As of November 18, 2018
Ahoy! And welcome to Petrostations!
Petrostations is an online technology platform offered through the URL, www.petrostationsstations.com that establishes a network between fuel stations and customers. Our services enable an interaction between the fuel dispensers and automobiles in order to facilitate orders and payments. Petrostations features as a private limited liability company whose legal name is Mycoremobile Nigeria Limited incorporated under the laws of the Nigeria with a company registration number of RC965325 and registered address of 14 Osobogu Street, Port Harcourt, Rivers State. Capitalized terms used herein shall have the meaning ascribed to them in this Agreement.
This is our terms of service.
By using Petrostations or signing up for an account, you’re agreeing to Petrostations.com’ terms and conditions (the "Agreement") entered into by and between the company identified within this sign-up page ("Customer"). This Agreement sets forth the terms under which a Customer may utilize Customer Billing in conjunction with the Petrostations.com Service and the associated Petrostations’ Apps. Customer's use of Customer Billing is subject to this Agreement, as may be modified or updated by Petrostations.com from time to time, effective upon posting of an updated version of the Agreement at www.petrostations.com. Petrostations will provide Customer with a notice of any such modifications or updates via email and/or the Dashboard, and Customer is responsible for regularly reviewing the Agreement. Continued use of Customer Billing after any such modifications or updates shall constitute Customer's consent to such changes.
"Active Account" shall have the meaning set forth in Section 2.3.
"Administrator" shall have the meaning set forth in Section 3.1.
"Customer Billing" shall mean an enterprise billing and payment process for the Petrostations Service provided by Petrostations to the Customer hereunder for User Charges, with payment by Customer either (a) by direct charge to a Customer credit card, or (b) if Petrostations has approved monthly billing for Customer, subject to a monthly statement delivered by Petrostations to Customer on a monthly basis.
"Customer Card" shall have the meaning set forth in Section 2.1.
"Customer User" shall mean an individual authorized to use Customer Billing in connection with use of the Petrostations Services, and linked to Customer Billing via that individual's Active Account, each as identified by Customer to Petrostations as set forth in this Agreement.
"Dashboard" shall have the meaning set forth in Section 3.1.
"Dashboard Data" shall have the meaning set forth in Section 3.1.
"Data Protection Law" means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of the African Union, Economic Community of West African States and its member states, including the National Information Development Technology Agency Data Protection Guidelines 2013
"End User Terms" shall mean the terms and conditions applicable to all users of the Petrostations Service, available at www.petrostations.com/terms-conditions as may be updated by Petrostations from time to time.
"Linking Data" shall have the meaning set forth in Section 2.4.
"Monthly Statement" shall have the meaning set forth in Section 5.2.
"Monthly Billing" shall have the meaning set forth in Section 5.2.
"Personal Data" means any information Customer obtains from Petrostations in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to Dashboard Data as defined in Section 3.1, or that may otherwise be considered personal data.
"Proposed User" shall have the meaning set forth in Section 2.3.
"Service Fee" shall mean the service fees applicable to User Charges and/or Customer's use of the Petrostations Services, if any, as set forth on the account creation form associated with this Agreement or otherwise agreed to between Petrostations and Customer.
"Term" shall have the meaning set forth in Section 6.1.
"Petrostations App" shall mean Petrostations’ mobile application or mobile website (Petrostations.com) required for use of the Petrostations Service, as may be updated by Petrostations from time to time.
"Petrostations Service" shall mean Petrostations’ technology platform that, when used in conjunction with the PetrostationsApp, enables users to purchase on-demand fuel from independent fuel Stations.
"User Charges" shall mean charges incurred by Customer Users for refueling or other services obtained through the use of the Petrostations Service, including any applicable charges, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Petrostations Service.
