1. Definitions
Capitalised terms used in these Terms have the meanings set out below.
- Platform / EduSphere
- The Vicomeg-operated, multi-tenant Software-as-a-Service known as "EduSphere", including its web application, mobile applications, APIs, AI services, hosted infrastructure and supporting documentation.
- School / you
- The educational institution identified on the Order Form (or, in the absence of an Order Form, the legal entity whose Authorized Users access the Platform), together with its lawful affiliates.
- Order Form
- The document signed by you and Vicomeg (or completed online and confirmed by email) that sets out the Subscription, fees, Token allocations and other commercial particulars.
- Authorized User
- Any natural person authorized by the School to access the Platform — including without limitation administrators, teachers, learners and guardians.
- School Content
- Any data, text, file, document, recording or other material that the School or its Authorized Users transmit to, store on, or generate within, the Platform — including personal data of Authorized Users.
- Token
- The pre-paid unit of consumption metered by the Platform for AI-driven features (e.g., auto-grading, report-card comments, conversational assistant). Tokens are described further in §5.
- NDPA
- The Nigeria Data Protection Act, 2023 and any regulations, codes of practice or guidance issued under it.
- PSP
- A licensed payment service provider integrated with the Platform from time to time (currently Paystack, Monnify and Stripe).
- DPA
- The Data Processing Agreement at Schedule 1, incorporated by reference into these Terms.
- SLA
- The Service Level Agreement at Schedule 2, incorporated by reference into these Terms.
- AUP
- The Acceptable Use Policy at Schedule 3, incorporated by reference into these Terms.
2. The Platform
2.1 Right of access
Subject to your payment of fees and compliance with these Terms, Vicomeg grants you a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to permit your Authorized Users to access and use the Platform solely for your own internal educational and administrative purposes.
2.2 Updates and changes
Vicomeg may from time to time update, modify, or add functionality to the Platform. Vicomeg will not materially diminish the core functionality during a paid Subscription Term. Where a change requires action by you (for example, re-acceptance of an Order Form or migration of School Content), Vicomeg will give reasonable prior notice.
2.3 Restrictions
You must not, and must ensure that your Authorized Users do not:
- copy, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform, except to the extent expressly permitted by mandatory law;
- use the Platform to provide commercial services to third parties (e.g., as a service bureau);
- access the Platform in order to build a competing product or to benchmark its performance for publication without Vicomeg's prior written consent;
- upload material that is unlawful, obscene, harassing, defamatory, infringing or that contains malware; or
- scrape, harvest or extract data from the Platform other than through the documented APIs and within the limits of these Terms.
4. Term, Renewal & Termination
4.1 Initial term
The Subscription will start on the Effective Date and continue for the period stated on the Order Form (the "Initial Term"). In the absence of a stated term, the Initial Term is twelve (12) months.
4.2 Renewal
The Subscription will renew automatically for successive periods of twelve (12) months (each a "Renewal Term") unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current term.
4.3 Termination for cause
Either party may terminate the Subscription on written notice if the other party (i) commits a material breach which is incapable of remedy, (ii) commits a material breach which is capable of remedy and fails to remedy it within thirty (30) days of written notice, or (iii) becomes insolvent, enters liquidation, or makes an assignment for the benefit of creditors. Vicomeg may additionally suspend the Platform with immediate effect where continued access creates an imminent threat to security or to other customers.
4.4 Effect of termination
On termination: (i) all rights to access the Platform cease; (ii) accrued fees become immediately payable; (iii) Vicomeg will, on written request received within thirty (30) days of termination, provide an export of School Content in a structured, machine-readable format; (iv) Vicomeg will delete School Content from production systems within sixty (60) days of termination and from back-ups in line with its retention schedule, and will, on request, certify the deletion.
5. Fees, Tokens & Payment
5.1 Subscription fees
The School will pay the fees stated on the Order Form. Fees are payable in advance, in Nigerian Naira (NGN) unless agreed otherwise, and exclusive of VAT, withholding tax, stamp duty or other applicable taxes which the School is responsible for paying.
5.2 Tokens
Some Platform features consume Tokens. Tokens are pre-paid, are deducted in real time as the relevant feature is used, and are non-refundable once consumed. Unused Tokens expire twelve (12) months after the date of purchase unless extended on the Order Form. Vicomeg publishes per-feature Token rates in the Platform; rates may be adjusted on thirty (30) days' notice for prospective consumption.
5.3 Payment processing
Payments are processed by PSPs. The School authorises Vicomeg to initiate transactions through the PSP that the School selects. Vicomeg does not store full card numbers (PAN); the PSP is responsible for cardholder data security in accordance with PCI-DSS. Vicomeg is not liable for PSP outages, settlement delays or chargebacks beyond its own role in initiating the transaction.
5.4 Late payment
Undisputed invoices unpaid for more than thirty (30) days from due date accrue interest at one and one-half per cent (1.5%) per month or the maximum permitted by law, whichever is lower. Vicomeg may suspend the Platform for accounts where invoices remain unpaid for more than sixty (60) days, after giving fourteen (14) days' written warning.
5.5 Price adjustments at renewal
Subscription fees may be adjusted at each Renewal Term on at least sixty (60) days' written notice. Adjustments will not exceed fifteen per cent (15%) or the change in the Nigerian Consumer Price Index since the previous renewal, whichever is higher, unless the School agrees otherwise.
6. AI Features
6.1 Nature of AI outputs
Some Platform features rely on artificial-intelligence models — including third-party large language models — to generate outputs (for example, suggested report-card comments, auto-graded answers, or risk scores). AI outputs are probabilistic and may be inaccurate, incomplete or biased. Vicomeg does not warrant that AI outputs will be fit for unsupervised use.
6.2 Human-in-the-loop
The School must keep a qualified human in the loop for any decision that materially affects an Authorized User — including without limitation publication of grades, issuance of report cards and exclusion from a class or service. AI outputs are advisory until reviewed and confirmed by an authorised teacher or administrator.
6.3 Training and feedback
Vicomeg will not use School Content or Authorized User inputs to train or fine-tune any model used by Vicomeg or any third party, except where the School has expressly opted in through a labelled control or signed an addendum permitting such use. Vicomeg may aggregate and de-identify telemetry to operate, secure and improve the Platform.
6.4 Model changes
Vicomeg may change the underlying AI provider or model. Where a change is likely to alter outputs materially (for example, switching auto-grading models mid-term), Vicomeg will publish a change notice through the Platform's administrator console at least fourteen (14) days in advance, except where security or legal compliance requires an immediate change.
7. Service Levels & Support
Availability commitments, severity tiers, response and resolution targets, planned-maintenance windows, exclusions and service-credit remedies are set out in the SLA at Schedule 2. Service credits are the School's sole and exclusive financial remedy for service-level shortfalls, save for the right to terminate for repeated material breach.
8. Intellectual Property
8.1 Platform IP
Vicomeg retains all right, title and interest in and to the Platform, including any updates, enhancements and derivative works, and all related intellectual property rights. No rights are granted by implication, estoppel or otherwise.
8.2 School Content
As between the parties, the School retains all right, title and interest in and to School Content. The School grants Vicomeg a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display, process and otherwise use School Content solely for the purpose of providing the Platform and performing its obligations under these Terms.
8.3 AI-generated outputs
To the extent that AI-generated outputs are copyrightable and arise from the School's prompts and Content, Vicomeg assigns to the School all such rights it may have in those outputs as a work derived from School Content, provided that this assignment does not extend to the underlying models, prompts library or Platform improvements made by Vicomeg.
8.4 Feedback
If the School provides feedback or suggestions about the Platform, the School grants Vicomeg a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose. Feedback is provided "as is" without any warranty.
9. Confidentiality
Each party will (i) hold the other's Confidential Information in confidence using at least the same standard of care as it applies to its own information of similar sensitivity (and no less than a reasonable standard of care); (ii) use it only to perform under these Terms; and (iii) disclose it only to personnel and agents who need to know and who are bound by confidentiality obligations no less protective. These obligations continue for three (3) years after termination, except for trade secrets which remain confidential for so long as they qualify as such under applicable law. A receiving party may disclose Confidential Information where required by law, provided that, where lawful and reasonably practicable, it gives the disclosing party prior notice and reasonable assistance to seek a protective order.
10. Data Protection & Security
10.1 Roles
In respect of personal data within School Content, the School acts as Data Controller and Vicomeg acts as Data Processor. Each party will comply with applicable data-protection laws, including the NDPA. The DPA at Schedule 1 sets out the specific obligations of each party.
10.2 Minors
The School warrants that it has, before uploading any personal data of a minor, obtained all consents required by applicable law (including, where required, from the minor's parent or guardian) and has the legal authority to provide instructions for processing under the DPA. The School will not upload more personal data of minors than is strictly necessary.
10.3 Security
Vicomeg will implement and maintain appropriate technical and organisational measures to protect School Content against unauthorised access, alteration, disclosure or destruction. A summary of those measures is at Annex II to the DPA. Vicomeg will not store full payment card numbers; that data flows directly to the PSP.
10.4 Breach notification
Vicomeg will notify the School in writing without undue delay and, in any event, within seventy-two (72) hours after becoming aware of a personal-data breach affecting School Content, and will provide the information required by NDPA s.40 and the DPA.
11. Warranties & Disclaimers
11.1 Mutual warranties
Each party warrants that (i) it has full power and authority to enter into and perform these Terms; (ii) its execution and performance of these Terms do not breach any other obligation owed to a third party; and (iii) it will comply with all laws applicable to its performance.
11.2 Vicomeg warranty
Vicomeg warrants that the Platform will materially conform to the documentation. The School's exclusive remedy for breach of this warranty is, at Vicomeg's option, (i) re-performance of the affected services, or (ii) a pro-rated refund of fees paid for the affected services during the period of non-conformity.
11.3 Disclaimer
Except as expressly set out in these Terms, the Platform is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, Vicomeg disclaims all other warranties — express, implied or statutory — including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. Without limiting the foregoing, Vicomeg does not warrant that AI outputs are accurate, complete, current or appropriate for any specific educational decision.
12. Indemnities
12.1 Vicomeg IP indemnity
Vicomeg will defend the School against any third-party claim that the Platform, when used as authorised under these Terms, infringes the intellectual-property rights of that third party, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction (or agreed in settlement approved by Vicomeg). This indemnity does not apply to claims arising from: (i) modifications of the Platform by anyone other than Vicomeg; (ii) combination of the Platform with material not supplied by Vicomeg; (iii) use of the Platform outside the scope of these Terms; or (iv) School Content.
12.2 School data indemnity
The School will defend Vicomeg against any third-party claim arising from (i) School Content; (ii) the School's failure to obtain or maintain a valid lawful basis for processing personal data under the NDPA; or (iii) the School's breach of the AUP, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction (or agreed in settlement approved by the School).
12.3 Procedure
Indemnification under this §12 is conditional on the indemnified party (i) giving prompt written notice of the claim; (ii) granting the indemnifying party sole control of the defence and settlement, provided no settlement may admit liability of the indemnified party or impose non-monetary obligations on it without consent; and (iii) providing reasonable assistance at the indemnifying party's expense.
13. Limitation of Liability
13.1 Cap
Subject to §13.3, each party's aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), under statute or otherwise — is capped at the total fees paid by the School to Vicomeg in the twelve (12) months immediately preceding the event giving rise to the claim.
13.2 Indirect loss
Subject to §13.3, neither party will be liable to the other for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data (other than the cost of restoration from Vicomeg's most recent back-up) or for any indirect, special, incidental, consequential or punitive damages, whether or not foreseeable.
13.3 Carve-outs
The cap in §13.1 and the exclusion in §13.2 do not apply to: (i) a party's indemnification obligations under §12; (ii) breach of confidentiality under §9; (iii) infringement of the other party's intellectual-property rights; (iv) the School's obligation to pay fees; or (v) liability that cannot be limited or excluded under applicable law (including under the FCCPA where it applies).
14. Suspension
Vicomeg may suspend any Authorized User account, or the Platform in respect of the School, immediately on written notice where (i) the School is in material breach of these Terms or the AUP; (ii) the School fails to pay an undisputed invoice within sixty (60) days of due date; (iii) continued access creates a security or legal risk; or (iv) a regulator with jurisdiction so requires. Suspension does not relieve the School of its obligation to pay fees that would otherwise have accrued.
15. Force Majeure
Neither party will be liable for any delay or failure in performance caused by events beyond its reasonable control — including acts of God, war, terrorism, civil unrest, strike, epidemic, telecommunications or power failures originating outside the affected party's facilities, government action or natural disaster. The affected party will give prompt notice and use reasonable efforts to mitigate. If a force-majeure event continues for more than sixty (60) days, either party may terminate the affected services on written notice.
16. Notices
Notices to Vicomeg must be sent to the address stated on the Order Form, marked for the attention of the Legal Function, with a copy by email to legal@vicomeg.com. Notices to the School will be sent to the address and email stated on the Order Form. Notices are deemed received on the next business day after dispatch by recognized courier, or on the day of receipt by email (provided no bounce-back is received).
17. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Federal Republic of Nigeria, without reference to its conflicts-of-laws rules. The parties will attempt in good faith to resolve any dispute through negotiation by their senior representatives within thirty (30) days. Failing that, the dispute will be referred to arbitration in Lagos under the Arbitration and Mediation Act, 2023, before a single arbitrator appointed by agreement or, failing agreement, by the President of the Chartered Institute of Arbitrators (Nigeria Branch). The seat of arbitration is Lagos and the language is English. Either party may seek interim relief from the Federal High Court.
18. General
18.1 Assignment
Neither party may assign or transfer these Terms without the other's prior written consent, except that either party may assign on written notice to an affiliate or to a successor in a merger or sale of substantially all of its assets, provided that the assignee accepts these Terms in writing.
18.2 No partnership
Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
18.3 Severability
If any provision is held unenforceable, the remaining provisions continue in full force and the unenforceable provision is replaced with an enforceable provision that most nearly reflects the parties' intent.
18.4 Entire agreement
These Terms, the Order Form, and the Schedules constitute the entire agreement between the parties on their subject matter and supersede all prior oral or written representations.
18.5 Amendments
Amendments require the written agreement of both parties. Vicomeg may update operational policies (AUP, SLA, Cookie Policy, sub-processor list) on reasonable notice, provided the changes do not materially diminish the rights of the School during the then-current Subscription Term.
18.6 Electronic execution
The parties agree that these Terms may be accepted and executed electronically (including by click-wrap) in accordance with the Evidence Act, 2011 (as amended).
Schedules
- Schedule 1 — Data Processing Agreement (DPA): see separate document VCM-LEG-DPA-001.
- Schedule 2 — Service Level Agreement (SLA): see separate document VCM-LEG-SLA-001.
- Schedule 3 — Acceptable Use Policy (AUP): see separate document VCM-LEG-AUP-001.