1. Definitions
1.1 In these Terms of Service Agreement (referred to as "TOS"), the following capitalized terms are defined as follows:
Agreement: This refers to the contractual arrangement between Schoolify and a User, which includes these TOS when the User registers an account with Schoolify.
App: Denotes the web-based applications available on https://schoolify.com, https://schoolify.de and https://app.schoolify.com.
Article: Signifies any section within these TOS.
Demo: Refers to the demo version of Schoolify app that User can access without registering.
Trial: Entails the use that allows free access to the trial version of the App.
Schoolify: Schoolify OÜ, a private limited liability company under Estonian law registered in the Republic of Estonia, with its address at Valukoja 8/1, Tallinn, Estonia, registry code: 16147294.
Parties: Refers collectively to Schoolify and the User.
Pro subscription: Represents a paid subscription enabling the utilization of the pro-version of the App.
School admin: Designates the individual appointed by a User with a School subscription, responsible for authorizing individuals to access the App.
School subscription: Denotes a Pro subscription acquired by a User, allowing usage by a specified number of individuals, as outlined in the Agreement.
TOS: Refers to these Terms of Service Agreement.
User: Refers to the individual or legal entity using the Demo or applying for a Trial, Pro subscription, and/or School subscription.
Writing: In writing also includes communication via email. Notices directed to Schoolify should be sent to the following email address: support@schoolify.com.
2. Terms of Service
2.1 These Terms of Service (TOS) apply to the creation (including negotiations and offers), execution, and termination of the Agreement, as well as other legal relationships associated with the Agreement between Schoolify and the User.
2.2 Provisions within the TOS that are essential for settling the relationship and those intended to remain valid after the Agreement's termination shall continue in full force after termination.
2.3 Schoolify reserves the right to modify, supplement, or remove parts of these TOS at any time without prior notice in order to adapt these TOS to new circumstances or updated features. Any changes will be communicated in writing. There will be a minimum of one (1) month between the notification and the actual changes taking effect. If the changes result in the User receiving a service substantially different from what was initially agreed upon, the User may terminate the Agreement in writing before the changes take effect or reject the new TOS. Schoolify is not obligated to compensate the User for any damages resulting from such termination under this Article. Schoolify reserves the right to terminate the Agreement with any user who has rejected the new TOS.
2.4 Any TOS provided by the User are explicitly rejected.
3. Agreement
3.1 All offers and quotations are non-binding. The Agreement is established when the User submits an application for a subscription in writing or through Schoolify's App, and Schoolify accepts the application in writing.
3.2 Schoolify is not bound by obvious errors and/or mistakes in its offers, quotations, and confirmation of the application.
3.3 If, at any time, any provision of the Agreement or the TOS is unenforceable or invalid for any reason, the parties will replace that provision while preserving its essence and scope. The remaining provisions will continue to apply in full.
3.4 The User will receive written notice at least thirty (30) days before any changes to the current Agreement. This notice will mention any changes to the Agreement in case of renewal (if applicable). If the User does not terminate the Agreement in accordance with Article 16.1 or rejects the changes of the current agreement, Schoolify will take this as an acceptance of the changes in the Agreement, and the user may continue using the App as is.
4. Pricing and Payment Terms
4.1 Prices specified by Schoolify are in Euros and include VAT, as well as any other government-imposed charges and surcharges (unless otherwise stated).
4.2 Schoolify has the right to revise the subscription fees for licenses, with such changes taking effect upon Agreement renewal. The revision of subscription fees for licenses needs to be notified within the termination period of the agreement. The user can terminate the contract within 30 days of notice of the subscription fee revision.
4.3 The subscription fee (if applicable) must be paid (in Euros) before the Trial period is concluded. Fees for Agreement renewal must be paid within fourteen (14) calendar days after receiving a written invoice if applicable.
4.4 All payments must be made (in Euros) without any set-off, deduction, suspension, or delay.
4.5 If payment is made by credit card, Schoolify reserves the right to verify the validity of the User's credit card, confirm sufficient spending capacity, and validate the accuracy of the User's address details. Schoolify may refuse credit card purchases.
4.6 Objections to invoices do not suspend the User's payment obligation.
4.7 If the User does not pay the amounts owed to Schoolify within the period specified in Article 4.3, the User is automatically in default, without the need for a formal notice of default. From that date until full payment is made, the User will owe Schoolify interest at the statutory (commercial) rate.
4.8 In case of default, Schoolify will send a written payment reminder to the User, granting a fourteen (14) day period to settle the outstanding amount in full. If the User does not comply, judicial and extrajudicial collection costs will be applicable.
4.9 Payments will be allocated first to cover collection costs, followed by interest, and then the principal amount.
4.10 In case of late payment, Schoolify has the right to suspend the fulfillment of its obligations under the Agreement until full payment of the outstanding claims (including interest and costs) by the User.
4.11 User has the right to to cancel their subscription at any time without giving a reason for it. When the User has canceled their subscription, they will retain access to the Schoolify App until the end of the subscription period. All content created will be kept in Schoolify App unless otherwise requested by the User.
4.11 Schoolify uses Stripe for payment processing. https://stripe.com/en-ee/legal/consumer
4.12 For billing related questions the User can contact Schoolify through support@schoolify.com email address.
5. Right of Termination
5.1 The User has the right to terminate the Agreement in writing without any charge for a period of thirty (30) days without providing a reason for termination by contacting Schoolify through support@schoolify.com. This period commences upon the User's access to the App excluding the Demo access.
5.2 Within fourteen (14) days after receiving written notice of termination, Schoolify will confirm receipt in writing.
6. Complaints
6.1 The User must submit written complaints about imperfections or faults in the received service as soon as possible, but no later than two (2) months after discovery. Failure to do so in a timely manner will result in the User losing the right to claim any related imperfections or faults.
6.2 Complaints must include a detailed description of the imperfection or fault in the received service, along with any available photos or videos, and the User's email address to enable Schoolify to respond effectively.
6.3 Schoolify will respond to complaints within fourteen (14) days of receiving them. If a complaint is expected to require more time to process, Schoolify will acknowledge receipt of the complaint within fourteen (14) days and provide an estimated response time.
6.4 The payment term will not be suspended due to a complaint.
6.5 In case of non-conformity, the User may request Schoolify to deliver, repair, or replace the subscription. Schoolify will bear the costs for this.
6.6 Article 6.5 does not apply if the deviation from the Agreement is too minor to warrant repair or replacement, or if repair or replacement is not feasible or cannot be reasonably demanded from Schoolify, considering factors such as the subscription's value if it conformed to the Agreement, the degree of deviation from the agreed terms, and whether pursuing another remedy would cause significant inconvenience to the User.
6.7 If Schoolify has not complied or is unable to comply with a request as described in Article 6.5 within fourteen (14) days, the User may terminate the Agreement for cause.
7. User’s Responsibilities
7.1 At the time of entering into the Agreement, the User must be eighteen (18) years of age or older.
7.2 Users with a Trial and/or Pro license agree to be the sole and exclusive users of the App. At no time are Users permitted to transfer, sublicense, sell, lease, lend, rent, or otherwise distribute a subscription or App content (by others than the User) to a third party.
7.3 Users with a School subscription will appoint a School Admin responsible for authorizing individuals to use the App. All authorized individuals must comply with the TOS, including Article 13 (Code of Conduct).
7.4 The User is responsible for:
Activities under the Demo, Trial, Pro, and/or School subscription.
Maintaining the confidentiality of the password if applicable (Trial, Pro, and/or School subscription).
The content submitted to the App, ensuring its legality, reliability, and appropriateness, and confirming that it does not violate any person's privacy, publicity, copyright, contract, or other rights.
Ensuring access to the App, including continuous internet access, an up-to-date internet browser, and preventing interference with the App by other programs (such as firewalls).
Student data. When you share content to students via our platform, they can view these content without needing to create an account. It is your duty to guide students to avoid using their full names while interacting with the Schoolify App and to refrain from sharing any personal information that could reveal their identity. You bear the full responsibility for adhering to data protection laws. This includes ensuring that the transfer and processing of data to our platform complies with legal requirements, specifically under Article 4 No. 7 of the GDPR. Where applicable, you should obtain permission from the students involved or their legal representatives prior to sharing any content with them.
7.5 The User must immediately inform Schoolify in writing if a password is lost, stolen, disclosed to an unauthorized third party, or compromised in any other way.
7.6 Schoolify reserves the right to suspend or terminate the Trial, Pro, and/or School subscription if information provided during registration or afterward is found to be inaccurate, false, misleading, or in violation of the TOS.
8. Schoolify's Responsibilities
8.1 Subject to the User's compliance with the Agreement and these TOS, Schoolify grants the User a subscription to access and use the App. The specific parts of the App accessible to the User depend on the type of subscription (Trial, Pro, or School) subscription.
8.2 Schoolify endeavors to keep the App functioning properly at all times but does not guarantee that the App will meet the User's requirements or be error-free.
8.3 Schoolify has the right to temporarily disconnect the App for service and upgrades without prior notice to the User.
9. Transfer of Rights or Obligations
9.1 The User may not transfer or assign any of its rights or obligations arising from the Agreement to a third party without Schoolify's prior written consent.
10. Force Majeure
10.1 Schoolify is not liable for any delays or failures to fulfill obligations under the Agreement due to circumstances or causes beyond its control, preventing the timely fulfillment of its obligations toward the User wholly or in part, or making it unreasonable to demand fulfillment due to excessive efforts or additional costs.
10.2 Such circumstances include but are not limited to third-party failures and cancellations, power outages, fires, floods, extreme weather conditions, sabotage, national mourning, transportation congestion, or strikes in public transport, illness and incapacity, computer and telecommunications disruptions, hacks, data loss, and government measures or advice (including those related to public health) both domestically and internationally.
10.3 In the event of force majeure, Schoolify may suspend its obligations arising from the Agreement. If the period of non-fulfillment due to force majeure exceeds 60 days, both Parties may terminate the Agreement for cause without any obligation for compensation.
10.4 If Schoolify has partially fulfilled its obligations at the time of force majeure, it may separately invoice for what has already been done or delivered. In this case, the User must pay this invoice.
11. Intellectual Property
11.1 The User acknowledges that Schoolify owns all intellectual property rights related to the App. Schoolify does not own the content placed on the App by its users, including the User.
11.2 The User may only upload content to the App if they own the content or have express permission from the intellectual property rights owner to do so. Any violation of this Article may result in intellectual property infringement, subjecting the User to civil and/or criminal actions and penalties.
11.3 Schoolify respects the intellectual property rights of others. If the User believes that content on the App violates intellectual property rights, the User is encouraged to notify Schoolify in writing.
12. Data Protection
12.1 User privacy is important to Schoolify. Schoolify will not sell User information to third parties. Please review Schoolify's data protection policy for information about the data that may be collected and used. Schoolify's data protection policy is incorporated into these TOS and can be found at /dataProtection.
12.2. The user hereby expressly consents to Schoolify collecting, processing, and using personal data of the user to the extent necessary for the fulfillment of the contract. This includes, but is not limited to, the user's name, contact information, professional qualifications, and other relevant personal details necessary for the provision of services on Schoolify's learning management systems. This consent remains effective for the duration of the user's engagement with Schoolify's platform and as required for compliance with legal obligations, resolution of disputes, and enforcement of agreements.The user may withdraw their consent at any time. However, the withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.
13. Code of Conduct
13.1 The User shall not submit any content to the App that is unlawful, obscene, defamatory, libelous, slanderous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, profane, obscene, hurtful, demeaning, sexually explicit, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.
13.2 The User shall not:
Infringe upon the (intellectual property) rights of Schoolify and/or others.
Impersonate another person or claim affiliation with Schoolify.
Solicit another user's password or account information.
Harvest usernames or email addresses.
13.3 Schoolify reserves the right to (temporarily) block User access to the App and/or individuals authorized by a School Admin.
14. User's Liability and Indemnification
14.1 The User is obligated to compensate Schoolify for damages caused by the User's acts or omissions and by persons using the User's Trial, Pro, and/or School subscription (with or without authorization) within thirty (30) days after receiving a written request to do so.
14.2 The User indemnifies Schoolify against all claims and demands from third parties and resulting damages arising from:
Breach of the TOS, including Article 13, or any other act or omission by the User.
Infringement of any (intellectual property/privacy) rights of third parties as a result of content submitted to and/or use of the App by the User.
Intellectual property rights of the User, except when Schoolify would be liable to the User (in accordance with Article 15) if the claim were brought by the User.
15. Schoolify's Liability
15.1 Schoolify is not liable for damages suffered by the User or third parties unless Schoolify has breached its obligations under the Agreement. In such cases, Schoolify shall only be liable for the direct damages resulting from the breach.
15.2 Schoolify shall not be held responsible for indirect damages, which may include but are not limited to consequential damages, loss of profits, missed savings, data loss, and disruptions in business operations.
15.3 Within the scope of Article 15, Schoolify's liability is limited to a maximum amount per occurrence or a series of connected occurrences, not exceeding the total fees charged to the User (excluding VAT and disbursements) during the twelve (12) months preceding the incident causing liability.
15.4 The User is responsible for taking all reasonable measures to prevent or mitigate damages.
15.5 Schoolify is not responsible for damages resulting from intentional or reckless actions by the User or its representatives. This includes damages arising from content submitted by the User and inaccuracies or omissions in information provided by the User.
15.6 Schoolify shall not be held accountable for damages of any nature arising from unsaved or lost screen configurations and/or data or unsatisfactory outcomes of its services and/or the App.
15.7 Schoolify may not invoke any limitations of liability under Article 15 in cases where the damage results from its deliberate misconduct or gross negligence or that of its managing employees or other vicarious agents. Furthermore, the limitation of liability under Article 15 shall not apply to any damages arising from injury to life, limb, or health caused by a negligent breach of duty by Schoolify or an intentional or negligent breach of duty by a legal representative or vicarious agent of Schoolify.
16. Termination for Convenience, Termination for Cause, and Suspension
16.1 Either party has the option to terminate this Agreement with written notice, effective at the end of a calendar month, subject to a one (1) month notice period. Early termination does not entitle the User to a refund.
16.2 Either party may terminate this Agreement with immediate effect and without further notice in the following situations: (i) the other party is declared bankrupt or files for a suspension of payments; (ii) the other party's assets are subjected to seizure; (iii) the other party is liquidated or its business operations are terminated; or (iv) similar circumstances occur under foreign law. In the event of termination by the User in accordance with this Article, any outstanding claims by Schoolify against the User shall become immediately due and payable.
16.3 If Schoolify terminates the Agreement as described in the previous paragraphs, Schoolify is not obligated to compensate the User for any damages.
16.4 Schoolify reserves the right to suspend its obligations, including temporarily restricting access to the App, without the necessity of providing formal notice if the User fails to fulfill their obligations as defined in the Agreement and these Terms of Service (TOS).
16.5 These actions taken by Schoolify do not diminish its legal rights or its rights as outlined in the Agreement, which include the ability to terminate the Agreement for valid reasons and seek compensation for any resultant damages.
16.6 If the Agreement is terminated, all User data including their content will be deleted. In such an event it is recommended that the User back’s up their content beforehand where applicable.
17. Applicable Law and Dispute Resolution
17.1 The Agreement, these Terms of Service (TOS), and any (future) agreements related to them shall be governed by Estonian law.
17.2 Any disputes arising between the Parties regarding the Agreement and/or the TOS, regardless of the legal basis of the claim, shall be exclusively resolved by the competent court in Tallinn, Estonia. However, Schoolify retains the right to seek injunctive relief in other (foreign) courts.