Terms and Conditions

Last updated: November 09, 2025

These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with the School Management System application (the "Service") operated by ROMIQ ("us", "we", or "our"), a company registered under the laws of Kenya.

Please read these Terms and Conditions carefully before using our Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

1. Service Packages and Pricing

We offer two service packages for schools:

• Modify, copy, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble the Service
• Remove or alter any proprietary notices or labels
• Use the Service to build a competing product or service
• Rent, lease, lend, sell, sublicense, or transfer the Service

Trademarks: Our name, logo, and all related trademarks, service marks, and trade names are protected under the Industrial Property Act, 2001 of Kenya. You may not use them without our prior written consent.

User Feedback: If you provide suggestions, feedback, or ideas about the Service, we may use them without any obligation to compensate you.

16. Copyright and Intellectual Property Infringement

We respect intellectual property rights and expect our users to do the same.

DMCA/Infringement Claims: If you believe that Content uploaded by a school or user infringes your copyright or other intellectual property rights, please notify us at [ip@yourcompany.co.ke] with the following information:

• A detailed description of the copyrighted work or intellectual property
• Identification of the infringing material and its location in the Service
• Your contact information (name, address, phone number, email)
• A statement of good faith belief that the use is unauthorized
• A statement under penalty of perjury that the information is accurate
• Physical or electronic signature of the copyright owner or authorized representative
• Proof of ownership or authorization to act on behalf of the owner

Action on Valid Claims: Upon receiving a valid infringement notice, we will:

• Promptly investigate the claim
• Remove or disable access to the allegedly infringing Content
• Notify the school or user who uploaded the Content
• Terminate repeat infringers' accounts

Counter-Notification: If you believe Content was removed in error, you may submit a counter-notification with supporting evidence.

False Claims: Knowingly submitting false infringement claims may result in legal liability under Kenyan law, including damages, attorney's fees, and potential criminal penalties for perjury.

17. Links to External Websites

The Service may contain links to third-party websites, services, or resources that are not owned or controlled by us.

No Endorsement: Links to external sites do not constitute endorsement, approval, or recommendation of those sites or their content, products, or services.

No Responsibility: We have no control over and assume no responsibility for:

• The content, accuracy, or opinions expressed on third-party websites
• Privacy policies or practices of external sites
• Products, services, or information offered by third parties
• Any loss or damage resulting from use of third-party websites

You acknowledge and agree that we shall not be liable, directly or indirectly, for any damage or loss caused by or in connection with the use of third-party websites or resources.

We strongly advise you to review the terms and conditions and privacy policies of any third-party websites you visit.

18. Service Availability and Maintenance

Service Uptime: While we strive to maintain 99% uptime, we do not guarantee uninterrupted access to the Service. The Service may be temporarily unavailable due to:

• Scheduled maintenance and upgrades
• Emergency repairs or security updates
• Technical failures or system issues
• Third-party service provider outages
• Internet connectivity problems
• Force majeure events

Scheduled Maintenance: We will provide at least 48 hours' notice for planned maintenance via email and in-app notifications. Maintenance will be scheduled during off-peak hours (typically weekends or late evenings) whenever possible.

Emergency Maintenance: In cases of critical security vulnerabilities or system failures, we may perform emergency maintenance without prior notice.

Data Backup: We perform regular automated backups of all data. However, schools are strongly encouraged to maintain their own backups of critical information.

19. Termination

Termination by Us: We may immediately terminate or suspend your account and access to the Service, without prior notice or liability, for any reason including:

• Breach of these Terms and Conditions
• Non-payment of fees beyond the grace period
• Violation of Kenyan laws or regulations
• Fraudulent, abusive, or illegal activity
• Repeated infringement of intellectual property rights
• Attempted system breaches or security violations
• Uploading prohibited or harmful content
• At our sole discretion for operational reasons

Termination by School: You may terminate your subscription at any time by:

• Providing written notice at least 30 days before the next billing period
• Submitting a cancellation request through your account dashboard
• Contacting our support team at [support@yourcompany.co.ke]

Effect of Termination: Upon termination:

• Your right to access and use the Service ceases immediately
• All user accounts associated with your school will be deactivated
• You will have 30 days to export and download your data
• After 30 days, we may delete or archive your data permanently
• Outstanding payment obligations remain due and payable
• No refunds will be provided for the current billing period

Data Retention After Termination: We may retain certain data as required by Kenyan law or for legitimate business purposes (e.g., financial records for tax compliance) even after account termination.

Survival: Provisions regarding intellectual property, limitation of liability, indemnification, and dispute resolution survive termination of these Terms.

20. Limitation of Liability

To the maximum extent permitted by Kenyan law, ROMIQ, our directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Service, including:

• Loss of profits, revenue, or business opportunities
• Loss or corruption of data, academic records, or student information
• Loss of goodwill or reputation
• Costs of substitute products or services
• Service interruptions or downtime
• Errors, inaccuracies, or delays in data or information
• Unauthorized access to or use of our servers or your data
• Bugs, viruses, or other harmful code
• Errors in AI-generated content (Enterprise package)
• Actions or omissions of third-party service providers
• Decisions made based on information from the Service

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we were advised of the possibility of such damages.

Maximum Liability Cap: Our total aggregate liability for any claims arising from or related to these Terms or the Service shall not exceed the amount you paid to us in the twelve (12) months immediately preceding the event giving rise to liability.

Essential Purpose: This limitation of liability applies even if any remedy fails of its essential purpose.

