Terms of Service

These Terms of Service ("Terms") govern your access to and use of the SchoolTrack platform, websites, mobile applications, and related services (together, the "Service") operated by Noria Technologies Ltd ("SchoolTrack", "we", "us", "our"), a company incorporated in the Republic of Kenya.

By creating an account, signing an order form, or accessing the Service in any way, you accept these Terms on behalf of yourself and the school, organisation, or other entity you represent (the "Customer" or "you"). If you do not accept these Terms, you must not use the Service.

1. Definitions

Customer Data — all data, content, files, and information that the Customer or any Authorised User uploads to, stores in, generates within, or transmits through the Service. Includes Learner Data.
Learner Data — Customer Data relating to identified or identifiable learners enrolled at the Customer's institution, including academic, attendance, financial, medical, and biometric records where applicable.
Authorised User — any individual the Customer permits to access the Service under the Customer's account (school administrators, teachers, bursars, parents, learners, clinic staff, board members, etc.).
Order Form — a written or electronic order signed by the Customer specifying the modules, learner volume, fees, and term.
Documentation — the user guides and technical references made available at schooltrack.co.ke/docs and within the Service.
Confidential Information — any non-public information disclosed by one party to the other in connection with the Service, including pricing, technical information, and Customer Data.

2. Account and access

2.1 Account creation

You must provide accurate, current, and complete information when creating an account, and keep that information up to date. We may refuse to create an account or suspend an existing account where we reasonably believe information is materially inaccurate.

2.2 Authorised Users

You are responsible for:

The accuracy and legality of all credentials issued to Authorised Users;
All activity that occurs under your account, whether or not you authorised it;
Ensuring Authorised Users understand and comply with these Terms;
Promptly revoking access for individuals who no longer require it (e.g. departing staff).

2.3 Credential security

You must keep account credentials confidential, enforce reasonable password practices, and notify us immediately at [email protected] if you suspect any unauthorised access or compromise.

2.4 Roles and permissions

The Service provides role-based access controls. You are responsible for configuring those roles consistent with your internal policies and applicable law, including the principle of least privilege.

3. Acceptable use

You must not, and must not permit any Authorised User to:

Use the Service in any way that violates Kenyan law, the law of any other jurisdiction applicable to you, or these Terms;
Upload, transmit, or process any data you do not have a lawful basis to process, including biometric data, special-category data, or images of minors collected without parental consent;
Use the Service to send unsolicited communications, spam, or material that is unlawful, defamatory, harassing, obscene, or that infringes a third party's rights;
Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent the law permits this without our consent;
Probe, scan, test, or breach the security of the Service or any system, network, or device connected to it;
Use the Service to develop, train, or benchmark a competing product or service;
Resell, sublicense, lease, time-share, or otherwise make the Service available to any third party except as expressly permitted in an Order Form;
Remove or obscure any proprietary notice or branding within the Service;
Use automated means (bots, scrapers, etc.) to access the Service except via documented APIs and within published rate limits;
Interfere with or disrupt the Service or any other customer's use of it.

We may suspend or terminate access without notice if we reasonably believe these obligations are being breached.

4. Customer Data and ownership

4.1 Ownership

As between you and us, you own all Customer Data. We claim no ownership over Customer Data and do not use it to train any machine-learning model except as described in Section 4.4 below and in our Privacy Policy.

4.2 Licence to us

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to:

Provide and improve the Service for you;
Prevent and address technical, security, or support issues;
Comply with our legal obligations;
Enforce these Terms.

This licence ends when the relevant Customer Data is deleted or your account is terminated, except where retention is required by law (see Section 11.3).

4.3 Your responsibilities

You represent and warrant that:

You have all rights, consents, and lawful bases necessary for us to process Customer Data in accordance with these Terms and our Privacy Policy;
Customer Data and your instructions to us comply with the Data Protection Act 2019 of Kenya (the "DPA"), any guidance issued by the Office of the Data Protection Commissioner ("ODPC"), and any other applicable data-protection law;
You have provided all required notices to, and obtained all required consents from, learners, guardians, staff, and other data subjects.

4.4 AI features

The Service includes optional AI-assisted features (e.g. rubric drafting, report-card comment generation, parent-communication drafting). When you use these features:

Inputs are processed by a third-party AI sub-processor listed in our Privacy Policy;
We do not permit those sub-processors to use Customer Data to train their general models;
AI outputs are suggestions only; you are responsible for reviewing and approving them before they are shared with learners, guardians, or third parties.

5. Data protection

We act as a data processor in respect of Customer Data; you are the data controller. Our role, your role, sub-processor list, security measures, retention periods, and data-subject-rights procedures are set out in the Privacy Policy and any executed Data Processing Addendum, which together form part of these Terms.

If you require a signed Data Processing Addendum under Section 42 of the DPA, contact [email protected].

6. Fees and payment

6.1 Fees

You will pay the fees set out in your Order Form, denominated in Kenyan Shillings unless otherwise specified. Fees are typically calculated per learner per term, with learner counts confirmed at the start of each term.

6.2 Invoicing and payment terms

We will issue invoices in advance of each billing term. Payment is due within thirty (30) days of the invoice date unless otherwise stated. Payment may be made by M-Pesa, bank transfer, or other methods we accept from time to time.

6.3 Late payment

Overdue amounts accrue interest at one and a half percent (1.5%) per month or the maximum permitted by law, whichever is lower. We may suspend access to the Service after fourteen (14) days' written notice of non-payment.

6.4 Taxes

Fees are exclusive of VAT and any other applicable taxes, which you must pay in addition where the law requires.

6.5 Price changes

We may change fees at the start of any renewal term by giving at least sixty (60) days' written notice. Within-term fee changes apply only by mutual written agreement.

7. Suspension

We may suspend your access to the Service immediately and without prior notice if:

We reasonably believe you are in material breach of these Terms;
You fail to pay undisputed invoices when due, after the notice period in Section 6.3;
Your use poses a security risk to the Service, our other customers, or any third party;
We are required to do so by law, court order, or regulator instruction.

Where possible we will provide written notice before suspending, and we will restore access promptly once the underlying cause is resolved.

8. Term and termination

8.1 Term

These Terms remain in effect for the period set out in your Order Form and renew automatically for successive terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.2 Termination for cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to cure that breach within thirty (30) days of written notice;
Becomes insolvent, enters administration, or is wound up.

8.3 Termination by us for prolonged non-payment

We may terminate after sixty (60) days of continued non-payment of undisputed fees following the suspension under Section 7.

8.4 Effect of termination

On termination:

Your right to access the Service ends immediately;
We will make Customer Data available for export for thirty (30) days using standard formats (CSV, JSON, PDF for reports);
After that thirty-day window, we may delete Customer Data, except for records we are required to retain under Section 11.3 or applicable law;
Accrued payment obligations survive termination.

8.5 Surviving sections

Sections 1, 4.1, 9, 10, 11, 12, 13, 14, and 15 survive termination of these Terms.

9. Confidentiality

Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own (and no less than a reasonable standard), and will not disclose it except to employees, advisors, and sub-processors who need to know and are bound by equivalent obligations.

Confidential Information does not include information that is or becomes public without breach, is independently developed without reference to the other's information, or is required to be disclosed by law (in which case the receiving party will give reasonable notice where lawful).

10. Intellectual property

10.1 Our IP

We own all right, title, and interest in the Service, including all software, algorithms, designs, documentation, and any improvements or feedback derived from your use. No rights are granted to you except the limited right to use the Service as expressly set out in these Terms.

10.2 Your IP

You own all right, title, and interest in Customer Data and your trademarks. You grant us only the licence set out in Section 4.2.

10.3 Feedback

If you provide suggestions or feedback about the Service, we may use it without restriction. You agree we acquire no obligations to you in respect of feedback.

11. Service availability and support

11.1 Availability

We aim for ninety-nine and a half percent (99.5%) monthly uptime, excluding scheduled maintenance announced at least forty-eight (48) hours in advance and excluding events beyond our reasonable control. Specific service-level commitments and remedies, where offered, are set out in the Order Form.

11.2 Support

We provide support during business hours (Monday to Friday, 08:00–18:00 East Africa Time) via email at [email protected]. Higher support tiers may be available under an Order Form.

11.3 Backups and retention

We maintain encrypted backups of Customer Data with a thirty-day rolling retention window. We may retain anonymised, aggregated data indefinitely for analytics, capacity planning, and product improvement.

11.4 Changes to the Service

We may update, modify, add, or remove features from time to time. We will not materially reduce core functionality during the current paid term without offering you a pro-rata refund as your sole remedy.

12. Warranties and disclaimers

12.1 Mutual

Each party warrants that it has full power and authority to enter into and perform these Terms.

12.2 Service warranty

We warrant that we will provide the Service with reasonable care and skill, and substantially in accordance with the Documentation.

12.3 Disclaimer

Except as expressly set out in these Terms, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that all defects will be corrected.

12.4 No professional advice

The Service does not provide legal, financial, medical, regulatory, or educational accreditation advice. AI-generated content is suggestion only and must be reviewed by a qualified human before use in any official capacity.

13. Indemnification

13.1 By you

You will defend, indemnify, and hold harmless SchoolTrack and its officers, employees, and affiliates against any third-party claim, loss, or expense (including reasonable legal fees) arising from or relating to:

Your or any Authorised User's breach of these Terms;
Customer Data, including any allegation that Customer Data infringes a third party's rights or was processed without a lawful basis;
Your violation of any law in connection with the Service.

13.2 By us

We will defend, indemnify, and hold harmless you against any third-party claim alleging the Service, as provided by us and used in accordance with these Terms, infringes a Kenyan-registered intellectual-property right of that third party. We may at our option:

Procure the right for you to continue using the Service;
Modify the Service so it is no longer infringing;
Terminate your right to the affected component and refund pre-paid unused fees for that component.

This is your exclusive remedy for any infringement claim.

14. Limitation of liability

14.1 Cap

To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the fees paid or payable by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 Exclusion of indirect damages

Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, even if advised of the possibility of such damages.

14.3 Exceptions

The caps in Sections 14.1 and 14.2 do not apply to:

Either party's indemnification obligations under Section 13;
Either party's breach of confidentiality under Section 9;
Your obligation to pay undisputed fees;
Liability that cannot be excluded or limited under applicable law (including, in the case of personal data, liability arising under Section 65 of the DPA).

15. General

15.1 Governing law

These Terms are governed by the laws of the Republic of Kenya.

15.2 Jurisdiction

The courts of Nairobi, Kenya have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that we may bring proceedings to enforce our intellectual-property rights in any court of competent jurisdiction.

15.3 Dispute resolution

The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives. If unresolved within thirty (30) days, the dispute may be referred to mediation under the Mediation Rules of the Nairobi Centre for International Arbitration before either party commences court proceedings.

15.4 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including civil unrest, fibre-cable failures affecting whole regions, prolonged national power outages, pandemics, government action, or natural disasters. The affected party must notify the other promptly and resume performance as soon as practicable.

15.5 Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger or acquisition where the successor agrees in writing to be bound. We may assign these Terms to an affiliate or in connection with a corporate transaction.

15.6 Notices

Notices to us must be sent to [email protected]. Notices to you will be sent to the email address associated with your account. Notices are deemed received twenty-four (24) hours after sending if no bounce or failure notice is received.

15.7 Entire agreement

These Terms, together with the Privacy Policy, any applicable Data Processing Addendum, and any signed Order Form, constitute the entire agreement between the parties and supersede any prior agreement on the same subject matter. In the event of conflict the order of precedence is: signed Order Form → Data Processing Addendum → these Terms → Privacy Policy.

15.8 No waiver

A failure to enforce any provision is not a waiver of the right to enforce it later.

15.9 Severability

If any provision is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary.

15.10 No third-party beneficiaries

These Terms confer no rights on any person who is not a party to them, except as expressly stated.

15.11 Amendments

We may update these Terms from time to time. Material changes will be notified by email and posted at schooltrack.co.ke/terms-of-service at least thirty (30) days before they take effect. Your continued use of the Service after that date constitutes acceptance.

Contact

Legal: [email protected]
Security: [email protected]
Data Protection Officer: [email protected]
General: [email protected]

Noria Technologies Ltd, Nairobi, Kenya.