraudulent misrepresentation, deliberate misconduct, liability for death or personal injury where exclusion is prohibited, remedies for proven misuse of personal data where the law makes them non-excludable, or any other liability that cannot lawfully be limited. Express charge reversals and refunds due under this agreement or mandatory law are payable independently of damages caps.

10.2 Indirect losses. Subject to clause 10.1, neither party is liable to the other for indirect, special, exemplary, punitive or consequential losses, including lost anticipated profits, where exclusion is lawful. This does not exclude an otherwise recoverable direct loss simply because the loss relates to business revenue, nor does it exclude amounts expressly due under an order.

10.3 Service risks. Subject to clause 10.1 and the applicable product commitments, we exclude responsibility for loss arising from misuse of credentials outside our responsibility, events beyond reasonable control, access delays, interruptions, misdirected or undelivered data, errors in information, or failures of systems or services that we do not control. This clause does not turn our own non-excludable duties into your responsibility.

10.4 Individual order cap. Subject to clause 10.1, our damages liability arising only from a particular product order is limited to the fees you actually paid to us for that affected order in the 12 months before the event, or the shorter period since the order began. We do not deduct our own cost of supplying that product from the cap. Where a claim also involves the broader reseller relationship, the overall cap in clause 10.5 applies. This clause does not prevent a contractually due refund or correction of an erroneous charge.

10.5 Aggregate liability cap. Subject to clause 10.1 and any mandatory rule requiring a higher or different remedy, our total damages liability to you arising out of or connected with this agreement is limited to the total wholesale fees you paid us for services during the 12 months immediately before the event giving rise to the claim. If the reseller relationship existed for fewer than 12 months, use the amount paid during that shorter period. Multiple related claims do not multiply the cap. Your liability for amounts you owe under valid invoices remains payable and is not reduced by this damages cap.

10.6 Risk allocation and availability of remedies. Our commercial prices reflect this allocation of risk. Nothing here overrides a specific product service credit, mandatory remedy, confirmed direct contractual refund, or right that cannot be excluded by law. Each limitation is interpreted independently to avoid rendering another provision meaningless. Nothing excludes our liability for our own proven fraud or deliberate misconduct.

11.1 Responsibility for your resale activity. To the extent permitted by Applicable Law, you will defend, indemnify and hold us and the relevant Service Providers and their personnel harmless from properly evidenced third-party claims caused by your breach of this agreement; unlawful customer marketing, data processing, content or business conduct; unauthorised instructions; or your independent retail contracts and reseller chain. An indemnity does not automatically cover a claim caused by our breach, negligence, fraud or unlawful conduct, or impose penalties that cannot legally be indemnified.

11.2 Products and instructions. This obligation includes third-party claims arising from content, products or services you or your reseller chain supply; the use of an order; infringement or unlawful conduct attributable to you or your users; and actions we properly take on your authorised instructions or as permitted by this agreement. It does not require you to indemnify us for the part of a claim caused by our fraud, deliberate misconduct or other responsibility that cannot lawfully be transferred to you.

11.3 Defending claims. The indemnified party must give reasonably prompt notice where legally permitted, allow the indemnifying party to participate in or conduct a defence where appropriate, and cooperate reasonably at the indemnifying party's cost. A delay in notice reduces the obligation only to the extent the delay materially prejudices the defence. Each party may take proportionate urgent steps to protect legal rights and security.

11.4 Settlement and costs. Do not settle or compromise a claim affecting us without our prior written consent, which we will not unreasonably withhold. You are responsible for the damages, reasonable legal fees, costs and expenses properly awarded against or incurred by an indemnified person in connection with a claim covered by this section. A settlement must not impose an admission or continuing obligation on us without our consent.

12.1 Existing rights. We and you each retain our respective intellectual property, including trademarks, trade names, copyrights, software, domains, patents, processes and confidential know-how. Improvements to existing intellectual property remain with its owner unless a separate written agreement provides otherwise.

12.2 Limited permission. This agreement gives you only the permission expressly needed to access and resell enabled products. It does not transfer ownership of our platform, source code, documentation, branding or a Service Provider's technology. Receiving Confidential Information does not grant a commercial licence to it.

12.3 Branding and accreditation. Use our names, logos and marketing materials only with the permission described in section 17. Do not present yourself as ICANN accredited, use an ICANN-accredited registrar logo, or claim another organisation's accreditation unless you independently hold it or have the necessary written permission. Reselling through us does not transfer any accreditation to your business.

12.4 Other people's rights. Do not use our services to infringe copyright, trademarks, patents, privacy or other legal rights, or to publish unlawful or defamatory content. We do not pre-clear the legality of every domain, file or item of customer content. You must carry out the checks needed for your own business and respond to properly supported complaints.

12.5 Targeted staff non-solicitation. During this agreement and for 12 months after termination, you must not knowingly and directly solicit for employment our employees with whom you had material business contact through this reseller relationship, where that restriction is reasonable and enforceable under Applicable Law. It does not restrict general advertisements not targeted at our personnel, unsolicited applications, employees who had no relevant contact with you or activities protected by law. We will not assert ownership over a person's ability to change employment. A broader restriction requires a separate lawful written agreement.

