Terms of Use

Please read these Terms of Use ("Terms"), which set forth the legally binding terms and conditions between you and RTA and Advisory Limited ("RTA or the Company"). It governs your access to and the use of RTA's Technology products and all services (the "Service") offered by RTA

Our collection and use of personal information in connection with your access to and use of the Service is described in our Privacy Policy.

Your access to use of the Products and services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Products and Services and all applicable laws and all conditions or policies referenced here.

By accessing or using the Products and Services you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1. Definitions

In these Terms of Service,

Client or you or your means jointly and severally each person who uses the Services and/or executes an Engagement Letter with RTA

Engagement Letter means the agreement entered into by RTA and the Client which details the scope of services to be provided by RTA.

Platform refers collectively to RTAs Technology products, website and other related applications.

Services refers to the services provided sequel to Subscription or adoption of the use of RTA's Technology solutions or platforms, consultancy, governance, assurance, regulatory compliance, enterprise risk management, financial risk management, information security and corporate training services provided by RTA.

Site refers to the website or platform where the Products and services provided by RTA can be found. Such as Boardseats.io and such other Platforms where RTA services maybe obtained from.

Terms refers to these standard terms of service.

2. This Terms applies to RTA's Products and Services, communications and other services, including the offsite collection of data for those Services, such as our ads and other related plugins.

3. Acceptance of Terms

The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies, and procedures that may be published on the platforms by RTA, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the site that are referenced herein. These terms apply to every user of the Service. In addition, some Services offered through the Site may be subject to additional terms and conditions adopted by RTA. Your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

RTA reserves the right, at its sole discretion, to modify or replace these Terms from time to time by posting the updated terms on the Site. It is your responsibility to check the Terms periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Site and the Service. Your continued use of the Service following the posting of any changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes

The Terms will continue to apply until terminated by either you or RTA . You may end your legal agreement with RTA at any time for any or no reason by deactivating your accounts and discontinuing your use of the Services. You do not need to specifically inform RTA when you stop using the Products and Services. We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms (ii) you create risk or possible legal exposure for usÍ¾ or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account

4. Users Representations & Warranties

Representations and warranties are statements and promises made by you to RTA, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use RTAs Products and Services;

you are over the age of 18 years;
all personal information that you provide about yourself is accurate and true to the best of your knowledge
you have carefully considered the risks involved with using our Services
if you are accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised to do so and we may request evidence of such legal authority (by way of a copy of any document which shows the valid and subsisting authorisation)
you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
you are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting

Our Services will be provided under a specific Engagement Letter, defining the scope of services and deliverables associated with your specific engagement, entered by RiskTech and you, which is incorporated by reference into these Terms.

5. User's Responsibilities

In connection with your acceptance of these Terms of Use, you acknowledge and agree to cooperate with RTA to deliver services and products subscribed to under these terms of services, without limitation, providing RTA with reasonable facilities and timely access to data, information, and personnel. You will be responsible for the accuracy and completeness of all data and information provided.

RTA will rely on the information you provide concerning your personal and organisational data, business objectives, strategies, policies, transactions, data, controls and organizational structure.

To the extent that the information provided is not complete or accurate, the results of RTAs work may differ from that which would have resulted had such information been complete and accurate.

You are responsible for safeguarding the password that you use to access the RTA's Products and Services and for any activities or actions under your password. We encourage you to use strong passwords with your account. RTA cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

If you buy any of our paid Services, you agree to pay us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:

Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

We may store and continue billing your payment method, even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.

If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.

All your purchases of Services are subject to RTA's refund policy. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

6. Professional Standards

RTA warrants that it shall deliver services and products in good faith, with due professional care and in compliance with all applicable laws. RTA may provide you with observations, advice, and recommendations while providing you with its Products and Services, however, you have responsibility for, among other things, identifying and ensuring compliance with laws and regulations applicable to your business activities and for establishing and maintaining effective internal control to ensure such compliance. All decisions in connection with the implementation of any advice or recommendation provided by RTA shall be your responsibility.

RTA supports the fight and stands firmly against all forms of bribery and corruption in order to contribute to good governance, economic development, and the improvement of social welfare wherever it does business.

7. Electronic Communications

By accessing and/or using our products and Services, you consent to receiving electronic communications and notices from us. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that such communications be in writing.