The terms "controller", "data subject", "personal data", "processing “and "processor “as used in this Agreement have the meanings given in the NIDTA Data Protection Guidelines 2013
2. PROVISION OF SERVICES
2.1 Access to Services.
Upon execution of this Agreement, Petrostations will establish a Customer corporate account that will enable Customer to provide Customer Billing to authorized Customer Users with Active Accounts. As part of the corporate account, Customer agrees to provide and maintain during the Term one or more valid Customer credit card numbers (the "Customer Card") that may be charged for Customer Billing as set forth herein. Using such corporate account, Customer, at its discretion, may permit Customer Users with an Active Account to employ Customer Billing when using the Petrostations Service. Customer acknowledges a Customer User employing Customer Billing will be incurring User Charges to the account of Customer, and not to the Customer User's personal account or credit card, and Customer agrees to pay all User Charges incurred under Customer Billing, as well as any applicable Services Fees, in accordance with the terms and conditions of this Agreement. Subject to Customer's compliance with this Agreement, Petrostations agrees to use commercially reasonable efforts to provide the Petrostations Service and Customer Billing to Customer and the Customer Users as set forth herein.
2.2 Petrostations Policies.
Petrostations’ current policies and practices regarding the safety of all users of the Petrostations Service are available at www.petrostations.com
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PETROSTATIONS SERVICE IS A TECHNOLOGY PLATFORM THAT ENABLES ACCESS TO PURCHASE ON-DEMAND FUEL OR OTHER SERVICES PROVIDED BY INDEPENDENT FUEL STATIONS.PETROSTATIONS IS NOT A FUEL STEATION UNIT. PETROSTATIONS DOES NOT GUARANTEE AVAILABILITY OF FUEL OR ANY OTHER SERVICE, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT FUEL STATIONS OR OTHER PROVIDERS THAT MAY BE OBTAINED VIA THE PETROSTATIONS SERVICE.
2.3 Active Account Required.
(b) Customer acknowledges that certain Proposed Users may be suspended or banned from use of the Petrostations Service due to future or past violations of the End User Terms ("Violations"), and that Petrostations shall have no obligation or liability related to a Proposed User that is unable to obtain or maintain an Active Account for the purposes of Customer Billing hereunder due to Violations.
2.4 User Account Linking
(a) To enable Customer Billing for a Proposed User with an Active Account, Customer must provide Petrostations with (i) such Active Account holder's full name, (ii) the Active Account holder's email address on the top level domain of Customer (e.g., eokon@Customer.com), and (iii) other identifying information about the Active Account holder as reasonably requested by Petrostations("Linking Data"). Petrostations will use the Linking Data provided by Customer for the purpose of (x) authenticating the identified Active Account holder and linking such Active Account with the Customer Billing option to establish the Active Account holder as a Customer User, and (y) verifying the Customer Billing status of such Customer User from time to time during the Term (for more information see Annex 1). All Proposed Users invited to enable Customer Billing will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with Customer's account for Customer Billing. Upon the linking of Customer Billing to an Active Account, such Customer User shall be provided the option, on a refill by refill basis, to apply User Charges to either (A) such Customer User's personal credit card or (B) the Customer account via the Customer Billing option.
(b) Customer acknowledges that the verification and linking described in Section 2.4(a) will require Petrostations to contact each such Proposed User using the Linking Data, and Customer agrees to inform, and get all necessary consents from, each Proposed User for Petrostations to contact such Proposed User for the purpose of implementing the Customer Billing option in the applicable Active Account. Customer shall ensure that Linking Data provided to Petrostations is accurate and complete, and Petrostations shall not be liable to Customer, a Customer User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by Customer.
(c) Customer agrees to (i) notify each Proposed User that by linking Proposed User's personal Active Account with Customer's account for Customer Billing that Petrostations will provide Customer with detailed refill information for the purchase charged to Customer's account, and (ii) to obtain any necessary consent from each Customer User for Petrostations to share detailed refill information with Customer.
(d) A Customer User's personal account may be unlinked from Customer's account and the Customer Billing option at any time by (i) Customer unlinking such Customer User through the Dashboard, or (ii) the Customer User deleting the Customer Billing option from the Active Account.
