This Master Service Agreement (“Agreement”) is entered into by and between FrontClass LTD (“Company,” “we,” “us,” or “our”) and the entity or individual accessing or using our services (“Customer,” “you,” or “your”).
By executing an Order Form that references this Agreement, or by clicking "I Accept" (or similar mechanism) during account registration, Customer agrees to be bound by these terms.
Enterprise Tier Addendum: The Standard-100 Framework
(a) Applicability
This framework applies exclusively to Customers designated as "Enterprise Tier" on an executed Order Form, subject to a minimum aggregated subscription commitment of 100 billable units or licenses ("Minimum Enterprise Volume").
(b) The Standard-100 Cap
For the purpose of calculating subscription fees, the maximum number of billable end-users within any single, bona fide academic or administrative grouping (an "Institutional Unit," such as a single classroom, course cohort, or department) shall be capped at one hundred (100) units. Any verified end-users actively enrolled in the same Institutional Unit exceeding this threshold shall be granted platform access at no additional per-unit software licensing fee.
(c) Anti-Abuse & Bona Fide Structuring
The Standard-100 Framework is strictly contingent upon the Customer maintaining standard, commercially reasonable institutional structures. Customer shall not artificially consolidate, merge, or alter its internal structures, or group distinct student populations into a single Institutional Unit, for the primary purpose of circumventing subscription fees.
(d) Audit and Reclassification
Company reserves the right to routinely audit Customer’s platform usage telemetry and administrative configurations. If Company reasonably determines that Customer has manipulated Institutional Units in violation of Section 3.4(c), Company reserves the right to retroactively reclassify the user groups, revoke the Standard-100 cap for those specific units, and invoice Customer for the actual number of deployed units at the standard Enterprise rate.
(e) Infrastructure Fair Use
While the Standard-100 Framework waives per-unit software licensing fees above the cap, Customer acknowledges that extreme user volumes generate distinct computational costs. If an Institutional Unit exceeds 500 end-users, Company reserves the right to levy a separate, strictly at-cost infrastructure surcharge to cover the excess AI processing and server utilization.
1. Services & Access
1.1 Provision of Service: Subject to this Agreement and the applicable Order Form, Company grants Customer a non-exclusive, non-transferable, non-sublicensable limited right to access and use the platform solely for Customer’s internal business and educational operations during the subscription term.
1.2 Acceptable Use and Restrictions: Customer shall not: (a) reverse engineer, decompile, or attempt to extract the source code or underlying AI models of the platform; (b) use the platform to develop a competing product; (c) share login credentials across multiple users; or (d) transmit malicious code or illegal content.
1.3 Right to Suspend: Company reserves the right to immediately suspend Customer’s access to the services if: (a) Customer’s account is thirty (30) days or more overdue; or (b) Company reasonably determines that Customer’s use poses a security risk, threatens the integrity of the platform, or violates applicable law.
2. Intellectual Property & AI
2.1 Customer Content and Output: Customer retains all ownership rights, title, and interest in and to all data, text, or materials uploaded to the platform ("Customer Data"). Customer shall exclusively own all rights to the specific outputs generated by the platform based on Customer Data ("AI Output"). Customer grants Company a worldwide, limited license to host, process, and transmit Customer Data solely to provide the services.
2.2 Company Property: Company retains all rights, title, and interest in the platform, including all software, UI/UX, AI foundational models, algorithms, methodologies, and aggregated/anonymized telemetry data.
2.3 AI Training Restriction: Company shall not use Customer Data or Customer’s AI Output to train, fine-tune, or improve its foundational AI models across its broader user base without the explicit, written opt-in consent of the Customer.
3. Fees & Payment
3.1 Invoicing and Payment: Fees are specified in the applicable Order Form. Unless otherwise stated, all fees are due thirty (30) days from the invoice date. All payments are non-cancelable and non-refundable.
3.2 Late Fees: Any undisputed amount not paid when due shall accrue late charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
3.3 Taxes: Customer is responsible for all applicable sales, use, value-added (VAT), and similar taxes, excluding taxes based on Company’s net income.
4. Data Protection & Privacy
4.1 Security and Compliance: Company shall maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. Both parties shall comply with all applicable data protection laws, including the Nigeria Data Protection Act (NDPA).
4.2 Data Residency: To ensure strict regulatory compliance, Company architects its infrastructure to support data localization. Unless otherwise configured or requested by the Customer, Customer Data will be stored and processed in data centers corresponding to the Customer's designated geographic region.
5-10. Legal & General
5. Confidentiality
Each party ("Receiving Party") agrees to protect the non-public, proprietary information of the other party ("Disclosing Party") using the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to any third party (except to employees or contractors with a strict need to know) without prior written consent, unless required by law.
6. Mutual Indemnification
6.1 By Company: Company shall defend and indemnify Customer against any third-party claim alleging that the platform (excluding Customer Data) infringes a valid copyright, trademark, or patent, provided Customer notifies Company promptly in writing.
6.2 By Customer: Customer shall defend and indemnify Company against any third-party claim arising from Customer’s violation of the Acceptable Use restrictions, or any claim that the Customer Data infringes the intellectual property or privacy rights of a third party.
7. Limitation of Liability
7.1 Exclusion of Indirect Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED.
7.2 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
8. Term and Termination
8.1 Term: This Agreement begins on the Effective Date and continues until all Order Forms have expired or are terminated.
8.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term and fails to cure such breach within thirty (30) days of receipt of notice.
8.3 Effect of Termination: Upon termination, Customer’s right to access the services shall immediately cease. Company shall make Customer Data available for export for a period of thirty (30) days post-termination, after which it will be securely deleted.
9. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be finally resolved by binding arbitration under the rules of the Abuja Chamber of Commerce and Industry (ACCI) Dispute Resolution Centre, to be held in Abuja, Nigeria.
10. General Provisions
10.1 Modifications: Company may update these terms from time to time. Material changes will be communicated via email or platform notification. Continued use after notification constitutes acceptance.
10.2 Entire Agreement: This Agreement, along with any Order Forms, constitutes the entire understanding between the parties and supersedes all prior agreements.