TERMS OF SERVICE

Pennee is a company focused on reward based crowd-funding. These terms & conditions ("Terms and Conditions") apply to the site of Pennee, and all of its divisions, subsidiaries, and affiliates operated internet sites which reference these Terms and Conditions. For the purposes of this website, “seller”, “we”, “us” and “our” all refer to pennee.co (hereinafter referred to as “the Company”).
Pennee reserves the right to change, modify, or remove portions of these terms and conditions at any time. Changes will be effective when posted on Pennee’s site and may have no other notice provided. Kindly check the Terms and Conditions regularly for updates. Your continued use of Pennee’s site following the posting of changes to these Terms and Conditions constitutes your acceptance of those changes. Please review the Terms and Conditions listed below diligently prior to using this website as your use of the website indicates your agreement to be wholly bound by its Terms and Conditions without modification. You agree that if you are unsure of the meaning of any part of these Terms and Conditions or have any questions regarding the Terms and Conditions, you will not hesitate to contact us on contact@pennee.co

TERMS AND CONDITIONS OF USE

1.1. Definition of Terms
In these Terms the following definitions apply:

"Agreement" means the contract pursuant to which the Company agrees to provide Services to the Client in accordance with these Terms, whether such contract is verbal and/or in writing, including any contract between the Company and the Client which is contained in or evidenced by the terms of a separate contract between the Client and a third party. "Company” means Pennee which has been requested by the Client to provide Services or to which the Client has responded in relation to the provision of Services and shall unless the context requires otherwise include its officers, employees and agents.

"Client" means the party requesting the Services from the Company or responding to the Company in relation to the provision of the Services and shall unless the context requires otherwise include its officers, employees and agents. Where such party is acting as a Representative, references to the Client shall include the Principal. "Contract" means a contract or contracts, including but not limited to the sale and purchase of collateral free credits.

"Negotiations" means exchanges, whether verbal or in writing including via an electronic platform, conducted by or with the Company in relation to concluding a Contract.
"Parties" means together, the Company and the Client (each, a "Party").
"Representative" means a person or company (including but not limited to a ship manager, charterer, shipbroker or other agent) who is not a Principal but is involved in Negotiations or the conclusion of a Contract as an agent on behalf of a Principal.

2. Services provided by the Company to the Client

2.1.   The Company provides Services to the Client when engaged to do so by the Client whether in response to a request from the Client to the Company for Services or to the offer by the Company to the Client of Services. The Company's provision of Services is subject exclusively to these Terms which the Client acknowledges and accepts by its receipt of any Services of the Company.
2.2.   Depending upon what service or services the Company is engaged by the Client and agrees with the Client to provide, the Company may provide Brokering Services, Post Contract Services or Ancillary Services or a combination of the same.
2.3.   When engaged to provide Brokering Service:
2.3.1.   The Company will act as a broker in relation to Negotiations and Contracts.
2.3.2.   The role of the Company is to serve as a middle body between the Principal and any other and thereafter to assist the Principals and/or their Representatives in the negotiation and conclusion of Contracts between Principals.
2.3.3.   The Company shall not be responsible for the performance or non-performance by Principals or any other parties of Contracts concluded arising out of the Brokering Services provided.
2.3.4.   It is the Client's sole responsibility to decide (a) whether to enter a Contract with the proposed counterparty and if so on what terms; (b) to assess and ensure for itself the validity, binding nature or enforceability of a Contract or any relevant security and (c) to seek or obtain additional security in connection with the Contract which it may consider to be necessary. The Company takes no responsibility for these matters.

3. THE OBLIGATIONS AND RESPONSIBILITIES OF THE COMPANY

The Company will perform the Services: with the reasonable skill and care expected of a professional broker; and In accordance with any applicable law or laws governing the Services or their subject-matter. When providing Brokering Services the Company undertakes to pass on offers, counter-offers and other communications during Negotiations to and from the Client accurately and with reasonable promptness. When providing the Services, the Company may deal with Representatives or other intermediaries and not directly with the Principal. In such a case, the Company deals in good faith as to the authority such other party possesses or states that it possesses but does not give any warranty or guarantee or make any representation as to that authority or the existence or validity thereof.

Whenever the Company provides any information of any sort to the Client in respect of any person and whether in relation to a Negotiation, Contract or otherwise: The Company provides the information honestly and in good faith; The Company gives no warranty or guarantee or representation as to the accuracy or nature of any information provided; The Client warrants and represents to the Company that it does not and will not rely upon any such information as warranted, guaranteed or represented by the Company as being accurate or otherwise endorsed by the Company as to its content; The Client warrants and represents to the Company that it accepts that, notwithstanding the Services provided by the Company, it is at all times its sole obligation and responsibility to satisfy itself of any counterparty risk and decide whether to enter into a Contract with Pennee and on what terms. The obligations and responsibilities set out in this clause are the sole obligations and responsibilities of the Company towards the Client and any other conditions, terms or warranties of any kind and whether implied by law or under any statute are excluded (to the extent permissible in law or under any applicable statute).

THE OBLIGATIONS OF THE CLIENT

The Client will:
(i) Comply with these Terms in so far as they are applicable to it;
(ii) Observe good faith at all times in its dealings with the Company;
(iii) Comply with any applicable law or laws governing the Services or their subject-matter. In relation to information, instructions and assistance, The Client will provide with reasonable promptness all information, instructions and assistance which may be requested by the Company at any time in the performance of the Services; The Client will take all reasonable care to ensure that any information and instructions provided to the Company by it or on its behalf is accurate and complete in all respects and the Client confirms that the Company can rely upon the information and instructions for the purposes of and in connection with the Services; In the event that there is any change to any information or instructions provided to the Company, the Client will notify the Company of that change immediately. The Client undertakes and represents that the Company shall be entitled to accept, rely upon and act in accordance with any instructions and information received from the Client (whether verbal, written, or otherwise) in relation to any of the Services without enquiry as to the identity or authority of the person(s) giving or purporting to give such instructions and information. Where actions or message transmissions need to be taken by the Company by or within a certain time and the Company informs the Client of this, the Client will ensure that all necessary responses, information and instructions are provided by it to the Company in good and sufficient time to permit the Company to take such action or transmit such message as may be required prior to the relevant time limit. If the Company has requested the Client to use one or more specified e-mail addresses, the Client will use those e-mail addresses. In the event that the Client does not receive a prompt acknowledgement by the Company of receipt of time sensitive messages or claims documentation sent by the Client to the Company, the Client will contact the Company promptly to confirm receipt of such messages. The Company shall have no responsibility for a failure by it to take action in relation to information or instructions contained in a time-sensitive message or claims documentation sent by the Client unless it is sent to the correct e-mail address and receipt of the same has been expressly acknowledged by the Company. The Client will take all reasonable care to avoid inaccuracies or misrepresentations in any messages sent to or copied to the Client by the Company and will carefully review the same on receipt. The Client will promptly advise the Company of any errors or misrepresentations in them. The Client shall be solely responsible for any error or misrepresentation (and the consequences thereof) which could and should have been detected by such careful review by the Client and resulting from the failure properly to review messages and the Company shall be under no responsibility for the same. The Client undertakes and represents to the Company that neither the Services requested nor the Contract are unlawful and are not of a nature as could render the provision of the Services in breach of any relevant applicable law, including but not limited to: sanctions imposed by the applicable laws of the Federal Republic of Nigeria or any laws relating to money laundering, bribery and corruption. In the event that, at any time after the request for Services has been made by the Client or a Contract has been concluded, the Client becomes aware that the provision of the Services or the performance of the Contract is or has become or may be in breach of any such relevant law, the Client shall inform the Company immediately. The Client further undertakes, warrants and represents to the Company that: If it is acting as Principal, it has full power and authority to enter into the Contract arising from the Services; If it is acting as a Representative, it has the Principal's authority to make all offers, counter-offers, representations and communications and to conduct the Negotiations and to conclude a Contract on the Principal's behalf; It (if the Client is a Principal) or its Principal (if the Client is a Representative) has full and adequate resources to enter into and perform any Contract arising out of the Services. The Client further undertakes, warrants and represents to the Company that it enters into the Agreement with the Company in a commercial capacity and that with respect to the Agreement it is in all respects subject to civil and commercial law and that it irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to it.

LINKS AND THIRD PARTY WEBSITES

We may include links to third party websites at any time. However, the existence of a link to another website should not be considered as an affiliation or a partnership with a third party or viewed as an endorsement of a particular website unless explicitly stated otherwise. In the event the user follows a link to another website, he or she does so at his or her own risk. We accept no responsibility for any content, including, but not limited to, information, products and services, available on third party websites. Furthermore, we reserve the right to revoke our consent without notice

INTELLECTUAL PROPERTY

Both parties agree that all intellectual property rights and database rights, whether registered or unregistered, on the Pennee site and information content on the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, all software compilations, underlying source code and software shall remain at all times vested in us or our licensors. Use of such material will only be permitted as expressly authorized by us or our licensors. Any unauthorized use of the material and content of this website is strictly prohibited and you agree not to, or facilitate any third party to, copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.

CONFIDENTIALITY

Where a Party is given information (the "Receiving Party") stated by the other Party (the "Disclosing Party") to be of a confidential basis or where it is expressly agreed that a Contract is confidential (in either case "Confidential Information") the Receiving Party shall hold that Confidential Information in confidence and shall not disclose it to any other party without prior permission from the Disclosing Party. This obligation shall not however extend to information which (i) was already or becomes known to the Receiving Party through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation and (iii) the Receiving Party is obliged to disclose pursuant to an order of a court or other such authority. The Receiving Party may disclose Confidential Information to those of its officers, employees, Affiliates and professional advisers; (i) who reasonably need to receive the Confidential Information to enable the Receiving Party to perform the Services, (ii) who have been informed by the Receiving Party of the confidential nature of the Confidential Information and (iii) who reasonably need to receive the Confidential Information to market the Company's and its Affiliates' services to the Disclosing Party or its Affiliates. The Client consents to the Company including the Client's name, trademark and/or logo on the Company's website and other promotional materials for marketing purposes. In all cases the obligation of confidentiality shall be deemed to end one (1) year after the end of performance of the Contract in question or in the absence of a concluded Contract one year from the end of the Negotiations. If the Parties have entered into a non-disclosure agreement ("NDA") regarding the disclosure of Confidential Information, the terms and conditions of the NDA shall apply regarding such disclosure to the exclusion of this Clause.

MISCELLANEOUS

If any term of the Agreement including but not limited to any Clause of these Terms is held by any competent authority to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the other clauses in this Agreement and Terms shall not be affected. The Company shall provide the Services to the Client as an independent contractor and not as the Client's employee. Nothing in these Conditions shall constitute, or be deemed to constitute, a partnership or joint venture between the Parties for any purpose. The rights and remedies of the Company under the Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance or extension of time by the Company in asserting any such rights or remedies. A person, company or other legal entity that is not a party to the Agreement shall neither have nor acquire any rights in relation to the Agreement. The parties hereto may rescind or vary the Agreement, whether in whole or in part, without the consent of any third party. The Client agrees to be bound by these Terms to the exclusion of all warranties, conditions and other terms, whether express or implied, statutory or otherwise. The Company and its Group shall be entitled to the benefit of such implied terms as might ordinarily be held to apply to the Agreement for the protection of the Company. The Company has a general lien on all documents in its possession or control for all sums due from the Client to the Company whether arising out of the Contract, this Agreement or otherwise.
Nothing in these Terms shall prevent the Company from enforcing a clause conferring a benefit on them as a third party in the terms of a contract between the Client and a third party.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement between the Company and the Client and any dispute arising out of or in connection with the Agreement or these Terms or the Services or Third Party Services shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. “Any dispute arising out of or in connection with the interpretation of the provisions of this Agreement or the performance of the same, shall be submitted to the Lagos Court of Arbitration and shall be resolved under the Rules of the Lagos Court of Arbitration. The dispute shall be resolved by a sole arbitrator, except as otherwise agreed by the parties to be by a tribunal of three arbitrators. The appointment of the Arbitrator(s) shall be in accordance with the said Rules, and the Award/Decision of the arbitrator(s) shall be final and binding on the parties. The seat of the arbitration shall be Lagos, Nigeria and the language to be used in the arbitral proceedings shall be English”.

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