Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Echo Systems Network Ltd ("Echo Systems", "we", "us", "our"), the developer and operator of the eSchool platform, and the institution or individual ("Client", "you", "your") accessing or using the eSchool software services.

By executing a Licence Agreement, accessing the eSchool platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our services.

1. Definitions

• "eSchool" — The academic management software platform developed by Echo Systems Network Ltd
• "Platform" — The eSchool software, web application, APIs, and all associated tools and services
• "Client" — The tertiary institution or organisation that has licensed the eSchool platform
• "Users" — Administrators, staff, lecturers, and students authorised by the Client to access the Platform
• "Institutional Data" — All data uploaded, entered, or generated by the Client through the Platform
• "Licence Agreement" — The formal agreement executed between Echo Systems and the Client specifying the scope of services, fees, and SLA terms

2. Licence Grant

Subject to these Terms and payment of applicable licence fees, Echo Systems grants the Client a non-exclusive, non-transferable, revocable licence to access and use the eSchool Platform for the Client's internal institutional management purposes.

This licence does not permit:

• Copying, modifying, or creating derivative works of the Platform
• Reverse engineering, decompiling, or disassembling any part of the Platform
• Sub-licensing or reselling access to third parties
• Using the Platform to provide competing services
• Removing or altering any proprietary notices or branding

3. Client Responsibilities

The Client agrees to:

• Provide accurate information during onboarding and maintain the accuracy of institutional data
• Manage user access and ensure only authorised personnel are granted system access
• Maintain the confidentiality of all administrator login credentials
• Comply with all applicable laws, including the NDPR, when processing student data through the Platform
• Promptly report any suspected security incidents or data breaches to Echo Systems
• Ensure all Users comply with these Terms
• Pay all licence fees and applicable charges as per the Licence Agreement

4. Payment Terms

Licence fees are as specified in the Licence Agreement executed between the parties. Unless otherwise agreed:

• Annual licence fees are due in advance of each licence period
• Invoices are payable within 30 days of issue
• Late payments may incur interest at 2% per month on outstanding balances
• Echo Systems reserves the right to suspend access for non-payment after 14 days' written notice
• All fees are exclusive of applicable taxes unless otherwise stated

5. Service Level Agreement (SLA)

Echo Systems commits to the following service levels:

• Platform Uptime — 99.5% monthly uptime (excluding scheduled maintenance)
• Scheduled Maintenance — Communicated at least 48 hours in advance, typically during off-peak hours
• Incident Response — Critical issues responded to within 2 hours; non-critical within 24 hours
• Enterprise SLA — Enterprise clients receive enhanced 99.9% uptime commitment with 1-hour critical response

Service credits may be applicable for SLA breaches as outlined in the specific Licence Agreement. Credits are the Client's sole remedy for SLA failures.

6. Intellectual Property

All intellectual property rights in the eSchool Platform, including software, code, design, documentation, and trademarks, are and remain the exclusive property of Echo Systems Network Ltd.

Institutional Data remains the property of the Client at all times. Echo Systems does not claim ownership over any data entered by the Client or generated through the Client's use of the Platform.

7. Data Processing & Security

Echo Systems processes Institutional Data as a data processor on behalf of the Client as data controller. Both parties agree to execute a Data Processing Agreement (DPA) as required by the NDPR.

Echo Systems implements the following security measures:

• AES-256 encryption for data at rest; TLS 1.3 for data in transit
• Regular security assessments and vulnerability scanning
• Access controls and authentication requirements for all personnel
• Incident response plan with defined notification timelines

In the event of a confirmed data breach affecting Client data, Echo Systems will notify the Client within 72 hours of becoming aware of the incident.

8. Confidentiality

Each party agrees to maintain the confidentiality of all non-public information received from the other party in connection with the services. This obligation survives termination of these Terms for a period of 3 years.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach; (ii) was independently developed; or (iii) is required to be disclosed by law.

9. Warranties & Disclaimers

Echo Systems warrants that:

• The Platform will perform materially in accordance with the applicable documentation
• We will employ commercially reasonable security measures to protect Client data
• We have the right to grant the licences provided under these Terms

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ECHO SYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Echo Systems' total liability for any claims arising under these Terms shall not exceed the total licence fees paid by the Client in the 12 months preceding the claim.

Echo Systems shall not be liable for: (i) indirect, incidental, or consequential damages; (ii) loss of data caused by Client error; (iii) force majeure events including power outages, natural disasters, or internet disruptions beyond our control.

11. Term & Termination

These Terms remain in effect for the duration of the Licence Agreement. Either party may terminate:

• For convenience — with 90 days' written notice (Client); 30 days' written notice (Echo Systems)
• For material breach — immediately, if the other party fails to remedy a material breach within 30 days of written notice
• For insolvency — immediately, if the other party becomes insolvent or ceases operations

Upon termination, the Client's access to the Platform will cease. Echo Systems will make Institutional Data available for export within 30 days of termination, after which data will be securely deleted.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes shall be subject to the exclusive jurisdiction of the courts of Nigeria. The parties agree to attempt good-faith resolution before initiating formal proceedings.

13. Amendments

Echo Systems may amend these Terms by providing 30 days' written notice to the Client. Continued use of the Platform after the effective date of changes constitutes acceptance. Material changes that adversely affect Client rights will require mutual agreement.

14. Contact

For questions about these Terms or to report violations:

• Email: legal@tertiarysystem.com
• General: info@tertiarysystem.com
• Address: Echo Systems Network Ltd, Nigeria