The terms and conditions governing your use of Xorus Analytics services and website.
Last updated: 28 March 2024 · Version 1.0
Please read carefully. By using our website, submitting a consultation request, or entering into a client agreement with Xorus Analytics Ltd, you agree to be bound by these Terms of Service. If you do not agree, please do not use our services.
These Terms of Service ("Terms") constitute a legally binding agreement between you (or the organisation you represent, "Client") and Xorus Analytics Ltd ("Xorus", "we", "us", or "our").
By accessing our website, submitting an enquiry, or signing a Statement of Work or client agreement, you confirm that you have read, understood, and agree to these Terms, together with our Privacy Policy.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
Xorus provides professional data analytics consultancy services including, but not limited to:
The specific scope, deliverables, timeline, and fees for each engagement are defined in a separately executed Statement of Work (SOW) or client agreement. In the event of a conflict between these Terms and an SOW, the SOW shall prevail.
All client engagements are defined by a written SOW agreed between Xorus and the Client. Work not included in the agreed SOW is considered out of scope and may be subject to additional fees and a revised timeline.
The Client agrees to:
Any material change to the scope, timeline, or deliverables of an engagement must be agreed in writing between both parties via a Change Order. Xorus reserves the right to adjust fees and timelines for approved change requests.
Fees are as stated in the applicable SOW. Unless otherwise agreed, invoices are issued monthly in advance for retainer engagements, or per the milestones defined for project-based engagements.
Payment is due within 14 days of the invoice date. Xorus reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until full payment is received.
All fees are exclusive of applicable taxes, levies, and duties (including VAT or withholding tax). The Client is responsible for paying all applicable taxes, except those based on Xorus's net income.
If the Client disputes any portion of an invoice, they must notify Xorus in writing within 7 days of receipt. The undisputed portion must be paid by the due date. Both parties agree to resolve disputed amounts in good faith within 30 days.
All data, business information, and materials provided by the Client remain the sole property of the Client. Xorus is granted a limited licence to use such materials solely for the purpose of delivering the agreed services.
Upon receipt of full payment, Xorus assigns to the Client all rights in the custom deliverables produced specifically for that Client (including dashboards, models, reports, and documentation) as defined in the SOW.
Xorus retains ownership of all pre-existing intellectual property, frameworks, methodologies, tools, code libraries, and know-how used in delivering the services ("Background IP"). Where Background IP is incorporated into a deliverable, Xorus grants the Client a non-exclusive, royalty-free licence to use that Background IP solely as part of the deliverable and for the Client's internal business purposes.
The Client may not reverse-engineer, resell, sublicense, or otherwise commercialise Xorus's Background IP or methodologies without prior written consent.
Each party may have access to confidential information of the other party in connection with the engagement ("Confidential Information"). Each party agrees to:
These obligations survive the termination of any engagement for a period of 5 years. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, or was independently developed without reference to the disclosing party's information.
Where Xorus processes personal data on behalf of the Client in the course of providing services, such processing is governed by a separate Data Processing Agreement (DPA), which forms part of the client agreement. The DPA sets out the subject matter, duration, nature and purpose of the processing, as well as each party's obligations under applicable data protection law.
Use of our website and submission of consultation enquiries is governed by our Privacy Policy.
Xorus warrants that:
The Client warrants that:
Xorus's analytics insights, forecasts, and models are based on the data available at the time of analysis. They are provided for informational and decision-support purposes only and do not constitute financial, legal, medical, or regulatory advice. Xorus does not warrant that any forecast or model will be accurate or that outcomes will match predictions. The Client assumes full responsibility for decisions made based on Xorus's deliverables.
To the maximum extent permitted by applicable law:
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
The Client agrees to indemnify, defend, and hold harmless Xorus and its founders, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
Either party may terminate a retainer engagement by providing 30 days' written notice. Project-based engagements may only be terminated early as specified in the relevant SOW.
Either party may terminate an engagement immediately upon written notice if the other party:
Upon termination, the Client shall pay all fees due for work performed up to the termination date. Xorus shall deliver any completed work-in-progress. Provisions regarding IP, confidentiality, limitation of liability, and payment obligations survive termination.
You may use the Xorus website for lawful purposes only. You agree not to:
The website and its content are provided "as is". Xorus makes no warranty that the website will be uninterrupted, error-free, or free of viruses or other harmful components.
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days. If the dispute cannot be resolved through negotiation, it shall be referred to mediation before either party may initiate formal legal proceedings.
Any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Nigeria, unless otherwise agreed in a specific SOW.
These Terms, together with any applicable SOW and DPA, constitute the entire agreement between the parties with respect to the subject matter herein, and supersede all prior agreements, representations, and understandings.
Xorus reserves the right to update these Terms at any time. Updated Terms will be posted on this page with a revised "Last updated" date. Continued use of our website or services after changes take effect constitutes acceptance. Material changes to active client agreements require written consent from both parties.
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Failure by either party to enforce any provision of these Terms shall not be construed as a waiver of that party's right to enforce it at a later time.
Neither party shall be liable for delays or failures in performance resulting from events beyond their reasonable control, including acts of God, government actions, internet outages, or natural disasters, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.
The Client may not assign or transfer any rights or obligations under these Terms without Xorus's prior written consent. Xorus may assign its rights and obligations upon notice in connection with a merger, acquisition, or corporate restructuring.
For any questions about these Terms, please contact:
© 2024 Xorus Analytics Ltd. These Terms of Service apply to all services provided by Xorus Analytics Ltd.