13.1 Rights in platform and customer information. We own our original platform software, database structure and compilations to the extent recognised by law. Customers and resellers retain their respective rights in content and personal data; data-protection rights belong to the relevant individuals. The storage of customer information on our systems does not make us the owner of their personal data, intellectual property or domain registration.

13.2 Lawful processing and no sale. We collect and process account, billing, registrant, support, technical and security information only for identified lawful purposes such as service delivery, payments, fraud prevention, support, security, legal compliance and properly established legitimate interests. We share only as reasonably necessary and lawful with authorised suppliers, registries, registrars, certificate authorities, payment providers, professional advisers and competent authorities. We do not sell customer personal data. Our Privacy Policy supplies further detail, but does not replace a required data-processing contract or privacy notice.

13.3 Reseller controller obligations. For the customers you recruit and bill, you ordinarily decide the purposes of your sales, billing, customer-care and marketing activities and are responsible for the relevant privacy notices, legal bases, rights handling and regulatory obligations. You must have authority to disclose registrant and customer information to us and the applicable provider, and must not use customer information for unrelated marketing without lawful permission. Whether we or you act as controller, processor or separate controllers is determined by the actual processing activity and Applicable Law, not only by this agreement's labels.

13.4 Role allocation and data-processing terms. We commonly act as a controller for our own account administration, invoicing, fraud and compliance records and may process website or service content on documented instructions where a processor role is applicable. Depending on a domain transaction, a sponsoring registrar, registry or other provider may be an independent controller. Where a privacy law requires written data-processing terms, subprocessor disclosures, specific instructions, assistance or safeguards, the relevant data-processing addendum must be accepted before that processing begins. A reseller's use of our platform does not itself constitute a complete legally sufficient processor agreement.

13.5 International processing and transfer safeguards. We and you acknowledge that data can be processed in Nigeria and other countries where authorised systems, suppliers, registrars, registries, cloud infrastructure and support providers are located. A region-specific website or invoice currency does not promise that data stays in that territory; any committed data-residency location must be expressly stated in the applicable product order. We and you will assess whether Nigerian, EU/EEA, UK, South African, Kenyan, Ghanaian or other data-protection laws actually apply to the activity and put required safeguards in place before restricted international transfers. Safeguards may include lawful adequacy arrangements, approved contractual clauses or another mechanism permitted by the relevant law. No transfer is authorised merely by including this general clause.

13.6 Security, incidents and notification cooperation. Each party will use technical and organisational safeguards proportionate to the data and risks it controls, including appropriate access restriction, credential security, logging and backup practices. If you discover a suspected compromise or personal-data breach affecting our service or shared data, notify our designated security/support channel without undue delay, and aim to do so within 24 hours of becoming aware unless prohibited or impossible; give further details as they become available. We will likewise notify affected reseller contacts of an incident for which we are responsible within the period required by our applicable legal or contractual obligations. Each party remains responsible for required notification to individuals, regulators or other entities under its own Applicable Law, and must cooperate to meet the shortest applicable deadline.

13.7 Retention, subject rights and end of service. We and you will comply with requests for access, correction, deletion, restriction or other applicable privacy rights where law requires, and cooperate where those requests affect shared services. We retain data only as long as necessary for lawful business, tax, security, accounting, mandatory registry or legal purposes and apply appropriate deletion or de-identification when those purposes end. A fixed reseller business-record retention term never authorises holding unnecessary personal data contrary to mandatory law. At termination, the applicable processing agreement and product retention terms determine return and deletion, subject to a documented legal hold or mandatory retention duty.

13.8 Region-specific compliance. Because we operate globally from Nigeria, Nigerian data-protection legislation and the Nigeria Data Protection Commission's effective implementing requirements remain important to our operations. EU or UK privacy rules, South Africa's POPIA, and other national laws may also apply depending on targeting, establishments, individuals and processing activity. Neither party represents that each named law applies to every order. When a local law requires a representative, registration, impact assessment, extra contractual clause or special processing restriction, the party to which that obligation applies must meet it.

13.9 Data processing schedule priority. An accepted, service-specific data-processing addendum, agreed transfer mechanism or mandatory jurisdiction-specific privacy schedule prevails over an inconsistent general provision of section 13 only for the processing it identifies. This agreement does not grant a reseller permission to appoint unapproved subprocessors to hosted personal-data processing, export data to a restricted territory, or disable a mandatory compliance control.

14.1 No implied waiver. If we or you delay exercising a right, do not exercise it, or exercise it only in part, that does not waive the right or prevent later enforcement. Exercising one remedy does not automatically exclude another available remedy.

14.2 Written waivers. A waiver must be expressly recorded in writing by an authorised representative of the party giving it. It applies only to the specific matter it identifies. Waiving one breach or provision does not waive a different breach, another provision or future compliance unless the written waiver expressly says so.

15.1 Revisions. We may update this agreement, a Product Agreement Extension or the services covered by them. We will make the revised text available and notify you by email when we issue it. Our notice will identify the effective date. Keep your contact details current and review notices and applicable product terms.

15.2 Notice and regional changes. Except for urgent security, legal, regulatory, registry or supplier requirements, we will give at least 30 days' advance notice for material revisions to this master agreement or an existing product's contracted wholesale price, renewal terms or material features, subject to any longer legally required period. Where shorter notice is unavoidable, we will give as much notice as reasonably practicable and explain the reason. New orders may use new prices once displayed before checkout. A change does not retrospectively alter a completed charge or override a Local Mandatory Right.

