13A Ayo Babatunde Crescent, Oniru Lekki, Lagos
+234 9099 996 734 info@gapcot.com
Copyright 2024 © Gapcot - Verification Company
Owned by  Pivotage Consulting

Terms & Condition

Table of content
Agon

AGREED TERMS

 

  • ABOUT US
    • Company details. Pivotage Consulting Limited (company number RC: 1311064) (we and us) is a company registered in the Federal Republic of Nigeria and our principal place of business at 13A, Ayo Babatunde Crescent, Oniru, Lekki, Lagos. We provide verification and background check services through our online portal “Gapcot Portal” accessible through the website link Gapcot.com.

 

    • Contacting us. To contact us telephone our customer service team at 0909 999 6734 or send an electronic mail info@gapcot.com How to give us formal notice of any matter under the Contract is set out in Clause 17.2.

 

  • OUR CONTRACT WITH YOU 
    • Our contract. These terms and conditions (Terms) apply to the order by you and supply of the services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

    • Services. Based on your selection, the Services shall mean the range of virtual verification and due diligence services provided by us to you on your potential employees and which may include any or a combination of the following; personal identification verification, academic verification (attendance, etc.), criminal record, previous employment history, guarantor verification, and professional qualifications verification.

 

    • Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

 

    • Language. These Terms and the Contract are made only in the English language.

 

    • Personal Data. Personal Data shall be as defined in the Data Protection Act 2023 as amended, extended or re-enacted from time to time.

 

    • Subject. Subject means a person who can be identified by reference to his/her Personal Data and whose Personal Data/information is disclosed to us for verification.

 

    • Data Processor. To the extent that we access the Personal Data of the Subject to provide the Service to you, we will be the data processor, as defined in the Data Protection Act, 2023.

 

    • Data Controller. To the extent that you receive Personal Data regarding the Subject in the course of the provision of the Services, you are responsible as a data controller, as defined in the Data Protection Act, 2023.

 

    • Deliverables. Deliverables shall mean any output of the Services to be provided to you as specified in and any other documents, and materials provided by us to you in relation to the Services.

 

    • Applicable Laws. Applicable  Laws shall include the Data Protection Act, 2013, Nigerian Data Protection Regulation 2019 and/or any corresponding or equivalent national laws or regulations once in force and applicable.

 

    • Your copy. You should print off a copy of these Terms for future reference.

 

  • PLACING AN ORDER AND ITS ACCEPTANCE
    • Registration. Please follow the onscreen prompts and provide the required information to sign up and create an account. The details required to be provided by you are important. Our Services are available only to duly registered business names and companies and individuals acting in the capacity of business names and companies in which case the individuals must be 18 years old or older.

 

    • Placing an Order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the Gapcot Portal. Each order is an offer by you to buy the Services specified in the order, subject to these Terms. You may request for any of the following Services on our Gapcot Portal:

 

  • Academic Verification
  • Criminal Record
  • Guarantor Verification
  • Employment History Verification
  • Professional Qualification Verification
  • Any other service provided on the Gapcot Portal

 

    • Accepting your Order. Upon submission of your order, you will be prompted to provide essential information pertinent to your request. The details supplied must be accurate, and any accompanying documents must be authentic and legible, devoid of any alterations. Our team will diligently verify the information provided (Order Confirmation) after which the Contract between you and us will come into effect, with the date specified in the Order Confirmation serving as the Commencement Date. The Contract will exclusively pertain to the Services confirmed in the Order Confirmation.

 

    • If we cannot accept your order. If we are unable to supply you with the Services for any reason or require any additional information, we will inform you of this in writing and we will not process your order.

 

    • After Processing your Order. Once we are done processing your order, we shall notify you of same and shall notify you of the availability of output of the Services. You can proceed to the dashboard to download the output of the Services.

 

  • OUR SERVICES
    • Descriptions and illustrations. Any descriptions or illustrations on the Gapcot Portal are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

 

    • Compliance with specifications. Subject to our right to amend the specification (see Clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on the Gapcot Portal at the date of your order in all material respects.

 

    • Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.

 

    • Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

 

  • YOUR OBLIGATIONS
    • It is your responsibility to ensure that:
  1. the terms of your order are complete and accurate;
  2. you cooperate with us in all matters relating to the Services;
  3. you provide us with such information and materials we may reasonably require  in order to supply the Services in a timely manner, and ensure that such information is complete and accurate in all material respects;
  4. ensure strict compliance with all Applicable Laws while collecting the Personal Data of the Subjects in relation to the Services;
  5. provide any other necessary function required or incidental to your obligations in this Contract.
  6. keep your login credentials secure and not disclose same to any third-party.
  7. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the provision of the Services are to start.

 

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 5.1 (Your Default):

      1. we will be entitled to suspend the performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent that Your Default prevents or delays the performance of the Services. In certain circumstances, Your Default may entitle us to terminate the Contract under Clause 14 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services;
      3. you will be responsible for covering any price difference resulting from delays in providing the required information or materials for the Services;
      4. it will be your responsibility to reimburse us for any costs or losses we sustain or incur arising directly or indirectly from Your Default; and
      5. the Services shall be deemed completed when we provide you the Deliverable for download which shall contain the outcome of the Services rendered.

 

  • CHARGES
    • In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 6.

 

    • The Charges are the prices quoted on the Gapcot Portal at the time you submit your order.

 

    • We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 6.6  for what happens if we discover an error in the price of the Services you ordered.

 

    • Our Charges may change from time to time, but changes will not affect any order you have already placed.

 

    • Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

 

    • It is always possible that, despite our reasonable efforts, some of the Services on the Gapcot Portal may be incorrectly priced. If the correct price for the Services is higher than the price stated on the Gapcot Portal, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel the supply of the Services and refund to you any sums you have paid.

 

  • HOW TO PAY
    • Payment for the Services is in advance.

 

    • Payment for the services shall be made through a third-party payment gateway as designated by us. We shall not be responsible for any issues, errors, or disputes arising from the use of the third-party payment gateway, including but not limited to transaction failures, security breaches, or unauthorised access.

 

    • Any disputes regarding payments made through the third-party payment gateway shall be resolved directly between the user and the payment gateway provider, and we shall bear no liability in such matters.

 

    • You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

  • INTELLECTUAL PROPERTY RIGHTS
    • We shall remain the owner of the know-how, trademarks, service marks, logos, slogans, patents, copyrights or other intellectual property rights belonging to us within or outside the Gapcot Portal. The use of the Gapcot Portal and nothing contained herein shall license nor transfer any intellectual property right belonging to us, and you are not allowed to use any such rights belonging to us without our written consent.

 

    • If you believe that any content on the Gapcot Portal infringes upon your intellectual property or privacy rights, please contact us through the contact details provided in this document.

 

    • We welcome your suggestions and feedback, however, In the event that you provide suggestions or feedback that we implement to enhance our Services or the Gapcot Portal. You acknowledge and agree that you shall not claim ownership of any resulting intellectual property rights, nor shall you be entitled to royalties or fees for such suggestions or feedback.

 

  • HOW WE MAY USE YOUR PERSONAL INFORMATION
    • We will use any personal information you provide to us to:
      1. provide the Services;
      2. process your payment for the Services; and
      3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

 

    • We will process your personal information in accordance with our privacy, the terms of which are incorporated into this Contract.

 

  • LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    • We will not be liable to you, whether in contract, tort (including but not limited to) for negligence, breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. any indirect or consequential loss.

 

    • You recognise that different entities manage their databases, and therefore, We do not oversee or bear responsibility for the accuracy or completeness of information conveyed by these entities through us. By acknowledging this, you absolve and exempt us from any liability arising from or associated with inaccuracies or omissions within the Deliverables.

 

    • This Clause 10 will survive termination of the Contract.

 

  • INDEMNITY
    • You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
  1. Your use or misuse of the Services provided by us;
  2. Your breach of your warranty in Clauses 12.1.a on obtaining consent from the Subject;
  3. Your violation of these Terms and Conditions or any Applicable laws, rules, or regulations;
  4. Any materials you submit, post, transmit, or make available through the Services.
  5. Any violation or infringement of the rights of any other person or entity;
  6. Any breach or negligent performance or non-performance of this Contract; or
  7. Any claim made against you by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Contract by you.

 

    • You agree that we shall have the sole right and discretion to control the defence and settlement of any such claims, actions, or demands, at your expense, and you shall cooperate fully with us in asserting any available defences.

 

    • This Clause 11 shall survive the termination of this Agreement.

 

  • WARRANTIES
    • You warrant and represent as follows:
  1. As the Data Controller, you have collected the Consent of the Subject in the manner stipulated in this Contract and in accordance with the Nigerian Data Protection Act 2023 (“NDPA”) to enable us render the Services;
  2. All information you have provided is accurate and error-free;
  3. The execution, delivery, and performance of this Contract will not conflict with or breach any other agreement, judgment, injunctions, orders, regulation, or obligation to which you are party to or bound.
  4. You warrant that you are validly incorporated and exist under the laws of your country of incorporation and have all the necessary power, approvals, and authority to enter into this Contract and have in addition obtained all necessary permits, licenses, authorisations, and consents required for the performance of your obligations under this Contract.

 

 

    • We shall present the information in the Deliverables as received from the relevant third-party institutions and organisations where the Services were conducted, as such, we do not warrant or represent that the information is error-free or that the information in the Deliverables shall continue to be true or remain unchanged beyond the time of verification. We shall not be liable for any loss, claim, or liability arising from any subsequent change in the status or correctness of the information contained in the Deliverables whatsoever.