8. Intellectual Property

9.1. The Products and Service and its original content, features and functionality are and will remain the exclusive property of RTA. Our trademarks may not be used in connection with any product or service without our prior written consent.

9.2. RTA may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform ("User Content"); and (ii) access and view User Content and any content that RTA itself makes available on or through the Platform, including RTAs proprietary content and any content licensed or authorized for use by or through RTA from a third party ("RTAs Content" and together with User Content, "Collective Content").

9.3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit RTAs website or Collective Content, except to the extent that you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by RTA or its licensors, except for the licenses and rights expressly granted in these Terms.

9.4. Subject to your compliance with these Terms, RTA grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to access and view any Collective Content made available on or through the website and accessible to you, solely for your personal and non-commercial use.

9.5. Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

10. Prohibited Activities

10.1. You shall not use the Products and Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Products and Services. Violation of our rules may result in the termination and cancellation of your continued use of RT'A's Products and Services.
10.2. Users shall not utilize the Site or the Services for any illegal purpose.
10.3. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Products and Services. In connection with your use of the Site, you will not and will not assist or enable others to:
10.3.1. breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
10.3.2. use the Site/platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies endorsement, partnership or otherwise misleads others as to your affiliation with RTA;
10.3.3. use the Platform in connection with the distribution of unsolicited commercial messages ("spam")
10.3.4. use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, RTAs name, any trademark, logo or other proprietary information belonging to RTA, or the layout and design of any page or form contained on a page in the Platform, without RTAs express written consent
10.3.5. dilute, tarnish or otherwise harm RTAs brand in any way, including through unauthorized use of Collective Content, registering and/or using RTAs or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to RTAs domains, trademarks, taglines, promotional campaigns or Collective Content
10.3.6. use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose
10.3.7. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by RTA or any of RTAs providers or any other third party to protect the Platform
10.3.8. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform
10.3.9. take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform
10.3.10. violate or infringe anyone elses rights or otherwise cause harm to anyone
10.4. You acknowledge that RTA has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist RTA in good faith, and to provide RTA with such information and take such actions as may be reasonably requested by RTA with respect to any investigation undertaken by RTA or a representative of RTA regarding the use or abuse of the Platform.

11. Links to Other Web Sites

11.1. The Platform may contain links to third-party web sites or services that are not owned or controlled by RTA.
11.2. RTA has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that RTA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

12. Indemnity

You agree to indemnify and hold harmless RTA, its affiliates and subsidiaries, its officers, directors, employees and agents, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

12.1. your fraudulent or illegal use of the Services or the Platform
12.2. your negligence or any default by you of any of these Terms;
12.3. any inaccurate or incomplete information that you have knowingly provided to us;
12.4. any service that you have offered, whether with or without our permission, to another third party using the Services or Platform;
12.5. any claim made against you for actual or alleged infringement of RTAs intellectual property rights or any actual or alleged infringement of a third partys intellectual property rights arising out of or in connection with the Services or your use of the Site.

13. Limitation of Liability

In no event shall RTA, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

13.1. your use of the Site or the Products and Services or your inability to use the Site or the Products and Services;
13.2. any conduct or content of any third party on the Platform;
13.3. any legal proceedings between the you and any third parties.

RTA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN AS IS AND AS AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, RTA DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS RTA HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), RTA, WILL NOT BE LIABLE IN CONNECTION WITH THIS TERMS FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

RTA WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO RTA FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY.

14. Governing Law

14.1. These Terms shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.
14.2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms & Conditions constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

15. Dispute Resolution

15.1. Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between RTA and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.
15.2. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.
15.3. Each party shall bear its cost in connection with the Arbitration and the arbitrators fees shall be split equally between both parties.

16. Force Majeure

RTA shall not be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, labour disputes, or any other cause beyond its reasonable control and whether or not of a similar nature to the foregoing.

17. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to our Services. You may submit your feedback by emailing us at enquiries@boardseats.io . Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

18. Changes to Terms of Service

RTA reserves the right, in its sole discretion, to change the Terms under which its products and services is offered. The most current version of the Terms will supersede all previous versions. RTA encourages you to periodically review the Terms to stay informed of our updates.

19. Contact Us

If you have any questions about these Terms, please contact us at enquiries@boardseats.io