Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Terms”) govern your access to and use of the website located at www.fronthillcontrols.com (the “Website”) and all services provided by Fronthill Controls Limited (“Fronthill Controls”, “we”, “us”, or “our”), a company registered and operating under the laws of the Federal Republic of Nigeria.

By accessing the Website or engaging with any of our services, you agree to be legally bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease use of the Website and our services.

These Terms constitute a binding legal agreement between you (the “User”, “Client”, or “you”) and Fronthill Controls and are governed by Nigerian law, including but not limited to the Companies and Allied Matters Act (CAMA) 2020, the Consumer Protection Council Act, and all applicable federal and state regulations.

2. About Fronthill Controls

Fronthill Controls Limited is a certified systems integrator delivering intelligent Building Automation, Power and Energy Management, Life Safety, Security, and ELV solutions for high-performance facilities. Fronthill Controls is pioneering the transformation of Africa’s built environment — delivering fully integrated, carefully engineered systems across Hotels, Data Centres, Healthcare, Commercial Real Estate, Industrial Facilities, and Critical Infrastructure. We operate primarily in Nigeria.

3. Eligibility

By using this Website or engaging our services, you represent and warrant that:

• You are at least 18 years of age;
• You have the legal capacity and authority to enter into binding agreements;
• If you are acting on behalf of a corporate entity, you have been duly authorised to bind that entity to these Terms;
• Your use of the Website and services does not violate any applicable laws, regulations, or the rights of any third party.

4. Use of the Website

4.1 Permitted Use

You may use our Website for lawful purposes only. Permitted uses include browsing our service offerings, submitting enquiries, requesting quotations, accessing project information, and engaging with our content for legitimate business purposes.

4.2 Prohibited Conduct

You agree that you will not:

• Use the Website in any manner that is unlawful, fraudulent, or harmful to Fronthill Controls or any third party;
• Attempt to gain unauthorised access to our systems, servers, databases, or networks;
• Introduce viruses, malware, trojans, or any other malicious or technologically harmful material;
• Engage in any form of data scraping, harvesting, or automated querying without our prior written consent;
• Reproduce, duplicate, copy, sell, or exploit any portion of the Website or its content for commercial purposes without authorisation;
• Use the Website in any way that could damage, overload, impair, or compromise our systems or security;
• Impersonate Fronthill Controls, its employees, agents, or any other person or entity;
• Post or transmit any content that is defamatory, obscene, offensive, or in violation of any third-party rights.

5. Services and Engagements

5.1 Service Enquiries and Quotations

Submission of an enquiry or request for quotation through our Website or any other channel does not constitute a binding contract. A binding service agreement is only formed when both parties have executed a formal written contract, purchase order, or service agreement, and any required deposit or advance payment has been received and confirmed.

5.2 Scope of Services

The scope, timeline, deliverables, payment terms, and special conditions applicable to any specific engagement shall be set out in the relevant formal agreement between the parties. In the event of any conflict between these Terms and a specific service agreement, the terms of the specific agreement shall prevail in respect of that engagement.

5.3 Subcontracting

Fronthill Controls reserves the right to engage qualified subcontractors or specialist partners to assist in the delivery of services, without prejudice to our overall responsibility for service quality as agreed with the client.

6. Payment Terms

Unless otherwise agreed in a formal service agreement:

• All quotations are valid for a period of 30 days from the date of issue, unless otherwise stated;
• A deposit, as specified in the applicable quotation or contract, is required before commencement of any project;
• All amounts are quoted in Nigerian Naira (NGN) and are exclusive of applicable taxes, including Value Added Tax (VAT) at the prevailing rate under Nigerian law;
• Payment shall be made by bank transfer or such other payment method as we may specify;
• Late payments may attract interest charges at the rate prescribed by applicable Nigerian law or as agreed in the service contract;
• Fronthill Controls reserves the right to suspend or terminate services in the event of non-payment or material breach of payment obligations.

7. Intellectual Property

7.1 Ownership

All intellectual property rights in the Website, including but not limited to its design, layout, graphics, text, source code, trademarks, logos, and all other content, are owned by or licensed to Fronthill Controls. Nothing in these Terms shall be construed as transferring any intellectual property rights to you.

7.2 Limited Licence

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable licence to access and use the Website for its intended purposes. This licence does not permit you to copy, distribute, modify, create derivative works, or commercially exploit any content without our prior written consent.

7.3 Client Materials

You retain ownership of all materials, data, and intellectual property you provide to us in connection with a service engagement. By providing such materials, you grant us a non-exclusive licence to use them solely for the purposes of delivering the agreed services.

7.4 Deliverables

Ownership of deliverables produced under a specific engagement shall be governed by the terms of the relevant service agreement. In the absence of an express agreement, ownership shall vest in Fronthill Controls until full payment has been received, at which point it shall transfer to the client.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, commercial, or technical information disclosed in the course of an engagement. This obligation survives the termination of any service agreement and applies to both parties’ employees, agents, and subcontractors. Specific confidentiality obligations may be further detailed in a Non-Disclosure Agreement (NDA) or within the relevant service contract.

9. Disclaimer of Warranties

The Website and all information contained therein are provided on an “as is” and “as available” basis, without any representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Whilst we endeavour to ensure that information on the Website is accurate and up to date, we make no warranty that the Website will be error-free, uninterrupted, secure, or free from viruses or other harmful components. We reserve the right to modify, suspend, or discontinue any aspect of the Website at any time without notice.

Nothing in these Terms shall exclude or limit any warranty or liability that cannot be excluded or limited under applicable Nigerian consumer protection law.

10. Limitation of Liability

To the maximum extent permitted by Nigerian law, Fronthill Controls shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages arising from your use of or inability to use the Website or our services;
• Any loss of revenue, profit, data, business opportunity, or goodwill;
• Any damages arising from third-party content, links, or services accessible through or referenced on our Website;
• Any force majeure events including natural disasters, government actions, power outages, or internet service disruptions.

Our total aggregate liability to you in connection with any service engagement shall not exceed the total fees paid by you to Fronthill Controls in respect of that specific engagement in the 12 months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Fronthill Controls, its directors, officers, employees, agents, and partners from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Website or services in violation of these Terms;
• Your breach of any applicable law or regulation;
• Your infringement of any third-party rights, including intellectual property rights;
• Any content or materials you submit or provide to us.

12. Third-Party Links and Services

Our Website may contain links to third-party websites, resources, or services. Such links are provided for informational purposes only and do not constitute an endorsement by Fronthill Controls. We have no control over the content, privacy practices, or availability of third-party sites and assume no responsibility or liability for them. You access such third-party websites at your own risk.

13. Termination

We reserve the right to suspend or terminate your access to the Website or any of our services at any time, with or without notice, if we reasonably believe that you have violated these Terms, engaged in unlawful conduct, or posed a risk to our operations, systems, or other users.

Termination of access does not affect any rights or obligations that arose prior to termination, and all provisions of these Terms that by their nature should survive termination shall continue to apply, including but not limited to Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law).

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising from or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

14.2 Amicable Resolution

In the event of a dispute, both parties agree to first attempt to resolve the matter amicably through good-faith negotiation. Either party may initiate this process by providing written notice to the other party.

14.3 Arbitration

If the parties are unable to resolve the dispute amicably within 30 days of written notice, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 (Nigeria). The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English.

14.4 Jurisdiction

Without prejudice to the arbitration clause above, each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Federal Republic of Nigeria for the purpose of any preliminary injunctive or other urgent relief.

15. Changes to These Terms

We reserve the right to revise, update, or replace these Terms at any time. Changes will be posted on this page with an updated “Effective Date”. For material changes, we will endeavour to provide reasonable notice via the Website or by email. Your continued use of the Website or services after the effective date of any changes constitutes your acceptance of the revised Terms.

We encourage you to review these Terms periodically to stay informed of your rights and obligations.

16. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreement, constitute the entire agreement between you and Fronthill Controls with respect to your use of the Website and services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

17. Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitral tribunal to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

18. Waiver

No failure or delay by Fronthill Controls in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

19. Contact Information

For any questions, concerns, or notices in relation to these Terms, please contact us at:

Fronthill Controls Limited

Email: contact@fronthillcontrols.com

Website: www.fronthillcontrols.com