Legal Documentation

Terms &

Condition.

Governing the Use of PZ Nexa's Consulting Services

Version 1.0

Effective Date: 1st May, 2026

Last Updated: 1st May, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. By engaging PZ Nexa for any service, accessing our website at www.pznexacol.com, or entering into any service agreement with us, you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree, you must not use our services.

1.Definitions

1.1

"Company," "we," "us," or "our" refers to PZ Nexa, a business consulting firm operating in Nigeria.

1.2

"Client," "you," or "your" refers to any individual, startup, or organisation that engages PZ Nexa for services or accesses our website.

1.3

"Services" refers to all consulting, advisory, strategy, AI implementation, growth advisory, capital readiness, and related services offered by PZ Nexa, whether delivered in person, remotely, or digitally.

1.4

"Engagement" refers to any formal or informal agreement between the Client and the Company for the provision of Services.

1.5

"Deliverable" means any work product, report, framework, strategy document, presentation, or output produced by the Company in the course of an Engagement.

1.6

"Confidential Information" means all non-public information disclosed by either party in connection with an Engagement.

2.Acceptance of Terms

2.1

These Terms constitute a legally binding agreement between you and PZ Nexa. By initiating contact for services, signing a proposal, making payment, or using our website, you confirm that you have read, understood, and accepted these Terms.

2.2

If you are engaging on behalf of a company or organisation, you represent that you have the authority to bind that entity to these Terms.

2.3

We reserve the right to update these Terms at any time. Changes will be communicated via email or posted on our website. Continued engagement after such notice constitutes acceptance of the revised Terms.

3.Services

3.1

Scope. PZ Nexa offers the following service categories:

(a)Startup Strategy;
(b)Growth Advisory;
(c)Capital Readiness;
(d)AI Consulting and Implementation;
(e)Expansion Strategy; and
(f)such other advisory services as agreed in writing.

3.2

Service Agreements. The specific scope, timeline, deliverables, and fees for each Engagement shall be set out in a written Service Agreement, Proposal, or Statement of Work ("SOW") signed by both parties. These Terms are incorporated into and govern all such agreements.

3.3

Variations. Any change to the scope of services must be agreed in writing by both parties. Additional work beyond the agreed scope may be subject to additional fees.

3.4

Subcontracting. PZ Nexa reserves the right to subcontract elements of any Engagement to qualified professionals. The Company remains responsible for the quality of work delivered.

4.Client Obligations

4.1

The Client agrees to:

(a)provide accurate, complete, and timely information necessary for the Company to perform the Services;
(b)make all relevant stakeholders available for meetings, interviews, and reviews as reasonably required;
(c)review and respond to drafts, reports, and communications within agreed timelines;
(d)pay all invoices in accordance with the payment terms set out in the applicable Service Agreement;
(e)comply with all applicable laws and regulations in connection with the use of our Services.

4.2

The Company shall not be liable for delays or failures in performance caused by the Client's failure to fulfil the above obligations.

5.Fees and Payment

5.1

Fee Structure. PZ Nexa's fees are set out in the applicable Service Agreement and may be structured as:

(a)fixed project-based fees;
(b)monthly retainer fees;
(c)hourly advisory rates; or
(d)packaged advisory rates.

5.2

Invoicing. Invoices will be issued as specified in the Service Agreement. Unless otherwise agreed, payment is due within 7 (seven) calendar days of the invoice date.

5.3

Late Payment. Invoices not settled by the due date will accrue interest at a rate of 2% per month on the outstanding balance. The Company reserves the right to suspend Services if any invoice remains unpaid beyond 14 days after the due date.

5.4

Currency. Unless otherwise stated in the Service Agreement, all fees are denominated in Nigerian Naira (₦). International engagements may be invoiced in USD at the prevailing exchange rate.

5.5

Taxes. All fees are exclusive of applicable taxes. The Client is responsible for any withholding taxes, VAT, or other levies applicable to payments made to the Company under Nigerian law.

6.Intellectual Property

6.1

Company IP. All methodologies, frameworks, tools, templates, proprietary processes, and pre-existing materials used by PZ Nexa remain the exclusive intellectual property of the Company. Nothing in these Terms transfers ownership of Company IP to the Client.

