We are UpGrade LX (Pty) Ltd, registration number 2024/591071/07, with registered address Venture Workspace Constantia, First Floor Constantia Checkers Emporium c/o Ladies Mile and, Spaanschemat River Rd, Constantia, Cape Town, 7806, South Africa.

You are the Institution, Student or Guardian making use of the Platform directly or indirectly (e.g. via the API, Ace, or one of our official LMS integrations).

These Terms of Services apply to all Users and should be interpreted based on whether you are an Institution, Student or Guardian as defined herein.

These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa. You agree that any dispute or claim arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

These terms were last updated on 30 June 2025.

UpGrade LX provides several services including:

You warrant that you have the legal authority and requisite consent from the Institution, Student(s) and/or Guardian(s) as applicable to use the Platform to process the Student Data, in accordance with the data protection laws of South Africa, or equivalent data legislation in the country in which you reside.

The Platform is not intended for use by children under the age of 13 without the involvement and supervision of a parent or legal guardian. Where a Student is a minor under the applicable laws of their jurisdiction, their use of the Platform must be authorised by a parent, legal guardian, or educational Institution who shall be responsible for ensuring lawful processing of the Student’s data.

You must not use or allow the use of the Platform for any other purpose other than those outlined in these Terms, and will under no circumstances use the Platform for any illegal or unethical purpose.

We reserve the right to terminate your access with immediate effect (and the Institution where you act on its behalf) for any violations of the AUP.

All Users who are granted access to the platform must be suitably authorised by the Institution to which they are linked. Each user must have their own credentials and these may not be shared between Users.

We commit to maintaining high availability and uptime and aim for an uptime of at least 99.5% excluding scheduled maintenance windows.

We reserve the right to throttle usage to maintain Platform stability.

The Platform leverages third party tools including AI technologies which may have inherit inaccuracies, limitations, biases and suffer from hallucinations amongst other imperfections. Whilst UpGrade endeavours to mitigate these, the evaluation, quality assurance and use of the Processing outputs remains the responsibility of the Institution or User as the case may be. UpGrade will not be held liable for any inaccurate information or outputs produced by the Platform and makes no warranties as to it being fit for any particular purpose.

To the maximum extent permitted by law, UpGrade shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of data, profits, or business, arising from the use of or inability to use the Platform. Our total liability under these Terms shall not exceed the total fees paid by the Institution in the six (6) months preceding the claim.

We reserve the right to terminate the Platform for any reason with 30 days notice to you. Where any pre-payments have been made to us, these will be refunded pro-rata within 30 days of termination.

UpGrade reserves the rights to all IP related to the Platform, excluding Institutional Data and Student Data.

Institutional Users warrant that they hold the copyright to - or a license to use - any content that is supplied to us or used by the Platform for Processing. By providing any material to us, you agree to indemnify us against any copyright or IP infringement that may result should you not have obtained the necessary permission.

You grant UpGrade LX the limited right to use your Institution’s trademark (where applicable) on our website and promotional material for the sole purpose of listing our clients.

We reserve the right to update or modify these Terms at any time. Material changes will be communicated via email or through the Platform. Continued use of the Platform after such changes constitutes your acceptance of the updated Terms. We recommend reviewing the Terms periodically.

In the event of any dispute, claim or controversy arising out of or relating to your use of the Platform, the parties agree to attempt in good faith to resolve the dispute through informal negotiation. If the matter is not resolved within 30 days, either party may refer the dispute to confidential mediation administered by a mutually agreed-upon mediator. If mediation fails, the dispute will be submitted to the courts of South Africa.

We may collect the following types of data about Users:

The Platform may use cookies and similar technologies to enhance user experience, perform analytics, and support platform functionality. By using the Platform, you consent to our use of such technologies. You may disable cookies in your browser settings; however, this may affect the functionality of the Platform.

We will only use Institutional and Student Data to operate the Platform and provide the Platform services to Users. For clarity, we do not use Institutional or Student Data to train our own generic models or provide it to third parties to train theirs.

Our use of your data may include:

We may engage third-party, professional sub-processors to assist in providing the Platform services. These sub-processors may be located outside of South Africa. Where we transfer personal data internationally, we ensure that appropriate safeguards are in place, including contractual clauses that comply with applicable data protection laws, to ensure an adequate level of data protection.

We will not provide any Institutional or Student Data to any third parties (other than our sub-processors) unless we are required to do so by law.

We have robust data security and redundancy measures in place. However, the Institution is responsible for backing up its own Institutional and Student Data. UpGrade will not be held responsible for any lost or corrupted data that is stored in or Processed by the Platform.

We retain Institutional and Student Data only for as long as necessary to fulfil the purposes outlined in these Terms and to comply with our legal obligations. Upon request by the Institution or User, or upon termination of the agreement, we will delete or anonymise the data within 60 days, unless otherwise required by law. Backup copies may be retained for a limited period thereafter for disaster recovery purposes.

Users have the right to:

To exercise these rights, Users may contact us at [email protected]. We may require verification of identity before processing such requests.