2.1.1 the tracking and payment of School Fees;

2.1.2 the opening and management of an E-Wallet;

2.1.3 issuing E-Money to your E-Wallet upon receipt of cleared funds paid to us by an Accepted Payment Method;

2.1.4 debiting E-Money from your E-Wallet following the execution of a Payment Transaction or the payment of any fees pursuant to this Agreement;

2.1.5 crediting E-Money to your E-Wallet following the execution of a Payment Transaction (for example following the execution of a Payment Transaction where you are receiving the relevant payment); and

2.1.5 redeeming E-Money following a request by you to redeem E-Money held in your E-Wallet and paying the relevant amount to schools;

2.2 Your E-Wallet shall not be subject to any overdraft, advance or credit.

3.1 We offer the following different types of Account which operate as follows:

3.1.1 Personal Account – for use in person-to-school transfers, that is, for the payment of school fees. Personal account must be applied for and explicitly authorized by us once they are available. Some features of Personal Accounts may be limited based on how you wish to use the Services, how much you need to send or spend, and what we know about you. We may also require that you provide additional information in order to complete a Payment Transaction. Personal Accounts may not be used to receive business, commercial or merchant transactions.

3.1.2 Business Account – Business Accounts are accounts opened by schools. Business account must be applied for and explicitly authorized by us once they are available. By opening a Business Account and accepting the terms as outlined in this Agreement, including, but not limited to, the Rules and Restrictions for Business Accounts set forth below you confirm that neither you nor your business is establishing a Business Account primarily for personal, family, or household purposes. We may reverse or place a hold on your transactions or place a reserve on your funds if you are in breach of this Agreement, including, but not limited to, if you are using a Personal Account for business purposes or vice versa.

3.2 In accordance with Applicable Law, we are required to apply due diligence measures aimed at the prevention of money laundering and terrorist financing before you can open an Account. Among other measures, we are required to identify and verify your identity and collect information about you, your use of the services provided to you and any suspicions of money laundering or terrorist financing which we may develop with regard to you or use of the services provided to you.

3.3 You are required to provide us with all information and documents which we demand from you in order to apply the due diligence measures referred to in clause 3.2 or to perform any other obligations under Applicable Law and/or this Agreement.

At a minimum, you must provide the following as part of your application to us to provide Services: If you are an Individual

3.3.1 your full name, address, date of birth, gender and nationality;

3.3.2 your email address;

3.3.3 your mobile phone number and, in certain circumstances, your mobile phone device’s identification number;

3.3.4 as a proof of your identity, a copy of any of the following documents:

3.3.5 as a proof of your address, a copy of any of the following documents:

3.3.6 your full registered name, registered address, business operating address (if different to registered address), date of incorporation, business license / registration number, jurisdiction of establishment (if relevant and / or, in each case, any such analogous information), bank account details, email address, website address, telephone or mobile contact number, and tax number;

3.3.7 a description of the type of business carried out by you and expected transaction volumes;

3.3.8 the contact information for your primary representative;

3.3.9 the full name(s), address(es), date(s) and place(s) of birth, nationality(ies), the identity documents referred to in clauses 3.4 and 3.5 for each of your directors (or relevant equivalents), any shareholders (or relevant equivalents) holding 25% or more of the share capital (or equivalent) in the Legal Entity, and / or any ultimate beneficial owner(s);

3.3.10 as a proof of your address, a copy of any of the following documents:

3.4 We may request, in our sole discretion:

3.4.1 you to provide one or more answers to security questions that will be used as part of any Authorisation under this Agreement; and

3.4.2 Any additional information or documents it deems necessary and appropriate in line with its assessment of risks relevant to you as its client, both in course of its review of your application and during the whole period of validity of this Agreement.

3.5 You undertake that all information and documents which you present to us are true, accurate and up to date. If, at any point during the term of the Agreement, any of the information and documents presented to us should change or you identify that they were false, inaccurate and / or incorrect in any form, then you shall promptly present us with the respective updated information and documents. You can update the information and documents presented to us by email at support@skoolwisely.com and we may ask you at any time to confirm the accuracy of your information and / or provide additional supporting documents.

3.6 We may also contact third parties to collect and / or verify the information and documents presented by you under this Agreement. We may limit your E-Wallet and your access to funds held in your E-Wallet until such collection of information and / or verification is completed.

3.7 If your application to open an Account is successful, we will open an E-Wallet in your name and send you a confirmation through the App.

3.8 In order to use your E-Wallet, you must also provide us with details of a payment account opened in your name with a bank or payment account provider established in the EEA or in a third-party country which imposes equivalent anti money laundering and terrorist financing laws (a “Nominated Account”). This is in addition to any other information requested by us.

3.9 If, after being accepted by us, you wish to change your Nominated Account, you must notify us by submitting the new Nominated Account details via the App or by email at support@skoolwisely.com. We will review the new Nominated Account details and will confirm if the change is accepted. The change of Nominated Account will only be effective following the express confirmation from us.

3.10 Once we have activated the full functionality of your Account, you may login to access your E Wallet via the App.

4.1 You must take all reasonable precautions to keep your E-Wallet, any security information relevant to your E-Wallet and your Account linked to your E-Wallet safe and to prevent fraudulent use of them. You must use reasonable endeavors to prevent any unauthorized access to, or use of, your E-Wallet and should notify us immediately by email at support@skoolwisely.com, of any such unauthorized access or use, or any suspicion of access or use.

4.2 Your login for your Account should not be disclosed to anybody or kept in written form to prevent fraud and misuse of its E-Wallet. We also recommend that obvious passwords, such as your name or the phase “password”, are not used.

4.3 You should also:

4.3.1 take care to ensure that no one hears or sees your login details when you use it;

4.3.2 not disclose your full login details or password to anyone, including the police and us;

4.3.3 never write your password down, nor keep a record of it;

4.3.4 comply with all reasonable instructions we issue regarding keeping your login details and password;

4.3.5 change your login details and / or password immediately and telling us as soon as possible if you know, or even suspect, that someone else knows any of those details, or if we ask you to;

4.3.6 Keep any computer / device you use to access the App secure and use up to date virus checking software and personal firewall software.

4.3.7 never access the App from any shared device (or any public internet access device or access point) or any device connected to a local area network;

4.3.8 make sure you always log out of the App, and never leaving your device unattended when you are logged in; and

4.3.9 never share any Account details or payment details on social media or any website.

4.4 If your Account login details are lost or stolen, or if you suspect that someone else knows your login details or your verified mobile phone and / or e-mail are compromised, you must contact us by email at support@skoolwisely.com without undue delay.

5.1 Once your Account has been opened, E-Money can be issued to you and credited to your E-Wallet in exchange for a payment made by an Accepted Payment Method.

5.2 When you wish to purchase E-Money, you must log in to the App and enter the details of the Accepted Payment Method you wish to use to purchase the E-Money via a payment page dedicated for this purpose.

5.3 Transfers of funds for the purchase of E-Money by Card are executed by the institution having issued the Card. Any dispute surrounding such a transfer must be notified to the Card issuer. We are not authorized to cancel such a purchase once you have made a payment request (although you may opt to redeem any E-Money purchased, subject to any applicable Fees (as set out in the Fee Schedule)).

5.4 Acceptance by us of an order for payment by an Accepted Payment Method does not guarantee that you will receive the corresponding E-Money in your E-Wallet. The issuing of E-Money to your E-Wallet is conditional upon actual receipt by us of the cleared funds transferred minus any applicable Fees (as set out in the Fee Schedule).

5.5 We will issue E-Money to your E-Wallet once we have received cleared funds. For some deposit methods such as Card, we will credit the E-Money funds to your E-Wallet as soon as possible subject to our right of reversal. This means if the actual amount you intended to upload does not reach us within a reasonable time, we may deduct such amount from your E-Wallet. If you do not have enough money in your E-Wallet for this purpose, we can demand repayment from you using other methods.

5.6 Any E-Money issued to your E-Wallet in exchange for a payment by way of bank transfer must be sent from your Nominated Account.

5.7 We may, in our sole discretion, place a reserve on funds held in E-Wallets with a high volume of Payment Transactions when we believe there may be a high level of risk associated with the E-Wallet. If an E-Wallet is subject to a reserve, we will provide notice specifying the terms of this reserve. These terms may require that a certain percentage of the amounts received into an E-Wallet is held for a certain period of time, or that a certain amount of E-Money is held in reserve, or anything else that we determine is necessary to protect against the risk associated with the E-Wallet. We may, subject to clause 17 below as applicable, change the terms of this reserve at any time by giving notice of these new.

5.8 If the balance of your E-Wallet is negative for any reason (or if there are any other past sums due to us), we may set off the negative balance by deducting amounts you owe us from funds you receive into your E-Wallet, or funds you attempt to withdraw or send from your E-Wallet. You agree to allow us to recover any amounts due to us by debiting your E-Wallet. If there are insufficient funds in your E-Wallet to cover the amount due, you agree to reimburse us through other means including:

5.9.1 recovering the amount due from your Nominated Account;

5.9.2 recovering the fees from your alternate funding sources; and / or

5.9.3 taking other legal actions to collect the amount due, to the extent allowed by Applicable Law.

5.10 To secure your performance of this Agreement, you hereby grant to us a lien on and security interest in your E-Wallet and agree to execute any further documentation to perfect these rights of ours.

5.11 We safeguard all funds that have been received in exchange for E-Money that has been issued in accordance with its obligations under Applicable Law.

6.1 You can use your E-Money balance to execute Payment Transactions, by way of a transfer to a school account for payment of school fees.

6.2 You must ensure that you have sufficient available balance of E-Money in your E-Wallet to cover the full value of your Payment Transaction and the relevant fees (as set out in the Fee Schedule) when you give a Payment Order to us.

6.3 You may choose to execute a Payment Transaction by designating a Mobile Money Account linked to your E-Wallet as your Nominated Account. In such circumstances, if your E-Wallet has insufficient available balance, we shall credit your E-Wallet using the selected Mobile Money Account in order to cover the full value of your Payment Transaction and the relevant fees (as set out in the Fee Schedule).

6.4 If there is insufficient E-Money available in your E-Wallet to cover the Payment Transaction, we will block the Payment Transaction and you will receive a notification confirming that you have “insufficient balance”.

6.5 All Payment Transactions to schools, withdrawals, and redemptions set out in this clause 5.11 are subject to the limits set out in clause 10.

6.6 In order to submit a Payment Order, you must provide at least the following information through the App:

6.8 In order to Authorize a Payment Transaction, you must insert your wallet pin as required by us from time to time. You are obliged to verify the payment amount, the payment recipient and other important information before providing Authorisation to a Payment Transaction.

6.10 Prior to executing a Payment Order, if you are an Individual or a school, we shall present you with at least the following information via the App:

6.10.1 the name and account number of the recipient of the payment;

6.10.2 the payment amount and currency;

6.10.3 the date on which your account is debited; and

6.10.4 the amount payable for executing the payment order.

6.11 After the execution of a Payment Order, if you are an Individual or a School, in addition to the four items listed in 6.10, we shall also present you with the following information via the App:

6.11.1 the payment order number; and

6.11.2 the date on which the payee’s account is expected to be credited (upon receiving a payment).

6.12 When a Payment Transaction is executed, we shall deduct the value of the Payment Transactions from the E-Money balance in the E-Wallet as well as any applicable fees as soon as they become payable as per the Fee Schedule.

6.13 Where a Payment Transaction from the E-Wallet is reversed, the reversed funds will be received by us and we shall deem this as a request by the intended recipient to purchase E-Money. As a result, your E-Wallet will be issued with E-Money equivalent to the sum refunded.

7.1 Any redemptions requested by you from your E-Wallet will be made to a Nominated Account only. E Money held in your E-Wallet may be redeemed at any time, subject to any procedural restrictions and applicable Fees (as set out in the Fee Schedule), by initiating a Payment Transaction to your Nominated Account via the App.

7.2 We reserve the right to request any additional documents concerning you or a specific Redemption or Payment Transaction.

8.1 Where a Payment Order is not refused or delayed, a Payment Order is binding as of the moment we receive the Payment Order. The Parties deem that we receive a Payment Order in line with the following:

8.1.2 in all other Payment Transactions:

8.2 If you have submitted a Payment Order which is deemed to be received on the same Business Day, then it is binding on you and you cannot withdraw the Payment Order.

8.3 If you are an Individual or Micro Enterprise and have submitted a Payment Order which is deemed to be received on a later Business Day, then you can, until the Business Day before the Business Day on which the Payment Order is deemed to be received, withdraw the Payment Order via the App. After that point it will become binding on both Parties.

8.4 If you are a Large Enterprise, once you have submitted a Payment Order, you cannot withdraw it without our explicit express consent.

8.5 Payment Transactions from your E-Wallet will be executed in accordance with the following timescales:

9.1 We review Account and Payment Transaction activity at various times, including when you initiate a transfer of funds out of your E-Wallet, for amongst other things, suspicious or illegal activity. If and where appropriate we have the right to refuse any Payment Order and / or delay and investigate the execution of the Payment Transaction where:

9.2. In addition to the actions set out above in clause 9.1, we reserve the right to also take any of the following actions following a review:

9.3 If a Payment Order is subject to an investigation, we may place a hold on the payment and, subject to the Applicable Laws, provide notice to the recipient. Following our review, we may either approve or cancel the Payment Order. If we approve a Payment Order, we shall provide notice to the recipient. If the Payment Order has been canceled, we may, subject to the Applicable Laws, return the E-Money to your E-Wallet. Where an investigation is ongoing, we reserve the right to freeze your Account.

9.4 We also reserve the right to freeze and block your Account if we deem any funds to have been acquired illegitimately or where you are unable to provide details of the original source of the funds from your Nominated Account to your E-Wallet.

9.5 If a Payment Order is refused / Payment Transaction delayed, provided it is permitted by Applicable Law, you will be informed of the action taken and its reasons in advance or, if that is not possible, immediately after.

10.1 From time to time, we may set payment limits on the value of Payment Transactions you may carry out:

10.2 Applicable payment limits are available on the Website. We shall increase or decrease any payment limits at our sole discretion and shall notify you in advance of any changes made.

10.3 If you wish to increase or decrease payment limit, then you should contact us at support@skoolwisely.com.

10.4 We shall increase any payment limits only at our sole discretion and shall not be obliged to increase any payment limit. We shall have the right to ask you for information and documents to substantiate and certify the need for increasing a payment limit.

11.1 Subject to this clause 11, where an unauthorized Payment Transaction is made from your Account you will only be liable for up to a maximum of N100,000 for any losses incurred as a result of unauthorized Payment Transactions arising:

11.2 You shall not bear any liability for unauthorized Payment Transaction in cases where:

11.3 Except where you have acted fraudulently, you shall not bear any liability for unauthorised Payment Transaction in cases where:

11.4 You will bear full liability for any unauthorized Payment Transactions in cases where:

11.5 Where you are a Large Enterprise, if you deny having authorised an executed Payment Transaction:

11.6 Where you are not liable in full for an unauthorised Payment Transaction, we shall return to you the relevant amount (including any fees and interest) by no later than the next Business Day after the day on which we learned about the unauthorised Payment Transaction.

12.1 We will not be liable for any loss or costs you may suffer as a result of us acting on your instructions (regardless of whether or not that loss / costs could have been foreseen).

12.2 If you are an Individual or Micro Enterprise, in cases where we have not executed or have incorrectly executed a Payment Transaction, you shall have the right to claim an immediate refund from us of the respective payment amount without any deductions being made from the payment amount. In case we charge a service fee from you upon executing the Payment Transaction then you shall have the right to claim a refund from us of the respective service fee together with interest for late payment calculated from the service fee in accordance with the statutory rate for interest for late payment. If we have, upon executing the Payment Transaction, made any unjustified deductions from the payment amount, then we are obliged, without delay, to forward such unjustifiably deducted amounts to the recipient of the payment.

12.3 You shall not have the rights stipulated in clause 12.2 in cases where we have executed your Payment Order in full accordance with the payment information submitted by you to us. In such case you shall have the right to request that we help you to retrieve the payment amount and we shall have the right to charge you any fee indicated in the Fee Schedule.

12.4 If you are a Large Enterprise, clauses 12.2 and 12.3 shall not apply to you, and we shall have no liability to you in respect of an immediate refund of the respective payment amount. If a Payment Transaction has been incorrectly executed, and you notify us of this, you may request that we help you to retrieve the payment amount. In such case we shall have the right to charge you any fee indicated in the Fee Schedule.

Term

13.1 Once this Agreement is effective, there is no minimum contract period. This Agreement shall continue until it is terminated. Termination shall be effected in accordance with this clause 13.

Termination by notice

13.2 You may terminate this Agreement at any time, subject to you emailing us at support@skoolwisely.com and requesting that we close your Account. It may take up to 30 days for your Account closure to be complete.

13.3 If you are an Individual or Micro Enterprise, we may terminate this Agreement at any time, subject to providing you with a period of two months’ notice.

13.4 If you are a Large Enterprise, we may terminate the Agreement at any time on notice.

13.5 Where you have a Business Account, you may not terminate this Agreement to evade any investigation or review pursuant to clause 9 above. If you attempt to terminate this Agreement while we are conducting an investigation or review, we may hold your funds for up to 180 days to protect us or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties, and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.

Termination by us and right to refuse to provide services

13.6 In connection with our obligations under Applicable Law, we reserve the right to refuse to provide any services to you and the right to immediately terminate this Agreement entered into with you, in the occurrence of one or several of the following circumstances:

13.7 If we have exercised our right stipulated in clause 13.6 to refuse to provide services to you or to terminate an Agreement entered into with you it shall not be liable to you for any costs, losses, claims, and expenses caused to you as a result of it taking this action.

14.1 Upon termination of this Agreement for any reason, we have the right to prohibit your access to the Services, including without limitation by deactivating your Account, and to refuse future access to the Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors.

14.2 Upon the termination of this Agreement, we shall:

14.3 If we are unable (for whatever reason) to redeem any remaining E-Money held in your E-Wallet to your Nominated Account following a termination, we will retain the credit balance in a segregated account until notified of a valid payment account (which would be capable of satisfying the requirements of a Nominated Account) to which it can transfer the funds.

14.4 Where there is an insufficient balance of E-Money to satisfy all fees due and payable to us, you will be required to transfer any outstanding amounts (after the amounts due and payable have been offset against the E-Wallet balance) to an account nominated by us within 5 Business Days.

14.5 We are not required to redeem any E-Money from your E-Wallet where you made a request for redemption more than six years after the date of termination of this Agreement.

15.1 You may at any time view or download a statement of E-Money issuances, Payment Transactions and Redemptions made to or from your E-Wallet via the App in a section labeled “Account History” and we shall make available to you a monthly account statement for the previous 12 months from the date of your request. If this statement shows any transaction which was not made by you, please report this by reaching out to us at support@skoolwisely.com.

16.1 You are obliged to pay us the fees outlined in the Fee Schedule for the services provided to you by us under this Agreement.

16.2 If there is a Fee included in the Fee Schedule for a service provided to you, we will debit the funds from the corresponding currency wallet in your account. Fees are collected in the currency associated with the transaction or product. If there are insufficient funds, we will auto deduct from any e-value/funds held by the user on the app without notifying you.

16.3 In case there is monthly fee included in the Fee Schedule for a service provided to you, then we shall debit the respective amount from your E-Wallet in advance on the Business Day that the relevant service was first provided to you and then the same Business Day in each subsequent month, unless the Agreement or the Fee Schedule indicates otherwise.

16.4 Following a Payment Transaction, you are liable to us for the full amount of the payment plus any additional fees incurred if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the sum of the Payment Transaction, plus applicable fees if you make an unsuccessful claim or a chargeback, or if there is a reversal of the Payment Transaction. You agree to allow us to recover any amounts due to us by deducting the relevant sum your E-Wallet. If there are insufficient funds in your E-Wallet to cover the amount due, you agree to reimburse us through the other means including those set out in clauses 5.9.1 to 5.9.3.

16.5 If we make a payment to you for a claim, reversal, or chargeback that you file with us against a recipient of your payment, you agree that we assume your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in our discretion.

17.1 The valid versions of this Agreement and the Fee Schedule shall be deemed to be the newest versions of the documents available on the Website.

17.2 We shall have the right to unilaterally this Agreement including the Fee Schedule.

17.3 Upon amending this Agreement, we shall notify you about the amendments in accordance with clause 19.

17.4 If you are a Large Enterprise, any amendments to interest rates shall be carried out in accordance with clauses 17.2 and 17.3.

17.5 If it becomes apparent that any provision of any Agreement is void under Applicable Law, then subject to Applicable Law we shall have the right to unilaterally amend the Agreement by replacing the void provision with a valid provision so that the purpose of the valid provision would, as much as possible, serve the purpose of the void provision. In such case we shall notify you about the amendment via the App or by email. In such case you do not have the right to terminate the Agreement in accordance with clause 17.3.

18.1 Where you are a Large Enterprise, you agree that:

General

19.1 All notices / communications made in respect of the Agreement, and any provided under it by us, will be in English.

Notices to You

19.2 We may provide you with notices/communications in connection with the services provided to you via:

19.3 You undertake that the contact details provided to us are up to date and that you can be reached using these contact details. If the contact details should change, then you shall without delay provide us with your updated contact details. You can update your contact details as set out in clause 19.11.

19.4 Notices sent to you by us are deemed to have been received by you when:

Notices to us

19.5 Any notice to us must be sent by email to support@skoolwisely.com.

19.6 If you notify us of any event orally, we may require that you send us written confirmation within 10 Business Days. During the course of our investigation of such an event, we may request additional information from you.

20.1 Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy and protecting your data, as well as our use and disclosure of your information. If you receive information about another SkoolWisely customer through the Services, you must keep the information confidential and only use it in connection with the service. You may not disclose or distribute a SkoolWisely user’s information to a third party or use the information for marketing purposes without that user’s express consent.

Third Party Operating System Providers, Phone Manufacturers, and Wireless Carriers

21.1 The App works on an application linked to a particular device and operating system, such as the Apple iOS operating system. We are solely responsible for providing maintenance and support services for the Services. Covered Third Parties have no obligation to provide maintenance or support services for the Services. Covered Third Parties have no warranty obligations whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Services to conform to any warranty provided by us, if any, will be our sole responsibility. We, not any Covered Third Parties, are responsible for addressing any claims relating to the Services, including, but not limited to:

21.2 If you are using the Services on an Apple device, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Services.

Services via SMS or Mobile Data

21.3 The Services enable you to send and receive payments through your mobile phone via SMS or mobile data plan. If you use the Services on your mobile phone, you are responsible for any fees that your phone service provider charges for SMS, data services, etc. Your mobile phone service provider is not the provider of the Services.

SkoolWisely Websites

22.1 The Website (and any other website operated by us) may feature third party offers and enable product searches. We do not warrant that product descriptions, pricing, search results, user ratings and reviews or any other content on the any such website is accurate, complete, reliable, or current. This information is provided for informational purposes only and does not constitute an endorsement by us of any product, service, or vendor.

Intellectual Property

22.2 “skoolwisely.com”, “SkoolWisely”, and all related logos, products, and services described on any other operated by SkoolWisely (including the Website) and any mobile application operated by SkoolWisely (including the App) are either trademarks or registered trademarks of SkoolWisely or its affiliates or licensors. You may not copy, imitate, or use them without SkoolWisely’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and / or trade dress of SkoolWisely. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by SkoolWisely through our vendor services, SMS tools, promotional tools, or affiliate programs without prior written consent for the purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to SkoolWisely or the Service or display them in any manner that implies SkoolWisely’s sponsorship or endorsement. All right, title, and interest in and to the any website operated by SkoolWisely and any content thereon is the exclusive property of SkoolWisely and its licensors. Certain other product or service names, brand names and company names may be trademarks of their respective owners.

License Grant

22.3 Certain of the Services require the use of software and software applications provided to you through SkoolWisely (collectively “Software”) owned by SkoolWisely Limited. (“SkoolWisely”) and its licensors grant you a limited, nonexclusive license to use SkoolWisely’s Software that we provide to you solely in accordance with this Agreement and any user documentation we may provide, including all updates, upgrades, new versions and replacements of the Software (all of which become part of the “Software”) for your personal use only in accordance with this Agreement. If the Software will be downloaded to a mobile device, this license extends to your use of the Software on a device that you own or control, as long as your use is permitted by the usage rules set forth for your particular device (for example, the Apple App Store Terms of Use). You may not rent, lease or otherwise transfer your rights in the SkoolWisely Software to a third party. You must comply with the implementation and use requirements for the SkoolWisely Software contained in this Agreement or in any Services documentation we provide to you. If you do not comply with such implementation and use requirements, you will be liable for all resulting damages suffered by you, us, or any third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to the Software are owned by SkoolWisely Parent. Your rights to use the Software cease immediately upon termination of this Agreement and you must delete all of your copies of the Software.

23.1 If we incur any damages because you violate our policies, break any laws, or otherwise cause us to suffer any damages or incur any expenses then we may hold your funds up to 180 days, we may recover from you the damages incurred from each violation and take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur.

23.2 Unless otherwise prohibited by Applicable Law, you assume all responsibility for your use of the Services and use them at your own risk. To the fullest extent permissible under Applicable Law, all such representations, warranties, guarantees and conditions are disclaimed, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of intellectual property rights, or other terms which might otherwise be implied by statute, common law or in equity. We do not warrant that the services will be uninterrupted or error-free, that defects will be corrected, or that the services, or the servers that process information for the services, are free of viruses, bugs or other harmful components.

23.3 On behalf of us, Covered Third Parties, and each of our respective affiliates, vendors, agents and suppliers, we make the following disclaimers set forth in this clause: the Services are provided on an “as is”, “as available” and “with all faults” basis, without any representations, warranties, guarantees, or conditions of any kind, express, implied or statutory, including, but not limited to, any warranty as to the use or operation of the services, or the information, content or other materials related to the services, whether provided by us, any third party, or any of the Covered Third Parties. Neither we, nor any third party, nor any of the Covered Third Parties warrant nor make any representations regarding the use or the results of the services in terms of correctness, accuracy, timeliness, reliability, or otherwise.

23.4 You assume the entire cost of all necessary maintenance, repair, or correction to any equipment you use in accessing any of the services, including, but not limited to, your mobile phone or other device. Neither we, nor any third party (including any Covered Third Parties), nor any of their respective affiliates, vendors, agents or suppliers will be liable for, and you agree not to seek against any of the foregoing, any damages of any kind arising from the use of the services, including, but not limited to, indirect, special, incidental, punitive, exemplary, consequential damages or damages resulting from the use of Services, loss of use of the Services, lost data, lost profits, or business interruption arising out of or in any way connected with the use of the services, any delays in the services, or the inability to use the services, or any portion thereof, whether based on contract, tort, negligence, strict liability or otherwise, even if all or any of us have been advised of the possibility of such damages and even if any remedy fails of its essential purpose.

Limitations on Liability

23.5 Except as otherwise expressly provided in this Agreement, and to the extent permissible under Applicable Law, our (including our officers, employees or agents) cumulative liability to you for any claims or damages arising out of or related to your use of the Services shall not exceed the Fees you paid to us for the Services provided under this Agreement.

Indemnification

23.6 Except to the extent that any loss is due to a Party’s (the “Non-Breaching Party”) negligence, willful default or fraud or that of the Non-Breaching Party’s employees or Non-Breaching Party’s affiliated companies, the other Party will indemnify the Non-Breaching Party against all costs, losses, claims and expenses which may be incurred or made by the Non-Breaching Party arising as a result of or in connection with this Agreement.

Release

23.7 If you have a dispute with one or more other SkoolWisely customers relating to payment, we are not responsible for any such dispute and you hereby release us (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

24.1 This Agreement will be governed by Nigerian law and the courts of Nigerian will have exclusive jurisdiction over any claim, dispute or matter.

24.2 You shall have the right to submit any complaints about the services provided to you by e-mail to us. We will handle all complaints in accordance with our Complaints Handling Procedures, a summary of which is set out on the Website.

24.3 If you are an Individual or a School and we have not replied to a duly submitted customer complaint within 15 days, then you may have a right to seek recourse from the Public Complaints Commission in Nigeria. The terms for seeking recourse from the Public Complaints Commission are stipulated in more detail on the website of the Public Complaints Commission at https://pcc.org.ng/jsst-add-ticket

25.1 In the event of termination of this Agreement or the Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to clauses 1, 9, 11, 13, 14, 16 to 26.

25.2 We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, disease (including pandemics and / or epidemics), strikes, acts of governmental agencies, labour difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our control, whether or not similar to those enumerated herein.

26.1 You acknowledge and agree that this Agreement is between you and us, not with any third party (including, but not limited to, any Covered Third Party), and that we are solely responsible for the Services. Your use of the Services may be subject to separate agreements you may enter into with a Covered Third Party. You agree to comply with all applicable Covered Third Party terms of agreement when using the Services. We are not a party to agreements with a Covered Third Party and have no responsibility for the products and services provided by such Covered Third Parties.

26.2 It is your responsibility to determine what, if any, taxes apply to any Payment Transaction you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

26.3 This Agreement and other documents (including but not limited to the Privacy Policy) referenced in or linked to this Agreement, which are hereby incorporated herein and made a part of this Agreement by this reference, contain yours and our entire Agreement regarding your use of the Services.

26.4 If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement, which together will be construed as if such illegal or unenforceable provision had not been included in this Agreement.

26.5 Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

26.6 The clause headings in this Agreement are for convenience of reference only and are not to be considered as parts, provisions or interpretations of this Agreement.

26.7 You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement without our prior written consent. We shall have the right to assign, transfer or novate the Agreement or any rights and obligations under any Agreement to a third party without your consent.

26.8 We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

26.9 Our delay or failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.

26.10 Nothing in this Agreement shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and us, and / or other individuals or entities involved with providing the services under this Agreement.