Terms of Service

1. Who these terms are between

These terms are an agreement between TOCEL Enterprise Ventures Ltd, a company incorporated in Nigeria (RC 8898939) with its registered office at 35, Off Ossai Street, Behind Karika Fuel Station, Otokutu, Delta State, trading as Tocademy (we, us, the Company), and the school or educational institution named at registration or in a signed order form (the School, you).

By ticking "I agree" on the registration form, or by signing our agreement, the person acting confirms that they are authorised to bind the School, and the School is bound from that moment. We record the date, time and version of the terms accepted against the School's account.

2. The service

The Tocademy platform (the Platform) is a hosted school-management service: the software, websites, dashboards, portals and applications we operate. Depending on the School's package and on whether a feature has been released and switched on, the services (the Services) may include school administration, pupil records, admissions, attendance, assessments and examinations, results and report cards, fee collection, the school website, parent, pupil, teacher and administrator portals, communication, finance, accounting, human resources and payroll, and related reports.

The Platform is a service, not a sale of software. A feature is part of the School's subscription only when it is listed for the School's package and live on the Platform; mobile applications, AI tools and other developing features are included only when we make them available. We will not describe a feature that has not been released as available.

3. Your account and your right to use the Platform

You must give accurate registration details and keep them current. Registration is complete when the email address given is verified; we then issue the School a School ID and a web address of its own.

While the School's subscription is in good standing we grant it a limited, non-exclusive, non-transferable right to use the Platform for its own educational and administrative work. The School chooses its administrators and users and is responsible for them — staff, parents, pupils and applicants — and for what they do with their accounts. Each person should have their own sign-in: keep passwords and one-time codes private, do not share a sign-in, remove access from people who leave, and tell us at once if you believe an account has been compromised.

4. Acceptable use

You must not, and must not allow your users to:

• use the Platform for anything unlawful, or to store or send unlawful, defamatory or abusive content;
• sell, sublicense or provide access to the Platform to anyone else, or resell it as a service of your own;
• copy, reverse engineer or exploit the Platform's code, except where a law you cannot contract out of allows it;
• attempt to access another school's records, accounts or web address, or probe, scan or test the Platform's security without our written permission;
• upload malicious code, impair the Platform's security or operation, or try to get round a restriction or suspension;
• send messages through the Platform to people who have not agreed to receive them from the School.

5. The free-access period

A School joining a paid package is given an introductory free-access period of 90 days from the day the trial is activated, during which no subscription fee is charged, unless the School's signed agreement says otherwise. The end date is shown when the trial starts and recorded against the School's account, and that record decides when it ends. The trial covers only the features made available for it; payment-gateway charges, SMS units, AI credits, domain charges and other add-ons are not included. It does not waive fees after it ends, and no card or bank account is ever charged automatically.

When the free-access period ends without payment, the account becomes read-only straight away for 30 days: the School can still view and export its records and pay, but cannot change them. If the invoice is still unpaid when those 30 days end, the account is restricted to paying, receipts and exporting records. Nothing is deleted at either step. The grace periods in section 9 apply to renewals of a paid term, not to the end of the free-access period. Full access returns when the School pays the first invoice of its paid package or, if it is eligible, chooses the Free package. The School is never moved to another package without choosing it.

6. Packages, prices and who is billed

We offer Free, Basic, Standard, Professional and Enterprise packages, with the features, staff, campus and storage limits shown on the pricing page. Which packages a School is eligible for depends on its number of pupils, as the pricing page shows; any School may choose a higher package. Prices are charged per pupil, per term. The prices and eligibility limits in force are those on the pricing page when the invoice is generated, or in the School's signed agreement where it sets its own.

A paid package is charged on every billable pupil: each pupil on the School's roll for the session who is active or suspended, including one admitted but not yet placed in a class, when the invoice is generated. Withdrawn and graduated pupils are not billed, provided their status is recorded before the invoice. The Platform's count at that moment is the billing record, unless it is shown to be wrong. Paid packages carry no free allowance.

Where a School has not yet set up its academic year or roll, its first invoice is based on the number of places the School names, with a minimum of 50. During a paid term a School cannot enrol beyond the places it has paid for: it buys extra places first, at the term rate, and they are usable once paid. Places that go unused, and pupils who leave during a term, earn no credit or refund for that term.

The School must keep pupils' statuses accurate. We may make a reasonable, proportionate check of the School's records to find pupils deliberately left off the Platform, and invoice proven omissions at the applicable rate. The School may challenge a counting error.

7. Changing package during a term

An upgrade takes effect when the Company confirms it and any charge is paid. It costs the new package's full term price for the School's pupils, less the subscription fees already paid for the same term; if those fees already cover it, the upgrade is immediate. A downgrade takes effect at the start of the next term, if the School meets the lower package's limits. No credit or refund is given for a downgrade, or for a fall in pupil numbers, during a term, except where the law requires it.

8. Price changes

We may review subscription fees, transaction fees and add-on prices. We give the School at least 30 days' notice of a change, by email to its registered address or on its dashboard, stating what changes and when. A term already invoiced is never repriced. A School that does not accept an increase may end the agreement under section 22.

9. Invoices, tax and grace periods

Subscription invoices are issued in Naira through the Platform and are payable through the payment methods it offers. Payment is complete when the funds have cleared. Fees exclude VAT, which is added at the lawful rate shown on each invoice. If the School lawfully deducts withholding tax it must send the credit note or certificate within 30 days of paying, or the amount withheld remains due. Bank, gateway and transfer charges on the School's own subscription payments are the School's. An undisputed amount may not be withheld because another amount is disputed, and both parties will correct genuine invoice errors promptly. Fees for an invoiced period are payable even if the School pays late or does not use the paid features, unless the agreement has been ended under section 22.

After a paid term ends, the School keeps full access while it renews for a grace period of 30 days on Free, Basic and Standard, 45 days on Professional and 60 days on Enterprise. A grace period does not cancel the amount owed.

10. Late payment and restriction

An undisputed amount still unpaid after it falls due may attract simple interest at two per cent (2%) per month for the time it remains outstanding, to the extent the law allows. We may also recover our reasonable, evidenced costs of collecting it, without recovering the same loss twice.

When a grace period ends, when a free-access period ends unpaid (section 5), or for material non-payment, we may restrict the account to paying invoices, the Platform's permitted exports and the administration needed to bring the roll up to date, and may suspend website, payment or other ancillary features. Before a discretionary suspension for ordinary non-payment or a breach that can be put right we will normally give 14 days' written notice. Restriction or suspension does not delete the School's records and does not cancel what is owed.

11. Collecting fees from parents

Online collection of school fees, admission charges and other payments from parents is optional. It starts only after the School opts in, completes the payment processor's checks, nominates a verified settlement account and accepts the transaction-fee schedule shown to it, which records the version accepted, by whom and when. Payments are processed by a licensed processor — Paystack, or Flutterwave where switched on — under its own terms, and paid out to the School by that processor. We are not a bank and do not hold the School's funds.

Refunds can be requested within 60 days of the payment, subject to the processor's rules. On a full refund the original transaction charges are the School's. The School must answer payment disputes and chargebacks within the processor's time limits, and bears a chargeback finally lost on money already paid out to it. Where the processor and the Platform support it we may deduct amounts the School owes us from later settlements, with a settlement record; otherwise we invoice them. The School must not route payments round the agreed flow to avoid the Platform's charges, and is responsible for cash, transfers and other payments it records itself.

12. Website, branding and extras

The school website, its address and the School's branding are provided as the package includes them; an external domain, premium hosting and custom development are charged separately where offered. We own our templates and technology; the School keeps its own content and marks and confirms it may publish what it supplies.

SMS units, AI credits and other consumables are sold separately at the price shown before purchase and, once used or issued, are not refundable except where the law requires. A custom SMS sender name is charged only where it is enabled and its price accepted. Custom development, bespoke onboarding and premium support need a separate written quote.

13. Exams, results and monitoring

We provide the tools for quizzes, tests and examinations; the School decides the questions, grading rules, eligibility and results. Where webcam photos or other exam monitoring is switched on, the School must give the required notices and obtain any consent needed from parents or guardians before photographs of pupils are taken. No monitoring tool can guarantee that every breach of exam rules is detected.

14. The School's records and privacy

Everything the School enters on the Platform belongs to the School. Under the Nigeria Data Protection Act 2023, the School is the data controller of that information and we process it as its data processor, on its instructions and as our Privacy Policy describes. The School is responsible for its lawful basis, its privacy notices, and any consent needed for the children in its care; we assist with requests from the people concerned. We do not send identifiable pupil information to AI model providers.

15. Security and emergency suspension

We apply reasonable technical and organisational safeguards and restrict access to the School's records to the people who need it. We may restrict or suspend access at once, without prior notice where notice would increase the risk, to stop suspected fraud, unlawful processing, serious security harm or a breach of the law, and will explain why when it is safe to do so. The School is responsible for its users' acts within its control, but not for a breach caused only by our failure to keep the Platform reasonably secure.

16. Availability, backups and support

We use commercially reasonable efforts to keep the Platform running, but do not promise a fixed uptime or uninterrupted, error-free service unless a separate signed service-level agreement says so. The Platform may be interrupted by maintenance, power, network or provider failures, security incidents and events outside our control; we give notice of planned maintenance where practicable. Our backups are for recovering the Platform, not a separate archive for the School, so the School should export the records it relies on regularly. Support is by email at the address in section 28, during Nigerian business hours.

17. Intellectual property and feedback

The Platform, its software, designs, databases, documentation and marks belong to us or our licensors; nothing in these terms transfers them to the School. The School keeps its own records and materials and gives us only the rights needed to host, process, display and back them up to provide and protect the Services. We may use suggestions the School sends us to improve the Platform. Unless the School tells us in writing not to, we may name the School and show its public logo in a factual list of schools that use Tocademy, without implying endorsement and never with pupil information.

18. Confidentiality

Each party keeps the other's non-public business, technical, pricing, security, pupil and financial information confidential and uses it only for this agreement, sharing it only with staff, advisers, contractors and sub-processors who need it and are bound to keep it confidential, or as a court, regulator or law requires. This does not cover information that is public, already lawfully known or independently developed, and it continues after the agreement ends.

19. Liability

Neither party is liable to the other for indirect or consequential loss, lost profit, revenue, goodwill or opportunity, or loss or corruption of data, except where the loss or corruption is caused by a breach of section 14 (records and privacy) or section 15 (security), which this exclusion does not limit. Our total liability for all claims in any rolling twelve months is limited to the subscription fees the School paid us in the twelve months before the event giving rise to the claim; money passing through a payment processor is not a subscription fee. Claims against us must be brought within twelve months of the claimant knowing the facts, where the law allows. Nothing in these terms limits liability for fraud or wilful misconduct, payments properly due, data-protection obligations, or anything else the law does not allow to be limited. Decisions about pupils, results, fees and staff remain the School's.

20. Indemnity

The School will indemnify us against reasonable third-party claims and losses that result directly from its material breach, unlawful use, infringing content, unlawful fee collection, academic decisions, knowingly inaccurate data, or failure to give required privacy notices or obtain required consent, to the extent the law allows. This does not apply to losses caused by our own negligence, misconduct or breach. We will tell the School promptly about a claim and will not settle it on terms that bind the School without its consent, which it will not unreasonably withhold.

21. Changes to the Platform

We may improve, replace, add or withdraw features for security, development, operational or commercial reasons, and give reasonable notice where a change materially affects a core paid service. A new feature joins the School's subscription only when it is listed or switched on for its package; optional new services may carry their own price and terms.

22. Term, ending the agreement and the School's data

This agreement runs from acceptance until it is ended. Paid subscriptions are invoiced by term. Either party may end it for convenience by giving at least 30 days' written notice; fees for the current term and the notice period remain payable, and no pro-rata refund is due because the School leaves, shrinks or stops using the Platform during a paid term, except where the law requires. We may also end it for material breach, fraud, unlawful use, a serious security compromise or non-payment, normally after allowing 14 days to put right a breach that can be put right.

When the agreement ends, the School's users can no longer sign in, and any outstanding amount becomes payable. The School should export the records it needs before the end date using the Platform's reports and downloads. For 30 days afterwards we will provide the School's records on written request in the Platform's standard export formats, after verifying the request; other formats or migration work are by separate agreement.

After that, we keep the School's records only for lawful purposes — accounting and tax records, disputes, security and our legal obligations — and do not delete them merely because the agreement ended. A School that wants its records erased writes to us; we carry out the erasure as a recorded action, keeping only what the law requires and taking account of legal holds and time-limited recovery backups, as the Privacy Policy explains.

23. Non-exclusivity, staff and transfer

This agreement is non-exclusive. During it and for twelve months after, the School will not directly solicit for employment anyone employed or engaged by us who worked materially on its account, without our written consent; general advertising is not solicitation. The School may not transfer this agreement without our consent, which we will not unreasonably withhold. We may transfer it in a restructuring, merger, sale or to an affiliate, keeping the School's rights intact.

24. Disputes and governing law

These terms are governed by the laws of the Federal Republic of Nigeria. The parties will first try to settle a dispute through good-faith discussion between authorised representatives within 14 days of written notice of it. A dispute not settled that way will be finally resolved by arbitration under the Arbitration and Mediation Act 2023, before a single arbitrator, seated in Delta State, Nigeria, and conducted in English. Either party may still ask a court for urgent interim protection, and we may apply to a competent court in Delta State, Nigeria to recover an undisputed debt or protect our intellectual property. Courts of competent jurisdiction in Delta State, Nigeria also enforce arbitral awards.

25. Which document applies, and changes to these terms

A signed agreement, its order form and schedules, and a transaction-fee schedule the School has accepted take precedence over this page where they differ; this page then fills any gap. A later amendment signed by both parties that names the clause it changes overrides them all.

We may change these terms by giving at least 30 days' notice to the School's registered email address and on its dashboard. Continued use after the change takes effect is acceptance where the law allows; a change that needs the School's express consent does not bind it until it consents. No change increases fees for a term already invoiced. The date at the top of this page shows when it last changed.

26. Notices

Formal notices go to the email addresses each party has given — for the School, its registered address; for us, the address in section 28 — or to a new address notified in writing. An emailed notice is received when sent without an error message. Operational messages may also be shown on the dashboard; a termination, demand or dispute notice is always sent by email as well.

27. Events outside our control, and general terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as major power, telecoms, cloud or payment-network outages, natural disasters, civil disorder, cyber incidents not caused by a lack of reasonable safeguards, or a change in the law; this does not excuse payments already due. Provisions on unpaid fees, intellectual property, confidentiality, privacy, liability, indemnity, disputes and notices survive the end of the agreement. If a provision is invalid, the rest still applies. A waiver must be in writing. The parties are independent contractors. An agreement may be signed in counterparts or electronically.

28. Contact

TOCEL Enterprise Ventures Ltd, 35, Off Ossai Street, Behind Karika Fuel Station, Otokutu, Delta State, Nigeria. Questions about these terms: info@tocel.ng.