These terms and conditions of services (these “Terms”) are the only terms which govern the services of the MAUL WORKS LTD, made available by MAUL WORKS LTD (“Company”) to you (“Client”) through Company’s web portal and as more fully described in a work order (“Work Order”).
Times and dates quoted for delivery of goods or materials or completion of any Work Order are to be treated as an approximate estimate based on current trading conditions and the company shall not be held responsible for delays outside its control. Company will endeavor to keep to this time frame however If goods are delayed for any reason beyond the company’s control, the company shall not be held liable for losses resulting henceforth.
B. With respect to the Services, Client shall
(i) cooperate with Company in all matters relating to the Services and provide such access to Client’s premises and other facilities as may reasonably be requested by Company, for the purposes of performing the Services;
(ii) respond promptly to any Company request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Company to perform Services in accordance with the requirements of these Terms;
(iii) provide such materials or information as Company may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects;
(iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
Company shall draw up an invoice for the services to be rendered to the potential client. Upon an acknowledgement of 70% received by the company shall work begin on the premises. No refunds after payment. Invoice shall include all taxable income on the services to be rendered.
A. Company represents and warrants to Client that it shall perform the Services using Company’s personnel of required skill, experience and qualifications or a 3rd party personnel who must fulfill such requirements and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote reasonably appropriate resources to meet its obligations under this Agreement.
B. Company shall not be liable for a breach of the warranty set forth in Section 4(A) unless Client gives written notice of the defective Services, sufficiently described, to Company within thirty (30) days of the completion of the Services.
C. The Client shall warrant that all designs and sketches provided by the Company for any Work Order will be regarded as highly confidential and as such, the copyright in them shall remain the property of the Company.
D. Subject to Section 4(B), Company shall, in its sole discretion, either:
(i) repair or re-perform such Services (or the defective part);
(ii) credit or refund the price of such Services at the pro rata contract rate.
E. The remedies set forth in Section 4(d) shall be the Client’s sole and exclusive remedy and Client’s entire liability for any breach of the limited warranty set forth in Section 4(a).
F. Except for the warranty set forth in Section 4 above, Company makes no warranty whatsoever with respect to the services, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; or (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.
Company will be responsible for providing all necessary tools, equipment, and labor required for the Services. Client will be responsible for providing access, authorization, and entry to the property necessary for performing the Services. If Company’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, Company shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges or losses sustained or incurred by Company, in each case, to the extent arising directly or indirectly from such prevention or delay.
Special custom-made items cannot be cancelled once manufacturing has commenced. Payment for such shall be only done in full. Furthermore, upon delivery of goods to the address of the Client on the instructions of the client and when no representative is available to confirm the goods, a call to inform such client of such deliveries will transfer the risk of the goods to the client. When a representative is present, such goods must be confirmed and inspected by the representative. Goods may not be rejected for any reason other than that they are defective.
Client will be responsible for providing monies to the Company if additional funds are required for the Work Order. Client shall be deemed to have waived any claim for adjustment unless asserted in writing within 10 days from the date of modification.
The failure of Client to perform any provision of these Terms required to be performed by Client including, but not limited to, non-payment and not allowing access, authorization, and entry to property, shall be a breach of these Terms which will result to termination at the option of the Company. Any termination or rejection in whole or part by Client shall be fully bore by Client and any debts in terms of materials bought for the Work Order or professional fees still been owned by Client must be paid to the Company. If Client fails to provide the monies as invoiced on an ongoing Work Order within three (3) days of receipt, the Company shall reserve the rights to suspend all activities on the Work Order. Upon rejection or termination, Company shall have no obligations hereunder and Client shall not be entitled to any refund and will remain responsible for payment of all agreed upon.
Each of the rights and remedies reserved by Company in these Terms shall be cumulative and additional to any other or further remedies in law or equity.
Client shall not (a) assign these Terms, any interest herein or any rights hereunder nor (b) subcontract any obligation to be performed hereunder without the prior written consent of Company.
All non-public, confidential or proprietary information of Company, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Company to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by Company in writing. Upon Company’s request, Client shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section. As Company require a record of work in progress, Client shall permit Company to document the work in progress and when completed, by photography or other means. Company shall be entitled to use photographs for Company’s business purposes including portfolio, brochure and similar publicity purposes. Client’s name may be used in connection with the documentation unless specified to the contrary in writing. If the Client documents the project, the Company shall be given credit as the provider of the Service if documentation is released to the public. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure; (c) rightfully obtained by Client on a non-confidential basis from a third party; or (d) developed independently by Client without any reference to the confidential information.
Client shall indemnify, defend and hold harmless Company and its employees, affiliates, contractors, and subcontractors against any loss arising out of, connected with or resulting from the services, including, but not limited to, all claims, actions, proceedings, costs, expenses, damages, liabilities, penalties, fines, actual attorneys’ fees, consequential and incidental damages, and loss, damage, liability or claims whether arising out of breach of contract or tort (including negligence, resulting in injury or death to persons or damage to property).
A. In no event shall Company be liable to Client or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not Company has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
B. In no event shall Company’s aggregate liability arising out of or related to these terms, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to Company as professional fees.
Any attempt by Client to vary the Terms shall be deemed a material alteration. Such alteration shall not be binding unless the new provisions are accepted in writing by Company.
No covenant or condition of these Terms can be waived except by the written consent of Company. Forbearance or indulgence by Company in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Client to which the same may apply.
Any notice to be given hereunder shall be given in writing and shall be effective when deposited through physical or electronic means and acknowledged.
Company shall not be liable for delays due to causes beyond its control and without its fault or negligence, including but not limited to acts of God, the public enemy, the government, strikes or other labor disputes, fires, floods, freight embargoes or unusually severe weather. No such event shall affect Client’s performance under these Terms.
In addition to any remedies that may be provided under these Terms, Company may terminate these Terms with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under these Terms; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Company shall provide the Services pursuant to these Terms as an independent contractor and not as an agent, servant or employee of Client.
This Contract and all matters or issues collateral thereto shall be governed by the laws of the Federal Republic of Nigeria with Lagos State as the jurisdiction. In the event of any dispute between the parties arising out of this Contract, the parties and/or their representative shall meet to try to resolve the dispute through MEDIATION. Such meeting shall take place within 7 (seven) days of one of the Parties formally declaring a dispute and calling for resolution thereof. Any such meeting shall take place either in person or by telephone and with or without their legal advisors. Should the Parties be unable to resolve the dispute between them in the manner aforesaid, then either Party shall resort first to ARBITRATION which shall be governed under the Lagos State Multi Door Court House. Litigation shall be the last option.
The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
These Terms, along with the terms stated in the Work Order, constitute the entire agreement between Company and Client with respect to the Services and supersedes all prior agreements, communications and understandings of any nature whatsoever with regards to the purchase of the Goods and Services, whether oral, written or otherwise.
Call to schedule a service, or find out more information