SBP TERMS AND AGREEMENT

Read it carefully before accessing the S&BP computer software of E- learning courses, which contains S&BP content and content supplied to S&BP by third parties or S&BP group companies, along with associated documentation, media, online or electronic documentation, and other content and updates, which all are hereinafter referred to as “S&BP Products”.

IMPORTANT: This Agreement provides a license to use S&BP Products. You must agree to be bound by the terms and conditions contained in this License Agreement. By accessing the S&BP Products, you confirm that you have read and understood this Agreement, accepted it and agreed to become bound by the terms of this Agreement. If You do not agree to any of the terms of this Agreement, You shall not access the S&BP Products.

All the S&BP Products are copyright of S&BP and protected against Nigerian copyright laws. The S&BP is owner of products. The contents of S&BP Products are for informational and educational purposes only. All parties involved in the development of S&BP Products, including E-learning courses, shall not be liable for any inappropriate use of this information.

Upon your acceptance of all the terms and conditions of this Agreement, S&BP grants You a license (the “License”) to use and access the S&BP Products.

1.     LICENSE: Subject to receipt of all appropriate license/ course/product fees, S&BP grants You a personal, restricted, non-exclusive, non-transferable, revocable license to access and use the S&BP Products solely for your personal purposes and solely from the S&BP website. You may install and use the S&BP Product only on a single computer. Usage on multiple computers or over a network is only permissible provided you have a license for each separate computer on which the S&BP Product is installed and run. A license for the S&BP Product may not be shared, installed or used concurrently on different computers. You agree that S&BP may audit your use of the S&BP Products for compliance with these terms at any time, upon reasonable notice.

2.    RESTRICTIONS. The License granted hereunder is personal to You. You may not transfer any of the rights granted to you under this Agreement, nor may You permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use of the S&BP Products. Any attempt by You to transfer any of the rights, duties or obligations hereunder will be void.

The S&BP Products are licensed as a single product; they may not be shared or used concurrently on more than one computer or by more than one user at a time.

·     You may not make or distribute copies of the S&BP products, or electronically transfer them from one computer to another or over a network. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the S&BP Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement.

·     You may not reverse engineer, disassemble, decompile, or translate the S&BP Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not loan, resell for profit, or distribute the S&BP Products, or any part thereof in any way including, but not limited to, making the S&BP Products available to any other individual via shared access to a single computer, a computer network, or access information, which may include the log-in name and password or other authentication data for the S&BP Products.

·     You may not remove any proprietary notices or labels from the S&BP Products. You may not make copies of the S&BP Products, copy the printed materials or documentation accompanying the S&BP Products or give copies to another person, or duplicate the S&BP Products by any other means, including electronic transmission, except as specifically set forth herein.

·     If You are hosting the S&BP Products, You may store or install a copy of the S&BP Products on a storage device, such as a network server, used only to install or run the S&BP Products on your other computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on or from which the S&BP Product is installed, used, accessed, displayed or run.

·     Although You may keep a backup of the S&BP Products for your own use, you are not allowed to make more than two copies for backup purposes, provided that the copy You make contains all of the proprietary notices contained on the S&BP Products.

·     You may print one copy of an -learning course provided electronically solely in accordance with the instructions provided to You regarding the specific course material transmitted to You.

·     COPYING OR REPRODUCTION OF THE S&BP PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

3.    OWNERSHIP. The S&BP Products (including but not limited to text and any images, photographs, icons, graphics, animations, video, audio, and all other media incorporated into the S&BP Products, all copyrights, patents, patent applications, trade secret rights, trademarks, source code)) are the property of S&BP and are protected by Nigeria copyright and other intellectual property laws and treaties. The foregoing license gives you limited license to use the S&BP products only under the terms of this Agreement, and S&BP reserves all rights not expressly granted to You. S&BP and S&BP Products referenced in the S&BP Products are either trademarks or registered trademarks of S&BP. Other product and company names mentioned in the S&BP Products may be the trademarks of their respective owners. You shall have no ownership or other right, title or interest in and to the S&BP Products, including but not limited to all copyright, and trademark rights, except as provided herein. All such rights have been expressly reserved by S&BP.

You also agree that you will indemnify S&BP for any and all costs, expenses and damages incurred by S&BP as a result of your infringement of S&BP’s intellectual property rights in or to the S&BP Products.

4. TERM. Pursuant to the terms and conditions of this Agreement, your right to access the S&BP Products begin on the start date agreed between You and S&BP. The License granted to You will terminate on the earlier of the end of the last day that You are granted access to the particular S&BP Product that You licensed, or the term of the license set forth in your contract with S&BP. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 7 (“Warranty; Disclaimer”), 8 (“Limitation of Liability”), and 11 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.

5. TERMINATION. This Agreement will terminate immediately without notice to You if You breach any term or condition of this Agreement. S&BP reserves the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to You. You may terminate this Agreement at any time by notifying S&BP in writing. Upon receipt of notice of termination, the license shall cease, and You shall immediately destroy, or return to S&BP the S&BP Products in Your possession or control. Further, in the event of a termination or expiration of any agreement between S&BP and a third-party supplier of content, your right to access and use such content shall expire.

6. THIRD-PARTY SOURCES. You acknowledge that the S&BP Products may include information that is proprietary to one or more third party(ies). Such third party(ies) and S&BP suppliers are third-party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with S&BP directly against You.

7. OPEN-SOURCE SOFTWARE. Certain items of software distributed with the S&BP Products are subject to “open source” or “free software” licenses (“Open-Source Software”). Some of the Open-Source Software are owned by third parties. The Open-Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open-Source Software is licensed under the terms of the end-user license that accompanies such Open-Source Software. You agree to comply with the terms of the applicable Open-Source Software licenses. Nothing in this document limits Your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. In particular, nothing in this document restricts Your right to copy, modify, and distribute that Open-Source Software subject to the terms of the Public Licenses listed above. As required by the terms of the Public Licenses, S&BP makes the Open-Source Software provided under the Public Licenses, and S&BP’s modifications, if any, to that Open-Source Software, available by written request to the following address and upon payment of the cost of distribution: Standards and Best Practice, 63, Kudirat Abiola Way, Oregun, Lagos.

8. CONTENT MAINTAINED BY S&BP. You acknowledge and agree that:

·     S&BP may, from time to time, select to update the S&BP Products, but S&BP does not warrant or guarantee that any S&BP Products will be updated, or that any updates will be made available to You, at any time during the term of this Agreement;

·     S&BP does not assume, and expressly disclaims, any obligation to obtain and include any information in the S&BP Products;

·     S&BP is not advocating the use of any product described in the S&BP Products (or elsewhere), nor is S&BP responsible for misuse of a product due to typographical or other errors in the S&BP Products, Your negligence or otherwise;

·     You agree to seek additional information on any product from the manufacturer; and

·     You will use the content included in the S&BP Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment.

·     In view of the possibility of human error or changes in technology, You should confirm the content in the S&BP Products through independent sources.

9. LIMITED WARRANTY and DISCLAIMER.

·     LIMITED WARRANTY. S&BP warrants that, for a period of seven (7) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, the S&BP Product will perform in substantial conformance with the documentation supplied with the S&BP Product; and (ii) the electronic media on which the S&BP Product is furnished will be free from defects in materials and workmanship under normal use.

·     (b) Except as set forth in the foregoing limited warranty, S&BP and its dealers, distributors, agents or employees do not warrant the accuracy, completeness, currency or non-infringement of the S&BP Products provided hereunder or that your use of the S&BP products will be error-free or uninterrupted, free from other failures or will meet your requirements or function in accordance with related documentation in every combination of hardware platform, software environment and product configuration.

·     Any use of the S&BP Products is entirely at your own risk, including the risk for selecting the S&BP Products to achieve your intended results and performance, and for installation and use of the S&BP products.

·     If applicable law implies any warranties with respect to the S&BP Product, all such warranties are limited to duration of seven (7) days from the date of delivery. No oral or written information or advice given by S&BP, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty. The replacement of sold product against our other product is not done in any circumstances.

10. LIMITATION OF LIABILITY: Except where this limitation of liability would be void or ineffective under applicable statute or regulation, neither S&BP nor its representative, including its employees, affiliates, agents, licensors, distributors or suppliers shall be liable to you or any third party for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, business, interruption or the like), arising out of the use or inability to use the S&BP Product based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if S&BP or its representatives had knowledge of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. S&BP’s total liability to you for actual damages for any cause whatsoever will be limited to the amount paid by you for the S&BP products.

11. NON-DISCLOSURE: S&BP shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, the Confidential Information, except to those officers, employees or other authorized agents and representatives and professional consultants of S&BP to whom disclosure is reasonably necessary in connection with the Certification and who shall agree to be bound by the terms of this Agreement, and except as otherwise consented to in writing by the non-disclosing party. 

S&BP shall take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used, or obtained by any person or entity except in accordance with the terms of this Agreement. S&BP agree not to contact any employees, applicants, or its affiliates with respect to the Certification or for the purpose of obtaining information for use in evaluating the Certification, without the applicants or individual concerned prior written consent.

In the event that either party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, such party shall provide the other party with prompt written notice of any such request or requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if one party is nonetheless, legally compelled to disclose Confidential Information, such party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.

12. GENERAL

12.1. GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of Nigeria. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a Nigerian court at Ahmedabad Jurisdiction.

12.2. PRIVACY. S&BP’s current privacy policies, available at the S&BP website are incorporated herein by reference.

12.3. WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

12.4. ASSIGNMENT. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of S&BP. Any assignment of rights or delegation of duties in derogation of the foregoing Agreement shall be null and void.

12.5. SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

12.6. COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between S&BP and You, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.

12.7. REFUND POLICY: The refund policy that applies to You is the S&BP Satisfaction Guarantee, which is published on the S&BP Website. S&BP Product is a digital product and after purchasing it if You do not pass the exam or if You ask for refund then no-refund will be given to You.

12.8. CANCELLATION NOTICE: You may cancel this contract and receive a full refund of course fee paid to date if cancellation is made in writing to S&BP and mailed/delivered to the S&BP at the address stated herein within three (3) business days after the date of acceptance. (A different refund policy may apply to you if you are using the S&BP Information subject to a contract between your organization and S&BP or a S&BP distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)

12.9. JOB PLACEMENT DISCLAIMER: S&BP does not guarantee job placement upon completion of program/course.

13. GRIEVANCE PROCEDURE:

13.1 If you are dissatisfied with the services that S&BP has provided for you, you may direct your written complaint, grievance, or dispute to:

• First Level of Contact: Certification Department
• Top Level of Contact: Business Manager at following Address:

Standards and Best Practice: 63, Kudirat Abiola Way, Oregun, Lagos.

Email: certification@sandbp.net

While submitting your grievance, please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution.

13.2. You acknowledge that, in providing You with the S&BP Products, S&BP has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that S&BP may have under trade secret, copyright, patent, or other laws that may be available to it.

THE S&BP PRODUCTS ARE PROTECTED BY NIGERIAN COPYRIGHT LAW. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Standards and Best Practice, 2022. All Rights Reserved. Standards and Best Practice is a trademark, used under license in Nigeria and other countries.