School SaaS Agreement (Master Services Agreement)

THIS AGREEMENT is made on the Effective Date BETWEEN:

(1) EDULEDGA INNOVATIONS LIMITED, a company incorporated in Nigeria under the Companies and Allied Matters Act 2020 with registration number RC 9591803, whose registered office is at BDPA, Benin City, Edo State, Nigeria ("EduLedga" or the "Provider"); and

(2) [School legal name], [a company incorporated in Nigeria with registration number [RC/BN/IT number] / a school owned and operated by [proprietor name]], whose principal address is at [School address] (the "School" or the "Customer"),

each a "Party" and together the "Parties".

(A) EduLedga has developed and operates EduLedga, a cloud-based school-management platform for Nigerian schools available at eduledga.io.

(B) The School wishes to subscribe to the platform for use by its proprietor or directors, staff, students and parents across one or more campuses, and EduLedga has agreed to provide it on the terms of this Agreement.

(C) In providing the platform, EduLedga will process personal data on behalf of the School as data processor, and the Parties have therefore entered into the Data Processing Agreement, which forms part of this Agreement as required by section 29(2) of the Nigeria Data Protection Act 2023 and Article 34 of the NDPC General Application and Implementation Directive 2025.

IT IS AGREED as follows:

1.1 In this Agreement:

1.2 Headings do not affect interpretation. "Including" means "including without limitation". References to a statute include it as amended or re-enacted. Words in the singular include the plural.

2.1 This Agreement applies to all use of the Platform by the School and its Authorised Users.

2.2 The DPA forms part of this Agreement. On any matter concerning the processing of personal data, the DPA prevails.

2.3 The following documents are incorporated by reference: the SLA; the Security Schedule; the Acceptable Use Policy; the AI Usage Policy; the Payment Terms; the Refund Policy; the Suspension & Termination Policy; and the Terms of Use (which govern individual users).

2.4 In case of conflict, the order of precedence is: (a) the DPA; (b) this Agreement; (c) the SLA and Security Schedule; (d) other incorporated policies.

3.1 This Agreement is accepted by the Authorised Signatory ticking the acceptance boxes in the "Legal & Data Protection" step of School registration on the Platform, by signing a copy, or (until the in-platform acceptance step is available) by email confirmation of acceptance sent from the Authorised Signatory's email address to hello@eduledga.com. The Parties agree that electronic acceptance constitutes a valid signature under section 93 of the Evidence Act 2011 and section 17 of the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended), and that EduLedga's electronic records of acceptance are admissible under section 84 of the Evidence Act 2011.

3.2 The Authorised Signatory warrants that he or she is authorised to bind the School.

3.3 There is no free trial. The public demo at eduledga.io/demo uses fictional data and is provided for evaluation only, under the Website Terms of Use and Disclaimer.

4.1 EduLedga shall make the Platform available to the School and its Authorised Users during the term of this Agreement in accordance with this Agreement and the SLA.

4.2 There is no limit on the number of students, staff or Campuses the School may add, other than reasonable technical limits applied to protect the Platform for all customers.

4.3 EduLedga may improve and update the Platform. EduLedga shall not, during a paid Term, remove a core feature (student records, attendance, scores and report cards, fee invoicing, announcements) without at least sixty (60) days' notice and, if the School is materially disadvantaged, a pro-rata refund.

4.4 AI Features. DeepSeek's API (listed as a sub-processor in the DPA) is used for AI drafting of lesson notes and, where enabled, teacher-reviewed comment suggestions. Lesson-note requests contain curriculum content, not pupil records. Comment suggestions send only the minimum performance fields set out in the DPA and may be enabled by the School only for pupils whose parent or guardian has consented to the transfer to China (section 43(1)(a) NDPA). All other AI Features, including analytics and predictive insights, run on EduLedga's own self-hosted model within EduLedga's own infrastructure. EduLedga does not use School Data to train DeepSeek's or any other general-purpose model. The School controls which AI Features are enabled. AI Features are governed by the AI Usage Policy.

4.5 DNEMIS module. The School may use the DNEMIS module to prepare Annual School Census and EMIS returns. Direct electronic submission to any government system is switched off and shall remain off unless and until the relevant authority has given written authorisation, and then shall be used only on the School's specific instruction for each submission, as described in the DNEMIS/EMIS Government Data Sharing Notice.

4.6 Fee collection. Where the School uses the Platform to invoice parents and collect school fees, payments are processed by Paystack Payments Limited under Paystack's terms. EduLedga is not a party to the contract between the School and its parents for school fees and is not responsible for setting, collecting or refunding school fees. Paystack's transaction charges are borne as set out in the Payment Terms.

