"DM Profectus" means DM Profectus Limited.
"The Client" means any person or company to whom DM Profectus shall supply, or contract to supply goods and services.
"The Material" means all publications, research and other material supplied by DM Profectus to the Client.
“Licence” means the Client is granted access to specific Material to a company-wide audience. This excludes subsidiary companies or other companies within a group of companies.
“Service” means the detailed specification of the Material to be supplied as agreed with the Client.
“Term” means the length of the Service provided.
“Statement of Work” means the signed agreement between DM Profectus and the Client detailing the Service, Term and Price.
“Consumer” means any individual to whom Material is supplied for private use and who is not being supplied Material in the course of business
“Account Holders” means any person or company who pays an upfront payment for the Material to be provided over a period of twelve months or more.
“Contract” means the agreement between DM Profectus and the Client to purchase specific Material, following the placement of an order by the Client.
2. Scope of Rights Licensed
2.1 DM Profectus is granting a limited, non-exclusive, non-transferable enterprise wide License to users of the type specifically detailed in clause 2.2 herein for use as particularly described. Any use of the Material must be clearly marked with the words “Used with the express permission of DM Profectus Limited”.
2.2. User Agreements
The Client may with DM Profectus’s prior written agreement disclose the Material to their consultants or other professional advisers, or use the Material for external presentations. The Client cannot make the Material commercially available. Under no circumstances should other data be copied into DM Profectus’s Material, without DM Profectus’s written permission. Without prejudice to any other rights, DM Profectus may terminate this License if the Client fails to comply with these Terms and Conditions of Trading. In such an event, the Client must return or destroy all hardcopy materials and delete all digital Materials covered under the Contract.
3. Effective Conditions
3.1 These Terms and Conditions of Trading shall apply to every Contract for the sale of goods or services by DM Profectus in preference to any terms and conditions upon which the Client may trade whether or not DM Profectus shall have received notice thereof. The placing of an order shall be deemed to constitute an unqualified acceptance of these terms.
4.1 No alteration or variation of these Terms and Conditions of Trading shall be effective unless agreed in writing and signed by an authorized representative of DM Profectus.
5. Order Acceptance
5.1 Except at the sole discretion of DM Profectus, only orders made in writing and received by postal mail, facsimile, email or through a secure website ordering process shall be accepted and acted upon. On receipt of an order as set out above, the Client will be provided with confirmation by DM Profectus that their order has been accepted.
6.1 Unless otherwise stated, all prices are in Naira (
N) and exclusive of VAT. All quotations are subject to a firm order being placed within sixty days, unless otherwise stated. DM Profectus reserves the right to increase the current rates from time to time prior to the placement of an order by notice to the Client. If despatch by express service is required, DM Profectus reserves the right to invoice the additional costs incurred.
7.1 Payment for our services shall be made within thirty days from the date of invoice unless otherwise specifically agreed in writing.
7.2 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay DM Profectus on the due date, DM Profectus may:
(a) Charge interest on such sum from the due date for payment at the annual rate of 6% above the Bank of England base lending rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
(b) Suspend all services until payment has been made in full.
8.1 Whilst delivery and completion dates are given in good faith, such dates are not guaranteed and DM Profectus accepts no liability for delay in delivery or completion, however caused. DM Profectus shall not be liable for any damage or loss suffered as a result of any delay in delivery.
9.1 DM Profectus reserves the right to withdraw any service from its scope of any time or to withdraw any quotation prior to order without notice.
10. Copyright and Intellectual Property
10.1 The Material will be proprietary to DM Profectus and the copyright and all other intellectual property rights of whatever nature therein shall belong to and remain vested with DM Profectus. For the avoidance of doubt, DM Profectus may use all or part of the Material to be supplied for contracts with other clients of DM Profectus. The Client has no ownership rights in the Material.
11.1 The Client acknowledges that the contents of the Material are confidential and may not be reproduced or duplicated in any way or distributed to any person who is not a full-time employee of the Client and under an express duty of confidentiality to the Client. The Client agrees to take all reasonable measures to safeguard the confidentiality of the Material. Reproduction or disclosure in whole or in part to parties other than the Client is permitted only with the written and express consent of DM Profectus.
11.2 Any other use by a third party not expressly provided for in these Terms & Conditions of Trading is strictly prohibited and a breach of these Terms & Conditions of Trading.
11.3 Unless the Client specifically requests to remain anonymous, no attempt will be made to keep his participation confidential. However, subject to the written request of the Client, DM Profectus will hold confidential all information concerning the Client and his participation which is not already in the public domain.
12.1 The information contained in the Material is believed to be reliable but cannot be guaranteed to be correct, complete or free from errors.
12.2 To the maximum extent permitted by law, DM Profectus or any its employees shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
a. any errors in or omissions from the Material available or not included therein;
b. the unavailability or interruption to the supply of the Material or any features thereof or any Material;
c. Client’s use of any equipment in connection with the Material;
d. the content of Material;
e. any delay or failure in performance beyond the reasonable control of DM Profectus, or;
f. any negligence of DM Profectus or its employees in connection with the performance of our obligations under this Contract.12.3 The following provisions set out the entire financial liability of
DM Profectus (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of:
a. any breach of the Contract;
b. any representation, statement or tortious act or omission, including negligence arising under or in connection with the Contract.
12.4 All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by Section 12 of the Sale of Goods Act 1379) are, to the fullest extent permitted by law, excluded from the Contract.
12.5 Nothing in these Terms & Conditions of Trading excludes or limits the liability of DM Profectus for death or personal injury caused by DM Profectus’s negligence, or for fraud or fraudulent misrepresentation. Subject to the above:
(a) DM Profectus’s aggregate liability for direct loss or damage in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of or failure to perform the Contract shall be limited to the total price payable under the Contract for the supply of Material and is reduced to the extent that the Client caused or contributed to that loss or damage; and
(b) Subject to (a) above, DM Profectus shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential), or for any costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.6 Subject to clause 12.4, the Client’s right to monetary damages in that amount shall be in lieu of all other remedies which the Client may have against DM Profectus.
12.7 Subject to clause 12.4, DM Profectus shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with the Material, or the failure of DM Profectus to perform its obligations, regardless of any negligence of DM Profectus.
12.8 The Material is provided for reference purposes only and is not intended, nor should it be used, as a substitute for professional advice or judgement.
12.9 Whilst reasonable efforts are made to keep the Material up to date, the Client should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.
13. Governing Law and Jurisdiction
13.4 If the matter has not been resolved within sixty days of the notification of the dispute or claim, the dispute shall be referred to the Nigerian Court.
13.3 The parties will attempt in good faith to resolve any dispute or claim arising out of or relating to the Contract promptly through negotiation between the respective parties.
13.2 The parties irrevocably agree that courts of Nigeria have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
13.1 These Terms and Conditions of Trading shall be subject to and construed in accordance with the laws of Nigeria and the Client irrevocably submits to the exclusive jurisdiction of the Nigerian courts.
Date: 15 January 2017
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