Competency Development & Trainings
We engage individuals, companies, NGOs, and Governments to provide services that close competency gaps and enhance workforce productivity through our carefully designed set of short courses. Our courses can be customized to suite your peculiar needs.
We provide strategic consulting services for both professionals and corporate organizations. Our consultancies are strategically designed to provide tools, techniques and methodologies that can deliver on your core objectives and set goals
Vital Extra Learning and Consultancy Terms and Conditions
The Terms and Conditions outlined in this document applies to Vital Extra Learning and Consultancy Limited transactions in general. It is the guiding point of reference for all business transactions with all our clients, be it corporate or individual entities.
1. The Website
This website www.vitalextralearning.com (the “Site”) is provided by Vital Extra Learning and Consultancy Limited (“the Company”). Use of the Site is governed by these terms and conditions (together with the documents referred to on it) (“Terms and Conditions”).
Please read them now. By using the Site and or by transacting any business with the company, you indicate that you accept the Terms and Conditions and that you agree to abide by them. If you are not willing to accept these Terms and Conditions you may not use the Site or proceed with any transactions with us.
1.1 Access
Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the Site without notice. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users who have registered with us.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.
1.2 Disclaimer
The Site and its contents are for general information only and are provided “as is”. We make no warranties, representations or undertakings about:
• any of the content of the Site (including, without limitation, any as to the quality, accuracy, completeness or fitness for any particular purpose of such content); or
• any content of any other third-party website referred to or accessed by hypertext link through the Site.
We make no guarantees that the Site is free from computer viruses. It is strongly recommended that you check for such viruses before downloading it or its contents.
1.3 Links
Links to third party websites are for your convenience only. Such websites are operated and controlled by third parties and their inclusion does not imply any endorsement or approval by the Company of the materials on such websites.
1.4 Liability
The Company accepts no liability for any claims, penalties, loss or expenses arising from: any reliance placed on the content of the Site; the use or inability to use the Site; the downloading of any materials from the Site; or any unauthorized access to or alteration to the Site. This clause shall not exclude liability for death or personal injury caused by the negligence of the Company.
1.5 Copyright
The content of the Site (including, but not limited to all text and artwork) is protected by copyright. The copyright is owned by the Company or is otherwise licensed from a third party for use by the Company.
You may view or download any part of the Site for private purposes, but you are not permitted, without our permission, to:
• store the Site, or any part of the Site, for any other purpose;
• print copies of the Site, or any part of the Site, for any other purpose;
• reproduce, copy or transmit the Site, or any part of the Site, in any way, for any other purpose or in any other medium.
All other rights which are not specifically granted are reserved.
1.6 Privacy Policy
1.6.1 Publishing through the Site
If you wish to publish through the Site, please be aware that other terms and conditions in addition to the Terms and Conditions may apply to such publications.
1.6.2 Uploading material to the Site
Other than personally identifiable information, which is covered under our Privacy Policy, any material you transmit or post to the Site shall be considered non-confidential and non-proprietary, subject to any other terms and conditions relating to publishing through the Site which are agreed with the Company. We shall have no obligations with respect to such material and we shall have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.
You are prohibited from posting or transmitting to or from the Site any material:
• that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
• for which you have not obtained all necessary licences and/or approvals; or
• which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in Nigeria or any other country in the world; or
• which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
You may not misuse the Site (including, without limitation, by hacking).
We have the right to remove any material or posting you make on the Site if, in our opinion, such material does not comply with the provisions set out above or for any other reason whatsoever. In addition, we shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of the provisions set out above.
1.7 Changes
The Company reserves the right to amend or replace the Terms and Conditions at any time. If we make any substantial changes we will notify you by posting a prominent notice on the Site.
1.8 Jurisdiction
The Terms and Conditions shall be governed by and construed in accordance with the Laws of Nigeria and any disputes that may arise will be subject to the jurisdiction of the Nigerian courts.
2. Training courses
In this Agreement between the Customer and Vital Extra Learning and Consultancy Limited (the Company), training courses and training materials, includes printed materials and online documentation are covered.
By registering for any of the Company training courses, the Customer agree to these terms which will bind the Customer and (if you are an employer) the Customer’s employees. If you do not agree to these terms, the Company shall not sell any training services to the Customer and the Customer must not apply to receive such services.
2.1 Application
2.1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Training by the Company to the Customer.
2.2 Interpretation
2.2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Business Day: a day other than a Saturday, Sunday or public holiday in Nigeria, when banks in Nigeria are open for business.
Agreement: these Terms and Conditions and (i) the signed Proposal; or (ii) completed Online Application Process.
The Company: Vital Extra Learning and Consultancy Limited entity stated in the Proposal.
Charges: the charges payable by the Customer for the Training service in accordance with clause 2.6 (Charges and payment).
Delegate(s): an individual or representative scheduled by the Customer to attend the training.
Customer: the person or firm who purchases the Training service from Vital Extra Learning and Consultancy Limited.
Customer Data: the data provided by the Customer for the purpose of facilitating the Training.
Data Protection Legislation: this means data protection regulation, legal Act or any other legislation in force from time to time relating to privacy and/or the processing of personal data and applicable to the provision and receipt of Training under these Terms and Conditions; and
Online Application Process: The booking process available through the following websites or its links: https://www.vitalextralearning.com
Personal Data: has the meaning given to it in the Data Protection Legislation.
Proposal: The proposal document sent by the Company to Customer, following an indication by Customer that it wishes to obtain training services from the Company, setting out the details of the Training to be provided and the basis upon which the Company proposes to provide them.
Processing: has the meaning given to it in the Data Protection Legislation.
Training: the service to be supplied by the Company to the Customer as described in the Proposal or as part of the Online Application Process.
Training Materials: any materials or documents provided by the Company as part of the Training.
2.3 Basis of these Terms and Conditions
2.3.1 These Terms and Conditions shall come into effect when either:
2.3.1.1 Customer completes the Online Application Process; or
2.3.1.2 Upon receipt by the Company of an electronic or hard copy of the Proposal signed by the Customer, at which point these Terms and Conditions shall be deemed incorporated into the Proposal.
2.3.2 Any descriptive matter or advert issued by the Company, and any descriptions contained in the Company’s catalogues, brochures or on their website, are issued or published for the sole purpose of giving an approximate idea of the Training described in them. They shall not form part of these Terms and Conditions nor have any contractual force.
2.3.3 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3.4 Any Proposal is only valid for acceptance for a period of 30 calendar days from its date of issue.
2.4 Supply of the Training
2.4.1 the Company shall use reasonable endeavours to supply the Training to the Customer in accordance with these Terms and Conditions in all material respects but reserves the right to change the course content of any Training Course at any time and without notice.
2.4.2 the Company shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.
2.4.3 the Company reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Training, and the Company shall notify the Customer in any such event.
2.4.4 Notwithstanding the above sub-clauses, the Company reserves the right to cancel Training at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, the Company will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
2.5 Customer’s Obligations
2.5.1 The Customer shall:
2.5.1.1 co-operate with the Company in all matters relating to the Training;
2.5.1.2 provide the Company , its employees, agents, consultants and subcontractors, with any information which may reasonably be required by the Company in the organisation of the Training, including, but not limited to, details in respect of the Delegate(s) and ensure that such information is complete and accurate in all material respects; and
2.5.1.3 where Training is being delivered at its premises, provide the Company with (i) access, training space and any equipment necessary for the delivery of the Training; and (ii) such facilities as are reasonably notified to the Customer in advance.
2.6 Charges and Payment
2.6.1 Unless otherwise stated in the Proposal, the Charges for the Training shall be calculated on a per session per Delegate basis.
2.6.2 The Customer shall pay any invoice submitted by the Company within 30 calendar days of the date of the invoice, and in any event prior to the Training taking place, to a bank account provided on the invoice by the Company , or in the case of online bookings, shall make payment as required by the Online Application Process.
2.6.3 Failure by the Customer to pay any Charges when they fall due may (at the Company’s discretion) result in:
2.6.3.1 the Delegates’ place on the Training being withdrawn;
2.6.3.2 the Company ceasing to provide the Training; and/or
2.6.3.3 the Company withholding any certification due to the Delegates from the Training.
2.6.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company any sum due under this Agreement on the due date:
2.6.4.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Standard Chartered Bank’s base rate from time to time.
2.6.5 All sums payable to the Company under this agreement:
2.6.5.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
2.6.5.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
2.7 Cancellation
2.7.1 The Customer may cancel Training on 30 calendar days’ notice to the Company. Cancellations must be provided in writing to the Company Business Development Executive and trainings@vitalextralearning.com. Training may not be cancelled within 30 days of the start date of the Training. Non-classroom based Training may not be cancelled under any circumstances and Charges for non-classroom based Training are therefore non-refundable.
2.7.2 Training may only be cancelled by the Customer in accordance with clause 2.7.1. If a Customer or Delegates fail to attend all or part of any Training, full payment of the Charges shall be required.
2.7.3 If a refund is approved by the Company, it will be made through the original mode of payment only.
2.8 Intellectual Property Rights
2.8.1 All intellectual property rights in or arising out of or in connection with the Training, including any associated Training Materials shall be owned by the Company.
2.8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Training Material without the prior written consent of the Company.
2.9 Customer Data
2.9.1 As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data.
2.9.2 The Customer grants the Company an irrevocable, unlimited and royalty-free license to use the Customer Data provided to the Company for the purposes of providing the Training.
2.9.3 Each party warrants that for the purposes of this Agreement it:
2.9.3.1 shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall communicate to the other party the terms of any permissions or consents obtained from the data subjects;
(c) shall have in place appropriate technical and organizational security measures against unauthorized or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
2.9.3.2 shall upon request provide such assistance as is reasonably necessary to the other party to enable that party to comply with its obligations as a data controller (as defined in the Data Protection Legislation);
2.9.3.3 shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
2.9.3.4 shall, except to the extent prohibited by applicable law, inform the other party upon receipt of a complaint from a data subject or if approached by any regulatory body in connection with its compliance with the Data Protection Legislation in connection with this Agreement;
2.9.3.5 shall, except to the extent prohibited by applicable law, consult the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject or approach by any Regulatory Body in connection with compliance with the Data Protection Legislation in connection with the Agreement.
2.10 Limitation of Liability
2.10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
2.10.1.1 death or personal injury caused by negligence;
2.10.1.2 fraud or fraudulent misrepresentation; and
2.10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2.10.2 Subject to clause 2.10.1:
2.10.2.1 the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
2.10.2.2 the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training.
2.10.3 This clause 2.10 shall survive termination of the Agreement.
2.11 Confidentiality
2.11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party’s confidential information shall not be deemed to include information that:
2.11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
2.11.1.2 was in the other party’s lawful possession before the disclosure;
2.11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
2.11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.
2.11.2 Subject to clause 2.11.3, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of the Agreement.
2.11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 2.11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
2.11.4 The Customer acknowledges that its information may be used by the Company on an anonymous basis without limitation including compiling and publishing reports.
2.11.5 The above provisions of this clause 2.11 shall survive termination of the Agreement, however arising.
2.12 Termination
2.12.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
2.12.1.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;
2.12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
2.12.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
2.12.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
2.12.2 Without affecting any other right or remedy available to it, the Company may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment
2.13 Consequences of Termination
2.13.1 On termination of the Agreement:
2.13.1.1 the Customer shall return any of the Training Materials which have not been fully paid for; and
2.13.1.2 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
2.13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
2.14 Force Majeure
the Company shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
2.15 Variation
Subject to clause 2.24, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
2.16 Waiver
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2.17 Severance
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
2.18 Entire Agreement
2.18.1 The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2.18.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
2.19 Assignment and Subcontracting
2.19.1 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in the Company’s sole discretion.
2.19.2 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
2.20 No Partnership or Agency
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
2.21 Third Party Rights
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts.
2.22 Notices
2.22.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
2.22.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
2.23 Governing Law
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Nigeria.
2.24. Changes
The Company reserves the right to amend or replace the Terms and Conditions at any time. If the Company make any substantial changes, the Company will notify the Customers and other Site users by posting a prominent notice on the Site.
2.25 Jurisdiction
Each party irrevocably agrees that the courts of Nigeria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).