Terms & Services

1.2 Acceptance of Terms

By accessing, browsing, or using the Website, registering for an account, submitting a Letter of Intent (LOI), engaging our Services, or clicking "I Agree" where presented, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately discontinue use of the Website and Services.

1.3 Authority to Bind

If you are accessing or using the Website or Services on behalf of a company, corporation, partnership, or other legal entity ("Organization"), you represent and warrant that you have the legal authority to bind that Organization to these Terms, and "you" and "your" shall refer to that Organization.

1.4 Amendments

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. Material changes will be notified via:

• Prominent notice on the Website homepage
• Email notification to registered users
• Update to the "Last Updated" date above

Continued use after such changes constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1.5 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles. Any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria, unless otherwise agreed in writing by the parties.

1.6 Severability

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

4.2 Mandate Representation

Subject to execution of a Mandate Agreement, JAMAZAVI may act as an authorized representative or mandate for refineries and suppliers to:

• • Source and qualify Buyers for specific Petroleum Products;
• • Negotiate pricing, volumes, delivery terms, and payment structures on behalf of the principal (within authorized parameters);
• • Facilitate contract drafting and legal review;
• • Coordinate transaction execution, logistics, and payment collection.

4.3 Logistics and Supply Chain Coordination

JAMAZAVI may coordinate, but does not directly operate, logistics services including:

• • Vessel chartering and shipping arrangements;
• • Port operations, customs clearance, and terminal handling;
• • Tank farm storage and inland transportation;
• • Product inspection, sampling, and quality certification.

All logistics services are performed by third-party contractors and service providers. JAMAZAVI acts as a coordinator and facilitator, not as a carrier, warehouse operator, or direct logistics provider, unless expressly agreed otherwise in a separate written contract.

4.4 Market Intelligence and Advisory

JAMAZAVI provides market intelligence, pricing analysis, and strategic advisory services including:

• • Petroleum market trend reports and price forecasts;
• • Competitive landscape analysis;
• • Regulatory update briefings;
• • Supply chain optimization recommendations.

All advisory services are for informational purposes only and do not constitute investment, financial, or legal advice. You should seek independent professional advice before making business decisions.

4.5 Commission-Based Model

Unless otherwise agreed in writing, JAMAZAVI's Services are provided on a commission basis:

• • No upfront fees, retainers, or subscription charges for buyer-sourcing services;
• • Commission is earned only upon successful completion of a transaction (confirmed buyer payment to supplier);
• • Commission rates, calculation methodology, and payment terms are specified in the applicable Mandate Agreement or Commission Agreement;
• • Commission is typically paid by the refinery/supplier (seller side), not by the Buyer.

4.6 No Guarantee of Transactions

JAMAZAVI does not guarantee:

• • That any Buyer will successfully enter into a Supply Agreement;
• • Specific pricing, volumes, or delivery timelines;
• • Product availability or allocation from any refinery or supplier;
• • The creditworthiness, performance, or solvency of any Buyer, supplier, or third party.

All transactions are subject to separate negotiations, due diligence, and contractual agreements between the relevant parties.

5.2 LOI Content and Submission

By submitting an LOI, you represent and warrant that:

• • All information provided is true, accurate, and not misleading;
• • You have the authority to submit the LOI on behalf of your Organization;
• • You hold or are in the process of obtaining all necessary licenses and permits for petroleum product importation, distribution, or consumption;
• • You have the financial capacity to fulfill the volumes and payment terms indicated;
• • You understand that the LOI does not create any legal obligation to purchase or supply products.

5.3 Use of LOI Information

JAMAZAVI may use LOI information to:

• • Aggregate demand and negotiate with refineries and suppliers;
• • Prepare tailored supply proposals and pricing indications;
• • Conduct due diligence and credit assessments;
• • Support mandate applications and allocation requests.

LOI information shall be treated as Confidential Information in accordance with Section 9.

7.2 Supplier/Refinery Commissions

Commission arrangements with refineries, suppliers, and sellers are governed by separate Mandate Agreements or Commission Agreements. Commission rates, calculation basis, payment triggers, and settlement terms shall be specified in such agreements.

7.3 Payment Terms

Where JAMAZAVI is entitled to fees or commissions:

• • Invoices shall be issued in accordance with the applicable agreement;
• • Payment is due within the timeframe specified in the invoice or agreement;
• • Late payments may incur interest at the rate specified in the agreement or, if unspecified, at the prevailing Central Bank of Nigeria lending rate plus 5% per annum;
• • All payments shall be made in the currency specified in the agreement (typically USD or NGN).

7.4 Taxes and Withholding

All fees and commissions are exclusive of applicable taxes, duties, and withholding obligations unless otherwise stated. You are responsible for:

• • Paying all applicable taxes, VAT, GST, or withholding taxes;
• • Providing valid tax identification numbers and tax residency certificates;
• • Complying with transfer pricing and anti-avoidance regulations.

JAMAZAVI shall issue tax invoices and comply with applicable tax reporting obligations.

7.5 Disputed Payments

If you dispute any invoice or commission calculation, you must:

• • Notify JAMAZAVI in writing within 14 days of the invoice date;
• • Provide detailed reasons and supporting documentation for the dispute;
• • Pay the undisputed portion pending resolution.

Failure to dispute within 14 days constitutes acceptance of the invoice.

8.2 License to Use

Subject to your compliance with these Terms, JAMAZAVI grants you a limited, non-exclusive, non-transferable, revocable license to:

• • Access and use the Website for legitimate business purposes;
• • Download and print materials for your internal business use only;
• • Share public-facing content (e.g., blog posts, market reports) with attribution to JAMAZAVI.

8.3 Restrictions

You may not:

• • Reproduce, distribute, or publicly display Website content without authorization;
• • Create derivative works or compilations using Website content;
• • Use JAMAZAVI trademarks, logos, or branding without written permission;
• • Register domain names, social media handles, or business names that infringe on JAMAZAVI's intellectual property.

8.4 User Content

By submitting content to the Website (e.g., LOIs, feedback, comments), you grant JAMAZAVI a worldwide, royalty-free, perpetual, irrevocable license to:

• • Use, reproduce, modify, adapt, and display such content for the purposes of providing and improving Services;
• • Aggregate and anonymize data for market research and business intelligence;
• • Share necessary information with refineries, suppliers, and service providers as described in our Privacy Policy.

You represent that you have the right to grant this license and that your content does not infringe third-party rights.

9.2 Scope of Confidential Information

Confidential Information includes but is not limited to:

• • Pricing structures, margins, and commission arrangements;
• • Buyer lists, supplier relationships, and transaction volumes;
• • Business strategies, market plans, and expansion targets;
• • Technical specifications, product formulations, and refinery processes;
• • Financial statements, credit reports, and due diligence materials;
• • Personal data and identity information of personnel and representatives;
• • Draft contracts, negotiations, and legal strategies.

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• • Is or becomes publicly available through no breach by the Receiving Party;
• • Was already known to the Receiving Party prior to disclosure;
• • Is independently developed by the Receiving Party without use of Confidential Information;
• • Is required to be disclosed by law, court order, or regulatory authority (provided prompt notice is given to the Disclosing Party).

9.4 Duration

Confidentiality obligations shall survive termination of these Terms or any agreement for a period of five (5) years, or indefinitely for trade secrets and personal data subject to applicable law.

9.5 Remedies

The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in addition to damages.

10.2 No Liability for Third Parties

10.3 Limitation of Liability

10.4 Indemnification

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

• • Your breach of these Terms or any applicable agreement;
• • Your violation of any law, regulation, or third-party rights;
• • Your negligence, misconduct, or fraud;
• • Any transaction between you and a third party introduced through our Services;
• • Any tax obligations, penalties, or assessments arising from your activities.

11.2 Notification and Mitigation

The affected party shall:

• • Notify the other party promptly upon becoming aware of the Force Majeure event;
• • Provide reasonable details of the event and its expected duration;
• • Use commercially reasonable efforts to mitigate the impact and resume performance.

11.3 Termination for Extended Force Majeure

If Force Majeure persists for more than sixty (60) consecutive days, either party may terminate the affected Services or agreements by written notice, without penalty, except for accrued obligations.

12.2 Mediation

If negotiations fail within thirty (30) days, the parties shall submit the dispute to mediation under the rules of the Lagos Court of Arbitration (LCA) or another mutually agreed mediation institution. Mediation shall be conducted in Lagos, Nigeria, in English.

12.3 Arbitration

If mediation fails within sixty (60) days of commencement, the dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004 (as amended). Arbitration shall be conducted by a sole arbitrator or three arbitrators (as agreed by the parties) under LCA rules. The seat of arbitration shall be Lagos, Nigeria. The language shall be English. The arbitral award shall be final and binding.

12.4 Exceptions

Notwithstanding the above, either party may seek urgent interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm, pending resolution through negotiation, mediation, or arbitration.

13.2 Termination by JAMAZAVI

JAMAZAVI may suspend or terminate your access to the Website and Services, with or without cause, by providing written notice:

• • Immediately, for breaches of Sections 3 (Eligibility), 6 (Prohibited Conduct), or 9 (Confidentiality);
• • With thirty (30) days' notice, for convenience or business reasons.

13.3 Effects of Termination

Upon termination:

• • All licenses and permissions granted to you shall cease;
• • You must immediately cease using Website content and Confidential Information;
• • JAMAZAVI may retain your data as required by law or for legitimate business purposes (e.g., regulatory compliance, dispute resolution);
• • Surviving provisions (confidentiality, liability, indemnity, dispute resolution) shall remain in effect.

14.2 Waiver

No waiver of any provision shall be effective unless in writing signed by the waiving party. Failure to enforce any right shall not constitute a waiver.

14.3 Assignment

You may not assign or transfer these Terms without JAMAZAVI's prior written consent. JAMAZAVI may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 Notices

All notices shall be in writing and delivered to:

• • JAMAZAVI: Orchid Road, Lekki or info@jamazavi-petroleum-energy.com
• • You: The address or email associated with your User Account

Notices shall be deemed received upon personal delivery, email confirmation of receipt, or five (5) business days after postage.

14.5 Third-Party Beneficiaries

These Terms do not create rights enforceable by third parties, except for JAMAZAVI's Affiliates and indemnified parties.

14.6 Headings

Headings are for convenience only and do not affect interpretation.