Standard Terms of Business
1. Application and order of precedence
1.1 These Standard Terms of Business (“Terms”) apply to every engagement in which The Workplace Consult (“TWC”), registered with the Corporate Affairs Commission of Nigeria (registration number 7823694), of 28 Obanikoro Street, Obanikoro, Lagos, provides Services to a Client.
1.2 An engagement is formed when the Client accepts a Proposal or signs an Engagement Letter or Statement of Work that refers to these Terms, or pays a TWC invoice for the Services. Each Proposal, Engagement Letter or Statement of Work, together with these Terms and any Data Processing Agreement, forms the “Agreement”.
1.3 If documents conflict, this order applies: (a) a signed Data Processing Agreement, for data protection matters; (b) the signed Engagement Letter or Statement of Work; (c) these Terms; (d) the Proposal. The Client’s purchase-order terms or other standard terms do not apply, even if attached to a purchase order or acknowledged by TWC.
2. Definitions
In these Terms:
- Client means the organisation (or, for public training, the individual) that engages TWC.
- Consumer means a Client who is an individual buying Services mainly for personal rather than business purposes, such as an individual registering for a public training.
- Deliverables means reports, frameworks, policies, templates, system configurations, training materials and other outputs prepared by TWC for the Client.
- Fees means the charges for the Services stated in the Agreement.
- Services means the HR consulting, organisational effectiveness, performance management, HR technology advisory, reselling and implementation, ISO 9001 readiness advisory, training, facilitation and related services described in the Agreement.
- Third-Party Software means HRIS or other software made by a vendor (for example SeamlessHR or Zoho) that TWC resells, refers to or implements.
- TWC Materials means TWC’s pre-existing and independently developed methodologies, frameworks, tools, templates, training content and know-how.
- Business Day means a day other than a Saturday, Sunday or public holiday in Lagos State.
3. The Services
3.1 TWC will perform the Services described in the Agreement with the reasonable skill, care and diligence expected of a competent HR consultancy, and in line with applicable Nigerian law.
3.2 TWC will assign suitably experienced personnel and may use qualified associates or subcontractors. TWC remains responsible for their work and binds them to confidentiality and data protection obligations no less strict than these Terms.
3.3 You agree to indemnify TWC against losses and reasonable costs arising from your breach of section 2.2 or your misuse of the Website.
3.3 Timelines in the Agreement are good-faith estimates. TWC is not responsible for delay caused by the Client failing to meet its obligations under clause 4.
3.4 The Services are advisory. The Client remains solely responsible for its management decisions, including recruitment, dismissal, discipline, pay, restructuring and the adoption of any policy, and for how it implements TWC’s recommendations.
3.5 TWC does not provide legal, tax, actuarial or financial advice. Where a matter needs such advice, including employment disputes, labour-law compliance opinions or regulatory filings, TWC will say so and the Client should consult a qualified professional.
3.6 For ISO 9001 readiness work, certification is granted only by an independent accredited certification body. TWC prepares the Client for audit but does not guarantee certification.
4. Client obligations
The Client will:
- appoint a project lead with authority to make decisions and give approvals within agreed timescales;
- give TWC timely access to people, premises, systems, documents and data reasonably needed for the Services;
- ensure information it provides is accurate and complete, and that it has the right to share it with TWC, including any employee personal data;
- review and approve Deliverables within 5 Business Days of submission, after which they are treated as accepted unless the Client has identified specific errors;
- for HRIS implementation, verify migrated data before go-live and keep its own backup of source data; and
- comply with the licence terms of any Third-Party Software.
5. Change control
5.1 Either party may request a change to the scope, timeline or approach of the Services. TWC will state in writing the effect of the change on Fees and timelines.
5.2 No change is binding until both parties confirm it in writing (email is sufficient). Until then, TWC will continue to perform the Services as originally agreed.
6. Fees and payment
6.1 The Client will pay the Fees set out in the Agreement. Unless stated otherwise, Fees are in Nigerian Naira and exclude value added tax and other applicable taxes, which will be added to invoices as the law requires.
6.2 Where the law requires the Client to deduct withholding tax, the Client will remit it to the relevant tax authority on time and give TWC the receipt or credit note within 30 days of payment.
6.3 Unless the Agreement says otherwise, consulting and implementation projects are invoiced as a mobilisation payment of 50% before work starts and the balance at the milestones stated in the Agreement. Retainers are invoiced monthly in advance.
6.4 Invoices are payable within 14 days of the invoice date. The Client must raise any query about an invoice within 7 days of receiving it and pay the undisputed part on time.
6.5 On overdue amounts TWC may charge simple interest at the Central Bank of Nigeria Monetary Policy Rate plus 2% per year, from the due date until payment. After giving 7 days’ written notice, TWC may also suspend the Services until overdue amounts are paid; timelines extend accordingly.
6.6 Pre-approved travel, accommodation and other out-of-pocket expenses, including for work outside Lagos, are invoiced at cost.
7. Third-Party Software fees
7.1 Licence and subscription fees for Third-Party Software follow the vendor’s current pricing and may be invoiced by TWC or directly by the vendor. They are usually payable in advance for the full subscription term.
7.2 Vendor price changes on renewal will be passed on to the Client, and TWC will give notice as soon as it receives it.
7.3 Once the vendor has activated a licence, licence fees are refundable only to the extent the vendor refunds them to TWC.
8. Cancellation and rescheduling
8.1 Consulting and implementation. If the Client postpones agreed workshops or sessions with less than 3 Business Days’ notice, TWC may charge for time already reserved. Termination is covered in clause 14.
8.2 In-house training. Cancellation more than 14 days before the training: no charge apart from non-refundable costs already incurred (such as venue deposits or printed materials). Cancellation 7 to 14 days before: 50% of the training fee. Less than 7 days before: the full fee. A rescheduled date may be agreed instead, once, at no charge if requested more than 7 days before.
8.3 Public training, webinars and events. Fees are payable on registration. Cancellations received at least 7 days before the event are refunded less an administrative charge of 10%. Later cancellations are not refunded, but the registrant may send a substitute or transfer to a later session once.
8.4 Cancellation by TWC. If TWC cancels or reschedules a training or event, the Client may choose a full refund or a transfer to the new date. TWC is not liable for travel or accommodation costs the Client has booked.
8.5 Consumers. Where the Client is a Consumer, clause 8.3 applies, and nothing in these Terms limits any right the Consumer has under the Federal Competition and Consumer Protection Act 2018, including rights to a refund or re-performance where Services are not provided with reasonable care and skill. A Consumer may cancel a booking at any time before the event under clause 8.3.
9. Intellectual property
9.1 TWC retains all intellectual property rights in TWC Materials, whether or not incorporated into Deliverables.
9.2 On full payment of the relevant Fees, the Client receives a non-exclusive, perpetual, non-transferable licence to use, copy and adapt the Deliverables, and any TWC Materials built into them, for its own internal business purposes. The Client may not sell, license, publish or commercially distribute them, or use them to provide services to third parties, without TWC’s written consent.
9.3 Where the Agreement expressly states that ownership of specific bespoke Deliverables passes to the Client, it passes on full payment, excluding any TWC Materials within them.
9.4 Training materials are licensed for the personal learning of registered participants. Sessions may not be recorded, and materials may not be copied or shared, without TWC’s written consent.
9.5 Each party keeps ownership of materials and data it brings to the engagement. TWC may use general skills, know-how and anonymised, aggregated insights gained from its work, provided they do not identify the Client or any individual.
10. Confidentiality
10.1 Each party will keep confidential all non-public business, financial, technical, employee and personal information of the other that it receives in connection with the Agreement (“Confidential Information”), use it only for the Agreement, and protect it with at least reasonable care.
10.2 A party may disclose Confidential Information to its staff, associates and professional advisers who need to know it and are bound by equivalent obligations, or where required by law, regulation or court order (giving prompt notice where lawful).
10.3 These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from a third party without restriction.
10.4 Confidentiality obligations last during the Agreement and for 3 years after it ends, and indefinitely for personal data and trade secrets. On request at the end of the engagement, each party will return or destroy the other’s Confidential Information, except copies it must keep by law.
10.5 TWC may name the Client as a client, or describe the engagement in case studies, only with the Client’s prior written consent.
11. Data protection
11.1 Each party will comply with the Nigeria Data Protection Act 2023, the GAID 2025 and any other data protection law that applies to it.
11.2 Where TWC processes personal data of the Client’s employees, candidates or other individuals on the Client’s behalf (for example when migrating staff records into an HRIS, running performance reviews or conducting staff surveys), the Client is the data controller and TWC is its data processor. The parties will sign a Data Processing Agreement covering the matters required by GAID Article 34 before such processing begins.
11.3 The Client is responsible for having a lawful basis for sharing the personal data with TWC and for giving the individuals concerned the notices the law requires.
11.4 TWC will process such data only on the Client’s documented instructions, keep it secure, notify the Client without undue delay (and in any case within 48 hours) after becoming aware of a personal data breach affecting it, assist the Client with data subject requests and breach notifications, and return or delete it at the end of the engagement.
11.5 TWC’s handling of personal data as a controller, such as Client contacts and marketing data, is described in its Privacy Policy.
12. Third-Party Software
12.1 TWC acts as an independent reseller and implementation partner. It is not the developer of Third-Party Software and does not act as the vendor’s agent, except as its partner arrangements expressly provide.
12.2 The Client’s use of Third-Party Software is governed by the vendor’s licence terms, service levels and privacy policy, which the Client accepts directly with the vendor. TWC will give the Client those terms before it subscribes.
12.3 The vendor, not TWC, is responsible for the software’s functionality, availability, hosting, security, updates and data storage. TWC gives no warranty about Third-Party Software beyond what the vendor provides, but will help the Client raise and follow up support issues with the vendor.
12.4 TWC is responsible under these Terms for the quality of its own implementation work, including configuration, data migration, integration support and training.
13. Warranties, liability and indemnity
13.1 Re-performance. If the Client notifies TWC in writing within 30 days of delivery that a Deliverable does not meet the standard in clause 3.1, TWC will correct or re-perform it at no extra cost. This is the Client’s main remedy for defective Services, without affecting clause 13.3.
13.2 No other warranties. Except as stated in these Terms, TWC does not guarantee particular business results, such as staff retention, performance improvements, audit outcomes or return on investment, because these depend on factors outside TWC’s control.
13.3 Unlimited liability. Nothing in the Agreement limits or excludes either party’s liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, the Client’s obligation to pay Fees, or any liability that cannot be limited by law.
13.4 Liability cap. Subject to clause 13.3, TWC’s total aggregate liability arising out of or in connection with an Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid by the Client to TWC under that Agreement in the 12 months before the event giving rise to the claim. Licence fees for Third-Party Software passed through to the vendor are excluded from that total.
13.5 Excluded losses. Subject to clause 13.3, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings or goodwill. TWC is not liable for loss caused by the Client’s decisions or implementation of advice, inaccurate or incomplete information supplied by the Client, or the failure, outage or data loss of Third-Party Software.
13.6 Time limit. Any claim against TWC must be notified in writing within 12 months after the Client became aware, or ought reasonably to have become aware, of the facts giving rise to it.
13.7 Consumers. Clauses 13.4 to 13.6 do not apply to the extent they would restrict a Consumer’s rights under the Federal Competition and Consumer Protection Act 2018.
13.8 Indemnity. The Client will indemnify TWC against third-party claims (including claims by the Client’s employees or regulators), and the related losses and reasonable legal costs, to the extent they arise from: the Client’s employment or management decisions; the Client’s breach of law; or data, materials or instructions supplied by the Client that it had no right to supply. TWC will notify the Client promptly of any such claim and allow it to take part in its defence.
13.9 Insurance. TWC will maintain professional indemnity insurance at a level appropriate to its business and will provide evidence on reasonable request.
13.10 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, strikes, government action, extended power or internet outages, or failures of third-party platforms. The affected party will notify the other promptly and take reasonable steps to limit the effect. If the event continues for more than 30 days, either party may end the affected engagement by written notice, with Fees payable for work done. This clause does not excuse payment obligations.
14. Term and termination
14.1 Each Agreement runs until the Services are complete or it is ended under this clause.
14.2 Either party may end an Agreement for convenience by giving 30 days’ written notice, unless the Agreement states otherwise.
14.3 Either party may end an Agreement immediately by written notice if the other: (a) commits a material breach that is not remedied within 14 days of written notice; or (b) becomes insolvent, enters liquidation or receivership, or stops trading.
14.4 On termination, the Client will pay for Services performed and expenses incurred up to the termination date, plus any non-cancellable commitments TWC made for the engagement. Mobilisation payments are applied to work done; any unused balance is refunded, except where the Client ends the Agreement for convenience.
14.5 Clauses 6, 9, 10, 11, 13, 15 and 16 survive termination.
15. Non-solicitation and anti-bribery
15.1 During an engagement and for 12 months after it ends, neither party will directly solicit for employment or engagement any employee or associate of the other who was materially involved in that engagement, without the other’s written consent. General job advertisements not targeted at such persons are not a breach.
15.2 Each party will comply with applicable anti-corruption laws, including the Corrupt Practices and Other Related Offences Act 2000, and will not offer, give or accept any bribe, kickback or improper payment in connection with the Agreement. A breach of this clause is a material breach.
16. Disputes and governing law
16.1 The Agreement is governed by the laws of the Federal Republic of Nigeria.
16.2 The parties will first try to resolve any dispute through good-faith negotiation between senior representatives within 30 days of written notice of the dispute.
16.3 If not resolved, the parties will refer the dispute to mediation at the Lagos Multi-Door Courthouse. If mediation does not resolve it within 60 days of referral, either party may refer the dispute to arbitration seated in Lagos under the Arbitration and Mediation Act 2023, before a sole arbitrator agreed by the parties or, failing agreement within 14 days, appointed under that Act. The arbitration will be in English and the award will be final and binding.
16.4 Nothing in this clause prevents either party from seeking urgent interim relief from a Nigerian court, or limits any individual’s right to complain to the Nigeria Data Protection Commission or seek redress in a Nigerian court for a breach of data privacy rights. Where the Client is a Consumer, the Consumer may instead bring a claim before a court of competent jurisdiction or the Federal Competition and Consumer Protection Commission.
17. General
17.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions and proposals. Neither party relies on any statement not set out in it, but this does not limit liability for fraudulent misrepresentation.
17.2 Variation. Changes to an Agreement are valid only if agreed in writing by both parties. TWC may update these Terms for future engagements by publishing a new version; signed Agreements continue on the version that applied when they were made.
17.3 Notices. Notices must be in writing and sent by email or delivered to the addresses in the Agreement (for TWC: info@theworkplaceconsult.com and 28 Obanikoro Street, Obanikoro, Lagos). Email notices are received on the next Business Day after sending, unless a delivery failure message is received.
17.4 Independent contractor. TWC acts as an independent contractor. Nothing in the Agreement creates an employment, partnership, joint venture or agency relationship.
17.5 Assignment. The Client may not assign or transfer its rights under the Agreement without TWC’s written consent. TWC may subcontract under clause 3.2.
17.6 Third parties. Only the parties to the Agreement may enforce it.
17.7 Severability and waiver. If any provision is found invalid or unenforceable, the rest of the Agreement continues in force. A failure or delay in exercising a right is not a waiver of it.
17.8 Electronic signature and counterparts. The Agreement may be accepted by email or electronic signature and signed in counterparts, each of which is an original.
17.9 Language. The Agreement is in English, which prevails over any translation.
18. Contact
The Workplace Consult, 28 Obanikoro Street, Obanikoro, Lagos, Nigeria · info@theworkplaceconsult.com · theworkplaceconsult.org
