Terms of Service

1. Acceptance and eligibility

By accessing our website, contacting us, or engaging our services, you agree to these Terms. If you do not agree, you must not use our website or services. You represent that you have authority to bind the organisation you represent (if applicable). Our services are intended for businesses and professional users in healthcare and related sectors.

2. Definitions

• "Services" means consultancy and advisory services we provide, including without limitation healthcare strategy, clinical strategy, medical training, quality improvement and patient safety, hospital accreditation support, clinical risk and governance, and medical equipment sourcing.
• "Deliverables" means agreed outputs specified in a written engagement document.
• "Client" means the person or entity that contracts with us for Services.

3. Description of services

We provide professional consultancy and advisory Services in Nigeria, West Africa, and internationally where agreed. Website content is summary in nature; scope, fees, timelines, deliverables, responsibilities, and performance standards are defined only in a written engagement (including email acceptance of a proposal where expressly stated).

4. No professional, medical, or legal advice on the website

Information on our website is for general informational purposes only. It does not constitute medical advice, legal advice, regulatory approval, or a substitute for your own professional judgement, clinical decisions, or legal counsel. You are solely responsible for decisions made in your organisation and for compliance with applicable laws, regulations, accreditation standards, and clinical requirements.

5. Licence to use the website

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use our website for lawful business purposes. You must not: (a) copy, scrape, mirror, or frame the site without consent; (b) interfere with security or functionality; (c) introduce malware; (d) use the site to compete unfairly or to solicit our personnel or clients in breach of law or contract; (e) impersonate any person or entity; or (f) use automated means to access the site in a manner that burdens our systems without permission.

6. Intellectual property

All content on the website (including text, graphics, logos, layout, and compilation) and our methodologies, templates, tools, and pre-existing materials are owned by us or our licensors and are protected by intellectual property laws. Unless a written engagement expressly grants a licence, you receive no rights beyond limited browsing. Client-specific Deliverables are licensed as set out in the applicable agreement (typically a non-exclusive licence for internal Client use unless otherwise stated).

7. Client responsibilities

You agree to: (a) provide accurate, timely, and complete information reasonably required for the Services; (b) designate appropriate points of contact and decision-makers; (c) obtain all internal approvals and third-party consents necessary for us to perform (including data protection authorisations where we process personal data on your behalf); (d) implement recommendations at your sole discretion and risk; and (e) comply with all applicable laws, including NDPA 2023, laws applicable in Lagos State and Nigeria, GDPR/UK GDPR where relevant, and healthcare regulations.

8. Consultancy engagements

Engagements are formed through mutual agreement in writing (including signed contracts or written acceptance of proposals). Unless otherwise agreed: fees, expenses, invoicing, and taxes are as stated in the engagement; payment terms are net as agreed; late payment may incur interest or suspension of Services as permitted by law; either party may terminate in accordance with the engagement or, if silent, upon reasonable written notice, subject to payment for work performed and non-cancellable commitments. We may decline or terminate work where there is non-payment, legal or ethical conflict, or material breach.

9. No guarantee of outcomes

We provide professional services using reasonable skill and care. Accreditation, regulatory, clinical, financial, or operational outcomes depend on many factors outside our control, including Client implementation, surveyor decisions, and market conditions. We do not guarantee any specific accreditation outcome, certification, revenue result, or operational metric.

10. Confidentiality

Each party will protect the other's confidential information using at least reasonable care and use it only for the purpose of the engagement. Exceptions include information that is public through no fault of the recipient, independently developed, rightfully received from a third party, or required to be disclosed by law of Nigeria, Lagos State, or another competent jurisdiction (with notice where legally permitted). Additional confidentiality terms may apply under a separate non-disclosure agreement or engagement letter.

11. Data protection

Processing of personal data in connection with our website and Services is described in our Privacy Policy. Where we process personal data as a processor for a Client, the data processing terms in the applicable agreement (or our standard data processing addendum, if provided) apply. You warrant that you have lawful grounds to share any personal data with us. Personal data security incidents, including suspected breaches, are handled in line with that Privacy Policy and with Nigerian law and the laws of Lagos State applicable to our operations, in addition to any contractual data processing terms.

12. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Quality Healthcare Services (QHS) Consultants Ltd, its directors, officers, employees, and subcontractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms or an engagement agreement; (b) your misuse of Deliverables or website content; (c) your violation of law or third-party rights; or (d) negligence or wilful misconduct by you or your personnel, except to the extent finally judicially determined to have been caused by our gross negligence or wilful misconduct.

13. Disclaimer of warranties

Except as expressly stated in a written engagement, the website and any preliminary information are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of liability

To the fullest extent permitted by applicable law: (a) neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, even if advised of the possibility; (b) our aggregate liability arising out of or related to these Terms or the Services in any twelve (12) month period shall not exceed the total fees paid by you to us for the Services giving rise to the claim in that period, or, if no fees were paid for those Services, the sum of one thousand U.S. dollars (USD 1,000); (c) nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, where applicable).

15. Third-party links and services

Our website may reference or link to third-party sites or tools. We are not responsible for their content, policies, or availability. Use of third-party services is at your own risk.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labour disputes, utility failures, or government actions, provided it uses commercially reasonable efforts to mitigate and notify the other party.

17. Compliance and ethics

You agree not to offer or accept bribes or improper advantages in connection with our Services. We may refuse or terminate engagements that we reasonably believe could violate anti-corruption, anti-money laundering, sanctions, or similar laws.

18. Independent contractors

We perform as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other without written authority.

19. Assignment

You may not assign or transfer these Terms or an engagement without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets, or to an affiliate, with notice where required by law.

20. Severability and waiver

If any provision is held invalid or unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver of future enforcement.

21. Entire agreement (website level)

For website use, these Terms together with our Privacy Policy constitute the entire agreement regarding the subject matter they cover, superseding prior oral or written understandings on the same topic. Consultancy engagements are additionally governed by their specific written agreements.

22. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or the website (including non-contractual disputes) shall be governed by the laws of the Federal Republic of Nigeria, as applied in Lagos State, where Quality Healthcare Services (QHS) Consultants Ltd is registered and principally located, without regard to conflict-of-law rules that would apply another jurisdiction's law. Subject to mandatory provisions of law elsewhere that cannot be waived, you agree that the courts of Lagos State, Nigeria shall have exclusive jurisdiction, and you submit to that jurisdiction. We may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

Nothing in this section limits a data subject's right to lodge a complaint with the NDPC or, where applicable, an EEA/UK supervisory authority under data protection law.

23. Survival

Provisions that by their nature should survive (including intellectual property, confidentiality, indemnity, limitation of liability where enforceable, governing law, and dispute resolution) shall survive termination.

24. Changes to these Terms

We may modify these Terms by posting an updated version on this page and revising the "Last updated" date. Material changes may be communicated through reasonable means where appropriate. Continued use of the website after changes constitutes acceptance of the revised Terms. Ongoing engagements remain subject to the terms in effect at the time of contracting unless otherwise agreed in writing.

25. Contact

General services: +1 (252) 691 4076. Book with Dr Onakoya: +1 (573) 264 7695. Email: contact@qhsconsultant.com.