Welcome to Sapphital Limited (“Sapphital”, “we”, “our”, or “us”).
These Terms and Conditions (“Terms”) govern your access to and use of all Sapphital websites, applications, software platforms, portals, products, digital services, subscriptions, training programmes, content, integrations, APIs, multimedia services, and related offerings.
By accessing, subscribing to, purchasing, or using any Sapphital service, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.If you do not agree with these Terms, you must discontinue use of our services immediately.
1. ABOUT SAPPHITAL LIMITEDSapphital Limited is a technology, digital transformation, eLearning, multimedia, consulting, and business solutions company providing services including but not limited to:
● Learning Management Systems (LMS)● ERP and business management platforms● SaaS and cloud-based software solutions● Corporate and government digital solutions● Website and mobile application development● Multimedia and animation production● Digital products and downloadable resources● Marketplace and integration services● Consulting and implementation services● Training and certification programmes● AI-powered tools and business solutions● Hosting, support, and technical services
2.⁠ ⁠ELIGIBILITYBy using our services, you confirm that:
● You are legally capable of entering into binding agreements;● Any information supplied by you is accurate and complete;● You shall use our services strictly for lawful purposes;● You possess all necessary authority where acting on behalf of an organization or third party.
Sapphital reserves the right to refuse service, registration, or access at its sole discretion.
 3.⁠ ⁠USER ACCOUNTSCertain services may require account registration. You are solely responsible for:
● Maintaining the confidentiality of your login credentials;● Restricting unauthorized access to your account;● Activities carried out under your account;● Actions performed by your employees, agents, contractors, or authorized users.
Sapphital shall not be liable for any loss arising from unauthorized use of your account resulting from your failure to adequately secure your credentials or systems.
 4.⁠ ⁠PAYMENTS, BILLING, AND SUBSCRIPTIONSCertain services may require payment of:● Subscription fees● Setup and onboarding fees● License fees● Consulting fees● Hosting charges● Integration fees● Implementation fees● Marketplace purchases● Recurring billing charges
By making payment, you agree that:
● All billing information provided is accurate;● You are authorized to use the payment method;● Payments may be processed through third-party payment gateways, banks, and financial institutions.● Subscriptions may renew automatically unless cancelled prior to renewal.● Failure to make payment may result in suspension, restriction, or termination of services without liability to Sapphital.
All payments are subject to our Refund Policy.
 5.⁠ ⁠ACCEPTABLE USEYou agree not to:● Use our services for unlawful, fraudulent, harmful, or abusive activities;● Attempt unauthorized access to systems, servers, networks, or data;● Upload malware, viruses, harmful code, or malicious content;● Interfere with platform operations or security;● Reverse engineer, copy, modify, exploit, scrape, or reproduce our software or systems without authorization;● Use our services to infringe intellectual property or privacy rights;● Engage in activities capable of damaging Sapphital’s reputation, infrastructure, systems, or partnerships.
Sapphital reserves the right to suspend or terminate accounts involved in prohibited activities without prior notice.
 6.⁠ ⁠INTELLECTUAL PROPERTYAll software, systems, source code, designs, graphics, videos, training materials, trademarks, branding, content, documentation, platform architecture, databases, and intellectual property associated with Sapphital remain the exclusive property of Sapphital Limited or its licensors unless expressly stated otherwise.
Users are granted a limited, revocable, non-transferable, non-exclusive right to use our services strictly in accordance with these Terms. No part of our services may be copied, reproduced, distributed, sublicensed, resold, modified, or commercially exploited without prior written consent from Sapphital.


 7.⁠ ⁠AFFILIATES, REFERRAL PARTNERS, AND STRATEGIC PARTNERSSapphital Limited may engage affiliates, referral partners, resellers, consultants, ambassadors, implementation partners, independent contractors, marketing agents, and strategic collaborators (“Partners”) in connection with the promotion, referral, onboarding, implementation, support, marketing, or delivery of its services.
The Customer acknowledges and agrees that:
● Such Partners may assist in introducing, recommending, marketing, supporting, onboarding, implementing, or facilitating access to Sapphital’s services;● Partners act independently unless expressly authorized otherwise in writing by Sapphital;● Neither Sapphital nor its Partners shall be liable for any indirect, incidental, consequential, punitive, reputational, or business-related losses arising from the Customer’s use of the services;● Customers shall not bring claims, actions, proceedings, or demands against any Partner arising from the performance, availability, usage, suspension, interruption, or outcomes of● Sapphital’s services, except where such Partner has acted fraudulently or with proven wilful misconduct;● Any support, guidance, onboarding assistance, demonstrations, training, advisory support, or implementation assistance provided by Partners shall be deemed to be provided on a reasonable-effort basis without warranties or guarantees of specific business outcomes;● Partners shall not be personally liable for operational interruptions, third-party failures, customer misuse, data loss, payment gateway issues, internet disruptions, regulatory actions, cyber incidents, or platform-related limitations outside their direct control.
To the fullest extent permitted by applicable law, Sapphital’s affiliates, referral partners, consultants, ambassadors, implementation partners, licensors, strategic collaborators, contractors, and resellers shall be entitled to the same protections, exclusions, limitations of liability, indemnities, and legal defenses available to Sapphital under these Terms and Conditions.
The Customer further agrees to indemnify and hold harmless Sapphital and its Partners against any claims, liabilities, damages, costs, expenses, legal fees, or losses arising from:
● The Customer’s misuse of the services;● Violation of these Terms;● Breach of applicable laws or regulations;● Unauthorized activities carried out through the Customer’s account;● False, misleading, unlawful, or infringing content or data uploaded by the Customer;● Disputes arising from the Customer’s business operations, transactions, or relationships with third parties.

 8.⁠ ⁠THIRD-PARTY SERVICESOur services may integrate with or rely upon third-party providers including:
● Payment gateways● Hosting providers● Cloud infrastructure providers● API providers● Telecommunications providers● Marketplace vendors● Banking institutions● Government platforms● Communication tools
Sapphital shall not be liable for interruptions, failures, delays, losses, security breaches, or actions caused by third-party providers.
 9.⁠ ⁠SERVICE AVAILABILITYSapphital does not guarantee that services shall always be uninterrupted, error-free, secure, or continuously available. We reserve the right to:● Modify or discontinue services;● Introduce new features or restrictions;● Perform upgrades, maintenance, or migrations;● Restrict or suspend access for operational, legal, security, or compliance reasons.
Temporary downtime may occur without prior notice.
10.⁠ ⁠DATA PROTECTION AND PRIVACYSapphital processes personal and organizational data in accordance with applicable laws and operational requirements. By using our services, you consent to the collection, processing, storage, analysis, and use of information necessary for:● Service delivery● Platform functionality● Security and fraud prevention● Analytics and reporting● Compliance and operational purposes
Customers remain solely responsible for ensuring that any content or data uploaded to our platforms complies with applicable laws and regulations. Refer to our Privacy Policy on our website.
11.⁠ ⁠CUSTOMER SECURITY RESPONSIBILITIESCustomers are solely responsible for:
● Securing passwords and devices;● Managing staff access rights and permissions;● Monitoring account activities;● Maintaining backups where necessary;● Ensuring lawful usage of uploaded content and data.
Sapphital shall not be liable for losses arising from:● Weak passwords● Insider abuse● Phishing attacks● Malware infections● Social engineering● Unauthorized account access resulting from customer negligence
12.⁠ ⁠NO GUARANTEE OF BUSINESS OUTCOMESSapphital does not guarantee:
● Increased profits or revenue;● Business growth;● Customer acquisition;● Regulatory approvals;● Employment outcomes;● Platform compatibility with all third-party systems;● Continuous uptime or uninterrupted access.
Any AI outputs, analytics, forecasts, recommendations, automation results, reports, or advisory information provided through our platforms are for informational and operational support purposes only and shall not constitute financial, legal, investment, accounting, tax, medical, or professional advice.
13.⁠ ⁠DISCLAIMER OF WARRANTIESTo the fullest extent permitted by law, Sapphital provides all services, systems, software, content, and platforms on an “as is” and “as available” basis without warranties of any kind, whether express or implied.
Sapphital expressly disclaims all warranties relating to:
● Merchantability● Fitness for a particular purpose● Non-infringement● Accuracy● Reliability● Availability● Security● Compatibility
14.⁠ ⁠LIMITATION OF LIABILITYTo the fullest extent permitted under applicable law: Sapphital Limited shall not be liable for:
● Indirect or consequential losses;● Loss of profits, revenue, goodwill, opportunities, savings, or business;● Downtime or service interruptions;● Loss or corruption of data;● Third-party failures;● Customer misuse of services;● Decisions made based on analytics, AI outputs, reports, or recommendations.
Under no circumstance shall Sapphital’s aggregate liability exceed the total amount actually paid by the customer for the affected service during the three (3) months immediately preceding the event giving rise to the claim.
15.⁠ ⁠INDEMNITYYou agree to fully indemnify, defend, and hold harmless Sapphital Limited and its directors, shareholders, staff, affiliates, subsidiaries, contractors, licensors, consultants, referral partners, implementation partners, and strategic collaborators from and against any claims, liabilities, damages, losses, penalties, costs, expenses, legal fees, or demands arising from:
● Your misuse of our services;● Violation of these Terms;● Breach of applicable laws or regulations;● Unauthorized activities carried out through your account;● Content or data uploaded by you;● Infringement of third-party rights;● Fraudulent or unlawful conduct associated with your usage of our services.
16.⁠ ⁠SUSPENSION AND TERMINATIONSapphital reserves the absolute right, at its sole discretion and without liability, to suspend, restrict, disable, or terminate access to any service, account, integration, content, or platform where:● Fraudulent or suspicious activity is detected;● Legal or regulatory concerns arise;● Security threats are identified;● Payment obligations remain outstanding;● These Terms are violated;● Continued access may expose Sapphital or its partners to operational, financial, reputational, or legal risk.
Such actions may occur without prior notice where reasonably necessary.
17.⁠ ⁠FORCE MAJEURESapphital shall not be liable for delays, interruptions, or inability to perform caused by events beyond its reasonable control, including but not limited to:
● Internet failures● Cyberattacks● Power outages● Regulatory actions● Banking system failures● Telecommunications failures● Natural disasters● Civil unrest● Labor disputes● Pandemic-related disruptions● Third-party infrastructure outages
18.⁠ ⁠DISPUTE RESOLUTIONThe parties agree to make reasonable efforts to resolve any dispute, concern, or claim amicably through good-faith discussions and mutual engagement before commencing formal legal proceedings.
Where a dispute cannot be resolved amicably within a reasonable period, the parties may mutually agree to resolve the matter through mediation or arbitration in Nigeria before pursuing litigation, except where urgent legal or injunctive relief is reasonably required.
Nothing in this clause shall prevent either party from seeking lawful remedies available under applicable law. The parties further agree to act in good faith and avoid unnecessary disputes, reputational harm, or actions that may negatively affect ongoing business relationships where resolution is reasonably possible.
19.⁠ ⁠GOVERNING LAWThese Terms shall be governed and interpreted in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the competent courts in Nigeria.
20.⁠ ⁠CHANGES TO THESE TERMSSapphital Limited reserves the right to modify, amend, or update these Terms and Conditions at any time without prior notice.
Any updated version shall become effective immediately upon publication on our website, platforms, or digital channels. Your continued access to or use of our services following such updates shall constitute your acceptance of the revised Terms and Conditions.
21.⁠ ⁠CONTACT INFORMATIONFor inquiries relating to these Terms and Conditions, please contact:Sapphital LimitedWebsite: www.sapphital.comEmail: moc.latihppas%40troppus
By accessing or using our services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.