Master Services Agreement & Terms of Service

1. SaaS Subscription & Tenant Architecture

1.1 SaaS License Grant: Subject to timely payment of applicable subscription fees and compliance with this Agreement, Azed Labs LTD grants Customer a non-exclusive, non-transferable, worldwide right and license to access and use the Prismera Edu multi-tenant cloud platform during the active subscription term solely for internal educational and administrative operations.

1.2 Multi-Tenant Schema Isolation: Prismera delivers the service utilizing an isolated PostgreSQL schema architecture. Customer’s educational records, student rosters, continuous assessment grades, and financial ledgers reside within a logically dedicated tenant schema accessed via Customer's designated subdomain (e.g., school-slug.prismera.ng) or authorized custom domain.

1.3 Service Evolution: Prismera reserves the right to upgrade, optimize, or modify workflows, features, and API endpoints, provided that such modifications do not materially degrade the core administrative, attendance, or grading functionality during an active paid term.

2. Account Provisioning, Verification & KYB

2.1 Director Credentials:The primary administrative account created upon registration (“Director Account”) holds master operational control over the tenant instance. Customer is strictly responsible for maintaining credential confidentiality and enforcing strong password policies across all staff accounts.

2.2 Know Your Business (KYB) Verification: To protect the platform against fraud and unlawful communication broadcasts, Customer agrees to submit valid verification documentation upon request, including Corporate Affairs Commission (CAC) registration certificates, Ministry of Education permits, and proprietor identity records.

2.3 Sandbox Mode:Unverified tenant instances operate in a restricted “Sandbox Mode” where automated SMS broadcast gateways and live Paystack merchant payout channels are programmatically restricted until KYB review is completed.

3. Customer Data & Regulatory Warranties

3.1 Data Ownership:As between Prismera and Customer, Customer retains all right, title, and interest (including all intellectual property rights) in and to all records, student rosters, grades, attendance logs, and files uploaded or transmitted into the platform by Customer (“Customer Data”).

3.2 Controller Status: Customer acknowledges that under the Nigeria Data Protection Act (NDPA) 2023 and the Child Rights Act 2003, Customer is the Data Controller of all student, parent, and employee personal data. Prismera processes such data strictly as a Data Processoracting on Customer's lawful instructions.

3.3 School Warranties: Customer represents and warrants that:

• It has established a valid lawful basis under Section 25 of the NDPA 2023 for collecting and processing all personal data inputted into the Service;
• It has obtained valid parental/guardian consent or holds lawful in loco parentis authority under Section 31 of the NDPA 2023 to upload and process minor student records;
• All student emergency medical flags (blood group, genotype, disabilities) are collected with parental authorization for school emergency response and physical safeguarding.

4. Artificial Intelligence & Automated Processing

4.1 AI Integration: The Service integrates Google Gemini Flash API endpoints to deliver automated clash-free timetable generation, curriculum-aligned lesson planning templates, natural-language executive KPI summaries, fee OCR parsing, and handwritten paper register digitizing.

4.2 Zero Foundational Model Retraining: Prismera configures its enterprise AI pipeline such that Customer Data, student names, and lesson prompts processed via Google Gemini API endpoints are not used by Google or Prismera to train, retrain, or fine-tune public foundational AI models.

4.3 Human Oversight: AI-generated outputs (draft lesson plans, timetable allocations, OCR-extracted rosters) are administrative aids. Customer is solely responsible for reviewing and verifying the accuracy of AI suggestions prior to formal adoption.

5. Subscription Fees, Billing & Payment Terms

5.1 Subscription Plans: The Service is billed on a per-term, monthly, or annual subscription basis in Nigerian Naira (₦) based on Customer's selected plan tier (Starter, Pro, Enterprise) and active student capacity.

5.2 Payment via Paystack: Subscription payments are securely processed via Paystack Payments Limited (PCI-DSS Level 1 certified). Prismera does not store or process raw cardholder numbers or CVVs on its servers.

5.3 Non-Payment Suspension:If payment is not received within fifteen (15) calendar days following the due date, Prismera reserves the right to suspend Customer's access to the Service (returning HTTP 402 Payment Required).

6. Service Levels & Scheduled Maintenance

6.1 Availability Target: Prismera aims to maintain a 99.9% application uptime target for school portal access during standard academic terms.

6.2 Maintenance Windows: Routine system maintenance is scheduled outside standard school operational hours (typically between 20:00 and 05:00 West Africa Time / WAT).

7. Term, Cancellation & Post-Termination Data Return

7.1 Cancellation: Customer may cancel its subscription at the end of any paid billing term by providing written notice at least fourteen (14) days prior to the next billing renewal date.

7.2 30-Day Export Grace Period: Upon termination, Customer shall have a thirty (30) calendar day grace period to request or download a complete export of its academic records and financial ledgers.

7.3 Permanent Schema Purge: Following the 30-day grace period, Prismera will permanently drop the Customer's tenant database schema (DROP SCHEMA “tenant_slug” CASCADE) and cryptographically overwrite all associated files within ninety (90) days in compliance with NDPA §30(1)(e).

8. Limitation of Liability & Dispute Resolution

8.1 Liability Cap:To the maximum extent permitted by Nigerian law (including the FCCPA 2018), Azed Labs LTD's total aggregate liability arising out of this Agreement shall not exceed the total subscription fees actually paid by Customer to Prismera in the twelve (12) months preceding the incident.

8.2 Governing Law & Arbitration: This Agreement is governed by the laws of the Federal Republic of Nigeria. Unresolved disputes shall be submitted to mediation at the Lagos or Kano Multi-Door Courthouse, and failing that, definitive binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria.

9. Contact & Legal Notices

Formal legal notices must be delivered in writing to: