1. General

1.1 Interswitch hereby grants You the non-exclusive right to utilize the Platform for the purpose of having access to Interswitch's online educational materials, within the stipulated timeframe in Clause 9.2 of these T&Cs.

1.2 User shall not and shall not permit its affiliates or any third party to translate, reverse engineer, decompile, recompile, update or modify all or any part of the Platform or merge the Platform into any other solution.

1.3 All patents, copyrights, circuit layouts, mask works, trade secrets and other proprietary rights in or related to the Platform are and will remain the exclusive property of Interswitch, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Platform is used. User will not take any action that jeopardizes Interswitch's proprietary rights or acquire any right in the Platform. Interswitch will own all rights in any copy, translation, modification, adaptation or derivation of the Platform or other items of Confidential Information, including any improvement or development thereof. User will obtain, at Interswitch's request, the execution of any instrument that may be appropriate to assign these rights to or perfect these rights in Interswitch's name.

1.4 User shall not allow any third party to have access to the Platform under its account, without Interswitch's prior written consent.

1.5 User may receive notification/reminder emails prompting course completion.

1.6 All rights not explicitly granted herein are reserved.

1.7 These T&Cs shall be governed by the laws of Nigeria.

1.8 If a dispute arises between Interswitch and the User in connection with the interpretation, implementation or operation of these T&Cs or its subject matter or the validity of any document furnished by either Interswitch or the User under these T&Cs which cannot be resolved amicably by them within ten (10) days of notice of the dispute by either of the Parties, such dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023. The place of arbitration shall be Lagos or held virtually and the language of the Arbitration shall be English. There shall be one Arbitrator and the Parties shall jointly appoint the Arbitrator. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction, in Nigeria, pending the decision of the Arbitrator. The Arbitrator may, in any dispute in which any matter of a technical or financial nature is relevant, appoint an assessor having the requisite experience to assist the mediator or conciliator in the arbitration. The assessor shall not have a vote in the award made by the Arbitrator but shall act as an advisor only.

1.9 Non-acceptance of these T&Cs requires immediate cessation of module usage.

2. Financial

2.1 Interswitch prices and sells the e-learning courses in Naira. You must remit payment in the currency indicated on the e-invoice via the provided payment gateway; and payment shall be made on the Platform.

2.2 Currency conversion charges from other currencies to that of the invoice fall under the User's responsibility.

2.3 Applicable sales taxes in the course's country will be added to fees in adherence to local tax regulations, and same will be reflected on the e-invoice.

2.4 Agreement to payment terms is implicit upon signing these T&Cs and vice versa.

2.5 Interswitch issues e-invoices for module and certification/exam fees before commencement of training, thus You understand that You must settle the e-invoice issued by Interswitch prior to gaining access to course modules, certification and or exams on the Platform.

2.6 Course fees cover material licensing for a limited duration of ninety (90) days and is valid for one individual and is non-transferable.

2.7 Interswitch reserves the right to adjust pricing in response to uncontrollable module specification changes, which shall become applicable upon renewal.

2.8 Advertised discounts are mutually exclusive, with only one discount applicable per course.

3. Non-Cancellation Policy

3.1 If a customer cannot access the module online via https://skillbaseng.mindscroll.com / https://skillbase.interswitchgroup.com because they fail to meet the required system requirements, Interswitch will not take responsibility or give a refund to the purchaser.

3.2 The start date of access is deemed to be the date that the User first has access to the e-Learning modules. Interswitch eLearning portal will remind the customer to complete their enrolled course(s).

4. Refunds

4.1 Once these T&Cs are electronically consented to, automatic access to online materials/course is granted, and no refunds are available post-access.

4.2 Any payment made by You in accordance with these T&Cs shall not be refundable for any reason whatsoever including but not limited to: (i) inability to pass the course or submit and assessment; (ii) failure to complete an e-learning module within any specified timeframe; and (iii) failure to make use of the online materials/course during the stipulated time.

5. E-learning Materials

5.1 The training material is the property of Interswitch.

5.2 Interswitch has developed, maintained, updated, and distributed the training material.

5.3 Usage of the training material within our modules is restricted to the registered User who has received login details from Interswitch.

5.4 The User understand that the materials on the Platform are for their individual training. Thus, the User must not copy, share, modify, transmit, distribute, or exploit the materials on the Platform for any other purpose. Any other use is expressly prohibited and subject to legal action.

5.5 The User shall not permit others to copy, use, modify, transmit, distribute, or exploit the materials on the Platform.

5.6 Materials provided by Interswitch are "as-is," without warranties. Interswitch does not warrant that the Platform will be uninterrupted, secure or error free, or that all errors will be corrected.

5.7 Interswitch may enhance or alter materials on the Platform without prior notice.

5.8 All rights not explicitly granted herein are reserved.

5.9 If You do not agree with these T&Cs you must cease to use the Skillbase Interswitch eLearning immediately.

6. Access to the Modules

6.1 Interswitch aims to provide uninterrupted access to the Platform. However, certain conditions beyond Interswitch's control may temporarily disrupt access. Interswitch commits to restoring access within a reasonable timeframe.

6.2 Interswitch reserves the right to terminate, modify or discontinue any and all aspects of the module, including content, availability, access, and terms, at its sole discretion. Changes are effective immediately upon notice, typically communicated through the Platform. In the case of a discontinued module, Users subscribed to the discontinued module, shall either be entitled to complete the course module or have access to the module for the outstanding period before the course lapses, whichever occurs earlier.

6.3 Users are responsible for ensuring their hardware, software, and internet services are compatible with the Platform in order to access the contents of the modules.

