Master Service Agreement

Master Service Agreement oversees the access and use of Fanalyst Academy for Business and for Government.

1. Definition of Terms

  1. Affiliate: is an entity that is controlled by, or is under common control with the subject entity either directly or indirectly.
  2. Client: is the party entering into an agreement with Fanalyst Academy, or signing up to use Fanalyst Academy’s Services.
  3. Courses: refers to both the online courses and traditional-class courses provided by Fanalyst Academy as Services.
  4. Fees: is the amount of money clients pay or payable by Client to gain access to Fanalyst Academy Services.
  5. Order Form: is the ordering document mutually executed by Fanalyst Academy and Clients, which includes electronic orders submitted by the Client purchasing the Team Plan version of the Services, specifying the Fees the Client pays to Fanalyst Academy for provision of Services, the duration of the Services to be provided by Fanalyst Academy to Clients, the number of authorised Users to access the Services, and other billing and payment information concerning Fanalyst Academy’s provision of the Services to Client.
  6. Personal Data: refers to any personal information Client submits into the Services.
  7. Services: Fanalyst Academy Affiliate Programme is a learning platform that offers both online class and traditional (face-to-face) class learning services.
  8. Users: refers to the employees and contractors that Clients grants authority to access and make use of the Services.

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:

  • Infringe against the work of another or hack or alter the Services or any of the Courses;
  • Post any Content that is inappropriate, defamatory, obscene or discriminatory such as racist or pornographic Content;
  • Using other automated means to access the Services (including APIs) for which they have no authorisation;
  • Utilise the Services in order to develop a competitive product to the Services;
  • Assign or transfer a User’s license to use the Services to another party (except in the event of an authorised change of assignment or termination of employment)
  • Introduce any malware, virus, or any program that may malign the Services,
  • Use the Services in an unlawful or infringing manner

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:

  1. Storage and processing of Users data as specified in the Agreement and applicable Order Form(s);
  2. Processing Users initiated as they make use of the Services; and
  3. Processing to respond to documented reasonable feedback, questions, complaints provided by User in their use of the Services (e.g. via email or support tickets). This shall be consistent with the terms of the Agreement.

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

  1. Duration of Agreement:This Agreement upon taking effect will survive until all Order Forms have expired or have been terminated. The length of the survival of the Services will be as specified in each Order Form unless stated otherwise. With the exception of Clients on the Fanalyst Academy Affilliate Team plan that have disabled auto-renewal and unless terminated by either party, Order Forms will renew automatically for an additional one year term. In the event of termination by either party, a minimum of 30-day written notice prior to the end of the current terms must be issued.
  2. Agreement Termination for Material Breach:In the event of material breach, either party may decide to terminate this Agreement and any applicable Order Forms by providing a 30-day written notice, except if the material breach is remedied within the 30-day notice period.In a case of termination as a result of material breach by Fanalyst Academy, the Client will be entitled to get a pro-rated refund.

Sections 5-11 and 15-18, as well as any accrued rights to payment, will survive any termination or expiration of the Agreement.

9. Disclaimer

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.

  1. Exceptions to Limitation of Liability:Regardless of the limitation of liability, Client’s liability arising from contravening the terms in section 3 of this Agreement, and either party’s liability arising from the indemnification obligations of this Agreement will not be limited. Also, either party’s liability arising from breach of the confidentiality terms in this Agreement will be limited to three times paid or payable to Fanalyst Academy in the twelve (12) months before the event giving rise to such a claim.

11. Indemnification.

  1. Fanalyst Academy’s Indemnification Obligations: Fanalyst Academy will indemnify Client from any damages, reasonable attorney fees, and costs incurred by Client as a result of a Claim of infringement upon a third party’s intellectual property rights in the course of a Client’s use of the services as permitted by this Agreement (“Claim Against Client”).
  2. Client’s Indemnification Obligations: Client agrees to indemnify and hold harmless Fanalyst Academy from any damages, reasonable attorney fees, and costs incurred by Fanalyst Academy as a result of a third-party’s claims arising from Client’s violations of the Restriction Terms in this Agreement (“Claim Against Fanalyst Academy”).
  3. Requirements for Indemnification: For the indemnification terms to apply:
  4. The party seeking indemnification must be prompt in tendering a claim for indemnification;
  5. Allow for sole control of the defense or settlement of the claim in question by the indemnifying party; and
  6. At the indemnifying party’s request reasonably assist with any defense or settlement of the claim in question.

12. Anti-graft

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.

15. Severability

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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