User Agreement and Terms and Conditions of Use

1. Preamble

This User Agreement and Terms and Conditions of Use (the "Agreement") is a legally binding contract between Fingletek Oy ("Fingletek", "we", "us" or "the Licensor"), a company duly incorporated under the laws of Finland, and the school or other entity registering to use the software application (the "User", "you", "Licensee" or "the Customer"), as identified by the registration details it submits.

By downloading, installing, activating, accessing, or using the software application (the "Software"), you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACTIVATE, OR USE THE SOFTWARE.

1.1 Effective Date. This Agreement is effective from the date of acceptance of use by the User, being the date on which the User accepts it at registration, clicks "I Agree", installs, activates, or first uses the Software, whichever occurs earliest.

2. Definitions and interpretation

2.1 In this Agreement, unless the context otherwise requires:

• "Software" means the proprietary computer application developed and owned by Fingletek Oy, together with all updates, upgrades, modifications, enhancements, documentation, and associated materials.

• "License" means the non-exclusive, non-transferable right granted to the User to use the Software strictly in accordance with this Agreement and the subscribed License Package.

• "License Package" means one of the three (3) subscription categories offered by Fingletek Oy, namely Essential, Professional, and Enterprise, each having its own features, pricing, and available User Bands.

• "User Band" means the maximum number of authorized individual users permitted to access and use the Software concurrently or cumulatively under a given License Package, whether identified by named user accounts, seats, or terminal access points. The User Bands available across all three (3) License Package categories are: 10–100 users, 100–500 users, 500–1,000 users, and 1,000+ users.

• "Subscription Period" means the duration for which a License has been purchased and remains valid.

• "Personal Data" has the meaning ascribed to it under the Nigeria Data Protection Act, 2023 (NDPA) and the Nigeria Data Protection Regulation, 2019 (NDPR).

• "NDPA" means the Nigeria Data Protection Act, 2023, and any subsidiary legislation, regulations, guidelines, or codes of practice issued thereunder, including the General Application and Implementation Directive (GAID), as amended from time to time.

2.2 Headings are for convenience only. References to statutes include amendments and re-enactments.

3. Ownership and intellectual property

3.1 The User acknowledges, agrees, and declares that the Software is entirely and exclusively the property of Fingletek Oy, and that Fingletek Oy is the sole owner of all right, title, and interest in and to the Software, including, without limitation, all source code, object code, algorithms, architecture, user interfaces, databases, documentation, trademarks, trade names, logos, and all copyrights and other intellectual property rights subsisting therein, whether registered or unregistered, anywhere in the world.

3.2 Nothing in this Agreement shall be construed as granting or transferring any ownership interest, title, or proprietary right in the Software to the User. All rights not expressly granted herein are expressly reserved by Fingletek Oy.

3.3 The Software is licensed, not sold. The License granted under this Agreement is a limited, revocable, non-exclusive, non-transferable, non-sublicensable right of use only.

3.4 The User shall not, directly or indirectly:

• copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software, except to the extent such restriction is prohibited by applicable law;

• remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Software;

• claim authorship of, or challenge the ownership of Fingletek Oy in, the Software;

• use the Software to develop, or assist in developing, any competing product or service; or

• use Fingletek's name, trademarks, or logos without prior written consent.

4. License packages, user bands, and subscription

4.1 License Package Categories. The Software is offered under three (3) distinct License Package categories — Essential, Professional, and Enterprise — each offered across four (4) User Bands: 10–100 users, 100–500 users, 500–1,000 users, and 1,000+ users. The applicable User Band defines the maximum number of authorized users permitted under the subscribed License:

• Essential Package — entry-level package for small teams, available in User Bands of 10–100, 100–500, 500–1,000, or 1,000+ authorized users.

• Professional Package — mid-tier package for growing organizations, available in User Bands of 10–100, 100–500, 500–1,000, or 1,000+ authorized users.

• Enterprise Package — full-featured package for large organizations, available in User Bands of 10–100, 100–500, 500–1,000, or 1,000+ authorized users.

A detailed schedule of available License Packages, User Bands, features, and subscription fees is published by Fingletek Oy and may be updated from time to time upon reasonable notice. User Bands and features differ per package; the Essential, Professional, and Enterprise Packages are not interchangeable, and each License is valid only for the package category and User Band subscribed to.

4.2 Subscription Prior to Activation. The Software can only be activated and used upon prior payment and subscription to a valid License Package issued by Fingletek Oy. Activation keys, license files, or credentials are generated and issued exclusively by Fingletek Oy or its authorized agents, and no activation key, license, or credential issued by any third party shall be recognized as valid.

4.3 Permitted Use. The User's right to use the Software is strictly limited to the User Band subscribed to under the chosen License Package (Essential, Professional, or Enterprise). If the User Band of the subscribed License Package is exceeded (i.e., additional users, seats, or terminals access the Software beyond the licensed maximum), the User acknowledges that this constitutes a material breach of this Agreement.

4.4 Consequence of User Band Violation. Where the User Band of a subscribed License Package is exceeded:

• the affected Subscription shall be automatically halted and/or suspended, and access to the Software may be suspended, until the breach is remedied; and

• the User shall be required to step up (upgrade) its subscription to the next higher User Band within the same License Package category — i.e., from 10–100 to 100–500, from 100–500 to 500–1,000, or from 500–1,000 to 1,000+, within the subscribed Essential, Professional, or Enterprise category — within thirty (30) days of written notice, and to pay the applicable upgrade fees (pro-rated where applicable).

4.5 If the User fails to upgrade within the notice period, Fingletek Oy may, at its sole discretion, terminate the License in accordance with Section 9.

4.6 Fingletek Oy may audit (through automated technical means) usage levels to verify compliance with the subscribed User Band. Audit findings may be used to enforce Sections 4.3 and 4.4.

5. No transfer or assignment of license

5.1 The License granted under this Agreement is personal to the User and shall not be transferred, assigned, sold, leased, sub-licensed, pledged, or otherwise encumbered or disposed of, in whole or in part, to any third party, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Fingletek Oy.

5.2 Any purported transfer of the License without Fingletek Oy's prior written consent shall be null, void, and of no effect, and shall constitute a material breach of this Agreement entitling Fingletek Oy to suspend or terminate the License immediately.

5.3 This Agreement is binding upon the parties and their respective successors and permitted assigns.

6. Activation and valid licenses

6.1 The Software may be activated only by a valid License key or credential issued directly by Fingletek Oy. Use of counterfeit, cracked, cloned, key-generated, or otherwise unauthorized activation mechanisms is strictly prohibited and constitutes copyright infringement under the Copyright Act, 2022 (Nigeria) and applicable international treaties, in addition to a material breach of this Agreement.

6.2 Each License key is unique to the User and to the subscribed License Package category and User Band, and the User shall not share, publish, or permit the use of its License key by any third party beyond the authorized User Band.

7. Data protection and privacy (NDPA / NDPR compliance)

7.1 Compliance Commitment. Fingletek Oy shall process Personal Data in accordance with the Nigeria Data Protection Act, 2023 (NDPA), the Nigeria Data Protection Regulation, 2019 (NDPR), the General Application and Implementation Directive (GAID), and any applicable guidance of the Nigeria Data Protection Commission (NDPC).

7.2 Roles of the Parties. Where the User collects or determines the purposes and means of processing Personal Data and Fingletek processes such data on the User's behalf in connection with the Software, the parties acknowledge that the User acts as the Data Controller and Fingletek acts as the Data Processor, and such processing shall be governed by a Data Processing Agreement executed between the parties.

7.3 Principles. Personal Data shall be processed lawfully, fairly, and transparently; collected for specified, explicit, and legitimate purposes; adequate, relevant, and limited to what is necessary; accurate and kept up to date; retained no longer than necessary; and processed with appropriate security safeguards.

7.4 Lawful Basis. The User warrants that it has a lawful basis (as recognized under Sections 25–30 of the NDPA) for all Personal Data it collects, uploads, or processes through the Software, and that it has provided the required privacy notices and obtained necessary consents (or identified another valid lawful basis) from Data Subjects.

7.5 Data Subject Rights. Fingletek Oy shall, to the extent applicable to its role, assist the User in responding to Data Subject requests (access, rectification, erasure, restriction, portability, objection) within the timeframes prescribed by the NDPA.

7.6 Security Measures. Fingletek Oy shall implement appropriate technical and organizational measures — including encryption, access controls, authentication, and regular security reviews — commensurate with the risks presented, to protect Personal Data against unauthorized access, alteration, disclosure, loss, or destruction.

7.7 Personal Data Breach. In the event of a Personal Data breach affecting Personal Data processed under this Agreement, Fingletek Oy shall notify the User without undue delay and, where required by the NDPA, assist the User in notifying the Nigeria Data Protection Commission and affected Data Subjects within seventy-two (72) hours of becoming aware of the breach.

7.8 Cross-Border Transfer. Where Personal Data is transferred outside Nigeria, such transfer shall comply with the cross-border transfer requirements of the NDPA (adequate safeguards, consent of the Data Subject, or authorization of the NDPC, as applicable).

7.9 Sub-Processors. Fingletek Oy shall not engage sub-processors for Personal Data processed on the User's behalf without appropriate safeguards and, where required, the User's prior authorization, and shall remain liable for the acts and omissions of its sub-processors.

7.10 Retention and Deletion. Upon termination of the Subscription, Fingletek Oy shall, at the User's election and subject to applicable law, return or securely delete Personal Data in its possession, save for records required to be retained by law.

7.11 The User acknowledges that where the User acts as a data controller, the User bears independent obligations under the NDPA/NDPR, including registration obligations with the NDPC where applicable.

8. Limitation of liability and data loss

8.1 The User acknowledges and agrees that any loss, corruption, deletion, or unavailability of data, records, or information resulting from the use of, or inability to use, the Software shall be entirely and solely the responsibility of the User, and Fingletek Oy shall bear no liability whatsoever for any such data loss, whether direct or indirect, except to the extent such loss arises from Fingletek Oy's wilful misconduct or gross negligence.

8.2 The User bears sole responsibility for: (a) maintaining regular, independent backups of all data entered into or generated by the Software; (b) verifying the accuracy of data input; and (c) implementing its own data security and business continuity measures.

8.3 To the maximum extent permitted by applicable law, Fingletek Oy shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of data — arising out of or in connection with this Agreement or the use of the Software, even if advised of the possibility of such damages.

8.4 Where liability cannot be excluded under mandatory law, Fingletek Oy's aggregate liability under this Agreement shall not exceed the total subscription fees actually paid by the User in the twelve (12) months preceding the event giving rise to the claim.

8.5 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Nigerian law, including liability for fraud or wilful misconduct.

9. Term, termination, and suspension

9.1 This Agreement takes effect on the Effective Date (Section 1.1) and continues for the Subscription Period, renewing automatically (unless otherwise stated) until terminated.

9.2 Fingletek Oy may suspend or terminate the License immediately upon written notice if the User: (a) exceeds the subscribed User Band and fails to upgrade as required under Section 4.4; (b) transfers or attempts to transfer the License in breach of Section 5; (c) uses an unauthorized activation mechanism; (d) breaches any other material term of this Agreement and fails to remedy it within fourteen (14) days of notice; or (e) becomes insolvent or subject to winding-up proceedings.

9.3 The User may terminate by ceasing use of the Software and providing written notice, subject to the refund policy (if any) stated in the applicable License Package terms. Fees paid are otherwise non-refundable.

9.4 Upon termination: (a) all rights granted to the User cease immediately; (b) the User shall uninstall and delete all copies of the Software; (c) Sections 3, 5, 7, 8, 10, and 11 survive.

10. Prohibited conduct and consequences of violation

10.1 The User shall not use the Software for any unlawful purpose, including purposes that contravene Nigerian law, or permit use beyond the subscribed User Band.

10.2 Any violation of this Agreement shall be addressed in full compliance with the necessary and applicable local laws of Nigeria, including, without limitation:

• the Nigeria Data Protection Act, 2023 and NDPR/GAID (for data protection violations);

• the Copyright Act, 2022 (for infringement of Fingletek Oy's copyright and license terms);

• the Cybercrimes (Prohibition, Prevention, etc.) Act, 2015 (as amended); and

• any other applicable Federal or State legislation.

10.3 Without prejudice to any other rights or remedies, Fingletek Oy reserves the right to pursue civil remedies (including injunctions and damages) and to refer violations to the appropriate regulatory or law enforcement authorities in Nigeria.

11. General provisions

11.1 Governing Law. This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, subject to any mandatory provisions of Finnish or EU law applicable to Fingletek Oy as the licensor.

11.2 Dispute Resolution. Parties shall first attempt amicable settlement through good-faith negotiation within thirty (30) days. Failing which, disputes shall be referred to arbitration under the Arbitration and Mediation Act, 2023, before a sole arbitrator appointed by mutual consent (or, failing agreement, by the Lagos Court of Arbitration), seated in Lagos, Nigeria. Nothing herein prevents Fingletek Oy from seeking urgent injunctive relief in any court of competent jurisdiction.

11.3 Entire Agreement. This Agreement, together with the applicable License Package schedule and Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior understandings.

11.4 Amendment. Fingletek Oy may amend this Agreement with reasonable notice; continued use after notice constitutes acceptance.

11.5 Severability. If any provision is held invalid or unenforceable, the remainder shall continue in full force.

11.6 No Waiver. Failure to enforce any right shall not constitute a waiver.

11.7 Force Majeure. Neither party is liable for failure caused by events beyond its reasonable control.

12. Acceptance

By accepting this Agreement at registration, installing, activating, or using the Software, the User (on its own behalf and on behalf of all users within its User Band) agrees to be bound by this Agreement with effect from the date of such acceptance.