6.4 Interswitch provides technical support during business hours, i.e., 8am to 5pm on Monday to Friday, excluding public holidays, as declared by the Federal Republic of Nigeria.

7. Third Party Content

7.1 Interswitch makes no warranty, representations or undertakings, either expressed, implied, statutory or otherwise, of the accuracy, merchantability, fitness for a particular purpose, or non-infringement of the information provided by third parties. This includes, but is not limited to, any information found on a link located on this site that allows users to access information found on another website. Additionally, Interswitch does not warrant the existence or functionality of any website which can be accessed through a link located on the Platform.

7.2 Interswitch and its third-party content/platform providers retain all intellectual property rights on the Platform, including trademarks, service marks, trade dress, inventions, ideas, trade secrets, source code, and original content.

7.3 Except as provided in this agreement, no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, are granted by Interswitch and its third-party content/platform providers to User under these T&Cs

7.4 Except as expressly stated, reproduction or commercial use of site content requires prior written consent from Interswitch.

8. Disclaimers and Limitation Liability

8.1 Interswitch, its affiliates, agents, employees, shareholders, directors, officers, third-party content/platform providers, successors, or assigns shall not, under any circumstances or legal theory (tort, contract, or otherwise), be held liable to You or any other individual or entity for indirect, special, incidental, punitive, or consequential damages of any nature. This includes, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of productivity or contract, and any other damages or losses.

8.2 Interswitch shall not be liable to the User in event that the User suffers loss arising from a breach of the security and integrity of the User's systems (hardware or software).

8.3 Interswitch will not be liable for the actions or inactions of any third party not acting on the instructions of Interswitch; neither will Interswitch be liable for the actions or inactions not directly traceable to it.

8.4 Interswitch shall not be liable for any loss which occurs during a routine maintenance of its Platform, of which it has given the User notice of.

8.5 Interswitch, its staff and affiliates will not be responsible for any loss or damage suffered by any User, or any other person in connection with the Platform. As such, You agree to indemnify Interswitch (and its affiliates, officers, employees and agents) against, and hold Interswitch harmless from, any damages, liabilities, losses, sanction, claims, suits, fines, charges, or expenses incurred arising directly or indirectly out of the User's access to the Platform and or modules, the User's breach of these T&Cs and the User's negligent or fraudulent act or omission in relation to the Platform. This Clause shall survive the termination of these T&Cs.

8.6 In no event shall Interswitch be liable to the User in excess of the fees that has accrued to Interswitch from You in relation to a module, even if Interswitch has been made aware of the potential for such damages or in the event of a claim by any other party. No liability shall be raised against Interswitch more than One (1) year after the accrual of the cause of such liability; it is further agreed that the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of Interswitch. The limit of liability applies irrespective of the number of claims and shall survive the termination of these T&Cs.

9. The Contract

9.1 Upon committing to the purchase of Interswitch e-learning modules, You acknowledge your agreement to adhere to these T&Cs. You expressly consent to utilizing the eLearning material solely for your personal learning, refraining from any reproduction, sale, rental, or copying of Module materials (either wholly or partially). Furthermore, you commit to utilizing such materials exclusively for personal reference.

9.2 Access to online materials is granted upon purchase for a specified registration period, typically three (3) months from course access date unless an alternative duration is specified or agreed on, in writing, between You and Interswitch. Following this period, you may request an extension via email to [email protected], provided a satisfactory reason is provided. It is within Interswitch's discretion to refuse access after the initial period.

9.3 If any provision of these T&Cs is declared unlawful and/or unenforceable by operation of law, any court or authority, such provision shall be severed from these T&Cs and rendered ineffective so far as is possible without modifying the remaining provisions of these T&Cs.

10. Anti-Corruption

10.1 The User shall comply with all applicable anti-bribery and anti-corruption Laws in any relevant jurisdiction (including those in Nigeria and the Foreign Corrupt Practice Act of the United States of America and the Bribery Act 2010 of the United Kingdom) and all applicable anti-bribery and anti-corruption regulations and codes of practice.

11. Inducement and Anti-Graft

11.1 the provisions herein, for the purpose of this clause, the meaning of the “Gratification” shall include but not be limited to: money, donation, gift, loan, fee, reward, valuable security, property or interest in property (property being property of any description, moveable or immovable, tangible or intangible, real or personal whether situated in Nigeria or elsewhere), promise of employment, contract of empowerment or services.

11.2 You shall not offer to give any person (“person” meaning Interswitch employees or third Parties) any gratification or consideration of any kind as an inducement or reward for doing or not doing or having done or omitting to do a favour or for a disfavour done to another in the discharge of official duty, duties or in relation to any matter connected with his/her job functions or relating to the Platform or the business of Interswitch.

11.3 In the fulfilment of this clause, You owe a duty to Interswitch to report any person(s), who request for personally or through an agent, (agent meaning any person employed by or acting on behalf of another), accepts, receives or obtains any property or benefit of any kind for himself or herself or for any other person, on account of a reward in any of the instances stipulated herein.

11.4 You may effect his or her report by calling the Interswitch anonymous line +2340800-TIPOFFS (0800-847-6337) or by using any of the underlisted channels:

• Web Portal: https://tip-offs.deloitte.com.ng
• E-mail: [email protected]

11.5 Any breach of the terms of this clause by You or by the anyone acting on your instructions (whether with or without your knowledge) shall entitle Interswitch to terminate these T&Cs with the User forthwith. Termination shall be without prejudice to any other remedies available to Interswitch at law which may include criminal prosecution for corrupt practices.