E-PORTALNET’S TERMS OF SERVICE

1 – Introduction

Thank you for choosing Eportalnet, a service by Hunnovate Technology Limited. Please read these Terms of Service carefully. By clicking "accepted and agreed to," you accept and agree to these terms.

These Terms of Service constitute an agreement (this “Agreement”) by and between Hunnovate Technology Limited, a company incorporated in Nigeria with its principal place of business at Road 8, Avenue 2 GRA Off Barracks Road, Ondo City, Nigeria (“Provider”), and the educational institution by way of corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and Provider’s provision of Provider’s SaaS (as defined below in Section 2) are governed by this Agreement.

By accessing or using Eportalnet, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2 - Definitions

The following capitalized terms will have the following meanings whenever used in this Agreement.

2.1 “Eportalnet”: "Eportalnet" refers to Eportalnet (website, webapp and/or mobile application) developed by Hunnovate Technology Limited, designed for school management, including result processing, fee tracking, and related services.

2.2 “Customer”: Refers to any individual or entity authorized to access and use to Eportalnet, including:

School Owner: The entity subscribing to EPORTALNET on behalf of the school.
School Administrator: An individual authorized by the School Owner to manage EPORTALNET within the school.
Teacher: An individual authorized by the School Administrator to utilize EPORTALNET to manage their class activities.
Parent: An individual authorized by the School Administrator to access their child’s information and school activities through EPORTALNET.
Student: An individual authorized by the School Administrator to access specific features of EPORTALNET.

2.3 “User” means any individual who uses Eportalnet on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2.4 “Effective Date” refers to the date these terms are posted/revised usually at the header of these terms.

2.5 “AUP” means Provider’s acceptable use policy currently posted in the Terms of Service.

2.6 “Customer Data” means all information processed or stored through Eportalnet by Customer or on Customer’s behalf such as student records, payment histories, and results.

2.7 “Documentation” means Provider's standard manual related to use of Eportalnet.

2.8 “Order” means an order for access to Eportalnet which is complete upon payment/subscription.

2.9 “Privacy/Applicable Law” Nigeria's Laws, the Nigeria Data Protection Act 2023, the GDPR and any applicable international data protection regulations.

2.10 "Subscription Fee" refers to fees based on selected plans: Basic, Premium, or Premium Plus, charged per school term or session.

2.11 Written Consent: Consent provided in writing, including through email correspondence.

3. The SaaS (Eportalnet)

3.1 Use of Eportalnet. During the Term, Customer may access and use Eportalnet for its internal business purposes pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.

3.2 Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of Eportalnet.

3.3 SaaS Revisions. Provider may revise SaaS features and functions at any time, including without limitation by removing such features and functions. If any such revision to Eportalnet materially reduces features or functionality provided pursuant to an outstanding Order, Customer may within 15 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.

4. Payment

4.1 Fees: Payment terms are based on the plan chosen by the Customer. Invoices are due within 30 days of issuance.

4.2 Late Payments: Payments not received within 30 days of the invoice date will incur interest at a rate of ___% per month or the highest permissible under Nigerian law. Failure to pay within 60 days may result in suspension or termination of access to Eportalnet.

4.3 Cancellations: Cancellations must be communicated in writing at least 15 days before the end of the current term or session. Refunds will not be provided for mid-term cancellations.

4.4 Taxes: Fees are exclusive of any taxes. Customers are responsible for any applicable taxes, tariffs, or duties, unless exempt and providing proof of exemption.

5. CUSTOMER DATA & PRIVACY

5.1 Management of Customer Data in General

The provisions below of this Section are subject to the applicable law, including Privacy/Security Laws.

(i) Limited Use. Provider shall not: (i) access, process, or otherwise use Customer Data other than as necessary to facilitate Eportalnet; or (ii) give Customer Data access to any third party, except Provider’s subcontractors that have a need for such access to facilitate Eportalnet and are subject to a reasonable written agreement governing the use and security of Customer Data. Further, Provider shall exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data.

De-Identified Data. Notwithstanding the provisions of this Section, Provider may use De-Identified Data (as defined below) in any way, in its sole discretion (for instance for service improvement and analytics), including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Customer Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.)

Privacy Policy. Customer acknowledges Provider’s privacy policy at privacy-policy.html and Customer recognizes and agrees that nothing in this Agreement restricts Provider’s right to alter such privacy policy.

Required Disclosure. Notwithstanding the provisions of this Section, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using Eportalnet, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

Additional Fees. Customer recognizes and agrees that Provider may charge additional fees (without limitation) (a) for activities (if any) required by Privacy/Security Laws and (b) for activities Customer requests to help it comply with Privacy/Security Laws.

5.2 Data Accuracy. Provider will have no responsibility or liability for the accuracy of data uploaded to Eportalnet by Customer, including without limitation Customer Data and any other data uploaded by Users.