15.3 Refusal and existing orders. If you refuse a material revision, you may give notice within 30 days of our notice, stop purchasing affected products and use the cancellation or termination rights provided by the existing contract, subject to binding commitments and mandatory law. Continued use after the properly notified effective date can constitute acceptance only where Applicable Law recognises that method; when express assent is required we will seek it. A terminated reseller relationship does not extinguish surviving customer, registry, refund or data-protection rights.

15.4 Further acceptance. We may require you to expressly accept an updated product extension or a supplementary agreement before placing further affected orders. Where your customers or reseller chain must accept changed terms, you are responsible for communicating the change and obtaining the required acceptance before continuing the relevant activity.

15.5 Required notices remain required. Your duty to review our website does not replace a notice we have expressly promised to give or a notice required by law, ICANN or a registry. A purely visual change to an interface is not, by itself, a change to an accepted contractual entitlement.

16.1 Our confidential material. Your handling of Confidential Information is governed by Appendix B. The fact that information is available inside your reseller account does not make it publicly reusable.

16.2 Different kinds of information. Customer personal data is also subject to section 13 and applicable privacy law. An expiry of confidentiality duties under Appendix B does not authorise you to publish personal data, infringe intellectual property or breach another continuing obligation.

17.1 Permission to refer to us. Before publishing written, spoken or electronic material that uses our trademarks or a Service Provider's trademarks, or represents a relationship with us beyond a permitted factual identification, obtain the required written approval. Do not alter authorised materials in a misleading way or imply that we approve your separate business, service or guarantee.

17.2 Identification of resellers. We may identify your business as an authorised reseller in an accurate directory or in communications necessary to supply or support your orders, consistent with Applicable Law and our Privacy Policy. Optional case-study use, customer testimonials, endorsement quotes or promotional use of your brand requires appropriate authorisation. Your customers do not automatically consent to publicity simply by placing a wholesale order through you.

17.3 After termination. Stop using permissions that depend on the active reseller relationship when it ends. A necessary factual record of a past transaction must not be presented as an ongoing appointment, partnership or accreditation.

18.1 Taxes in your countries of trade. You are responsible for taxes, duties, registrations, reporting and collection obligations legally imposed on your own purchases and resale business, including value-added tax, sales or goods-and-services taxes, digital-services charges, corporate or income taxes and other local obligations as Applicable Law requires. Where you are the merchant of record for your retail sale, you must give lawful tax invoices and collect and remit taxes due on that retail transaction. The tax treatment of a reseller in another country is not necessarily the same as that of a reseller based in Nigeria.

18.2 Our invoices and applicable charges. Unless expressly stated, the wholesale price excludes properly applicable sales or transaction taxes and separately disclosed charges. We will collect, remit and invoice taxes the law requires us to charge, and will not shift to you a tax legally borne solely by us merely through this agreement. Applicable tax exemptions or treaty relief require valid supporting documentation. We may require information reasonably needed to determine proper cross-border invoicing.

18.3 Cross-border withholding and currency. If a law requires you to withhold tax from a payment to us, promptly provide a valid withholding certificate and evidence of remittance, and cooperate on any available treaty relief. Whether an invoice is grossed up depends on the expressly agreed product terms and Applicable Law; this section does not automatically impose one. Payments are due in the invoice or account currency unless we permit another; exchange rates, disclosed conversion costs and settlement timing follow Appendix C.

18.4 Tax changes. Where a country introduces or changes an applicable tax, we may adjust the tax component of future invoices as legally required, identifying it separately when appropriate. This does not automatically authorise us to alter an already completed order's contracted pretax price.

19.1 Force majeure. Neither we nor you are liable for a failure or delay caused by an event beyond the affected party's reasonable control, to the extent the event prevents performance. Examples include war, civil disorder, natural disasters, serious fire or flood, government action, a national emergency, widespread telecommunications failure, and qualifying industrial disruption.

19.2 Mitigation. The affected party must use its best efforts to avoid or remove the cause and resume performance as soon as possible. Only the obligations actually affected are excused, and payment obligations already due are not excused by this section.

19.3 Duration. The relief in this section applies during the first three months of the interference. If the disruption continues, we and you must address the position under the applicable product terms, any agreed continuity arrangement and the termination rights in section 8. A normal defect, avoidable failure or ordinary lack of funds is not automatically an event beyond reasonable control.

20.1 Your agreement. You must not assign, transfer or sublicense this agreement or your account rights and obligations to another person without our prior written consent. Authorised resale through your account is not an assignment of the master agreement.

20.2 Our business transfers and successors. This agreement binds permitted successors. We may assign the agreement as part of a lawful restructuring, financing or sale of the relevant business where this does not materially reduce your contracted rights and where required notice, consent or data-protection safeguards are observed. A separate domain, service or customer-account transfer must still meet registry, provider and customer-authority rules. A change of a regional website's branding alone does not transfer your contract to a different legal entity.

21.1 Stated commitments. Except for express commitments in the applicable product terms and rights that cannot lawfully be excluded, our platform, servers, APIs, software, specifications and documentation are supplied on an “as is” and “as available” basis.

