Skoolara Terms of Service

Effective date: 6 July 2026

These Terms of Service ("Terms") govern use of the Skoolara platform ("Skoolara", "the platform") provided by Teleios IT Consulting (Pty) Ltd (Registration No. 2025/487193/07), a private company duly incorporated in the Republic of South Africa, operating the Skoolara platform ("Teleios", "we", "us", "our"). The Terms apply both to the school that subscribes to Skoolara (the "Customer" or "School") and to end users of the platform — principals, teachers, administrative staff, parents, guardians and learners ("Users"). These Terms are subject to the provisions of the Protection of Personal Information Act 4 of 2013 ("POPIA"), the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), the Consumer Protection Act 68 of 2008 ("CPA"), the Children's Act 38 of 2005, and all other applicable legislation of the Republic of South Africa.

By subscribing to, accessing or using the platform, the School and each User expressly accepts and agrees to be bound by these Terms. The School warrants that it has the necessary authority to bind its Users to these Terms.

1. Acceptance of terms

1.1. These Terms, together with the Operator Agreement / Data Processing Addendum and any subscription order form between the School and Skoolara (collectively, the "Agreement"), form the complete agreement between the School and Skoolara. In the event of any conflict between these Terms and the order form, the order form shall prevail to the extent of the conflict.

1.2. Users accept these Terms when they first access the platform. Where a User is a minor (a person under the age of 18 years), access is enabled by the School on the basis of the prior consent of a competent person as contemplated in section 35 of POPIA and section 10 of the Children's Act 38 of 2005 (see clause 5).

1.3. If you do not accept these Terms, you may not use the platform.

2. Account roles

Skoolara supports the following account roles. Access to features and data is strictly role-based:

• Principal / School Administrator. Full administrative control of the school's account, including user management, configuration, and export of data.
• Teacher. Access to the learners in their classes and to tools for recording attendance, marks, homework and messages.
• Parent / Guardian. Access to the records of the child or children linked to their account, and to messaging with teachers and the school.
• Learner / Student. Age-appropriate access to their own records, assignments and messages. Access may be restricted by parental or school settings.
• Support staff (Skoolara). Limited access on a need-to-know basis for support, subject to audit logging.

Each User is responsible for keeping their credentials confidential and for activity carried out under their account.

3. Permitted use

3.1. Users may use the platform only for the purpose of operating, participating in, or supporting the educational activities of the subscribing school.

3.2. Users must comply with all applicable laws, including POPIA, ECTA, the CPA, the Children's Act 38 of 2005, the South African Schools Act 84 of 1996, and any provincial education regulations.

4. Prohibited use

Users and the School may not, and may not permit others to:

• scrape, harvest, or systematically extract personal information from the platform other than through authorised export features;
• attempt to re-identify any learner or other person from anonymised data;
• upload to the platform any content relating to a child for which the uploader does not have appropriate authorisation from the child's parent or guardian;
• upload unlawful, defamatory, harassing, sexually explicit, violent or otherwise harmful content;
• use the platform to send direct marketing to children;
• reverse-engineer, decompile, or attempt to derive the source code of the platform, except to the extent expressly permitted by law;
• attempt to gain unauthorised access to any account, system or data;
• interfere with the operation of the platform, including by denial-of-service attacks or uploading malware;
• use the platform to train external machine-learning or artificial-intelligence models with personal information, other than features provided by Skoolara itself on the documented instructions of the School.

Skoolara may suspend or terminate access in the event of material breach of this section.

5. School responsibilities

The School, as the Responsible Party under POPIA (and, where relevant, the Controller under GDPR), is responsible for:

5.1. Lawful basis and consent. Ensuring that it has a lawful basis for processing personal information on the platform, including obtaining and recording the prior consent of a competent person (as defined in POPIA s35 read with section 10 of the Children's Act 38 of 2005) for any processing of children's personal information that relies on consent. The School shall maintain a verifiable record of each such consent. Skoolara shall provide reasonable in-platform tools and workflows to assist the School in obtaining, recording and managing parental or guardian consent, and in facilitating the withdrawal of such consent.

5.2. User management. Creating, managing and de-provisioning user accounts; ensuring that only authorised persons have access; promptly disabling accounts when staff leave or a learner is no longer enrolled.

5.3. Data accuracy. Keeping learner and parent information accurate and up to date.

5.4. POPIA compliance. Fulfilling its own obligations under POPIA as Responsible Party, including information-officer registration, data-subject requests, breach notification to the Information Regulator where required, and statutory reporting.

5.5. Fit-for-purpose use. Using the platform only for the educational and administrative purposes for which it is provided, and not for unrelated commercial exploitation of personal information.

5.6. Acceptable-use enforcement. Enforcing an acceptable-use policy with its own staff, learners and parents consistent with these Terms.

6. Operator (Skoolara) responsibilities

Skoolara will:

6.1. Process personal information only on the documented instructions of the School, except where otherwise required by law.

6.2. Maintain a reasonable level of availability of the platform, targeting 99.5% monthly uptime excluding scheduled maintenance, beta features, and force-majeure events. Specific service-level commitments may be set out in an order form or service-level schedule.

6.3. Implement and maintain appropriate technical and organisational security measures (see the Operator Agreement for detail).

6.4. Notify the School as soon as reasonably possible (and in any event within 72 hours of becoming aware) of any personal-information security compromise affecting the School's data, in accordance with section 22 of POPIA. The 72-hour period is a contractual maximum and does not derogate from the obligation to notify as soon as reasonably possible. Skoolara shall co-operate with the School in notifying the Information Regulator and affected data subjects where required by POPIA.

6.5. Assist the School in responding to data-subject requests and in meeting its obligations under POPIA and GDPR.

6.6. Maintain an up-to-date list of sub-processors and notify the School in advance of changes.

7. Intellectual property

7.1. Skoolara platform. Skoolara and its licensors retain all rights, title and interest in the platform, including all software, user interfaces, documentation, branding and know-how. Subject to these Terms, Skoolara grants the School and its Users a non-exclusive, non-transferable, revocable right to access and use the platform during the subscription term.

7.2. School content. The School retains ownership of all content it and its Users upload to the platform ("School Content"). The School grants Skoolara a limited licence to process School Content solely to provide the platform.

7.3. Feedback. If a User or the School voluntarily provides suggestions, ideas or feedback regarding the platform ("Feedback"), the User or School grants Skoolara a non-exclusive, royalty-free, perpetual, irrevocable licence to use, reproduce and incorporate such Feedback solely for the purpose of improving and developing the platform. For the avoidance of doubt, Feedback does not include personal information (as defined in POPIA) or confidential information, and this clause does not transfer ownership of any intellectual property to Skoolara.

8. Fees and payment

8.1. Fees, billing frequency and payment terms are set out in the School's order form or subscription agreement.

8.2. Late payment may result in suspension of the platform after reasonable notice.

8.3. Skoolara may increase fees at renewal on reasonable prior written notice (at least 60 days).

9. Warranties, disclaimers and limitation of liability

9.1. Service warranty. Skoolara warrants that it will provide the platform with reasonable skill and care and substantially in accordance with the applicable order form and the availability commitment in clause 6.2.

9.2. Disclaimer of other warranties. Except as expressly stated in clause 9.1, and to the maximum extent permitted by applicable South African law, the platform is provided on an "as is" and "as available" basis. Skoolara disclaims all other warranties, representations, terms and conditions, whether express or implied, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. Skoolara does not warrant that the platform will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that it will meet the School's particular requirements. Nothing in this clause excludes or limits: (a) any warranty, right or remedy implied by the Consumer Protection Act 68 of 2008 (including sections 54, 55 and 56) where and to the extent that Act applies; (b) any right conferred on the School or a User under the Electronic Communications and Transactions Act 25 of 2002; or (c) any other warranty, right or remedy that cannot lawfully be excluded or limited under the laws of the Republic of South Africa.

9.3. To the maximum extent permitted by law, Skoolara's aggregate liability to the School under or in connection with the Terms, whether in contract, delict (tort) or otherwise, shall not exceed the fees paid by the School to Skoolara in the 12 months preceding the event giving rise to liability.

9.4. Neither party is liable for indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of business, loss of goodwill or loss of data (except to the extent that loss of data results from a party's breach of its security obligations). This exclusion does not apply to damages arising from a party's gross negligence or wilful misconduct.

9.5. Nothing in these Terms excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence;
• a party's indemnification obligations; or
• any liability that cannot lawfully be excluded or limited (including under the Consumer Protection Act 68 of 2008).
• gross negligence or wilful misconduct;
• a breach of a party's obligations under POPIA that results in a security compromise; or

10. Indemnities

10.1. The School indemnifies Skoolara against claims arising from:

• content uploaded by the School or its Users in breach of these Terms;
• the School's failure to obtain appropriate parental consent; or
• use of the platform in breach of applicable law.

10.2. Skoolara indemnifies the School against claims that the platform, as provided and used in accordance with these Terms, infringes a third-party intellectual-property right.

11. Suspension

Skoolara may suspend access to the platform where:

• the School is in material breach of these Terms and has failed to remedy the breach after reasonable notice;
• continued operation poses a security risk; or
• suspension is required to comply with law or the order of a competent authority.

12. Termination

12.1. Either party may terminate a subscription for material breach by the other party that is not remedied within 30 days of written notice.

12.2. The School may terminate at the end of the subscription term in accordance with the order form.

12.3. Skoolara may terminate on 90 days' notice if it ceases to offer the platform generally.

13. Data return and deletion on termination

13.1. On termination or expiry of the subscription, the School may export its data through the platform's export features for a period of 30 days after the effective date of termination.

13.2. After that period, Skoolara will delete the School's personal information from production systems within 30 days, and from backups within the applicable backup-retention window, except where retention is required by law.

13.3. On request, Skoolara will provide the School with written confirmation that deletion has occurred.

14. Confidentiality

Each party will keep confidential information of the other party confidential and use it only to perform its obligations under these Terms. This obligation survives termination for a period of five (5) years, except for personal information, which is governed by the Privacy Policy and the Operator Agreement.

15. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural disasters, load-shedding beyond designed resilience, war, civil unrest, government action, or failure of upstream infrastructure providers, provided that the affected party takes reasonable steps to mitigate.

16. Governing law and jurisdiction

16.1. These Terms are governed by the laws of the Republic of South Africa.

16.2. The parties submit to the exclusive jurisdiction of the competent courts of the Republic of South Africa.

16.3. In the event of any dispute arising out of or in connection with these Terms (a "Dispute"), the parties shall first attempt to resolve the Dispute by good-faith negotiation between senior representatives of each party within fifteen (15) business days of written notice of the Dispute.

16.4. If the Dispute is not resolved by negotiation within the period referred to in clause 16.3, either party may refer the Dispute to mediation administered by the Arbitration Foundation of Southern Africa ("AFSA") or such other mediator as the parties may agree. The costs of mediation shall be shared equally between the parties.

16.5. If the Dispute is not resolved by mediation within thirty (30) days of referral, either party may refer the Dispute to arbitration in accordance with the rules of AFSA, to be held in Johannesburg in English before a single arbitrator. The arbitrator's award shall be final and binding on the parties, and may be made an order of any competent court. Nothing in this clause prevents a party from seeking urgent interim relief from a court of competent jurisdiction.

17. Changes to these Terms

17.1. Skoolara may update these Terms from time to time. Material changes will be notified to the School in writing at least 30 days before they take effect. Material changes shall not take effect unless the School has provided its express written consent to such changes. For the avoidance of doubt, non-material amendments (such as corrections of typographical errors or formatting changes) may take effect upon notice.

17.2. If the School does not accept a material change, the School may terminate the Agreement by providing written notice to Skoolara within 30 days of receiving the change notification, and such termination shall take effect on the date the proposed change would otherwise have taken effect. In such event, the School shall not be liable for any early-termination fees.

18. Miscellaneous

18.1. Entire agreement. These Terms, together with the Operator Agreement and the order form, constitute the entire agreement between the parties.

18.2. Severability. If any provision is held unenforceable, the remaining provisions continue in effect.

18.2A. No waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy.

18.2B. Statutory rights preserved. Nothing in these Terms is intended to limit or exclude any rights that the School or any User may have under the Consumer Protection Act 68 of 2008, POPIA, ECTA, or any other applicable legislation that cannot be excluded or limited by agreement.

18.3. Assignment. Neither party may assign or cede its rights or delegate its obligations under these Terms without the prior written consent of the other party. Skoolara may assign to an affiliate or successor in the event of a merger, acquisition or restructuring, provided that Skoolara gives the School at least 30 days' prior written notice of any such assignment. If the School reasonably objects to the assignee (including on grounds that the assignment would result in the transfer of personal information to a jurisdiction that does not provide adequate protection under POPIA s72), the School may terminate the Agreement on written notice within 30 days of receiving the assignment notice, without penalty.

18.4. Domicilium citandi et executandi. Each party chooses as its domicilium citandi et executandi for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purpose arising from these Terms, the physical address and email address specified in the order form (for the School) and the registered office of Teleios IT Consulting (Pty) Ltd and legal@skoolara.co.za (for Skoolara). Any notice given by one party to the other shall be in writing and shall be deemed to have been duly given: (a) if delivered by hand, on the date of delivery; (b) if sent by registered post, on the tenth (10th) business day after posting; or (c) if sent by email, on the date of transmission, provided no delivery-failure notification is received. Either party may change its domicilium by written notice to the other party, provided that such change shall only become effective fourteen (14) days after receipt of such notice.

End of Terms of Service.