Service Agreement

Introduction

This Service Agreement (the “Agreement”) is made between Eedu.tech, a school management software service operated from Lagos, Nigeria (the “Provider,” “we,” “us,” or “our”), and the educational institution identified in the Commercial Schedule at the end of this document (the “School,” “you,” or “your”). The Provider and the School are each a “Party” and together the “Parties.”

This Agreement takes effect on the earlier of (a) the date the School ticks the “I agree to the Terms and Conditions” box at sign-up, (b) the date the School signs the Commercial Schedule, or (c) the date the School first makes payment for the Service. Any of these acts means the School has read, understood, and agreed to be bound by everything below.

1. Definitions

• “Service” means the Eedu.tech school management platform and every module, feature, mobile application, and related service the School subscribes to, whether accessed through the web, a mobile app, or an API.
• “School Data” means all data the School, its staff, students, or parents enter into or generate within the Service, including student records, results, attendance, financial records, and uploaded documents.
• “Term” (lower-case “term”) means a school term as recognised in the Nigerian academic calendar. “Term” with a capital T, where used about duration, means the length of this Agreement as set out in clause 12.
• “Subscription Fee” means the amount payable by the School for the Service, charged per active student per school term at the rate stated in the Commercial Schedule.
• “NDPA” means the Nigeria Data Protection Act, 2023 and any regulation or guidance issued under it.

2. The Service We Provide

Subject to the School meeting its own obligations under clause 4 and keeping its subscription current, the Provider will deliver the following:

• the modules the School has subscribed to, which may include academics and grading, fee management and payment collection, examinations and computer-based testing, attendance, learning and content management, communication tools, and administrative reporting;
• configuration of the School’s portal, including the School name, URL, class and subject structure, and grading setup, within five (5) business days of the School submitting complete and accurate setup requirements;
• result and report-sheet template customisation, with the timeline confirmed once the School provides complete templates and requirements, ordinarily within two (2) to twenty (20) business days depending on complexity;
• bug fixes, the restoration of functionality after faults, and root-cause investigation of errors attributable to the Service;
• product updates and new features released to the School’s subscription tier at no extra charge, save for premium modules or features quoted separately; and
• onboarding guidance and training materials, and reasonable help-desk support during the hours set out in clause 3.

The Provider applies reasonable professional skill and care to keep the Service substantially free of defects. We do not warrant that the Service will be uninterrupted or error-free, but we commit to the availability target in clause 5.

3. Support

The Provider operates a help desk reachable by email and through the in-app support channel. Support hours are 9:00am to 5:00pm, Monday to Friday, excluding Nigerian public holidays. Email requests may be sent at any time and are attended to within these hours.

We aim to acknowledge support requests within one (1) business day and to resolve faults attributable to the Service within a reasonable period, ordinarily between thirty (30) minutes and seven (7) business days depending on severity. Requests for new features, new modules, or template changes are handled as enhancement work and scheduled separately; they are not faults and fall outside these response times.

We are not responsible for problems caused by power failure, the School’s internet connectivity, data-entry errors by the School, the School’s own devices, or any modification of the Service by anyone other than the Provider.

4. Your Responsibilities

So that we can run the Service properly, the School agrees to:

1. provide accurate, complete setup information at onboarding, including the School logo, class and subject structure, grading rules, and approved report-sheet templates;
2. carry out a User Acceptance Test of the portal at deployment and confirm that templates, result computations, and class structures match the School’s specification. The Provider is not liable for output errors that a proper acceptance test would have caught;
3. enter and maintain its own School Data, including student and staff records, scores, and payment details, and keep that data accurate;
4. equip its staff with the devices, printers, stationery, and internet access needed to use the Service;
5. keep its passwords and login details secure, treat them as confidential, and tell us promptly of any suspected unauthorised access; and
6. pay the Subscription Fee when due under clause 6 and report service issues to the help desk in good time.

The Provider is not liable for delays or output errors caused by the School failing to meet these responsibilities, and no refund or rollover applies in that case.

