This Online Client Access Terms and Conditions (“Agreement”) is made between Heartbeat Investments Ltd (the “Company”) and you (the “Client”) under the following terms and conditions:
1. Introduction
Please read these Terms and Conditions carefully. You are required to read and understand them before proceeding on this website or this product. Please note that proceeding to utilize this platform amounts to your consent to the terms and conditions contained herein.
The following terms and conditions shall govern the Heartbeat Online Portal Access Service.
2. Scope of Services
a. This Service allows the Client to:
i. Obtain information regarding the Client’s balances (cash and stock) as at the last date
of business with the Company.
ii. Obtain information concerning any instrument in clearing or any credit standing in the Client’s account as at the last date of transaction on the Client’s account.
iii. Give instructions on stock transactions (purchase/sale)
iv. Monitor execution of instructions
v. View market information and analysis
b. On receipt of the Client’s instructions, the Company shall endeavor to carry out the Client’s instructions promptly, save for unforeseen circumstances such as Act of God, Force Majeure, technology challenges, and other causes beyond the Company’s control.
c. Before the Online Access can be granted to the Client, he/she shall have the following:
i. An account with the Company
ii. Signed the Online Access “Terms and Agreement”
iii. An electronic device with internet access
iv. A functional E-mail address
d. The Client shall not disclose or allow access to his/her details to third parties.
e. The Client understands that his/her account code/user ID/password/e-mail shall be used to give and receive instructions to and from the Company.
3. Obligations of Client
a. The Client undertakes to be wholly responsible for safeguarding his/her user code, password, security pin and email access and under no circumstance shall the Client disclose any or all of these details to a third party or to the Company.
b. The Client undertakes that he/she shall ensure the confidentiality of his/her user code, password, and security pin by not reproducing same either in writing or in any other manner otherwise capable of making it known to persons other than the Client.
c. The Client expressly exempts the Company from any liability arising from any unauthorized access to the Client’s account and/or data as contained in the Company’s records via the Service, which arises as a result of the Client’s inability or otherwise to safeguard his/her user code and password and/or failure to log out of the system completely by allowing on screen display of his account information.
d. The Client further exempts the Company from any liability for breach of duty of confidentiality arising out of Client’s inability to diligently observe and implement the provisions of clause 4b, and/or instances of breach of such duty by hackers and other unauthorized access to the client’s account via the service.
e. The Client shall be responsible for changing his/her password on the Service regularly and observe due care in the management of the password.
f. The Client shall be responsible for the security of his/her email account as this is vital for communication with the Service.
g. The Client shall bear responsibility for any fraud, loss and/or liability to the Company or third party arising from usage of the Client’s user ID and password by a third party and other unauthorized access. Accordingly, the Company shall not be responsible for any fraud that arises from the usage of the Client’s user ID and/or password.
h. The Client warrants that under no circumstances shall the Company be held liable for any damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with this Service or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation, transmission, computer virus or line or system failure, even if the Company or its representatives thereof are advised of the possibility of such damages, or losses.
i. Losses or damages that arise out of the Client’s access of hyperlinks that leads to other internet resources are at the Client’s sole risk.
j. The Client warrants that the Company shall not be held responsible for any electronic virus that the Client may encounter in the course of making use of this Service.
k. Client’s right to use the Service is personal therefore Client agrees not to assign or make any commercial use of the Service. The Client agrees that documents printed from this Service shall not serve as official document for any purpose whatsoever unless authenticated by the Company.
l. The Client expressly undertakes and warrants that use of the Service is at his/her own risk. The Service is provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non- infringement.
m. Specifically, the Company makes no warranty that:
(i) the Service will meet Clients’ requirements
(ii) the Service will be uninterrupted, timely, secure, or error-free
(iii) the results that may be obtained from the use of the Service will be accurate or reliable
(iv) the quality of any products, services, information or other material obtained by the Client through the Service will meet Client’s expectations, and
(v) Any error in the technology will be corrected.
n. Any material downloaded or otherwise obtained through the use of the Service is done at Client’s discretion and risk and the Company shall not be responsible for any damage to Client’s computer system or loss of data resulting from the download of such material. No advice or information, whether oral or written, obtained by Client from the Company or through the Service shall create any warranty not expressly stated in these Terms and Conditions.
o. The Client agrees that the Company shall not be liable for damages, whether direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, or other intangible losses, even if the Company has been advised of the possibility of such damages, resulting from:
i. the use or the inability to use the Service
ii. the cost of getting substitute goods and services resulting from any products, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Service;
iii. unauthorized access to or alteration or transmission of data;
iv. statements or conduct of anyone on the Service; or
v. any other matter relating to the Service.
4. Intellectual Property Rights
The pages and all information and materials contained therein shall remain the property of the Company and Rights Providers and the same shall not be disseminated in any form whatsoever either electronically or in printed format to third parties. Only Client-related information should be printed for the personal use of the Client only.
5. Indemnification
Except when caused by the Company’s intentional misconduct or gross negligence, the Client agrees to defend, indemnify and hold harmless the Company and its affiliates and service providers from all third-party claims, liability, damages, expenses and costs (including, but not limited to, legal fees) caused by or arising from Client’s use of the Service, violation of the Terms and/or infringement by any other user of Client’s account, of any intellectual property or other right of anyone.
6. Service Changes and Discontinuation
The Company reserves the right to change or discontinue, temporarily or permanently, the Service, at any time without notice. In order to maintain the security and integrity of the Service, the Company may also suspend Client’s access to the Service at any time without notice. Client agrees that the company shall not be liable to the Client or any third party for any modification or discontinuation of the service.
7. Term
This Agreement shall commence on the date which the Client is first granted access to the Service (the “Effective Date”) and shall continue for as long as the Client has an account with the Company or the Client’s account is suspended or terminated by the Company.
8. Termination
a. Where the Client is in breach of the Terms and Conditions, the Company may terminate the Service for breach; provided that the Client has been given 5 (five) calendar days’ notice within which to rectify the breach. Where the Client fails to rectify the breach, the Termination shall take effect upon the expiration of the notice period.
b. Client may terminate the use of the platform by notifying the Company in writing.
c. Termination or suspension of the Service shall not relieve the Client from any obligations or outstanding fees due prior to the suspension or termination.
d. The Disclaimer and Dispute Resolution Clause shall survive termination.
9. Survival of Termination
Upon termination of the Service, in addition to any survival rights which may be expressly provided for herein, any provisions in this Agreement which expressly or by implication are to be in effect after such termination shall survive. All such provisions shall be binding for such period of time as may reasonably be required in order to give full effect to the intended application of such provision.
10. Dispute Resolution
a. It is agreed by the Parties that they shall employ their best endeavor and meet in good faith in an effort to resolve the dispute or ambiguity that may arise from this Agreement.
b. Where the Parties are unable to resolve the dispute within –(–) days of negotiation, the matter shall be referred to a mediation center and the Parties shall mutually appoint in writing a Mediator to facilitate the resolution of the dispute.
c. Where the mediator/conciliator is unable to settle the dispute arising out of or in connection with this Agreement within a period of twenty (20) calendar days from the date the dispute is submitted to him, the dispute shall be submitted to Arbitration which
award shall be binding on the Parties. A single arbitrator shall be appointed by both Parties and the arbitration process shall be in accordance with the provisions of the Arbitration and Conciliation Act, Laws of the Federation of Nigeria. The Parties hereby agree that the arbitration shall be in Lagos.
11. Confidential Information
a. During the course of the Services, each Party may be given access to information that
(i) relates to the other’s past, present, and future research, development, business activities, products, services, and technical knowledge which is of a confidential nature disclosed, furnished or communicated in writing, electronic, or in any other form whatsoever or (ii) has been identified as confidential, either through a prominent notation “Confidential” or similar term on written materials or, by a written confirmation that the information disclosed was confidential (“Confidential Information”). In connection therewith, the following subsections shall apply.
b. Confidential Information shall remain the sole property of the disclosing Party.
c. Confidential Information may be used by the receiving Party only in connection with the Services provided under this Agreement.
d. Each Party agrees to protect the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall it provide less than a reasonable level of protection. Access to Confidential Information by the receiving Party shall be restricted to those of the receiving Party’s personnel engaged in a use permitted thereby subject to restrictions on disclosure no less stringent than those set forth herein.
e. Confidential Information may not be copied or reproduced by the receiving Party
without the disclosing Party’s prior written consent.
f. Nothing in this Agreement shall prohibit or limit either Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies): (i) previously known to it without obligation of confidence,
(ii) independently developed by it, (iii) acquired by it from a third party which is not, to the knowledge of the receiving Party, under an obligation of confidence with respect to such information, or (iv) which is or becomes publicly available through no breach of this Agreement.
g. In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall provide prompt notice to the other Party of such receipt. The Party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to the extent permitted by law.
h. Each Party agrees that remedies at law may be inadequate to protect the other Party against any actual or threatened breach of the terms of this Clause, and, without prejudice to any other rights or remedies otherwise available, agrees to the granting of injunctive relief to the other Party without proof of actual damage.
12. Non-assignment
Neither this Agreement nor any of the rights, interests or obligations under the Agreement shall be assigned, in whole or in part, by operation of law or otherwise by the Client without the prior written consent of the Company.
13. Notice
All notices to the Client shall be in writing via the address the Client has provided to the Company or via the Client’s registered email address, all notices to the Company must be made in writing and sent to the Company’s address.
14. Independent Contractors
The Company and the Client are independent contractors, and thus, nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal, agent or master and servant, employer or employee between parties.
15. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, such provision shall be treated as severable, leaving the remaining provisions unimpaired, provided that such does not materially prejudice either party in their respective rights and obligations as contained in this Agreement.
16. Governing Law
The laws of the Federal Republic of Nigeria shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and obligations of the parties thereto.
17. Disclaimer
Carefully consider your investment objectives, the risks, charges and expenses involved in Investing in the Nigerian stock market. It’s important to note that in the same way profits can be made in the market, losses can also be made as well. This therefore implies that a good knowledge of the market is required before actively investing in the stock market. Kindly check through the resources available online and possibly the help resources on Heartbeat Investments Ltd website which will educate you on how to trade profitably in the stock market. Market volatility, trading volumes, system performance and other factors may delay system access and response times. Execution price, speed and liquidity are affected by many factors, including market volatility, size and type of order.