1. Acceptance of Terms

1.1

These Terms and Conditions (“Terms”) apply to your access to and use of the websites, platforms and services (collectively, the “Services”) provided by I&M Limited (referred to as “I&M”, “we” or “our”). By accessing or using our services, you agree to these Terms. If you do not agree to these Terms, do not use our platform.

1.2

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

2. About I&M Limited

I&M Limited is a workforce solutions company connecting global organizations with African professionals through:

• a. Talent placement
• b. Managed teams
• c. Outsourcing and project delivery

3. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

4. User Accounts

You may need to register for an account to access some or all of our Services. If you register for an account, you would be responsible for:

• Providing accurate information and promptly update this information if it changes.
• Maintaining the security of your account and promptly notifying us if you discover or suspect that someone has accessed your account without your permission.
• Activities conducted through your account. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.

We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Accounts may be created as:

• Company accounts
• Talent accounts

Each account type has specific access and limitations tailored to meet the preferences of the respective users.

5. Platform Use

Upon creation of an account on our website or platform to use our services, you agree:

• a. Grant I&M a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you.
• b. That when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
• c. Use the platform lawfully and professionally, and not misuse information obtained through I&M website and platform. You also agree to use the website or platform reasonably and avoid the usage of our platforms for any illegal activities.
• d. To not bypass I&M to engage talents or clients directly. This will constitute a fundamental violation of this Terms.
• e. To respect confidentiality and intellectual property of other users of our website or platform. To not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above.
• f. To not post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity

Although we have no obligation to screen, edit, or monitor User Content, we may screen, delete, or remove User Content at any time and for any reason with or without notice. Any unauthorized use of information of other users and the services we provide on our website or platform may result in suspension or termination.

6. Talent Engagement & Outsourcing

I&M may support:

• a. Dedicated talent placements
• b. Project-based or outsourced team delivery
• c. Multi-client engagements for eligible talents

Specific terms for engagements may be governed by separate agreements.

7. Payments & Fees

Service fees, where applicable, are agreed separately with client organizations. I&M Limited reserves the right to amend pricing models as services evolve. Where such review of the price of its services are done, I&M agrees to notify you of such review.

8. Intellectual Property

8.1

The Services, including all website content, branding, systems, materials, text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by us or our licensors and are protected under both Nigerian and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, non-commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights belong to I&M Limited unless otherwise stated.

8.2

Our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of I&M Limited and may not be copied, imitated or used, in whole or in part, without our prior written permission. All trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us

9. Confidentiality

Users may access sensitive information during engagements and agree to maintain confidentiality at all times.

10. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While we attempt to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services. If you are dissatisfied with any portion of the service, or with any of these terms, your sole and exclusive remedy is to discontinue using the service.

11. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless I&M or affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to:

• a. Your access to or use of the Services
• b. Your User Content or Feedback
• c. Your violation of these Terms
• d. Your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) or
• e. Your conduct in connection with the Services, including your failure to perform or comply with the terms and conditions of any account agreement or policies of Apex relating to any brokerage account.

This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and I&M.

12. Limitation of Liability

To the fullest extent permitted by applicable law, we will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if I&M has been advised of the possibility of such damages. The total liability of I&M for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to use our Services.

13. Release

To the fullest extent permitted by applicable law, you release I&M and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

14. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the Federal Republic of Nigeria and other countries, where you may not have the same rights and protections as you do under local law.

15. Termination

I&M Limited reserves the right to:

• a. Suspend or terminate accounts for violations
• b. Remove content or profiles that breach these Terms

This is amongst the other steps I&M may take to ensure that its website or platform is safe for use by you and other users.

16. Dispute Resolution and Arbitration

You agree to arbitrate any dispute. Any disagreement, dispute or difference howsoever arising, from these Terms of Use including its interpretation and validity or as to the rights, duties and liabilities of the parties hereto or as to any other matter in any way connected with or arising out of or in relation to the subject matter of these Terms of Use, which cannot be amicably resolved by the parties within 30 (thirty) days shall be referred to arbitration in accordance with and subject to the provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004. The Arbitration is to be conducted in the English language before a sole arbitrator to take place in Lagos, Nigeria as the seat of the arbitration. The arbitral decision shall be final and binding on the Parties and may be made an order of court. The Parties unconditionally consent and submit to the jurisdiction of the High Court of Lagos State, Nigeria for such purpose. Nothing in this Agreement will be deemed as preventing us from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as is necessary to protect I&M’s name, proprietary information, trade secrets, know-how, or any other intellectual property rights. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.

17. Governing Law

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Lagos State, Nigeria, except to the extent pre-empted by any Act of the National Assembly, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

18. Updates to Terms

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

19. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

20. Confidential Information

Each Party shall keep confidential, any information concerning the other Party, which comes to its knowledge by way of obtaining, accessing, receiving or learning such information as a result of the provision of the Services or pursuant to this Agreement Confidential Information shall mean non-public information that a Party designates as being proprietary or confidential or which by its nature or the circumstances surrounding its disclosure reasonably ought to be treated as confidential. For the purposes of this clause 14, where a Party makes confidential information available to the other Party it shall be referred to as the “Disclosing Party” and the Party receiving such information shall be referred to as the “Receiving Party”. Confidential Information includes, without limitation and in whatever format, information relating to the Disclosing Party’s software products, source code, API data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations, development methods, consulting methodologies, user manuals and documentation, communication materials, prototypes and evaluation copies of any of the foregoing, as well as information relating to the Disclosing Party’s business, professional or financial affairs.

21. Force Majeure

If either Party is rendered unable, wholly or in any material part, by reason of force majeure to carry out its obligation under this Agreement, then on such Party giving notice and particulars in writing to the other Party within seven (7) days or such other reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended. The term “Force Majeure”, as employed in this Agreement, shall mean acts of God, strikes, lockouts or other disturbances, acts of public enemies, wars, blockages, insurrections, riots, epidemics, fires, floods or any governmental prohibitions issued by any legitimate authority, including restrains of rules and people, civil disturbances and any other cause not within the control of the Parties. If the period of the Force Majeure continues for more than thirty (30) days then the Parties shall decide the appropriate steps to be taken at a meeting for that purpose.

22. No Agency

Neither Party is authorized to act as an agent for, or legal representative of, the other party and neither Party shall have the authority to assume or create any obligation on behalf of, in the name of, or binding upon the other Party, save and except with the express consent in writing of the other Party.

23. Miscellaneous

These Terms constitute the entire agreement between you and I&M relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 8, 11, 12, 13, 16, 17, 20, and 21 survive any expiration or termination of these terms. The failure of I&M to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.

24. Contact

For privacy-related questions, contact us via our website. LINK