February 3, 2026
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25 Mins read
Talstack Customer Agreement and Terms of Service
THIS SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AGREEMENT (“AGREEMENT”)
BETWEEN
TALSTACK LIMITED (“Talstack or the Company”), a limited liability company incorporated under the laws of the Federal Republic of Nigeria, having its registered address at 28, Bola Ashafa Street, Oniru, Lagos State, Nigeria, which expression shall where the context so admits include its successors-in-title and assigns of the first part;
AND
[Insert Name of Counterparty], (the “Customer”) registered under the laws of [insert jurisdiction] having its registered address at [Insert Counterparty’s Address], which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
WHEREAS:
NOW, THEREFORE, in consideration of the mutual covenants between the Parties, the Parties hereby agree as follows:
1. Definitions and Interpretations
1.1. In this Agreement, except where a different interpretation is necessary for the context, the words and expressions set out below shall have the following meaning:
Agreement
means this Software as a Service (SaaS) Subscription Agreement.
Applicable Laws
means all applicable laws, regulations, codes, guidelines, policies, rules and directives, of any competent regulatory entity in the Federal Republic of Nigeria and other jurisdictions in which the parties may operate with respect to the terms of this Agreement.
Authorised Users
means a named individual that: (a) is an employee, representative, consultant, contractor or agent of Customer; (b) is authorised to use the Service pursuant to this Agreement; and (c) has been supplied a user identification and password by Customer. Customer shall be responsible for all access and use of the Service by the Authorised Users
Customer Data
means any data or other information which is provided by (or on behalf of) Customer directly or indirectly to the Company in connection with the Services, including data that is collected by the Platform, and shall not include Service Analytics as defined hereunder.
Platform
means, collectively the Company’s website, mobile application and other related applications through which the Services are provided.
Services
means the e-learning content materials including online courses, learning materials, and related services.
Subscription Fees
means the fee specified in the Subscription Plan and subject to the terms of this Agreement.
Terms of Service
means the Platform’s terms of service as may be updated from time to time
1.2. In this Agreement, clause headings are for convenience only and do not affect interpretation. Unless context indicates otherwise, singular terms include plural, masculine terms include feminine and neuter, "person" includes natural and legal persons, and "includes" or similar phrases are not limiting.
2. Term
Subject to Clause 16 (Termination and Survival), this Agreement shall be for 1 (one) year commencing as of the Effective Date and shall continue for the duration of Customer's use of the Service (the “Subscription Term”).
3. Provision and Use of the Services
3.1. For the Subscription Fees and subject to the Terms of Service, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service during the Subscription Term solely for its benefit and subject to usage limits (if any) in the Subscription Plan.
3.2. Customer is responsible for all Authorised User activity and compliance and shall not: (a) share access, (b) copy/modify the Service (excluding permitted data input), (c) access the Service beyond permitted uses, (d) develop competing products, or (e) use the Service unlawfully. Non-compliance may lead to suspension. Company reserves monitoring and security rights.
3.3. The Company reserves the right to take steps reasonably necessary to protect the security, integrity or availability of the Service, notwithstanding anything to the contrary in the Agreement. The Company is for purposes of this section entitled to monitor Customer’s use of the Service.
4. Obligations of the Company
The Company shall:
4.1. provide the Customer with access to the Service, ensuring its continuous availability during the Subscription Term;
4.2. be responsible for maintaining the Platform's content, including updates, improvements, and relevant learning materials;
4.3. provide onboarding support and support services to assist the Customer in effectively utilising the Services;
4.4. fully cooperate with the Customer to perform its obligations as agreed under this Agreement;
4.5. make itself available at its convenience for discussions where necessary; and
4.6. perform such other responsibilities as may be reasonably necessary to fulfil its obligations under this Agreement.