6.2

Deliverables. Upon full payment of all fees, the Client is granted a non-exclusive, non-transferable license to use the Deliverables for their own internal business purposes. The Company retains the underlying intellectual property rights in all Deliverables.

6.3

Client Materials. The Client retains all intellectual property rights in materials, data, and information provided to the Company. The Client grants the Company a limited licence to use such materials solely for the purpose of performing the Services.

6.4

Portfolio Use. The Company reserves the right to reference the Client's name and a general description of the Engagement in its portfolio, case studies, and marketing materials, unless the Client expressly requests otherwise in writing.

7.Confidentiality

7.1

Each party agrees to maintain the confidentiality of the other's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law.

7.2

This obligation shall survive termination of the Engagement for a period of 3 (three) years.

7.3

Confidential Information does not include information that:

(a)is or becomes publicly known through no breach of this clause;
(b)was rightfully known by the receiving party prior to disclosure;
(c)is independently developed without reference to the Confidential Information; or
(d)is required to be disclosed by law or court order.

8.Limitation of Liability

8.1

PZ Nexa's total aggregate liability to the Client for any claims arising out of or in connection with an Engagement shall not exceed the total fees paid by the Client for the specific Engagement giving rise to the claim in the 12 months preceding the claim.

8.2

The Company shall not be liable for any:

(a)indirect, incidental, or consequential loss;
(b)loss of profit, revenue, or business opportunity;
(c)loss of data; or
(d)damage to reputation — arising from any Engagement or use of our Services, even if the Company was advised of the possibility of such loss.

8.3

The Company provides advisory services based on information available at the time of the Engagement. We do not guarantee specific business outcomes, revenue targets, investment rounds, or results from implementing our recommendations.

8.4

Nothing in these Terms excludes or limits liability for fraud, gross negligence, or willful misconduct.

9.Warranties and Disclaimers

9.1

The Company warrants that it will perform the Services with reasonable skill, care, and diligence.

9.2

Except as expressly stated, all Services are provided "as is" and "as available." We make no representations or warranties that our recommendations will produce any particular commercial outcome.

9.3

The Company does not provide legal, tax, or financial advice. Clients should seek qualified professional advice before making any legal, financial, or regulatory decisions.

10.Termination

10.1

By the Client. The Client may terminate an Engagement by providing 14 (fourteen) days' written notice. The Client shall pay for all work completed up to the date of termination, including any non-cancellable third-party costs incurred by the Company.

10.2

By the Company. The Company may terminate an Engagement immediately if:

(a)the Client breaches any material term of the applicable Service Agreement or these Terms;
(b)the Client fails to make payment after 14 days' notice; or
(c)continued performance would violate applicable law or ethics.

10.3

Effects of Termination. On termination, the Client shall promptly pay all outstanding fees. Clauses 6, 7, 8, 9, and 13 shall survive termination.

11.Website Use

11.1

Your use of www.pznexacol.com is subject to these Terms. You agree not to use the website to transmit harmful, unlawful, defamatory, or abusive content; attempt to gain unauthorised access to any part of our systems; or engage in any activity that disrupts or interferes with our website.

11.2

The Company reserves the right to modify, suspend, or discontinue the website at any time without notice.

11.3

The website may contain links to third-party sites. We are not responsible for the content, accuracy, or privacy practices of those sites.

12.Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, government restrictions, power failures, internet outages, civil unrest, or pandemic. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

13.Dispute Resolution

13.1

Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation within 14 days of written notice.

13.2

Mediation. If unresolved, the parties shall refer the dispute to mediation before a mutually agreed mediator.

13.3

Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004), seat: Lagos, Nigeria.

14.Governing Law

These Terms shall be governed by the laws of the Federal Republic of Nigeria. The parties submit to the jurisdiction of the courts of Lagos, Nigeria, subject to Clause 13.

15.General

15.1

Entire Agreement. These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties.

15.2

Severability. If any provision is held invalid, the remaining provisions continue in full force.

15.3

Waiver. Failure to enforce any right does not constitute a waiver of that right.

15.4

Assignment. The Client may not assign rights or obligations under these Terms without the Company's prior written consent.

15.5

Contact. For any queries regarding these Terms, contact us at hello@pznexa.com or visit www.pznexa.com.