21.2 No implied guarantees. To the extent permitted by law, we and our Service Providers disclaim implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. We do not guarantee compatibility with every device, application, system or dataset or that a service will meet an unstated business expectation.

21.3 Internet and software risks. We do not guarantee that every download, message or item of third-party content is accurate, lawful, complete, suitable or free from malicious code. We do not endorse all information carried through a service. You must apply reasonable security precautions and assess content and software before using or distributing it.

21.4 Continuity and support. Unless expressly promised in the applicable service terms, we do not guarantee uninterrupted, error-free or perfectly secure operation, correction of every defect, or a particular support outcome. A general disclaimer does not cancel a support or uptime commitment expressly included in your purchased product.

21.5 Notices. Optional account alerts are not a substitute for your own records. However, we do not disclaim mandatory renewal, legal, security or contractual notices. Where an applicable law does not allow an exclusion of an implied warranty or another right, the exclusion applies only to the extent law permits.

22.1 Good-faith international dispute process. We and you will first seek to settle disputes through written notice and a reasonable opportunity to respond, generally 30 days from valid receipt unless the issue requires urgent relief. State the affected account or orders, the facts, proposed remedy and contact details. Operational support cases may be handled through support, but legal notices follow section 26. This process does not suspend non-negotiable registry, regulatory, chargeback or statutory deadlines.

22.2 Commercial arbitration seat in Nigeria. This is a business-to-business reseller agreement with a Nigeria-based contracting entity. Except where a mandatory law requires a different court or procedure, a dispute between us and you arising from this agreement, including its existence, interpretation, performance or termination, that remains unresolved after clause 22.1 will be finally settled by arbitration seated in Benin City, Edo State, Federal Republic of Nigeria, under the Arbitration and Mediation Act 2023 to the extent applicable. Proceedings will be in English before one arbitrator appointed jointly within 21 days of the request for arbitration or, failing agreement, through the appointment mechanism provided by applicable arbitration law. Hearings may be conducted remotely if lawful and agreed by the arbitrator, without changing the seat. The award may be recognised and enforced in any competent jurisdiction under applicable law.

22.3 Matters this clause does not control. The arbitration choice does not bind an end customer who is not a party to this master agreement. It does not displace a mandatory consumer forum, data-protection regulator, applicable .ng, .uk, .za, ICANN UDRP/URS or other domain dispute process, payment-scheme remedy or an unwaivable local right. Courts with jurisdiction may grant urgent interim protective relief or enforce awards, as applicable. Each party retains any mandatory right to challenge an invalid arbitration agreement.

23.1 Primary governing law and international limits. We and you choose the law of the Federal Republic of Nigeria and, where relevant, the laws of Edo State to govern interpretation of this business reseller agreement, without regard to conflict-of-law rules that would defeat that choice. This choice does not displace Local Mandatory Rights that apply to a party, data subject, domain registrant or transaction in another country, or laws regulating a service delivered there. In particular, a wholesale choice of Nigerian law does not make your foreign retail customers subject to Nigerian consumer law in place of their non-waivable local protections.

23.2 Courts and award enforcement. Subject to the arbitration clause, applicable mandatory jurisdiction and permitted interim measures, the competent courts in Edo State, Nigeria may hear court proceedings arising from this agreement. An arbitral award or enforceable judgment may be recognised in another competent jurisdiction to the extent its law and applicable treaties permit. We do not claim an unlimited right to sue you in any country while denying you a forum required by law.

23.3 Costs. In a legal proceeding to enforce this agreement, the successful party may seek reasonable legal fees, costs and disbursements in addition to other relief, to the extent awarded or permitted by the court, tribunal and applicable law. This clause does not guarantee that every claimed cost will be recoverable.

24.1 Interpretation. Words in the singular include the plural where the context requires, and references to a person include an individual or legal entity. Headings, navigation labels and section divisions are for convenience and do not change the agreement's meaning.

24.2 Entire agreement. This agreement, its appendices, the accepted Product Agreement Extensions and expressly incorporated policies form the agreement between us for the reseller services they cover. They replace earlier understandings on the same subject to the extent lawfully superseded. They do not remove responsibility for fraud or override a separately negotiated written term that expressly takes precedence.

24.3 Independent businesses. We and you are independent contractors. This agreement does not create a legal partnership, agency, franchise, joint venture, employment or sales-representative relationship. You cannot make offers, accept liabilities or give assurances on our behalf or on behalf of a Service Provider.

24.4 Retail customers and registrants. Your retail customers and sub-resellers do not become parties to this wholesale master agreement merely because you use our platform. Applicable registrar agreements, registrant rights, consumer remedies, product warranties, privacy rights, direct Nabtech service contracts and mandatory laws survive independently. A court, registry, registrar or regulator may enforce its legal remit regardless of our chosen B2B agreement forum.

24.5 Survival. Provisions intended to operate after termination continue for that purpose. These include definitions, records obligations, accrued payment and settlement obligations, lawful administrative actions, termination consequences, liability, indemnities, intellectual property, applicable staff-solicitation restrictions, data handling, waivers, confidentiality, lawful publicity limits, taxes, disclaimers, dispute resolution and notices. Relevant provisions of sections 1, 4, 6, 8 to 18 and 21 to 26, Appendices A and B, the settlement and refund provisions of Appendix C, and any product-specific survival clause remain applicable to that extent. Express time limits, including Appendix B's confidentiality period, continue to apply.

24.6 Further cooperation. We and you will provide reasonable documents and take reasonable steps needed to give effect to lawful transactions and obligations under this agreement. Neither party is required to carry out an unlawful instruction.

24.7 Construction. To the extent permitted by law, no interpretation rule will be applied solely because one party prepared the wording. This does not exclude a mandatory rule protecting a customer or other person.

24.8 Severability. If a provision is invalid or unenforceable, it applies only to the extent law permits, and the remaining provisions continue. We and you will, where necessary, work in good faith on a lawful replacement that reflects the original commercial purpose as closely as possible.

24.9 Counterparts and acceptance. This agreement may be accepted in counterparts and through the electronic acceptance method we make available. Keep a record of the version accepted. Simply reading this draft or using its page navigation does not record contractual acceptance.

24.10 English, time and translations. English is the controlling language of this master agreement, subject to any legally required local-language notice or mandatory translation rule. Contractual notices and general account administration use Nigeria local time (West Africa Time, UTC+01:00), except that time-sensitive product, registry, banking or payment deadlines use the timezone specified in that order or rule. We will identify such deadlines clearly where reasonable. A reseller must not infer a uniform global deadline from our Nigeria headquarters.

24.11 Cross-border effect. This is an international B2B agreement entered into by a Nigeria-based company. References to our international and regional storefronts are channels for the same business unless the order or binding entity notice expressly identifies another contracting party. We do not represent that a regional site establishes a local subsidiary, registered office or service location. Customer rights and mandatory local statutes apply where the relevant legal test is satisfied.

24.12 Electronic acceptance and records. Where lawful, the reseller may accept electronically. Our acceptance process should identify the exact version, provide access to its full text and retain records sufficient to demonstrate authorised assent, including a timestamp and relevant account identity. We may ask for renewed express acceptance for a material amendment. Mere browsing or scrolling is not acceptance.

24.13 Contact and local compliance information. We may provide additional jurisdiction-specific information where law requires a local representative, tax identifier, consumer complaint channel or regulatory notice. That information supplements but does not automatically change the contracting entity. A reseller must verify its own required local business disclosures.

25.1 Suspected breach. If we reasonably suspect a breach, misuse, fraud or security threat, we may investigate and restrict the affected access or services. We may act immediately without advance notice where necessary to prevent harm, protect systems or comply with law. Where notice and an opportunity to correct are required by this agreement or mandatory law, we will honour them unless an applicable urgent-action exception permits otherwise.

25.2 Consequences. You are responsible for loss caused by your breach to the extent provided by this agreement and applicable law. We may suspend or terminate access and affected products, seek payment of amounts due, require remediation and pursue available remedies. Refunds, customer continuity, domain rights and data handling remain governed by the relevant provisions; a breach does not create an unrestricted right to confiscate data or domain ownership.

25.3 Cooperation. Give us accurate information, preserve relevant evidence and stop the conduct when reasonably required. Repeated breaches, failure to remediate or attempts to evade a restriction through another account may result in termination. A formal audit finding remains subject to the process in clause 4.15.

26.1 Formal notices to Nabtech. Send contractual legal notices to Nabtech Digitalnet Limited, Legal Department, using the verified postal address or designated legal-notice email stated in your reseller account or our official contact details at nabtech.co/contact. We have not designated an unverified email or foreign office as our formal legal service address in this document. Registered post or courier is acceptable where lawful; electronic delivery is acceptable only through a designated channel or as Applicable Law permits.

26.2 Receipt and business-day calculations. For a correctly addressed physical notice received by us in Nigeria, delivery before 17:30 West Africa Time on a Business Day is treated as received that day; otherwise on the next Business Day, unless a mandatory rule governs. A properly delivered designated email or portal notice is effective in accordance with the disclosed process and Applicable Law. A country-specific registry, statutory or payment deadline uses its own mandatory delivery and time-calculation requirements. Proof of dispatch is not conclusive where actual delivery is legally required.

26.3 Communications to international resellers. We may send formal notices to the current email or postal address you provide, including addresses outside Nigeria. You must keep these current and monitor the designated contact. If we know a material notice failed, we will take reasonable further steps where law or contract requires. A notice of a material update must follow section 15. We do not substitute an optional marketing message for an enforceable contractual notice.

26.4 Other communications. We may send operational information, reminders and optional alerts through our platform or email. Optional communications may change or be discontinued. Expressly promised notices and mandatory product, registry, legal or renewal notices remain required.

26.5 Questions before acceptance. For clarification about our reseller services or this agreement, contact our team. For an existing service issue, open a support ticket and include the relevant order or service reference. Do not post passwords, private keys or full payment-card details in an ordinary message.

A.1 Access and availability. This appendix governs access to our platform and use of our products. We may maintain, upgrade or restrict access to protect service stability and security. Significant degradation, misuse or a credible threat can require immediate action. Any applicable service-level promise and mandatory rights remain governed by the relevant product terms and section 10.

A.2 Credentials. Use only credentials and permissions issued or authorised for your account. Protect them with reasonable safeguards, restrict access to authorised people, and notify us promptly of suspected compromise. Do not share privileged credentials with customers where the product provides a separate customer account. You are responsible for instructions made through access under your control, subject to duties we cannot lawfully exclude.

A.3 Systems integrity. Do not attempt to hack, crack, bypass controls, exploit vulnerabilities without authorisation, access another user's data, or damage our software, operating systems, hardware or network. Do not submit unreasonable repeated requests or connections, evade an API limit, or use automation in a way that degrades the service. We may set and enforce reasonable technical limits for the product.

A.4 Fraud, abuse and illegal activity. You and your Platform Users must not use, advertise through or facilitate our services for unlawful conduct, fraud, identity theft, impersonation, phishing, pharming, money laundering, Ponzi or pyramid schemes, illegal pharmaceutical sales or other activity that infringes another person's rights. Falsifying an identity or account information to divert another person's traffic or evade verification is prohibited.

A.5 Malware and attacks. Do not distribute malicious code, run a botnet or its command-and-control systems, carry out denial-of-service attacks, flooding, mail bombing or other network attacks, or use fast-flux techniques to conceal abuse. Do not distribute tools or services specifically intended to facilitate unauthorised access, credential theft, software piracy or prohibited network abuse.

A.6 Spam and messaging. Do not send unsolicited commercial or bulk email, promote our services or an order through spam, distribute chain letters, harvest addresses, sell spamware, or use purchased or unlawfully collected recipient lists. Do not use another provider to send spam that directs recipients to a service we supply. These restrictions do not depend on a minimum number of recipients. Repeated complaints, blacklist listings and other credible evidence may justify investigation and proportionate restrictions.

A.7 Forums and public communications. Do not flood forums, newsgroups, mailing lists or websites with duplicate, excessive or off-topic postings. Do not continue harassment after being asked to stop by the affected person, a court, law enforcement or us. Threats, abusive impersonation and malicious delivery of large or repeated files to a recipient are prohibited.

A.8 Prohibited content. Do not host, transmit, publish, store or link to content that is unlawful, infringes intellectual property or privacy, is defamatory, threatens physical harm or property damage, or includes child sexual abuse material. Pornographic, explicitly erotic or otherwise prohibited content is not permitted under this reseller programme except where an expressly accepted product extension lawfully provides otherwise. You must also observe applicable export and import restrictions.

A.9 Restricted software and services. Do not offer warez, stolen credentials, licence cracks or archives intended for unlawful intrusion. IRC servers and bots, public proxies, mining and other resource-intensive or abuse-prone services require any permission expressly required by the applicable product terms. Permission to sell a VPN product does not itself authorise you to run a public proxy or bypass restrictions on a hosting plan.

A.10 Fair use and resources. Stay within your plan's allocated resources and technical limits. Do not cause service degradation for other users, intentionally or through insecure or unsuitable software. We may reject traffic, messages or requests reasonably identified as abusive, unlawful or harmful, or apply limits and suspension where required to protect the service.

A.11 Data from our platform. Use Account Records only to perform this agreement, administer an authorised order, provide support or communicate lawfully with the appropriate account holder about the service. Do not sell account data, use it for spam, or use it for an unrelated purpose without the necessary written permission and lawful basis. Written permission from us cannot override an individual's legal rights.

A.12 Enforcement. We may investigate suspected misuse, request information, restrict or suspend access and terminate services under section 25. Our assessment must be connected to the applicable agreement, credible evidence, service protection or legal requirements. You must cooperate and ensure your customers and reseller chain comply. Obligations concerning past misuse, evidence, confidentiality, payment and legal responsibility survive the end of access as applicable.

B.1 Safeguards. Treat our Confidential Information as strictly confidential and use reasonable efforts to protect it, including appropriate physical security, access controls and operating procedures. Use it only for the purposes permitted by this agreement.

B.2 Limited disclosure. Do not disclose Confidential Information to others without our written permission. Within your organisation, disclose it only to personnel who need to know it for the authorised work. Explain its confidential nature and ensure they observe appropriate confidentiality obligations. You remain responsible for disclosures you permit.

B.3 Notices and ownership. Do not remove or alter confidentiality legends, copyright notices or other proprietary markings. Disclosure does not grant a licence beyond the rights expressly given in this agreement.

B.4 Exceptions. These restrictions do not apply to information that you can demonstrate was disclosed with our written approval, entered the public domain without your fault, was lawfully known to you before disclosure, was independently developed without our Confidential Information, or was made generally available by us without a restriction. Public availability of isolated elements does not automatically make a confidential compilation public.

B.5 Required disclosure. If a law, regulation or court order requires disclosure, notify us in writing before disclosing where you are legally allowed to do so. Cooperate with reasonable efforts to obtain a protective order or other remedy, at your expense. Disclose only the portion you are legally required to disclose. Do not delay compliance with a binding legal deadline merely because protective relief has not been obtained.

B.6 Return or destruction. When this agreement ends, promptly return or destroy our Confidential Information in your possession, including copies and extracts, and certify compliance in writing within 30 days. If only a Product Agreement Extension ends, this duty applies to the information relating to that product. Any copy that must lawfully be retained remains protected and must not be used for another purpose.

B.7 Unauthorised use. Promptly inform us of unauthorised use or disclosure that comes to your attention and provide the information reasonably needed to address it. Cooperate with containment and recovery. Ending the reseller relationship does not erase an earlier breach.

B.8 Duration. Your duties under this appendix continue for five years from receipt of the relevant Confidential Information unless we and you agree in writing to an earlier end. Other intellectual-property, personal-data and statutory obligations may continue separately. We may seek available legal and equitable remedies for a breach, including recovery of costs where permitted by law.

C.1 Prepaid orders. Maintain an Advance Account before placing orders that use our prepaid reseller arrangement. We deduct the applicable price as orders are processed and show the resulting balance and transactions in your account. An order requiring prepaid credit will not be processed if Available Balance is insufficient. A separately accepted invoiced arrangement applies only to the orders it expressly covers.

C.2 Currencies. We record credit and charges in the Accounting Currency and Selling Currency designated for your account. Where conversion is required, we use the rate disclosed or determined through a reasonable source for the transaction. We may change the supported accounting or selling currency with notice and an explanation of the treatment of existing balances. Your customer's retail currency does not change the amount you owe us.

C.3 Negative balances and recovery. A correctly recorded negative reseller balance is due immediately. We will notify you through your registered billing contact and ordinarily allow 24 hours after delivery for payment or an agreed payment arrangement before restricting the account for non-payment; urgent fraud, security, legal or provider action can require earlier protective steps. If a material negative balance remains unresolved, we may terminate under sections 8 and 25 and seek lawful recovery. This does not authorise the seizure of unrelated customer domains, transfer of data ownership or disregard of mandatory notice rights.

C.4 Set-off. To the extent lawful, we may apply cleared amounts received for your account against sums you owe us, including payments properly attributable to orders placed through your reseller chain. We must not apply funds that we are legally required to protect for a different person to unrelated liabilities. Account corrections and disputes follow clause C.9.

C.5 Accepted payment methods. Use only the payment methods displayed in your account or expressly confirmed by us. These may include Paystack-supported payments or a designated bank-transfer option when enabled. Use the beneficiary details we provide through our official channels. A transfer receipt alone does not establish that funds have cleared or that an order has been completed.

C.6 Crediting payments. We credit a payment within a reasonable time after it reaches and clears in our account and we can identify it. We may deduct the bank, card-processing or other transaction charges disclosed for that payment. Supply your reseller or account reference and the payment evidence requested so we can allocate the funds correctly. Missing or inaccurate references may delay allocation.

C.7 Card fees. Any card-processing charge must be identified in the relevant account or payment interface. You are responsible for disclosed, applicable fees; this clause does not authorise an undisclosed charge or a charge prohibited by law or the applicable payment rules.

C.8 Reversals and chargebacks. If a payment is reversed, dishonoured or charged back, the unpaid amount becomes due. We may restrict the affected account, investigate the transaction, suspend services or terminate under this agreement. We may recover actual reversal costs and reasonable additional processing charges that have been disclosed and are lawful. Any applicable chargeback fee must be disclosed for your product or payment process. Any account or order reassignment must follow sections 6 and 8 and the relevant customer's rights.

C.9 Transaction corrections. We may correct an error in a balance, debit, credit, fee or conversion. We will keep an explanation in the transaction record or corresponding communication. If you believe a charge or conversion is incorrect, notify us with the order reference and supporting evidence. Nothing here removes a statutory right to challenge an incorrect charge.

C.10 Wholesale prices and revisions. Prices and reseller discounts shown in the relevant authorised account or accepted extension are our charges to you, not your retail charges. The applicable currency, taxes, service term, recurring fees and any premium or restoration costs must be displayed before purchase. New-order pricing may change prospectively after it is published; changes to contracted existing orders require the applicable notice under section 15, unless binding law or registry rules require otherwise.

C.11 Your retail promises. You are responsible for your own margins, currency conversions, invoices, taxes, refunds and customer disclosures. Do not describe a retail offer as funded, guaranteed or approved by us unless we have agreed to that arrangement in writing.

C.12 Refund of eligible unused prepaid credit. You may request return of cleared and unused Available Balance, subject to unpaid amounts lawfully due, documented outstanding transactions, legal holds, sanctions and lawful payment-source verification. We may deduct disclosed, reasonable transaction or bank charges where permitted. Your breach does not automatically confiscate unrelated unused funds. Refunds for completed wholesale orders are governed by the relevant product terms, section 9 and clause C.15; mandatory rights remain unaffected.

C.13 Processing period and cross-border reimbursement. Subject to an earlier mandatory deadline, we will process an eligible unused-balance refund request within 14 Nigerian Business Days after receiving the complete request and necessary verification. A payment processor or correspondent bank may require further clearing time that we cannot control; we will not use that as an excuse to defeat a legal deadline. Refunds normally go to the original verified funding route where lawful and supported. If a country, payment method or sanctions rule restricts a return, we will explain the lawful route and keep appropriate records.

C.14 Currency conversion and exchange losses. An authorised cross-currency payment or refund may involve exchange rates and transparent third-party fees. We will disclose the conversion basis available at the time of the transaction or refund, where applicable. Ordinary exchange-rate movement may change the amount received; this clause does not excuse an undisclosed fee, an incorrect conversion or a refund right imposed by law.

