These Terms of Service, together with any policies, guidelines, or agreements incorporated by reference (collectively, the "Terms"), constitute a legally binding agreement between you ("you," "your," or "User") and BlackCircle Ltd, a company incorporated under the laws of the Federal Republic of Nigeria with RC number 8901137, whose registered office is at Mansard Place, Plot 927/928 Bishop Aboyade Cole, Victoria Island, Lagos, Nigeria, trading as BlackCircle ("BlackCircle," "the Company," "we," "us," or "our").
"Site" means the website located at blackcircle.africa and any successor or related domains, subdomains, or applications operated by BlackCircle. "Content" means all text, data, research, commentary, graphics, designs, trademarks, and other materials made available on or through the Site. "Services" means the Site and any research, intelligence, treasury, fund administration, institutional programme, advisory, or other product or service now or in the future made available by BlackCircle, whether through the Site or otherwise.
By accessing or using the Site or any Service, or by otherwise indicating your acceptance (including electronically), you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms in their entirety, you must not access or use the Site or any Service. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" and "your" will refer to that organization.
By accessing or using the Site or any Service, you represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher, and that you have the legal capacity to enter into a binding agreement. You further represent that your use of the Site and any Service does not violate any law or regulation applicable to you, including any law or regulation of the jurisdiction from which you access the Site.
The Content available on the Site, including our research, commentary, and market intelligence, is provided for general informational purposes only and does not constitute investment, financial, legal, tax, accounting, or other professional advice, nor an offer, solicitation, invitation, or recommendation to buy, sell, hold, subscribe for, or otherwise deal in any security, financial instrument, currency, product, or investment of any kind, in any jurisdiction. No Content is, or should be construed as, personalized to the particular investment objectives, financial situation, or risk tolerance of any recipient, and no Content should be relied upon as the sole basis for any investment or business decision.
Investments and financial instruments are subject to risk, including the risk of loss of some or all invested capital, and past performance is not indicative of, and does not guarantee, future results. You are solely responsible for evaluating the merits and risks associated with any use of the Content, and you should seek the advice of independent, licensed, and qualified professionals before making any investment, financial, legal, tax, or business decision.
The scope of the Services offered by BlackCircle may change, expand, contract, or otherwise evolve over time at BlackCircle's sole discretion, and BlackCircle reserves the right, at any time and without liability to you, to add, modify, suspend, or discontinue any part of the Site or any Service, whether temporarily or permanently, with or without notice. Where BlackCircle provides a specific engagement, product, or paid service (including, without limitation, treasury solutions, fund administration solutions, or institutional programmes), the scope, deliverables, fees, and any additional terms applicable to that engagement, including any disclosures relevant to the nature of that engagement, will be set out in a separate agreement, statement of work, order form, or engagement letter between you and BlackCircle (a "Service Agreement"). In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall govern solely with respect to the subject matter of that engagement, and these Terms shall continue to govern in all other respects.
Access to certain areas of the Site and to certain Content, including our published market commentary, is currently made available free of charge. BlackCircle reserves the right to introduce fees, subscriptions, or paywalls for any Content or Service at any time, with such notice as BlackCircle considers reasonable in the circumstances, and your continued use of any such Content or Service following the introduction of fees will constitute your acceptance of those fees.
Where a Service is provided under a Service Agreement, all fees, invoicing terms, payment methods, and currency shall be as set out in that Service Agreement. Except as otherwise stated in a Service Agreement: (a) all fees are exclusive of applicable taxes, levies, duties, and withholding obligations, which shall be borne by you; (b) fees are payable in full without deduction, set-off, or counterclaim; (c) amounts not paid when due may accrue interest at the maximum rate permitted by applicable law and BlackCircle may suspend the relevant Service until payment is received in full; and (d) all fees paid are non-refundable except where expressly agreed in writing or required by applicable law. BlackCircle may change its fees prospectively at any time by providing notice through the Site, by email, or through the relevant Service Agreement, as applicable.
You agree that you shall not, and shall not permit or assist any third party to: (a) access or attempt to access any part of the Site, Service, or BlackCircle's systems or data without authorization, including by circumventing any security or access control measure; (b) use any robot, spider, scraper, or other automated means to access, monitor, copy, or extract any portion of the Site or Content without BlackCircle's prior written consent; (c) reproduce, distribute, publish, publicly display, sell, license, sublicense, rent, lease, or otherwise commercially exploit any Content, in whole or in part, except as expressly permitted under these Terms or a Service Agreement; (d) remove, obscure, or alter any proprietary notice appearing on the Site or in the Content; (e) interfere with or disrupt the integrity or performance of the Site or any Service, including by introducing any virus, malware, or other harmful code; (f) submit false, misleading, incomplete, or fraudulent information through any form, feature, or communication channel on the Site; (g) misrepresent your identity or affiliation with any person or entity; or (h) use the Site or any Service in violation of any applicable law, regulation, or the intellectual property, privacy, or other rights of any third party.
The Site and all Content are, and shall remain, the exclusive property of BlackCircle Ltd or its licensors, and are protected by Nigerian and international copyright, trademark, database, and other intellectual property laws. Except for the limited license expressly granted below, no right, title, or interest in or to the Site or any Content is transferred to you, and all rights not expressly granted are reserved by BlackCircle.
Subject to your compliance with these Terms, BlackCircle grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and view the Content on the Site solely for your own personal or, where applicable, internal business informational purposes, and not for resale, redistribution, or any other commercial purpose. Any use of the Content beyond the scope of this licence, including systematic retrieval, reproduction, or redistribution of Content, whether for commercial gain or not, requires BlackCircle's prior written consent. The name "BlackCircle" and associated logos and marks are trademarks of BlackCircle Ltd, and no licence is granted to use them without BlackCircle's prior written consent.
The Site may contain links to, or reference data, commentary, or content sourced from, third-party websites, publications, or providers ("Third-Party Content"). Such links and references are provided for convenience only. BlackCircle does not control, endorse, warrant, or assume any responsibility for any Third-Party Content, and your access to or reliance on any Third-Party Content is entirely at your own risk. Inclusion of a link or reference to Third-Party Content does not imply any affiliation, sponsorship, or endorsement by BlackCircle.
Where BlackCircle discloses to you, or you become aware of, any non-public information relating to BlackCircle's business, methodology, pricing, clients, or systems in the course of using the Site or any Service, you agree to hold that information in confidence and not to disclose it to any third party or use it other than for the purpose for which it was provided, except to the extent such information is or becomes publicly available other than through your breach, or disclosure is required by applicable law or a competent regulatory or judicial authority.
The Site, all Content, and all Services are provided on an "as is" and "as available" basis, without warranty of any kind, whether express, implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, timeliness, or availability. BlackCircle does not warrant that the Site or any Service will be uninterrupted, secure, or error-free, that any defect will be corrected, or that the Site or the servers that make it available are free of viruses or other harmful components.
BlackCircle does not warrant or make any representation regarding the accuracy, reliability, completeness, or timeliness of any Content, including any market data, research, or commentary, whether originated by BlackCircle or obtained from third-party sources, and any reliance you place on such Content is at your sole risk. No advice or information, whether oral or written, obtained by you from BlackCircle or through the Site shall create any warranty not expressly stated in these Terms.
To the fullest extent permitted by applicable law, in no event shall BlackCircle Ltd, its directors, officers, employees, agents, licensors, or advisors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including, without limitation, damages for loss of profits, revenue, business, goodwill, use, data, or other intangible losses, arising out of or in connection with your access to, use of, or inability to access or use, the Site, any Content, or any Service, or any decision made or action taken in reliance on any Content, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not BlackCircle has been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, BlackCircle's aggregate liability to you for any and all claims arising out of or relating to these Terms, the Site, or any Service shall not exceed, in total, the greater of (a) the total fees actually paid by you to BlackCircle for the specific Service giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred thousand naira (NGN 100,000). Nothing in these Terms shall be construed to exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
You agree to defend, indemnify, and hold harmless BlackCircle Ltd, its directors, officers, employees, agents, and advisors from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) your access to or use of the Site, Content, or any Service; (b) your violation of these Terms or any applicable law; (c) your violation of any right of any third party; or (d) any information or content you submit, post, or transmit through the Site.
These Terms take effect upon your first access to or use of the Site and remain in effect for so long as you continue to access or use the Site or any Service. BlackCircle may, at its sole discretion and without liability to you, suspend or terminate your access to the Site or any Service, in whole or in part, with or without notice, if BlackCircle reasonably believes that you have breached these Terms, engaged in fraudulent or unlawful conduct, or otherwise posed a risk to BlackCircle, other users, or any third party. Sections 3, 5 through 11, and 13 through 16 of these Terms shall survive any termination of your access to the Site or any Service.
These Terms, and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts sitting in Lagos State, Nigeria, to settle any such dispute or claim, save that BlackCircle may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Entire agreement. These Terms, together with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and BlackCircle regarding your use of the Site and the Services, and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral, on that subject.
Severability. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.
No waiver. No failure or delay by BlackCircle in exercising any right, power, or remedy under these Terms shall operate as a waiver of that or any other right, power, or remedy, nor shall any single or partial exercise preclude any further exercise.
Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without BlackCircle's prior written consent. BlackCircle may assign, transfer, or delegate these Terms, in whole or in part, without restriction, including in connection with any merger, acquisition, reorganization, or sale of assets.
Force majeure. BlackCircle shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, civil unrest, act of government, labour dispute, internet or telecommunications failure, or failure of any third-party service provider.
No third-party beneficiaries. Except as expressly stated, these Terms do not confer any right or benefit on any person who is not a party to them.
Relationship of the parties. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship between you and BlackCircle.
BlackCircle may amend these Terms from time to time, in its sole discretion, to reflect changes in its business, Services, or applicable law. The amended Terms will be posted on this page together with a revised effective date, and, where BlackCircle determines the change to be material, BlackCircle will use reasonable efforts to provide additional notice, such as by a notice on the Site. Your continued access to or use of the Site or any Service following the posting of amended Terms constitutes your acceptance of those amended Terms.
Any notice required or permitted to be given under these Terms shall be in writing and delivered to BlackCircle at hello@blackcircle.africa or Mansard Place, Plot 927/928 Bishop Aboyade Cole, Victoria Island, Lagos, Nigeria. BlackCircle may provide notices to you via the Site, or, where you have provided one, the email address associated with your enquiry or engagement.
