TERMS & CONDITIONS
Last updated September 24, 2025
Introduction
Welcome to Kalibre CoSec Limited ("Kalibre CoSec", "we", "us" or "our"). These Terms and Conditions (Terms) govern your access to the use of our website, digital platforms, and professional services. By visiting our website or engaging with our services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use our services.
1. Definitions
- Client refers to any individual or legal entity engaging Kalibre CoSec's services.
- Services means any professional or digital services provided by Kalibre CoSec including but not limited to corporate governance advisory, company secretarial services, compliance, investor readiness, outsourcing solutions, and investor matchmaking.
- Confidential Information means all non-public business or technical information shared during the engagement.
- Client Materials means any data, documents, intellectual property, or other materials provided by the Client for use in connection with Kalibre CoSec's Services.
2. Scope of Services
Kalibre CoSec provides advisory, compliance, secretarial, governance, investor readiness, outsourcing, and related professional Services. Service details, deliverables, timelines, and fees will be outlined in a separate engagement agreement or contract. These Terms supplement those agreements.
Kalibre CoSec does not provide legal, tax, or financial advice unless expressly stated in writing.
3. Client Obligations
Clients must provide accurate, complete, and timely information necessary for Service delivery. Failure to do so may result in delays or compromised outcomes. Clients warrant that they have authority to provide information and enter agreements.
Clients are responsible for maintaining their own internal controls and compliance beyond the scope of Kalibre CoSec Services.
4. Intellectual Property
4.1 Kalibre CoSec Intellectual Property
All intellectual property rights in materials, methodologies, reports, or technology developed by Kalibre CoSec remain our exclusive property. Clients receive a limited, non-transferable license to use deliverables solely for their internal purposes. Reproduction, distribution, or modification without express written permission is prohibited.
4.2 Client Materials
Clients retain all rights, title, and interest in their Client Materials. By providing Client Materials to Kalibre CoSec, Clients grant Kalibre CoSec a limited, non-exclusive, royalty-free license to use, reproduce, and process such Client Materials solely for the purpose of delivering the agreed Services.
5. Confidentiality
Both parties agree to keep all Confidential Information secure and not disclose it to third parties except as required by law. This obligation remains in effect indefinitely beyond the termination of Services.
6. Data Privacy and Protection
Kalibre CoSec processes personal data in compliance with applicable laws including the General Data Protection Regulation (GDPR) and the Nigeria Data Protection Regulation (NDPR). Details of data handling are described in our Privacy Policy which forms part of these Terms.
Clients consent to the processing of their data for service delivery, compliance, and communication purposes.
7. Fees and Payment Terms
Fees will be agreed upon in advance and detailed in the engagement letter. Payment terms typically require payment within 30 days of invoice unless otherwise specified. Late payments may attract interest or suspension of services. Clients are responsible for any applicable taxes.
8. Limitation of Liability
Kalibre CoSec liability for any claims related to Services shall be limited to the fees paid for the specific Service giving rise to the claim. We disclaim liability for indirect, incidental, consequential, or punitive damages including loss of profits or goodwill.
9. Indemnification
Clients agree to indemnify, defend, and hold harmless Kalibre CoSec and its affiliates from claims, damages, liabilities, and expenses arising from Client breaches of these Terms or unlawful conduct.
10. Investor Matchmaking Disclaimer
Kalibre CoSec facilitates introductions between Clients and potential investors but does not guarantee funding, investment decisions, or the outcome of any investor relationship.
All investment decisions rest solely with the investor. Clients remain responsible for conducting their own due diligence and compliance obligations.
Kalibre CoSec is not a broker, financial advisor, or fiduciary, and does not provide investment advice.
11. Service Modifications and Interruptions
Kalibre CoSec reserves the right to modify, suspend, or discontinue any part of its Services or website without prior notice. We will endeavor to minimize disruptions and notify Clients when feasible.
12. Termination and Suspension
Either party may terminate Service agreements in accordance with the terms in the engagement letter. Kalibre CoSec may suspend or terminate Services immediately for non-payment, breach of Terms, or unlawful activity. Termination does not relieve Clients of outstanding fees or confidentiality obligations.
13. Governing Law and Jurisdiction
These Terms and any disputes arising hereunder are governed by the laws of the Federal Republic of Nigeria. Both parties agree to submit to the exclusive jurisdiction of Nigerian courts unless alternative dispute resolution is agreed.
14. Dispute Resolution
Where disputes arise, parties will first seek amicable resolution through negotiation. Failing resolution, disputes may be resolved through mediation or arbitration, as outlined in the engagement agreement.
15. Third-Party Websites and Services
Kalibre CoSec website may contain links to third-party websites or services for convenience. We do not control or endorse these third parties and disclaim liability for any damages or losses resulting from their use.
16. Changes to Terms
Kalibre CoSec may update these Terms periodically to reflect changes in law, business practices, or Service offerings. Updated Terms will be posted online with the effective date. Continued use of Services constitutes acceptance.
17. Entire Agreement
These Terms and any engagement agreements constitute the entire agreement between the parties regarding the subject matter. Any prior understandings or agreements are superseded.
18. Contact Information
For questions, concerns, or to exercise your data protection rights, please contact:
Kalibre CoSec Limited
Email:info@kalibrecosec.org
www.kalibrecosec.org
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