Please read these Terms of Service (“Terms”), which set forth the legally binding terms and conditions between you and RiskTech & Advisory Limited (“RiskTech or the Company”). It governs your access to and the use of RiskTech’s website and all services (the “Service”) offered by RiskTech & Advisory Limited.

Our collection and use of personal information in connection with your access to and use of the Service is described in our Privacy Policy. Your access to the use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service and all applicable laws, and all conditions or policies referenced here.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

1. Definitions

In these Terms of Service,

“Client” or “you” or “your” means jointly and severally each person who uses the Services and executes an Engagement Letter with RiskTech.

“Engagement Letter” means the agreement entered by RiskTech and the Client which details the scope of services to be provided by RiskTech.

“Platform” refers collectively to RiskTech’s website and other related applications.

“Services” refers to the consultancy, governance, assurance, regulatory compliance, enterprise risk management, financial risk management, information security, and corporate training services provided by RiskTech.

“Site” refers to the website for the services provided by RiskTech which can be found at risktechadvisory.com.

“Terms” refers to these standard terms of service.

2. Acceptance of Terms

The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies, and procedures that may be published on the Site by RiskTech, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the site that are referenced herein. These terms apply to every user of the Service. In addition, some Services offered through the Site may be subject to additional terms and conditions adopted by RiskTech. Your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

RiskTech reserves the right, at its sole discretion, to modify or replace these Terms from time to time by posting the updated terms on the Site. It is your responsibility to check the Terms periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Site and the Service. Your continued use of the Service following the posting of any changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

3. Scope of RiskTech’s Services

RiskTech is a company that provides consultancy services, training, delivery of technology-enabled governance, risk management, assurance and operational processes, and other advisory services.

Our Services will be provided under a specific Engagement Letter, defining the scope of services and deliverables associated with your specific engagement, entered by RiskTech and you, which is incorporated by reference into these Terms.

4. Users’ Representations & Warranties

Representations and warranties are statements and promises made by you to RiskTech, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use RiskTech’s Services;

• you are over the age of 18 years;
• you are of sound mind and have the capacity to enter into a legally binding contract;
• all personal information that you provide about yourself is accurate and true to the best of your knowledge;
• you have carefully considered the risks involved with using our Services;
• if you are accepting these Terms on behalf of a legal entity such as a company, trust, or partnership, you are legally authorized to do so, and we may request evidence of such legal authority (by way of a copy of any document which shows the valid and subsisting authorization);
• you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting, and other advice; and
• you are not breaching any laws or regulations that are applicable to you or any company, trust, or partnership upon whose instructions you are acting.

5. Client Responsibilities

In connection with the Engagement Letter that will be entered into by RiskTech and you, you acknowledge and agree to cooperate with RiskTech in the performance of its obligations under the Engagement Letter, including, without limitation, providing RiskTech with reasonable facilities and timely access to data, information, and personnel.  You will be responsible for the accuracy and completeness of all data and information provided.

RiskTech will rely on the information you provide concerning your business objectives, strategies, policies, transactions, data, controls, and organizational structure.

To the extent that the information provided is not complete or accurate, the results of RiskTech’s work may differ from that which would have resulted had such information been complete and accurate.

6. Professional Standards

RiskTech warrants that it shall perform its Services in good faith, with due professional care, and in compliance with all applicable laws.  RiskTech may provide you with observations, advice, and recommendations while providing you with its Services, however, you have responsibility for, among other things, identifying and ensuring compliance with laws and regulations applicable to your business activities and for establishing and maintaining effective internal control to ensure such compliance.

All decisions in connection with the implementation of any advice or recommendation provided by RiskTech shall be your responsibility.

RiskTech supports the fight and stands firmly against all forms of bribery and corruption in order to contribute to good governance, economic development, and the improvement of social welfare wherever it does business.

7. Electronic Communications

By accessing and/or using our Services, you consent to receive electronic communications and notices from us. You agree that any notice, agreement, disclosure, or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that such communications be in writing.

8. Intellectual Property

• The Service and its original content, features, and functionality are and will remain the exclusive property of RiskTech. Our trademarks may not be used in connection with any product or service without our prior written consent.
• RiskTech may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform (“User Content”); and (ii) access and view User Content and any content that RiskTech itself makes available on or through the Platform, including RiskTech’s proprietary content and any content licensed or authorized for use by or through RiskTech from a third party (“RiskTech’s Content” and together with User Content, “Collective Content”).
• You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit RiskTech’s website or Collective Content, except to the extent that you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by RiskTech or its licensors, except for the licenses and rights expressly granted in these Terms.
• Subject to your compliance with these Terms, RiskTech grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the website and accessible to you, solely for your personal and non-commercial use.
• Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

10. Prohibited Activities

• You shall not use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Services. Violation of our rules may result in the termination and cancellation of your Engagement Letter with RiskTech.
• Users shall not utilize the Site or the Services for any illegal purpose.
• You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Site, you will not and will not assist or enable others to:
  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
  • use the Site or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies endorsement, partnership, or otherwise misleads others as to your affiliation with RiskTech;
  • use the Platform in connection with the distribution of unsolicited commercial messages (“spam”);
  • use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, RiskTech’s name, any trademark, logo or other proprietary information belonging to RiskTech, or the layout and design of any page or form contained on a page in the Platform, without RiskTech’s express written consent;
  • dilute, tarnish or otherwise harm RiskTech’s brand in any way, including through unauthorized use of Collective Content, registering and/or using RiskTech’s or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to RiskTech’s domains, trademarks, taglines, promotional campaigns or Collective Content;
  • use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by RiskTech or any of RiskTech’s providers or any other third party to protect the Platform;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.
• You acknowledge that RiskTech has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure, and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist RiskTech in good faith and to provide RiskTech with such information and take such actions as may be reasonably requested by RiskTech with respect to any investigation undertaken by RiskTech or a representative of RiskTech regarding the use or abuse of the Platform.

11. Links to Other Web Sites

• The Platform may contain links to third-party websites or services that are not owned or controlled by RiskTech.
• RiskTech has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that RiskTech shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

12. Indemnity

You agree to indemnify and hold harmless RiskTech, its affiliates and subsidiaries, its officers, directors, employees, and agents, against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

• your fraudulent or illegal use of the Services or the Platform;
• your negligence or any default by you of any of these Terms;
• any inaccurate or incomplete information that you have knowingly provided to us;
• any service that you have offered, whether with or without our permission, to another third party using the Services or Platform;
• any claim made against you for actual or alleged infringement of RiskTech’s intellectual property rights or any actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Services or your use of the Site.

13. Limitation of Liability

In no event shall RiskTech, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: 

• your use of the Site or the Services or your inability to use the Site or the Services;
• any conduct or content of any third party on the Platform;
• any legal proceedings between you and any third parties.

14. Governing Law

• These Terms shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.
• Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms & Conditions constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

15. Dispute Resolution

• Any disputes arising under or in connection with the validity, interpretation, and performance of these Terms between RiskTech and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.
• The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.
• Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

16. Force Majeure

RiskTech shall not be liable for failure to perform, or for the delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, labour disputes, or any other cause beyond its reasonable control and whether or not of a similar nature to the foregoing.

17. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to our Services. You may submit your feedback by emailing us at enquiries@risktechadvisory.com. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

18. Changes to Terms of Service

RiskTech reserves the right, in its sole discretion, to change the Terms under which risktechadvisory.com is offered. The most current version of the Terms will supersede all previous versions. RiskTech encourages you to periodically review the Terms to stay informed of our updates.

19. Contact Us

If you have any questions about these Terms, please contact us at enquiries@risktechadvisory.com.

This document was last updated in July 2021.