5. Obligation of the Customer
The Customer shall:
5.1. be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, hardware, software, networking and the like;
5.2. not (and shall not permit any third party to) access or use the Service to send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, or agents;
5.3. not (and shall not permit any third party to) access or use the Service in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein);
5.4. be solely responsible for the accuracy, content and legality of all Customer Data and agrees to comply with all Applicable Laws in its use of the Services;
5.5. be responsible for properly configuring and using the Service and otherwise taking reasonable action to secure and protect Customer accounts and Customer Data;
5.6. fully cooperate with the Company to perform its obligations as agreed under this Agreement;
5.7. make itself available for discussions where necessary; and
5.8. perform such other responsibilities as may be reasonably necessary to fulfil its obligations under this Agreement.
6. Subscription Fees
6.1. The Customer shall pay the Subscription Fee as set forth in Appendix 1 (the “Subscription Plan”). Payments are to be made quarterly in advance and shall recur until the termination of this Agreement.
6.2. The Customer expressly understands and agrees that, in the event of early termination, cancellation, or non-utilisation of the Service, there shall be no refund or reimbursement of any portion of the Subscription Fees.
6.3. The Company may modify Subscription Fees or introduce new charges at the end of the Subscription Term, upon 30 (thirty) days [EO1] prior notice to Customer. Customer’s Continued use of the Services implies acceptance of these changes.
6.4. The Customer shall notify the Company of any billing errors within 15 (fifteen) days of the invoice date to be eligible for adjustments or credits. The Company shall not be liable for unchallenged billing errors.
6.5. All Subscription Fees are exclusive of all applicable taxes, and Customer is responsible for payment of all such taxes, excluding taxes based solely on the Company’s income.
7. Cost
Except as otherwise agreed by the Parties, each Party agrees that it shall bear its own costs and expenses of whatsoever nature incurred in connection with the Agreement.
8. Proprietary & Confidential Information
8.1. The Parties anticipate that under this Agreement, it may be necessary for either Party to transfer to the other information of a proprietary or confidential nature (the “Proprietary Information”). Such information shall be clearly identified by the disclosing party at the time of disclosure, unless by its contents and nature it would be considered proprietary or confidential by a reasonable person familiar with the subject matter of this Agreement. The parties agree to maintain the confidentiality of such information and use it solely for the purposes of this Agreement. Disclosure of Proprietary Information shall be restricted to individuals directly involved in this Agreement, except as outlined in the following exceptions:
8.1.1. Information independently developed by the recipient or lawfully known to them prior to disclosure.
8.1.2. Information publicly disclosed by the disclosing party or obtained lawfully from other sources.
8.1.3. Information required to be disclosed by law, provided the recipient promptly notifies the disclosing party.
8.1.4. Information released under a valid court order or government agency requirement, with efforts made to obtain protective measures.
8.2. The execution, delivery, or disclosure of any Proprietary Information under this Agreement does not grant the other party any license under the disclosing party's patents, trademarks, or copyrights, whether expressly, implicitly, by estoppel, or otherwise.
8.3. Notwithstanding the expiration of the other provisions of this Agreement, the obligations and provisions of this clause shall continue unless terminated in writing by both Parties.
9. Intellectual Property
9.1. Customer retains all rights, including intellectual property rights, to Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free right to use Customer Data solely for providing Services during Subscription Term.
9.2. The Services, including all copies and portions thereof, and all intellectual property rights therein, including, but not limited to derivative works, deliverables, updates, enhancements and modifications therefrom (“Talstack Technology”), shall remain the sole and exclusive property of the Company. The Customer is not authorised to use (and shall not permit any third party to use) Talstack Technology or any portion thereof except as expressly authorised by this Agreement.
9.3. Neither Party acquires any rights in the other Party's intellectual property including, but not limited to copyrights in works, patents including software or hardware, any licence under any invention, patent, trademark or any similar rights (collectively “Intellectual Property”) under this Agreement, including pre-existing or subsequently created Intellectual Property.