5.3 Erasure. Provider may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting Provider’s other rights or remedies.

5.4 Excluded Data. Customer warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Provider or its computers or other media and, (b) to the best of its knowledge, Customer Data does not and will not include Excluded Data. Customer shall inform Provider of any Excluded Data within Customer Data, Personal Data or Profiles promptly after discovery (without limiting Provider’s rights or remedies). Customer recognizes and agrees that: (i) the provisions of this Agreement related to Customer Data do not apply to Excluded Data; (ii) Provider has no liability for any failure to provide protections in the Nigerian Data Protection Act or otherwise to protect Excluded Data; and (iii) Provider’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Provider is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data.

"Excluded Data" refers to any information, content, or data that:

Is not directly collected, processed, or stored by the school management system;
Violates applicable laws, including but not limited to the Nigeria Data Protection Act;
Is uploaded or transmitted by users but falls outside the scope of the system's intended functionality;
Includes third-party content or data from external integrations not under the direct control of the system provider;
Has been intentionally deleted or rendered inaccessible at the request of the user or as required by law.

Examples of Excluded Data

Excluded Data includes, but is not limited to:

Sensitive personal data not intended for processing by the system;
Data stored in unauthorized or unintegrated external storage solutions;
Illegally uploaded content or files that breach intellectual property, privacy, or other legal rights;
Metadata or temporary data generated by user actions that are not part of the system's core functionality.

CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS

Acceptable Use. Customer shall comply with the AUP. Customer shall not: (a) use Eportalnet for service bureau or time-sharing purposes or in any other way allow third parties to exploit Eportalnet; (b) provide SaaS passwords or other log-in information to any third party; (c) share non-public SaaS features or content with any third party; (d) access Eportalnet in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of Eportalnet, or to copy any ideas, features, functions or graphics of Eportalnet; or (e) engage in web scraping or data scraping on or related to Eportalnet, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that it suspects any breach of the requirements of this Section, including without limitation by Users, Provider may suspend Customer’s access to Eportalnet without advanced notice, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against Customer or any User or other third party for violating the AUP, this Section, or this Agreement, but Provider is free to take any such action it sees fit.

Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to Eportalnet, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of Eportalnet or breach of its security and shall use best efforts to stop said breach.

Compliance with Laws. In its use of Eportalnet, Customer shall comply with all applicable laws, including without limitation Privacy/Security laws.

Users & SaaS Access. Customer is responsible and liable for: (a) Users’ use of Eportalnet, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of Eportalnet through Customer’s account, whether authorized or unauthorized.

IP & FEEDBACK

IP Rights to Eportalnet. Provider retains all right, title, and interest in and to Eportalnet, including without limitation all software used to provide Eportalnet and all graphics, user interfaces, logos, and trademarks reproduced through Eportalnet. This Agreement does not grant Customer any intellectual property license or rights in or to Eportalnet or any of its components, except to the limited extent that such rights are necessary for Customer’s use of Eportalnet as specifically authorized by this Agreement. Customer recognizes that Eportalnet and its components are protected by copyright and other laws.

Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer, Customer’s Clients, or other Users give Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer’s trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.)

CONFIDENTIAL INFORMATION

“Confidential Information” refers to any nonpublic information disclosed by the Provider to the Customer that is:

clearly marked as “Confidential”;
identified as confidential when disclosed verbally, provided such designation is confirmed in writing within ___ business days;
related to the Provider’s documentation, software, services, or business operations, whether marked or not; or
reasonably understood to be confidential or a trade secret by its nature.

Confidential Information does not include information that:

was already in the Customer’s possession before disclosure;
is independently developed by the Customer without relying on the Provider’s Confidential Information;
becomes publicly available through no fault of the Customer; or
is released in writing by the Provider.

Non-Disclosure. The Customer agrees to use Confidential Information solely to aid in using Eportalnet. The Customer shall: (a) restrict disclosure of Confidential Information to employees or contractors who need access for the Purpose and have signed agreements with terms at least as protective as this clause; (b) not disclose Confidential Information to third parties without the Provider’s prior written consent; and (c) protect Confidential Information with the same care it uses for its own confidential materials, but no less than reasonable care.

The Customer must promptly notify the Provider of any unauthorized use or disclosure of Confidential Information. Disclosure may only occur if required by law or governmental authority, provided the Customer promptly notifies the Provider and cooperates to seek protective measures or contest the disclosure, at the Provider’s expense.

Termination and Return. Obligations under this clause will remain in effect for 2 years after disclosure, except for trade secrets, which are protected indefinitely under applicable law (Freedom of Information Act 2011, Revised Guidelines for Registration and Monitoring of Technology Transfer Agreements in Nigeria (Guidelines) and these Terms of Service. Upon termination of this Agreement or upon the Provider’s request, the Customer shall return or certify the destruction of all copies of Confidential Information.

Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Provider will retain all right, title, and interest in and to all Confidential Information.

9. REPRESENTATIONS & WARRANTIES

9.1 From Provider. Provider represents and warrants that it is the owner of Eportalnet and of each and every component thereof, and that it has and will maintain the full power and authority to grant the rights to use Eportalnet set forth in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of Eportalnet in combination with hardware or software not provided by Provider. In case of breach of the warranty above in this Section 9.1, Provider, at its own expense, shall promptly: (a) secure for Customer the right to continue using Eportalnet; (b) replace or modify Eportalnet to make it noninfringing; or if such remedies are not commercially practical in Provider’s reasonable opinion, (c) refund the fees paid for Eportalnet for every month remaining in the then-current Term following the date after which Customer access to Eportalnet ceases as a result of such breach of warranty. If Provider exercises its rights pursuant to Subsection 9.1(c) above, Customer shall promptly cease all use of Eportalnet and all reproduction and use of the Documentation and erase all copies in its possession or control. This Section 9.1, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and Provider’s entire liability for breach of the warranty above in this Section 9.1.

9.2 From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through Eportalnet; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to operate as an educational institution pursuant to applicable law.

9.3 Warranty Disclaimers. Except to the extent set forth in Section 9.1 above, CUSTOMER ACCEPTS EPORTALNET “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT EPORTALNET WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT EPORTALNET IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION.

10. INDEMNIFICATION

Customer's Obligations. Customer shall defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, agents, and successors (“Provider Associates”) from any claims, lawsuits, or proceedings (“Indemnified Claims”) brought by third parties arising out of or relating to: (a) Customer’s use, misuse, or failure to use Eportalnet; (b) data breaches, unauthorized access, or other incidents involving Customer Data, including any violation of privacy or security laws (“Data Incidents”); (c) content uploaded by or through Customer’s account (e.g., documents, images, logos, or other materials) that infringes or violates intellectual property, privacy, or confidentiality rights; and (d) activities using Eportalnet through Customer’s account, including actions by Customer’s employees, users, or customers, that defame, harass, defraud, or violate applicable laws or other electronic advertising regulations. Indemnified Claims also include those arising from the Provider’s negligence or actions, except where prohibited by law.

Scope of Indemnification. Customer’s responsibilities include: (i) assuming and funding the defence of any Indemnified Claim, including settlements and judgments, as well as court costs and reasonable expenses; and (ii) reimbursing the provider for reasonable attorney’s fees and other defence costs incurred before the customer assumes the defence. If Customer fails to assume the defence promptly, Provider may do so without waiving its rights under this clause.

Settlement and Control. Provider has the right to approve or reject any settlement that: (a) requires Provider or any Provider Associate to admit wrongdoing or liability, or (b) imposes ongoing obligations on them. Provider’s approval will not be unreasonably withheld.

Definition of Data Incident: Any unauthorized disclosure, access, or use of Customer Data, or any violation of privacy/security laws through Customer’s account, regardless of the cause (e.g., actions by Customer, Provider, hackers, or other third parties).

11. LIMITATION OF LIABILITY

Maximum Liability: PROVIDER’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS Agreement will not exceed the total fees paid by the Customer in the preceding 12 months.

Excluded Damages. Except with regard to breaches of Section 8 (Confidential Information), IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 11 APPLY TO AND BENEFIT PROVIDER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND THIRD-PARTY CONTRACTORS, REGARDLESS OF: (a) the nature of the liability, including negligence; (b) the type of legal claim, whether based on contract, tort, strict liability, or otherwise; (c) whether Provider was warned of or could have foreseen the possibility of such damages; and (d) whether the remedies provided under this Agreement fail in their essential purpose.

12. TERM & TERMINATION

Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order. Thereafter, the Term will renew for the successive term/session, unless either party refuses such renewal by notice via email 15 or more days before the renewal date.

Termination for Cause. Either party may terminate this Agreement for the other’s material breach by notice specifying in detail the nature of the breach, effective in 15 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of Eportalnet and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 7 (IP & Feedback), 8(Confidential Information), 9.3 (Warranty Disclaimers), 10 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

13. MISCELLANEOUS

Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. NEITHER PARTY IS THE AGENT OF THE OTHER, AND NEITHER MAY MAKE COMMITMENTS ON THE OTHER’S BEHALF.

Notices. Provider may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 48 hours after they are sent. Customer may send notices pursuant to this Agreement to Provider’s email address at support@eportalnet.com and such notices will be deemed received 72 hours after they are sent. In addition, Customer is on notice and agrees that: (a) for claims of copyright infringement, the complaining party may contact Provider’s email address and (b) Provider will terminate the accounts of subscribers who are repeat copyright infringers.

Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider’s express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the Federal Republic of Nigeria, including without limitation applicable international law such as the GDPR, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; or (b) other international laws. The parties consent to the personal and exclusive jurisdiction of Nigerian laws. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

Conflicts. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.

Technology Export. Customer shall not: (a) permit any third party to access or use Eportalnet in violation of any Nigerian law or regulation; or (b) export any software provided by Provider or otherwise remove it from Nigeria except in compliance with all applicable Nigerian laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use Eportalnet in, or export such software to, a country subject to a Nigerian embargo (currently existing at the effective date)

Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

Amendment. Provider may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 7 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 12, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Provider may revise the Privacy Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.