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Nigeria Data Protection Assessment

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Terms of Use

Agreement Overview

Mandatory Arbitration

THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION IN CLAUSE 24, WHICH INCLUDES INDIVIDUAL ARBITRATION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES TO ENSURE THAT YOU UNDERSTAND YOUR RIGHTS.

Terms of Use

The Agreement is a legally binding agreement between you (“You”/“Your”/“User”), and Balogun Harold (“Balogun Harold” “Us” “Our” “We”). “You” and “Your” refer to the individual or organisation bound to this Agreement, through acceptance of this Agreement in the manner specified herein. This Agreement contains the terms and conditions that govern Your use of Our NDPA Compliance Assessment Tool (the “Tool”) for assessment of Your potential obligations under the Nigeria Data Protection Act 2023 (“NDPA”) and the General Application and Implementation Directives (“GAID”) and request for expert assistance including audit and remediation services (our “Services”), which are made available and hosted at https://www.dataprotectionaudit.ng/, including any associated domains thereof (“Platform”). Except as otherwise agreed, You acknowledge and agree that Your use of the Platform and Services is also governed by our Privacy Policy, and our Data Processing Agreement, which are incorporated by reference into this Agreement.

Amendments to this Agreement

We reserve the right to amend this Agreement at any time and may notify You of any material changes by posting the revised Agreement on the Platform. All changes shall be effective upon posting. You should check this Agreement periodically for such changes. Your continued use of the Platform after any such changes to these Terms of Use constitutes Your agreement to be bound by such changes.

Suspension and Termination of Services

Without limiting Our other rights or remedies, We may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability where such is necessary to protect Our commercial interests. The need to preserve Our commercial interests may arise in a variety of circumstances, including where (i) We reasonably determine that there is an imminent or ongoing threat or attack on the Services or the Platform or other event that may create a risk to the Services, or any other user of the Services; (ii) Your use of the Services or the Platform disrupts or poses a security, privacy, or material reputational risk to Us, the Services, or any other User of the Services; (iii) You are in breach of any portion of these Terms of Use; or (iv) Such action is necessary to comply with applicable laws, including the NDPA or related regulations. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You may incur as a result of any such termination or suspension.

Eligibility and Acceptance of Our Terms & Conditions

To be eligible to use Our Services, You must review and accept the terms set forth in this Agreement. By accessing or using the Platform or Our Services, You acknowledge that You have read, understood, and agree to be bound by these terms, and that such agreement is effective as of the date of Your access or use. You also agree to comply with all applicable laws and regulations, including the NDPA, the GAID, and any other guidelines incorporated into this Agreement. If You do not agree with these terms, do not access or use the Platform or Our Services. Your access to and use of Our Services is conditioned on Your acceptance of and compliance with this Agreement.

Authorised Users

The Services may be accessed and used by individuals who are at least 18 years of age or otherwise not barred from using the Services under applicable law. If You are using the Services on behalf of an organisation or allowing others (Authorised Users) to access or use the Services or Platform, You acknowledge and agree that You are responsible for all actions and omissions of those individuals. You must ensure their use complies with this Agreement and all applicable laws. If You are agreeing to these Terms of Use on behalf of an organisation, You represent and warrant that You have the authority to bind that organisation to these terms. We reserve the right to take legal action against You or any Authorised User if this representation is false.

Additional Definitions

“Expert Services Request” means a request submitted by You through the Platform's form for Our expert assistance with NDPA and GAID compliance, including but not limited to audits, remediation, or consulting.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Our Materials” means all specifications, documentation, systems, methods, processes, software, deliverables, technical or functional descriptions, NDPA/GAID guidance, compliance checklists, templates, self-assessment tools, and any, and all other information, data, documents, materials, works, content, or features developed, provided, or used by Us from time to time in connection with the Services and made available for Your use. For the avoidance of doubt, Our Materials include Resultant Data and any information, data, or other content derived from Our monitoring of Your access to or use of the Services or Platform. However, Our Materials do not include User Data.

“Resultant Data” means data and information related to Your use of the Services or Platform that is used by Us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision, operation, improvement, or analysis of the Services or Platform.

“Services” means the self-assessment resources, tools, compliance checklists, guidance features, and any related functionalities provided through the Platform, including all improvements, updates, enhancements, bug fixes, release notes, upgrades, and changes thereto, as developed by Us and made available to You. Services are provided free of charge, excluding optional fee-based Expert Services Requests.

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services or Platform that are not proprietary to Us.

“User Data” means information, data, and other content, in any form or medium, that is uploaded, input, or otherwise received, directly or indirectly, from You through the Platform or Services, including but not limited to, organisation details, assessment responses, or compliance checklists. For the avoidance of doubt, User Data does not include Resultant Data.

Access and Use of the Services

License Grant

We hereby grant You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Platform during the time they are made available, solely for Your internal, non-commercial use in evaluating Your organisation's potential obligations under the NDPA and the GAID (the “Permitted Use”). You shall not: (i) sublicense, resell, rent, lease, distribute, copy, modify, adapt, translate, or create derivative works of the Platform, Services, or Our Materials; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Platform or Services; (iii) use the Services or Platform for any competitive purpose, to develop a competing product, or in any manner that exploits the Platform commercially; (iv) remove, obscure, or alter any copyright, trademark, or proprietary notices; or (v) use the Services or Platform in violation of applicable laws, including the NDPA.

Ownership

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, Our Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise to You. All rights, title, and interest in and to the Services, Our Materials, and the Third-Party Materials are and will remain Ours and that of the respective rights holders in the Third-Party Materials.

Third Party Platforms & Shared Information

The Platform and Services may contain links to third-party websites, resources, or services. We provide these links only as a convenience and are not responsible for the content, accuracy, availability, products, or services on or available from those third-party sites or resources, or any links displayed on such sites. You assume all risks arising from Your use of any third-party websites, resources, or services. The owners of such third-party sites may require You to agree to their separate terms, privacy policies, or conditions. By using the Services, You acknowledge that any third-party services utilized by Us to operate the Platform (e.g., hosting, analytics, or payment processing for Expert Services Requests) will be subject to their respective terms. We encourage You to review all third-party terms carefully. While We strive to use reputable service providers, We cannot guarantee the performance, availability, security, or NDPA compliance of third-party services. Our Services may integrate with or reference third-party tools relevant to NDPA/GAID compliance, but such integrations do not imply endorsement or affiliation.

Any information You provide via Expert Services Request forms on the Platform will only be used to facilitate those services and handled in accordance with Our Privacy Policy.

No Professional Advice

The Tool does not provide legal advice. The information, checklists, and assessment results generated through the Platform are for general informational and educational purposes only to help organisations understand their potential obligations under the NDPA and the GAID. They should not be construed as legal advice or a substitute for professional legal counsel. The results provided by the Tool are based on the information You supply and represent a general interpretation of the NDPA and GAID regulations. Data protection compliance is complex and fact-specific. You should consult with a qualified legal professional or contact the NDPC directly for advice specific to Your organisation's circumstances. You are solely responsible for all decisions made and actions taken based on information received from the Platform or Services. The Tool is not affiliated with, endorsed by, or operated by the NDPC or any government agency. Use of the Tool does not create a solicitor-client, attorney-client, or any professional advisory relationship between You and Us.

Geographic Restrictions

The Platform and Services are a free public resource intended to help organisations assess their potential obligations under the NDPA and GAID when processing data of Nigerian data subjects, whether based in Nigeria or abroad. The Services and Platform are available globally in jurisdictions where they may legally be accessed and used. Nothing related to the Services or Platform constitutes an offer or solicitation in any jurisdiction where such would be unlawful. The technology, software, self-assessment tools, and any data transmitted through the Services or Platform may be subject to Nigerian export control laws and regulations. You shall not download, export, re-export, or use the Services or Platform (or any data obtained therefrom) in violation of applicable export control laws, sanctions, or restrictions. You agree to comply with all applicable local laws and regulations regarding Your use of the Services and Platform, including but not limited to the NDPA, cybersecurity laws, online conduct requirements, and restrictions on processing personal data. Your use of the Services outside Nigeria or in violation of these geographic and export restrictions is at Your sole risk. We disclaim any and all liability with respect to such use.