C.15 Used amounts and exceptional reversals. Funds correctly applied to an order are not unused advance credit. A completed wholesale order is refunded only as required by the applicable product extension, an expressly applicable reseller refund policy, an agreed service remedy, this agreement or mandatory law. We will reverse charges for orders that we did not fulfil when the agreement requires it, and will correct erroneous or duplicate charges. Country-specific registrant and consumer rights continue regardless of how the reseller's own ledger records the charge.

D.1 Rules for the particular domain. Every domain order is subject to the rules of its registry and sponsoring registrar. Country-code rules are not necessarily the same as ICANN's generic-domain rules. You must identify relevant eligibility, verification, dispute, renewal, transfer and restoration conditions before you accept a customer's order.

D.2 .uk and related UK namespaces. For UK domains, make registrants aware of the current Nominet rules and registration terms, the sponsoring registrar, relevant renewal, transfer and complaint arrangements and any registry-prescribed disclosures. Publish your complaint-handling process and abuse contacts where required. Changes to UK registry policies that are announced for a future commencement date apply only from their actual effective date; do not prematurely treat future rules as already binding.

D.3 .ng, NiRA and restricted namespaces. For .ng and related Nigerian namespaces, follow NiRA's and the applicable sponsoring registrar's current eligibility, documentation, dispute, transfer, renewal and restoration rules. Some restricted names may require eligibility documents or additional verification. We are a NiRA-accredited registrar for the applicable .ng services we are authorised to provide, but this accreditation does not pass automatically to your reseller business and does not establish that we are ICANN-accredited. Do not use NiRA or ICANN logos or accreditation claims without the right permission.

D.4 .co.za and South African domains. For .co.za and other .za namespaces, use the current policies and processes of the relevant ZA registry operator and sponsoring registrar. The registration, dispute, change-of-registrant, transfer and expiry rules may differ from those for a gTLD. A reseller is not an accredited .za registrar merely by purchasing a domain through Nabtech. Advertise country or registrar-specific eligibility and renewal terms accurately.

D.5 Mandatory disputes and corrections. Cooperate with an applicable domain dispute process, court order, registry correction or registrar verification request. Administrative control through your reseller account does not entitle you to override the registrant's rights. Domain-specific mandatory rules take precedence for the affected registration.

D.6 Other domains and targeted markets. The same principle applies to .com, .net, .org, .co, .online, .xyz and other generic TLDs and to country-code names such as .gh, .ke, .in, .co.in, .ca or .au where offered. We do not promise that all such domains are available or eligible in every market. Follow the exact current registry, sponsoring registrar and relevant local rules provided with each order, including disclosure and renewal obligations.

D.7 No transfer of registrant ownership through default. A late payment, suspension, account closure or dispute between us and a reseller cannot by itself transfer a registered name holder's rights to us or permit us to withhold a transfer contrary to binding registry or registrar rules. Lawful registry expiry, deletion, auction or restoration processes can still apply; those are distinct from confiscation of a registrant's rights.

D.8 Regulatory and trademark accuracy. You may truthfully describe yourself as a Nabtech reseller for authorised products, but must not represent our own accreditation, an upstream registrar's accreditation, or a regulator's recognition as your own. Disclose the actual sponsoring registrar where required, and do not suggest that one country's accreditation covers another country's namespace.

E.1 No automatic opt-out. You may ask us to approve an arrangement under which you send domain renewal reminders instead of our default reseller reminder workflow. This is available only where we expressly approve it in writing for the products, registrar and accounts concerned. A control-panel preference alone does not waive a mandatory registry or registrar notice.

E.2 Approval and requirements. We decide whether your proposed process meets our programme requirements and the applicable ICANN Expired Registration Recovery Policy or country-code rules. Read those requirements and any updates, and accept the reminder-delivery arrangement we provide. Do not represent an approved operational arrangement as an exemption from ICANN policy.

E.3 Your delivery responsibilities. Within an approved arrangement, you are responsible for sending the required reminders to registrants whose domains you or your sub-resellers manage. Use the correct contact information, required timing, renewal information and communication method. Keep evidence of sending and act on delivery failures as required by the applicable process.

E.4 Country- and TLD-specific reminder windows. For covered gTLDs, the prevailing ICANN ERRP requires notices approximately one month and one week before expiry and, when necessary, within five days after expiry; refer to the policy for its allowed timing and exact conditions. A .uk, .ng, .co.za or other country-code namespace may impose a different or additional rule. The most demanding applicable requirement must be met for that registration. We may maintain central reminders to ensure compliance even if a reseller offers its own reminders.

E.5 Audit evidence. Provide delivery logs or another approved record of each reminder. Where our written arrangement requires copies, send or blind-copy them only to the monitoring address we designate and use the method we approve. Do not send registrant details to an unverified email address. Share only the data needed for compliance and observe applicable privacy obligations.

E.6 Continuing responsibilities. You remain accountable to us for failures in the reminder process you have agreed to operate. However, the arrangement does not remove obligations that ICANN, a registry or the law place on the sponsoring registrar or on us. We may still send a required notice or take remedial action to protect the registrant's rights.

E.7 Reinstatement. We may withdraw approval and restore our default reminder workflow if your process fails, required evidence is missing, an applicable rule changes or the arrangement no longer meets the agreed requirements. Cooperate promptly with that change and avoid duplicate or contradictory customer instructions. Other renewal and expiry provisions in this agreement continue to apply.