Terms of Service

01 Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances.
• "Deliverables" means the reports, documents, code, designs, recommendations, or other work product specifically identified in an applicable Engagement Document as being delivered to Client.
• "Engagement Document" means a written engagement letter, statement of work, master services agreement, or similar instrument executed by both parties describing specific Services to be performed.
• "Pre-Existing IP" means all intellectual property owned, licensed, or developed by Baxter & Third independent of any engagement with Client, including methodologies, frameworks, tools, templates, software, models, know-how, and trade secrets.
• "Services" means the consulting, advisory, technical, implementation, and related professional services provided by Baxter & Third.

02 Acceptance & Eligibility

By using the Site or engaging our Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity to enter into binding contracts; (c) you are not barred from receiving the Services under the laws of any applicable jurisdiction; and (d) all information you provide is accurate and complete. We reserve the right to refuse Service to any person or entity for any reason, in our sole discretion, to the extent permitted by applicable law.

03 Services & Engagement Scope

3.1 Engagement Documents Govern

The specific scope, deliverables, timelines, fees, and other commercial terms of any engagement shall be set forth in an Engagement Document. These Terms are incorporated by reference into each Engagement Document and govern the relationship between the parties unless expressly modified in writing. In the event of a conflict between these Terms and an Engagement Document, the Engagement Document shall control with respect to the specific engagement, except that Sections 09 (Limitation of Liability), 10 (Indemnification), and 14 (Governing Law) of these Terms shall control unless expressly waived in writing by an authorized officer of Baxter & Third.

3.2 Changes to Scope

Any change to the scope of Services, deliverables, schedule, or fees must be agreed in writing by both parties through a written change order or amendment. Baxter & Third has no obligation to perform out-of-scope work unless and until such written agreement is in place.

3.3 No Guarantee of Outcomes

The Services involve professional judgment, analysis, and recommendations based on information available at the time of delivery. While we apply industry-standard care and skill, Baxter & Third does not guarantee any specific business, financial, technical, or operational outcome. Client acknowledges that the success of any engagement depends on factors outside our control, including Client's implementation, internal capabilities, market conditions, and third-party performance.

04 Client Responsibilities

To enable us to perform the Services effectively, Client agrees to:

• Provide timely access to personnel, systems, data, documentation, and facilities reasonably required by Baxter & Third.
• Designate a primary point of contact with sufficient authority to make timely decisions regarding the engagement.
• Provide accurate, complete, and current information; Baxter & Third is entitled to rely on the accuracy of information provided by Client without independent verification.
• Make decisions and provide approvals within timeframes reasonably requested by Baxter & Third.
• Comply with all applicable laws, regulations, and third-party agreements relevant to the engagement.
• Maintain adequate backups of all Client data and systems prior to and during engagement activities.
• Obtain all consents, licenses, and authorizations necessary for Baxter & Third to perform the Services.

Delays, errors, or additional costs resulting from Client's failure to fulfill these responsibilities are the sole responsibility of Client, and applicable schedules and fees shall be equitably adjusted.

05 Fees & Payment

5.1 Fees

Client agrees to pay all fees, expenses, and other charges set forth in the applicable Engagement Document. Unless otherwise specified, all fees are stated in Nigerian Naira and are exclusive of VAT, withholding tax, and similar charges, which are the responsibility of Client.

5.2 Invoicing & Payment Terms

Invoices are payable within thirty (30) days of the invoice date unless otherwise stated in the Engagement Document. Payments must be made by wire transfer or other method specified by Baxter & Third. Fees are non-refundable except as expressly provided in the Engagement Document or required by applicable law.

5.3 Late Payment

Any amount not paid when due shall accrue interest at the lesser of (a) one and one-half percent (1.5%) per month and (b) the maximum rate permitted by applicable law, calculated daily and compounded monthly. Client shall reimburse Baxter & Third for all reasonable costs of collection, including attorneys' fees. Baxter & Third reserves the right to suspend Services upon any material payment default and to terminate the engagement if such default continues for more than fifteen (15) days after written notice.

5.4 Expenses

Reasonable, pre-approved out-of-pocket expenses (including travel, lodging, and third-party costs) incurred in connection with the Services shall be reimbursed by Client at cost.