Our Right to Modify the Services

We reserve the right to modify, suspend, discontinue, or restrict access to any part of the Platform or Services at any time, with or without notice, for any reason, including compliance with applicable law, technical upgrades, or operational needs. Where feasible, We will use reasonable efforts to notify You of material changes in advance via the Platform or email (if provided). Continued use of the Platform or Services after any such change constitutes Your acceptance of the modifications. We shall not be liable to You or any third party for any modification, suspension, or discontinuation of the Platform, Services, or features like Expert Services Requests. You acknowledge that certain functionalities may depend on third-party providers and could be suspended or withdrawn at their discretion. Any modification, suspension, discontinuance, or access restriction does not affect Your prior obligations under these Terms, prior to such modification, suspension, discontinuance, or restriction.

Platform Access and Expert Services Requests

No account or profile creation is required to access or use the free self-assessment tools. To request optional paid Expert Services, You must complete and submit the relevant request form, providing accurate details such as Your organisation name, contact email, phone number, and other relevant information. We may use the email and phone number You provide to communicate with You regarding Your request, including updates, quotes, or next steps required. Submitting the form creates no ongoing account or profile as the data submitted via the form is used solely for fulfilling Your request in line with Our Privacy Policy.

User Responsibility

The request form is for Your sole use. You are fully responsible for all information submitted and any actions taken through the Platform, including any information submitted via the Expert Services Request form. You must keep any confirmation details (e.g., reference number, temporary link) that may be provided by Us in relation to your Expert Services request, secure and confidential. Do not share them with others. If You suspect unauthorized access or compromise of Your submitted information, notify Us immediately at privacy@dataprotectionaudit.ng. You accept all risks of unauthorized use arising from Your failure to safeguard submitted details and agree to indemnify Us against any liability from such issues.

You acknowledge that the self-assessment tools, checklists, and features on the Platform are designed to function as intended when used correctly. Incomplete or improper use (e.g., skipping questions or ignoring on-screen guidance) may lead to inaccurate results or gaps in compliance insights. You agree to use the Platform and its features in accordance with any provided instructions or documentation displayed on the Platform. We shall not be liable for any inaccuracies in assessment results, errors, or inconsistencies arising from Your non-use, or misuse of the Platform, Services, or guidance, including self-assessment outputs or Expert Services Requests. You agree to use the Platform and any requested Expert Services only for lawful purposes and in compliance with these Terms and applicable laws.

As a User of the Platform, You are responsible for:

  • Providing accurate and complete information when using the Platform or submitting Expert Services Requests.
  • Verifying all self-assessment results with qualified NDPA/GAID professionals, as Services do not constitute legal advice.
  • Staying informed about changes to the NDPA, GAID, and other applicable data protection laws.
  • Implementing appropriate compliance measures based on Your assessment results.
  • Using the Platform and Services in accordance with these Terms, Our Privacy Policy, and all applicable laws.

Accuracy of Information

You represent and warrant that all information You submit to Us via the Platform, including through the optional Expert Services Request form, is true, complete, accurate, not misleading, and provided in a timely manner. You represent and warrant that all such information is provided without any obligation on Us to verify its accuracy or completeness. If submitted information changes before Expert Services commence, You agree to notify Us promptly. You are responsible for all consequences of any inaccurate or incomplete information. We have no liability for any issues, delays, or inability to provide Services arising from such inaccuracies. You agree to provide any additional documents or information reasonably requested to process Your Expert Services Request.

User Data and Consent

You represent and warrant that You have all necessary rights, consents, permissions, and legal bases to submit, upload, or provide User Data via the Platform or Services. Without limiting the foregoing, if You request sharing of User Data with third-party experts, You confirm You have obtained required consents or notices and that such sharing complies with applicable data protection laws. By submitting User Data, You grant Us a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sub-licensable license to copy, store, process, analyze in anonymized form, and otherwise use it solely to provide the Services, fulfill Expert Services Requests, improve the Platform, and as described in Our Privacy Policy.

By accessing the Platform or Services, You consent to Our collection and use of non-personal technical information about Your device, browser, IP address, and usage patterns (e.g., pages viewed, time spent) in aggregate and anonymized form to improve the Services, analyze performance, and ensure security. By submitting an Expert Services Request form, You consent to Our processing, transmission, collection, retention, and use of the personal data provided solely to fulfill Your request, communicate with You, and improve Expert Services, in compliance with Our Privacy Policy.

Prohibited Uses & Restrictions

5.7.1. You shall not, under any circumstances, use the Platform or any related Services for purposes inconsistent with these Terms of Use. Specifically, Users are prohibited from:

  • 5.7.1.1. Using any content, data, checklists, self-assessment tools, or functionality provided by Us or third-party providers through the Platform in a manner not expressly permitted under these Terms of Use;
  • 5.7.1.2. Engaging in any fraudulent, malicious, illegal, or otherwise unauthorized activities using the Platform, including activities that violate the NDPA, the GAID, or any applicable laws;
  • 5.7.1.3. Submitting false or misleading organization details, phone numbers, or email addresses when requesting Expert Services; and
  • 5.7.1.4. Using, copying, displaying, distributing, modifying, broadcasting, translating, reproducing, reverse engineering, reformatting, incorporating into advertisements or other works, selling, trading, promoting, creating derivative works, or in any way exploiting or allowing others to exploit the Platform or Services.

Access Restriction

5.8.1. We shall have the right in Our sole and absolute discretion to restrict Your access to the Platform or limit Your use of the Services. Such restrictions may last for a number of hours or days as We deem necessary and will not affect Our accrued rights or Your liabilities to Us. We may restrict Your access to the Platform in a variety of circumstances, including if:

5.8.2. We reasonably suspect or believe that You are in breach of these Terms of Use;

5.8.3. You use or attempt to use the Platform for unauthorized purposes;

5.8.4. We detect any abuse, misuse, breach of content, fraud, or attempted fraud relating to your use of the Services;

5.8.5. We are required to comply with an order, instruction, or recommendation from the government, court, regulator (NDPC), or other competent authority;

5.8.6. Such restriction is necessary as a consequence of technical problems or for reasons of safety;

5.8.7. Such restriction is necessary to facilitate updates or upgrades to the content or functionality of the Services from time to time; or

5.8.8. We decide to suspend or cease provision of the Services for commercial reasons as We may determine in Our absolute discretion. In this event, We agree to provide reasonable advance notice where practicable.

Intellectual Property Rights

All right, title, and interest in and to the Platform, including its design, text, graphics, code, self-assessment tools, checklists, and Our Materials, including all Intellectual Property Rights therein, are and will remain with Balogun Harold and, with respect to Third-Party Materials, the applicable third-party provider own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. You have no right, license, or authorization to Our Materials except as expressly set forth in this Agreement or the applicable third-party license. All other rights in Our Materials are expressly reserved by Balogun Harold. As between User and Balogun Harold, User is and will remain the sole and exclusive owner of all right, title, and interest in and to all User Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Agreement, and subject to Our Privacy Policy. You hereby irrevocably grant Us all such rights and permissions in or relating to User Data as are necessary or useful for Us to provide the Services hereunder.

Acceptable Use Restrictions

7.1. You are prohibited from directly or indirectly engaging in conduct that presents a risk of harm to other users, the Platform, the Services, or any third parties (“Prohibited Activities”). You agree not to:

  • 7.1.1. Use the Platform or Services in any unlawful manner, for any unlawful purpose, or in a manner inconsistent with these Terms of Use, including acting fraudulently or maliciously;
  • 7.1.2. Use the Platform or Services to defraud Us or third parties, including submitting false organization details, phone numbers, or emails when requesting expert services;
  • 7.1.3. Use the Platform or Services in a manner that implies or promotes support for, funding of, or membership in terrorist organizations;
  • 7.1.4. Use the Platform or Services in any manner that contravenes applicable laws (including the NDPA and GAID) or facilitates prohibited activities;
  • 7.1.5. Infringe Our Intellectual Property Rights or those of any third party, including submitting unlicensed material;
  • 7.1.6. Use the Platform or Services in a way that could damage, disable, overburden, impair, or compromise Our systems or security, or interfere with other users, including by:
    • Reverse engineering, decompiling, disassembling, or deriving source code;
    • Transferring, reselling, leasing, or assigning the Platform/Services without permission;
    • Using for purposes other than bona fide internal compliance assessments;
    • Tampering with Our systems or probing vulnerabilities;
    • Developing or using software, scripts, robots, or crawlers to scrape data or build competing tools;
    • Launching automated systems that overload Our servers;
    • Using to build, maintain, or improve competitive products or for unauthorized research;
    • Accessing via unauthorized interfaces or masking access metrics;
    • Extracting data beyond authorized use or deciphering transmissions;
    • Engage in harassing, abusive, inappropriate, fraudulent, or illegal behavior;
    • Transmit malware, host phishing pages, or perform activities that harm the Platform or infrastructure;
    • Engage in deceptive commercial practices.

7.2. We shall have the right, but not the obligation, to monitor or investigate your use of the Services at any time for compliance with these Terms of Use. Our determination of any breach will be final and binding, and any enforcement action (or decision not to act) will be at Our sole discretion. We may, at any time and without notice, restrict your access to the Platform or Services if you engage in Prohibited Activities.

7.3. Without prejudice to other provisions, you agree to indemnify Us, Our directors, officers, affiliates, agents, successors, and assigns against all claims, liabilities, damages, costs, and expenses (including attorney fees) arising from your breach of this clause.

7.4. If you become aware of any actual or threatened Prohibited Activity, you shall immediately: (a) take all reasonable and lawful measures within your control to stop it and mitigate effects (including preventing unauthorized access and destroying any illicitly obtained data); and (b) notify Us promptly.

Indemnity

You shall indemnify, defend, and hold harmless Us and Our affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (each, “Our Indemnitee”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Us or Our Indemnitee resulting from any third-party claim to the extent that such claim or losses result from, are alleged to arise out of, or relate to: (a) Your use of the Tool or violation of these terms; (b) Any use or processing of data you provide (including organization name, phone number, email, or self-assessment inputs) by an A Indemnitee in accordance with these Terms of Use; (c) Any materials, information, documents, content, or instructions provided by you or your representatives, including Our compliance with your specifications or directions; (d) Your breach of any representations, warranties, covenants, or obligations under these Terms of Use; (e) Fraud, negligence, recklessness, willful misconduct, or any act or omission by you or your representatives in connection with the Platform or Services; (f) Your breach of applicable laws, including the NDPA, the GAID, or data protection obligations. This indemnification survives termination of these Terms of Use.

The indemnity in clause 8.1. above, shall also include the following:

  • 8.2.1. All demands, claims, actions, losses, or damages arising from Our acting (or not acting) on your requests or submissions via the Platform (e.g., expert service forms), electronic communications, or from malfunctions, hardware/software failures, data loss, power outages, corruption, riots, vandalism, sabotage, terrorism, or other events beyond Our control.
  • 8.2.2. Any loss or damage from your use, misuse, or possession of third-party software (e.g., browsers or tools interacting with the Platform).
  • 8.2.3. Any unauthorized access to the Platform, security breaches, or destruction/theft/damage to your devices, platforms, or systems.
  • 8.2.4. Any loss from your failure to adhere to these Terms of Use or supplying incorrect/misleading information (e.g., organization details or self-assessment inputs).
  • 8.2.5. Any losses or expenses from fraud by you or your representatives, or costs incurred by Us in engaging regulators (e.g., NDPC) due to your actions.

8.3. We agree to indemnify, defend, and hold you harmless against third-party claims that the Platform or Services infringe their intellectual property rights, including reasonable attorneys' fees and awarded damages. You must promptly notify Us in writing of such claims and provide reasonable cooperation at Our expense. We may: (a) procure a license; (b) modify the infringing parts to be non-infringing; or (c) terminate access to the infringing parts. This states Our entire liability and your sole remedy for such IP claims. This indemnification survives termination.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE PLATFORM AND SERVICES, INCLUDING SELF-ASSESSMENT TOOLS, CHECKLISTS, GUIDANCE, AND ANY THIRD-PARTY CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW.

WE HEREBY DISCLAIM ALL LIABILITIES, RESPONSIBILITIES, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH THE NDPA, GAID, OR ANY LAWS. WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (A) THE PLATFORM OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM VIRUSES; (B) SELF-ASSESSMENT RESULTS, CHECKLISTS, OR GUIDANCE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR SPECIFIC CIRCUMSTANCES; (C) THE PLATFORM WILL MEET ANY SERVICE LEVELS OR OPERATE WITHOUT DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN, OR OBTAINED THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY. WE DO NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY TOOLS, CONTENT, OR LINKS. ALL WARRANTIES AND OBLIGATIONS IMPLIED BY LAW (INCLUDING UNDER THE NDPA, GAID, OR CONSUMER PROTECTION LAWS) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED. TO THE EXTENT ANY WARRANTY IS MANDATED BY LAW, IT IS LIMITED TO THE MINIMUM REQUIRED. IF THE PLATFORM IS UNAVAILABLE, OUR SOLE LIABILITY IS TO RESTORE ACCESS AS SOON AS REASONABLY PRACTICABLE, IF POSSIBLE. YOU ACKNOWLEDGE WE HAVE RELIED ON THIS DISCLAIMER IN PROVIDING ACCESS TO THE PLATFORM.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS CLAUSE IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THAT THE PLATFORM AND SERVICES ARE PROVIDED COMPLETELY FREE OF CHARGE, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. YOU AND US WILL USE REASONABLE EFFORTS TO MITIGATE ANY POTENTIAL DAMAGES OR OTHER ADVERSE CONSEQUENCES ARISING FROM OR RELATED TO THE SERVICES. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH FREE ACCESS TO THE PLATFORM AND SERVICES.

EXCEPT WITH RESPECT TO OUR IP INDEMNIFICATION OBLIGATIONS HEREIN, UNDER NO CIRCUMSTANCES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL WE OR OUR AFFILIATES, DIRECTORS, EMPLOYEES, SUPPLIERS AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, NON-PECUNIARY OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS IN ASSESSMENT RESULTS, REGULATORY PENALTIES OR FINES, LOSS OF BUSINESS OR REVENUE, OR ANY DECISIONS MADE BASED ON THE PLATFORM'S OUTPUT, OR FOR LOST PROFITS OR LOST/INACCURATE DATA OR LOSS OF GOODWILL OR REPUTATION, OR REPLACEMENT COSTS, BUSINESS INTERRUPTION FOR ANY REASON, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

IN NO EVENT SHALL THE COLLECTIVE AND AGGREGATE LIABILITY OF US AND OUR AFFILIATES, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY DIRECT DAMAGES, IN THE AGGREGATE, EXCEED THE PAID TO US FOR OUR EXPERT SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO ANY CLAIMS RELATING TO THE PROCESSING OF PERSONAL DATA UNDER THESE TERMS OF USE.

Entire Agreement

These Terms of Use constitute the entire agreement between you and Us regarding your use of the Platform and Services and supersede all previous agreements, promises, assurances, warranties, representations, and understandings between Us, whether written or oral, relating to the subject matter herein. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms of Use.

Force Majeure

We shall not be in breach of these Terms of Use nor liable for any delay in performing, or failure to perform, any of Our obligations under these Terms of Use if and to the extent that such delay or failure results from events, circumstances or causes beyond Our reasonable control, including but not limited to: Acts of God, flood, earthquake, tsunami, or other natural disasters; War, terrorism, riot, civil unrest, or public health emergencies; Government actions, court orders, regulatory restrictions, or NDPC directives; Internet or power failures, denial-of-service attacks, or third-party service outages; Strikes, labor disputes, or shortages of materials or labor. In such circumstances, the time for performance of the affected obligation shall be extended by a period equivalent to the period during which performance has been delayed or prevented due to such event. We will notify you promptly of any such event and use reasonable efforts to mitigate its impact and resume performance as soon as practicable.

Assignment & Sub-Contractors

This Agreement, and any rights and licenses granted hereunder, shall not be transferred or assigned by You without Our prior written consent. We may withhold, condition, or delay any such consent in Our sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void. You acknowledge and agree that We may in Our sole discretion, engage third-party contractors, vendors, agents or service providers (“Subcontractors”) perform any part of the Services on Our behalf without prior notice to You, insofar as the engagement of such Subcontractor is necessary for the provision of the Services. You expressly waive, to the fullest extent permitted by law, any claims, demands, or causes of action under applicable data protection, privacy, or similar laws arising from Our engagement of Subcontractors in connection with the provision of the Services. You further acknowledge that You do not require us to obtain your consent before engaging any Subcontractor. You agree that this waiver is reasonable and necessary for the efficient and effective performance of the Services, including the fulfillment of our legal, regulatory, and contractual obligations. We shall ensure that any Subcontractors engaged in connection with the Services are bound by confidentiality and data protection obligations consistent with applicable law.

Electronic Transmission

The User hereby agrees to electronic communication. This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either: (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement; or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party hereby waives any such or other related defence.

Severance

If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.

No Partnership or Agency

This Agreement shall not be construed as creating any partnership, joint venture, agency or similar relationship between You and Us other than the relationship with respect to carrying out the terms of this Agreement. All rights, duties, obligations, and liabilities of Us and You shall be separate, individual and several and not joint. Except as set forth in this Agreement, You have no authority to act as agent for Us or bind Us in any way.

Compliance with Laws

You will be solely responsible for compliance with any and all applicable laws, rules and regulations affecting Your business, and any use You may make of the Platform and Services to assist You in complying with any such laws, rules or regulations, including the NDPA and the GAID. You are responsible for ensuring that Your representatives using the Platform comply with applicable laws while using the Services, including the intellectual property and third-party rights of others.

Each Party agrees, in its performance of its obligations under these Terms of Use, to comply, and to cause its affiliates to comply, with all applicable anti-bribery, anti-money laundering, and other anti-corruption laws applicable in Nigeria (“Anti-Corruption Laws”). In general, the Anti-Corruption Laws prohibit: (i) directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, to direct business to any other person or entity; and/or (ii) the concealment of the origins of illegally obtained money, typically by means of transfers involving foreign banks or legitimate businesses.

Each Party will maintain policies and procedures designed to ensure its compliance with applicable Anti-Corruption Laws. Neither Party shall knowingly take any action that would cause the other Party to be in violation of Anti-Corruption Laws. Each Party shall immediately notify the other Party if such Party has any information or suspicion that there may be a violation of any Anti-Corruption Law in connection with the performance of any activities under these Terms of Use.

Construction

We have prepared this Agreement and the User has either retained counsel or had the opportunity to do so to review this Agreement. With respect to any dispute concerning the meaning of this Agreement, this Agreement will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning, and no part of this Agreement will be construed against Us on the basis that We drafted it. In the event of disputes, this Agreement will be viewed as if prepared jointly by Us and User.

