Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between Mei-Sgela (PTY) Ltd, a company incorporated under the laws of the Republic of South Africa ("TMS", "we", "us", or "our"), and the institution or individual ("you" or "Institution") accessing or using the Mei-SgelaPro platform (the "Platform").

By registering for, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Platform.

If you are accepting these Terms on behalf of an institution, you represent that you have the authority to bind that institution.

1. Definitions

Institution

means any school, university, college, training centre, daycare, or other educational organisation that has registered and been approved on the Platform.

Authorised Users

means administrators, principals, educators, finance clerks, students, and parents or guardians granted access by an Institution.

Institution Data

means all data submitted by or on behalf of an Institution, including student records, academic data, and financial information.

Platform

means the Mei-SgelaPro web application, APIs, and associated services operated by TMS.

Subscription

means the licence granted to an Institution to access the Platform under an agreed plan.

2. Account Registration and Approval

2.1 Institutions must register through the onboarding process and provide accurate information including legal name, registration number, contact details, and institution type.

2.2 All institution registrations are subject to review and approval by TMS. We reserve the right to reject or revoke any registration without obligation to provide a reason.

2.3 You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. Notify us immediately at support@mei-sgela.com if you suspect any unauthorised access.

2.4 Each institution operates within its own isolated tenant. Data belonging to one institution is not accessible to another.

3. Licence and Permitted Use

3.1 Subject to these Terms and payment of applicable fees, TMS grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal educational administration purposes during your Subscription period.

3.2 You may not:

• sublicense, sell, resell, transfer, or share access to the Platform with any third party not authorised under your Subscription
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• scrape, data-mine, or use automated tools to extract data from the Platform without our written consent
• use the Platform to store or transmit malicious code, spam, or unlawful content
• attempt to gain unauthorised access to any part of the Platform or its related systems
• use the Platform in any manner that could disable, overburden, or impair its operation
• use the Platform for any purpose that violates applicable law or the rights of any third party

4. Institution Responsibilities

4.1 Data accuracy. You are solely responsible for the accuracy, quality, and legality of Institution Data submitted to the Platform.

4.2 Legal compliance. You are responsible for complying with all laws applicable to your use of the Platform, including without limitation:

• POPIA (South Africa) — Protection of Personal Information Act
• GDPR (EU/EEA/UK) — General Data Protection Regulation
• FERPA (USA) — Family Educational Rights and Privacy Act
• COPPA (USA) — Children's Online Privacy Protection Act
• Equivalent data protection and children's privacy laws in your jurisdiction

4.3 Parental consent. Where required by law, you must obtain verifiable parental or guardian consent before submitting any minor's personal data to the Platform.

4.4 Authorised Users. You are responsible for all actions taken by your Authorised Users. You must promptly revoke access when a user leaves your institution or no longer requires access.

4.5 Content. You must not use the Platform to transmit content that is unlawful, defamatory, abusive, discriminatory, or that infringes any intellectual property rights.

5. Fees and Payment

5.1 Access to certain features of the Platform requires payment of a Subscription fee as set out on our pricing page or in a separate order form agreed between you and TMS.

5.2 All fees are due in advance and are non-refundable except as expressly set out in these Terms or required by applicable law.

5.3 We reserve the right to modify our fees. We will provide at least 30 days' written notice of any price change. Continued use of the Platform after the effective date of a price change constitutes your acceptance.

5.4 Unpaid fees may result in suspension of your account. Accounts suspended for non-payment for more than 60 days may be terminated and Institution Data deleted.

6. Platform Availability and Support

6.1 We aim to maintain Platform availability of 99% uptime measured monthly, excluding scheduled maintenance windows communicated in advance.

6.2 We reserve the right to perform scheduled and emergency maintenance. Where possible, maintenance will be conducted during off-peak hours and communicated in advance.

6.3 Support is available via email at support@mei-sgela.com. Response times depend on the support tier agreed in your Subscription.

7. Intellectual Property

7.1 The Platform, including all software, designs, text, graphics, logos, and other content, is owned by or licensed to TMS and is protected by copyright, trademark, and other intellectual property laws. These Terms do not transfer any intellectual property rights to you.

7.2 You retain all rights in Institution Data. By submitting Institution Data to the Platform, you grant TMS a limited, non-exclusive licence to process that data solely to provide the Platform services.

7.3 Feedback or suggestions you provide regarding the Platform may be used by TMS without restriction or compensation to you.

8. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential. Each party will use the other's confidential information only to exercise its rights and perform its obligations under these Terms, and will protect it with at least the same degree of care it uses for its own confidential information (no less than reasonable care).

9. Data Processing

Where TMS processes personal data on behalf of an Institution as a data processor (as defined under GDPR, POPIA, or equivalent law), the parties agree to enter into a Data Processing Agreement ("DPA") upon request. The DPA governs how TMS processes Institution Data and forms part of these Terms. To request a DPA, contact privacy@mei-sgela.com.

10. Disclaimers

The Platform is provided "as is" and "as available", without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

TMS does not warrant that: (a) the Platform will meet your specific requirements; (b) the Platform will be available at all times; (c) any errors in the Platform will be corrected.

To the extent permitted by applicable law, TMS expressly disclaims all warranties not stated in these Terms.

11. Limitation of Liability

11.1 To the fullest extent permitted by applicable law, TMS's total liability to you for any claim arising out of or related to these Terms or the Platform, whether in contract, tort (including negligence), or otherwise, will not exceed the greater of: (a) the total fees paid by you to TMS in the three (3) months immediately preceding the claim; or (b) ZAR 5,000 (approximately USD 275).

11.2 In no event will TMS be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunities, even if TMS has been advised of the possibility of such damages.

11.3 Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. In such cases, TMS's liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless TMS and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform in violation of these Terms; (b) Institution Data that infringes any third-party rights or violates applicable law; (c) your failure to obtain required consents for processing personal data of minors.

13. Term and Termination

13.1 These Terms commence on the date you first accept them and continue for the duration of your Subscription, unless terminated earlier.

13.2 Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within 30 days of written notice.

13.3 TMS may suspend or terminate your access immediately, without notice, if: (a) we reasonably believe your use poses a security risk; (b) you violate the Acceptable Use provisions in Section 3.2; (c) required to do so by law.

13.4 Effect of termination. Upon termination, your access to the Platform ceases immediately. Institution Data will be made available for export for 30 days following termination, after which it will be deleted. Provisions that by their nature should survive termination (including Sections 7, 8, 10, 11, 12, and 14) will do so.

14. Governing Law and Disputes

14.1 These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions.

14.2 In the event of a dispute, the parties will first attempt to resolve it through good-faith negotiations for at least 30 days. If unresolved, disputes will be submitted to the exclusive jurisdiction of the courts of South Africa, provided that TMS may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

14.3 For users located in the EU/EEA, mandatory local consumer protection laws and rights under GDPR are not limited by these Terms.

15. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) where such delay or failure results from causes beyond that party's reasonable control, including natural disasters, acts of government, internet outages, or cyberattacks. The affected party will notify the other as soon as practicable and use reasonable efforts to resume performance.

16. General

Entire agreement. These Terms, together with the Privacy Policy, Cookie Notice, and any applicable DPA or order form, constitute the entire agreement between you and TMS regarding the Platform.

Severability. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. TMS's failure to enforce any right or provision will not be deemed a waiver of that right or provision.

Assignment. You may not assign these Terms without TMS's written consent. TMS may assign these Terms without restriction.

Notices. Legal notices to TMS must be sent to legal@mei-sgela.com.

Amendments. We may update these Terms. Material changes will be communicated with at least 30 days' notice. Continued use after the effective date constitutes acceptance.

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