2.5 Responsibility for User Activity.
Customer agrees that (a) Customer is responsible for all User Charges incurred by Customer Users on a then-current authorized Customer User list via the Customer Billing option, regardless of whether such User Charge was authorized between Customer User and Customer and (b) User Charges may be subject to price changes at any time, including, without limitation, occasional increases during periods of high demand as further described in the End User Terms. Further, Customer agrees that Petrostations shall not be responsible for User Charges incurred by a Customer User after Customer has attempted removal of such Customer User from the Customer Billing option to the extent Customer provides incomplete or inaccurate Customer User removal information via the Dashboard. Finally, as between Customer and Petrostations, Customer shall be responsible for the User Charges incurred due to fraudulent or other unpermitted activity on the part of Customer User's use of Customer Billing for the Petrostations Service. Customer shall notify Petrostations promptly upon discovery of fraudulent or unpermitted activity occurring under Customer's account.
Customer agrees to, and to cause all Customer Users to, use the Petrostations Service and PetrostationsApp solely as set forth in this Agreement and the End User Terms; provided, however, that in the event of a conflict between this Agreement and the End User terms with respect to Customer or any authorized Customer User employing Customer Billing with the Petrostations Service, the terms of this Agreement shall control. Petrostations reserves the right to suspend participation in Customer Billing to Customer and/or any Customer Users for violations of this Agreement or the End User Terms. In the event that a Customer User's Active Account is suspended or terminated pursuant to the End User Terms, such Customer User's access to Customer Billing shall also be suspended. Customer shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Petrostations Service or PetrostationsApp, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Petrostations Service or PetrostationsApp to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the PetrostationsApp for any usage of the Petrostations Service or (d) impose any additional fees or charges on a Customer User related to use of the Petrostations Service. Petrostations reserves all rights not expressly granted to Customer or Customer Users under this Agreement.
3. ACCOUNT ADMINISTRATION
3.1 Customer Dashboard.
Customer Dashboard. Customer shall be provided with access to Petrostations’ browser-based online dashboard for "Petrostations “customers ("Dashboard"). Petrostations’ primary contact with Customer shall be by way of Customer's administrator set forth on the account creation form associated with this Agreement ("Administrator"). Petrostations will inform the Administrator of Dashboard login credentials. The Dashboard will enable Customer to (a) view a current list of all Proposed Users who have been invited to, and Customer Users who have linked to, Customer Billing, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Customer User's access to Customer Billing, (d) view detailed refill information, which may include, without limitation, Customer User name together with purchase time and date, fuel price, service type, refill ID, ("Dashboard Data") and prepare and review activity reports using Dashboard Data, (e) disable all current Customer Users of Customer Billing, (f) manage and update the Customer Card on file, (g) review and manage payment statements, as applicable, (h) settle outstanding balances on the Customer account, and (i) view current, appoint new, and remove Administrators (for more information see Annex 2 ). Customer agrees to use Dashboard Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. Petrostations reserves the right to add, remove and update features and functionality of the Dashboard at any time.
Customer may appoint additional administrators at its discretion, and Petrostations will cooperate with Customer to inform new administrators of Dashboard login credentials. Customer agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit the lead Administrator and Customer's other authorized administrators to access the Dashboard, and (c) update all information of the lead Administrator and other authorized administrators to ensure that it is current, accurate, and complete. Customer shall limit access to Dashboard Data to only those Customer personnel who have a legitimate business need to access such Dashboard Data. Customer shall be responsible for all activity that occurs under its Dashboard login credentials.
3.3 Customer User Updates.
It is Customer's sole responsibility to keep and maintain an accurate list of current authorized Customer Users entitled to access Customer Billing via the Dashboard. Petrostations may review the current list of Customer Users from time to time via the Dashboard to maintain and support the PetrostationsApp and Petrostations Service and ensure compliance with this Agreement.
4. PRIVACY AND DATA SECURITY
4.1 Roles of Parties
Petrostations is the data controller of the Personal Data (which includes Dashboard Data) and the processor of Linking Data. The processing of Linking Data is further detailed in Annex 1. Customer is the data controller of the Linking Data and (joint-)controller of the Dashboard Data. The processing of Dashboard Data is further detailed in Annex 2. Petrostations determines the purposes and means of processing for the Personal Data and Customer determines the purposes and means of processing the Linking Data and Dashboard Data. Each Party will individually inform data subjects and allow data subjects to exercise their rights under the NIDTA Data Protection Guidelines (if applicable); and will comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data, Dashboard Data and Linking Data.
4.2 Data Restrictions.
Customer agrees that any Personal Data obtained in connection with this Agreement shall be used solely in connection with the use of the Petrostations Services, and for no other purpose, unless expressly authorized in writing by Petrostations. Customer shall not use Personal Data in any way that harms Petrostations or that benefits a competitor of Petrostations. Customer agrees that it shall not disclose Personal Data to any third parties, except as necessary to use the Petrostations Services. Customer shall not rent or sell Personal Data for any purpose.
Customer agrees to implement appropriate legal, technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures ("Information Security Incident"). Customer shall promptly notify Petrostations in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Petrostations with assurances reasonably satisfactory to Petrostations that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Customer, and if Petrostations determines that notices (whether in Petrostations' or Customer's name) or other remedial measures are warranted, Customer will, at Petrostations' request and at Customer's cost and expense, undertake the aforementioned remedial actions.
4.4 Standard Contractual Clauses.
Exhibit A. To the extent this Agreement involves the transfer of Dashboard Data of data subjects of jurisdictions inside the NIGERIA to outside the NIGERIA, Company agrees that the Standard Contractual Clauses, as specified on t.Petrostations.com/ExhibitA ("Exhibit A"), shall apply.
Exhibit B. To the extent this Agreement involves the transfer of Linking Data of data subjects of jurisdictions inside the NIGERIA to outside the NIGERIA, Company agrees that the Standard Contractual Clauses, as specified on t.Petrostations.com/ExhibitB ("Exhibit B"), shall apply.
5. FEES AND PAYMENTS
In consideration of Petrostations' provision of the Petrostations Services and Customer Billing as set forth herein, Customer shall pay to Petrostations all User Charges and any applicable Services Fees Petrostations may charge for certain functionality and features (collectively, the "Fees") on the terms set forth below.
5.2 Payment Terms.
Subject to terms and conditions determined by Petrostations in its sole discretion, Customer may qualify to receive monthly statements (each, a "Monthly Statement") for Fees incurred by Customer Users utilizing Customer Billing during the preceding month ("Monthly Billing"). If Customer qualifies for, and elects to participate in, Monthly Billing through the Dashboard, Fees shall be billed to Customer monthly as set forth in an applicable Monthly Statement, and each such Monthly Statement shall be payable in full by Customer within thirty (30) days of receipt of such Monthly Statement. If Customer is not participating in Monthly Billing, Petrostations shall charge the Customer Card for Fees at the end of each Customer User's refill utilising Customer Billing. Unless otherwise indicated on a Customer User receipt, all payments made pursuant to this Agreement are exclusive of applicable taxes, and Customer agrees to be responsible for the payment of any such taxes assessed on Fees, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on Petrostations’ income. Customer agrees to provide information that Petrostations may reasonably request in order for Petrostations to be able to comply with its tax reporting obligations including, but not limited to, the Customer VAT number (where applicable) and any other evidence that Petrostations may require that the Customer is a business conducting an economic activity. If the Customer is participating in Monthly Billing, the Monthly Statement will provide Fees in the currency applicable to the Customer User's primary address; the Monthly Statement will provide the exchange rate used to convert Fees for refills made in geographies with other currencies. The exchange rate used is at Petrostations’ sole discretion. If Customer is not participating in Monthly Billing, all payments shall be processed in the local currency applicable to the geography of the Customer User's applicable refill except in certain instances when Petrostations may process foreign transactions in United States dollars. All payments are nonrefundable except as may be expressly provided otherwise herein.
Petrostations reserves the right to immediately charge the Customer Card in the event that any Monthly Statement has not been paid as of the applicable due date. Petrostations reserves the right to immediately suspend Customer's account and suspend any or all Customer Billing by all Customer Users in the event of any unpaid Fees by Customer due to past due Monthly Statements (as applicable), an invalid credit Customer Card on the Customer account, or a rejected Customer Card transaction. Petrostations further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. Reestablishing a Customer account after full payment of late Fees shall be at Petrostations’ sole discretion. All late payments shall bear interest at 3% per month or the maximum allowed by applicable law, if less than 3%.
6. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the "Term").
Either party may terminate this Agreement with or without cause upon five (5) days' advance written notice to the other party. All outstanding payment obligations and Sections 4- and 10 of these Terms shall survive the termination of this Agreement.
7. WARRANTY AND DISCLAIMER OF LIABILITY
7.1 Mutual Warranties.
Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.
7.2 Customer Warranties.
Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide Petrostations with the Linking Data and any other information provided to Petrostations hereunder in connection with the Petrostations Service and Customer Billing; (b) Customer has obtained legally-adequate consent from Proposed Users and Customer Users as necessary to provide Petrostations with any personal data in connection with the Petrostations Service and Customer Billing, (c) Customer has notified, and obtained legally adequate consent from, Proposed Users and Customer Users that Petrostations will provide Customer with detailed refill information for the transactions charged to Customer's account, and (d) Customer is in compliance, and shall remain in compliance during the Term of the Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.
7.3 Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, PETROSTATIONS PROVIDES THE PETROSTATIONS SERVICE AND PETROSTATIONSAPP "AS IS"AND WITHOUT WARRANTY. PETROSTATIONS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PETROSTATIONS SERVICE AND PETROSTATIONSAPP WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE PETROSTATIONS SERVICE OR PETROSTATIONSAPP WILL BE UNINTERRUPTED OR ERROR FREE. PETROSTATIONS HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE PETROSTATIONS SERVICE OR THE PETROSTATIONSAPP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATIONS OF LIABILITY
OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL PETROSTATIONS OR CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF PETROSTATIONSOR CUSTOMER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) ONE MILLION UNITED STATES DOLLARS ($1,000,000) (OR LOCAL CURRENCY EQUIVALENT THEREOF), AND (Y) THE TOTAL FEES PAYABLE BY COMPANY TO PETROSTATIONSHEREUNDER.
9. PROPRIETARY RIGHTS.
9.1 No Publicity.
Neither party may use or reference the other party's name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.
Petrostations and its affiliates are and shall remain the owners of all right, title and interest in and to the Petrostations Service, PetrostationsApp, and Dashboard Data including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or any Proposed User or Customer User in connection with this Agreement.
10. GENERAL CONDITIONS
Any notice required or permitted to be delivered to Customer by this Agreement shall be posted to the Customer's Dashboard. Any notice required or permitted to be delivered to Petrostations by this Agreement shall be submitted via www.petrostations.com
10.2 Force Majeure.
Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of Petrostations. Notwithstanding anything contained in this clause 10.5, either party may assign this Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
10.5 Legal Fees.
In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this Agreement.
Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.
10.7 Independent Contractor.
Petrostations and Customer are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual clicking to accept this Agreement is authorized by Customer to bind, and does hereby bind, Customer to the terms hereof.
10.8 Governing Law.
The enforceability and interpretation of Section 11 (Agreement to Arbitrate) will be determined the Arbitration And Conciliation Act (including its procedural provisions). Apart from Section 11, This Agreement shall be interpreted, construed in accordance with, and governed by the laws of Nigeria without regard to its principles regarding conflict of laws. Except as provided in Section 11(Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or our Services shall be instituted in a court of competent jurisdiction in Uyo, AkwaIbom State; and we each consent to the personal jurisdiction of agree to submit to personal and exclusive jurisdiction of these courts.
11. AGREEMENT TO ARBITRATE
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way. If our Customer Support Team can’t help you, then we both agree to go to binding arbitration, again, in Uyo, AkwaIbom State.
Arbitration means a professional arbitrator will decide how to resolve our dispute instead of a judge or a jury deciding the case.
11.1 We Both Agree to Arbitrate.
If we can’t resolve our dispute through our customer support, you or any of your affiliates on one hand and Petrostations and any of Petrostations’s affiliates on the other hand, all agree to resolve any dispute arising under these Terms, or Privacy Notices, or in relation to our Services by binding arbitration in uyo, AkwaIbom State or in another location that we have both agreed to.
This applies to all claims under any legal theory, unless the claim fits in one the exceptions below in Subsection 11.2 (Exceptions to Agreement to Arbitrate). It also applies even after you have stopped using your Petrostations account or have deleted it. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
11.2 Exceptions to Agreement to Arbitrate.
You and your affiliates on one hand, and Petrostations and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to:
Also, any of us can bring a claim in small claims court either in Uyo, AkwaIbom State, or the state where you live, or some other place we both agree on, if it qualifies to be brought in that court.
In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
11.3 Details of Arbitration Procedure.
Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with Akwa Ibom Multi-Door Courthouse.
The arbitration will be governed by the then-current version Multi-Door Courthouse Procedure Rules, 2009. and will be held with a single arbitrator appointed in accordance with the Rules. To the extent any thing described in this Section 11 conflicts with the Rules, the language of this Section 11 applies.
Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 11 does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.
The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of AkwaIbom and the Federal Republic of Nigeria, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms.
Except as provided in the Arbitration and Conciliation Act (ACA), the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
11.4 Class Action Waiver.
Both you and your affiliates, on one hand, and Petrostations and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor Petrostations and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Petrostations customers, and cannot be used to decide other disputes with other customers.
If a court decides that this Subsection 11.4 (Class Action Waiver) is not enforceable or valid, then the entire Section 11 (Agreement to Arbitrate) will be null and void (i.e., go away). But, the rest of the Terms will still apply.
Annex 1 - Data Processing Agreement Linking Data
1. PROCESSING OF LINKING DATA
1.1. Roles of Parties. For purposes of this Agreement, Petrostations is processor of Linking Data, and Customer is controller. 1.2. Compliance with Laws. Each Party shall, and is responsible for, its compliance with applicable Data Protection Laws in connection with the processing of Linking Data. 1.3. Limitation on Processing. Petrostations shall not process any Linking Data in connection with the performance of its responsibilities under this Agreement, except (1) such Linking Data as is necessary to perform such responsibilities, and solely for the purpose of performing such responsibilities (including to the extent required to satisfy legal requirements relating thereto); or (2) as otherwise instructed in writing by Customer.
2. RIGHTS AND OBLIGATIONS PETROSTATIONS
2.1. Audits. Upon Customer's written request, Petrostations shall provide Customer, at Petrostations' expense, with the results of the most recent data security compliance reports or any audit performed by or on behalf of Petrostations that assesses the effectiveness of Petrostations' information security program, system(s), internal controls, and procedures relating to the processing of Linking Data (e.g., SSAE16, SOC report or other). 2.2. Regulatory investigation. Petrostations also will assist Customer (at Customer's expense) in the event of an investigation or audit by a supervisory authority to the extent that such investigation or audit relates to Petrostations' processing of Linking Data. 2.3. Notice. Customer may issue additional instructions or amend the instructions as provided in this Agreement, when necessary, as a result of changes in or amendments to Data Protection Law, as may take place from time to time. 2.4. Data Subject Rights. Petrostations shall forward any data subject request from a data subject relating to Linking Data, to Customer. Petrostations shall provide all reasonable cooperation necessary to fulfill a data subject request from a data subject.
3. RIGHTS AND OBLIGATIONS OF PETROSTATIONS
3.1. Petrostations Personnel. Petrostations shall limit access to Linking Data by its employees or agents (Personnel) to those Personnel who require access to Linking Data to perform their roles and responsibilities in connection with Petrostations’ processing of Linking Data. 3.2. Providing information. At Customer's request, Petrostations shall provide Customer with an overview of the information in relation to Linking Data processed by Petrostations. At Customer's request, Petrostations shall also provide Customer with the excerpts of the record relating to the processing of Linking Data. .3. Security and Confidentiality Measures. Each party shall take and maintain appropriate technical, physical and organizational measures to secure and maintain the confidentiality of Linking Data, and to protect Linking Data against Information Security Incidents. Each Party will document compliance with its obligations as relates to the processing of Linking Data. 3.4. Changes to Security Measures. Each party may change or supplement the measures described in the prior Section during the term of this Agreement, provided that such changes do not materially lessen the security of such measures and that such measures remain in compliance with applicable Data Protection Laws. 3.5. Cooperation. Petrostations will provide reasonable cooperation and assistance to Customer as Customer may reasonably require to allow Customer to comply with its obligations in relation to data security, data breach notification, data protection impact assessments, prior consultation with supervisory authorities, the fulfilment of data subjects' rights, and any enquiry, notice or investigation by a supervisory authority.
4. DATA SECURITY INCIDENTS
4.1. Notice. Petrostations shall notify Customer within 48 hours of discovering that an information security incident has occurred or is reasonably likely to occur. 4.2. Notice requirements. The notice required under Section 4.1 shall include:
(i)a description of the security breach, including the date and time the security breach was discovered; (ii)an overview of the affected Linking Data; (iii)the number of affected data subjects; (iv)expected consequences of the information security incident; and (v)a description of the measures taken by Petrostations to limit such consequences.
4.3. Information Security Incident Response. Petrostations shall provide reasonable assistance to Customer to comply with its obligations under Data Protection Laws, including Articles 33 and 34 NIDTA Data Protection Guidelines
5. TRANSFER OF LINKING DATA OUTSIDE NIGERIA
5.1. Transfer. Customers agrees that Petrostations may transfer Linking Data outside the Federal Republic of Nigeria.
6.1. Obligations. Petrostations only sub-process Linking Data to sub-processor that have entered into an agreement that imposes obligations on the sub-processor that are no less restrictive than those imposed on Petrostations under this Agreement. 6.2. Compliance with Data Protection Law. Petrostations is responsible for ensuring the compliance of sub-processors with applicable Data Protection Law in connection with the processing of Linking Data.
7.1. Termination and Survival. This Agreement and all provisions herein shall survive so long as, and to the extent that, Petrostations processes or retains Linking Data
Prohibited Processing. Petrostations shall retain Linking Data for only so long as necessary to perform its obligations under the Agreement, unless otherwise required under applicable laws. Upon termination or expiration of the Agreement or earlier as requested by Customer, Petrostations shall deliver to Customer or destroy all Linking Data, except for such information as must be retained under applicable law.
Annex 2 - Data Sharing Agreement Dashboard Data
1. ROLES AND RESPONSIBILITIES
1.1. Roles of Parties. Each Party: 1.1.1. is an independent controller of Dashboard Data under the Data Protection Law; 1.1.2. will individually determine the purposes and means of its processing of Dashboard Data; 1.1.3. will individually inform data subjects and allow data subjects to exercise their rights under the data protection laws (if applicable); 1.1.4. will inform the other Party of an information security incident; and 1.1.5. will comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Dashboard Data. 1.2. Restrictions. Section 1.1 will not affect any restrictions on either Party's rights to use or otherwise process Dashboard Data under the Agreement.
2.1. Applicable Law. This Annex 2 only applies to the extent that the Data Protection Law applies to the processing of Dashboard Data. 2.2. Scope. This Annex will only apply to the processing of Dashboard Data. 2.3. Data Processing Agreement. This Agreement will not affect any separate terms between Petrostations and Customer reflecting a controller-processor relationship. 2.4. Communications. Customer will send any communications or notices required under this Agreement in writing, which includes by e-mail, to Privacylegal@Petrostations.com and the designated contact person under the Agreement.
3. DATA TRANSFERS
3.1. Data Transfers. Either Party may transfer Dashboard Data outside Nigeria if it complies with the provisions on the transfer of personal data to third countries in the Data Protection Law.
4.1. The liability of the Parties under or in connection with this Agreement will be subject to the exclusions and limitations of liability in the Agreement.
5.1. Conflict. If there is any conflict or inconsistency between this Annex 2 and the Agreement then, subject to Sections 4.2 (Data Restrictions) and 2.4, the terms of this Agreement will govern.