Terms of Service

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, a product of Patrick Enwerem Limited (RC 9180331), Bodija, Ibadan, Oyo State, Nigeria ("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. These Terms do not create a consumer relationship.

3. Engagements and 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. Where a SOW conflicts with these Terms, the SOW governs for that engagement only.

The Services are professional services plus software access. Outcomes depend on the quality of Client-supplied data, the Client's implementation decisions, and third-party systems outside PEL's control. PEL does not guarantee any specific business result.

4. Fees and Payment

Fees are invoiced in USD as set out in the SOW. Invoices are payable within thirty (30) days of issue unless the SOW states otherwise. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Value Added Tax (VAT) at the prevailing statutory rate (currently 7.5% under the Value Added Tax Act) is added to every invoice, whether issued to a Nigerian or foreign payer, in accordance with the Federal Inland Revenue Service (FIRS) rules.

Withholding tax (WHT) is not deducted by PEL by default. Where a Nigerian payer is legally required to withhold, the amount actually withheld is reflected as a credit on the invoice at the time of payment. Foreign clients are not subject to Nigerian WHT obligations under these Terms.

5. Intellectual Property

Client retains full ownership of Client Data and Client Materials supplied during an engagement. Upon receipt of 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, platform components, models, and methodologies, including any improvements made during the engagement that are not specific to Client's deliverables.

6. Confidentiality

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

7. Warranties and Disclaimer

PEL warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. PEL does not warrant any specific business outcome, close rate, revenue result, or operational improvement. Services are professional services and software access; results vary based on Client's data, processes, and operating environment.

Except as expressly stated above, the Services are provided "as is" without warranty of any kind, express or implied, including implied warranties of 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, including lost profits or lost data, arising out of or related to these Terms or any SOW, even if advised of the possibility of such damages.

Each party's aggregate liability under an SOW shall not exceed the total fees paid by Client to PEL under that SOW in the twelve (12) months immediately preceding the event giving rise to the claim.

9. Termination

Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice. PEL may suspend access to the Services immediately if any invoice is more than thirty (30) days overdue. Client shall pay for all Services rendered through the effective date of termination, including work in progress.

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 Ibadan, Nigeria, unless the parties agree to arbitration in the applicable SOW.

11. Contact

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

Patrick Enwerem Limited, RC 9180331. Bodija, Ibadan, Oyo State, Nigeria.