StratMIS Subscription Agreement

Between:

Strategic Dimensions (the “Provider”), trading as “StratMIS” (STRATMIS: The all-in-one college management system for South African educational institutions), and
The entity identified in the Order Form (the “Customer”).

Effective Date: As stated in the applicable Order Form or online checkout confirmation.

Website: www.stratmis.co.za

1. Term of the Agreement

The term of this Agreement (the “Term”) commences on the Effective Date and continues for the initial subscription period specified in the Subscription Order Form.
The Agreement automatically renews for successive periods equal to the initial Term unless either party gives written notice of non-renewal at least 30 days prior to the end of the then-current Term.

2. Definitions

User: A named individual (human) account with active access to StratMIS in create and/or edit mode. Deactivated accounts and external portal-only users are not Users.
Subscription Plan: The bundle of StratMIS features, modules, environments, and hosting options purchased by the Customer (as specified in the Subscription Order Form).
Cloud Platform: The Provider’s managed, hosted StratMIS service.
Extension: A custom module, configuration, integration, or code that adds to or changes standard StratMIS behavior.
Covered Extension: An Extension for which the Customer purchases an active maintenance service from the Provider that includes support, bug fixes, upgrade assistance, and security updates.
Covered Versions: The three most recently released major versions of StratMIS.

3. Access to StratMIS

License/Right of Use: For the Term, the Provider grants the Customer a non-exclusive, non-transferable right for its Users to access and use StratMIS in accordance with this Agreement, the Subscription Plan, and applicable documentation.
Cloud:
- Cloud Platform: Accessed remotely and fully managed by the Provider.
Usage Validation: The Customer agrees not to disrupt or alter components that verify subscription validity, usage metrics, or license compliance (including but not limited to number of Users, active features, and Covered Extensions).
Suspension/Revocation: Upon expiration or termination, access and rights granted herein cease immediately. The Customer must cease use of StratMIS and the Cloud Platform, except as expressly allowed for limited data export.

4. Services

4.1 Bug Fixing Service

- The Provider will use commercially reasonable efforts to address verifiable bugs in StratMIS and Covered Extensions reported via the Provider’s support channels. Triage begins within two business days.
- Remedies may include patches, configuration guidance, or upgrades.
- The Provider does not guarantee resolution timelines and is not liable for bugs as further limited in Section 7.

4.2 Security Updates

- Cloud Platform: The Provider will deploy security fixes as they become available on systems under its control without Customer action.

4.3 Upgrade Services

- Cloud Platform: The Provider manages platform upgrades. The Customer will be given reasonable notice for changes that materially impact functionality or configurations, and may be provided testing environments where applicable.

4.4 Cloud Hosting Services

- The Provider will deliver managed hosting with at least:
- - Hosting in reputable data centers with a target of 99.9% network uptime,
  - SSL/TLS encryption in transit,
  - Automated, verified backups with geographic redundancy,
  - A tested disaster recovery plan.
- Detailed service levels, maintenance windows, RTO/RPO, and exclusions may be provided in a separate service level document. In case of conflict, this Agreement controls.

4.5 Support Services

- Scope: The Customer may open support tickets for:
  - Bug reports,
  - Guidance on use of standard features and Covered Extensions,
  - Assistance with upgrades as described in 4.3.
- Out-of-scope items (e.g., bespoke development, third-party products, complex data remediation, training beyond documentation) may be available through separate paid services.
- Availability: Tickets may be submitted via the Provider’s designated support channels during published support hours (business days in the Provider’s region, unless otherwise specified).

4.6 Partners and Third Parties

The Customer may engage partners or service providers at its discretion. The Provider is not responsible for such parties unless explicitly subcontracted by the Provider in writing. If the Provider subcontracts Covered Extension services to a partner, the partner may be the Customer’s primary point of contact for those services.

5. Charges and Fees

5.1 Standard Charges

Fees are based on the Subscription Plan and number of Users stated in the Subscription Order Form.
If, during the Term, the Customer exceeds the number of Users or uses features outside the purchased Subscription Plan, the Customer agrees to pay the applicable list price for the incremental Users/plan uplift for the remainder of the Term.
If applicable, Covered Extensions are charged based on the maintenance tier or measurable metrics (e.g., lines of code or complexity tiers) as specified in the Subscription Order Form. If Covered Extension maintenance lapsed within the last 12 months, reinstatement may incur catch-up fees for the lapsed period.
Unless otherwise specified, all amounts are in South African Rand (ZAR).

5.2 Renewal Charges

On renewal, prior fees may adjust up to 7% unless the Customer has moved to a then-current list price or changed the Subscription Plan or User count. Any promotional or discounted pricing may not carry over to renewal.

5.3 Taxes

All fees are exclusive of taxes. The Customer is responsible for any applicable taxes, including VAT, except for taxes on the Provider’s income. If withholding is required by law, amounts due shall be grossed-up so the Provider receives the amounts it would have received absent such withholding.

6. Conditions of Services

6.1 Customer Obligations

Pay all fees when due, in accordance with the Subscription Order Form and invoice terms.
Promptly notify the Provider of any increase in Users or plan usage.
Maintain security of accounts and credentials; use strong passwords; restrict sharing.
Use the service lawfully and reasonably; refrain from abusive, fraudulent, or illegal activities; comply with any acceptable use policies provided by the Provider.

6.2 No Solicitation

Neither party will solicit for employment any employee of the other party materially involved with the services under this Agreement during the Term and for 12 months thereafter without prior written consent. If such a hire occurs following prohibited solicitation, the hiring party will pay the other party a reasonable recruitment fee of ZAR 600,000.00 as liquidated damages.

6.3 Publicity

Unless otherwise instructed in writing, each party may use the other’s name and logo to identify the other as a customer or supplier in websites, case studies, presentations, and other marketing materials, provided trademarks are used in accordance with brand guidelines.

6.4 Confidentiality

“Confidential Information” means any nonpublic information disclosed by one party to the other that is marked or should reasonably be understood as confidential given its nature and the circumstances. This includes business, technical, security, personal data, and commercial information.
The receiving party will protect Confidential Information using at least the same care it uses for its own similar information (no less than reasonable care). Disclosure is permitted if required by law or court order, subject to prompt notice (where lawful) to allow protective measures.
Confidentiality obligations survive termination for five (5) years, or as required by law for personal or educational records.

6.5 Data Protection (POPIA and other laws)

Roles: The Customer acts as “responsible party” (controller) for personal information processed in StratMIS. The Provider acts as “operator” (processor) when processing personal information to deliver the services.
The Provider will:
- Process personal information only on documented instructions from the Customer and to deliver the services, unless required by law, in which case the Provider will notify the Customer where legally permitted;
- Ensure personnel are bound by confidentiality obligations;
- Implement appropriate technical and organisational security measures to protect personal information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access;
- Assist the Customer to address data subject requests received by the Provider that relate to the Customer’s data;
- Notify the Customer without undue delay after becoming aware of a confirmed personal data breach affecting the Customer’s data;
- Maintain records necessary to demonstrate compliance and reasonably accommodate audits or assessments by the Customer or its designated auditor, subject to reasonable notice, scope, confidentiality, and frequency limits;
- Upon termination, delete or return personal information in the Provider’s possession related to the Customer, subject to legal retention requirements and backup retention schedules.
Subprocessors: The Provider may engage reputable subprocessors (e.g., cloud infrastructure, email, monitoring) under written agreements with data protection obligations no less protective than these. The Provider remains responsible for subprocessors’ performance. A current list of subprocessors will be made available upon request.
Cross-Border Transfers: If personal information is transferred across borders, the Provider will implement appropriate safeguards in accordance with POPIA and, where applicable, GDPR or other relevant laws.

6.6 Termination

For Cause: Either party may terminate this Agreement for material breach if the breach remains uncured 30 days after written notice.
Non-Payment: The Provider may suspend or terminate the services if any undisputed amounts remain unpaid 21 days after the due date and at least three (3) payment reminders have been sent.
Effect of Termination: Customer access ceases. Subject to Section 6.5, the Customer may request standard-format data export within 30 days after termination. Custom export or migration services may be provided at the Provider’s then-current rates.
Survival: Sections 5 (to the extent of accrued rights), 6.2, 6.4, 6.5, 7, and 8 survive termination.

7. Warranties, Disclaimers, Liability

7.1 Warranties

The Provider warrants that it owns or has sufficient rights to provide StratMIS, and that it will perform the services in a professional and workmanlike manner consistent with industry standards, provided the Customer:
- Uses supported configurations,
- Provides sufficient information and cooperation to reproduce and diagnose issues,
- Is current on all payments.
Customer’s exclusive remedy for breach of this warranty is re-performance of the affected services. If the Provider cannot re-perform in a commercially reasonable manner, the Customer may receive a credit or refund of the affected fees for the period impacted.

7.2 Disclaimers

Except as expressly provided, the services, software, and documentation are provided “as is” and “as available,” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the services will be uninterrupted or error-free.
The Provider does not warrant compliance with specific third-party or regulatory requirements, including but not limited to DHET, SETA, SAQA, NLRD, QCTO, or funders’ requirements. StratMIS provides tools to support compliance workflows; the Customer remains responsible for compliance decisions, content accuracy, and submissions.

7.3 Limitation of Liability

Cap: To the maximum extent permitted by law, each party’s aggregate liability arising from or related to this Agreement shall not exceed the total fees paid or payable by the Customer to the Provider under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion: Neither party will be liable for indirect, consequential, special, punitive, or incidental damages (including loss of profits, revenue, goodwill, data, or business interruption), even if advised of the possibility.
Essential Purpose: These limitations apply regardless of the form of action and are fundamental elements of the bargain.
Exclusions from Cap: The foregoing cap does not limit liability for unauthorised use or disclosure of the other party’s Confidential Information, infringement or misappropriation of the Provider’s intellectual property by the Customer, or amounts otherwise not excludable under applicable law.

7.4 Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, power or internet outages, strikes, war, terrorism, civil unrest, epidemics, governmental action, or disasters, provided reasonable mitigation efforts are undertaken.

8. General Provisions

8.1 Governing Law; Venue

This Agreement is governed by the laws of the Republic of South Africa, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in South Africa (and, unless otherwise agreed, the High Court with jurisdiction over Johannesburg), for any dispute arising out of or relating to this Agreement.

8.2 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

8.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, with notice.

8.4 Entire Agreement; Order of Precedence

This Agreement, together with the Subscription Order Form(s) and any referenced policies or service descriptions explicitly incorporated by reference, constitutes the entire agreement and supersedes all prior or contemporaneous agreements regarding its subject. In case of conflict, the Subscription Order Form prevails, then this Agreement, then any supplemental documents.

8.5 Amendments; Waivers

Changes to this Agreement must be in writing and signed or otherwise expressly agreed by both parties. A waiver must be in writing and will not constitute a waiver of any subsequent breach.

8.6 Notices

Notices must be in writing and delivered by email with confirmation, courier, or registered mail to the contact details stated in the Subscription Order Form, or as updated by notice. Notices are deemed received upon confirmed delivery or the next business day for email with confirmation.

8.7 Export and Sanctions

Each party will comply with applicable export control and sanctions laws. The Customer will not permit users in embargoed countries or prohibited parties to access StratMIS.

8.8 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

9. StratMIS Use Rights and IP

StratMIS and all related software, documentation, designs, know-how, and trademarks are owned by the Provider or its licensors. No rights are granted other than those expressly set out in this Agreement.
The Customer grants the Provider a non-exclusive license to process Customer Data for the purpose of delivering the services, improving and securing the platform (including anonymised or aggregated analytics), and as otherwise permitted by law and this Agreement.
Feedback: The Customer may submit suggestions or feedback; the Provider may use them without restriction or obligation.

10. Education-Sector Specific Terms

Records and Reporting: StratMIS provides configurable workflows and fields to assist with DHET, SETA, SAQA, NLRD, and QCTO-related processes. The Customer is responsible for the completeness, accuracy, and timeliness of data, validations, and submissions to authorities or bodies.
Integrations: Where stratified integrations or file formats are provided (e.g., NLRD submissions), they are supplied “as is” and may require configuration changes if external schemas or requirements change. Significant rework due to external changes may be a billable service.
Data Retention: The Customer is responsible for setting retention schedules consistent with institutional policies and law. The Provider’s Cloud backup and archival practices are for continuity and disaster recovery, not a substitute for records-management policies.

11. Data Export and Transition Assistance

During the Term and for 30 days following termination, the Customer may export its data using available export tools. Additional migration assistance is available at the Provider’s then-current professional services rates.

12. Counterparts; Electronic Acceptance

This Agreement may be executed in counterparts or accepted electronically via an Subscription Order Form, click-through, or online checkout. Electronic signatures and acceptances are binding.