Last Updated: October 8, 2026
This Master Subscription Agreement ("MSA") is entered into by and between Oriald and the Customer identified in an applicable Order Form. This MSA, together with any applicable Order Forms, Service Descriptions, and SLAs, constitutes the entire agreement regarding the commercial deployment of Oriald.
1. Ordering and Subscription Terms
1.1 Order Forms. The Services shall be ordered by Customer pursuant to one or more Order Forms. Each Order Form shall specify the Subscription Term, the Tier (Cloud, Energy, Autonomous, Enterprise), the applicable fees, and the property location(s).
1.2 Subscription Term & Renewal. The initial Subscription Term shall be set forth in the Order Form. Unless otherwise specified, subscriptions will automatically renew for successive terms equal in length to the initial term, unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
2. Fees, Invoicing, and Payment
2.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (i) fees are based on Services and subscriptions purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
2.2 Invoicing and Payment. Fees will be invoiced in advance, either annually or monthly as agreed. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Late payments may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
2.3 Taxes. Oriald's fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
3. Suspension and Termination
3.1 Suspension for Non-Payment. If any charge owing by Customer is thirty (30) days or more overdue, Oriald may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that Oriald has given Customer at least ten (10) days' prior notice.
3.2 Termination for Cause. Either party may terminate this MSA for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation.
3.3 Post-Termination Data Retrieval. Upon request by Customer made within 30 days after the effective date of termination, Oriald will make Customer Data available to Customer for export or download. After such 30-day period, Oriald will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of Customer Data in its systems.
4. General Provisions
4.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.
4.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, 2023.