Terms of Service — Patrick Enwerem Limited (PEL)

1. Agreement

These Terms of Service ("Terms") govern your access to and use of the websites, products, and professional services (collectively, the "Services") provided by PELPortal Inc., a product of Patrick Enwerem Limited (RC 9180331) ("PEL", "we", "us"). By accessing the Services or executing a Statement of Work ("SOW") with us, you ("Client") agree to these Terms.

2. B2B Scope

The Services are intended exclusively for business customers. By accepting these Terms, you represent that you are entering into this agreement on behalf of a legal entity and have the authority to bind that entity.

3. Engagements & Deliverables

Specific scope, timelines, fees, and acceptance criteria for each engagement are described in the applicable SOW or order form. These Terms apply in addition to, and are incorporated by reference into, every SOW.

4. Fees & Payment

Fees are invoiced as set out in the SOW. Invoices are payable within thirty (30) days of issue in the currency stated. Overdue amounts may accrue interest at 1.5% per month or the maximum allowed by law.

5. Intellectual Property

Client retains ownership of Client Data and Client Materials. Upon full payment, PEL assigns to Client the deliverables expressly identified as work product in the SOW. PEL retains all rights in its pre-existing tools, frameworks, models, and methodologies.

6. Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own, and not less than a reasonable degree of care. Confidentiality obligations survive termination for three (3) years.

7. Warranties & Disclaimer

PEL warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, or consequential damages. Each party's aggregate liability under an SOW shall not exceed the fees paid under that SOW in the twelve (12) months preceding the claim.

9. Termination

Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice. Client shall pay for all Services rendered through the effective date of termination.

10. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria. Disputes shall be resolved in the courts sitting in Lagos, Nigeria, unless the parties agree to arbitration in the applicable SOW.

11. Contact

Questions about these Terms may be directed to info@penwerem.com.