SaaS Terms of Service

1. Acceptance

These Terms and Conditions form the agreement between Lerynova Technologies (referred to as "SaaS Provider", "we" or "us") and the user (referred to as "Customer" or "you"), collectively referred to as the Parties.

The SaaS Provider owns, or holds the relevant rights to, The School Manager Software and will license the use of the Software as a service to the Customer.

This Agreement is binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with an account to access and use the Services (Effective Date).

By accessing and/or using the Services you:

• Warrant that you have reviewed this Agreement, including our Privacy Policy, and you understand it;
• Warrant that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent's or legal guardian's permission;
• Agree to use the Services in accordance with this Agreement.

You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a Minor (at least 13 years but under 18) to create an account, you agree to supervise the Minor's use of the Site, assume all risks and liabilities, ensure all information submitted is accurate, and provide all consents on the Minor's behalf.

2. Services

On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with this Agreement.

The Customer agrees the SaaS Provider owns or holds the applicable licences to all Intellectual Property Rights in the Software, SaaS Services, and any documentation provided.

The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration, the SaaS Provider will provide the Customer with 20 Business Days' notice.

The SaaS Provider:

• Will supply the Services on a non-exclusive basis;
• Does not make any warranty as to the ability of third-party suppliers' facilities or services;
• Is not liable for any failure in the Services caused by the Customer's environment or third-party services.

3. SaaS Service Licence

In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable, personal, revocable licence to access and use the SaaS Services (SaaS Licence).

The SaaS Licence:

• Commences from the Effective Date;
• Permits the Customer to use the SaaS Services in accordance with normal operating procedures;
• Permits the Customer to provide access to Authorised Users (teachers, students, parents, staff) by assigning them roles within the system.

4. Licence Restrictions

The Customer must not and will not permit any person to:

• Resell, assign, transfer, distribute or provide others with access to the SaaS Services;
• Frame, mirror or serve any of the SaaS Services on any web server;
• Copy, alter, modify, create derivative works from, reverse engineer, or reverse compile the Software;
• Alter, remove or tamper with any trademarks, copyright notices, or other means of identification;
• Use the SaaS Services in any way which breaches any statute, regulation, or legal right of any person within Ghana or the jurisdiction in which the Customer is located.

5. Data

The Customer grants the SaaS Provider a limited licence to copy, transmit, store and back-up any Data:

• To supply the Services and enable Authorised Users to access the platform;
• For diagnostic purposes and to enhance the Services;
• To perform analysis for academic insights, predictive analytics, and reporting;
• As reasonably required for the performance of obligations under this Agreement.

The Customer represents and warrants that:

• All Data supplied is the sole property of the Customer or the Customer has secured all necessary authorisations;
• Its Data does not breach any relevant laws, regulations or codes;
• To the extent that the Data contains personal data (student records, health information, staff details), the Customer has obtained the necessary consents in accordance with applicable privacy and data protection laws.

The Customer acknowledges and agrees that:

• Any collation, conversion and analysis of Data may be subject to errors, omissions, or delays. The SaaS Provider is not liable for such issues;
• The SaaS Provider is not responsible for any corruption or loss of Data caused by the Customer, its Personnel, or Authorised Users;
• The Customer agrees to indemnify the SaaS Provider for any corruption or loss of Data controlled by the Customer, to the extent not caused by the SaaS Provider's negligence.

6. Support and Service Levels

During the Term, the SaaS Provider will provide Support Services during Support Hours (Monday to Friday, 8AM to 6PM GMT) provided that:

• The Customer provides notice for applicable Services via the support channels on the platform;
• Where required, the Customer assists with investigating faults and provides all necessary relevant information.

7. Security Obligations

The SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information from unauthorised access, use, copying or disclosure, including:

• AES-256 encryption at rest and in transit;
• Role-based access control with school-level data isolation;
• Bcrypt password hashing;
• Daily automated off-site backups;
• Audit logging of sensitive operations.

8. Customer Responsibilities

The Customer must, at its own expense:

• Provide all reasonable assistance for the SaaS Provider to supply the Services;
• Use reasonable endeavours to ensure the integrity of the Data;
• Ensure that only authorised Personnel and Users will access and use the SaaS Services;
• Maintain the security of its account and password. The SaaS Provider will not be liable for loss or damage from the Customer's failure to comply with this obligation;
• Be responsible for all content posted and activity that occurs under their account, including content posted by other users with accounts associated with the Customer's school;
• Not use the Services to break any law, transmit defamatory or offensive material, or interfere with the supply of the Services.

9. Prohibited Use

The Customer must not, and will ensure each Authorised User does not:

• Use the Services to violate any legal rights of any person or entity;
• Use the Services in relation to crimes such as theft and fraud;
• Introduce malicious programs into the system (viruses, worms, trojans);
• Reveal account passwords to others or allow unauthorised use;
• Carry out security breaches or disruptions of the network, including unauthorised data access, packet spoofing, or denial of service attacks;
• Send unsolicited messages or engage in phishing or identity theft;
• Circumvent user authentication or security of any accounts.

10. Payment

The Customer must pay the SaaS Provider:

• The subscription Fee based on the selected tier (Basic, Pro, or Premium) and active student count;
• Any other amount payable under this Agreement, without set off or delay.

All Fees are in Ghana Cedis (GHS) and are payable monthly. A minimum monthly charge applies based on tier.

The Free Trial provides full premium access for one academic term or semester at no cost. After the trial period, the Customer must select a paid plan to continue using the Services.

If any payment has not been made in accordance with the Payment Terms, the SaaS Provider may:

• Immediately suspend or cease providing the Services;
• Charge interest at a rate of the Bank of Ghana's policy rate plus 5% per annum on unpaid amounts;
• Engage debt collection services and/or commence legal proceedings.

11. Confidentiality

Each Party must keep confidential and not permit any unauthorised use of all Confidential Information, except where:

• The information is in the public domain (other than by breach of this clause);
• The relevant Party has prior written consent;
• The disclosure is required by law;
• The disclosure is to a professional adviser under confidentiality obligations.

Each Party acknowledges that monetary damages may not be an adequate remedy for breach of confidentiality. A Party is entitled to seek injunctive relief. This clause survives termination.

12. Intellectual Property Rights

A Party's ownership of any Intellectual Property Rights existing prior to the Effective Date will not be altered by this Agreement.

The Customer grants the SaaS Provider a non-exclusive, royalty-free, revocable licence to use any of the Customer's Intellectual Property (school logos, branding) as reasonably required to provide the Services.

The SaaS Provider reserves the right (but not the obligation) to refuse or remove any content that is illegal, offensive, or violates Intellectual Property Rights. This clause survives termination.

13. Privacy and Data Protection

Each Party agrees to comply with its obligations under the Ghana Data Protection Act 2012 (Act 843) and any other applicable data protection legislation.

The SaaS Provider will take all reasonable steps to notify the Customer of any actual, threatened, or suspected data breach involving personal information.

The Customer warrants that it has obtained informed consent from all Personnel for the SaaS Provider to use, store, and process personal information contained in the Data, including student records, health information, and staff details.

The Customer must take all necessary steps to ensure that personal information is protected against misuse, loss, and unauthorised access. The Customer will promptly notify the SaaS Provider of any actual or suspected data breach.

The SaaS Provider will retain Customer information for as long as the account is active or as needed to provide services, and as necessary to comply with legal obligations. This clause survives termination.

14. Warranties

Each Party represents and warrants that:

• It has full legal capacity and power to enter into this Agreement;
• No insolvency event has occurred;
• This Agreement constitutes legal, valid, and binding obligations.

The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party.

The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption.

15. Indemnity and Limitation of Liability

To the maximum extent permitted by law:

• The SaaS Provider's maximum aggregate liability arising from this Agreement will not exceed the total amount of Fees paid by the Customer in the prior 12-month period;
• The SaaS Provider will not be liable for any loss of profit, revenue, business, goodwill, opportunity, savings, reputation, use, or loss or corruption of data, whether under statute, contract, equity, tort, or otherwise;
• These limitations do not apply to liability for fraud, criminal conduct, or death or personal injury.

The SaaS Provider will have no liability where failure is caused by Force Majeure, a fault in the Customer's environment, or an act or omission of the Customer.

The Customer agrees to indemnify and hold the SaaS Provider harmless against all liabilities arising from unauthorised use of the Services, Authorised Users' access, or damage caused by the Customer's acts or omissions. This clause survives termination.

16. Term and Renewal

This Agreement takes effect on the Effective Date and continues for the initial subscription period and any renewal period, unless terminated earlier.

Subscriptions automatically renew for successive monthly periods unless the Customer cancels before the end of the current billing cycle.

Either Party may notify the other of non-renewal with at least 30 days' prior notice.

17. Termination

The Customer may terminate this Agreement by giving at least 30 days' written notice, with termination taking effect at the end of the current billing cycle.

The SaaS Provider may terminate this Agreement immediately by giving written notice where:

• The Customer commits a breach not capable of remedy;
• An insolvency event occurs in relation to the Customer;
• The Customer breaches the Licence Restrictions or Prohibited Use clauses.

The SaaS Provider may suspend overdue accounts without notice. A reinstatement fee may apply to reactivate suspended accounts once full payment has been received.

18. Events Following Termination

Upon termination, the SaaS Provider will:

• Immediately stop performing the Services;
• Retain Customer Data for 30 days to allow for export requests;
• After the 30-day retention period, permanently and irreversibly delete all Customer Data.

Upon termination, the Customer will:

• Immediately cease all use of the Services;
• Return any Confidential Information or Intellectual Property belonging to the SaaS Provider;
• Pay all Fees for Services completed.

This clause survives termination.

19. Dispute Resolution

A Party must not commence court proceedings relating to any dispute without first complying with this clause (unless seeking urgent interlocutory relief).

Negotiation: The Party claiming there is a dispute must give written notice. Within 10 Business Days, each Party must meet at least once to attempt to resolve the dispute in good faith.

Mediation: If unresolved within 15 Business Days, either Party may submit the dispute to mediation conducted in good faith in Accra, Ghana. Costs are split equally.

Litigation: If the dispute has not been settled within 20 Business Days after appointment of a mediator, it may be referred to litigation. This clause survives termination.

20. Subcontracting

The SaaS Provider may engage subcontractors to perform the Services on its behalf.

21. General

Notices: Must be in writing, in English, and delivered by hand, post, or email to the address or email in the Customer's account or on the Site.

Force Majeure: If performance is prevented by events beyond reasonable control (fire, flood, earthquake, natural disaster, war, civil unrest, pandemic), the affected Party's obligations are suspended. The affected Party must use reasonable efforts to minimise the impact.

Waiver: Any failure or delay by a Party in exercising a right does not operate as a waiver. A waiver must be in writing.

Assignment: No Party may assign or transfer any rights or obligations without the prior written consent of the other Party.

Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, or agency relationship.

Severance: If a provision is held to be void, invalid, or unenforceable, it must be read down as narrowly as necessary. If that is not possible, it is severed without affecting the remaining provisions.

Entire Agreement: This Agreement contains the entire understanding between the Parties and supersedes all previous discussions, communications, and agreements.

Amendment: This Agreement may only be amended by written document executed by all Parties.

Governing Law: This Agreement is governed by the laws of the Republic of Ghana. Each Party submits to the exclusive jurisdiction of the courts of Ghana.

22. Definitions

• Authorised User: Any teacher, student, parent, headmaster, staff member, or other user permitted to access the SaaS Services under the Customer's school account.
• Business Day: A day on which banks are open for general banking business in Ghana, excluding Saturdays, Sundays, and public holidays.
• Confidential Information: Any information disclosed in connection with this Agreement relating to business, assets, affairs, Data, or the terms of this Agreement.
• Customer: The school, educational institution, or individual that creates an account and subscribes to the Services.
• Data: All information, documents, student records, grades, attendance data, financial records, health records, and other data provided by the Customer or uploaded to the platform.
• Fee: The monthly subscription fee based on the Customer's selected tier and active student count, as set out on the Site.
• Intellectual Property Rights: All present and future rights to copyright, designs, patents, trade marks, trade secrets, source codes, and any similar rights.
• Personnel: Any employee, contractor, officer, or agent of a Party.
• Services: The School Manager SaaS platform and Support Services as described on the Site.
• Software: The software used to provide the Services, including any updates, modifications, or releases.
• Term: The duration of this Agreement from the Effective Date until termination.

23. Contact

If you have questions about these Terms of Service, contact us at:

Lerynova Technologies
support@theschoolmanagerpro.com
+233 24 367 2267 (WhatsApp / Call)
Monday to Friday, 8AM to 6PM GMT