Platform Terms of Service

Table of Contents

1. 1. Definitions
2. 2. License Grant & Software Deployment
3. 3. Founder Cohort & Platform Fees
4. 4. Parent Convenience & Transaction Surcharges
5. 5. Manual Entry & Offline Reconciliation Fees
6. 6. Acceptable Use & Operational Restrictions
7. 7. Service Levels, Offline Resilience & Force Majeure
8. 8. Data Ownership & Intellectual Property
9. 9. Term, Suspension & Termination
10. 10. Limitation of Liability
11. 11. Dispute Resolution & Governing Law
12. 12. Amendments & Miscellaneous

1. Definitions

In these Terms, unless the context otherwise requires, the following terms shall have the meanings set forth below:

• "Platform" or "Sovereign Suite" means the integrated suite of software products provided by Nexus, comprising: (i) Nexus School OS Desktop ERP (offline Electron/SQLite application), (ii) Sovereign School Website (multi-tenant web engine deployed to a school subdomain or custom domain), and (iii) Nexus Cloud Pulse Bot (24/7 cloud-hosted WhatsApp inquiry service).
• "School Subscriber" means the school, college, academy, or educational establishment identified in the onboarding or checkout documentation, on whose behalf an authorized representative executes this agreement.
• "Founder Cohort" means the initial promotional onboarding group of educational institutions granted lifetime grandfathered setup privileges and promotional deployment pricing as established in Section 3.
• "License" means the cryptographically verified Ed25519 digital entitlement issued by Nexus licensing authorities, locking runtime software operation to authorized institutional hardware profiles and registered academic terms.
• "DVA" means a Dedicated Virtual Account provisioned through Paystack Payments Limited or designated Central Bank of Nigeria (CBN) licensed payment service providers, allowing automated bank transfer fee settlement.
• "Parent Convenience Fee" or "Merchant Surcharge" means the transaction-based processing charge paid by parents/guardians at the point of electronic payment, as described in Section 4.
• "NDPA 2023" means the Nigeria Data Protection Act 2023 and all subsidiary regulations, guidelines, and directives issued by the Nigeria Data Protection Commission (NDPC).

2. License Grant & Software Deployment

• 2.1 Limited License Grant. Subject to compliance with these Terms and payment of applicable onboarding fees, Nexus grants to the School Subscriber a non-exclusive, non-transferable, revocable license to install, execute, and utilize Nexus School OS Desktop ERP on designated school hardware solely for institutional educational and administrative purposes.
• 2.2 Cryptographic Hardware Binding. The desktop software is cryptographically secured via asymmetric Ed25519 digital signatures tied to the hardware fingerprint of the school's designated administrative machine(s). Any attempt to clone, modify, forge, or circumvent the license signature engine shall result in immediate, automated revocation of the license grant.
• 2.3 Offline Sovereign Operation. The School Subscriber acknowledges that Nexus School OS Desktop ERP operates on an offline-first architectural model with an encrypted local SQLite database. Core administrative capabilities—including grade computation, transcript compilation, CBT examination, and report sheet PDF rendering—operate independently of external internet connectivity.
• 2.4 Cloud Auxiliary Services. Web admissions, parent portal access, digital fee collection, and WhatsApp Pulse Bot messaging rely on secure cloud services hosted by Nexus. Data synchronization between the offline desktop engine and cloud services is executed via authenticated, encrypted API channels under the direct initiation of authorized school administrators.

3. Founder Cohort & Platform Fees

• 3.1 Price Anchoring & Enterprise Valuation. The standard enterprise installation and deployment valuation for the complete Sovereign School Operating Suite is anchored at ₦350,000 to ₦500,000 per institution.
• 3.2 Founder Cohort Promotional Pricing. For qualifying educational institutions participating in the Founder Cohort promotional launch, Nexus offers a subsidized one-time deployment fee:

  • Standard Sovereign Suite (Subdomain): ₦100,000 one-time setup (regular ₦350,000).

  • Sovereign Suite with Bespoke Custom Domain (.com.ng): ₦150,000 one-time setup (regular ₦500,000).

• 3.3 Deliverables Included in Setup. The one-time deployment fee covers: (a) institutional onboarding and branding setup; (b) Ed25519 hardware-bound offline ERP installation; (c) sovereign school website deployment with SSL certificates; (d) 24/7 Cloud WhatsApp Pulse Bot setup; and (e) foundational staff onboarding and data structuring assistance.
• 3.4 Zero Recurring Per-Student Software Tax. Nexus explicitly repudiates the predatory per-student per-term software tax model. The School Subscriber shall never be charged mandatory recurring per-child software subscription fees for student headcount managed within the platform.

4. Parent Convenience & Transaction Surcharges

• 4.1 Transaction Monetization Model. Platform maintenance, cloud infrastructure, high-availability database hosting, and WhatsApp relay costs are sustained through parent convenience fees applied exclusively at the point of electronic payment transaction.
• 4.2 Fee Schedule for Tuition Payments. When parents or guardians pay school tuition, developmental levies, or boarding fees electronically through the platform via Paystack DVA (Dedicated Virtual Account) automated bank transfers:

  • Platform Convenience Surcharge: 1.0% of transaction value, capped at a maximum of ₦1,500 per payment.

  • Gateway Processing Fee: 1.0% of transaction value, capped at a maximum of ₦300 per payment (settled to payment gateway).

  • Maximum Aggregate Surcharge: In no circumstance shall the total fee paid by any parent exceed ₦1,800 per transaction, regardless of the tuition amount.

• 4.3 100% Net Tuition Remittance. The School Subscriber receives exactly 100% of its invoiced tuition fee into its designated commercial bank account. No deduction or withholding is taken from the school's primary tuition funds.
• 4.4 Ancillary Electronic Services. Digital PIN sales (including Result Checker PINs, Admission Application PINs, and CBT Entrance Examination tokens) are purchased directly by parents at school-configured rates, with platform revenue splits processed automatically at checkout.

5. Manual Entry & Offline Reconciliation Fees

• 5.1 Offline Cash and Bank Teller Processing. Where parents or guardians pay tuition fees via physical cash over the counter at the school bursary, or via manual direct bank deposits not processed through the platform's automated Paystack DVA gateway, the school may utilize the platform's manual fee reconciliation engine.
• 5.2 Flat Termly Reconciliation Fee. To cover cloud database storage, cryptographic receipt generation, ledger synchronization, and server infrastructure for non-electronic collections, schools utilizing manual payment recording agree to a flat per-term platform reconciliation fee:

  • Schools with up to 200 manually recorded students: ₦10,000 per academic term.

  • Schools with 201 to 500 manually recorded students: ₦20,000 per academic term.

  • Schools exceeding 500 manually recorded students: ₦30,000 per academic term.

• 5.3 Waiver of Reconciliation Fees. Where an institution achieves an automated electronic collection rate of eighty percent (80%) or greater across its active student registry in any given term, the flat termly reconciliation fee for that term shall be waived in full.

6. Acceptable Use & Operational Restrictions

The School Subscriber covenants that it shall not, directly or indirectly:

• 6.1 Reverse Engineering. Decompile, disassemble, reverse-engineer, decrypt, or attempt to derive the source code or cryptographic algorithms of the Nexus School OS desktop application, the SQLite database encryption layers, or the Ed25519 licensing system.
• 6.2 Unauthorized Resale or Sublicensing. Rent, lease, lend, sell, redistribute, sublicense, or commercially exploit access to the Platform or its administrative portals to any third party or sister educational institution without express written authorization from Nexus.
• 6.3 Malicious Data Injection. Upload, submit, or transmit through the Platform any fraudulent, defamatory, obscene, or unlawful material, or introduce any virus, Trojan horse, spyware, worm, or other malicious software.
• 6.4 Multi-School Tenant Contamination. Use a single licensed instance or tenant slug to administer multiple distinct legal school entities, unless enrolled in a certified multi-campus enterprise agreement.

7. Service Levels, Offline Resilience & Force Majeure

• 7.1 Cloud Service Availability Target. Nexus targets ninety-nine and a half percent (99.5%) monthly uptime for cloud-hosted auxiliary services, excluding scheduled maintenance announced at least twenty-four (24) hours in advance.
• 7.2 Offline Sovereign Continuity. Because Nexus School OS Desktop ERP is locally resident on school hardware, the institution acknowledges that local operations—including student grading, continuous assessment recording, exam creation, and report sheet compilation—are immune to cloud downtime, internet service provider disruptions, and external network failures.
• 7.3 Nigerian Infrastructure Realities & Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure arises from causes beyond reasonable control, explicitly including:

  • National grid electrical power collapses, persistent transmission disruptions, or public power utility (PHCN / DisCos) load-shedding;

  • International submarine fiber-optic cable cuts affecting Nigerian telecommunications networks (e.g. WACS, MainOne, SAT-3, Equiano);

  • Regulatory interventions, telecommunication spectrum blocks, or internet blackouts imposed by statutory authorities; and

  • Acts of God, civil commotion, insurrection, armed conflict, or nationwide commercial banking settlement outages.

8. Data Ownership & Intellectual Property

• 8.1 Absolute School Data Ownership. As between Nexus and the School Subscriber, the School Subscriber retains sole, exclusive, and unencumbered ownership of all student personal records, continuous assessment marks, examination transcripts, staff employment records, financial ledgers, and institutional branding materials ("Institutional Data"). Nexus asserts no proprietary claim whatsoever over Institutional Data.
• 8.2 Data Processor Designation (NDPA 2023). The parties expressly affirm that with respect to all personal data processed under these Terms, the School Subscriber acts as the Data Controller, and Nexus acts strictly as a Data Processor pursuant to Section 2(1)(b) of the Nigeria Data Protection Act 2023. Processing operations are governed by the companion Nexus Data Processing Agreement.
• 8.3 Nexus Intellectual Property. Nexus and its licensors retain all right, title, interest, copyright, trade secret, trademark, and intellectual property rights in and to the Platform, including the underlying codebase, API design, database schemas, UI component libraries, algorithms, report card visual templates, and all updates or enhancements thereto.

9. Term, Suspension & Termination

• 9.1 Term. These Terms commence on the date the School Subscriber completes checkout, executes an online onboarding agreement, or receives an official license issuance, and shall remain in effect until terminated in accordance with this Section.
• 9.2 Termination for Convenience. The School Subscriber may terminate these Terms at any time by giving thirty (30) calendar days written notice to Nexus via registered email to support@nexusos.com.ng.
• 9.3 Immediate Suspension for Breach. Nexus reserves the right to suspend or revoke cloud access and API endpoints immediately where: (a) the School Subscriber fails to remediate an undisputed fee default within thirty (30) days of formal notice; (b) the institution violates Section 6 (Acceptable Use); or (c) continued operation presents an acute security hazard or regulatory compliance liability.
• 9.4 Post-Termination Data Portability & Export. Upon termination by either party, Nexus shall provide the School Subscriber with full, unhindered access for thirty (30) calendar days to export all Institutional Data in standard open formats (CSV, JSON, and raw SQLite database dumps). Following the thirty-day window, cloud-hosted copies of institutional data shall be permanently sanitized and destroyed in accordance with Section 11 of the DPA.

10. Limitation of Liability

• 10.1 Exclusion of Consequential Damages. To the maximum extent permitted by applicable Nigerian law, in no event shall Nexus, its directors, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of data, loss of institutional goodwill, or interruption of academic sessions, regardless of legal theory.
• 10.2 Aggregate Liability Ceiling. The total aggregate liability of Nexus arising out of or related to these Terms, whether in contract, tort (including negligence), statutory breach, or otherwise, shall be strictly capped at and limited to the total monetary sums actually paid by the School Subscriber to Nexus for deployment and reconciliation fees during the twelve (12) months immediately preceding the event giving rise to liability.
• 10.3 Sole Responsibility for Academic Decisions. The School Subscriber bears sole and exclusive responsibility for the accuracy of entered academic marks, grading scale configurations, continuous assessment weighting, promotion rules, and student discipline decisions. Nexus provides computational automation and does not audit or alter academic assessments.

11. Dispute Resolution & Governing Law

• 11.1 Governing Law & Nationwide Territorial Scope. These Terms and any dispute, controversy, proceedings, or claim of whatever nature arising out of or in any way relating to them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, with specific regard to the Contracts Act and the Nigeria Data Protection Act 2023. The Platform is engineered, legally structured, and licensed for sovereign operational deployment across all thirty-six (36) States and the Federal Capital Territory (FCT) of the Federal Republic of Nigeria.
• 11.2 Amicable Executive Negotiation. In the event of any controversy or dispute, senior designated executive representatives of both parties shall first attempt in good faith to resolve the matter through amicable consultation within twenty-one (21) calendar days of formal written notification.
• 11.3 Binding Commercial Arbitration. If the dispute cannot be amicably settled within the prescribed period, it shall be finally resolved by binding arbitration conducted under the Arbitration and Mediation Act 2023 of Nigeria:

  • Arbitral Seat & Forum: Lagos State, Nigeria (designated as the commercial tribunal forum, without prejudice to virtual or remote hearing sessions).

  • Tribunal: A single arbitrator appointed jointly by the parties, or failing agreement within fourteen (14) days, by the Chairman of the Chartered Institute of Arbitrators (UK, Nigeria Branch).

  • Language: All arbitral proceedings, submissions, and awards shall be conducted in the English language.

  • Finality: The arbitral award shall be final, conclusive, and binding upon both parties and may be entered as a judgment in any court of competent jurisdiction.

12. Amendments & Miscellaneous

• 12.1 Amendments. Nexus reserves the right to modify these Terms to reflect legislative changes, regulatory directives from the NDPC or CBN, or technological enhancements to the Sovereign Suite. Nexus shall provide at least thirty (30) days advance notice of material revisions via email or admin portal notification. Continued use of the Platform after the effective date of updated Terms constitutes full acceptance.
• 12.2 Severability. If any provision of these Terms is determined by an arbitral tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed or limited to the minimum extent necessary, and the remaining provisions shall continue in full legal force and effect.
• 12.3 Entire Agreement. These Terms, together with the Data Processing Agreement, Onboarding Registration Confirmation, and issued License Grants, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior oral or written discussions, promises, or representations.
• 12.4 Official Notices. All notices under these Terms shall be delivered in writing via electronic mail to legal@nexusos.com.ng for Nexus, and to the primary administrator email address recorded during institutional onboarding for the School Subscriber.