Terms of Service

Schools must be legally registered educational institutions, or authorised operators of such institutions (including management companies, trusts, proprietors, or NGO-operated schools).

Each school receives one dedicated subdomain (e.g., schoolname.msingi.io). This subdomain is unique, non-transferable, and tied to the school's registration. The School may not transfer it or use it to service multiple unrelated institutions without Msingi's written consent.

The School is solely responsible for maintaining the confidentiality and security of all administrator, teacher, student, and parent credentials. Msingi is not liable for unauthorised access or loss of data resulting from the School's failure to secure credentials or control access rights.

The School must provide accurate information during onboarding, including school name, physical address, country, type of institution, curriculum, and student count. Providing materially false information — including misrepresenting student counts for billing purposes — is grounds for immediate termination without refund.

The School must ensure all Authorised Users are made aware of, and agree to comply with, these Terms and the Msingi Privacy Policy before they access the Platform.

Msingi is offered on per-student, per-term pricing as set out in the pricing schedule at msingi.io/plans. The applicable tier and rate are agreed during the onboarding process. Schools on the Starter tier have access to core modules; Standard and Premium tiers unlock additional modules as described in the pricing schedule.

Subscription fees are invoiced at the start of each academic term based on the active enrolled student count as at the invoicing date, or as otherwise agreed in writing at onboarding. An invoice is issued to the school administrator email on record.

Payment is due within 14 days of the invoice date. Accepted payment methods include:

• M-Pesa Paybill (Safaricom)
• Bank transfer (Kenya Shillings to Msingi's designated account)
• Such other methods as Msingi may accept in writing from time to time

If an invoice remains unpaid after the due date, Msingi reserves the right to:

• (a)Issue a written reminder to the school administrator email;
• (b)Suspend platform access (read-only mode) until the outstanding amount is settled — the School retains the ability to export data during suspension;
• (c)Charge interest on overdue amounts at 2% per month (or the maximum rate permitted by applicable law, whichever is lower) calculated from the due date;
• (d)Terminate the subscription in accordance with Section 13 where the overdue amount remains unpaid for more than 60 days.

A one-time setup fee is charged at onboarding covering account configuration, initial data import assistance, and staff orientation. This fee is non-refundable once the onboarding process has commenced, regardless of whether the school proceeds to full subscription.

Msingi may revise subscription rates by providing at least 60 days' written notice before the start of the academic term to which the new rates apply. Continued use after the effective date of revised pricing constitutes acceptance.

All fees quoted are exclusive of applicable taxes including Value Added Tax (VAT), withholding tax, and any other levies as required by Kenyan law or the law of any other applicable jurisdiction. The School is responsible for paying all applicable taxes on amounts invoiced.

The School must use the Platform only for lawful educational management purposes and in compliance with all applicable laws, including the KDPA, the Basic Education Act, 2013, the Kenya Children's Act, 2022, and any laws applicable to the school's sector and jurisdiction.

The School is solely responsible for the accuracy, completeness, and currency of all School Data entered into the Platform. Msingi is not responsible for errors, regulatory penalties, or harm arising from inaccurate or incomplete data entry by the School or its Authorised Users.

The School, as Data Controller, is solely responsible for obtaining all necessary consents — including written parental or guardian consent for processing personal data of enrolled minor students — before uploading such data to the Platform. Msingi processes that data on the School's instruction only.

The School must ensure that platform access is granted only to legitimate Authorised Users. Sharing credentials between users, or granting platform access to individuals who are not enrolled students, staff, or verified parents/guardians of enrolled students, is prohibited.

The School and its Authorised Users must NOT:

• (a)Upload content that is unlawful, discriminatory, defamatory, or infringes any third-party intellectual property rights;
• (b)Attempt to access data belonging to other schools, exploit any platform vulnerability, or conduct penetration testing without Msingi's prior written authorisation;
• (c)Reverse-engineer, decompile, disassemble, or attempt to extract the source code or trade secrets of the Platform;
• (d)Use the Platform for purposes unrelated to legitimate school management — including conducting business activities for unrelated third parties through the Platform;
• (e)Misrepresent the number of enrolled students for the purpose of reducing billing amounts;
• (f)Use the Platform in any way that could damage, overload, impair, or disrupt the Platform or its infrastructure, or interfere with other schools' use;
• (g)Upload, store, or transmit malware, ransomware, scripts, or automated attack tools through the Platform;
• (h)Resell, sublicense, or provide access to the Platform to third parties not covered by the School's subscription;
• (i)Use the Platform to process or store data of individuals not enrolled in or employed by the School.

Schools operating in East African jurisdictions outside Kenya are responsible for ensuring their use of the Platform complies with applicable local data protection and education legislation, including the Uganda DPPA 2019, Tanzania PDPA 2022, Rwanda Law No. 058/2021, and any local ministry of education regulations.

Msingi retains all intellectual property rights in the Platform, including all software, source code, algorithms, interfaces, design elements, documentation, and improvements thereto, whether or not patentable or registerable. These Terms grant the School a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely during the Term for the School's own school management purposes.

The School retains full ownership of all School Data. Msingi acquires no ownership interest in School Data by virtue of hosting or processing it. Upon termination, School Data is made available for export for 30 days before permanent deletion as described in Section 13.

The School grants Msingi a limited, royalty-free licence to access, process, and store School Data solely for the purpose of delivering the contracted Platform services. This licence ends upon deletion of the School Data following termination.

If the School or its users provide suggestions, feature requests, or feedback regarding the Platform, Msingi may incorporate such feedback into the Platform without obligation, attribution, compensation, or restriction. The School waives any claim to intellectual property rights in such feedback.

Msingi may use aggregated, anonymised, and de-identified data derived from Schools' use of the Platform (such as feature usage statistics, performance metrics, and aggregate usage patterns) for the purpose of improving the Platform. Such data contains no personal data and cannot be used to identify any individual student, parent, teacher, or school.

Msingi targets 99.9% monthly uptime for the Platform. Planned maintenance will be communicated at least 48 hours in advance where operationally feasible. Unplanned outages will be addressed as promptly as technically practicable. The uptime calculation excludes scheduled maintenance windows, internet connectivity issues outside Msingi's infrastructure, and Force Majeure events.

To the maximum extent permitted by applicable law, the Platform is provided "as is" and "as available". Msingi expressly disclaims all warranties, express or implied, including but not limited to:

• (a)Implied warranties of merchantability or fitness for a particular purpose;
• (b)Warranties that the Platform will be entirely error-free, uninterrupted, or free from security vulnerabilities;
• (c)Warranties that the Platform will meet any specific requirements of the School beyond the documented features;
• (d)Warranties regarding the accuracy of any data analytics, projections, or reports generated by the Platform based on School Data.

The Platform integrates with third-party services including Safaricom's M-Pesa payment infrastructure. Msingi is not responsible for downtime, transaction failures, delays, or errors originating from Safaricom's systems or any other third-party service provider. The School agrees that M-Pesa payments are subject to Safaricom's own terms and conditions.

The Platform requires stable internet connectivity. Msingi is not liable for degraded performance or unavailability caused by the School's internet service provider, power infrastructure, local network issues, or regulatory-imposed internet restrictions in the School's jurisdiction.

To the maximum extent permitted by applicable law, Msingi's total cumulative liability to the School arising from or related to these Terms or the School's use of the Platform — whether based in contract, tort (including negligence), statute, equity, or any other legal theory — shall not exceed the total subscription fees paid by the School to Msingi in the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall Msingi be liable for:

• (a)Indirect, incidental, special, consequential, exemplary, or punitive damages;
• (b)Loss of profit, revenue, goodwill, anticipated savings, business opportunity, or contracts;
• (c)Loss of, corruption of, or inability to recover data — provided Msingi maintains its standard backup practices;
• (d)Errors, omissions, or regulatory penalties arising from inaccurate data entered by the School or its Authorised Users;
• (e)Damages resulting from M-Pesa downtime, Safaricom infrastructure failures, or disputes between the School and parents regarding fee transactions;
• (f)Damages caused by Force Majeure events, internet provider failures, or power infrastructure failures;
• (g)Damages arising from the School's failure to comply with KDPA or applicable data protection law in its capacity as Data Controller.

Nothing in these Terms excludes or limits liability for:

• (a)Death or personal injury caused by Msingi's negligence;
• (b)Fraud or fraudulent misrepresentation by Msingi;
• (c)Any liability that cannot be excluded or limited under applicable law in Kenya or the School's jurisdiction.

These Terms commence on the date the School completes the onboarding process and continues until terminated in accordance with this section.

The School may terminate its subscription at any time by providing 30 days' written notice to support@msingi.io. Termination does not entitle the School to a refund of any fees already paid for the current term.

Msingi may terminate the School's access immediately upon written notice if:

• (a)The School materially breaches these Terms and fails to remedy the breach within 14 days of written notice from Msingi;
• (b)The School engages in fraudulent activity, including misrepresentation of student counts;
• (c)The School's use of the Platform creates material legal liability or regulatory risk for Msingi;
• (d)The School's use of the Platform causes harm to other schools on the Platform or to the integrity of the shared infrastructure.

Msingi may terminate the subscription if fees remain unpaid more than 60 days after the due date, following the suspension procedure described in Section 5.4.

The following sections survive termination: Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 15 (Governing Law and Disputes), and any payment obligations accrued before termination.

Msingi may update these Terms from time to time. For material changes (those that reduce the School's rights, increase the School's obligations, or significantly alter the commercial terms), Msingi will:

• Send written notice to the school administrator email address on record at least 30 days before the changes take effect;
• Clearly identify what has changed and why;
• Provide an opportunity to raise objections before the effective date.

Continued use of the Platform after the effective date of updated Terms constitutes acceptance. If the School does not accept a material change, it may terminate the subscription by providing notice before the effective date in accordance with Section 13.2.

Msingi may update, add, modify, or discontinue Platform features and modules. Where a feature central to the School's subscribed tier is permanently removed, Msingi will provide at least 60 days' notice and, where appropriate, a proportional subscription credit or an alternative feature offering. Minor updates, bug fixes, and security patches may be applied without notice.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Kenya.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, the parties agree to first attempt to resolve the matter through good-faith written negotiation. Either party may initiate the process by sending a written notice of dispute to the other party. The parties shall attempt to resolve the dispute within 30 days of the notice date.

If the parties fail to resolve the dispute within 30 days of the written notice (or such longer period as agreed in writing), the dispute shall be finally resolved by binding arbitration administered by the Nairobi Centre for International Arbitration (NCIA) in Nairobi, Kenya, in accordance with the NCIA Rules in effect at the time. The arbitration shall be:

• Conducted in the English language;
• Before a sole arbitrator unless the claim exceeds KES 5,000,000, in which case a panel of three arbitrators shall be convened;
• Confidential — neither party shall disclose the existence, content, or outcome of the arbitration without the other's consent, except as required by law.

Notwithstanding Section 15.3, either party may seek emergency injunctive relief or other provisional remedies from the Kenyan courts (High Court or Environment and Land Court, as appropriate) without first exhausting the negotiation or arbitration process. Seeking such relief shall not waive the right to arbitration on the underlying dispute.

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between the parties regarding the Platform and supersede all prior negotiations, representations, warranties, and agreements, whether oral or written. No verbal representation made by any Msingi employee or agent modifies these Terms unless confirmed in writing.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the original. All other provisions shall remain in full force and effect.

Failure by either party to enforce any provision of these Terms, or to exercise any right hereunder, shall not constitute a waiver of that provision or right, nor prevent enforcement of that provision or right on any future occasion.

The School may not assign, transfer, or novate any rights or obligations under these Terms to any third party without Msingi's prior written consent. Msingi may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or reorganisation, provided the successor entity assumes all Msingi's obligations to the School under these Terms.

Neither party shall be liable to the other for delays or failures in performance resulting from a Force Majeure event, provided that the affected party: (a) promptly notifies the other party; (b) takes all reasonable steps to minimise the impact; and (c) resumes performance as soon as the Force Majeure event ceases. If a Force Majeure event continues for more than 60 days, either party may terminate the affected subscription on 14 days' notice without penalty.

Legal notices under these Terms must be delivered by email to:

Notices sent by email are effective on transmission, provided no delivery failure notification is received by the sender within 24 hours.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between Msingi and the School.

These Terms are drafted in the English language. In the event of any translation into another language, the English version shall prevail to the extent of any inconsistency.

The School's electronic acceptance of these Terms during the onboarding process, whether by clicking "I agree," completing the registration form, or accessing the Platform, constitutes a valid and binding electronic signature in accordance with the Kenya Information and Communications (Electronic Certification and Domain Administration) Regulations, 2010.