Terms & Conditions

1. Introduction

These Terms govern the use of AkademicNest, a school management platform operated by [TO BE PROVIDED: legal entity name and registration number] ("AkademicNest", "we", "us").

AkademicNest provides schools with a hosted service for managing pupils, staff, academic records, results, attendance and related school operations, together with a public website for the school. Access is by subscription.

By registering a school, creating an account, signing in, or using any part of the platform, you agree to these Terms. If you do not agree, do not use AkademicNest.

2. Definitions

3. Acceptance of Terms

A School Administrator accepts these Terms by ticking the agreement box during registration, and each user accepts them again each time they sign in.

Where an individual accepts these Terms on behalf of a School, that individual confirms they are authorised to bind the School. A School is responsible for the acts and omissions of every user it creates.

4. Eligibility

AkademicNest is offered to educational institutions and to the individuals those institutions authorise. It is not offered directly to members of the public. Pupils and parents cannot register themselves; their accounts are created by their School.

Pupil accounts may belong to children. Those accounts are created and controlled by the School, which is responsible for having the authority to do so. See section 25 and the School Responsibilities Framework.

5. Ownership of the Platform

AkademicNest owns and retains all right, title and interest in the Platform, including its software, source code, database design, system architecture, infrastructure, user interface, visual design, features and branding. Third party and open source components remain the property of their owners and are used under their own licences.

A Subscription does not transfer ownership of anything. A School does not acquire the Platform, a copy of it, a share in it, or any right in its underlying technology by subscribing, by paying, or by using it for any length of time.

6. What a Subscription grants

Subject to these Terms and to a valid, active Subscription, AkademicNest grants the School a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform and its School Environment for the ordinary administration of that School, for as long as the Subscription remains active.

This is a right of access, not of ownership, and it ends when the Subscription ends.

7. School account responsibilities

A School is responsible for:

• the accuracy of everything entered into its Environment;
• creating, managing, suspending and removing its own users;
• deciding what each of its users may see and do, within the options the Platform provides;
• keeping credentials confidential and instructing its users to do the same;
• having lawful authority to record the personal information it enters, including information about children;
• telling AkademicNest promptly of any suspected unauthorised access to its Environment.

8. User account responsibilities

Every user must:

• keep their password confidential and not share their account;
• use the account only for the purpose their School provided it for;
• not attempt to access records belonging to another school, another pupil or another member of staff;
• report anything that appears to be a security problem rather than exploring it.

Where a School creates an account with a temporary password, the user must set a new password before the portal can be used for anything else.

9. Acceptable use

AkademicNest may be used for the administration of a School and the operation of its public website. Use materially outside that purpose is not permitted.

10. Prohibited activities

You must not:

1. copy, reproduce, republish or mirror the Platform;
2. reverse engineer, decompile or disassemble the Platform, except to the extent that applicable law expressly permits it despite this restriction;
3. resell, rent, sublicense, or provide the Platform as a service to any third party without our written authorisation;
4. build a competing product from the Platform's functionality, structure or design;
5. remove, obscure or alter any ownership, copyright or attribution notice;
6. probe, scan or test the security of the Platform, or attempt to access data belonging to another school, without our prior written permission;
7. use automated means to extract data at a scale beyond ordinary use;
8. upload anything unlawful, or any file intended to damage a system or gain unauthorised access to it;
9. upload personal information you have no lawful basis to hold;
10. use the Platform to harass, defame or endanger any person, including any pupil.

11. Subscription plans

AkademicNest currently offers three plans. The plan a School is on determines what it can access, and this is enforced by the Platform.

Basic Plan

Core school administration: pupils, staff, classes, attendance, examinations, results, result tokens, ID cards, facilities and school settings. Priced per pupil per term.

Standard Plan

Everything in Basic, plus computer based tests and test practice, parent and guardian accounts, events, news, the Job Portal, testimonials, co-curricular activities, the public school website, assignments, library, transport, hostel, finance, teacher diary and timetable. Priced per pupil per term.

Exclusive Plan

Everything in Standard, plus connecting the School's own custom domain.

Exclusive is not currently available for purchase. The plan and its features are available, but the Platform does not presently accept new subscriptions to it, so custom domains cannot currently be obtained. This may change without these Terms changing; the plan selection screen shows what can be purchased at any given time.

AkademicNest may change what a plan includes. Where a change removes something material from a plan a School is already on, we will give reasonable notice.