5.1 The School shall:

(a) ensure it has a lawful basis under the NDPA for all School Data, and give the required privacy notices to parents, students and staff (section 27 NDPA), using or adapting the EduLedga School Privacy Notice template;

(b) obtain and keep guardian consent before any student under 18 is given a Platform login, and media consent before publishing images of children;

(c) ensure the accuracy of School Data, including dates of birth and guardian links;

(d) ensure that the DPA has been accepted before inviting teachers, parents or students;

(e) assign Roles on a least-privilege basis, remove access promptly when users leave, and keep credentials secure;

(f) ensure Authorised Users comply with the Terms of Use, Acceptable Use Policy and AI Usage Policy, and be responsible for their acts and omissions as if its own;

(g) register with the NDPC where required (primary and secondary schools appear in Schedule 7 GAID) and appoint a privacy contact;

(h) notify EduLedga promptly of any suspected security incident or misuse; and

(i) pay the Fees when due.

6.1 Fee. The Fee is ₦1,000 (one thousand naira) per Billed Student per Term, inclusive of Value Added Tax. There are no tiers, plans, set-up fees, per-teacher fees or monthly subscriptions.

6.2 VAT. VAT is charged at the rate prevailing under the Nigeria Tax Act 2025 (currently 7.5%). At that rate, each ₦1,000 comprises ₦930.23 net of VAT and ₦69.77 VAT. EduLedga shall issue a VAT invoice or receipt as required by law. If the VAT rate changes, the VAT-inclusive Fee shall remain ₦1,000 until EduLedga gives notice of a price change under clause 6.7.

6.3 Billed Students. The number of Billed Students for each Term is the number of students active on the School's roll on the Platform on the billing count date. Students added after that date are billed the full Fee for that Term. Students who leave after the billing count date are not credited for that Term.

6.4 Invoicing and payment. EduLedga shall invoice the School at the start of each Term. Invoices are payable within fourteen (14) days through Paystack or another method EduLedga specifies. All amounts are in Nigerian naira.

6.5 Withholding tax. If the School is required by law to deduct withholding tax from any payment, it shall pay the deducted amount to the relevant tax authority, give EduLedga the official receipt or credit note within thirty (30) days, and the payment shall be treated as made in full to that extent.

6.6 Late payment. Late payment is dealt with under the Suspension & Termination Policy (Read-only Mode after notice, without deletion of School Data).

6.7 Price changes. EduLedga may change the Fee by giving at least sixty (60) days' written notice before the start of the Term from which the change applies. A change does not apply to a Term already invoiced.

6.8 Refunds are governed by the Refund Policy.

7.1 As between the Parties, the School owns all School Data. EduLedga processes School Data as processor only on the School's documented instructions under the DPA.

7.2 EduLedga shall comply with the DPA, the Security Schedule and the NDPA, maintain NDPC registration where required (EduLedga's registration with the Nigeria Data Protection Commission (NDPC) is ongoing; the registration number will be provided to the School on request once issued) and maintain a Data Protection Officer (Ajay Chukuniku Daniel, privacy@eduledga.com).

7.3 The School may export School Data at any time using the Platform's export tools. On termination, the export and deletion provisions of the DPA and the Suspension & Termination Policy apply (thirty (30) day Export Window; deletion within ninety (90) days of termination, subject to legal retention).

7.4 EduLedga may use Aggregated Data (irreversibly anonymised statistics) to operate and improve the Platform, but shall never sell School Data, use it for advertising, or use it to train general-purpose AI models.

8.1 EduLedga owns all intellectual property in the Platform. Subject to payment of the Fees, EduLedga grants the School a non-exclusive, non-transferable licence for the term of this Agreement for its Authorised Users to use the Platform for the School's internal educational and administrative purposes.

8.2 Licence to EduLedga: School Data. The School grants EduLedga a non-exclusive, royalty-free licence to host, copy, process and display School Data only as necessary to provide the Services and as permitted by the DPA.

8.3 Licence to EduLedga: publicity. The School grants EduLedga a non-exclusive, royalty-free, non-transferable licence to display the School's name and logo on EduLedga's website, customer lists, case-study listings, presentations and marketing materials, solely to identify the School as an EduLedga customer. This licence is granted by acceptance of this Agreement and requires no separate written permission. EduLedga shall not state or imply that the School endorses EduLedga beyond being a customer, shall not alter the logo other than by resizing, and shall not use it in a misleading or disparaging way. The School may withdraw this licence at any time by written notice to hello@eduledga.com, and EduLedga shall remove the School's name and logo from materials under its control within fourteen (14) days (materials already printed and distributed need not be recalled). The licence ends automatically on termination of this Agreement, and EduLedga shall remove the name and logo within fourteen (14) days of termination. This clause does not cover testimonials, quotations, photographs or names of individuals, which EduLedga shall publish only with the specific prior consent of the individual concerned (and, for a child, a parent or guardian).

8.4 The School shall not, and shall ensure Authorised Users do not, copy, modify, reverse-engineer, resell or sublicense the Platform.

9.1 Each Party shall keep the other's Confidential Information confidential, use it only to perform this Agreement and disclose it only to its personnel, sub-processors and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is public through no fault of the recipient, already lawfully known to it, independently developed, or required to be disclosed by law or a competent authority (in which case the recipient shall, where lawful, give prompt notice).

9.2 This clause survives termination for five (5) years, and indefinitely for School Data and trade secrets.

10.1 Each Party warrants that it has full power and authority to enter into this Agreement.

10.2 EduLedga warrants that it will provide the Services with reasonable skill and care, in accordance with the SLA, and in compliance with applicable Nigerian law, and that the Platform will not knowingly contain malicious code.

10.3 Except as expressly stated, the Platform is provided without other warranties. In particular, EduLedga does not warrant that the Platform will be uninterrupted or error-free, or that AI output or predictive insights will be accurate; these require human review as set out in the AI Usage Policy. Nothing in this clause excludes rights that cannot be excluded under the Federal Competition and Consumer Protection Act 2018.

11.1 Neither Party excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; the School's obligation to pay Fees; or any liability that cannot be limited by law.

11.2 Subject to clause 11.1, neither Party is liable for indirect or consequential loss, loss of profit, revenue or goodwill.

11.3 Subject to clause 11.1, each Party's total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period is limited to the total Fees paid and payable by the School in the twelve (12) months before the event giving rise to the claim; except that EduLedga's aggregate liability for breach of the DPA or of clause 9 (confidentiality) is limited to two (2) times that amount.

12.1 EduLedga shall indemnify the School against third-party claims that the Platform, as provided by EduLedga, infringes the intellectual property rights of a third party in Nigeria, provided the School notifies EduLedga promptly, gives EduLedga control of the defence and cooperates.

12.2 The School shall indemnify EduLedga against third-party claims arising from School Data entered without a lawful basis, from the School's breach of clause 5, or from content published by the School on its School website.

13.1 EduLedga shall maintain insurance appropriate to its business, including cyber and professional indemnity cover where reasonably available, as required to be addressed in a DPA by Article 34(2)(r) GAID.

14.1 This Agreement starts on the Effective Date and continues Term by Term until terminated.

14.2 Either Party may terminate this Agreement with effect from the end of the current Term by giving at least fourteen (14) days' written notice before the start of the next Term.

14.3 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach which is not remedied within thirty (30) days of written notice; or (b) becomes insolvent, enters liquidation (other than for a solvent reorganisation), has a receiver or administrator appointed, or ceases business.

14.4 The School may terminate under the sub-processor objection mechanism in the DPA.

14.5 On termination: the School's licence ends; the School shall pay Fees accrued to the date of termination; the export and deletion provisions in clause 7.3 apply; and clauses 7, 8.3 (as to removal), 9, 11, 12, 16 and 17 survive.

15.1 Neither Party is liable for delay or failure caused by events beyond its reasonable control, including national grid or internet backbone failures, acts of government, strikes not involving its own staff, civil unrest, epidemics, flood or fire, or failure of a hosting data centre not caused by that Party. The affected Party shall notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either Party may terminate on written notice and the School shall receive a pro-rata refund of prepaid Fees for the unused part of the Term.

16.1 This Agreement and any non-contractual obligations arising from it are governed by the laws of the Federal Republic of Nigeria.

16.2 Escalation. The Parties shall first attempt to resolve any dispute through their senior representatives (for EduLedga, a founder; for the School, the Authorised Signatory) within thirty (30) days of written notice of the dispute.

16.3 Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, that is not resolved under clause 16.2 shall be referred to and finally resolved by arbitration under the Arbitration and Mediation Act 2023 ("AMA"). The seat of arbitration shall be Lagos, Nigeria. The tribunal shall consist of a sole arbitrator agreed by the Parties or, failing agreement within thirty (30) days of a written request, appointed in accordance with the AMA. The arbitration shall be conducted in English under the arbitration rules scheduled to the AMA. The award shall be final and binding on the Parties. The Parties may by agreement attempt mediation under the AMA before or during the arbitration.

16.4 Nothing in this clause prevents a Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, or limits any right to complain to the NDPC or another regulator.

17.1 Notices. Notices shall be in writing and sent by email: to EduLedga at hello@eduledga.com (copy ajieh.daniel@eduledga.com); to the School at the Authorised Signatory's email on the Platform. Email notices are deemed received on the next Business Day after sending, unless a bounce message is received.

17.2 Assignment. The School may not assign this Agreement without EduLedga's written consent. EduLedga may assign it to a successor to its business with notice to the School, provided the successor assumes all obligations including under the DPA.

17.3 Subcontracting. EduLedga may use sub-processors in accordance with the DPA and remains responsible for them.

17.4 Anti-bribery and compliance. Each Party shall comply with applicable anti-corruption laws, including the Corrupt Practices and Other Related Offences Act 2000, and shall not offer or accept any bribe in connection with this Agreement.

17.5 Entire agreement. This Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior discussions.

17.6 Variation. EduLedga may update this Agreement on at least thirty (30) days' notice for material changes; if the School objects, it may terminate under clause 14.2 before the change takes effect, and the previous version applies until then. Other variations require written agreement.

17.7 Severance, waiver and third parties. Invalid provisions are severed; failure to enforce is not a waiver; no third party has rights under this Agreement.

17.8 Stamp duty. Each Party shall bear any stamp duty payable by it under applicable law in respect of this Agreement.

17.9 Counterparts and electronic execution. This Agreement may be executed electronically and in counterparts.