9.4. Each Party shall maintain exclusive ownership of all intellectual property rights in its website, application and software utilised for the purpose of this Agreement.
10. Representations and Warranties
10.1. Each party warrants that it possesses the requisite licences, permits, authorisations and/or registrations required to perform their respective obligations under this Agreement.
10.2. The Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of personal data related to the Customer Data.
10.3. The Company represents and warrants that, throughout the Subscription Term, the Service will perform substantially in accordance with industry standards and best practices, and the Company shall not materially decrease the core functionality of the Service.
11. Warranty Disclaimer
EXCEPT FOR THE WARRANTY IN CLAUSE 10, THE SERVICES ARE PROVIDED “AS IS”. NEITHER THE COMPANY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, THE COMPANY DOES NOT WARRANT THE SAAS SERVICE WILL BE ERROR-FREE OR THAT USE OF THE SAAS SERVICE WILL BE UNINTERRUPTED. THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF ANY ERROR SHALL BE LIMITED TO PROVISION OF SUPPORT SERVICES.
12. Indemnity
12.1. The Company shall indemnify the Customer against third-party claims alleging Service usage infringes intellectual property rights, covering associated costs and expenses. The Company shall not be liable for claims arising from unauthorised Service use, combination with non-Company products causing infringement, alterations by parties other than the Company, or compliance with specific Customer instructions. Upon awareness of a Claim, the Company may secure the Customer's right to continue use, modify or replace the Service, or terminate the Service, refunding a prorated portion of prepaid fees.
12.2. The Customer shall defend and indemnify the Company from and against any claims asserted by a third party against the Company based on Customer Data usage or failure to comply with applicable data protection laws and regulations.
12.3. Each Party shall indemnify the other against third-party claims arising from gross negligence, willful misconduct, or breach of representations, warranties, covenants, or agreements under this Agreement
12.4. Each Party agrees to notify and defend the other Party against any such liability, claim or demand.
13. Limitation of Liability
13.1. The Company and its affiliates are not liable for: (a) Customer's inability to use the Services due to termination, suspension, discontinuation, or downtime; (c) Customer's investments or commitments to third parties; or (d) unauthorised access, alteration, or loss of customer data.
13.2. The Company's total liability for damages under this Agreement shall not exceed the fees paid by the Customer in the 12 (twelve) months preceding the claim, or fees paid for the specific services related to the claim.
13.3. Except in cases of misappropriation or wrongful disclosure of intellectual property or confidential information, neither Party shall be liable for indirect, incidental, or consequential damages, including loss of revenue, profits, or goodwill.
14. Relationship of both Parties
14.1. This Agreement does not preclude either Party from entering into similar contracts with other individuals and companies.
14.2. Neither Party shall enter agreements on behalf of the other Party or make commitments for them.
14.3. Each Party operates independently and is not an agent, representative, or partner of the other.
15. Force Majeure
Neither Party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labour disputes, government actions, or natural disasters (“Force Majeure Event”). If such Force Majeure Event occurs, the affected Party shall promptly notify the other Party within 14 (fourteen) days and take reasonable measures to mitigate the impact. If the Force Majeure Event persists for more than 60 (sixty) days, either Party may terminate this Agreement upon written notice to the other Party.
16. Termination & Survival
16.1. This Agreement shall be terminated if either of the Parties is in material breach of this Agreement and shall not have remedied that breach within 30 (thirty) days of written notice requiring him to do so.
16.2. Either party may for whatsoever reason terminate of this Agreement at any time before the completion of the Term by providing the non-terminating Party with a 30 (thirty) days’ notice in writing. The Customer shall not be entitled to any refund or relief from payment of any fees paid or payable under the Agreement.
16.3. The Customer agrees and acknowledges that following termination of this Agreement, the Company may immediately deactivate the Customer’s account(s) associated with the Agreement.
16.4. Notwithstanding the foregoing, clauses 8 (Proprietary & Confidential Information), 9 (Intellectual Property), and 17 (Governing Law & Dispute Resolution) shall survive such termination.
17. Governing Law & Dispute Resolution
17.1. This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
17.2. Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be referred to the Lagos Court of Arbitration (LCA) for Mediation to be conducted in accordance with the LCA Mediation Guidelines.
17.3. Unless the Parties agree otherwise, the dispute shall be resolved by a sole mediator appointed in accordance with the provisions of the LCA Mediation Guidelines. The Mediation shall be held at a venue agreed between the parties, failing which, it shall be held in Lagos, Nigeria.
17.4. The settlement agreement reached by the Parties pursuant to the Mediation shall be final and binding as soon as same is signed by the Parties or their representatives. Unless the parties agree otherwise, in the event that the dispute cannot be resolved within 30 (thirty) days of the appointment of the Mediator, the dispute shall be referred to any other dispute resolution mechanism administered by the LCA.
17.5. Each party shall bear its cost in connection with the Mediation and the mediator’s fees shall be split equally between both Parties.
18. Data Protection
18.1. Each Party agrees to establish and maintain adequate organisational and technical safeguards against the unauthorised destruction, theft, use, disclosure or loss of data in the possession or control of that Party.
18.2. Each Party agrees to at all times comply with all applicable data protection laws and regulations.
18.3. In the event of a security breach resulting from negligence, willful default, or breach of warranties by a Party, that Party shall indemnify, defend, and hold harmless the other Party from any resulting losses, damages, claims, liabilities, costs, and expenses, including reasonable attorneys’ fees.
19. Miscellaneous
19.1. Good Faith: Subject to the terms and conditions of this Agreement, each Party shall act in good faith and devote its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
19.2. Assignment: This Agreement may not be assigned by either party without the written consent of the other Party.
19.3. Subcontractors: The Company may engage subcontractors to perform any portion of the Services hereunder.
19.4. Amendment & Modification: This Agreement may be amended, modified or supplemented only by written agreement of both Parties.
19.5. Waiver of Compliance & Consents: Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition may be waived by the Party entitled to the benefits by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of any subsequent obligation or other failure.
19.6. Notices: Any notice or other communication required or permitted under this Agreement may be addressed to the recipient at its address given above, or such other address as that party may provide from time to time, and shall be deemed duly given (i) when delivered, if by hand delivery; (ii) within the hour if by email without an email failure delivery notification received by the sender or any evidence to the contrary; and (ii) if otherwise delivered, when written confirmation of receipt thereof is obtained (a) from the recipient; or (b) from the mail courier.
19.7. Feedback: The Company shall be free to use, irrevocably, in perpetuity, for free and for any purpose, all suggestions, ideas and/or feedback relating to the Services provided by the Customer, its affiliates and Authorised Users.
19.8. Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior arrangements or understandings (whether written or oral) with respect thereto.
19.9. Severability: If any provision in this Agreement is held to be invalid or unenforceable in any jurisdiction, the validity and enforceability of all remaining provisions contained in this Agreement shall not in any way be affected or impaired, and the invalid or unenforceable provisions shall be interpreted and applied so as to produce as near as may be the economic result intended by the Parties to this Agreement.
19.10. Signature: By signing below, each Party indicates acceptance of the terms of this Agreement in its entirety as of the date first written above, and represents and warrants to the other Party that it understands this Agreement, and that to each Party’s knowledge, no law or third-party obligation prevents it from entering into and performing this Agreement in full. For the convenience of the Parties, this agreement may be executed electronically and in counterparts. The electronic execution shall be binding, and each counterpart shall be binding, and all of them shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
SIGNED by the duly authorised signatory of TALSTACK LIMITED
_________________________
AUTHORISED SIGNATORY
Name:
Designation:
Date:
SIGNED by the duly authorised representative of [Insert Name of Counterparty]
_________________________
AUTHORISED SIGNATORY
Name:
Designation:
Date:
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