Terms that govern your use of NERSAPP.

Recitals

NERSAPP Technology is the provider of a school management system known as NERSAPP (the "Software").

NERSAPP Technology provides users with access to the Software through nersapp.africa or another applicable NERSAPP website.

The client desires to use the Software for its internal organizational purposes, including use by parents, students, educators, managers and organization owners within the client's organization (collectively, "Authorized Users"), subject to this Agreement.

NERSAPP Technology agrees to provide access to the Software for the client's internal organizational use in accordance with this Agreement.

This Agreement becomes effective on the date the client first begins using NERSAPP (the "Effective Date").

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the parties agree as follows.

Software Use

NERSAPP Technology grants to the client, and the client accepts, a limited, non-exclusive and non-transferable right to access and use the Software and to permit Authorized Users to access and use it solely for the client's internal organizational purposes.

The client and its Authorized Users must not use the Software for, or on behalf of, unauthorized third parties. The client shall use reasonable efforts to ensure that all Authorized Users comply with this Agreement.

The Software is provided for web-based access under this Agreement. It must not be installed on servers or other computer equipment owned or controlled by the client unless NERSAPP Technology expressly permits otherwise.

Use of the Software is also subject to the applicable terms of use, Privacy Policy and any additional conditions published on nersapp.africa or the applicable website through which the Software is accessed.

Account access and security

The client is responsible for managing access to its organizational account, assigning appropriate permissions, and taking reasonable steps to protect its login credentials. Credentials should not be shared with unauthorized persons.

The client should promptly notify NERSAPP Technology at hello@nersapp.africa if it becomes aware of suspected unauthorized access, compromised credentials or a security incident affecting its account.

The client is responsible for ensuring that its Authorized Users use the Software lawfully and in accordance with their assigned permissions. NERSAPP Technology may take reasonable measures to protect the platform, investigate suspected misuse and restrict access where necessary for security, legal compliance or enforcement of these Terms, subject to applicable law.

Intellectual Property Rights

The client acknowledges that all right, title and interest in and to the Software, including its code, sequences, derivative works, organization, structure, interfaces, documentation, data, trade names, trademarks and related materials (collectively, the "NERSAPP Technology IP"), belongs to and shall remain the property of NERSAPP Technology or its applicable licensors, except for rights belonging to third parties or the client.

The NERSAPP Technology IP may contain trade secrets and proprietary information and is protected by applicable Nigerian intellectual property laws and other applicable laws.

Except for the limited right to use the Software expressly granted under this Agreement, no ownership rights or licenses are transferred to the client in respect of patents, copyrights, database rights, trade secrets, trade names, trademarks or other intellectual property associated with the Software.

The client shall not, and shall not knowingly permit any Authorized User or third party to:

• Copy, modify, duplicate or create derivative works from the Software, except as expressly permitted by law or by NERSAPP Technology in writing.
• Frame, mirror, republish, reverse compile, disassemble or reverse engineer the Software, except to the extent such restriction is prohibited by applicable law.
• Download, transmit, distribute or commercially exploit any unauthorized portion of the Software or its proprietary materials.
• Remove or alter proprietary notices, ownership notices or intellectual property identifiers.

The provisions of this section shall survive termination of this Agreement.

NERSAPP Fees

Signing up for and using the core NERSAPP platform is free of subscription fees.

The client shall pay applicable charges for optional in-app services, modules, features or other paid offerings that the client chooses to purchase or activate.

Applicable prices, payment conditions and any relevant billing terms for an optional paid offering shall be communicated before the client commits to that purchase or activation.

Unless expressly stated otherwise, fees for third-party services, payment processing, messaging, connectivity or services independently engaged by the client may be separate from NERSAPP's own charges.

Training and Management Services

NERSAPP Technology provides text and video documentation through the NERSAPP website to help users understand and use the Software. Chat and email support may also be provided to assist clients with issues relating to NERSAPP.

If a client lacks the technical knowledge or personnel needed to use these resources, train its staff or manage its NERSAPP account, the client may engage a NERSAPP Technical Partner ("NERSAPP Partner") to provide such services.

At the client's request, NERSAPP Technology may recommend a NERSAPP Partner to provide technical services, including setup, configuration, training and account management.

The client is responsible for interviewing and selecting the NERSAPP Partner and for negotiating and agreeing directly with that partner on the scope of work, service fees and delivery terms.

The client shall pay the NERSAPP Partner directly or through NERSAPP Technology, as agreed for the relevant service arrangement.

Unless NERSAPP Technology expressly agrees otherwise in writing, NERSAPP Technology is not responsible for an independent partner's performance or failure to perform services agreed directly between that partner and the client.

Accessibility and Performance

NERSAPP Technology shall use commercially reasonable efforts to make the Services available on a 24-hour-a-day, seven-day-a-week basis during the Term, except in the following circumstances:

• Scheduled system backups, planned maintenance or other maintenance required to operate the Services, with advance notice where reasonably practicable.
• Unforeseen circumstances beyond NERSAPP Technology's reasonable control, including internet service or communications network failures, denial-of-service attacks or similar attacks, and force majeure events described in this Agreement.

NERSAPP Technology will monitor relevant performance indicators for its systems and network infrastructure, including infrastructure provided by third-party suppliers, and take reasonable steps to address issues as necessary to maintain satisfactory Software performance.

Actual availability may depend on third-party infrastructure, network connectivity, scheduled maintenance and circumstances outside NERSAPP Technology's reasonable control. Unless separately agreed in writing, this section does not establish a guaranteed uptime percentage or service credit.

Maintenance and Support

NERSAPP Technology shall maintain the Software and/or Services and provide patches and fixes at no additional cost as part of its standard maintenance obligations.

This maintenance obligation does not include major new releases, new versions of the Software, additional functionality or custom programming. NERSAPP Technology may provide these at an additional cost where the parties agree to the applicable scope and fees.

For assistance with using NERSAPP or reporting a service issue, contact hello@nersapp.africa. Response times may vary depending on the nature, urgency and volume of requests, unless a separate support agreement provides otherwise.

Term

This Agreement begins on the Effective Date and continues until the client terminates its NERSAPP account or the Agreement otherwise ends in accordance with its terms or applicable law.

Upon termination of this Agreement for any reason, the rights granted to the client under this Agreement shall cease, and the client shall stop using the Services and ensure that its Authorized Users also stop using them.

Client data after termination

Following termination, NERSAPP Technology may dispose of client data in its possession unless it receives a written request from the client, within six (6) months after the effective date of termination, requesting delivery of the most recent available backup of the client's data.

Upon receiving such a request within the stated period, NERSAPP Technology shall use commercially reasonable efforts to deliver the requested backup to the client within thirty (30) days of receipt of the request.

Any data handling or deletion under this section remains subject to applicable data-protection laws, technical feasibility and mandatory retention obligations. Clients should export or otherwise preserve records they need before terminating their accounts, where export facilities are available.

Confidentiality

In addition to the protections afforded to NERSAPP Technology IP under Section 2, each party shall use reasonable efforts, and at least the same degree of care used to protect its own similar confidential information, to protect proprietary, confidential or non-public information received from the other party in connection with the Software, the Services or this Agreement ("Confidential Information").

Neither party shall disclose the other party's Confidential Information without prior authorization, except as permitted under this Agreement or required by law. Each party shall use such information only for purposes connected with this Agreement.

Each party shall take reasonable steps to prevent unauthorized access to or disclosure of the other party's Confidential Information.

Exceptions

The confidentiality restrictions do not apply to information that:

• Is publicly available at the time of disclosure or subsequently becomes publicly available through no breach of this Agreement by the receiving party.
• Was lawfully known to the receiving party before it was disclosed under this Agreement.
• Is lawfully received from a third party without a duty of confidentiality restricting its use or disclosure.
• Must be disclosed under applicable law, regulation or court order, provided that, where legally permitted, the receiving party gives reasonable notice to the disclosing party.

Obligations of NERSAPP Technology

NERSAPP Technology shall protect the client's Confidential Information and shall not disclose it except as permitted by this Agreement, as necessary to provide the Services, as authorized by the client or as required by law.

NERSAPP Technology shall use reasonable measures to protect client Confidential Information held on the platform, subject to the nature of the information, applicable law and the relevant Privacy Policy.

The confidentiality obligations under this section shall survive termination of this Agreement, subject to applicable law.

Limited Warranty

NERSAPP Technology warrants that it has the power and authority to grant the client the right to use NERSAPP as provided under this Agreement.

Except for the express warranty set out above, and to the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis. NERSAPP Technology disclaims other express or implied warranties, including implied warranties of merchantability and fitness for a particular purpose, to the extent such warranties may lawfully be excluded.

Client responsibilities

The client remains responsible for:

• Selecting Services appropriate to the client's intended results.
• The client's use of the Services and the decisions made using information obtained from them.
• Reviewing and verifying results obtained through the Services, including student records, scores, reports, fee records and other generated information.
• The accuracy, lawfulness and appropriate use of information entered into the platform.
• Managing the terms of agreements between the client and its Authorized Users.

NERSAPP Technology does not warrant that use of the Services will be uninterrupted or error-free. Clients should maintain appropriate records and backups for their operational needs and promptly report material discrepancies or suspected service issues.

Limitation of remedy and liability

To the extent permitted by applicable law, the client is responsible for claims arising from its misuse of the Services, misuse by its Authorized Users, or agreements between the client and its Authorized Users. Any obligation to defend, indemnify or hold NERSAPP Technology harmless shall apply only to the extent a claim or loss arises from the client's or an Authorized User's acts or omissions, breach of this Agreement, or unlawful use of the Services, and to the extent permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NERSAPP TECHNOLOGY SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER THE CLAIM IS BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANOTHER LEGAL THEORY, EVEN IF NERSAPP TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the maximum extent permitted by applicable law, NERSAPP TECHNOLOGY'S TOTAL AGGREGATE LIABILITY arising out of or relating to the Services or this Agreement shall not exceed the fees actually paid by the client to NERSAPP Technology for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability or rights that cannot lawfully be excluded or limited under applicable law.

Miscellaneous

Data Protection and School Records

NERSAPP is intended to help schools and other organizations manage their operations and records. Depending on the services used, these records may include student information, parent or guardian contact details, academic results, attendance, financial records, staff information and other organizational data.

Responsibilities of the client

The client is responsible for ensuring that information it collects and enters into NERSAPP is accurate, lawfully obtained and used for appropriate purposes. The client must determine and maintain any permissions, notices, consents or other legal grounds required for collecting and using personal information, including information relating to children, under applicable law.

The client should give access to personal information only to people who need it for legitimate organizational purposes and should review user permissions when staff roles change or access is no longer required.

Use of information by NERSAPP Technology

NERSAPP Technology may process information as reasonably necessary to provide, maintain, secure and support the Services, respond to requests, comply with legal obligations and perform other activities described in the applicable Privacy Policy or separately agreed terms.

Information may be handled by infrastructure providers or other service providers engaged to support the platform, subject to applicable legal requirements and the relevant privacy arrangements.

Security and privacy requests

Each party shall comply with the data-protection obligations applicable to it. NERSAPP Technology shall handle personal information in accordance with applicable data-protection law and its published Privacy Policy. The client should promptly report suspected unauthorized access or disclosure involving its account or records.

For questions about privacy, personal information or school records handled through NERSAPP, contact hello@nersapp.africa. Requests may require verification of the requester's identity and authority before action is taken.

This section supplements the applicable Privacy Policy and does not replace it. Where additional data-processing terms are required by law or agreed separately between the parties, those terms shall also apply.

Changes to These Terms

NERSAPP Technology may update these Terms to reflect changes to the Services, security practices, legal requirements or business operations.

When an update is made, NERSAPP Technology will publish the revised Terms on the applicable website and update the revision date or version where appropriate. Where required by applicable law, material changes will be communicated through an appropriate notice or consent process.

Unless applicable law requires a different process, the revised Terms apply from their stated effective date. Continued use of the Services after that date may constitute acceptance where permitted by law. If the client does not agree to a material change, the client should stop using the affected Services and may contact NERSAPP Technology to discuss the available options.

Clients are encouraged to review this page periodically to remain informed of the terms governing their use of NERSAPP.