Dambiiwwan Ittifayyadamaa

1. Preamble, Corporate Identity & Contractual Structure

1.1 Operating Entity: SchoolBridge is owned, developed, operated, and maintained by BlueCore Software Private Limited Company (“BlueCore Software PLC” or “BlueCore”, “we”, “us”), a technology enterprise duly organized, registered, and licensed under the Commercial Code of Ethiopia (Proclamation No. 1243/2021) and Commercial Registration and Business License Proclamation No. 980/2016. BlueCore Software PLC is registered under Principal Registration No. AACATB/2/0278594/2018, Business License No. AACATB/14/672/50471350/2018, and Taxpayer Identification Number (TIN) 0107102897, issued by the Addis Ababa City Administration Trade Bureau, with registered corporate headquarters at Woreda 07, House No. 00, Yeka Sub-City, Addis Ababa, Ethiopia (Telephone: +251 91 962 1976).

1.2 Multi-Party Legal Framework: This Agreement constitutes a binding contract between BlueCore and:

1. The Institutional Subscriber (“School”): The licensed educational institution that purchases an institutional subscription license to SchoolBridge.
2. Authorized End Users (“End Users”): Individuals provisioned, invited, or granted credentials under the School’s tenant subscription, including School Directors, Administrators, Registrars, Teachers, Finance Officers, Transport Staff, Parents, Legal Guardians, and Enrolled Students.

1.3 Precedence: In the event of an express conflict between a bespoke written Master Service Agreement executed between BlueCore and a School, and this digital Agreement, the bespoke written agreement shall prevail solely with respect to the specific provisions in conflict.

2. Statutory Definitions & Legal Framework

All terms in this Agreement are interpreted pursuant to the Constitution and Proclamations of the Federal Democratic Republic of Ethiopia:

• Personal Data Protection Proclamation No. 1321/2024: Governs all personal data processing. Under Article 2(5), the School is the Data Controller. Under Article 2(6), BlueCore is the Data Processor.
• Commercial Code of Ethiopia (Proclamation No. 1243/2021): Governs corporate representation, commercial transactions, and institutional capacity.
• Income Tax (Amendment) Proclamation No. 1395/2025 & Pension Proclamation No. 1268/2022: Governs PAYE income tax brackets and POESSA pension schemes (11% employer, 7% employee).
• Electronic Signature Proclamation No. 1072/2018: Governs the legal validity and enforceability of digital signatures, electronic certifications, and audit trails within the platform.
• Fayda National Digital Identity: Issued and verified by the National ID Program of Ethiopia (NIDP) via eSignet / OpenID Connect (OIDC) protocols.

3. Scope of Services (Integrated LMS & ERP Suite)

SchoolBridge is architected as an integrated educational platform engineered specifically for the infrastructure realities of Ethiopia, delivering both academic learning delivery and operational administrative automation:

4. Subscription Tiers, Provisioning & Commercial Terms

4.1 Subdomains & Provisioning: Upon subscription approval, BlueCore provisions an isolated tenant instance mapped to a canonical subdomain ({subdomain}.schoolbridge.et). Subdomains remain the functional locator property of BlueCore and are assigned during the active subscription period.

4.2 Currency & Billing: All fees are payable in Ethiopian Birr (ETB), inclusive of applicable VAT/TOT. Payment terms are fifteen (15) calendar days from invoice issuance. If unpaid thirty (30) days past due, BlueCore may switch the tenant to read-only administrative mode upon seven (7) business days electronic notice.

5. Authorized Access, Passwords & Fayda ID Federation

Access to SchoolBridge is restricted to verified school directors, staff, students, and parents. The School administers user provisioning and role permissions. Users may authenticate using registered Ethiopian phone numbers (SMS OTP) or integrated Fayda National Digital ID federation. Users are strictly responsible for safeguarding their login credentials.

6. Data Ownership & Controller-Processor Roles (Proclamation No. 1321/2024)

6.1 Sole Ownership of School Data: The School retains exclusive ownership of, and all intellectual property rights in, all student records, academic marks, financial transactions, staff registries, and parent data. BlueCore asserts zero ownership claim over School Data.

6.2 Roles under Ethiopian Law: Pursuant to Proclamation No. 1321/2024:

• School as Data Controller: The School determines the lawful basis for collecting parent and student data, obtains necessary parental consent, and configures user role permissions.
• BlueCore as Data Processor: BlueCore processes personal data exclusively on documented instructions from the School to deliver the contracted software services. BlueCore never sells, rents, or monetizes school data.

7. Database Architecture & Row-Level Security Isolation

SchoolBridge enforces multi-tenant segregation at the database engine layer utilizing PostgreSQL Row-Level Security (RLS). Every query is bound to school_id via cryptographic session tokens. Cross-tenant data leakage is strictly prohibited and mathematically prevented by the database engine.

8. Tuition Invoicing, Telebirr Gateway & Direct Surcharge Allocation

SchoolBridge integrates with licensed Ethiopian payment systems (Telebirr, CBE Birr, Chapa). Third-party payment gateway transaction fees are distinct from SchoolBridge subscription fees. Under institutional settings (/director/finance), the School chooses whether payment gateway fees are absorbed by the school or passed directly to the paying parent.

9. Statutory Payroll, POESSA Remittances & Complete Indemnification

9.1 Calculation Service: SchoolBridge provides computational assistance based on Proclamation No. 1395/2025 and Proclamation No. 1268/2022. SchoolBridge is a software calculation tool, not a certified public accounting firm.

10. Attendance Telemetry, Multi-Campus GPS Geofencing & Staff Biometrics

Student and staff attendance telemetry is processed in real-time. GPS coordinates captured during staff mobile clock-in are verified strictly against school-defined campus geofence perimeters. Location data is collected solely for attendance validation and is never tracked continuously in the background.

11. Academic Integrity Engine (Check-Me Addon) & Institutional Corpus Rights

The Check-Me Addon provides academic integrity verification, keystroke telemetry, and micro-viva oral defense questions. Under Section 11.4, student submissions remain the property of the student/school. Schools may toggle cross-school similarity indexing on or off in /director/academic-settings.

12. School Communication Book, Messaging & Transactional Outbox

Parent-staff messaging, student diaries, and institutional announcements are processed via an asynchronous transactional outbox delivering SMS (Africa’s Talking / GeezSMS) and email (Resend). Communications are archived for institutional auditing and parental dispute resolution.

13. Digital Library Circulation, Barcode Tracking & Educational Content

SchoolBridge provides barcode labeling (Code 128 / QR) and circulation tracking for physical books and digital curriculum assets. The School represents that all digital textbooks uploaded into the library comply with Ethiopian copyright law and licensing agreements.

14. Admissions Portal, Application Fees & Student Record Ingestion

Schools can configure online admissions application forms, entrance exam scheduling, and application fee collection. Admitted student profiles, parent details, and birth certificates automatically ingest into core academic rosters upon director approval.

15. Student & Staff Identification Badges (CR80 Cards) & Verification Routing

SchoolBridge generates print-ready CR80 PVC photo ID cards encoded with secure dynamic QR codes. Scanning an active card resolves to a cryptographically authenticated public verification screen verifying current enrollment, grade, and emergency contacts.

16. Transport Fleet Logistics, Route Geocoding & Bus Manifests

Transport modules provide student bus manifests, stop geocoding, and driver roster verification. Pickup and drop-off check-ins send immediate notifications to parents, enhancing student safety during daily transit.

17. Service Level Commitment, Uptime & Scheduled Maintenance

BlueCore targets a 99.5% monthly availability for core administrative modules. Scheduled maintenance is conducted during off-peak hours (11:00 PM – 4:00 AM East Africa Time) with advance notice provided via in-app dashboard banners.

18. Intellectual Property Rights & Tenant License

SchoolBridge, including its source code, database schemas, algorithms, user interfaces, and brand marks, remains the sole and exclusive intellectual property of BlueCore Software PLC. The School is granted a non-exclusive, non-transferable license to use the software during the active subscription period.

19. Confidentiality & Protection of Trade Secrets

Both parties agree to treat non-public information disclosed during the term of this Agreement as strictly confidential. Confidential information includes institutional financial ledgers, salary configurations, and proprietary software specifications.

20. Warranties, Disclaimers & Statutory Limitation of Liability

To the maximum extent permitted by Ethiopian law, BlueCore’s aggregate liability arising out of or related to this Agreement shall be strictly capped at the total subscription fees paid by the School to BlueCore during the twelve (12) months immediately preceding the claim, or 100,000 ETB, whichever is lower. If no fees were paid (e.g. trial tier), liability is capped at 10,000 ETB.

21. Term, Suspension, Data Portability & Orderly Teardown

21.1 Complimentary 60-Day Portability Window: Upon termination or expiration of subscription, the School is granted a complimentary sixty (60) calendar day read-only window to export all student grades, transcripts, attendance logs, and financial records via one-click archive.

21.2 Cold Archive & Cryptographic Wipe: Past sixty (60) days, data enters an archived state (retained up to a maximum of 365 calendar days). Following 365 days, BlueCore executes a permanent cryptographic deletion in accordance with Proclamation No. 1321/2024.

22. Dispute Resolution & Amicable Negotiation

In the event of any dispute or controversy arising out of this Agreement, the parties shall first attempt in good faith to resolve the dispute through amicable negotiations between designated executive representatives within thirty (30) calendar days.

23. Governing Law, Amicable Settlement & Binding Arbitration

This Agreement is governed by and construed in accordance with the substantive laws of the Federal Democratic Republic of Ethiopia (Commercial Code Proclamation No. 1243/2021, Civil Code Proclamation No. 165/1960, and Arbitration and Conciliation Working Procedure Proclamation No. 1237/2021).

The parties commit to good-faith amicable executive negotiations for fifteen (15) business days. Any unresolved dispute shall be referred to final and binding arbitration administered by the Addis Ababa Chamber of Commerce and Sectoral Associations (AACCSA) Arbitration Center in Addis Ababa, Ethiopia. The arbitral tribunal shall consist of a sole arbitrator, and the award shall be final, conclusive, and enforceable in any court of competent jurisdiction. Pursuant to Section 23.5, the English language version of this Agreement shall be the sole authoritative text.