5.5 Disputed Invoices

Client must notify Baxter & Third in writing of any disputed invoice within fifteen (15) days of receipt; otherwise, the invoice shall be deemed accepted. Undisputed portions of any invoice must be paid when due.

06 Intellectual Property

6.1 Pre-Existing IP

Baxter & Third retains all right, title, and interest in and to its Pre-Existing IP. Nothing in these Terms or any Engagement Document transfers ownership of Pre-Existing IP to Client.

6.2 Deliverables

Subject to Client's full payment of all fees and expenses due under the applicable Engagement Document and the terms of this Section 6, Baxter & Third assigns to Client all of its right, title, and interest in and to the Deliverables, excluding any Pre-Existing IP incorporated therein.

6.3 License to Pre-Existing IP

To the extent any Pre-Existing IP is incorporated into a Deliverable, Baxter & Third grants Client a perpetual, worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable license to use such Pre-Existing IP solely as part of the Deliverable for Client's internal business purposes. Client shall not separate, isolate, reverse engineer, or commercialize such Pre-Existing IP independently of the Deliverable.

6.4 Residual Knowledge & Improvements

Baxter & Third is free to use any general knowledge, skills, techniques, methodologies, ideas, concepts, and know-how (including any improvements, generalizations, or extensions thereof) acquired or developed during the course of an engagement, provided that doing so does not breach our confidentiality obligations under Section 7. Such residual knowledge may be used to provide services to other clients, including direct or indirect competitors of Client.

6.5 Aggregated & Anonymized Data

Baxter & Third may collect, use, and retain data derived from the performance of Services in aggregated and anonymized form, and may use such data for any lawful business purpose, including to improve our Services, develop new offerings, and conduct analytics, provided that such data does not identify Client or any individual.

6.6 Open Source & Third-Party Components

Deliverables may incorporate open-source or third-party components subject to their own license terms. A list of such components and their licenses will be provided upon request. Client is responsible for compliance with such license terms in its use of the Deliverables.

07 Confidentiality

7.1 Mutual Obligation

Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of like importance, but in no event less than a reasonable degree of care, and shall use such Confidential Information solely for purposes of performing its obligations under these Terms or the applicable Engagement Document.

7.2 Exclusions

Confidential Information does not include information that:

• is or becomes publicly available through no breach of these Terms;
• was known to the receiving party prior to disclosure;
• is rightfully received from a third party without obligation of confidentiality;
• is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or
• is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party gives prompt notice (where legally permitted) so the disclosing party may seek a protective order.

7.3 Term

The obligations in this Section 7 survive termination or expiration of the engagement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they retain trade secret status under applicable law.

08 Warranties & Disclaimers

8.1 Limited Warranty

Baxter & Third warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's sole and exclusive remedy for breach of this warranty is, at Baxter & Third's option, the re-performance of the deficient Services or, where re-performance is not commercially reasonable, a refund of the fees paid for the deficient portion of the Services. Any warranty claim must be made in writing within thirty (30) days of the alleged breach.

8.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, THE SITE, SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. BAXTER & THIRD EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE. BAXTER & THIRD DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

8.3 Third-Party Products

Baxter & Third makes no warranty regarding any third-party products, services, or platforms that may be referenced, recommended, or used in connection with the Services. Such third-party offerings are subject to the terms and warranties of their respective providers.

09 Limitation of Liability

9.1 Cap on Direct Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF BAXTER & THIRD ARISING OUT OF OR RELATING TO THESE TERMS, ANY ENGAGEMENT DOCUMENT, OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO BAXTER & THIRD UNDER THE APPLICABLE ENGAGEMENT DOCUMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 Exclusion of Indirect Damages

IN NO EVENT SHALL BAXTER & THIRD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR COSTS OF SUBSTITUTE SERVICES, even if Baxter & Third has been advised of the possibility of such damages. The foregoing exclusions and limitations apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory, and shall apply notwithstanding the failure of any limited remedy of its essential purpose.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to: (a) Client's obligation to pay fees and expenses; (b) either party's indemnification obligations under Section 10; (c) breach of confidentiality obligations under Section 7; (d) infringement of the other party's intellectual property rights; or (e) liability that cannot be limited by applicable law (such as gross negligence, willful misconduct, or fraud).

9.4 Allocation of Risk

Client acknowledges that the fees charged by Baxter & Third reflect the allocation of risk set forth in these Terms, and that the limitations and exclusions in this Section 9 are an essential basis of the bargain between the parties. Without these limitations, the fees would be materially higher.

10 Indemnification

10.1 By Client

Client shall defend, indemnify, and hold harmless Baxter & Third, its Affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of these Terms or any Engagement Document; (b) Client's use of the Deliverables in a manner not authorized by these Terms or the applicable Engagement Document; (c) Client's negligence, willful misconduct, or violation of law; (d) any data, materials, or instructions provided by Client; (e) any claim that information, materials, or technology provided by Client infringes the intellectual property or other rights of any third party; and (f) Client's failure to obtain necessary consents, licenses, or authorizations.

10.2 By Baxter & Third

Subject to the limitations in Section 9, Baxter & Third shall defend Client against any third-party claim that the Deliverables, as delivered by Baxter & Third and used by Client in accordance with these Terms, directly infringe a valid patent, copyright, or trade secret of a third party in the Federal Republic of Nigeria, and shall pay any damages finally awarded against Client by a court of competent jurisdiction in connection with such claim. This is Baxter & Third's sole obligation and Client's sole remedy with respect to claims of infringement.

10.3 Exclusions to B&T's Indemnity

Baxter & Third has no obligation under Section 10.2 to the extent a claim arises out of or relates to:

• modifications to Deliverables not made by Baxter & Third;
• combination of Deliverables with products, services, or technology not provided by Baxter & Third;
• use of Deliverables outside the scope authorized by the Engagement Document;
• materials, specifications, designs, or instructions provided by Client;
• open-source or third-party components incorporated into the Deliverables; or
• continued use of Deliverables after Baxter & Third has provided a non-infringing alternative.

10.4 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement imposing a non-monetary obligation on the indemnified party shall be made without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

11 Term & Termination

11.1 Term

These Terms apply from your first use of the Site or first execution of an Engagement Document and continue until terminated as set forth herein. Each engagement continues for the term specified in the applicable Engagement Document.

11.2 Termination for Convenience

Either party may terminate an engagement for convenience upon thirty (30) days' written notice, unless otherwise specified in the Engagement Document. Upon termination for convenience, Client shall pay Baxter & Third all fees and expenses for Services performed and deliverables in progress through the effective date of termination, plus any non-cancellable third-party costs and reasonable wind-down expenses.

11.3 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the Engagement Document and fails to cure such breach within thirty (30) days after written notice (or fifteen (15) days for non-payment); (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) ceases to operate in the ordinary course of business.

11.4 Effect of Termination

Upon termination: (a) Client shall pay all undisputed fees and expenses owed; (b) each party shall return or destroy the other's Confidential Information at the disclosing party's request; and (c) the provisions that by their nature should survive termination (including Sections 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15) shall survive.

11.5 Suspension

Without limiting any other right or remedy, Baxter & Third may suspend performance of the Services upon any material breach by Client, including non-payment, until the breach is cured.

12 Non-Solicitation of Personnel

During the term of any engagement and for a period of twelve (12) months following its termination, Client shall not, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee, contractor, or consultant of Baxter & Third who is or was involved in the engagement, without the prior written consent of Baxter & Third. This restriction does not apply to: (a) general public solicitations not specifically targeted at Baxter & Third personnel; or (b) personnel who respond to such general solicitations without any direct or indirect inducement from Client. In the event of a breach of this Section, Client shall pay Baxter & Third, as liquidated damages and not as a penalty, an amount equal to one hundred percent (100%) of the annualized total compensation of the solicited or hired person, the parties agreeing that actual damages would be difficult to calculate.

13 Independent Contractor

Baxter & Third is an independent contractor in performing the Services. Nothing in these Terms or any Engagement Document creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf except as expressly authorized in writing. Each party is responsible for the compensation, benefits, and taxes of its own personnel.

14 Subcontractors

Baxter & Third may engage subcontractors to perform any part of the Services without obtaining Client's prior consent. Baxter & Third shall remain responsible for the performance of its subcontractors as if such performance were its own and shall ensure that subcontractors are bound by confidentiality obligations no less protective than those in these Terms.

15 Publicity & References

With Client's prior written consent (which shall not be unreasonably withheld), Baxter & Third may identify Client as a customer in marketing materials, on the Site, and in case studies, and may use Client's name and logo in connection with such references. Baxter & Third may also describe the general nature of services performed without identifying Client. Specific Confidential Information shall not be disclosed in any marketing materials without Client's express written consent.

16 Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, epidemic, governmental action, labor disputes, internet or telecommunications failures, or failure of third-party providers (each, a "Force Majeure Event"). The affected party shall give prompt notice and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected engagement on written notice.

17 Export Control & Sanctions

Client represents and warrants that it (a) is not located in, organized under the laws of, or a national of any country subject to comprehensive U.S. or other applicable sanctions; (b) is not on any U.S. government list of restricted parties or any equivalent list maintained by another jurisdiction; and (c) will not export, re-export, or transfer any Deliverables in violation of applicable export control or sanctions laws. Baxter & Third may decline or terminate any engagement that would violate applicable export control or sanctions laws.

18 Data Protection

To the extent Baxter & Third processes personal data on behalf of Client, the parties shall execute a separate data processing agreement setting forth the parties' respective obligations under applicable data protection laws (including the Nigeria Data Protection Act 2023 and, where applicable, the GDPR, UK GDPR, and CCPA). Our general privacy practices are set forth in our Privacy Policy.

19 Site Acceptable Use

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to:

• use the Site in any way that violates any applicable law or regulation;
• attempt to gain unauthorized access to any part of the Site, our systems, or any other user's account;
• introduce viruses, malware, trojan horses, or any other malicious or harmful material;
• use the Site to transmit unsolicited or unauthorized advertising or promotional material;
• scrape, harvest, or otherwise collect data from the Site through automated means without our prior written consent;
• reverse engineer, decompile, or disassemble any portion of the Site;
• copy, modify, distribute, or create derivative works based on the Site or its content without authorization; or
• use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site.

20 Governing Law & Dispute Resolution

20.1 Governing Law

These Terms and any dispute arising out of or relating to them or any Engagement Document shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute through senior-level discussions for a period of at least thirty (30) days following written notice of the dispute.

20.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, any Engagement Document, or the Services that is not resolved through informal discussion shall be finally settled by binding arbitration conducted in accordance with the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria. The arbitration shall be seated in Abuja, Federal Capital Territory, Nigeria, conducted in the English language by a single arbitrator appointed by mutual agreement of the parties or, failing such agreement within thirty (30) days, by the Chartered Institute of Arbitrators (Nigeria Branch). The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

20.4 Equitable Relief

Notwithstanding Section 20.3, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or enjoin a breach of confidentiality, intellectual property rights, or non-solicitation obligations.

20.5 Class Action Waiver

EACH PARTY AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. If this class-action waiver is found unenforceable, the entire arbitration provision shall be null and void.

20.6 Limitation Period

Any claim arising out of or relating to these Terms or any Engagement Document must be brought within one (1) year after the claim arose, otherwise the claim is permanently barred.

21 General Provisions

21.1 Entire Agreement

These Terms, together with any executed Engagement Document and our Privacy Policy, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior or contemporaneous understandings, agreements, representations, or warranties. No terms in any Client purchase order or other Client document shall apply, even if Baxter & Third does not specifically object to such terms.

21.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be posted on the Site and, where required, communicated by email. Continued use of the Site or Services following the posting of changes constitutes acceptance. Engagement-specific terms may only be modified by a written amendment signed by both parties.

21.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

21.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure to enforce any right or provision shall not constitute a waiver.

21.5 Assignment

Client may not assign or transfer these Terms or any Engagement Document, in whole or in part, without Baxter & Third's prior written consent. Any attempted assignment in violation of this provision is void. Baxter & Third may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

21.6 Notices

All notices must be in writing and delivered by certified mail, courier with confirmation of delivery, or email with confirmation of receipt to the addresses specified in the Engagement Document or, if none, to the last known address of the recipient.

21.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and confer no rights on any third party.

21.8 Headings

Section headings are for convenience only and shall not affect interpretation.

21.9 Counterparts & Electronic Signatures

Engagement Documents may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

22 Contact

Questions, notices, or concerns regarding these Terms should be directed to: