Scholaxy Terms of Service
These Terms of Service ("Terms") are a binding agreement between SVESHEDUTECH L.L.C-FZ, a Meydan Free Zone limited liability company, business licence no. 2314401.01, formation no. 2314401, with its registered address at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates, operating under the Scholaxy brand ("Scholaxy", "Provider", "we"), and the business or individual that accepts them ("Customer", "you").
The Customer accepts these Terms when an individual ticks the acceptance box and clicks "Create your school" in the Hub, ticks the acceptance box for a new version on the billing page of the Account before a purchase (Section 22.3), or signs an Order Form that refers to them. That individual confirms that they are authorised to bind the Customer (or, if the Customer is an individual, that they are the Customer) and that the Customer may buy the Service under Section 3. Without that authority or agreement, the Service must not be used.
1. Definitions
1.1 "Account" means the Customer's account in the Hub. "Account Owner" means the Staff User the Customer designates as owner of the Account; the Account Owner receives legal, billing, security and support-access notices.
1.2 "Active Student" means a unique End User account that successfully opened a signed-in page of the Customer's Installation in the preceding 30 days, as measured by the Service (Billing Policy, Section 2.2).
1.3 "AI Features" means features of the Installation that send content to a machine-learning model, through the Customer's own account with an AI provider, to generate, answer, summarise or translate content. "Support Assistant" means the Provider's AI support assistant and machine translation of support messages, which run on the Provider's own AI provider account.
1.4 "AUP", "Billing Policy", "DPA" and "Privacy Policy" mean, respectively, the Scholaxy Acceptable Use Policy; Billing, Trial, Cancellation and Refunds Policy; Data Processing Agreement (with its annexes); and Privacy Policy.
1.5 "Customer Data" means all data and content submitted to, stored in or generated in the Service by or for the Customer, its Staff Users or End Users, including course materials, website content, CRM records, messages, recordings and Customer Personal Data, but excluding Usage Data. "Customer Personal Data" means personal data in Customer Data that the Provider processes on the Customer's behalf, as defined in the DPA.
1.6 "Documentation" means the Provider's user guides and help pages for the Service.
1.7 "End User" means any individual, other than a Staff User, who uses or interacts with the Customer's Installation, such as students, prospective students, parents or guardians, webinar participants, recipients of the Customer's messages and visitors to its website.
1.8 "Fees" means the fees payable under the Order and the Billing Policy.
1.9 "Hub" means the Provider's central management system, where the Customer signs up, manages its Account, subscription and billing, accepts documents and contacts support.
1.10 "Installation" means the separate single-tenant instance of the Scholaxy platform, with its own database, provisioned for the Customer under a subdomain of scholaxy.com or a domain the Customer controls.
1.11 "Order" means a purchase made on the billing page of the Installation or in the Hub, or an order form signed by both parties ("Order Form"), stating the Plan, period, Fees, limits and any special terms. "Plan" means the plan selected in the Order, with the features and limits in the price list at https://scholaxy.com/#pricing or in the Order Form.
1.12 "Service" means the Scholaxy platform (courses and learning management, student cabinet, CRM, email and messaging, website builder, webinars and AI Features), the Installation, the Hub, the Documentation and support.
1.13 "Staff User" means an individual the Customer authorises to use the Service with administrative, teaching, management or other staff permissions.
1.14 "Subscription Term" means each prepaid period the Customer has bought for a Plan, including a period bought to start when another ends. Periods do not renew automatically.
1.15 "Third-Party Service" means any product, service or integration not provided by the Provider, including the Customer's own accounts with payment providers (such as Stripe), Google, Twilio and domain registrars.
1.16 "Usage Data" means technical and statistical information about the operation and use of the Service that does not identify End Users, such as performance metrics, error logs, feature usage and counts of Active Students, storage and AI replies.
2. Agreement structure
2.1 The "Agreement" consists of these Terms, the Order, the DPA, the AUP and the Billing Policy. The Privacy Policy describes the Provider's processing as a controller and is for information only.
2.2 In case of conflict, the following order applies: (a) the Standard Contractual Clauses in the DPA, for transfers of personal data; (b) the DPA, for processing of Customer Personal Data; (c) special terms in a signed Order Form that expressly override these Terms; (d) these Terms; (e) the Billing Policy; (f) the AUP; (g) the Documentation.
2.3 Terms in the Customer's purchase orders or vendor forms do not apply, even if the Provider signs them.
2.4 The Agreement is concluded in English. Translations are for convenience; the English version prevails.
3. Who may buy the Service
3.1 The Service is for running an educational activity, such as a school, a training company, a tutoring or coaching practice or online courses. It is provided: (a) to businesses; and (b) outside the European Union and the United Kingdom, also to individuals who buy it for that activity, whether or not they are registered as a business. In the European Union and the United Kingdom it is provided only to businesses that give a VAT number confirmed in the official register (VIES for the EU, HMRC for the UK). It is not intended for personal, family or household use. The Customer represents and warrants that it buys the Service on these conditions.
3.2 The Customer must give, and keep up to date, accurate information about its name (the legal name of a business or the full name of an individual), country of establishment or residence, billing email and, if it has one or is asked for it, its address and VAT, GST or business registration number.
3.3 The Provider may ask for evidence of status and location at any time. If the Customer does not meet Section 3.1, or gave incorrect information about its status or location, the Provider may suspend or terminate under Section 17, and the Customer will indemnify the Provider under Section 20.2 for resulting taxes, interest, penalties and consumer-law claims.
3.4 The Customer represents that neither it, its owners nor its Staff Users are located, organised or ordinarily resident in a comprehensively sanctioned country or territory, or are listed on (or owned or controlled by persons listed on) any sanctions list of the United Nations, the UAE, the EU, the UK or the US, and that it will not use the Service for the benefit of such persons.
3.5 The individual accepting these Terms must be at least 18 years old.
3.6 Consumer fallback. If, despite Section 3.1, mandatory consumer law applies to the Customer, the Agreement applies to the fullest extent that law allows, and nothing in it limits the rights that law gives. By buying a period, the Customer expressly asks the Provider to start the Service immediately. If the Customer then validly withdraws from the purchase, the Provider refunds the Fees paid less an amount proportionate to the Service provided up to the withdrawal.
4. Account, Installation and users
4.1 The Customer creates its Account in the Hub and designates an Account Owner, whom it may change through the Hub.
4.2 The Provider provisions a separate Installation for the Customer with its own database. All Installations and the Hub are hosted in Germany by Netcup GmbH. No choice of region or second hosting region is currently offered.
4.3 If the Customer uses its own domain, it is responsible for the domain and its DNS. Subdomains of scholaxy.com remain the Provider's and may be withdrawn when the Agreement ends.
4.4 The Customer is responsible for keeping credentials confidential, for all activity in its Account and Installation, for setting Staff Users' permissions, and for notifying support@scholaxy.com promptly of suspected unauthorised access.
4.5 The Customer is responsible for its Staff Users and End Users, the terms on which it gives them access, and their compliance with the AUP.
4.6 Control of the Account. The Customer is the business or individual named in the Account's billing details. Where the Customer is a business, it is not any individual who acts for it. The Provider may rely on instructions given through the Account Owner's authenticated account or from the Account Owner's email address, and is not liable for acting on them. If it receives conflicting instructions or claims about who controls the Customer or the Account, the Provider may, without liability, suspend changes of Account Owner, deletion and export until it receives a joint written instruction, a court or arbitral order, or other evidence of authority it reasonably accepts. The paid period is not extended during that time.
5. Trial
5.1 The Provider may offer a free trial of 30 days ("Trial"). No payment card is required. Trial limits are shown in the Hub.
5.2 To continue after the Trial, the Customer must buy a Plan for a prepaid period. Otherwise the Installation is locked, and Customer Data is retained and deleted under Section 18.
5.3 The Trial is provided "as is", without warranty, support commitment or indemnity, and the Provider's liability is limited under Section 21.2.
5.4 One Trial is available per Customer, including its affiliates and the persons behind it. The Provider may refuse, shorten or end a Trial, or close duplicate Installations, in case of abuse or suspected fraud (Billing Policy, Section 3.6).
6. Plans, Fees and payment
6.1 Limits. Plans have limits on Active Students and file storage. No overage is charged; if usage exceeds a limit, the Provider may require a suitable Plan for the next period and may restrict growth beyond the limit, as set out in the Billing Policy.
6.2 Payment. Fees are paid in advance, as a single payment for each period the Customer buys, by card through Stripe, in the currency shown at checkout, unless an Order Form states otherwise. Access for a period starts only when the Provider receives confirmation of a successful payment.
6.3 No automatic renewal. Periods do not renew automatically and no card is kept on file for later charges. A period ends on its end date unless the Customer buys another one. The Provider sends reminders before a period ends, but the Customer remains responsible for buying the next period in time.
6.4 Price changes. The Provider may change Fees at any time for future purchases, giving at least 30 days' notice to Customers with an active paid period. The price of a period already paid does not change.
6.5 No commission. The Provider charges no commission on the Customer's sales to its End Users.
6.6 Expiry. When a paid period or the Trial ends without a new purchase, the Installation is locked as set out in the Billing Policy (Section 8) and Section 18 applies.
6.7 Refunds. Each purchase is final once the payment is confirmed. Fees are non-refundable, including for a period that has not yet begun, except in the cases listed in Section 11 of the Billing Policy or where the law requires a refund. The free Trial is the Customer's opportunity to evaluate the Service before paying.
6.8 Disputed charges. The Customer must raise any dispute about a charge with the Provider at support@scholaxy.com within 30 days of the charge and before contacting its bank or card issuer. A chargeback or payment dispute of a valid charge is a material breach, whether or not the Customer contacted the Provider first; its consequences are set out in Section 12 of the Billing Policy and Section 17.5(f).
7. Taxes
7.1 Fees exclude all taxes, duties and levies, including VAT, GST, sales, use and withholding taxes ("Taxes").
7.2 Unless an invoice states otherwise, the Provider does not charge VAT or GST. If the Provider is or becomes required to charge VAT, GST or a similar tax on a supply, that tax is added to the Fees at the applicable rate.
7.3 The Customer is responsible for determining, self-assessing, reporting and paying all Taxes on its purchase of the Service in its jurisdiction, including under the reverse-charge mechanism. Invoices may state that the reverse charge applies.
7.4 If the Customer must withhold Tax by law, it will gross up the payment so that the Provider receives the full amount, and provide receipts for the amounts withheld, unless an Order Form states otherwise.
7.5 The Customer bears any Taxes, interest and penalties that arise from incorrect information it gave about its status, tax registration or location.
8. End Users' payments and Third-Party Services
8.1 End Users pay the Customer directly, through the Customer's own payment provider account (for example, its own Stripe account). The Provider is not a party to contracts between the Customer and its End Users. It is not a payment service provider, merchant of record, marketplace, agent or collection intermediary, and it does not receive, hold or transfer those funds.
8.2 The Customer alone is responsible for its offerings to End Users, including terms of sale, prices, invoicing, Taxes, refunds, chargebacks, consumer-law obligations (including withdrawal rights), educational licensing and accreditation, and course content and quality.
8.3 The Customer may enable Third-Party Services such as Google sign-in, Google Meet, Twilio SMS or its own payment provider. Its use of them is governed by its agreement with the third party. By enabling an integration, the Customer instructs the Provider to exchange Customer Data with that Third-Party Service as needed for the integration to work. The Provider is not responsible for Third-Party Services, their availability, security or processing of data.
8.4 If a Third-Party Service changes its interface or terms, the Provider may modify or discontinue the integration without liability.
8.5 The Customer must make its own terms of sale, refund policy and privacy notice available to its End Users, naming itself, not the Provider, as the seller of its courses and products and as the controller of End User data. It must show its legal name and contact details to End Users on its website and in its terms of sale, must not present the Provider as the seller of, or as responsible for, its courses, and must not remove a notice that the Provider may show in the Installation's footer or legal pages stating that the Provider supplies only the software. The Provider may give the Customer's name and contact details to an End User, a payment provider or an authority that raises a complaint about the Customer's offerings. The Provider may forward End User complaints about the Customer's offerings to the Customer and is not obliged to resolve them. If complaints, payment disputes or inquiries from authorities about the Customer's offerings reach a level that creates a legal, financial or reputational risk for the Provider or its other customers, the Provider may act under Section 17.5(g) and Section 11 of the AUP.
9. Customer Data
9.1 As between the parties, the Customer owns all rights in Customer Data.
9.2 The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence, for the Agreement and any post-termination retention period, to host, copy, store, transmit, display, translate and otherwise process Customer Data, only as needed to provide, secure and support the Service, prevent abuse and comply with law, in accordance with the DPA.
9.3 The Customer is responsible for the legality, accuracy and quality of Customer Data; for having all rights, consents and legal bases needed to submit and publish it through the Service; and for giving End Users all notices required by law, including about AI Features and the Service's sub-processors.
9.4 The Provider makes regular backups for disaster recovery. Backups are not an archive; the Customer should export and keep its own copies of important data.
9.5 The Provider may use Usage Data to operate, secure, maintain, improve and bill for the Service and to prepare aggregated statistics. Usage Data used outside the Customer's Account must not identify the Customer, Staff Users or End Users.
9.6 The Provider does not use Customer Data to train AI models.
10. Data protection
10.1 The Customer is the controller of Customer Personal Data (or a processor for its own clients), and the Provider is its processor. The DPA forms part of the Agreement and applies automatically when the Customer accepts these Terms, without separate signature.
10.2 The Provider processes personal data of the Customer's representatives (Account, billing, support and acceptance records) as a controller under the Privacy Policy.
10.3 Customer Data is hosted in Germany. The Provider's support and engineering staff access it remotely from the United Arab Emirates, which does not have an EU adequacy decision, subject to the safeguards in the DPA, including the Standard Contractual Clauses.
10.4 If the Customer makes the Service available to children, the Customer is responsible for determining applicable age thresholds, for obtaining and recording any parental or guardian consent required by law (including Article 8 GDPR and the US Children's Online Privacy Protection Act (COPPA)), and for age-appropriate notices, and warrants its compliance with those laws. The Service does not verify ages or consents.
10.5 The Customer must not submit special categories of personal data (such as health data) or criminal-conviction data unless strictly necessary for its educational services and lawful, in which case it is responsible for the additional safeguards.
10.6 The Provider's staff access an Installation for support only when the Customer explicitly grants access through the Service, for a limited time and a specific request. Every access is logged and visible to the Customer, and the Account Owner is notified.
11. Acceptable use and restrictions
11.1 The Customer must comply, and ensure its Staff Users and End Users comply, with the AUP and applicable law.
11.2 The Customer must not, and must not allow others to: (a) copy, modify, decompile or reverse engineer the Service, except where the law expressly permits this; (b) resell, sublicense or rent the Service or provide it as a service bureau or white-label product, except to its own End Users as part of its educational business or under a separate written agreement; (c) circumvent Plan limits, metering, security measures or access controls; (d) run penetration tests, vulnerability scans or load tests without the Provider's prior written consent; (e) use the Service to build a competing product; or (f) use the Service in breach of sanctions or export-control law.
12. AI Features
12.1 AI Features use the models of the AI provider whose account the Customer connects. AI output may be inaccurate, incomplete, outdated, biased or offensive, may resemble output provided to others, and is not professional advice or an assessment of learning outcomes.
12.2 The Customer must review AI output before relying on it, publishing it or providing it to End Users, and is responsible for decisions it takes using AI output.
12.3 The Customer must not use AI Features, without meaningful human review, for decisions with legal or similarly significant effects on individuals, such as admission, final assessment of learning outcomes, proctoring or cheating detection, or access to education.
12.4 If the Customer offers AI assistants to End Users, it must inform them that they are interacting with an AI system unless this is obvious, and comply with any other disclosure rules that apply to it. The Provider labels its AI support assistant as such.
12.5 As between the parties, and to the extent any rights exist, the Customer owns AI output generated for it from Customer Data. The Provider does not warrant that output is original or non-infringing.
12.6 The Customer must comply with the AI model providers' usage policies referred to in the AUP.
12.7 AI Features run on the Customer's own accounts and API keys with the AI providers it chooses. The Customer is responsible for those providers' charges and terms, and for the spending limits it sets in the Service. The Provider may change which AI providers and models are supported, and may modify or discontinue AI Features. That AI provider is a Third-Party Service (Section 8.3), not the Provider's Sub-processor; its terms on data use, training and retention are agreed between the Customer and that provider.
13. Support
13.1 Support is provided in English and Spanish through the Hub and support@scholaxy.com during business days.
13.2 An AI support assistant answers first; a human member of staff takes over when needed or on request.
13.3 Support messages may be machine-translated by an AI provider so that staff can read and answer them; the Customer receives answers in its language. The Customer should include in support requests only the End User personal data needed to resolve them.
13.4 Support access to the Installation is governed by Section 10.6.
14. Availability and changes to the Service
14.1 The Provider will use commercially reasonable efforts to keep the Service available, excluding planned and emergency maintenance and events beyond its reasonable control. No service levels or service credits apply unless an Order Form provides them.
14.2 The Provider gives at least 48 hours' notice of planned maintenance expected to cause material downtime.
14.3 The Provider may update the Service but will not materially reduce the Core Functionality during a prepaid period. "Core Functionality" means courses and learning management, the student cabinet, the website builder, the CRM and email sending, taken as a whole; it does not include individual integrations, Third-Party Services or AI Features (Sections 8.4 and 12.7). If the Provider must materially reduce Core Functionality for legal, security or third-party reasons, the Customer may terminate the affected Plan within 30 days of notice and receive a refund under Section 11.1(b) of the Billing Policy.
14.4 Extended unavailability. If the Service is unavailable to the Customer for more than 72 consecutive hours for reasons within the Provider's control, the Provider extends the current paid period by twice the duration of the unavailability, on request made within 30 days. This is the Customer's sole remedy for unavailability, except where it entitles the Customer to terminate under Section 17.3.
15. Intellectual property
15.1 The Provider and its licensors own all rights in the Service, including software, design, templates, Documentation, Usage Data and improvements. No rights are granted except as expressly stated.
15.2 Subject to the Agreement and payment of Fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Trial and each Subscription Term to use the Service for its business and to make the Installation available to its Staff Users and End Users.
15.3 The Customer may use and adapt the Provider's templates and sample content within the Service during the Subscription Term.
15.4 The Provider may use the Customer's feedback freely.
15.5 The Provider may name the Customer and show its logo as a customer unless the Customer opts out at support@scholaxy.com.
15.6 Open-source components are licensed under their own terms, which prevail where those licences require.
15.7 Scholaxy marks. The name "Scholaxy", the Scholaxy logo and the Provider's other marks (the "Scholaxy Marks") belong to the Provider. The Customer may name the Service only to state truthfully that its Installation runs on Scholaxy. The Customer must not: (a) use a Scholaxy Mark, or a name, domain, subdomain, logo or account name confusingly similar to one, as or within its own name, brand, Installation address or materials; (b) present its Installation, communications or materials as made, endorsed or operated by the Provider; or (c) apply to register a Scholaxy Mark or a confusingly similar sign as a trade mark, company name or domain name. The Provider may refuse, rename or suspend an Installation address, name or content that breaches this Section 15.7, after notice where practicable; a repeated or deliberate breach is a material breach of the Agreement.
16. Confidentiality
16.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood as confidential, including Customer Data, the Provider's non-public product and security information, and Order Form terms.
16.2 The recipient will use Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to employees, contractors, sub-processors and advisers who need to know it and are bound by equivalent confidentiality obligations.
16.3 This does not apply to information that is or becomes public without the recipient's fault, was lawfully known to it before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed.
16.4 The recipient may disclose Confidential Information when required by law or a competent authority, after prompt notice where legally permitted, and only to the extent required. For Customer Personal Data, the DPA's rules on requests from public authorities apply.
16.5 These obligations continue for 5 years after the Agreement ends, and for trade secrets and Customer Data for as long as they remain confidential.
17. Term, cancellation, termination and suspension
17.1 The Agreement starts on acceptance and continues until the end of the Retention Period that follows the end of the Trial or the last Subscription Term, unless terminated earlier under this Section 17.
17.2 Cancellation. The Customer may stop at any time by not buying another period, or close its account in the Hub or by email. Closing takes effect at the end of the current paid period. No refund is due for the remainder of the period except under the Billing Policy.
17.3 Termination for cause. Either party may terminate by written notice if the other materially breaches the Agreement and fails to remedy the breach within 30 days of notice (or immediately if it cannot be remedied), or, to the extent permitted by law, if the other becomes insolvent or enters liquidation or a similar procedure.
17.4 Termination for convenience by the Provider. The Provider may terminate on at least 90 days' notice and will refund prepaid Fees for the period after termination.
17.5 Suspension. The Provider may suspend all or part of the Service, including by locking the Installation: (a) if Fees due under an Order Form remain unpaid 7 days after notice of non-payment; (b) at the end of a Trial without a paid Plan; (c) if the Provider reasonably believes that the Customer, a Staff User or an End User has breached the AUP or used the Service unlawfully; (d) to prevent or respond to a security threat to the Service, other customers or third parties; (e) where required by law, a court or a competent authority, including under sanctions law; (f) if a payment for a period is disputed, charged back or reversed, or the Provider reasonably suspects that a payment is fraudulent or unauthorised (Billing Policy, Sections 4.6 and 12); or (g) in the circumstances described in Section 8.5. The Provider will limit any suspension to what is reasonably necessary, give notice beforehand where practicable (otherwise promptly afterwards), and restore the Service promptly once the reason ceases.
17.6 During a lock or suspension, End Users and Staff Users other than the Account Owner and administrators cannot use the Installation; the Account Owner and administrators keep the access they need to pay and export data, unless the suspension is under Section 17.5(c) to (e) and the Provider reasonably decides that this access must also be restricted; even then, on request the Provider makes available an export of Customer Data other than content that is unlawful or that the law requires it to withhold (Billing Policy, Section 10.3). Customer Data is retained under Section 18. Suspension for the Customer's breach does not suspend Fees already paid or due and does not extend the paid period.
17.7 Good-faith action. The Provider is not liable for a suspension, restriction or removal of content made in good faith under Section 17.5 or the AUP on the basis of a notice or other information it reasonably believed to be accurate. If the action proves unfounded, the Provider restores the Service and extends the affected paid period by the duration of the suspension. This is the Customer's sole remedy for that action.
18. Effects of termination; data export and deletion
18.1 When the Agreement or a Subscription Term ends, or a Trial ends without a paid Plan, the Installation is locked and the Customer's rights of use end.
18.2 Export. Before termination and during the Retention Period, the Customer may export Customer Data using the Service's export functions or by request to support. Exportable data categories and formats are listed in the Documentation.
18.3 Retention and deletion. Customer Data is retained for 90 days ("Retention Period") from the date on which the Installation is locked because the Trial or the last paid period ended, or the Agreement was terminated, and is then deleted from production systems. A suspension during a paid period does not start the Retention Period; if the suspension continues when the paid period ends, the Retention Period starts then. The Provider may keep Customer Data for longer while a payment dispute, legal claim or investigation concerning the Installation is pending, subject to the DPA. Backups containing it are rotated and purged within a further 30 days. Deleted data cannot be restored. On request, the Provider issues a written confirmation of deletion (certificate of deletion).
18.4 The Customer may ask for deletion before the Retention Period ends.
18.5 If the Customer buys a period during the Retention Period, the Installation is unlocked with its data, unless the Agreement was terminated for the Customer's breach, and provided that no amount is owed under Section 12 of the Billing Policy.
18.6 Switching. The Customer may notify the Provider through the Hub or at support@scholaxy.com that it wishes to switch to another provider or to its own infrastructure. The notice period is at most two months. A transitional period of 30 days then follows (extendable where technically necessary), during which the Provider gives reasonable assistance, maintains the Service and makes the exportable data available. The Service in the notice and transitional periods is provided under a paid period; if none covers them, the Customer buys a period covering them, while export remains available free of charge. The Retention Period starts at the end of the transitional period. The Agreement ends when the switch is completed. The Provider charges no switching or data-egress fees. No refund of prepaid Fees is due on a switch, except under Section 11 of the Billing Policy.
18.7 The Provider may retain Customer Data where required by law, subject to confidentiality and the DPA. The Provider's own records (e.g. invoices, acceptance records) are retained under the Privacy Policy.
18.8 Sections 3.3, 3.4, 6 (for accrued Fees and Section 6.8), 7, 8.1, 8.2, 9.5, 12.2, 12.5, 15, 16, 18, 19.4, 20, 21, 23, 24 and 25, Sections 11 and 12 of the Billing Policy, and any provision that by its nature should survive, survive termination.
19. Warranties and disclaimers
19.1 Each party warrants that it has authority to enter into the Agreement.
19.2 The Provider warrants that during a paid Subscription Term the Service will perform materially in accordance with the Documentation. The Customer must report a non-conformity within 30 days of discovering it, with enough detail to reproduce it. The warranty does not cover non-conformities caused by the Customer's configuration or content, Third-Party Services, AI output or use in breach of the Agreement. The Provider will correct the non-conformity or provide a workaround; if it cannot do so within 30 days of the report, the Customer may terminate the affected Plan and receive a refund under Section 11.1(b) of the Billing Policy. This is the Customer's sole remedy for breach of this warranty.
19.3 The Customer warrants that it may buy the Service under Section 3; that it has all rights, consents and legal bases needed for Customer Data; that it complies with laws applicable to its activity, including education, consumer, marketing, children's-privacy and data-protection laws; and that its terms with End Users are consistent with the Agreement.
19.4 Except as expressly stated in the Agreement and to the fullest extent permitted by law, the Service, AI Features and Trial are provided "as is" and "as available", and the Provider disclaims all other warranties, express or implied, including merchantability, fitness for purpose, non-infringement and uninterrupted or error-free operation. The Provider is not responsible for Third-Party Services, AI output, or the Customer's compliance with laws applicable to its business.
20. Indemnities
20.1 By the Provider. The Provider will defend the Customer against third-party claims that the Service, as provided by the Provider, infringes their intellectual property rights, and will pay damages finally awarded or agreed in settlement. This excludes claims arising from Customer Data, AI output, Third-Party Services, combinations with items not supplied by the Provider, or modifications not made by it. The Provider may modify the Service, obtain a licence, or terminate the affected Service and refund prepaid Fees for the remaining period.
20.2 By the Customer. The Customer will defend and indemnify the Provider against third-party claims, fines and Taxes arising from: (a) Customer Data or the Customer's websites, courses and communications; (b) its relationship with End Users, including sales, payments, refunds and course quality; (c) breach of the AUP by the Customer, its Staff Users or End Users; (d) incorrect information about its status or location; (e) failure to obtain legally required consents, including parental consents; (f) its use of Third-Party Services; (g) any use of the Account or Installation with credentials of the Customer, its Staff Users or End Users, unless caused by the Provider's breach of its security obligations; (h) claims by End Users or other data subjects, and fines of authorities, to the extent caused by the Customer's instructions or its breach of data protection law; or (i) its breach of Section 3.4.
20.3 The indemnified party must notify the claim promptly, give the indemnifying party sole control of the defence and settlement (no settlement may impose obligations on the indemnified party without its consent), and cooperate reasonably at the indemnifying party's expense.
21. Limitation of liability
21.1 Neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, goodwill or anticipated savings. The Provider is not liable for loss or corruption of data beyond the reasonable cost of restoring it from the latest available backup.
21.2 Each party's total aggregate liability arising out of or in connection with the Agreement, in contract, tort (including negligence) or otherwise, is limited to the Fees paid and payable by the Customer in the 12 months before the event giving rise to the liability. If no Fees have been paid (including during a Trial), the Provider's total liability is limited to USD 100.
21.3 Sections 21.1 and 21.2 do not limit: (a) the Customer's payment obligations, including amounts owed under Section 12 of the Billing Policy; (b) the Customer's obligations under Section 20.2; (c) the Customer's liability for breach of Section 3.4, Section 11 or the AUP; (d) liability for fraud or wilful misconduct; (e) liability for death or personal injury caused by negligence; or (f) any liability that cannot be limited by law.
21.4 These limitations reflect the allocation of risk on which the Fees are based.
21.5 Any claim against the Provider arising out of or in connection with the Agreement must be notified in writing within one (1) year after the Customer became aware, or should reasonably have become aware, of the facts giving rise to it; otherwise it is barred, to the extent permitted by law.
22. Changes to these Terms; acceptance records
22.1 These Terms, the DPA, the AUP, the Billing Policy and the Privacy Policy are versioned. Each version shows its number and effective date; previous versions are available on request.
22.2 At sign-up and each time a materially changed version is accepted, the Service records which user accepted which version of which document, the date and time, and the IP address. These records evidence the Agreement and are processed under the Privacy Policy.
22.3 Material changes are announced at least 30 days before they take effect, by email to the Account Owner and in the Hub. A period already paid for continues under the version in force when it was bought; the new version applies from the next purchase, which requires its acceptance. The Provider may apply a new version during a paid period only where the change is required by law, by an authority or for security reasons, or does not reduce the Customer's rights. If such a change materially reduces the Customer's rights during a paid period, the Customer may terminate before it takes effect and receive a refund under Section 11.1(c) of the Billing Policy.
22.4 Non-material changes (such as clarifications, corrections or descriptions of new features) and changes required by law or an authority may take effect earlier, including on publication. Changes to sub-processors follow the DPA.
23. Notices
23.1 The Provider sends notices by email to the Account Owner and, where relevant, in the Hub. The Customer must keep that email address current.
23.2 Legal notices to the Provider go to support@scholaxy.com and must clearly identify themselves as legal notices. Ordinary technical-support requests are not legal notices.
23.3 Email notices are deemed received on the next business day after sending unless a delivery failure is reported.
24. Governing law and disputes
24.1 Before starting proceedings, a party must notify the other of the dispute, and senior representatives must try in good faith to resolve it within 30 days.
24.2 The Agreement is governed by the law of the Dubai International Financial Centre. Disputes are finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC) by one arbitrator, seated in the DIFC, in English.
24.2A If the amount in dispute does not exceed USD 100,000, the expedited procedure under the arbitration rules applies, and the arbitrator decides on documents alone unless a hearing is necessary.
24.2B Claims may be brought only on an individual basis, not as a claimant or member in any class, collective or representative proceeding. No arbitration may be joined or consolidated with another without the Provider's written consent.
24.2C The Provider may instead bring a claim for amounts owed under the Agreement in the courts of the country where the Customer is established.
24.3 Either party may seek urgent injunctive or interim relief from any competent court.
24.4 The Standard Contractual Clauses in the DPA are governed by the law and forum specified in them.
24.5 The UN Convention on Contracts for the International Sale of Goods does not apply.
25. General
25.1 Assignment. The Customer may not assign the Agreement without the Provider's prior written consent. The Provider may assign it on notice to an affiliate or to a successor in a merger, acquisition or sale of the relevant business.
25.2 Subcontracting. The Provider may use subcontractors and sub-processors (for Customer Personal Data, under the DPA) and remains responsible for their performance.
25.3 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, government action, sanctions, pandemics, large-scale cyber-attacks, or failures of utilities, telecommunications or hosting providers not caused by that party.
25.4 Export control and sanctions. Each party will comply with the export-control and sanctions laws that apply to it.
25.5 Relationship. The parties are independent contractors; no partnership, joint venture, agency or employment is created.
25.6 Third parties. No third party has rights under the Agreement, except data subjects under the Standard Contractual Clauses.
25.7 Entire agreement. The Agreement is the entire agreement on its subject matter and supersedes prior understandings. Nothing limits liability for fraudulent misrepresentation.
25.8 Severability; waiver. An invalid provision does not affect the rest and applies to the fullest extent permitted. Failure to enforce a right is not a waiver.
25.9 Electronic form. The Agreement may be concluded and notices given electronically; electronic acceptance records are evidence of the Agreement.
26. Contact
Scholaxy · Legal notices: support@scholaxy.com · Support: support@scholaxy.com · Privacy: privacy@scholaxy.com