Master Service Agreement

1. Structure of the agreement

• This MSA governs all Statements of Work between the parties.
• Where a Statement of Work conflicts with this MSA on commercial matters (scope, fees, dates), the Statement of Work prevails.
• Where there is a conflict on data protection, the Data Processing Agreement prevails.
• Where there is a conflict on participant conduct and certification, the Terms of Service prevail for the participant concerned.

2. Platinum's commitments

• Deliver the programme described in the Statement of Work with suitably qualified instructors, using the published curriculum, assessment structure and weighting.
• Provide the Client with a nominal roll, attendance reporting and, at the end of the cohort, a results and certification summary.
• Issue credentials only to participants who meet the published requirements, and maintain a public verification route for each credential issued.
• Keep the platform reasonably available for the duration of the cohort, and notify the Client of planned maintenance likely to affect scheduled sessions.
• Assign a named point of contact for the engagement.

3. Client's commitments

• Nominate participants accurately and on time, and provide a coordinator as point of contact.
• Ensure nominated participants meet any published entry requirements and can access the sessions (device, connectivity, released time).
• Pay invoices within the agreed terms.
• Respect Platinum's intellectual property, and not reproduce, adapt or deliver Platinum curriculum internally without a licence.

4. Fees, invoicing and taxes

Fees, milestones and currency are stated in the Statement of Work. Unless stated otherwise, invoices are payable within 30 days of receipt, and fees are exclusive of applicable taxes and withholding, which are the Client's responsibility.

Platinum may suspend delivery where an undisputed invoice is more than 30 days overdue, after written notice. Platinum will not withhold credentials from participants who have met the requirements solely because of a Client payment dispute, except where the Statement of Work makes certification expressly conditional on payment.

5. Changes to scope

Either party may request a change to a Statement of Work. Changes take effect only when both parties confirm them in writing, including any effect on fees and timelines. Increases in participant numbers beyond the agreed cohort capacity require a change note.

6. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the engagement, and protect it with at least the care it applies to its own confidential information. This obligation survives for three years after the engagement ends, and indefinitely for personal data and security information.

It does not apply to information that is public through no breach, independently developed, or required to be disclosed by law or a regulator — in which case the disclosing party will give notice where lawful.

7. Intellectual property

8. Warranties

Each party warrants that it has authority to enter this MSA. Platinum warrants that services will be performed with reasonable skill and care by suitably experienced personnel.

Platinum does not warrant any particular research output, publication, accreditation outcome, or pass rate. Educational outcomes depend on participant engagement.

9. Liability

Neither party is liable for indirect, incidental or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

Except for liability that cannot lawfully be excluded, and for a party's breach of confidentiality or infringement of the other's intellectual property, each party's total liability under an engagement is limited to the fees payable under the relevant Statement of Work.

10. Term, suspension and termination

• This MSA runs until terminated by either party on 30 days' written notice; termination does not affect Statements of Work already in progress unless both parties agree.
• Either party may terminate an engagement immediately for material breach that is not remedied within 30 days of written notice, or on insolvency of the other party.
• On termination, the Client pays for services properly delivered up to the termination date, and Platinum completes certification for participants who have already met the requirements.

11. Force majeure

Neither party is in breach for delay caused by events beyond its reasonable control, including power or network failure at national scale, civil unrest, or government restriction. The affected party will notify the other and propose a revised schedule; where the event lasts more than 60 days, either party may terminate the affected engagement without penalty.

12. General

To request a signed counterpart or a Statement of Work template, contact info@platinumedutechconsult.com.

• Neither party may assign this MSA without the other's written consent, except to a successor of its business.
• The parties are independent contractors; nothing here creates a partnership, agency or employment relationship.
• Notices are given in writing to the contacts named in the Statement of Work.
• This MSA is governed by the laws of the Federal Republic of Nigeria. The parties will attempt good-faith resolution before formal proceedings.