Terms of Service

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Services.

If you are using the Services on behalf of a school, educational institution, or other organisation, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” refers to both you individually and the entity you represent.

For schools that have executed a separate subscription or enterprise agreement with Makronexus (a “Customer Agreement”), that Customer Agreement will govern to the extent of any conflict with these general Terms.

• “Services”: The Makronexus Education platform, website, APIs, mobile applications, admissions workflows, and any related tools, features, or services provided by Makronexus.
• “Platform”: The cloud-hosted or self-hosted Makronexus Education software application.
• “School” or “Customer”: An educational institution, school group, or organisation that subscribes to the Services.
• “User”: Any individual who accesses or uses the Services, including administrators, teachers, staff, parents, guardians, and learners.
• “School Data”: All data entered into, generated by, or stored within the Platform by or on behalf of a School, including learner records, staff records, financial data, and communications.
• “Content”: Text, images, documents, files, templates, reports, and any other material uploaded to or created within the Services.
• “Customer Agreement”: A separately executed subscription, licensing, or enterprise agreement between Makronexus and a School.

Makronexus Education is an enterprise school management platform that provides:

• Student information management: Enrolment, profiles, academic records, attendance, discipline, and reporting.
• Admissions: Online applications, workflow automation, document collection, and family communications.
• Assessments & reporting: Grade books, mark sheets, report card generation, and analytics dashboards.
• Fees & billing: Fee structures, invoicing, payment tracking, and receipting.
• Communications: Announcements, messaging, SMS/email notifications, and parent portals.
• Compliance & audit: Audit trails, permission management, and Ministry-aligned reporting templates.
• Staff management: Timetabling, leave management, and professional development tracking.

The specific features available to your School depend on your subscription plan and any modules enabled under your Customer Agreement.

• You must be at least 18 years old (or the age of majority in your jurisdiction) to create an administrator account. Learner and parent accounts may be created by the School.
• You must provide accurate, current, and complete information during registration and keep your account details up to date.
• Each user account is personal. You must not share login credentials or allow others to access your account.
• Schools are responsible for provisioning and de-provisioning user accounts, assigning appropriate roles and permissions, and removing access when staff leave or roles change.
• You are responsible for all activities that occur under your account. Notify us immediately at louis.gadza@makronexus.com if you suspect unauthorised access.

As a user of the Services, you agree to:

• Use the Services only for their intended educational and operational purposes.
• Comply with all applicable laws and regulations, including the Cyber and Data Protection Act [Chapter 12:07].
• Maintain the security of your account credentials and enable multi-factor authentication where available.
• Ensure that any Content you upload does not infringe third-party rights or contain malicious code.
• Report security vulnerabilities or suspected breaches to us promptly.
• Cooperate with our reasonable security measures and guidelines, including password complexity requirements.

You agree not to:

• Use the Services for any unlawful, fraudulent, or malicious purpose.
• Attempt to gain unauthorised access to any part of the Services, other accounts, computer systems, or networks.
• Bypass, circumvent, or attempt to circumvent authentication, authorisation, or security controls.
• Upload, transmit, or distribute malware, viruses, or other harmful code.
• Interfere with or disrupt the Services, servers, or networks connected to the Services.
• Scrape, crawl, or extract data from the Services at scale without express written permission.
• Use the Services to send unsolicited communications (spam).
• Reverse-engineer, decompile, or disassemble any part of the Services (except where permitted by applicable law).
• Sublicense, resell, or redistribute the Services without written authorisation.
• Access data belonging to another School or tenant without authorisation.
• Use the Services to store or process data unrelated to educational or school operations.

We reserve the right to suspend or terminate access for violations of this Acceptable Use Policy, with or without notice depending on the severity of the violation.

• Ownership: School Data belongs to the School. Makronexus does not claim ownership of any School Data.
• Processing role: For School Data, the School acts as the data controller, and Makronexus acts as the data processor, processing School Data only as instructed by the School and in accordance with the applicable agreement.
• Privacy Policy: Our processing of personal data is governed by our Privacy Policy. For formal data processing terms, see our Data Processing Addendum.
• No selling: We do not sell School Data to third parties. We do not use School Data for advertising or unrelated purposes.
• Data export: Schools may export their data in standard formats (CSV, PDF) at any time during the subscription period.
• Compliance: Schools are responsible for ensuring that their use of the Services complies with applicable privacy and data protection laws, including obtaining any necessary consents or providing required notices.

• Our IP: Makronexus and its licensors retain all rights, title, and interest in the Services, including all software, designs, documentation, APIs, trademarks, logos, and proprietary content (excluding School Data).
• Limited licence: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal educational and operational purposes during the subscription term.
• Restrictions: You may not copy, modify, create derivative works of, distribute, sell, lease, or sublicence the Services or any part thereof, except as expressly permitted.
• Feedback: If you provide suggestions, ideas, or feedback about the Services, we may use them without obligation to compensate you.
• School content: Schools retain all intellectual property rights in their Content and School Data. Makronexus claims no ownership of such materials.

• Subscription fees: Fees, billing frequency, and payment terms are as set out in your Customer Agreement or the applicable pricing plan.
• Currency: Fees are quoted in the currency specified in your Customer Agreement (typically USD or ZWG).
• Payment methods: We accept payment via bank transfer, mobile money, and card payments through our approved payment processors.
• Late payments: Invoices are due within the period specified in your Customer Agreement. We reserve the right to suspend access to the Services for accounts with overdue payments after providing reasonable notice.
• Taxes: Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and levies imposed by any governmental authority in connection with your use of the Services.
• Price changes: We may adjust pricing with at least 60 days' written notice before the start of a new billing period. Price changes do not apply retroactively.
• Refunds: Refund policies are as specified in your Customer Agreement. Where no Customer Agreement exists, fees are non-refundable except as required by applicable law.

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services (“Confidential Information”), including business plans, technical specifications, pricing, and School Data.

• Confidential Information will not be disclosed to third parties except as necessary to provide the Services (e.g. to sub-processors under appropriate agreements), as required by law, or with the disclosing party's prior written consent.
• The receiving party will protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
• Confidentiality obligations survive termination of the agreement for a period of 3 years, except for trade secrets which remain protected indefinitely.

• We endeavour to maintain high availability of the Services but do not guarantee uninterrupted or error-free operation.
• Scheduled maintenance windows will be communicated in advance where practicable and scheduled during low-usage periods.
• Schools with a Customer Agreement may have specific service level commitments, including uptime targets and remedies for downtime. Those terms supersede this section.
• We may modify, update, or discontinue features of the Services over time. We will provide reasonable notice of material changes.

• We provide customer support via email, in-app channels, and such other means as we may make available.
• Support hours, response times, and escalation procedures are as specified in your Customer Agreement or our published support documentation.
• We regularly release updates, patches, and improvements. These are applied automatically for cloud-hosted deployments. Self-hosted customers are responsible for applying updates in accordance with our guidance.
• We may provide training materials, documentation, and onboarding assistance as part of the subscription.

The Services may integrate with or contain links to third-party services, including:

• Payment processing providers for fee collection.
• Email and SMS delivery services for notifications.
• Cloud infrastructure and hosting providers.
• Analytics and monitoring tools for service improvement.

Third-party services are governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, content, or practices of third-party services. Your use of third-party services is at your own risk.

We vet our key service providers for security and reliability, and maintain contractual protections for data they process on our behalf.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory.
• We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
• We do not warrant that the Services will meet your specific requirements or expectations unless expressly stated in a Customer Agreement.
• The Services are not intended to replace professional legal, financial, medical, or educational advice. Schools should seek independent advice for critical decisions.

Where a Customer Agreement provides specific warranties or representations, those terms govern.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Exclusion of indirect damages: In no event will Makronexus be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services, arising out of or in connection with the Services.
• Liability cap: Makronexus's total aggregate liability for all claims arising out of or in connection with the Services will not exceed the total fees paid by you to Makronexus in the 12 months preceding the event giving rise to the claim.
• Exceptions: These limitations do not apply to: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by applicable law.

Where your Customer Agreement includes specific liability terms, those terms take precedence.

You agree to indemnify, defend, and hold harmless Makronexus, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your violation of these Terms.
• Your violation of applicable laws or third-party rights.
• Your School Data or Content (including claims that it infringes intellectual property rights).
• Unauthorised access resulting from your failure to secure account credentials.

• Term: These Terms remain in effect for as long as you use the Services, unless terminated earlier under a Customer Agreement or these Terms.
• Termination by you: You may stop using the Services at any time. Schools may terminate under the provisions of their Customer Agreement.
• Termination by us: We may suspend or terminate your access immediately if: (a) you breach these Terms; (b) your use poses a security risk; (c) required by law; (d) your account is inactive for an extended period; or (e) you fail to pay applicable fees after notice.
• Notice: Where practicable, we will provide reasonable notice before termination and an opportunity to cure the breach, except in cases of serious security threats or legal requirements.

Upon termination:

• Your right to access the Services ceases immediately (unless a wind-down period is specified in your Customer Agreement).
• We will make School Data available for export for a period of up to 90 days following termination, unless otherwise agreed.
• After the export period, School Data will be deleted in accordance with our retention policy, subject to legal obligations (e.g. financial records may be retained as required by Zimbabwean tax law).
• Provisions of these Terms that by their nature should survive termination will survive, including: intellectual property, confidentiality, limitation of liability, indemnification, and governing law.

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, civil unrest, government actions, power outages, internet failures, telecommunications disruptions, and cyberattacks.

The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 90 days, either party may terminate the agreement upon written notice.

• Governing law: These Terms are governed by and construed in accordance with the laws of the Republic of Zimbabwe, without regard to conflict of law principles.
• Negotiation: The parties will first attempt to resolve any dispute through good-faith negotiation.
• Mediation: If negotiation fails within 30 days, the parties may submit the dispute to mediation before a mutually agreed mediator.
• Jurisdiction: Any disputes not resolved through negotiation or mediation will be subject to the exclusive jurisdiction of the courts of Zimbabwe (High Court of Zimbabwe, Harare).
• Injunctive relief: Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

• Entire agreement: These Terms, together with the Privacy Policy, Cookie Policy, DPA, and any Customer Agreement, constitute the entire agreement between you and Makronexus regarding the Services.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: We may provide notices through the Platform, via email to the address associated with your account, or by posting notices on our website. Notices from you should be sent to the contact details in Section 22.
• No agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Makronexus.
• Headings: Section headings are for convenience only and do not affect the interpretation of these Terms.
• Language: These Terms are provided in English. In the event of any translation, the English version will prevail.

For questions, concerns, or notices regarding these Terms, contact us: