Master Service Agreement oversees the access and use of Fanalyst Academy for Business and for Government.
1. Definition of Terms
2. Service Provision
Services shall be available to Clients, Users and Affiliates in accordance with the laid down agreement and as stipulated in the Order Form.
3. Restriction Policy
Clients and Users are prohibited to do the following:
4. Violation of Restriction Policy
When Clients or Users violate the restrictions in Section 3 above, Fanalyst Academy notifies them of such violation and gives them 10 days to correct such violation. And failure to correct such violation shall lead to termination or suspension of the Client’s or User’s access to the Services. Regardless of violation of the restriction, Fanalyst Academy has the right in its sole discretion to terminate or suspend the User’s or Client’s access to the Services at any time, if it is required to address the imminent potential danger.
5. Fees Payment
Clients are expected to pay Fees as indicated in the Order Forms.
6. Tax Payment
Client agrees that the fees and amounts payable do not include taxes or other transaction-based tax (“Taxes”). Clients agrees to pay all amount of fees that equals the net amount received and retained by Fanalyst Academy with or without tax imposition or tax-related withholding or counter claim or set-off as applicable to law. Client shall reimburse and hold Fanalyst Academy harmless for taxes or levies for which Fanalyst Academy is required to collect and remit to applicable tax authorities.
Note that this provision does not apply to Fanalyst Academy’s income, franchise and employment taxes or any taxes for which Client is not liable to. In the event where a taxing authority changes their taxing policy and requires Fanalyst Academy to tax Clients, a tax or levy will be added to the Client invoice.
7. Non-Use and Non-Disclosure of Confidential Data
Either party agrees that all Users’ data, code, inventions, know-how, or business, technical, and financial information disclosed to one of either party (“Receiving Party”) by the disclosing party (“Disclosing Party”), contains the confidential information of the Disclosing Party (“Confidential Information”), provided that it is either identified as confidential at the time of disclosure, or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed. Note that, as required by law, the Receiving Party may disclose the Disclosing Party’s Confidential Information after prompting the Receiving Party through a written notice of the requirement prior to the disclosure and assistance in obtaining an order keeping the information from public disclosure.
However, notwithstanding the provisions of this section, Client agrees that Fanalyst Academy may process Personal Data for necessary reasons which include:
You understand and agree that Personal Data is considered Confidential Data. Unless expressly authorised, Confidential Data should not be disclosed to third party.
Client agrees to request for a data protection agreement from Fanalyst Academy before providing any personal data to Fanalyst Academy as required by the local data privacy law that Client is subject to.
8. Agreement Period and Termination
Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.
Except as otherwise agreed upon by the parties, our Services are provided on an “as is” and “as available” basis. We make no warranties of the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services, and disclaim any warranties either expressed or implied, including implied warranties of merchantability, suitability for a specific purpose, non-infringement, and title.
10. Limitation of Liability
To the extent permitted by law, and whether arising in contract, warranty, tort, product liability, or otherwise, neither party will be liable for any type or form of damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), or the amount in excess of what you have paid Fanalyst Academy in the twelve (12) months before the event giving rise to your claims.
In connection with this Agreement, neither party has collected any bribe, improper payment, gift, kickback or a thing of value from an employee or agent of the other party. It shall be regarded as a breach of this agreement if either party illegally or improperly receives a thing of value from an employee or agent of the other party. However, in the ordinary course of doing business, gifts or token of appreciation received by either party from an employee or agent of the other party is not a violation of this Term.
Client agrees to promptly notify Fanalyst Academy upon hearing of the violation of this term.
13. Public Use
Client gives Fanalyst Academy the right to use Client’s company name and logo for marketing or promotion on Fanalyst Academy’s website and other promotional materials.
14. Force Majeure
No party will be held responsible for occurrence beyond its control such as civil disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or refusal of service attacks.
Any Term in this Agreement that is contrary to law, according to a court of a competent jurisdiction, shall be regarded null and void and the remaining Terms shall remain effective.
16. Governing Law
These terms are governed by the laws applicable in Nigeria, without reference to its choice or conflicts of law principles and you consent to the exclusive jurisdiction and venue of courts in Nigeria. If you are located outside Nigeria, you’re contracting with Fanalyst Academy and these Terms are governed by the local and national laws applicable in your country, without reference to its choice or conflicts of law principles.
17. Entirety of Agreement
This Agreement represents the whole agreement between us and you, and supersedes all prior written and oral agreements and communications between us. Any purchase order or other documentation that Client provides and the terms and conditions therein are null and void and superseded by this Agreement and any mutually executed Order Forms.
Fanalyst reserves the right to modify and/or make changes to these terms at its sole discretion. Updates may be made to these Terms to further clarify our practices or to adopt new practices. We will clearly notify you of updates or changes and updates or changes will take effect on the day they are posted except if stated differently.
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