Terms and Conditions.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires:

• "BridgeGap" means BridgeGap Consults Limited.
• "Conference" means any Smart Playbook event, conference, strategy session, workshop, masterclass, webinar, virtual event, in-organisation engagement, or related programme.
• "Participant" means any individual who registers for, attends, or participates in any Conference.
• "Organisation" means any company, institution, government agency, non-profit organisation, or other entity engaging Smart Playbook.
• "Materials" means all presentations, workbooks, templates, recordings, notes, handouts, certificates, and related intellectual property.
• "Website" means the Smart Playbook website and all related domains, pages, subdomains, and online systems.
• "Payment Provider" means any third-party platform used to process payments.
• "User" means any person or entity accessing the Website or using any Smart Playbook service.

1.2 Interpretation

• References to the singular include the plural and vice versa.
• References to any law include amendments and re-enactments.
• Headings are for convenience only and do not affect interpretation.

2. Legal Status of Smart Playbook

Smart Playbook is a proprietary business platform, conference brand, and service offering owned and operated by BridgeGap Consults Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria.

All contracts, payments, rights, obligations, liabilities, and legal relationships arising from the use of the Website or participation in any Conference are entered into with BridgeGap Consults Limited.

3. Acceptance of Terms

By using the Website or any Smart Playbook service, the User irrevocably agrees that:

1. these Terms constitute a legally binding agreement;
2. the User has the legal capacity and authority to enter into this agreement;
3. where acting for an Organisation, the User has authority to bind that Organisation;
4. the User will comply fully with these Terms and all applicable laws.

Electronic acceptance, including ticking a checkbox or clicking a registration or payment button, constitutes valid and enforceable acceptance.

4. Eligibility

Users must be at least eighteen (18) years old or otherwise possess the legal capacity to enter into binding agreements.

BridgeGap may require evidence of identity, authority, or organisational approval before confirming any registration or engagement.

5. Account Registration and User Information

Users agree to provide complete, current, and accurate information.

Users are solely responsible for:

• maintaining the confidentiality of login credentials;
• restricting access to their accounts;
• all activities occurring under their accounts.

BridgeGap may suspend or terminate accounts containing false, misleading, or incomplete information.

6. Registration and Confirmation

6.1 Individual Registration

A registration is deemed confirmed only when:

1. all required information has been submitted;
2. payment has been successfully received and confirmed; and
3. BridgeGap issues a registration confirmation.

6.2 Organisational Booking

An organisational booking is confirmed only when:

1. the Organisation accepts the proposal or quotation;
2. any required deposit is paid;
3. dates are formally reserved; and
4. BridgeGap issues written confirmation.

6.3 Right to Reject

BridgeGap reserves the right, acting reasonably and in good faith, to decline, cancel, suspend, or revoke any registration or booking where:

• payment is not successfully confirmed;
• information provided is false, inaccurate, or misleading;
• fraud or unlawful activity is suspected;
• the User breaches these Terms; or
• acceptance of the registration may expose BridgeGap to legal, regulatory, operational, or reputational risk.

7. Pricing and Fees

All fees are stated in Nigerian Naira (₦) unless otherwise specified.

BridgeGap may change prices at any time without prior notice. However, changes will not affect registrations already confirmed and fully paid.

Any taxes, bank charges, transfer fees, currency conversion fees, and payment gateway charges imposed by third parties are the sole responsibility of the User.

8. Payment Terms

8.1 General Payment Terms

Payment is due immediately upon registration unless otherwise agreed in writing.

No seat, booking, or participation rights are guaranteed until payment is fully confirmed.

8.2 Organisational Engagements

BridgeGap may accept a deposit to reserve dates.

The remaining balance must be paid in full before the scheduled engagement date unless otherwise agreed in writing.

BridgeGap may suspend preparation or refuse to proceed where full payment is not received as required.

8.3 Payment Methods

Payments may be made through approved online payment gateways, bank transfers, cards, or other authorised methods.

8.4 Payment Verification

BridgeGap may request proof of payment and may delay confirmation pending verification.

9. Failed, Pending or Delayed Bank Transactions

Where a User's account is debited but:

• payment remains pending;
• payment is delayed;
• payment is reversed;
• payment is declined;
• payment is not reflected in BridgeGap's records; or
• any other banking or gateway issue occurs,

the User must contact their bank, card issuer, or payment provider directly.

BridgeGap shall not be liable for:

• banking delays;
• settlement delays;
• pending authorisations;
• reversals;
• duplicate debits caused by banks or gateways;
• network failures;
• card restrictions;
• transfer errors; or
• any related issue beyond BridgeGap's direct control.

Registration or booking is not considered complete until BridgeGap receives and confirms the funds.

The User acknowledges that the bank and payment provider, not BridgeGap, are responsible for resolving failed or delayed transactions.

10. Refund Policy

10.1 General Rule

All payments are final and non-refundable except as expressly stated in this Clause.

10.2 Circumstances Where Refunds May Be Approved

Refunds may be approved only in the following circumstances:

1. duplicate payments;
2. confirmed overpayments;
3. BridgeGap cancels the event and does not provide a rescheduled date;
4. payment is received in error and no registration is confirmed.

10.3 Non-Refundable Situations

No refund shall be payable where:

• a participant chooses not to attend;
• a participant arrives late or leaves early;
• the participant is dissatisfied with the content or speakers;
• the event is rescheduled and the registration is transferred;
• the participant fails to meet technical or logistical requirements;
• access is denied due to breach of these Terms.

10.4 Refund Processing

Approved refunds shall be processed within a reasonable period, subject to banking and payment processing timelines. Where applicable, BridgeGap may deduct non-recoverable transaction charges, payment gateway fees, and other third-party costs actually incurred in connection with the original transaction.

11. Cancellation Policy

11.1 Participant Cancellations

Participant-initiated cancellations do not entitle the participant to any refund except as expressly stated.

11.2 Organisational Cancellations

Where dates have been reserved and planning has commenced, all deposits and payments are non-refundable.

BridgeGap may, at its sole discretion, apply part of the payment as a credit toward a future engagement.

11.3 BridgeGap Cancellations

BridgeGap may cancel an event for operational, logistical, safety, or other reasons.

Where this occurs, BridgeGap may:

• reschedule the event;
• transfer registrations automatically; or
• provide a refund in accordance with Clause 10.

12. Rescheduling Policy

BridgeGap reserves the right to reschedule any Conference or engagement for operational, logistical, regulatory, safety, or other reasonable business reasons.

Where an event is rescheduled, all confirmed registrations and payments shall automatically be transferred to the revised date.

Such rescheduling shall not constitute a cancellation and shall not entitle the User to a refund unless BridgeGap expressly determines otherwise in writing.

13. Speaker Substitution

BridgeGap may substitute any speaker or facilitator at any time without notice.

Speaker changes shall not constitute a breach of contract and shall not entitle any User to cancellation, refund, or compensation.

14. Organisational Engagements

Organisational engagements are customised based on:

• organisational size;
• participant numbers;
• engagement structure;
• scope of work;
• speaker involvement; and
• logistical requirements.

Additional terms may be set out in proposals, quotations, service agreements, or invoices.

Where any specific written agreement conflicts with these Terms, the specific written agreement shall prevail to the extent of the inconsistency.

15. Certificates

BridgeGap reserves the right to withhold, revoke, amend, or reissue certificates where:

• attendance or participation requirements are not met;
• payment obligations remain outstanding;
• inaccurate or incomplete information is provided; or
• issuance would otherwise be inappropriate in BridgeGap's reasonable discretion.

16. No Guarantee of Results

The Conference provides education, insights, and practical frameworks.

BridgeGap makes no representation or warranty that any participant or organisation will achieve specific:

• financial outcomes;
• business growth;
• organisational improvements;
• promotions;
• operational efficiencies; or
• other results.

Implementation and outcomes depend on factors beyond BridgeGap's control.

17. Intellectual Property Rights

All intellectual property in the Website and Materials is owned by BridgeGap or its licensors.

Users are granted a limited, revocable, non-exclusive, non-transferable licence for personal or internal organisational use only.

Users shall not, without prior written consent:

• copy;
• reproduce;
• modify;
• distribute;
• publish;
• record;
• upload;
• resell;
• sublicense; or
• commercially exploit any Materials.

Unauthorised use constitutes a material breach and may result in legal action.

18. Media Release and Recording Consent

By attending any Conference, the User grants BridgeGap a non-exclusive, worldwide, royalty-free, perpetual licence to record and use the User's image, voice, likeness, and statements for promotional, educational, documentary, and archival purposes, unless the User has expressly notified BridgeGap in writing prior to the event and such request is accepted by BridgeGap.

19. User Conduct

Users shall not:

• provide false information;
• engage in disruptive conduct;
• infringe intellectual property rights;
• harass speakers or participants;
• upload malicious software;
• attempt unauthorised access;
• use the Website unlawfully.

BridgeGap may remove any participant or suspend access without refund where conduct is deemed inappropriate.

20. Website Availability

BridgeGap does not guarantee uninterrupted or error-free access to the Website.

The Website may be unavailable due to maintenance, technical issues, cyber incidents, or circumstances beyond BridgeGap's control.

21. Privacy Policy

21.1 Information Collected

BridgeGap may collect:

• names;
• job titles;
• company information;
• phone numbers;
• email addresses;
• billing information;
• attendance data;
• survey responses;
• technical and analytics data.

21.2 Purpose of Processing

Data may be used for:

• registration;
• payment processing;
• communication;
• certificate generation;
• service delivery;
• analytics;
• legal compliance;
• marketing (where permitted).

21.3 Data Sharing

Data may be shared with:

• payment processors;
• regulators where legally required.

21.4 Data Retention

Personal data shall be retained only for as long as is reasonably necessary to fulfil the purposes for which it was collected, including legal, regulatory, tax, audit, dispute resolution, and legitimate business requirements, after which it shall be securely deleted, anonymised, or archived in accordance with applicable law.

21.5 Data Security

BridgeGap shall implement and maintain appropriate technical, organisational, and administrative measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, access, or other unlawful processing, in accordance with applicable data protection laws and regulations in Nigeria, including the Nigeria Data Protection Act, 2023, and any subsidiary regulations or guidelines issued thereunder.

Such measures shall be proportionate to the nature, scope, context, and purposes of processing, as well as the risks presented to the rights and freedoms of data subjects.

Where BridgeGap engages third-party service providers to process personal data on its behalf, BridgeGap shall take reasonable steps to ensure that such processors provide sufficient guarantees regarding the implementation of appropriate security and confidentiality measures.

Notwithstanding the foregoing, the User acknowledges that no method of transmission over the internet or method of electronic storage is entirely immune from risk. Accordingly, while BridgeGap shall take appropriate and legally required steps to safeguard personal data, BridgeGap shall not be liable for unauthorised access, interception, alteration, or loss of personal data arising from circumstances beyond its reasonable control, provided that BridgeGap has complied with its obligations under applicable data protection laws.

21.6 Marketing Communications

Users may opt out of marketing communications at any time.

21.7 Data Subject Rights

Subject to applicable law, data subjects may request access to, correction of, deletion of, restriction of processing of, or objection to the processing of their personal data, and may withdraw consent where processing is based on consent, provided that such withdrawal shall not affect the lawfulness of processing carried out prior to withdrawal.

22. Cookies and Analytics

The Website may use cookies, pixels, and analytics tools to:

• improve functionality;
• understand usage patterns;
• personalise content;
• support marketing activities.

By continuing to use the Website, Users consent to such use.

23. Third-Party Links and Services

The Website may contain links to external websites.

BridgeGap does not control and is not responsible for the content, security, or practices of third parties.

24. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Website, Conference, and all related services and materials are provided on an "as is" and "as available" basis.

BridgeGap disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms shall exclude or limit any rights that cannot lawfully be excluded under applicable law.

25. Limitation of Liability

To the fullest extent permitted by applicable law, BridgeGap shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, goodwill, business opportunities, or data, arising out of or in connection with the use of the Website or participation in any Conference.

BridgeGap's aggregate liability in respect of any claim shall not exceed the amount actually paid by the User for the specific event or service giving rise to the claim.

Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law.

26. Indemnity

Users agree to indemnify and hold harmless BridgeGap, its directors, officers, employees, contractors, and representatives from all claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising from:

• breach of these Terms;
• misuse of the Website or services;
• infringement of third-party rights;
• unlawful conduct.

27. Force Majeure

BridgeGap shall not be liable for delay or failure to perform resulting from causes beyond its reasonable control, including:

• natural disasters;
• strikes;
• civil unrest;
• epidemics or pandemics;
• government restrictions;
• power failures;
• internet outages;
• cyber incidents.

28. Confidentiality

Where confidential information is shared during organisational engagements, both parties shall treat such information confidentially except where disclosure is required by law.

BridgeGap may use anonymised insights and learnings for research and improvement purposes.

29. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

30. Dispute Resolution

The parties shall first attempt to resolve any dispute amicably.

The parties shall first use good faith efforts to resolve any dispute amicably.

Where amicable resolution is unsuccessful within thirty (30) days of written notice of the dispute, either party may refer the matter to the courts of competent jurisdiction in the Federal Republic of Nigeria.

31. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

32. Waiver

Failure by BridgeGap to enforce any provision shall not constitute a waiver of its rights.

33. Assignment

Users may not assign their rights or obligations without prior written consent.

BridgeGap may assign its rights and obligations at any time.

34. Entire Agreement

These Terms constitute the entire agreement between the parties regarding the Website and services, except where supplemented by specific written agreements.

35. Changes to Terms

BridgeGap may amend these Terms from time to time. Any revised Terms shall become effective upon publication on the Website, unless a later effective date is expressly stated.

Continued use of the Website or services after publication of the revised Terms constitutes acceptance of the updated Terms.

36. Contact Information

All enquiries relating to these Terms should be directed through the contact details published on the Smart Playbook website.

37. Electronic Acceptance

By selecting "I Agree," completing registration, or making payment, the User acknowledges that:

1. the User has read and understood these Terms;
2. the User agrees to be legally bound by them;
3. this electronic acceptance has the same legal effect as a handwritten signature.