Terms of Service – TLP Advisory

1. Definitions

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 TLP from time to time, 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 TLP. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. TLP 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 TLP’s Services

1. TLP Advisory is an international legal practice providing services to clients in various jurisdictions through separate and distinct legal entities, operating under the collective brand name, TLP Advisory.
2. The scope of any engagement with us will be set out in a specific Engagement Letter, defining the services and deliverables associated with your specific engagement, entered into by TLP and you, which is incorporated by reference into these Terms.
3. The authorisation and liability to act on your behalf shall come into force upon the execution of our Engagement Letter. Our Engagement Letter is deemed executed if it has been signed by both you and TLP.

4. Representations & Warranties

Representations and warranties are statements and promises made by you to TLP, 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 TLP’s Services;

1. you are over the age of 18 years;
2. you are of sound mind and have the capacity to enter into a legally binding contract;
3. all personal information that you provide about yourself is accurate and true to the best of your knowledge;
4. you have carefully considered the risks involved with using our Services;
5. if you are accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised 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 authorisation);
6. you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
7. 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 TLP and you, you acknowledge and agree to cooperate with TLP in the performance its obligations under the Engagement Letter, including, without limitation, providing TLP with timely access to any required data and information. You will be responsible for the accuracy and completeness of all data and information provided. TLP will rely on the information you provide concerning your business objectives, strategies, policies, transactions, data and organisational structure. To the extent that the information provided is not complete or accurate, the results of TLP’s work may differ from that which would have resulted had such information been complete and accurate.

6. Documents and Other Information

1. TLP shall, during the performance of its obligations, maintain all documents, related to the engagement, that are received from the Client or third parties.
2. TLP is entitled not to maintain documents in paper form if there is an electronic copy thereof (except for original documents). TLP shall not maintain any printouts of electronic correspondence and electronic documents publicly available on the Internet.
3. TLP is entitled to withhold the documents prepared for the Client until the fees for the legal service and the costs related to the provision of service have been paid or reimbursed.
4. After the termination of the Engagement Letter, the Client is obligated to collect from TLP, the documents received for performance the Services.

7. Fees

1. The applicable professional fees for our Services shall be indicated in the Engagement Letter that may be executed by you and TLP.
2. TLP shall keep account of the time spent on the performance of the Client’s work.
3. The Client shall reimburse TLP for justified and necessary expenses relating to the performance of the Client’s work. The expenses that may be incurred include e.g. statutory costs, third-party expert fees, reasonable necessary travel expenses (plane tickets, hotel accommodation, etc.), necessary courier and communication costs, cost of printing or making numerous copies of documents, etc. At the request of the Client, TLP shall add the relevant expense receipts (invoices, receipts, boarding passes, etc.) to the invoice for the legal services.
4. Unless otherwise agreed by the parties, all invoices sent by TLP are to be settled within 7(seven) days.

8. Professional Standards

TLP warrants that it shall provide its Services in good faith, with due professional care and in compliance with all applicable laws. TLP may provide you with observations, advice, and recommendations while providing you with its Services, however, all decisions in connection with the implementation of any advice or recommendation provided by TLP shall be your responsibility. TLP supports the fight and stand 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.

9. Electronic Communications

By accessing and/or using our Services, you consent to receiving 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.

10. Intellectual Property

1. The Service and its original content, features and functionality are and will remain the exclusive property of TLP. Our trademarks may not be used in connection with any product or service without our prior written consent.
2. TLP 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 TLP itself makes available on or through the Platform, including TLP’s proprietary content and any content licensed or authorized for use by or through TLP from a third party ("TLP’s Content" and together with User Content, "Collective Content").
3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit TLP’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 TLP or its licensors, except for the licenses and rights expressly granted in these Terms.
4. Subject to your compliance with these Terms, TLP grants you a limited, non-exclusive, non-sub licensable, 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.
5. 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.

11. Prohibited Activities

1. 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 TLP.
2. Users shall not utilize the Site or the Services for any illegal purpose.
3. 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:
   1. breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
   2. 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 TLP;
   3. use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
   4. use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, TLP’s name, any trademark, logo or other proprietary information belonging to TLP, or the layout and design of any page or form contained on a page in the Platform, without TLP’s express written consent;
   5. dilute, tarnish or otherwise harm TLP’s brand in any way, including through unauthorized use of Collective Content, registering and/or using TLP’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 TLP’s domains, trademarks, taglines, promotional campaigns or Collective Content;
   6. 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;
   7. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by TLP or any of TLP’s providers or any other third party to protect the Platform;
   8. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
   9. take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
   10. violate or infringe anyone else’s rights or otherwise cause harm to anyone.
4. You acknowledge that TLP 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 TLP in good faith, and to provide TLP with such information and take such actions as may be reasonably requested by TLP with respect to any investigation undertaken by TLP or a representative of TLP regarding the use or abuse of the Platform.

12. Links to Other Web Sites

1. The Platform may contain links to third-party websites or services that are not owned or controlled by TLP.
2. TLP 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 TLP 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 web sites or services that you visit.

13. Indemnity

You agree to indemnify and hold harmless TLP, 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:

1. your fraudulent or illegal use of the Services or the Platform;
2. your negligence or any default by you of any of these Terms;
3. any inaccurate or incomplete information that you have knowingly provided to us;
4. any service that you have offered, whether with or without our permission, to another third party using the content on our Platform;
5. any claim made against you for actual or alleged infringement of TLP’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.

14. Limitation of Liability

In no event shall TLP, its 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:

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

15. Governing Law and Dispute Resolution (Nigerian Clients)

1. 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.
2. 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.
3. Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between TLP 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.
4. 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.
5. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

16. Governing Law and Dispute Resolution (American Clients)

1. These Terms shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Your use of the Service may also be subject to other local, state, national or international laws.
2. 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.
3. Any disputes arising under or in connection with the validity, interpretation and performance of these Terms between TLP and any third parties shall initially be resolved amicably by the parties through negotiation within 30 (thirty) days.
4. Where the parties are unable to resolve the dispute amicably, the parties agree that any legal action or proceeding relating to this Agreement may be instituted in a state or federal court in Delaware, and agree to submit to the jurisdiction of the court and agree that venue is proper in, these courts in any such action or proceeding.

17. Governing Law and Dispute Resolution (United Kingdom Clients)

1. These Terms shall be governed and construed in accordance with the laws of England and Wales and that the parties submit to the non-exclusive jurisdiction of the English courts.
2. Any disputes arising under or in connection with the validity, interpretation and performance of these Terms that cannot be resolved amicably by the Parties shall be determined by the English courts.
3. Each party shall bear its cost in connection with the dispute resolution.

18. Governing Law and Dispute Resolution (Canadian Clients)

1. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada.
2. Any disputes arising under or in connection with the validity, interpretation and performance of these Terms that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by the courts of the Province of Ontario and all courts in Canada competent to resolve the dispute.
3. Each party shall bear its cost in connection with the dispute resolution.

19. Force Majeure

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

20. 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 info@tlpadvisory.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.

21. Changes to Terms of Service

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

22. Contact Us

If you have any questions about these Terms, please contact us at info@tlpadvisory.com This document was last updated in October 2021.