These Terms of Service (“Terms”) govern access to and use of the website www.carolusservices.com (the “Site”) and the compliance, data protection, and data analysis advisory services (the “Services”) provided by Carolus Services Ltd., a company incorporated in the Federal Republic of Nigeria with its registered office in Abuja, Nigeria (“Carolus Services,” “we,” “us,” or “our”). By accessing the Site or engaging our Services, you (“Client” or “you”) agree to be bound by these Terms. If you do not agree, do not use the Site or Services.
Carolus Services provides compliance advisory, data protection advisory, and data analysis consultancy services, including but not limited to regulatory compliance assessments, data protection impact assessments, policy drafting, training, and data analytics support (Power BI, Tableau, SQL, Python, and Excel-based reporting).
Specific scope, timelines, deliverables, and fees for any engagement will be set out in a separate proposal, statement of work, or engagement letter, which forms part of the Agreement and takes precedence over these Terms in the event of a conflict.
Use of the Site, general content on the Site, or informal communications with Carolus Services does not create a solicitor-client, attorney-client, or advisor-client relationship. Such a relationship, and any professional privilege, arises only upon execution of a written engagement letter or statement of work specifically establishing that relationship and its scope.
Fees are as set out in the applicable engagement letter or invoice. Unless otherwise agreed, invoices are payable within fourteen (14) days of the invoice date. Late payments may attract interest at 2% per month or the maximum permitted by law, whichever is lower, and Carolus Services may suspend Services until overdue amounts are settled.
Unless otherwise agreed in writing, Carolus Services retains ownership of its pre-existing methodologies, templates, tools, and know-how used in delivering the Services. Upon full payment, the Client receives a non-exclusive, non-transferable licence to use Deliverables for its internal business purposes. Carolus Services may retain and reuse general knowledge, skills, and experience gained during an engagement, provided this does not disclose the Client’s Confidential Information.
Each party agrees to keep the other’s Confidential Information confidential and to use it only for purposes of the engagement, except where disclosure is required by law, regulation, or a competent authority (including regulators such as the Nigeria Data Protection Commission), or with the disclosing party’s prior written consent.
Where Carolus Services processes Personal Data on the Client’s behalf in the course of providing the Services, the parties will enter into a data processing agreement consistent with the NDPA and applicable subsidiary regulations. Our own handling of Personal Data collected via the Site is described in our separate Privacy Policy, which is incorporated by reference into these Terms.
Carolus Services Ltd. is registered with the Nigeria Data Protection Commission (“NDPC”) as [insert registration category, e.g., a Data Controller/Processor of Major Importance or Data Protection Compliance Organisation (DPCO)], with registration number [insert NDPC registration number], effective [insert registration date]. Where an engagement requires Carolus Services to act as a data processor or compliance auditor for the Client, our current NDPC registration and compliance filing status will be confirmed to the Client on request or set out in the engagement letter.
The Site and any general content, articles, or resources published on it are provided for general informational purposes only and do not constitute legal, regulatory, or professional advice. Carolus Services makes no warranty that the Site or Services will be uninterrupted, error-free, or fit for a particular purpose beyond what is expressly agreed in a written engagement.
To the maximum extent permitted by law, Carolus Services’ aggregate liability arising out of or relating to an engagement shall not exceed the total fees paid by the Client for the Services giving rise to the claim in the six (6) months preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data, except in cases of fraud, wilful misconduct, or gross negligence, or liability that cannot be excluded by law.
The Client agrees to indemnify and hold Carolus Services harmless from claims, losses, or liabilities arising from the Client’s breach of these Terms, provision of inaccurate information, or misuse of Deliverables.
These Terms apply for as long as you use the Site or receive Services. Either party may terminate an engagement in accordance with the notice period set out in the applicable engagement letter, or, where none is specified, upon thirty (30) days’ written notice. Carolus Services may suspend or terminate access to the Site at its discretion, including for suspected misuse.
Governing law. These Terms, and any engagement entered into under them, are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles. This applies regardless of the Client’s location, subject to any mandatory local consumer or data protection law that cannot be contracted out of.
Mediation first. The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or an engagement through negotiation between senior representatives within fourteen (14) days of written notice of the dispute. If not resolved, the parties will refer the dispute to mediation administered by a mutually agreed mediator or mediation centre in Abuja, Nigeria (or conducted virtually, where agreed), before either party commences litigation or any other formal proceeding.
Fallback. If mediation does not resolve the dispute within sixty (60) days of its commencement (or such longer period as the parties agree), either party may submit the dispute to the exclusive jurisdiction of the courts of the Federal Capital Territory, Abuja, Nigeria. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a competent court at any time.
We may update these Terms from time to time. The updated version will be posted on the Site with a revised Effective Date. Continued use of the Site or Services after changes take effect constitutes acceptance of the revised Terms.
Carolus Services Ltd.
Abuja, Nigeria
Email: support@carolusservices.com
Website: www.carolusservices.com
