Terms of Use

In these Terms: “Client” means the person or organisation named as the client in the accepted quotation; “Project” means the project identified in the accepted quotation; “Assessment” means the preliminary feasibility service described in that quotation; “Assessment Fee” means the fee payable for the agreed Assessment, excluding any separately identified non-creditable costs unless the quotation states otherwise; “Final Report” means the final written report Axiom delivers for the Assessment; “Installation Contract” means a separate written agreement between the Client and Axiom for installation work; and “working day” means a day other than a Saturday, Sunday or public holiday in Nigeria.

These Terms apply to every Assessment and are incorporated into every Axiom quotation for an Assessment. A contract is formed when the Client accepts Axiom’s written quotation, either by signing it or by confirming acceptance in writing by email, and Axiom acknowledges that acceptance. Axiom begins work only when the conditions in clause 3 have been met, unless the accepted quotation expressly provides otherwise.

The Assessment evaluates the preliminary feasibility of the proposed architectural façade or kinetic system for the Project described in the quotation. The quotation states the agreed scope, deliverables, assumptions, information required from the Client, exclusions, fee and expected delivery date.

Depending on the accepted quotation, the Assessment may include preliminary wind analysis, screening-level computational fluid dynamics (CFD), code-based analysis, structural interface review, modelling, preliminary risk identification and indicative cost or programme information. No analysis, site inspection, measurement, testing, certification or other professional service is included unless it is expressly identified in the accepted quotation.

Engineering analysis forming part of an Assessment is carried out or supervised by an engineer registered with the Council for the Regulation of Engineering in Nigeria (COREN), or by a COREN-registered consulting firm engaged by Axiom, as required by applicable Nigerian law. The quotation and the Final Report identify the responsible engineer or consulting firm and their COREN registration particulars.

The Assessment is based on the information available and the assumptions stated in the report. It is preliminary and advisory and is not final structural design, a guarantee of suitability, construction approval, or a substitute for detailed design, professional verification or any statutory approval the Project requires.

Axiom determines the Assessment Fee after an initial review and confirms it in a written quotation. The fee is generally calculated at 0.75% to 3% of the estimated Project budget, or by another pricing method expressly stated in the quotation. This is Axiom’s commercial pricing basis and is not a statutory or industry-prescribed rate.

The quotation defines the Project budget used for any percentage calculation, including the currency, the date of the estimate, the cost categories included and excluded, and any other assumptions. It states the exact Assessment Fee and the applicable taxes. VAT is charged in addition, at the applicable rate, where required by law.

The Assessment Fee is quoted gross of withholding tax (WHT): it is the fee before any WHT deduction, and WHT is not an extra charge on top of it. Where the Client is legally required to deduct WHT, the Client must remit the deduction to the relevant tax authority and give Axiom the official evidence or credit note within 30 days after payment. The deducted amount is treated as paid to the extent supported by that evidence.

Unless the quotation expressly provides otherwise, Axiom begins the Assessment only after the Client has accepted the quotation, supplied the information reasonably required to start, and paid 100% of the Assessment Fee. The fee covers only the services identified in the quotation. Installation, fabrication, supply and other project work require a separate written agreement.

If the Client enters into a written Installation Contract with Axiom within 90 calendar days after the date of issue of the Final Report, Axiom will apply the Eligible Assessment Credit against the price payable under that Installation Contract. “Eligible Assessment Credit” means the Assessment Fee actually received by Axiom, including any WHT deducted and supported by the required official evidence, but excluding costs identified in the quotation as non-creditable.

Non-creditable items may include third-party costs, site visits, travel, testing and other separately charged items identified as non-creditable in the quotation. The quotation shows the Assessment Fee, any non-creditable items, the Eligible Assessment Credit and the expiry date of the credit. The Installation Contract shows the credit applied and the resulting contract price.

The credit is not payable in cash, is not transferable to another client or project, and expires if no qualifying Installation Contract is concluded within the 90-day period. The credit does not oblige Axiom to accept installation work; any installation remains subject to a mutually agreed scope, price, programme, technical requirements and a separate written contract.

The non-cash nature and expiry of the credit do not remove or limit any cancellation or refund entitlement under clause 11, or any right that cannot lawfully be excluded.

Unless expressly included in the quotation, the Assessment Fee excludes site visits, travel, site wind measurement, detailed CFD studies, prototype fabrication, laboratory or third-party testing, independent structural verification and other specialist services. Axiom will obtain the Client’s written approval before undertaking separately chargeable work or incurring additional costs on the Client’s behalf.

If the Client changes the Project brief, drawings, dimensions, site conditions or other material assumptions, Axiom may propose a revised scope, fee and delivery date. Additional work does not begin until the revised terms have been accepted in writing.

The Client will provide the drawings, specifications, models, site information and other information reasonably required for the Assessment, and disclose any known material limitations or inaccuracies in it. Axiom may rely on information supplied by the Client or third parties without independent verification where verification is outside the agreed scope.

Axiom will identify material assumptions and limitations in the report where reasonably practicable, and will tell the Client if it becomes aware of a material inconsistency that reasonably affects the Assessment. Investigation or verification outside the agreed scope requires a separate written agreement and may incur an additional fee.

The Client’s responsibility for the information it supplies does not relieve Axiom of responsibilities that cannot lawfully be excluded or that arise from Axiom’s own agreed obligations.

Axiom states an expected delivery date in the quotation. Delivery depends on receiving the complete information, decisions, access and approvals reasonably required from the Client. If these are delayed, the delivery date is extended by a reasonable period reflecting the delay and its effect on the work.

The report is an advisory feasibility assessment based on the agreed scope, the information available, the stated assumptions and the conditions identified at the assessment date. Unless expressly included in the quotation, it is not detailed engineering design, final structural verification, construction documentation, independent certification, statutory approval, or a guarantee of performance, cost or programme.

The report identifies material limitations and the further investigations, designs, tests or approvals Axiom considers necessary within the agreed scope. The Client must not treat preliminary findings as final construction instructions.

Indicative cost and programme information is valid for 90 calendar days from the date of issue of the Final Report, unless the report states otherwise. This period applies to the indicative cost and programme information and is not a guarantee that technical, site or market conditions will remain unchanged.

Technical findings are based on the Project brief, drawings, data, design assumptions and site conditions available at the assessment date. A material change may require further review. Axiom will advise where additional work is needed and agree any additional fee before undertaking it.

One round of reasonable clarifications about the issued report is included in the Assessment Fee, provided the request is made within 30 days after the date of issue of the Final Report and does not materially change the Project brief, the information supplied or the agreed scope.

Redesign, re-analysis, additional modelling and revisions resulting from material changes are quoted separately and require the Client’s written approval before work begins.

The Client may cancel the Assessment by written notice. If cancellation takes effect before Assessment work begins, Axiom will refund the payments received, less any costs the Client expressly authorised that were properly incurred before cancellation.

If cancellation takes effect after work has begun, Axiom may retain or charge for work properly performed and authorised costs incurred up to the effective cancellation date. Axiom will provide a reasonable breakdown of the amount retained and refund any balance due.

If Axiom is unable to perform the agreed Assessment and the parties do not agree an alternative arrangement, Axiom will refund amounts paid for work not performed.

The value of work performed is assessed by reference to completed deliverables, agreed work stages and any time-based rates or milestone allocations stated in the quotation. Axiom will not charge twice for the same work or recover costs it has not incurred. Any refund due is paid within the period stated in the quotation or, if none is stated, within 30 days after the effective cancellation date.

The parties may agree in writing to suspend or reschedule the Assessment. This clause is separate from, and is not affected by, the installation credit in clause 4.

Each party keeps ownership of the intellectual property it owned or controlled before the Assessment, including pre-existing drawings, models, methods, technical information and know-how. Subject to third-party rights and any express written agreement, Axiom keeps its rights in its pre-existing systems, proprietary methods, tools, design approaches, templates and know-how.

Once the Client has paid the Assessment Fee in full, Axiom grants the Client a non-exclusive, non-transferable licence to use the Final Report to evaluate the Project, for internal decision-making, for consultation with the Client’s appointed professional advisers, and to seek the relevant Project approvals.

The report does not authorise the Client or any third party to reproduce Axiom’s proprietary system designs, use Axiom’s confidential know-how to develop or manufacture an Axiom system, or commission another party to reproduce protected Axiom material. Any broader licence or assignment must be expressly agreed in writing.

Each party will use the other party’s confidential information only for the Assessment and the Project, and take reasonable steps to prevent its unauthorised disclosure. Axiom may disclose relevant information to its employees, professional advisers, subcontractors, the responsible engineer or consulting firm, and specialist service providers who need it for the Assessment, subject to appropriate confidentiality obligations. Any disclosure of personal data follows Axiom’s Privacy Policy.

Confidentiality does not apply to information that is lawfully public, was already lawfully known to the receiving party without restriction, is independently developed without use of the confidential information, or must be disclosed by law or a competent authority. Where legally permitted, the receiving party will give reasonable notice of a required disclosure.

The parties may enter into a separate non-disclosure agreement. Nothing in this clause allows Axiom to use identifiable Project materials for marketing, portfolio or case-study purposes without the Client’s separate written permission.

Nothing in these Terms excludes or restricts liability for fraud or fraudulent misrepresentation, for wilful misconduct, for death or personal injury caused by negligence, or any other liability to the extent it cannot lawfully be excluded or restricted.

Subject to the preceding paragraph and to the extent permitted by law, Axiom is not liable for indirect or consequential loss, loss of profit or loss of opportunity, or for loss to the extent it is caused by the Client’s or a third party’s decision to proceed without obtaining the further design, verification or approvals identified as necessary in the report. This exclusion does not relieve Axiom of its own obligations under the agreed scope.

Subject to the first paragraph, Axiom’s total aggregate liability arising out of or in connection with an Assessment will not exceed the Assessment Fee paid, unless a different limit is expressly stated in the accepted quotation or a separately signed agreement.

The Client will take reasonable steps to mitigate any loss for which it seeks recovery.

If the Client does not provide information, access, decisions or payment reasonably required for the Assessment within 30 days after Axiom’s written request, Axiom may suspend the Assessment by written notice and the delivery date is extended accordingly. If the delay continues for a further 60 days, Axiom may, by written notice, either issue a report on the information then available, stating its limitations, or close the Assessment and charge for work performed under clause 11.

The report is prepared for the Client only. No other person, including a lender, investor, insurer, purchaser or tenant, may rely on it without a reliance letter issued by Axiom in writing, which may be subject to separate terms and fees. This clause does not exclude any liability that cannot lawfully be excluded.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, civil unrest, government action, or failures of power, transport or communications, provided it notifies the other party promptly and takes reasonable steps to limit the effect. Payment obligations for work already performed are not suspended. If the event continues for more than 60 days, either party may end the Assessment by written notice, and clause 11 applies.

Neither party may assign or transfer the contract without the other party’s written consent, which will not be unreasonably withheld. Axiom may subcontract specialist parts of the Assessment, such as engineering analysis by a COREN-registered consulting firm, testing, detailed CFD or independent verification, to suitably qualified providers. Axiom remains responsible to the Client for subcontracted work as if it had performed it, subject to applicable law and the agreed scope.

Formal notices must be in writing and sent by email or delivered by hand or courier. Notices to Axiom must be sent to info@axiominfrasystems.com or delivered to its registered office at 9A Constitution Avenue, Abuja, Federal Capital Territory, Nigeria. Notices to the Client must be sent to the email or postal address in the accepted quotation.

An email notice takes effect when sent, unless the sender receives a delivery-failure message. If it is sent outside 9:00 to 17:00 on a working day, it takes effect at 9:00 on the next working day. A notice delivered by hand or courier takes effect on delivery.

The accepted quotation, these Terms and any signed agreement relating to the Assessment form the entire agreement for that Assessment and replace earlier discussions and proposals about it. Nothing in this clause limits liability for fraudulent misrepresentation or any liability that cannot lawfully be excluded.

If a provision is invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law. A failure or delay in enforcing a right is not a waiver of it.

Provisions concerning fees due, the installation credit, intellectual property and permitted use, confidentiality, limitation of liability, third-party reliance, notices, governing law and disputes, and any other provision intended by its nature to continue, survive completion or cancellation of the Assessment.

These Terms and each Assessment are governed by the laws of the Federal Republic of Nigeria. Either party may give written notice of a dispute. Senior representatives of both parties will meet, in person or online, within 14 days after the notice to try to resolve it in good faith.

If the dispute is not resolved within 30 days after the notice, the parties shall refer it to mediation in Abuja, through the FCT Multi-Door Courthouse or before a mediator the parties agree, under the Arbitration and Mediation Act 2023. If the parties cannot agree a mediator within 10 days, the mediator will be appointed by the FCT Multi-Door Courthouse. Both parties will take part in good faith.

If the dispute is not settled within 30 days after the mediator is appointed, or a longer period the parties agree in writing, either party may commence proceedings before the courts of competent jurisdiction sitting in Abuja, FCT. Nothing in this clause prevents either party from seeking urgent interim relief or exercising a statutory right that cannot lawfully be excluded.

Axiom Infrastructure Systems Limited, 9A Constitution Avenue, Abuja, Federal Capital Territory, Nigeria.
Assessment and contractual notices: info@axiominfrasystems.com
Privacy matters: privacy@axiominfrasystems.com
Telephone: +234 803 179 8313