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INCOME SHARE AGREEMENT CONTRACT
Your Contract No: 6229
This Agreement is made 21/09/2023
DIGITAL MARKETING SKILL INSTITUTE SERVICES LIMITED of 72B, Surulere Way, Dolphin Estate, Ikoyi, Lagos State, Nigeria. A company registered in Nigeria, under the Corporate and Allied Matters Act, 2020 (herein referred to as the ' ‘OBLIGEE’’ which expression shall where the context so admits include its heirs, Assigns, Successors and Administrators) of one part.
* AND Queen Torkwase Ortserga of No 10 Taipei street mafoluku oshodi Lagos
PLEASE READ THIS ENTIRE INCOME SHARE AGREEMENT CAREFULLY. IF YOU DO NOT UNDERSTAND YOUR RIGHTS OR OBLIGATIONS OUTLINED IN THIS AGREEMENT, YOU SHOULD SEEK PROFESSIONAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. YOU AGREE THAT IN RETURN FOR RECEIVING THE COURSE, PROGRAM, OR TRAINING PROVIDED BY DIGITAL MARKETING SKILL INSTITUTE SERVICES LIMITED, YOU WILL PAY A PORTION OF YOUR EARNED INCOME TO THE COMPANY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
YOUR ACCESS TO AND USE OF THIS SERVICE IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. THESE TERMS APPLY TO ALL USERS AND OTHERS WHO WISH TO ACCESS OUR ONLINE LEARNING PLATFORM TO TAKE OUR COURSE OR PROGRAM USING THE INCOME SHARING AGREEMENT PAYMENT OPTION.
BY SIGNING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH ANY PART OF THESE TERMS THEN DO NOT USE THE INCOME SHARING AGREEMENT PAYMENT OPTION.
A 'Student' 'Obligor' or 'You' is referred to herein as any person that purchases, access or uses any of our Programs, Products, and Services using the Income Share Agreement Payment Option.
Digital Marketing Skill Institute Services Limited (Herein referred to as the ’Obligee’ ‘Company’ or ’Educational Provider’) operates an Educational Technology Institute focusing on digital marketing and charges tuition. However, a student may elect a payment method to have the Obligee provide tuition funding on behalf of the student. The student shall commit to paying a fixed amount of their income each month upon the completion of the cost of attending the Obligee’s course, programme/ training up to a maximum number of payments and a maximum amount. This payment method is called Income Share Agreement.
The Income Share Agreement (ISA) will be effective following the execution of this Income Share Agreement by creating an account on the company learning platform using the Income Share Agreement Payment Option.
2. KEY FINANCIAL INFORMATION
(a) This Income Sharing Agreement (ISA) is a form of deferred tuition that represents your obligation to make payments linked to a specific amount/percentage of your earned income. The Income Share Agreement is not subject to interest but it is subject to default penalties.
(b) The amount required to pay by the Obligor (student) under this ISA is ₦100,000.00 (One Hundred Thousand Naira) for the course programme/ training. In the event that the Obligor (student) terminates or withdraws his or her participation in their Chosen Course prior to graduation or completion, the Maximum Total Amount Payable automatically becomes due for repayment to the Obligee.
(c) The obligor (student) is under the obligation to pay the monthly minimum amount of ₦25,000.00 (Twenty-five thousand Naira) or higher up to the maximum total amount payable of ₦100,000.00 (One Hundred Thousand Naira) on the 1st of each month within 4 months duration upon getting a job even if the job is not digital marketing related and notifying the Obligee by emailing the account team with evidence of payment at [email protected].
(d) Where the obligor (student) decides to maximize the digital marketing skill learnt to improve her personal business as an entrepreneur, the obligor shall provide the obligee (company) with a written note or letter showing that the skill learnt has been used to generate more income above the minimum wage from their personal business. The obligor will also be under the obligation to pay the monthly minimum amount of ₦25,000.00 (Twenty-five thousand Naira) or higher up to the maximum total amount payable of ₦100,000.00 (One Hundred Thousand Naira) on the 1st of each month within 4 months duration upon earning income from the business even if the business is not digital marketing related and notifying the Obligee by emailing the account team with evidence of payment at [email protected].
(e) The obligor shall not reject any decent job opportunities assigned to her either as an intern or full-time employee. The obligor further covenants that she will accept all job opportunities whether remote, hybrid, or onsite. A decent job is referred to in accordance with International Labor Organization and The Nigeria Labor Law (It should be on or above Nigeria's minimum wage).
(f) The obligor (student) agrees that the ISA shall become due for repayment whether or not the obligor (student) accepts any kind of job other than digital marketing space.
(g) The obligor (student) agrees not to reject or neglect any job referred to her by the company. Where the obligee rejects a job merged with her by the obligee (company) the ISA immediately becomes due for repayment.
(h) The obligor (student) may not assign this Income Share Agreement or any of its benefits or obligations except with the written consent of the Obligee.
(i) Third-Party Tools and Resources: The Obligor (student) agrees to invest at least ₦25,000 to purchase third-party digital marketing tools and resources. These tools and resources include but are not limited to domain/hosting, ads, and an elementor license. The payment for the tools and resources is not to be paid to Obligee (company) but to the third-party providers of these tools and resources.
(j) Long-term default: where the Obligor (student) remains in default for 1 consecutive month without making a prior arrangement with the Obligee(company), the Obligee (company) can at any time, order instant payment of the entire remaining unpaid Maximum Total Amount Payable balance of this Income Share Agreement. If the Student has not paid the full amount of the unpaid Maximum Total Amount Payable due under this Income Share Agreement when the such final payment is due, the oblige/company will charge the Obligor repayment penalties of ₦1,500 per day of defaults.
(k) False information: where the obligor (student) gives false information on the status of employment and it is discovered that the obligor (student) is employed or provided other false information during the application for the course and signing this ISA then the obligor (student) agrees to pay the maximum total amount of the income sharing agreement immediately with a default penalty charge payment of ₦50,000.00 (fifty thousand Naira). Be aware that this may prompt legal action against you for giving false information.
(l) Withdrawal: In the event that you withdraw from the course, programme/Training, you agree that the Company may not accept your ISA application into the programme at a future date. If you have been onboarded on the course learning platform, then you will be liable to pay the maximum total amount of the income sharing agreement immediately.
4. ELIGIBILITY CRITERIA
(a) You confirm you are living in Nigeria with a valid means of identification.
(b) You confirm you are within 20-35 years and unemployed.
(c) You confirm you are not contemplating bankruptcy and you have not consulted with an attorney regarding bankruptcy in the past 6 months;
(d) You confirm you have access to a working computer (Laptop), and WIFI connection.
(e) You confirm you are a Nigerian citizen;
(f) You confirm you are unemployed at the time of the application.
5. EVIDENCE OF INCOME
Once employed, the obligor (student) agrees to provide the Obligee with:
(a) an employment letter from their employer containing the student’s salary information or other evidence of equivalent value.
(b) the Obligor (student) agrees that any evidence of income provided is subject to audit by the Obligee at any time.
(c) the Obligor (student also agrees to maintain a connection/communication with the Obligee where they inform the obligee of their employment status monthly before the 25th of each month.
(d) a copy of the Obligor (student) pay stubs and all your bank statements registered with your BVN via an Open Banking provider that validates the obligor (student) income or such other Open Banking provider that the Obligee designates from time to time.
(e) the obligor (student) shall promptly notify the company of any changes to their income before the 25th of each month.
(f) the obligor (student) will provide the company with updated documentation described in Clause 5 (a, b, and d) above based on a request by the Obligee within 3 working days. Failure to comply will attract a default penalty charge of ₦10,000.00 for each day of default.
6. PAYMENT OF INCOME SHARE AGREEMENT (ISA)
Subject to the above paragraphs, the Obligor (student) will pay the Income Share Agreement in the following manner:
i. electronic funds transfers from your Designated Bank Account; or
ii. debit/credit card.
iii. Standing Order
You agree to execute authorisations and any other documentation necessary for the company to implement your election.
7. JOB GUARANTEE OBLIGATION
The aims of the job guarantee obligation are to help students secure suitable job placements and help them start their careers in digital marketing or related career paths.
The obligor agrees to commit to the following:
If the obligor (beneficiary or applicant) fails to meet this commitment then the obligor will be required to pay the income Share Agreement (ISA) maximum amount with a commitment default penalty payment of ₦30,000 even if the obligor has not secured a job.
(a) The student is fully liable for paying all amounts due under this Income Share Agreement and any Fees and Charges that may apply for defaults or late payment (if any).
(b) There is no action that the student can take which will discharge this Income Share Agreement including any Fees and Charges, other than its full payment.
8.1 Notice of Certain Changes. You agree to notify us within 10 days of any change in your:
(i) primary residence address, phone number or email, or any other material change to the information you previously provided to us;
(ii) employment status, including both terminations of employment and new employment;
earned Income measured on a monthly basis;
(iii) marital status, to the extent, reasonably required for us to exclude earnings of your spouse from the calculation of your Earned Income.
8.2 Communication between the Obligee and Obligor
We may decide to communicate any documents or notice related to this Agreement by electronic means. Except as otherwise provided in the consent to Electronic Communicates, you agree to receive such documents or notices via the following means.
(i) Electronic Communication
(ii) Automatic Reminder
(iii)Telephone Recording: you understand and agree that we may monitor and/or record any of your conversations with us.
Without prejudice to our other rights and remedies hereunder, and subject to applicable law, we may deem you to be in default under this Agreement upon:
10. REMEDIES UPON DEFAULT
Subject to applicable law (including any notice and/or cure rights provided by applicable law), upon default, we may elect to:
(a) collect the ISA repayment Maximum Total Amount,
(b) enforce all legal rights and remedies in the collection of such amount and related fees, or
(c) utilise any combination of these remedies. You agree to pay our court costs, reasonable attorneys’ fees, collection fees charged by states for state tax refund set-off, and other collection costs related to the default (including our fees and costs due to your bankruptcy or insolvency, if applicable) to the extent permitted by applicable law.
11. EQUITABLE REMEDIES
If we conclude that money damages are not a sufficient remedy for any particular breach of this Agreement, then we will be entitled to seek injunctive or other equitable relief as a remedy for any such breach to the fullest extent permitted by applicable law. Such remedy shall be in addition to all other remedies available at law or equity to us.
12. RESOLUTION OF DISPUTE
The obligor (student) and the Obligee (company/ education provider) agree that any past, present, or future claim, dispute, or controversy, regardless of the legal theory on which it is based, arising out of, relating to, or in connection with this Agreement (including any issues of arbitrability of a dispute or the negotiation and execution of this Agreement), or that arises or is related to any relationship resulting from this Agreement, in any form including contract, tort, or otherwise, (a “Claim”), will be submitted to and resolved by mediation at the Lagos state Multi door Courthouse whose decision shall be binding on parties.
Note: Parties to this agreement shall first make recourse to Alternative Dispute Resolution (ADR) and where ADR fails may subscribe to a lawsuit in the court of Law.
13. YOUR ISA CONTRACTS TERMS
The Participation Disclosure above sets forth your ISA Amount, Income Share, Maximum Number of Payments, and Payment Cap, which terms will also be reflected in your Final Disclosure. In the event that these terms are adjusted during a review or certification process, you will be provided with a new or amended Final Disclosure. Your Final Disclosure and any new or amended Final Disclosure(s) will also inform you of your right-to-cancel period and instructions for exercising your right to cancel this Agreement in its entirety. In the event of any inconsistency between this ISA and the Disclosures, or between the Disclosures, the last Final Disclosure controls.
14. TRAINING TERMS
(a) Academic Issues: Failure to do the following will result in being removed from the program and being liable to pay the ISA; i) You must attend 80% of questions and answers (support) sessions. ii) You must complete 100% of the assignments and score 80% cumulatively; however you will be allowed to re-do assignments if you score below 80%. iii) You must not plagiarise on any of the assignments or miss a project assignment deadline.
(b) Start the course: Failure to start the course within 48 hours of being onboarded on the online learning platform will result in your access being revoked and you won’t be allowed to join the program in the future.
(c) Completion of Course and Issuance of Certificate: The company reserves the right to determine obligors who have duly completed the course through assessments and complete attendance. Failure to complete assessments or classes as stipulated leads to forfeiture of the certificate. A certificate is issued for the successful completion of the course by the obligor who has met the required academic portfolio standard and evaluation criteria of the institute and has also fulfilled all his/her ISA financial obligations in terms of this agreement. In accordance with the above, the company expressly reserves its rights to withhold any of such certificates until all the ISA financial obligations referred to have been properly fulfilled.
(d)Accounts: You guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorisation. You may not use as a username any name that is offensive, vulgar, or obscene.
(e) Account Sharing: Each account is just for one person. Account sharing is not allowed, and will lead to account termination and be liable to pay the full ISA amount.
(f) Indemnification: You agree to defend, indemnify and hold harmless DigitalMarketingSkill Institute Services Limited and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of our website, programs or products, by you or any person using your account and password, or b) a breach of these Terms.
15. CORRECTION OF ERRORS
All parties to this Agreement agree to fully cooperate and adjust all typographical, computer, calculation, or clerical errors discovered in any or all of the ISA documents including all course-related documents. In the event this procedure is used for any other errors, all parties involved will be notified and will receive a corrected copy of the changed document.
16. AMENDMENTS AND WAIVERS
We may amend this Agreement by providing you with 7 days' advance written notice of any significant changes to the address in our records. However, if an amendment is necessary to comply with changes in applicable law, we may amend this Agreement without providing you with advance notice. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
17. GOVERNING LAW
The validity, interpretation, construction, and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto and thereto shall be governed, construed, and interpreted in accordance with the laws of the Federal Republic of Nigeria, without giving effect to principles of conflicts of law. Notwithstanding the foregoing, federal law shall govern the Arbitration Agreement.
18. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between you and us relating to the subject matter hereof.
Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and, except as otherwise provided, shall be deemed sufficient when sent by email with at least 1 week's notice.
20. EXECUTION; ELECTRONIC TRANSACTIONS
This agreement shall be executed electronically when a student creates an account on the online learning platform.
21. INDEPENDENT DECISION TO ENTER INTO THIS ISA
You agree that this agreement is an arms-length transaction. You agree that we are not an agent or fiduciary or advisor in your favour in connection with the execution of this Agreement. You agree that we have not provided any legal, accounting, investment, regulatory, or tax advice with respect to this Agreement.
You hereby consent to the company's use of information or data (collectively, “Data”) provided by or concerning you:
(a) to collect and analyse the Data and any other data relating to the provision, use, and performance of this Agreement. The platform and related systems and technologies;
(b) to use the Data to improve and enhance our platform or for other development, diagnostic, and correction purposes in accordance with this Agreement or any other business of the Company;
(c) to disclose such information and data solely in aggregate or other de-identified forms in connection with the company's businesses. The obligee shall own any data derived from or based upon the Data in conjunction with the foregoing rights.
23. CONSENT TO CREDIT AND INCOME VERIFICATION; CREDIT REPORTING; OBLIGOR INFORMATION.
(a) In connection with the provision of the Program or Training and by entering into this Agreement, you authorise Company to obtain your credit report, verify the information that you provide to the Company, and gather such additional information that Company reasonably determines to help assess and understand your ability to perform your obligations under this Agreement. You understand that Company may verify your information and obtain additional information using a number of sources, including but not limited to, consumer reporting agencies, third-party databases, past and present employers, other school registrars, public sources, and personal references provided by you. Upon your request, you will be notified whether or not the Company obtained your credit report and if so, the name and address of the consumer reporting agency that furnished the report. You further authorise Company to share your credit report and information therein with its assigns or affiliates (including but not limited to its parents, investors, and lenders) for the purposes discussed in this agreement, which Company will do using reasonable data security procedures. You may elect not to allow Company to share your credit report and information therein by emailing an opt-out notice to [email protected] (or such other email address as Company may provide to you from time to time) within thirty (30) days after the Effective Date.
(b) You authorise the Company and its agents to report information about this Agreement to Credit bureaus. Although this Agreement is not “credit,” we may inform credit bureaus about your positive payment behaviour when you make payments as agreed. However, this also means that late payments, missed payments, or other breaches of this Agreement may be reflected in your credit report.
(c) You authorise the Company to use any and all information provided by you, and any data derived from such information, for any purpose, including, without limitation, the creation of any additional products or services derived therefrom. You disclaim any proprietary or monetary interest in any such additional products or services.
24. RETAINED RIGHTS
No breach or the termination of this agreement will affect the validity of any of your accrued obligations owing to the Company under this Agreement. Notwithstanding termination of the Payment Term, Company shall retain all rights to enforce your obligations under this Agreement, including the right to receive the full amount of your Income Share owing hereunder based on your Earned Income.
25. IDENTIFICATION POLICY
To help the government fight the funding of terrorism and money laundering activities, the obligee will obtain, verify, and record information identifying you. When you enter into this Agreement, the obligee reserves the right to ask for your name, address, date of birth, national identical number, and other information that will allow the obligee to identify you. the obligee may also ask to see your driver’s license or other identifying documents.
You agree to defend, indemnify and hold harmless DigitalMarketingSkill Institute Services Limited and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of our website, programs or products, by you or any person using your account and password, or b) a breach of these Terms.
25. COVENANTS AND REPRESENTATIONS OF THE OBLIGEE
The Obligee represents, warrants and promises as follows:
(a) Confidentiality. The company agrees that all non-public employment or financial information of the Obligor and any non-public records or information provided to the Company pursuant to this Agreement is personal and confidential information. The company agrees not to use personal or financial information concerning you or your Employer for any purposes other than (i) as expressly authorised herein or as separately agreed to by you, (ii) as incidental to the performance of this Agreement, or (iii) to enforce its rights under this Agreement.
(b) Security: the obligee shall use and maintain commercially reasonable security controls so as to prevent any unauthorised access to or use of any personal and confidential information of the Obligor.
By creating your account on our online learning platform, you acknowledge that you have read this entire Agreement carefully and agree to its terms, including all paragraphs and that you are bound by it.
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS ENTERED INTO VOLUNTARILY AND AS AN ARMS-LENGTH TRANSACTION. OBLIGOR FURTHER ACKNOWLEDGES AND AGREES WITH EACH OF THE FOLLOWING: (I) THAT I AM OF LEGAL AGE TO EXECUTE THIS AGREEMENT; (II) THAT I HAVE HAD THE OPPORTUNITY TO READ THIS AGREEMENT AND TO REVIEW ITS TERMS AND CONDITIONS WITH MY LEGAL AND FINANCIAL ADVISORS OF MY CHOOSING; (III) THAT COMPANY IS NOT AN AGENT OR FIDUCIARY OR ADVISOR ACTING FOR MY BENEFIT OR IN MY FAVOUR IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT; (IV) THAT COMPANY HAS NOT PROVIDED ME WITH ANY LEGAL, ACCOUNTING, INVESTMENT, REGULATORY OR TAX ADVICE WITH RESPECT TO THIS AGREEMENT; AND (V) THAT COMPANY HAS NOT MADE ANY PROMISES OR ASSURANCES TO ME THAT ARE NOT EXPRESSLY SET FORTH IN WRITING IN THIS AGREEMENT. I UNDERSTAND THAT, BY ENTERING INTO THIS AGREEMENT, I AM IRREVOCABLY AGREEING TO SHARE A FIXED PORTION OF MY FUTURE EARNED INCOME IN CONSIDERATION OF RECEIVING THE PROGRAM OR TRAINING, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The parties, intending to be legally bound, have executed this Agreement as of the date set forth in this agreement.
For DIGITAL MARKETING SKILL INSTITUTE SERVICE LIMITED ‘’Obligee’’ is hereby signed by;
By the within-named “OBLIGOR” is hereby signed by;
Name: Queen Torkwase Ortserga
House Address: No 10 Taipei street mafoluku oshodi Lagos
Email: [email protected]
Phone Number: 08100050391
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Your Signature (Obligor)