Terms of
Service

1.1 Purpose and Scope

These Terms of Service ("Agreement") constitute a legally binding contract between you ("User") and Creatico Limited, a company incorporated under the laws of the Federal Republic of Nigeria ("Company," "we," or "us"). This Agreement governs your access to and use of all products, programs, events, platforms, and digital experiences operated by the Company, including but not limited to:

1.2 Acceptance of Terms

By accessing the Company's website, registering for any Service, attending any event, joining any digital platform or community operated by the Company, or otherwise engaging with the Services in any capacity, you confirm that:

• You have read and understood this Agreement in its entirety
• You possess the legal capacity to enter into a binding contract
• You agree to be bound by all provisions of this Agreement, including any future amendments made in accordance with Section 1.3

1.3 Amendments

The Company reserves the right to amend this Agreement at any time where reasonably necessary. Amendments shall take effect as follows:

• General amendments: at least seven (7) days' written notice prior to the effective date
• Materially adverse amendments: at least thirty (30) days' written notice prior to the effective date

Notice shall be provided via the Company's website or registered email communication. Continued use of any Service following the effective date of an amendment shall constitute your acceptance of the revised Terms.

1.4 Governing Law and Jurisdiction

This Agreement and all matters arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Subject to Chapter 13 (Dispute Resolution), the parties submit to the non-exclusive jurisdiction of the competent courts of Nigeria.

1.5 Definitions

2.1 Formation of Contract

A binding legal agreement between the User and the Company is formed upon the earlier of: (a) completion of a registration or enrollment process for any Service; (b) payment of any fee associated with a Service; or (c) access to or participation in any Service.

2.2 Age and Eligibility Requirements

To be eligible to access the Services, you must:

• Be at least sixteen (16) years of age
• If under eighteen (18) years of age, have obtained verifiable parental or legal guardian consent prior to registration
• Not be barred or restricted from receiving the Services under applicable law
• Provide accurate, current, and complete registration information

The Company reserves the right to request proof of age or consent and to decline or revoke access where eligibility requirements are not satisfied.

2.3 Account Security and Responsibility

You are solely responsible for:

• Maintaining the confidentiality and security of your account credentials
• All activities conducted through your account, whether or not authorized by you
• Promptly notifying the Company of any suspected unauthorized access or security breach

Accounts are personal to you and are non-transferable. The Company shall not be liable for any loss arising from your failure to maintain adequate account security.

2.4 Accuracy of Information

You represent and warrant that all information you provide to the Company in connection with the Services is accurate, truthful, and not misleading. You agree to promptly update your information to maintain its accuracy. The Company may suspend or terminate your account if it has reasonable grounds to believe that you have provided false or misleading information.

3.1 BuildLab — Training and Professional Development

BuildLab operates on a structured, cohort-based model with defined commencement and end dates.

3.1.1 Founding Cohort (Cohort 1)

The following terms apply specifically to Cohort 1 — Founding Access:

• Programme fee: NGN 25,000 (one-time, non-recurring)
• Programme duration: Three (3) months
• Cohort capacity: Maximum thirty (30) participants
• Access support: Two (2) places at fifty percent (50%) subsidized fee; one (1) full scholarship place, allocated on a merit-based and discretionary basis

3.1.2 Programme Delivery and Content

The Company reserves the right to modify programme content, structure, delivery format (online or in-person), session scheduling, and facilitators where reasonably necessary, without this constituting a breach of this Agreement. Material changes to programme scope will be communicated to enrolled participants with reasonable advance notice.

3.2 VibeLab — Creative Incubation and Collaboration

VibeLab facilitates collaborative, project-based creative and professional development opportunities. The following terms govern participation:

• Participation may be open, selective, invitation-only, free-of-charge, or paid, depending on the specific project or programme cycle
• Where participation is selective or invitation-based, the Company makes no warranty of inclusion and retains absolute discretion over selection decisions
• Participants may be required to complete an application, provide a portfolio, or meet project-specific criteria prior to acceptance

Intellectual property rights in collaborative outputs shall be governed by the terms set out in Chapter 6 and any separate project-specific agreements.

3.3 Nexify Summit — Events and Experiences

Nexify Summit encompasses physical events, virtual conferences, workshops, masterclasses, and other experiential programmes organized by the Company. The following terms apply:

• Participation requires valid ticket purchase, confirmed registration, or an issued invitation
• Participants must comply with all event-specific codes of conduct, venue rules, and safety requirements
• The Company reserves the right to modify event schedules, speakers, agenda, venue, or format at any time — including transitioning a physical event to a virtual format — without liability
• The Company may refuse admission to, or remove from an event, any individual whose conduct is deemed disruptive, offensive, or contrary to the Company's values

3.4 Platform and Delivery Channels

Services may be delivered via the Company's website, messaging platforms (including WhatsApp), third-party learning management systems, video conferencing tools, or other digital infrastructure. The Company may change its chosen delivery platforms upon providing reasonable advance notice. The Company does not endorse and is not responsible for the terms, privacy practices, or availability of any third-party platforms used to facilitate delivery.

3.5 Service Availability and Modifications

The Company endeavors to maintain consistent availability of all Services; however, it does not warrant uninterrupted access. The Company reserves the right to suspend, modify, or discontinue any Service at any time. Where the Company permanently discontinues a paid Service for which fees have been paid and services not yet rendered, it shall provide a pro-rated refund at its reasonable discretion.

4.1 Payment Obligation

Certain Services are provided on a paid basis. Unless otherwise specified, payment in full is required prior to commencement of, or access to, the relevant Service. Payment confirms the User's reservation of a place or ticket and does not guarantee selection where a Service is competitive or invite-based.

4.2 Accepted Payment Methods and Currency

Payments shall be made through the payment methods designated by the Company from time to time. Unless otherwise stated, all fees are denominated in Nigerian Naira (NGN) and must be paid in full without set-off, deduction, or withholding. The Company is not responsible for fees charged by payment processors or financial institutions.

4.3 Refund Policy

4.3.1 Structured Programmes (e.g., BuildLab)

• Refund requests must be submitted in writing at least seven (7) calendar days before the programme commencement date
• Refunds shall be processed within fourteen (14) business days of approval and may be full or partial, at the Company's reasonable discretion
• No refunds shall be issued for requests made within seven (7) days of the commencement date or after a programme has begun, except in the circumstances described in Section 4.3.3

4.3.2 Events and Experiences (e.g., Nexify Summit)

• Event tickets are non-refundable and non-transferable, except where the relevant event is canceled by the Company
• In the event of a Company-initiated cancellation, registered participants shall be entitled to a full refund or, at the Company's election, a credit applicable to a future event

4.3.3 Exceptional Circumstances

The Company may, at its sole and absolute discretion, consider refund requests submitted outside the standard policy window in cases of documented medical emergency, bereavement, or other exceptional circumstances. Requests must be submitted in writing with supporting documentation.

4.4 Taxes

You are responsible for determining and remitting all applicable taxes, levies, or duties in connection with your use of the Services. The Company's stated fees do not include taxes unless expressly stated otherwise.

5.1 Standards of Conduct

In connection with the Services, you agree to conduct yourself professionally, ethically, and with respect for other participants, facilitators, Company staff, and partners. You shall:

• Comply with all applicable laws and regulations
• Follow all Service-specific rules, codes of conduct, and guidelines communicated by the Company
• Treat all participants, facilitators, and staff with dignity and respect
• Act honestly and in good faith in all dealings with the Company and other Users

5.2 Prohibited Conduct

You shall not, in connection with the Services, engage in any of the following:

• Infringe or misappropriate the Intellectual Property rights of the Company, other Users, or any third party
• Reproduce, distribute, transmit, modify, or create derivative works of Company Content without express written authorization
• Engage in harassment, bullying, intimidation, discrimination, or abusive conduct of any kind
• Disrupt, interfere with, or undermine the integrity of events, sessions, communities, or the Platform
• Submit false, misleading, or fraudulent information to the Company
• Use the Services for any unlawful, fraudulent, or unauthorized purpose
• Attempt to reverse-engineer, decompile, or extract proprietary methods or Company Content
• Share access credentials, resell Services without authorization, or facilitate unauthorized Platform access
• Engage in any activity that could damage, disable, overburden, or impair the Platform or the Company's systems

5.3 Enforcement and Consequences

The Company reserves the right, without prior notice and without liability, to:

• Issue a formal warning
• Remove, moderate, or restrict any User Content or communications
• Temporarily suspend your access to any or all Services
• Permanently terminate your participation and access to the Services
• Report conduct to relevant law enforcement or regulatory authorities where applicable

6.1 Ownership of Company Content

All Company Content, including but not limited to curricula, training materials, presentations, software, toolkits, branding, and methodologies, is and shall remain the exclusive property of Creatico Limited or its licensors. All rights not expressly granted in this Agreement are reserved.

6.2 Limited License to Users

Subject to your compliance with this Agreement, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Company Content solely for your personal, non-commercial participation in the Services. You may not reproduce, share, commercialize, or repurpose Company Content outside of the Services without the Company's prior written consent.

6.3 User Content and Ownership

You retain full ownership of original intellectual property in User Content created solely and independently by you. By submitting or sharing User Content through the Platform or Services, you grant the Company a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and share such User Content for the purpose of delivering and promoting the Services, including in testimonials, case studies, and marketing materials, unless you have objected in writing.

6.4 Collaborative Outputs — VibeLab and Joint Projects

Where a User participates in a collaborative project facilitated through VibeLab or another Company programme, the intellectual property rights in any jointly created outputs shall be determined by a separate project agreement. In the absence of such agreement:

• The Company and contributing participants shall be deemed to hold rights in proportion to their respective contributions
• No party shall commercialize jointly created outputs without the written consent of the other contributing parties

6.5 Protection of Company IP

Where User Content incorporates or is derived from Company Content or proprietary Company materials, the Company retains all rights in such components. Nothing in this Agreement shall be construed as transferring ownership of any Company Intellectual Property to a User.

6.6 Feedback

Any feedback, suggestions, or ideas you voluntarily submit to the Company regarding the Services may be used by the Company without restriction or compensation to you. You waive any right to claim ownership over such feedback to the extent it is incorporated into the Company's products or services.

7.1 Certificates of Completion

Certain Services (including, without limitation, BuildLab) may, upon successful completion of defined requirements, result in the issuance of a certificate of completion or participation.

• Certificates represent recognition of participation or completion and do not constitute professional qualifications unless expressly stated otherwise
• Certificates, once validly issued, shall not be revoked, except where there is evidence of fraud, misrepresentation, or conduct that would have disqualified the recipient had it been known at the time of issuance
• The Company makes no representation that certificates are recognized by third-party institutions, employers, or regulatory bodies

8.1 Data Protection

The Company collects, processes, and stores personal data in accordance with its Privacy Policy (available at creaticoglobal.com/privacy-policy) and all applicable data protection legislation, including the Nigeria Data Protection Act 2023 (NDPA). By using the Services, you consent to the collection and processing of your personal data as described in the Privacy Policy.

8.2 Confidentiality Obligations

By participating in the Services, you may have access to Confidential Information. You agree to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without the prior written consent of the Company
• Use Confidential Information solely for the purpose of participating in the relevant Service
• Promptly notify the Company upon becoming aware of any unauthorized disclosure of Confidential Information

8.3 Communications

By registering for any Service, you consent to receiving service-related communications from the Company via email, SMS, messaging applications, or other means. You may opt out of non-essential marketing communications at any time by following the unsubscribe instructions in any such communication or by contacting the Company directly.

9.1 Suspension by the Company

The Company may, at its discretion and without prior notice, suspend your access to any or all Services where:

• The Company has reasonable grounds to suspect a breach of this Agreement
• Your conduct poses a risk to the safety, security, or experience of other Users or the Company
• Payment obligations have not been met
• There are security or system integrity concerns requiring immediate action

9.2 Termination by the Company

The Company may terminate your access to the Services with immediate effect and without liability where:

• You have committed a material or persistent breach of this Agreement that is incapable of remedy, or that you have failed to remedy within a reasonable period following written notice
• Your conduct has caused, or is likely to cause, material harm to the Company, its brand, community, or other Users
• The Company reasonably determines that continued access poses a legal, reputational, or operational risk

9.3 Termination by the User

You may discontinue your use of the Services at any time. Termination by you does not, however, relieve you of any payment obligations already incurred or any obligations under Chapters 6, 8, 11, and 13, which shall survive termination of this Agreement.

9.4 Effect of Termination

Upon termination: (a) all licenses granted to you under this Agreement shall immediately cease; (b) you must promptly cease all use of the Platform and Company Content; and (c) any provisions of this Agreement that by their nature are intended to survive termination shall continue in full force and effect.

10.1 Disclaimer of Warranties

10.2 Limitation of Liability

In any event, the Company's total aggregate liability to you in connection with the Services shall not exceed the amount paid by you to the Company in the twelve (12) months preceding the event giving rise to the claim.

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, agents, licensors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of any provision of this Agreement
• Your use or misuse of the Services or Platform
• Any content or materials you submit, post, or transmit through the Services
• Your violation of any applicable law, regulation, or third-party right, including Intellectual Property rights
• Any dispute between you and another User

The Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You shall cooperate reasonably with the Company in the defense of any such claim.

12.1 Force Majeure Events

Neither party shall be liable for any delay in, or failure to perform, its obligations under this Agreement where such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, fires, or earthquakes
• Epidemic, pandemic, or public health emergencies
• Acts of government, regulatory action, sanctions, or embargoes
• War, terrorism, civil unrest, or strikes not involving the Company's own employees
• Widespread infrastructure or telecommunications failures
• Interruptions to third-party platforms or services outside the Company's control

The affected party shall provide prompt written notice of the force majeure event and take all reasonable steps to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service upon written notice, and the Company shall refund any prepaid fees for Services not yet rendered on a pro-rated basis.

13.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation. Either party may initiate negotiations by providing written notice to the other, setting out the nature and details of the dispute. The parties shall have thirty (30) days from the date of such notice to reach a mutually acceptable resolution.

13.2 Arbitration

If the parties are unable to resolve the dispute through negotiation within the period specified in Section 13.1, the dispute shall be finally and exclusively resolved by binding arbitration conducted in accordance with the Arbitration and Mediation Act 2023 (Nigeria) or such other applicable arbitration rules as agreed between the parties. The seat and venue of arbitration shall be Lagos, Nigeria, unless otherwise agreed. The arbitration shall be conducted in English. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.

13.3 Court Jurisdiction for Enforcement

Notwithstanding the foregoing, the parties acknowledge the non-exclusive jurisdiction of the competent courts of Nigeria for the purposes of: (a) enforcement of any arbitral award; (b) seeking urgent or interim relief to preserve rights pending arbitration; or (c) any matter that is not arbitrable under applicable law.

13.4 Waiver of Class Action

To the maximum extent permitted by applicable law, all disputes shall be resolved on an individual basis. You waive any right to bring or participate in any class, collective, or representative action or proceeding against the Company.

14.1 Entire Agreement

This Agreement, together with the Company's Privacy Policy and any Service-specific terms, schedules, or project agreements, constitutes the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all prior representations, negotiations, understandings, and agreements relating thereto, whether oral or written.

14.2 Severability

If any provision of this Agreement is held by a competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from the Agreement. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

14.3 Waiver

A failure or delay by the Company in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach of the same or any other provision.

14.4 Assignment

You may not assign, transfer, or delegate your rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign its rights and obligations under this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent, provided that the assignee assumes all obligations under this Agreement.

14.5 Notices

All formal notices under this Agreement shall be in writing and delivered by email to the addresses on record, or by registered post to the Company's registered address. Notices shall be deemed received: (a) by email, upon confirmation of delivery to the recipient's email server; or (b) by registered post, three (3) business days after posting.

14.6 Relationship of the Parties

Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, employment, or franchise relationship between you and the Company. You have no authority to bind the Company in any way.

14.7 Language

This Agreement is written in English. In the event of any conflict between this Agreement and any translation thereof, the English language version shall prevail.

14.8 Electronic Acceptance

You acknowledge and agree that your electronic acceptance of these Terms (including by clicking "I Agree," completing a registration form, or otherwise engaging with the Services online) constitutes a valid and binding agreement equivalent to a handwritten signature under applicable Nigerian law.