5. Service Availability

The Provider will use commercially reasonable efforts to maintain monthly availability of 99.9%, measured across the Service as a whole. We do not guarantee that the Service will be uninterrupted or error-free. The availability target excludes downtime caused by matters beyond our reasonable control, including general internet disruption, the School’s own devices or connectivity, scheduled maintenance under this clause, and force-majeure events under clause 16.

Routine maintenance and upgrades are carried out at weekends, overnight, on public holidays, or during school holidays to limit disruption, and are communicated in advance through release notes or service notifications. Emergency maintenance may be carried out without prior notice where a fault threatens the Service or the security of School Data; we will tell the School as soon as reasonably possible afterward, with the reason and the expected resolution time.

6. Backup and Disaster Recovery

The Provider protects School Data, including student records, results, fee records, and computer-based test records, with the following measures:

• automated backups taken at least once every twenty-four (24) hours;
• backups held in a location separate from the live system, encrypted in storage;
• a retention period of at least thirty (30) days of rolling backups;
• a recovery point objective (RPO) of up to twenty-four (24) hours, meaning no more than a day of data is at risk in a worst-case failure; and
• a recovery time objective (RTO) of up to two (2) business days for restoration from backup, depending on the volume of data.

A large restore may affect availability while it runs; we will notify the School if that happens. These measures reduce the risk of data loss but do not replace the School’s own duty to review its records and report anything that looks wrong.

7. Fees and Payment

1. The Subscription Fee is charged per active student per school term at the rate stated in the Commercial Schedule.
2. Payment is due by the date stated for each term in the Commercial Schedule or on the invoice. The School may pay for several terms or a full session in advance.
3. Any change to the Subscription Fee takes effect from the start of the following school term. We will give the School notice of any change before the end of the current term, so the new rate never applies mid-term.
4. If the School does not pay by the due date, a grace period applies. An account that remains overdue by thirty (30) days may be suspended. On suspension, School Data is retained and remains recoverable; the School simply loses access to the live Service until the account is settled. Deletion is governed by clause 8.
5. Requests for features or modules outside the subscribed plan are quoted and invoiced separately at the Provider’s current rates.
6. Fees already paid are non-refundable. Where the School cannot use the Service because of a failure on the Provider’s side, we will apply a rollover or a fair discount to the next term rather than a cash refund. Rollover does not apply where non-use results from the School’s own default under clause 4.

8. Ownership of Data and Data Export

The School owns all School Data, including student, parent, staff, academic, financial, and computer-based test records. As between the Parties, the School is the data controller and owner; the Provider acts only as a processor and custodian of that data, holding and handling it on the School’s behalf to deliver the Service. Nothing in this Agreement transfers ownership of School Data to the Provider, and the Provider does not sell School Data or use it for any purpose outside delivering and improving the Service.

The School may export its data at any time during the subscription, and again on termination, in a usable electronic format. On a written request, the Provider will provide an export within seven (7) business days. The School is never locked out of its own records, and this export right is a contractual commitment, not merely a stated feature.

Where an account is suspended for non-payment, School Data is retained and recoverable for ninety (90) days from the date of suspension. If the account is not settled or renewed within that period, the Provider may delete the School’s portal and associated data after sending at least one reminder to the School’s registered email, so the School has a clear chance to export first.

9. Data Protection and NDPA Compliance

The Provider processes personal data, including the data of students who are minors, in line with the Nigeria Data Protection Act, 2023 and its own Privacy Policy. We act on the School’s instructions in respect of School Data and use it only to provide and improve the Service.

We apply reasonable technical and organisational measures to protect School Data against loss, misuse, and unauthorised access. Where a personal-data breach affecting School Data occurs, the Provider will notify the School without undue delay and describe what happened, the likely impact, and the steps being taken.

The School is responsible for having a lawful basis to collect and upload the personal data it enters, including any consent required from parents or guardians, and for keeping its own access credentials secure.

10. Artificial Intelligence Features

The Service includes AI features, such as Saka AI and predictive analytics, that generate suggestions, summaries, grading aids, and forecasts. These features are tools to support the School’s staff, not a substitute for professional judgement. The following terms apply to every AI feature:

• AI outputs are advisory only. They do not constitute a decision, a result, or professional advice on their own.
• The School and its educators remain fully responsible for all academic, disciplinary, and administrative decisions, including grades, promotions, and reports issued to parents.
• AI-generated content must be reviewed by a qualified member of the School’s staff before it is relied on or shared.
• The Provider does not warrant that AI outputs are accurate, complete, or free of bias, and is not liable for decisions the School makes in reliance on them.

Where AI features process School Data, that processing is subject to the data-protection terms in clause 9. The Provider will not use identifiable student data to train third-party models without the School’s consent.

11. Intellectual Property

The Service, including its software, design, and documentation, belongs to the Provider and is protected by intellectual-property law. This Agreement gives the School a right to use the Service during the subscription; it transfers no ownership in the software, and customisation done for the School does not change that.

The School may not copy, resell, reverse-engineer, or build a competing product from the Service, and may not register or use any name or mark confusingly similar to the Provider’s. Neither Party may use the other’s name or logo in publicity without prior written consent.

12. Confidentiality

Each Party may receive confidential information from the other in the course of this Agreement. Each Party will keep the other’s confidential information secret, use it only for the purposes of this Agreement, and limit access to those who need it. This duty survives the end of the Agreement and does not cover information that is public through no fault of the receiving Party or lawfully obtained elsewhere.

13. Limitation of Liability

Nothing in this Agreement excludes or limits liability that cannot be limited by law, including liability for fraud, death, or personal injury caused by negligence. Subject to that, neither Party is liable to the other for any indirect, incidental, special, or consequential loss, and in particular the Provider is not liable for:

• loss of profits, revenue, anticipated savings, or business opportunity;
• business interruption or loss of goodwill or reputation;
• loss of or damage to School Data beyond what restoration from the most recent available backup under clause 6 would recover; or
• any failure or delay to the extent caused by a force-majeure event under clause 16, by the School’s own act or omission, or by third-party services outside the Provider’s control.

The Provider’s total aggregate liability under this Agreement, whatever the cause and whether in contract, tort, or otherwise, will not exceed the total Subscription Fees the School paid in the twelve (12) months before the event giving rise to the claim.

14. Duration and Termination

This Agreement starts on the effective date in the introduction and continues for as long as the School holds a current subscription, term by term, until either Party ends it under this clause.

Either Party may end this Agreement by giving written notice if the other commits a serious breach and fails to remedy it within thirty (30) days of being asked to in writing. The School may also end this Agreement by written notice before its current subscription expires; fees already paid for the current term remain due and are not refunded.

The Provider may suspend or end the Agreement for non-payment under clause 7, or for use of the Service that breaks the law or this Agreement. On termination for any reason, the School’s right to use the Service stops, and the data-export and deletion terms in clause 8 apply.

15. Acceptable Use

The School agrees not to use the Service to break any law, infringe anyone’s rights, upload malicious code, attempt to gain unauthorised access to the Service or other accounts, or harass or harm other users. The Provider may suspend access where it reasonably believes the Service is being misused in a way that threatens the platform or other users.

16. Force Majeure

Neither Party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, civil unrest, fire, flood, epidemic, power or internet failure at the national level, or government action. The affected Party will give prompt notice and use reasonable effort to resume performance. If such an event continues for more than ninety (90) days, either Party may end this Agreement on thirty (30) days’ written notice.

17. Governing Law and Disputes

This Agreement is governed by the laws of the Federal Republic of Nigeria. If a dispute arises, the Parties will first meet in good faith to settle it. If they cannot settle within thirty (30) days, the dispute will be referred to a single arbitrator appointed by agreement, or failing agreement, by the Chartered Institute of Arbitrators (Nigeria Branch). Arbitration will be held in Lagos, conducted in English, under the Arbitration and Mediation Act 2023. This clause survives termination.

18. General

If any clause is found invalid, the rest of the Agreement stays in force. This Agreement, together with the Commercial Schedule, the Terms of Service at eedu.tech/terms, and the Privacy Policy, is the whole agreement between the Parties. Where the School accepts these terms by ticking the sign-up box or by payment, that acceptance is as binding as a signature; where the School also signs the Commercial Schedule, the signed copy serves as the School’s formal record.