Future Functionality

The User acknowledges that its access and use to the Platform is based solely on the functionality available at the time of use. Any statements, presentations, or materials describing possible future features, enhancements, or integrations are for informational purposes only and are not binding commitments. The User agrees that it has not relied, and will not rely, on the availability of any future functionality features, or enhancements when accessing the Platform or Services under this Agreement.

Notices

We may provide notices to Users, whether required by law or for operational, or other business purposes, by email (using the address you provide when requesting Expert Services), through in-product notifications on the Platform, or by posting updates directly on the Platform, as determined by Us in Our sole discretion. We are not responsible for any losses or claims attributable to (a) any requests by You requesting Us to only send updates or notices relating to the Service only to Authorised Representatives (b) any automatic filtering or blocking by You, Your email service, or network provider; (c) or failure to monitor Platform notifications that may prevent delivery of notices or updates. Your continued use of the Platform after notice constitutes acceptance.

Survival

Except as expressly provided otherwise in this Agreement, all provisions that by their nature extend beyond the expiration or termination of this Agreement shall survive such expiration or termination, including, without limitation, provisions related to confidentiality, intellectual property ownership, indemnification, limitations of liability, dispute resolution, and compliance with laws.

Waiver

No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of the Federal Republic of Nigeria.

Arbitration (Clause 24)

Any past, present or future or claim relating in any way to Your use of or access to the Services, the Platform or any product or Service integrated with the Services as well as any dispute or claim relating to or arising under this Agreement (including under Our Privacy Policy, Our DPA, and any other applicable supplemental terms), shall be resolved by binding, individual arbitration rather than in Court. Any such dispute shall be referred to arbitration at the Lagos Multi-door Courthouse (“LMDC”) and governed by the Arbitration and Mediation Act, 2023.

The arbitration shall be conducted by a single arbitrator who shall have demonstrable experience in data protection law for a minimum of ten (10) years. Where both Parties are unable to agree on the choice of such an arbitrator within seven (7) days of the end of the one-month negotiation period, either Party may refer the appointment to the LMDC, which shall appoint a qualified arbitrator within fourteen (14) days. Such an arbitrator must meet the substantive qualification requirements specified in this Clause. The arbitrator shall be required to convene a preliminary meeting within seven (7) days of appointment, and the arbitration proceedings shall be concluded within ninety (90) days of such appointment, unless extended by mutual agreement in writing or by the arbitrator for just cause.

The findings of the arbitrator and any resulting award shall be final and binding on both Parties. Each Party shall bear its own costs in connection with the arbitration. The venue for the arbitration shall be in Lagos, Nigeria. The terms in this section are referred to as the “Arbitration Agreement”. This Arbitration Agreement applies to all such claims, brought under any legal theory, unless the claim relates to a dispute that, by law, cannot be subject to arbitration or where arbitration is expressly prohibited by applicable law.

This Arbitration Agreement is intended to be broadly interpreted and will survive termination of this Agreement, which means (among other things) that this Arbitration Agreement applies even after You have stopped using the Tool or Services. The arbitrator shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. If the parties have a dispute about whether this Arbitration Agreement can be enforced, whether this Arbitration Agreement applies to a dispute, or any other dispute about the meaning or scope of this Arbitration Agreement, the parties agree that the arbitrator shall have exclusive authority to resolve the dispute.

Our Complaint Handling Procedures

Meeting and exceeding Our Users' expectations is the most important part of Our business. However, there may be occasions when something goes wrong and leaves You dissatisfied. If this happens, please let Us know, and We'll do everything We can to resolve the problem with You. Our aim is to always resolve such matters as soon as We can and to Your satisfaction. If something has gone wrong and You would like to make a formal complaint, please get in touch and let Us know by providing as much detail about the issue as You can. This can be done by either sending us an email at: privacy@dataprotectionaudit.ng or in writing to us at: 13a, Sola Oguntade Close, Lekki Phase 1, Lagos. Once We have received Your complaint, We will begin Our investigation into what has happened. We will always aim to resolve the issue as soon as possible. Once Our investigation into the issue is complete, We will send You Our final response to Your complaint.