Exceptions: Nothing in these Terms limits liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any liability that cannot be excluded under Kenyan law

21. Indemnification

You agree to indemnify, defend, and hold harmless ROMIQ, our directors, officers, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney's fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of third parties
• Your violation of Kenyan laws or regulations
• Content you upload or share through the Service
• Unauthorized use of your account due to your failure to secure credentials
• Failure to obtain necessary consents (particularly for minors' data)

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense.

22. Disclaimer of Warranties

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, or statutory.

We Specifically Disclaim All Warranties Including:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• That the Service will be uninterrupted, secure, timely, or error-free
• That defects or errors will be corrected promptly or at all
• That the Service is free from viruses, malware, or other harmful components
• The accuracy, reliability, or completeness of any content or data
• That the Service will meet your specific requirements or expectations
• The quality, accuracy, or reliability of information obtained through the Service
• That third-party integrations will function without interruption
• That AI-generated content (Enterprise) will be accurate or appropriate

No Professional Advice: The Service does not provide educational, legal, financial, or professional advice. You should not rely on the Service as a substitute for professional consultation.

User Responsibility: You are solely responsible for:

• Verifying the accuracy of all data before making decisions
• Maintaining backups of critical information
• Ensuring compliance with education regulations
• Implementing appropriate safeguards for student welfare

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

23. Tax Compliance and VAT

VAT Registration: We are registered for Value Added Tax (VAT) with the Kenya Revenue Authority (KRA). Our VAT registration number is [Your VAT Number].

Tax Treatment of Fees: All subscription fees quoted are exclusive of VAT unless explicitly stated otherwise. The current VAT rate in Kenya (16%) will be added to all invoices where applicable.

Tax Invoices: We will issue compliant tax invoices for all payments received, including:

• Unique invoice number
• Date of invoice
• School's name and PIN number
• Description of services
• Amount charged and VAT separately stated
• Our company details and VAT registration number

School Tax Obligations: Schools are responsible for:

• Providing accurate Tax Identification Number (PIN)
• Ensuring their own tax compliance with KRA
• Properly accounting for VAT in their records
• Meeting all tax filing and payment obligations

Changes in Tax Laws: If Kenyan tax laws change affecting the Service fees, we reserve the right to adjust pricing to reflect the new tax obligations, with reasonable notice provided.

24. Governing Law and Dispute Resolution

Governing Law: These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.

Jurisdiction: The courts of Kenya shall have exclusive jurisdiction over any disputes arising from these Terms or your use of the Service. The venue for any legal proceedings shall be Nairobi, Kenya.

Dispute Resolution Process:

• Step 1 - Informal Resolution: Before initiating formal proceedings, parties agree to first attempt to resolve disputes through good-faith negotiations. Contact us at [disputes@yourcompany.co.ke] with a detailed description of the dispute.
• Step 2 - Mediation: If informal negotiations fail within 30 days, parties agree to attempt mediation through a mutually agreed mediator in Nairobi.
• Step 3 - Arbitration: If mediation is unsuccessful, disputes shall be submitted to binding arbitration in accordance with the Arbitration Act, 1995 of Kenya. The arbitration shall be conducted in English in Nairobi by a single arbitrator appointed by mutual agreement or, failing agreement, by the Chartered Institute of Arbitrators (Kenya Branch).
• Step 4 - Court Action: Either party may file suit in a Kenyan court if arbitration is not feasible or for matters requiring urgent injunctive relief.

Costs: Each party shall bear its own legal costs unless otherwise determined by the arbitrator or court.

Class Action Waiver: You agree that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

25. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is due to circumstances beyond our reasonable control, including:

• Natural disasters (earthquakes, floods, fires, storms)
• War, terrorism, civil unrest, or riots
• Government actions, laws, regulations, or orders
• Pandemics or public health emergencies
• Power outages or telecommunications failures
• Internet service provider failures
• Labor disputes or strikes
• Acts of God

During force majeure events, our performance obligations will be suspended for the duration of the event. We will make reasonable efforts to resume normal operations as soon as possible.

26. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and ROMIQ regarding the Service and supersede all prior agreements, understandings, and communications.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights except as expressly stated.

Notices: All notices under these Terms must be in writing and delivered via:

• Email to the address on file
• Registered mail to the physical address provided
• In-app notification for non-critical matters

Notices are deemed received when delivered if by email, three (3) business days after posting if by mail, or immediately if by in-app notification.

Language: These Terms are written in English. Any translations provided are for convenience only. In case of conflict, the English version prevails.

Headings: Section headings are for convenience only and do not affect the interpretation of these Terms.

27. Changes to Terms and Conditions

We reserve the right to modify, amend, or replace these Terms at any time at our sole discretion.

Notice of Changes: Material changes will be announced at least thirty (30) days before they take effect through:

• Email notification to the address on file
• Prominent notice on the Service interface
• SMS notification (for critical changes)

Minor Changes: Non-material changes (such as formatting, clarifications, or corrections of typographical errors) may be made without advance notice. We will update the "Last updated" date at the top of this document.

Acceptance of Changes: By continuing to access or use the Service after changes become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Service and may cancel your subscription in accordance with Section 7.

Review Responsibility: It is your responsibility to review these Terms periodically for changes. We recommend checking this page whenever you access the Service.

28. Contact Information

For questions, concerns, or inquiries regarding these Terms and Conditions, or for any support needs, please contact us:

Regulatory Authorities: If you have concerns about data protection, you may contact: