Terms of Use for Graduate Learning Programme

Please read these Terms of Use (“Terms”), which set forth the legally binding terms and conditions between You (“You”) and Graduate LP Limited (“GLP” or “We”, “Our” or “Us”). It governs your access to the Course Content and the use of GLP’s website, Slack channel and any other platform introduced by GLP (together the “Platform”).

GLP reserves the right, at its sole discretion, to modify or replace these Terms of Use from time to time. If You object to such changes, your sole recourse will be to cease using the Platform. Your continued use of the Platform following the changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the amended Terms.

Please read these Terms carefully before accepting them to be bound by the Terms.

• Definitions and Interpretation

1. Definitions

For the purposes of these Terms, unless the context otherwise requires: 

1. Interpretations

All headings in these Terms are for convenience only and shall not be used in the interpretation. Unless these Terms indicate a contrary intention; 

• the singular shall include the plural and vice versa.

• a reference to any one gender shall be capable of being construed as a reference to any of the others.

• words or phrases defined in these Terms shall have the meanings assigned to them.

• Acceptance of Terms and Conditions

1. The Platform and the Course Content are offered subject to acceptance of all the terms and conditions contained in these Terms and all other course rules, conditions, policies and procedures that may be introduced from time to time by GLP, which are incorporated by reference.
2. Some of the Course Content available through the Platform may be subject to additional terms and conditions adopted by GLP. Your use of those Course Content is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
3. GLP reserves the right to change, suspend, or discontinue the Course Content or any part of it (including but not limited to, the availability of any feature, database, or content) at any time for any reason. GLP may also impose limits on certain features or restrict your access to parts of or the entire Platform without notice or liability.

• Learner Account

1. In order to access Our Platform, You must set up an Account on the Site You will be required to provide Us with certain information about yourself when setting up this Account. By providing Us with this information, You represent and warrant that You have the authority to legally use Our Platform and grant Us all permissions and licenses to perform Our obligations as provided in these Terms.
2. Our services, can only be utilised by persons over the age of 18 (eighteen). GLP reserves the right to verify the authenticity of any accounts created on the Site.
3. You must provide Us with accurate, current and complete information at all times during the application process. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your Account on our Platform and access to the Course Content.
4. You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password.
5. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Learner Account.

• Notices and Communications

1. By creating an Account, you acknowledge that you have read our Privacy Policy and thereby agree to the following:
   1. We can provide materials and other information about Your legal rights and duties to You electronically;
   2. We can send all important communications, reminders (collectively referred to as “Notifications”) to You electronically via Our Platform or to an email address You have provided Us with;
   3. We are authorized to share, receive and Use Your data/information for the Platform and other related purposes;
   4. We can alert You when Notifications are available, by sending You an electronic communication; and
   5. By consenting, the electronic Notifications shall have the same meaning and effect as if We provided paper Notifications to You. When We send You an email alerting You that Notifications are available to You, such electronic Notifications shall have the same effect as paper Notifications whether or not You chose to view the Notifications, unless You had previously withdrawn Your consent to receive electronic Notifications.

• The Learner’s Obligations

1. The Learner shall:
   1. adhere to general code of conduct as prescribed by GLP;
   2. pay the requisite Course Fee for any Course on the GLP Platform;
   3. not make copies or reselling, donating or transferring of the Course Content to third parties;
   4. participate in all training, assignments and projects assigned by GLP or any its instructors;
   5. notify GLP of any intention to withdraw from any Course or from the use of the Platform generally;
   6. be responsible for the provision of all devices needed to effectively participate in the Course such as laptops, internet access etc.;
   7. timely inform GLP of any circumstances that may prevent it from fulfilling its obligations under these Terms;
   8. be available for discussions with GLP to resolve issues that may arise when necessary;
   9. fully cooperate with GLP to carry out its obligations under these Terms; and
   10. perform such other responsibilities as may be reasonably necessary to fulfil its obligations under these Terms.

• Course Fees and Payment

1. Upon the selection of any course, the Learner shall pay the prescribed fee on the course as Course Fees to access the Course Content.
2. GLP uses a third- party payment processor to process your payments for the Course Fees. By initiating the payment of the course fees, you authorize GLP to disclose your information and payment instructions to the payment processor and agree to be bound by the current version of processor’s privacy policy and terms of service.

• Intellectual Property

1. The Site and the Course Content contained therein, original content, features and functionality are and shall remain the exclusive property of GLP. Our trademarks and trade name may not be Used in connection with any product or service without Our prior written consent.
2. You shall not Use, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or collective content except as expressly permitted by GLP.
3. You acknowledge and agree that all Course Content and all related materials provided by GLP shall remain the property of GLP and that GLP shall be the sole and exclusive owner of all copyrights and other intellectual property rights in the course.
4. Subject to your compliance with these Terms, GLP grants You a limited, non-exclusive, revocable, non-transferable license to access and view any content made available on or through the Site and accessible to You.

• Changes to Course Content

GLP reserves the right to cancel, interrupt, reschedule, or modify any Course Content, or change the point value or weight of any assignment, quiz, or other assessment, and shall only communicate such changes to Learners currently enrolled in the affected course at the time of such change.

• Scholarships, Gifts and Promotional Codes

1. GLP or our partners may offer scholarships, gifts and promotional codes (“Promotions”) to Learners. These Promotions may be used to access Course Content on the Platform subject to the terms and conditions of each Promotion.
2. These Promotions, and the value linked to them, may expire if not used within the period specified by GLP. Gift and promotional codes offered by GLP may not be refunded for cash, unless otherwise specified in the terms included in the Promotion or as required by applicable law.

• Usage of the Content Submitted by You

1. The content (including but not limited to courses, comments, questions and reviews) you post as a Learner remains yours. By posting any content, you allow GLP to reuse and share it but you do not lose any ownership rights you may have over your content.
2. When you post content and when you submit to us ideas and suggestions for new features or improvements, You authorize GLP to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit.
3. By submitting or posting content on or through the platforms, You grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content (including your name and image) in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with GLP, as well as using your content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. 
4. You represent and guarantee that you have all the rights, power, and authority necessary to authorize us to use any content that you submit. 
5. You also agree to all such uses of your content with no compensation paid to you.

• Live and Interactive Sessions

1. You may not do any of the following while during any Live and Interactive Sessions (the “Sessions”):
   1. use the Sessions for any purpose other than to perform the activities as instructed by GLP or its instructors;
   2. exceed the usage limitations as prescribed by GLP;
   3. take any action in the Sessions that results in a disruption or interference of the Platform or the stability of Our infrastructure; or
   4. use any data or information other than simulated, anonymous, non-personal, non-live data or information during the Sessions.

1. These restrictions are in addition to any other restrictions stated in the GLP Code of Conduct.

• Representations and Warranties

You make the following representations and warranties to Us at the time of agreeing to these Terms:

1. You are over the age of 18 (eighteen) years;
2. You are of sound mind and have the capacity to use the Course Content as a learner; and
3. All information that You provide to Us is true and accurate to the best of Your knowledge.

• Event of Default

1. An Event of Default refers to the following instances where:
   1. You fail to pay the complete Course Fee as at when due;
   2. You continuously fail to participate in tasks or projects assigned to You;
   3. You refuse to submit assignments and tasks as at when due; and
   4. You engage in acts which is against the codes and conduct of GLP.

1. Upon the occurrence of an Event of default as mentioned above, We may without prejudice to any other right or remedy granted to Us under any law:
   1. terminate these Terms in accordance with clause 14 below; and
   2. withdraw all access to Our Platform and all Course Content.

1. GLP reserves the right to institute legal proceedings against You to recover the Course fee, with or without prior notice.

1. You shall be liable for all legal costs and expenses incurred by GLP for any action taken against You by it for the recovery of fees.

• Termination

1. 1. We may terminate or suspend your Account immediately with or without prior notice or liability, for any reason whatsoever, including:
      1. upon the occurrence of an Event of Default as stated in clause 13 above.

1. Upon termination, your right to Use Our Platform will immediately cease.

• Indemnity

1. 1. You agree to indemnify and hold harmless GLP, its affiliates and subsidiaries, its officers, directors, and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred by it, its affiliates and subsidiaries, its officers, directors, and employees, as a result of:
      1. Your fraudulent or illegal Use of Our Platform or Course Content;
      2. any inaccurate, incomplete or misleading information that You have provided to Us;
      3. any unauthorized access to Your Account as a result of Your failure to keep Your Username and password confidential;
      4. any service that You have offered, whether with or without Our permission to a third party Using GLP’s Course Content or Platform; and
      5. any claim made against GLP and/or its stakeholders for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Use of Our Course Content or Use of the Platform.

• No Class Action

1. 1. Except as expressly provided for under applicable laws, both Parties agree that we can each only bring claims against the other on an individual basis. This means:
      1. neither Party can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action;
      2. an arbitrator cannot combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and
      3. an arbitrator’s decision or award in one claimant’s case can only decide the disputes of that user, not other users.

1. Nothing in this clause limits the Parties’ rights to resolve a Dispute by mutual agreement through a class-wide settlement of claims.

• Force Majeure

Neither Party shall be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to acts of God, war, riot, civil commotion, Weather, labour disputes, failure of sub-contractors or any other cause beyond its reasonable control.

• Limitation of Liability

In no event shall GLP, its directors, employees, partners or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, Use, goodwill, or other intangible losses, resulting from Our services or Your inability to Use the Site or Our services.

• Severability

If any part of these Terms is held to be invalid or unenforceable in any jurisdiction, the invalidity and unenforceability of all remaining provisions contained in these Terms shall not in any way be affected or impaired.

• Entire Agreement

These Terms contains the entire agreement between the Parties with respect to the subject matter and supersedes all prior arrangements and understandings (whether oral or written).

• Waiver

In the event that GLP does not strictly enforce its rights under these Terms (including its right to insist on the payment of the Course Fee as and when due), GLP shall not be deemed to have waived or lost those rights and will not be prevented from enforcing such rights at a later date.

• Assignment

GLP reserves the right to transfer or assign its rights and obligations under these Terms. GLO will only notify You if such an assignment will change the arrangements for the course you have registered for.

• Amendment

GLP may at any time vary and revise these Terms by updating this document. You agree to be bound by subsequent revisions and agree to review these Terms periodically for changes. The most updated version of this document will be available for Your review under the “Terms” that appears on the Site.

• Governing Law and Dispute Resolution

1. 1. These Terms shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
   2. The Parties shall use their best endeavors to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion and if the Parties are unable to resolve the dispute through mutual discussion within 30 days of the occurrence of such dispute, either Party may refer the dispute to the Lagos Multidoor Courthouse [LMDC] for resolution.
   3. If parties are unable to settle at the LMDC, either Party may initiate Arbitration proceedings at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Mediation Act, 2023.
   4. The Parties shall endeavor in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree to the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the Parties.
   5. Each Party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both Parties.

• Contact Us

If You have any questions about this Terms, please contact Us via email at hello@gradlp.com or call 09120354028