 

12.3 We make no representation or warranty regarding the conduct or personal character of a Subject.

 

    •  
    • You acknowledge that we are bound by several data protection policies, regulations, and Applicable Laws. You therefore undertake not to copy, transfer, assign, gift, reproduce, create an alternate database, sell, or resell, decompile, or replicate the whole or part of the Deliverables except as agreed in writing with the Subject. The Deliverables shall be for your information and for verification purposes only and shall not be used for any unlawful purpose.

 

    • The Gapcot Portal, its content, and all services on the platform are provided "as is" and "as available" without any warranty of any kind, express or implied. To the fullest extent permissible under Applicable Law, we, our affiliates, and any person associated with us disclaim all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement of intellectual property or other violation of rights.

 

    • The provisions of this Clause shall remain valid and enforceable after the termination of this Contract.

 

  • CONFIDENTIALITY
    • We each undertake that we will not at any time during the Contract, and for a period of 1 (one) year after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by Clause 13.2.

 

    • We each may disclose the other's confidential information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 13; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

    • We may each only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

 

  • TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

 

    • Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 (five) days of you being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      4. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

 

    • Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

 

  • EVENTS OUTSIDE OUR CONTROL
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

 

    • If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for the performance of the Services with you after the Event Outside Our Control is over.

 

    • You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 (Ninety) days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us by performing the Services up to the date of the occurrence of the Event Outside Our Control.

 

  • NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 2 (two) year following the termination of the Contract.

 

  • COMMUNICATIONS BETWEEN US
    • When we refer to "in writing" in these Terms, this includes electronic mail.

 

    • Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, or next working day delivery service, or by electronic mail.

 

    • A notice or other communication is deemed to have been received:
  1. if delivered personally, on signature of a delivery receipt;
  2. if sent, next working day delivery service, at 9.00 am on the second working day after posting; or
  3. if sent by electronic mail, at 9.00 am the next working day after transmission.

 

    • The provisions of this Clause will not apply to the service of any proceedings or other documents in any legal action.

 

  • DATA PROTECTION
    • You acknowledge that in providing the Services, you will receive Personal Data regarding the Subject in the manner stipulated under the NDPA and that you are responsible as a Data Controller for ensuring that you collect consent, protect, and process such Personal Data in accordance the NDPA and other Applicable Laws.

 

    • To the extent that we access the Personal Data of the Subject to provide the Service to you, we will be the Data Processor. We will only process Personal Data in accordance with your instructions including to the extent, and in such manner, as is necessary for the provision of the Service.

 

    • Pursuant to 18.1 above, you shall collect written consent from each Subject about whom you request the Services prior to or alongside your provision of the Subject’s Personal Data to us to provide the Services and you will maintain at all times a proper record of such consent. The consent shall comply with the provisions of NDPA and shall inform the Subject of the following:

 

  1. your business location, including physical address and means of communication with you, such as electronic mail or phone number;
  2. a description of the purpose for which the Personal Data of the subject is sought (i.e. for verification services);
  3. the specific information that will be verified through the Service;
  4. the Subject's right to withdraw consent including the procedure for withdrawal;
  5. that we are designated as recipients of the Personal Data provided;
  6. the right to lodge complaints with the Nigerian Data Protection Commission; and
  7. The identity of any other parties who will receive the information, if any.

 

    • You will be required to provide a declaration confirming that you have obtained consent from the Subject as required by Clause 18.3. above. Failure to obtain such consent will lead to the non-performance of the Services, and we shall not be held liable to you, nor deemed in breach or default of our obligations.

 

 

    • It is your responsibility to keep personal information relating to an individual no longer than required.

 

    • It shall be your responsibility to keep the Deliverables relating to the Subject no longer than is required. The Deliverables shall be available on our Portal for 6 (six) months from the time you are notified of the availability of the Deliverables for download on the Gapcot Portal after which same shall cease to be available for download.

 

    • It is our business practice to maintain a database for the data in the Deliverables. This is to facilitate a faster and smoother verification process should there be a need to verify the same Subject in future. To be able to store the data in the Deliverables in our database, we shall provide you a link to a consent form to be shared with the Subject. The consent form referred to under this sub-clause is to enable us to collect the consent of the Subject to retain the Subject’s data in the Deliverables in our database. Acting as our direct liaison with the Subject, you shall provide the Subject the link provided us to you to enable us collect the Subject’s consent.

 

  • GENERAL
    • Assignment and transfer
      1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

 

    • Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

 

    • Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

 

    • Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

    • Third-party rights. The Contract is between you and us. No other person has any right to enforce any of its terms.

 

    • Governing law and jurisdiction. The Contract is governed by the laws of the Federal Republic of Nigeria and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria.