Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Celebra Education Limited ("Celebra", "we", "us", "our"), a company duly incorporated and registered under the laws of the Republic of Kenya. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", "your") and Celebra governing your access to and utilisation of our educational technology platform, including all associated websites, applications, software, databases, and services (collectively, the "Services").

By accessing, registering for, or utilising our Services, you acknowledge that you have read, comprehended, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of our Services.

2. Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following definitions shall apply:

• "Account" means the user account created upon registration with Celebra;
• "Content" means all text, graphics, images, audio, video, data, information, and other materials available through our Services;
• "Educational Institution" means any school, college, university, or other learning establishment that subscribes to our Services;
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all other proprietary rights recognised under Kenyan law;
• "Personal Data" has the meaning ascribed to it under the Data Protection Act No. 24 of 2019;
• "Platform" means the Celebra educational technology platform, including all websites, mobile applications, and related services;
• "Subscription" means the paid arrangement granting access to premium features of our Services;
• "User" means any individual or entity that accesses or uses our Services, including administrators, teachers, students, and parents.

3. Eligibility and Capacity to Contract

In accordance with the Law of Contract Act (Cap. 23) of Kenya, by agreeing to these Terms, you represent and warrant that:

• You are at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under Kenyan law;
• If you are under eighteen (18) years of age, you have obtained verifiable parental or guardian consent prior to using our Services, and such parent or guardian has agreed to these Terms on your behalf;
• If you are acting on behalf of an Educational Institution or other legal entity, you possess the requisite authority to bind such entity to these Terms;
• Your use of the Services does not violate any applicable law or regulation of the Republic of Kenya or any other jurisdiction;
• All information you provide during registration and use of our Services is accurate, current, and complete.

4. Description of Services

Celebra provides a comprehensive educational technology platform designed to facilitate and enhance the educational experience. Our Services include, but are not limited to:

• School management and administration systems;
• Student information management and academic record keeping;
• Attendance tracking and monitoring;
• Examination management and results processing;
• Learning management and content delivery;
• Communication tools for stakeholders;
• Performance analytics and reporting;
• Timetable scheduling and management;
• Financial management and fee tracking;
• Radio lessons and educational broadcasting.

We reserve the unilateral right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, subject to the provisions of the Consumer Protection Act No. 46 of 2012.

5. User Registration and Account Security

To access certain features of our Services, you must create an Account. In relation to your Account, you agree to:

• Provide accurate, current, and complete information during the registration process;
• Maintain and promptly update your Account information to keep it accurate and complete;
• Maintain the security and confidentiality of your login credentials;
• Notify us immediately of any unauthorised access to or use of your Account;
• Accept full responsibility for all activities that occur under your Account;
• Not share your Account credentials with any third party;
• Not create multiple Accounts for deceptive or fraudulent purposes.

We reserve the right to suspend or terminate your Account if we reasonably believe that you have violated any provision of these Terms or if required by law enforcement authorities under the Computer Misuse and Cybercrimes Act No. 5 of 2018.

6. Acceptable Use Policy

You agree to utilise our Services solely for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in any manner that violates any applicable Kenyan or international law or regulation;
• Engage in any conduct that is fraudulent, deceptive, or misleading;
• Transmit any material that is defamatory, obscene, offensive, or otherwise objectionable;
• Infringe upon the Intellectual Property Rights of Celebra or any third party;
• Attempt to gain unauthorised access to any portion of the Services, other Accounts, or any systems or networks connected to our Services;
• Interfere with or disrupt the integrity or performance of the Services;
• Introduce viruses, trojans, worms, or other malicious software;
• Harvest or collect personal information of other users without their consent;
• Use the Services for any commercial purpose not expressly permitted;
• Circumvent, disable, or otherwise interfere with security features of the Services.

7. Intellectual Property Rights

All Intellectual Property Rights in and to the Services, including but not limited to the Platform, Content, software, designs, graphics, logos, trademarks, and trade names, are and shall remain the exclusive property of Celebra or its licensors, protected under the Copyright Act (Cap. 130), the Trade Marks Act (Cap. 506), and the Industrial Property Act No. 3 of 2001 of Kenya.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended educational purposes. This licence does not include:

• Any resale or commercial use of the Services or Content;
• Any derivative use of the Services or Content;
• Any downloading, copying, or account information for the benefit of another merchant;
• Any use of data mining, robots, or similar data gathering and extraction tools.

Any unauthorised use of our Intellectual Property Rights shall result in immediate termination of the licence granted herein and may expose you to civil and criminal liability under Kenyan law.

8. User-Generated Content

Our Services may permit you to submit, upload, publish, or otherwise make available content, including but not limited to text, photographs, videos, and other materials ("User Content"). By submitting User Content, you:

• Warrant that you own or have the necessary rights to the User Content;
• Grant Celebra a worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, publish, and distribute such User Content in connection with the Services;
• Acknowledge that you are solely responsible for all User Content you submit;
• Agree not to submit any User Content that infringes the rights of third parties or violates any applicable law.

We reserve the right, but not the obligation, to monitor, edit, or remove any User Content that we determine, in our sole discretion, violates these Terms or is otherwise objectionable.

9. Fees, Payments, and Subscriptions

Certain features of our Services require payment of fees. In relation to such fees:

• All fees are quoted in Kenya Shillings (KES) unless otherwise specified;
• Fees are exclusive of Value Added Tax (VAT) and other applicable taxes, which shall be added at the prevailing rates as required by the Kenya Revenue Authority;
• Payment is due in advance of the subscription period unless otherwise agreed in writing;
• We accept payment through M-PESA, bank transfer, credit/debit cards, and other approved payment methods;
• All payments are non-refundable except as expressly provided herein or as required by the Consumer Protection Act No. 46 of 2012;
• We reserve the right to modify our fees upon thirty (30) days' prior notice to you.

10. Data Protection and Privacy

Your privacy is of paramount importance to us. Our collection, use, and protection of your Personal Data is governed by our Privacy Policy, which forms an integral part of these Terms, and is conducted in strict compliance with the Data Protection Act No. 24 of 2019.

By using our Services, you consent to:

• The collection and processing of your Personal Data as described in our Privacy Policy;
• The transfer of your data where necessary for the provision of Services, subject to adequate safeguards;
• The use of cookies and similar technologies as described in our Privacy Policy.

11. Third-Party Services and Links

Our Services may contain links to third-party websites, services, or resources that are not owned or controlled by Celebra. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that Celebra shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

12. Disclaimers and Warranties

Subject to the rights afforded to consumers under the Consumer Protection Act No. 46 of 2012:

• The Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied;
• We do not warrant that the Services will be uninterrupted, timely, secure, or error-free;
• We do not warrant that the results obtained from the use of the Services will be accurate or reliable;
• We do not warrant that any errors in the Services will be corrected;
• Educational content provided through our Services is for informational purposes and does not constitute professional advice.

The foregoing disclaimers shall apply to the fullest extent permitted by law but shall not limit any rights you may have under mandatory consumer protection legislation.

13. Limitation of Liability

To the maximum extent permitted by the laws of Kenya:

• Celebra shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses;
• Our total liability for any claims arising out of or related to these Terms or the Services shall not exceed the amount paid by you to Celebra during the twelve (12) months immediately preceding the event giving rise to such liability;
• We shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Celebra, its directors, officers, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable legal fees, arising out of or relating to your violation of these Terms, your use of the Services, your User Content, or your violation of any rights of a third party.

15. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination:

• Your right to use the Services will immediately cease;
• We may delete or disable your Account and all related information and files;
• Any provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

You may terminate your Account at any time by contacting us. Upon termination by you, you will remain liable for any outstanding fees due.

16. Dispute Resolution and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law provisions.

Any legal action or proceeding shall be brought exclusively in the courts located in Nairobi, Kenya, and you consent to the personal jurisdiction of such courts.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

18. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

19. Waiver

The failure of Celebra to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Celebra.

20. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or policies published by us on the Services, constitute the entire agreement between you and Celebra concerning the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between you and Celebra with respect to the Services.

21. Amendments to These Terms

We reserve the right to amend these Terms at any time. We shall provide notice of material changes by:

• Posting the updated Terms on our website with a revised "Last Updated" date;
• Sending you an email notification where we have your contact information;
• Displaying a prominent notice within the Services.

Your continued use of the Services following the posting of amended Terms constitutes your acceptance of such amendments. If you do not agree to the amended Terms, you must discontinue use of the Services.