School Subscription Agreement

1. Parties

This School Subscription Agreement is between the school identified during onboarding ("the School") and ECHO Technologies (Pty) Ltd, trading as Acorn & Orbit ("A&O"). It governs the School's use of the A&O platform.

2. Subscription

A&O grants the School a non-exclusive, non-transferable subscription to use the platform for the term and at the plan selected by the School. The platform is provided on a software-as-a-service basis.

3. Fees and payment

• Subscription fees are billed in advance, monthly or annually, in South African Rand.
• Where the School uses A&O's Paystack split arrangement to collect parent fees, the agreed split percentage is deducted automatically before settlement to the School.
• Late or failed payments may result in suspension after a 14-day grace period.
• All fees exclude VAT, unless explicitly marked otherwise.

4. Data & the Operator Agreement

Personal information processed by A&O on the School's behalf is governed by the Operator Agreement (DPA), which forms part of this agreement. The School is the Responsible Party / Controller.

5. Service levels

Uptime and support commitments are set out in the SLA.

6. Intellectual property

A&O owns the platform. The School owns its content (school name, crest, photos, notices, records). Each party grants the other the licence necessary to perform this agreement.

7. Term and termination

• The agreement runs for the term selected (monthly or annual) and renews automatically unless cancelled before the renewal date.
• Either party may terminate for material breach not remedied within 30 days of written notice.
• On termination, A&O will, on the School's instruction within 30 days, return or delete the School's personal information in line with the Operator Agreement.

8. Warranties

A&O warrants that it will provide the platform with reasonable skill and care. The School warrants that it has the authority to upload the data it provides and to capture the consents required for processing of child data.

9. Liability

Except for fraud, gross negligence, and breaches of confidentiality, each party's total aggregate liability is capped at the fees paid by the School to A&O in the 12 months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential or punitive damages.

10. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purpose of this agreement.

11. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control (e.g. natural disasters, war, internet backbone outages, regulatory action).

12. Governing law & jurisdiction

This agreement is governed by South African law. Disputes are subject to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg.

13. Acceptance

The School accepts this agreement by clicking "I accept" during onboarding. The acceptance is recorded with the user, timestamp and IP address as a click-wrap acceptance.