Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and ROAN Learning Designs Ltd (“ROAN,” “we,” “our,” or “us”), a company registered under the laws of the Republic of Kenya (Registration No. BN-DLZSRRKYE), with its principal office in Nairobi, Kenya.

By accessing, browsing, registering on, or using our website at roanldt.co.ke and the ROAN Learning Operating System (L-OS) platform, including all associated dashboards, APIs, mobile applications, and services (collectively, the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms, guidelines, or rules referenced herein.

If you are accessing or using the Platform on behalf of an educational institution, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

2. Eligibility

The Platform is intended for use by educational institutions, their authorised administrators, teachers, parents, guardians, and students within the Republic of Kenya and such other jurisdictions where ROAN makes the Platform available.

To register for an account, you must be at least eighteen (18) years of age, or be a student whose account has been created by an authorised school administrator or parent/guardian. By creating an account, you represent and warrant that all information provided during registration is accurate, current, and complete, and that you will maintain and promptly update such information as necessary.

Students under the age of eighteen (18) may use the Platform only through accounts created and managed by their subscribing school or parent/guardian, and their use is subject to parental or institutional consent as described in our Privacy Policy.

3. Account Registration and Security

Certain features of the Platform require you to register for an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the confidentiality of your login credentials (username and password)
• Immediately notify ROAN of any unauthorised use of your account or any other security breach
• Accept full responsibility for all activities that occur under your account
• Not share your account credentials with any third party

ROAN reserves the right to suspend or terminate any account that we reasonably believe has been compromised, is being used fraudulently, or is in violation of these Terms.

4. Description of Platform Services

The ROAN L-OS platform provides the following core services to subscribing educational institutions and their authorised users:

• Competency graph mapping across the KICD Competency-Based Curriculum (CBC) from Pre-Primary 1 through Grade 10
• Real-time student competency tracking aligned to KNEC mastery levels (Exceeding Expectations, Meeting Expectations, Approaching Expectations, Below Expectations)
• The 40:60 School-Based Assessment (SBA) to Summative assessment framework with automated Mastery Score calculation
• Early Warning System (EWS) with real-time parent and teacher notifications
• Mastery Progression Blocks with targeted intervention triggers
• Role-based dashboards for school administrators, teachers, parents, students, and publishers
• Automated academic report generation and transcript management
• Analytics dashboards, data visualisations, and institutional performance insights

The specific features and service tiers available to you depend on the subscription plan selected by your subscribing institution. ROAN reserves the right to modify, enhance, or discontinue any feature of the Platform at its discretion, with reasonable prior notice to affected users.

5. Subscription, Fees, and Payment

5.1 Subscription Model

Access to the ROAN L-OS platform is provided on a subscription basis to educational institutions. Individual users (teachers, parents, students) access the Platform through their institution’s subscription. Subscription tiers, pricing, and feature availability are set out in the applicable subscription agreement between ROAN and the subscribing institution.

5.2 Payment Terms

All fees are payable in Kenyan Shillings (KES) unless otherwise agreed in writing. Payment terms, including invoicing frequency and due dates, are specified in the subscription agreement. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Taxes

All fees quoted are exclusive of applicable taxes, including Value Added Tax (VAT) at the prevailing rate under the Kenya Value Added Tax Act, 2013. The subscribing institution is responsible for all applicable taxes arising from the use of the Platform.

5.4 Refund Policy

Subscription fees are non-refundable except where required by applicable law or as expressly stated in the subscription agreement. Partial refunds may be considered at ROAN’s sole discretion where a material service failure has occurred that is attributable to ROAN and has not been remedied within thirty (30) days of written notice.

6. Acceptable Use and User Conduct

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Platform in any manner that violates any applicable national or international law or regulation
• Access or attempt to access any part of the Platform that you are not authorised to access
• Interfere with, disrupt, or attempt to gain unauthorised access to the Platform’s servers, networks, or databases
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform
• Use automated tools, bots, crawlers, or scrapers to access, extract, or index data from the Platform without prior written consent
• Upload, transmit, or distribute any viruses, malware, or other harmful code
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity
• Use the Platform to harass, bully, threaten, defame, or discriminate against any individual
• Share, distribute, or disclose any student or child data obtained through the Platform to any unauthorised third party
• Use any data obtained through the Platform for commercial purposes unrelated to the educational services provided

7. Intellectual Property Rights

7.1 ROAN’s Intellectual Property

The Platform, including all software, code, algorithms, databases, user interfaces, designs, graphics, logos, trademarks, service marks, trade names, domain names, content, documentation, and all other materials associated with the Platform (collectively, “ROAN IP”), are the exclusive property of ROAN Learning Designs Ltd or its licensors and are protected by the laws of Kenya (including the Kenya Copyright Act, 2001, the Trade Marks Act, and the Industrial Property Act, 2001) and applicable international intellectual property treaties.

Nothing in these Terms grants you any right, title, or interest in or to any ROAN IP, except for the limited, non-exclusive, non-transferable, revocable licence to access and use the Platform in accordance with these Terms and your institution’s subscription agreement.

7.2 User Content

You retain ownership of any content, data, or materials that you upload, submit, or input into the Platform (“User Content”). By submitting User Content, you grant ROAN a non-exclusive, worldwide, royalty-free licence to use, store, process, and display your User Content solely for the purpose of providing and improving the Platform services. This licence terminates upon deletion of your User Content or termination of your account, subject to applicable retention periods described in our Privacy Policy.

7.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform (“Feedback”), you acknowledge that ROAN may use such Feedback without restriction and without obligation to compensate you.

8. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or court order. This obligation of confidentiality shall survive the termination of these Terms for a period of five (5) years.

9. Disclaimers and Limitation of Liability

9.1 Platform Availability

ROAN endeavours to maintain the Platform in a fully operational state but does not guarantee uninterrupted, error-free, or secure access at all times. The Platform may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control (including force majeure events such as natural disasters, power outages, telecommunications failures, governmental actions, pandemics, or cyberattacks).

9.2 No Warranty

The Platform is provided on an “as is” and “as available” basis, to the fullest extent permitted by applicable law. ROAN expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ROAN does not warrant that the Platform will meet your requirements, that the results obtained from the use of the Platform will be accurate or reliable, or that any defects in the Platform will be corrected.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall ROAN, its directors, officers, employees, agents, or affiliates 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, arising out of or in connection with your use of or inability to use the Platform, even if ROAN has been advised of the possibility of such damages.

ROAN’s total aggregate liability arising out of or in connection with these Terms or the use of the Platform shall not exceed the total amount of fees paid by your subscribing institution to ROAN in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred thousand Kenyan Shillings (KES 100,000), whichever is greater.

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

10. Indemnification

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

• Your use of or access to the Platform
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property or privacy rights
• Any unauthorised disclosure of student data or other personal data attributable to your actions or omissions

11. Termination

11.1 Termination by You

You may terminate your use of the Platform at any time by ceasing to use the Platform and, if applicable, by requesting account deletion through your school administrator or by contacting us at support@roanldt.co.ke. Institutional subscribers may terminate their subscription in accordance with the terms of the applicable subscription agreement.

11.2 Termination by ROAN

ROAN reserves the right to suspend or terminate your access to the Platform, with or without notice, if:

• You breach any provision of these Terms
• Your subscribing institution’s subscription expires or is terminated
• We are required to do so by law, regulation, or court order
• We reasonably believe your account has been compromised or is being used fraudulently
• Continued provision of the Platform becomes commercially impracticable

11.3 Effect of Termination

Upon termination, your right to access and use the Platform shall immediately cease. ROAN will retain your personal data in accordance with the retention periods specified in our Privacy Policy. Upon request, ROAN will export your data in a commonly used, machine-readable format prior to deletion, subject to applicable retention obligations.

12. Dispute Resolution

12.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of not less than thirty (30) days.

12.2 Mediation

If the dispute cannot be resolved through negotiation, either party may initiate mediation through the Nairobi Centre for International Arbitration (NCIA) or any other mutually agreed mediation body. The costs of mediation shall be shared equally between the parties.

12.3 Arbitration

If mediation fails to resolve the dispute within sixty (60) days, either party may submit the dispute to binding arbitration under the Arbitration Act, 1995 (Laws of Kenya). The arbitration shall be conducted in Nairobi, Kenya, in the English language, by a sole arbitrator appointed in accordance with the NCIA Arbitration Rules. The arbitrator’s award shall be final and binding on both parties.

12.4 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya. For matters not subject to arbitration, the courts of Kenya shall have exclusive jurisdiction.

13. Service Level Commitments

ROAN commits to a target Platform availability of 99.5% uptime, measured on a monthly basis, excluding scheduled maintenance windows communicated at least forty-eight (48) hours in advance. In the event that Platform availability falls below this target due to reasons attributable to ROAN, affected subscribing institutions may be eligible for service credits as set out in their subscription agreement.

ROAN shall use commercially reasonable efforts to provide technical support during business hours (Monday to Friday, 8:00 AM to 5:00 PM East Africa Time), with a target initial response time of four (4) business hours for critical issues and twenty-four (24) business hours for non-critical issues.

14. Force Majeure

ROAN shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, riots, epidemics, pandemics, government actions, power failures, telecommunications failures, cyberattacks, or disruptions to third-party infrastructure. In such events, ROAN’s obligations shall be suspended for the duration of the force majeure event, and ROAN shall use reasonable efforts to mitigate its effects and resume performance.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the economic and legal intent of the original provision.

16. Entire Agreement

These Terms, together with the Privacy Policy, any applicable subscription agreement, and any Data Processing Agreement, constitute the entire agreement between you and ROAN with respect to your use of the Platform. These Terms supersede all prior or contemporaneous communications, proposals, and representations, whether oral or written, relating to the subject matter hereof.

17. Waiver

No waiver of any provision of these Terms shall be effective unless made in writing and signed by ROAN. No failure or delay by ROAN in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise thereof preclude any further exercise.

18. Assignment

You may not assign, transfer, or sublicense your rights or obligations under these Terms without the prior written consent of ROAN. ROAN may assign its rights and obligations under these Terms to any affiliate or successor entity without your consent, provided that the assignee agrees to be bound by these Terms.

19. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by registered mail, or sent by email to the addresses set out below:

Notices to you will be sent to the email address associated with your account or to the contact details provided by your subscribing institution.

20. Contact Information

For any questions, concerns, or requests regarding these Terms of Service or our Privacy Policy, please contact us at:

For complaints regarding data protection, you may also contact the Office of the Data Protection Commissioner (ODPC) at complaints@odpc.go.ke or P.O. Box 1927-00100, Nairobi, Kenya.