Terms & Conditions

1. Definitions

In this Agreement, the following terms have the meanings set out below:

Agreement

These Terms & Conditions, together with any applicable Service Order Form, Wholesale Agreement, and MetroReach's Privacy Policy.

Customer / You

Any individual, business, or entity that subscribes to or uses MetroReach's retail or wholesale services.

MetroReach / We

MetroReach Internet Services (metroreach.ng), registered in Nigeria and licensed by the Nigerian Communications Commission (NCC).

Service

Any internet access, full fibre broadband, or wholesale connectivity service provided by MetroReach over its open-access FTTH infrastructure.

FTTH

Fibre to the Home - the optical fibre infrastructure deployed by MetroReach or its open-access infrastructure partner to deliver connectivity directly to a premises.

Open-Access Network

The shared passive optical fibre infrastructure operated on an open-access basis over which MetroReach provides retail and wholesale services.

Service Order Form

The document signed by a Customer specifying the particular Service(s), pricing, SLAs, and special conditions applicable to that Customer.

Wholesale Customer

An Internet Service Provider, carrier, or licensed operator that takes wholesale capacity or managed services from MetroReach for onward supply.

NCC

Nigerian Communications Commission - the regulatory authority for the telecommunications industry in Nigeria.

NDPA

Nigeria Data Protection Act 2023.

Charges

All fees, installation costs, monthly recurring charges, and other amounts payable by the Customer for the Service.

Fair Use Policy

MetroReach's policy governing reasonable use of network resources to ensure quality of service for all customers.

Commencement Date

The date on which MetroReach activates the Service for the Customer.

Term

The minimum contract period specified in the Service Order Form, or 12 months where no period is stated.

Force Majeure

Any event beyond a party's reasonable control, including acts of God, civil unrest, regulatory action, or national infrastructure failure.

2. Agreement and Acceptance

By subscribing to or using a MetroReach Service, you confirm that you:

• Are at least 18 years of age, or are a duly authorised representative of a legal entity
• Have read, understood, and agree to be bound by this Agreement
• Have provided accurate and complete information during registration and subscription
• Will comply with all applicable Nigerian laws and regulations in your use of the Service

MetroReach reserves the right to decline any subscription request or to cancel an existing subscription where information provided by the Customer is found to be false, misleading, or incomplete.

3. Service Description

3.1 Retail Full Fibre Broadband

MetroReach provides high-speed internet access to residential and business premises over an open-access FTTH infrastructure. Services are delivered via a Fibre Network Termination Unit (NTU) installed at the Customer's premises and include the provisioning of a dedicated optical fibre tail circuit from the nearest open-access point of presence to the Customer's location.

Services are offered at speed tiers as detailed in the current MetroReach service schedule published at www.metroreach.ng

Advertised speeds represent maximum theoretical throughput; actual speeds may vary due to network conditions, device capability, and distance from the exchange

MetroReach will use reasonable endeavours to maintain consistent service availability in line with the applicable Service Level Agreement (SLA)

3.2 Wholesale Connectivity Services

MetroReach offers wholesale capacity products to licensed ISPs, carriers, and operators, including dedicated fibre tail circuits, backhaul capacity, and managed Layer 2/Layer 3 connectivity over its open-access FTTH network.

Wholesale services are governed by a separate Wholesale Agreement and Service Order Form

Wholesale Customers are solely responsible for all services they deliver to their own end-users and must hold all required NCC licences

MetroReach's obligations to Wholesale Customers are limited to the services specified in the applicable Wholesale Agreement

3.3 Service Availability

Services are subject to geographic availability on the MetroReach open-access FTTH network. MetroReach makes no representation that services are available in all areas of Nigeria. Availability can be confirmed by contacting MetroReach at www.metroreach.ng or via the sales team.

4. Installation and Activation

4.1 Installation

Where a new fibre connection to the Customer's premises is required, MetroReach or its appointed contractor will carry out an installation survey and schedule a date for physical installation. The Customer must:

• Ensure suitable access to the premises on the agreed installation date
• Ensure that the premises are ready for installation, including provision of suitable indoor cabling routes where required
• Obtain all necessary landlord, building management, or planning permissions prior to installation

Failure to provide access on the agreed date may result in a rescheduling charge. MetroReach reserves the right to recover any wasted visit costs where the Customer fails to provide access without reasonable prior notice.

4.2 Customer Premises Equipment (CPE)

MetroReach may deploy Customer Premises Equipment (CPE), including routers, optical network terminals (ONTs), and any associated hardware, as part of the service. All hardware deployed by MetroReach at or in connection with the Customer's premises remains the sole and exclusive property of MetroReach at all times, regardless of the duration of service or method of installation. The following conditions apply to all MetroReach-deployed hardware:

• All hardware deployed by MetroReach remains the property of MetroReach and must be returned in full working order upon service termination, suspension, or at MetroReach's request
• The Customer is responsible for accidental damage, loss, or theft of MetroReach-deployed hardware and will be charged the full replacement cost of any such hardware
• The Customer must not modify, tamper with, relocate, resell, or attempt to repair any MetroReach-deployed hardware

Where the Customer uses their own CPE, MetroReach will provide connection parameters and reasonable support, but cannot guarantee compatibility with all third-party devices.

4.3 Service Commencement

The Commencement Date and activation arrangements differ by service type as follows. For FTTH Services: the Service will be activated only upon receipt of full payment of all applicable activation, installation, and first-period charges prior to the agreed Commencement Date. MetroReach reserves the right to delay activation until payment is confirmed. For Dedicated Internet Services: the Service is deemed to have commenced, and billing will begin, on the Commencement Date, being the date on which MetroReach activates the Service and notifies the Customer that it is available for use. Activation and installation charges are payable on or before the Commencement Date.

5. Charges, Billing and Payment

5.1 Charges

All Charges are as set out in the applicable Service Order Form or the MetroReach published tariff schedule at www.metroreach.ng. Charges may include:

• One-time activation and installation fees payable on or before the Commencement Date
• Monthly recurring charges (MRC) for ongoing service, billed in advance
• Usage-based charges where applicable to the selected service plan
• Reconnection fees and equipment replacement charges as applicable

5.2 Billing and Invoicing

Billing and invoicing arrangements differ by service type. For FTTH Services: invoices are issued in advance of each billing period and delivered electronically to the Customer's registered email address. Payment is due and must be received by MetroReach before the start of each billing period or renewal date. For Dedicated Internet Services: invoices are issued monthly and delivered electronically to the Customer's registered email address, with payment due within 14 calendar days of the invoice date. In all cases, it is the Customer's responsibility to ensure their contact details are kept up to date. MetroReach is not liable for missed invoices resulting from outdated contact information.

5.3 Payment Terms

Payment terms differ by service type. For FTTH Services: all Charges are payable strictly in advance. For new FTTH subscriptions, payment must be received in full before the Commencement Date. For ongoing FTTH services, renewal Charges must be received before the expiry of the current billing period. For Dedicated Internet Services: invoices are due for payment within 14 calendar days of the invoice date, unless otherwise agreed in writing in the applicable Service Order Form. MetroReach accepts payment by:

• Bank transfer to the MetroReach designated account
• Authorised payment platforms and gateways as listed on www.metroreach.ng
• Direct debit or standing order (where available)

5.4 Late Payment

Payment and suspension terms differ by service type. For FTTH Services: MetroReach operates a strict prepayment policy. There is no grace period for late payment. Where payment is not received in full before the renewal or expiry date of the current billing period, MetroReach will automatically suspend the Service without further notice. The Service will remain suspended until all outstanding Charges are paid in full. Reconnection following suspension may attract a reconnection fee. Repeated failure to pay before the due date may result in permanent termination of the Service in accordance with Clause 9. For Dedicated Internet Services: invoices not settled within 14 calendar days of the due date may attract a late payment charge of 2% per month on the outstanding balance. MetroReach reserves the right to suspend the Service without further notice where payment remains outstanding for more than 30 days from the due date.

5.5 Disputed Invoices

If the Customer disputes any charge, they must notify MetroReach in writing at billing@metroreach.ng as soon as possible and, in any event, before the payment due date applicable to their service type, providing full details of the dispute. For FTTH Services, to avoid automatic suspension, the Customer must pay any undisputed portion of the invoice before the billing period expiry date. For Dedicated Internet Services, the Customer must pay any undisputed portion by the invoice due date. MetroReach will investigate and respond to billing disputes within 10 working days. Where a dispute is upheld, a credit will be applied to the next invoice.

5.6 Price Changes

MetroReach reserves the right to revise its charges at any time. For retail customers on fixed-term contracts, price changes will take effect at the end of the current Term unless the Customer elects to terminate in accordance with Clause 9. A minimum of 30 days' written notice will be provided before any price change takes effect.

6. Customer Obligations

The Customer agrees to:

• Use the Service only for lawful purposes and in compliance with all applicable Nigerian laws, including the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 and the Nigerian Communications Act 2003
• Not resell, share, or redistribute the Service to third parties without MetroReach's prior written consent (applicable to retail customers; wholesale customers are governed by their Wholesale Agreement)
• Maintain the security and confidentiality of all account credentials and notify MetroReach immediately in the event of any suspected unauthorised use
• Keep all contact, billing, and account information accurate and up to date
• Comply with MetroReach's Acceptable Use Policy (AUP) at all times (see Section 7)
• Not use the Service in a manner that interferes with the network, degrades service quality for other customers, or circumvents MetroReach's network management practices
• Allow MetroReach's authorised personnel reasonable access to the premises for maintenance, inspection, or repair of infrastructure and equipment
• Notify MetroReach promptly of any change in the premises address or use of the premises that may affect service delivery

7. Acceptable Use Policy (AUP)

The Service must not be used for any activity that is unlawful, harmful, abusive, or that violates the rights of others. Prohibited activities include, but are not limited to:

7.1 Prohibited Uses

• Transmitting, distributing, or storing material that is illegal under Nigerian law, including child sexual abuse material, content promoting terrorism, or content that incites violence or discrimination.
• Unauthorised access to, or interference with, any computer system, network, or data.
• Conducting or participating in Distributed Denial of Service (DDoS) attacks, spam campaigns, or any form of network abuse.
• Distributing malware, ransomware, spyware, or any other malicious code.
• Engaging in fraudulent activity, identity theft, or phishing.
• Circumventing or attempting to circumvent any network security controls, fair use mechanisms, or traffic management policies.
• Operating open proxies, open relay servers, or Tor exit nodes over the Service without MetroReach's prior written authorisation.
• Generating excessive traffic volumes that materially and adversely affect other customers' service quality, subject to applicable Fair Use Policy thresholds.

7.2 Network Management

MetroReach may apply traffic management practices to maintain overall network quality and protect the experience of all customers. These practices may include traffic prioritisation and bandwidth management during periods of congestion. Full details of our network management practices are published at www.metroreach.ng.

7.3 AUP Enforcement

Violation of this AUP may result in immediate suspension or termination of the Service without prior notice, at MetroReach's sole discretion. MetroReach will cooperate fully with Nigerian law enforcement, the NCC, and other competent authorities in investigating AUP violations.

8. Service Levels and Network Performance

8.1 Service Level Agreement

MetroReach will use commercially reasonable endeavours to maintain the Service in accordance with the Service Level Agreement (SLA) applicable to the Customer's service tier. SLA parameters - including target availability, mean time to repair (MTTR), and fault reporting procedures - are set out in the Service Order Form or the applicable product schedule at www.metroreach.ng.

Standard retail broadband services target 99.5% monthly availability (excluding planned maintenance windows)

Wholesale and business-grade services are subject to individually negotiated SLAs as specified in the Wholesale Agreement

8.2 Planned Maintenance

MetroReach may carry out planned maintenance on its network from time to time. MetroReach will use reasonable endeavours to schedule maintenance outside peak hours and will provide at least 48 hours' notice for planned outages. Planned maintenance windows do not constitute a breach of the SLA.

8.3 Fault Reporting

Customers should report faults via the MetroReach support portal at www.metroreach.ng, by email to support@metroreach.ng, or by telephone. MetroReach will acknowledge all fault reports within 4 business hours and will provide an estimated resolution time.

8.4 Service Credits

Where MetroReach fails to meet the applicable SLA availability target in a given month (excluding planned maintenance and Force Majeure events), the Customer may be eligible for a service credit. Service credits are calculated as a pro-rata reduction of the applicable MRC for the period of non-availability and are applied as a credit against the next invoice. Service credits are the Customer's sole remedy for service unavailability and do not entitle the Customer to terminate the Agreement early without penalty.

9. Term, Suspension and Termination

9.1 Minimum Term

The Service is provided for the minimum Term specified in the Service Order Form. Where no Term is stated, the minimum Term is 12 months from the Commencement Date. After the minimum Term, the Agreement continues on a rolling monthly basis until terminated in accordance with this Clause.

9.2 Termination by the Customer

The Customer may terminate the Service by providing at least 30 days' written notice to MetroReach. Termination during the minimum Term will attract an Early Termination Charge (ETC) equal to the remaining monthly recurring charges for the unexpired portion of the minimum Term.

9.3 Termination by MetroReach

MetroReach may terminate or suspend the Service with immediate effect, or upon notice, in the following circumstances:

• The Customer is in material breach of this Agreement and fails to remedy such breach within 14 days of written notice
• The Customer fails to make payment in accordance with the applicable payment terms for their service type: for FTTH Services, failure to pay before the expiry date resulting in automatic suspension; for Dedicated Internet Services, failure to pay any undisputed Charges within 30 days of the invoice due date
• The Customer violates the Acceptable Use Policy (Section 7)
• MetroReach is required to do so by a competent regulatory authority or court order
• The Customer becomes insolvent, enters administration, or is wound up
• Continued provision of the Service is technically or commercially unviable due to circumstances outside MetroReach's reasonable control

9.4 Termination for Service Changes

If MetroReach makes a material change to the Service or these Terms that is to the Customer's detriment, MetroReach will provide at least 30 days' written notice. The Customer may, within that notice period, elect to terminate the Service without incurring an Early Termination Charge.

9.5 Effects of Termination

Upon termination of the Service:

• All outstanding Charges become immediately due and payable
• All MetroReach-deployed hardware must be returned to MetroReach within 14 days of termination; failure to return hardware in good working order will result in the Customer being charged the full replacement cost
• MetroReach will cease providing the Service and may decommission the fibre connection to the premises
• Clauses relating to liability, confidentiality, governing law, and dispute resolution survive termination

10. Limitation of Liability

10.1 MetroReach's Liability

To the fullest extent permitted by applicable Nigerian law, MetroReach's total aggregate liability to the Customer under or in connection with this Agreement - whether in contract, tort (including negligence), or otherwise - shall not exceed the total Charges paid by the Customer in the three months immediately preceding the event giving rise to the claim.

10.2 Excluded Losses

MetroReach shall not be liable for:

• Loss of profit, revenue, business, contracts, or anticipated savings
• Loss of data or corruption of data (save as required by the NDPA)
• Indirect, consequential, or special loss of any nature
• Service interruptions caused by Force Majeure events, planned maintenance, or third-party infrastructure failures beyond MetroReach's reasonable control
• Incompatibility between the Service and the Customer's own equipment, software, or systems
• Actions or omissions of third parties, including the open-access infrastructure provider, upstream transit providers, or content providers

10.3 Customer's Indemnity

The Customer shall indemnify and hold harmless MetroReach, its directors, employees, and agents from and against any claims, damages, fines, penalties, or legal costs arising from the Customer's breach of this Agreement, misuse of the Service, or violation of any applicable law, including any claims brought by third parties as a result of the Customer's use of the Service.

10.4 No Exclusion of Statutory Rights

Nothing in this Agreement limits or excludes MetroReach's liability for death or personal injury caused by its negligence, or for fraud, or for any liability that cannot be excluded by law under the Nigerian Communications Act 2003 or any other applicable statute.

11. Intellectual Property

All intellectual property rights in MetroReach's network infrastructure, software, systems, branding, website, and documentation remain the sole and exclusive property of MetroReach. Nothing in this Agreement grants the Customer any rights in MetroReach's intellectual property save as expressly set out herein.

The Customer grants MetroReach a non-exclusive licence to use any content, data, or information submitted by the Customer solely to the extent necessary to provide the Service.

12. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including technical specifications, pricing, network architecture, and commercial terms. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to the confidential information
• Is required to be disclosed by law, regulation, or order of a competent authority - in which case, the disclosing party shall provide prompt notice to the other party where lawfully permitted

The confidentiality obligations in this Clause shall survive termination of this Agreement for a period of three years. This Clause applies with particular force to Wholesale Customers and carrier partners.

13. Data Protection and Privacy

MetroReach processes personal data in accordance with the Nigeria Data Protection Act 2023 (NDPA) and MetroReach's Privacy Policy, which is incorporated into this Agreement by reference and is available at www.metroreach.ng/privacy. By entering into this Agreement, the Customer acknowledges and consents to the processing of personal data as described in the Privacy Policy.

Where the Customer is a business that shares its employees' or end-users' personal data with MetroReach, the Customer warrants that it has obtained all necessary consents and has a lawful basis for such sharing under the NDPA. The parties may, where required, enter into a Data Processing Agreement to govern the processing of personal data on behalf of the Customer.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure event. A party claiming Force Majeure must notify the other party in writing as soon as reasonably practicable, specifying the nature and expected duration of the event.

If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the Agreement on 14 days' written notice without liability, other than for Charges already accrued and due.

15. Changes to this Agreement

MetroReach may update or amend these Terms from time to time to reflect changes in law, regulatory requirements, technology, or commercial practices. Updated Terms will be published at www.metroreach.ng with a revised effective date. For material changes, MetroReach will provide at least 30 days' prior notice by email or via the customer portal.

The Customer's continued use of the Service after the effective date of any revised Terms constitutes acceptance. If the Customer does not accept the revised Terms, they may terminate the Service in accordance with Clause 9.4 without incurring an Early Termination Charge.

16. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria, in respect of any dispute arising out of or in connection with this Agreement, subject to the dispute resolution procedure in Clause 17.

17. Dispute Resolution

17.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party. The parties shall have 30 days from the date of such notice to reach a resolution.

17.2 NCC Regulatory Complaints

Retail customers who are unable to resolve a complaint with MetroReach through the informal process above may refer their complaint to the Nigerian Communications Commission (NCC) in accordance with the NCC Consumer Code of Practice Regulations. The NCC can be contacted at www.ncc.gov.ng.

17.3 Arbitration

If the dispute is not resolved through informal negotiation within 30 days, and does not fall within the NCC's jurisdiction, either party may refer the dispute to arbitration under the Arbitration and Conciliation Act (Cap. A18, Laws of the Federation of Nigeria 2004), as amended. The seat of arbitration shall be Lagos, Nigeria, and proceedings shall be conducted in English.

18. General Provisions

Entire Agreement

This Agreement, together with any applicable Service Order Form, Wholesale Agreement, and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings relating to the subject matter.

Waiver

No failure or delay by MetroReach in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.

Severability

If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment

The Customer may not assign, transfer, or sub-licence its rights or obligations under this Agreement without MetroReach's prior written consent. MetroReach may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the Customer is notified.

Notices

All formal notices under this Agreement shall be in writing and delivered to the addresses set out in the Service Order Form or, for MetroReach, to the address in Clause 19. Notice by email is deemed received on the day of transmission if sent during business hours.

Relationship of Parties

Nothing in this Agreement shall create or imply a partnership, joint venture, agency, employment, or franchise relationship between MetroReach and the Customer. Each party is an independent contractor.

19. Contact Information

For all service enquiries, billing queries, fault reports, or formal notices, please contact MetroReach at:

• General Enquiries & Sales: sales@metroreach.ng | 0908 799 1348
• Technical Support: support@metroreach.ng
• Billing & Accounts: billing@metroreach.ng
• Data Protection Officer: privacy@metroreach.ng
• Phone: 0908 799 1042 | 0908 799 1156 | 0908 799 0824
• Address: Plot 1265 / 54A Adeola Odeku Street, Victoria Island, Lagos, Nigeria
• Website: www.metroreach.ng

Thank you for choosing MetroReach. We are committed to providing reliable, high-speed full fibre connectivity with transparency and integrity.