12. Payments

• Fees are shown on the plan selection screens at the time of subscribing.
• Payment is currently made by bank transfer, with proof of payment uploaded to the Platform. No card details are collected or stored by AkademicNest.
• An uploaded receipt is checked automatically for obvious problems and is then reviewed by a member of our team. Passing the automatic check is not approval.
• A Subscription becomes active only when the AkademicNest Team approves it. Until then, the School's administrative features remain locked.
• Fees exclude any taxes or bank charges unless stated otherwise.

Because receipts are reviewed manually, activation is not instant, and these Terms do not commit to a specific turnaround time.

13. Pupil capacity

Basic and Standard subscriptions include a set number of pupil places, fixed when the Subscription is approved.

• Capacity counts active pupils. Deactivating a pupil who has left releases their place.
• The Platform will not create or reactivate a pupil beyond the School's capacity.
• Exclusive is not sold per pupil and is not limited in this way.

14. Additional pupil capacity

A School may buy more places at any time by submitting a top up request with proof of payment. Approved top ups add to the existing allocation and do not reset or replace it. Top ups are reviewed in the same way as the original payment.

15. Suspension

AkademicNest may suspend a School's access, in whole or in part, where:

• the Subscription has lapsed, been rejected or not yet been approved;
• payment has not been received or cannot be verified;
• there is a credible security concern affecting that School or the Platform;
• these Terms are being breached;
• we are required to do so by law.

Where circumstances allow, we will tell the School what is wrong and how to put it right. Suspension does not by itself delete anything.

16. Termination

• A School may stop using AkademicNest at any time and may ask for its Environment to be removed.
• AkademicNest may terminate for a material breach that is not remedied after notice, or immediately where continuing would be unlawful or would endanger the Platform or its users.
• On termination, the right of access in section 6 ends.

Deletion of records after termination is governed by the Data Retention & Deletion Policy. A School should obtain a copy of anything it needs to keep before asking for deletion, and should note section 35.

17. School Content and data

A School retains its rights in School Content. AkademicNest does not claim ownership of a School's records, its pupils' information, its logo, its photographs or its website text.

AkademicNest holds and processes School Content in order to provide the service: storing it, displaying it to the users the School has authorised, generating documents from it (such as report cards, ID cards and results), backing it up, and resolving problems. The permission a School gives us is limited to that.

18. User data

Information about individual users, including staff, pupils and parents, is covered by the Privacy Policy and the School Responsibilities Framework. In summary, the School decides what is recorded about its people and who may see it, and AkademicNest provides and operates the system in which that happens.

19. Intellectual property

Sections 5, 6 and 10 set out the position. In addition:

• Feedback and suggestions you give us may be used to improve the Platform without obligation or payment, unless we agree otherwise in writing.
• AkademicNest's name and marks may not be used without permission, except to state factually that your School uses AkademicNest.

20. School Content licence

To operate the service, a School grants AkademicNest a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt in format, transmit and display School Content solely to provide, secure, support and maintain the service for that School, and to comply with the law.

This licence does not permit AkademicNest to use School Content for advertising, to sell it, or to make it available to any other school. It ends when the content is deleted, subject only to backups and legal holds described in the Data Retention & Deletion Policy.

21. Digital signatures

The Platform allows an authorised signer, being a School Administrator or a member of staff, to draw a signature. The signature is stored as an image and printed on documents such as report cards.

• A signature is always recorded against the account that drew it, based on the signed in session. It cannot be attributed to somebody else by altering a form.
• Each signer has one signature, and drawing a new one replaces the old one.
• A School must not use a signature belonging to any other school, or to any person who did not draw it.
• Drawing a signature is a deliberate act with consequences: a document bearing it will be treated as signed by that person. Do not draw a signature on another person's behalf.

Note. Anyone who has the address of a signature image can open it. See the Security & Data Handling Statement.

22. Academic records

Results, scores, grades, remarks, attendance, report cards and examination records are entered by the School and belong to it. AkademicNest does not alter academic content, does not decide grades, and does not verify accuracy.

A School is responsible for the correctness of every result it publishes. AkademicNest calculates totals, positions and grades from the scores and grading bands the School sets. If those inputs are wrong, the results will be wrong.

23. Public school websites

Schools on the Standard plan and above receive a public website within their Environment. Its content, including text, news, events, images, contact details and branding, is chosen by the School. The School is responsible for that content, including having the right to publish any photograph of any person.

The website is served from AkademicNest infrastructure at an AkademicNest address or, on the Exclusive plan, at the School's own domain. Hosting a School's website does not make its content ours.

24. Visitor submissions

Public school websites accept messages from visitors, including an enquiry form and a form for reporting a pupil's conduct outside school.

• A submission is sent to the school whose page it was sent from, based on the address of the page. A sender cannot direct it elsewhere.
• Submissions, and any files attached to them, are visible to that School's administrators.
• Do not send anything through these forms that you would not want the School to read.
• Reports about a pupil's conduct are handled by the School, not by AkademicNest. We do not investigate them and take no position on their content.

25. Privacy

The Privacy Policy explains what personal information the Platform handles and why. The School Responsibilities Framework explains how responsibility for it is shared between AkademicNest and the School.

26. Cookies

The Cookie & Browser Storage Policy lists what the Platform stores in a browser. Signing in requires a session cookie, and it cannot be refused without making the Platform unusable.

27. Security

The Security & Data Handling Statement describes the protections in place. No system is completely secure, and we do not claim otherwise.

A School must keep its own credentials safe. Many security incidents begin with a shared or reused password.

28. Third party services

The Platform relies on a small number of external services, listed in the Privacy Policy. Where information is passed to one of them, that provider's own terms and protections apply, and AkademicNest does not control how it is handled within their systems. We choose providers with care but cannot guarantee their conduct.

29. Service availability

AkademicNest is provided on a reasonable efforts basis. These Terms do not commit to a particular uptime percentage, and no service level agreement forms part of them unless separately agreed in writing.

30. Maintenance

We may take the Platform offline for maintenance. Where planned work is likely to cause disruption, we will try to give notice and to choose a quiet time. Urgent work, particularly security work, may take place without notice.

31. Disclaimers

To the fullest extent the law allows, and except where these Terms say otherwise, the Platform is provided "as is" and "as available". We do not warrant that it will be uninterrupted, error free, or fit for a particular purpose beyond its description.

Nothing in this section excludes any warranty, condition or right that applicable law does not permit to be excluded.

32. Limitation of liability

Subject to the paragraph below:

• Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.
• AkademicNest's total liability arising out of or in connection with these Terms in any twelve month period is limited to the fees paid by the School to AkademicNest in that period.

These limits do not apply to death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that applicable law does not permit to be limited or excluded, which, depending on the jurisdiction, may include certain liabilities under data protection law.

33. Indemnification

A School will indemnify AkademicNest against claims arising from:

• School Content it uploaded without the right to do so;
• its publication of material on its public website;
• its use of the Platform in breach of these Terms or of applicable law;
• its failure to obtain a permission or consent it was required to obtain.

This does not extend to anything caused by AkademicNest's own breach, negligence or unlawful act.

34. Account termination and closure

• A School Administrator may deactivate the School's own users at any time.
• A School cannot currently delete its own account or Environment from within the Platform. Removal is carried out by the AkademicNest Team on request. See the Data Retention & Deletion Policy.

35. Data retention

Records are retained while a Subscription is active and for the periods set out in the Data Retention & Deletion Policy. Academic records in particular may need to be kept for longer than a Subscription lasts, since a former pupil may request a transcript years later, and a School should decide its own retention period.

Please note. AkademicNest does not currently provide a feature for a School to export its records in bulk. A School that wants a copy of its data before leaving should contact us to arrange it and should allow time for this.

36. Data deletion

Deletion rights and their limits are set out in the Data Retention & Deletion Policy. In summary, deletion of a School Environment is permanent and cannot be reversed by AkademicNest once carried out, and requests from individuals about their own information are normally handled by the School.

37. Changes to the Platform

We may add, change or withdraw features. Where a change materially reduces what a School has paid for, we will give reasonable notice and, where appropriate, a pro rata refund for the affected period.

38. Changes to these Terms

We may update these Terms. The version number and "last updated" date at the top will change. Material changes will be notified through the Platform or by email to School Administrators before they take effect. Continuing to use AkademicNest after that constitutes acceptance.

39. Governing law

These Terms are governed by the laws of [TO BE PROVIDED: expected to be the Federal Republic of Nigeria].

40. Dispute resolution

The parties will first attempt to resolve any dispute in good faith through discussion. If that fails: [TO BE PROVIDED: the courts of a named jurisdiction, or an arbitration clause naming the seat, rules and language].

Nothing in this section prevents either party from seeking urgent injunctive relief, or a user from complaining to a data protection authority.

41. Contact

42. General

• Entire agreement. These Terms, together with the policies they refer to, are the whole agreement between the parties on their subject.
• Severability. If a provision is held unenforceable, the rest remains in effect.
• No waiver. Not enforcing a right on one occasion does not waive it.
• Assignment. A School may not assign these Terms without our consent. AkademicNest may assign them on a sale or reorganisation of its business, with notice.
• Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control.
• Survival. Sections 5, 10, 17, 19, 20, 31, 32, 33, 39 and 40 survive termination.