These Program Terms and Conditions (“Program Terms”) apply to schools accepted into the Schooly New Schools Launch Program (the “Program”). They form part of the Agreement and are read together with the Program Order in Part A.

1. Definitions

   1. In these Program Terms: Agreement means the Program Order, these Program Terms and Schedule 1; Opening Date means the date the School first began operating with enrolled students, as stated in the Program Order; Program Start Date, Program Term, Program Fee, Student Cap and Year 3 Rate have the meanings given in the Program Order; Platform means the Schooly management information system and associated applications; and Standard Terms means Schooly’s standard terms of service at https://schooly.org/terms-of-service/

2. Eligibility

   1. The Program is available only to schools whose Opening Date is no more than 24 months before the date of their application, and whose student numbers are within the Student Cap at the time of application.

   2. Schools that have not yet opened may apply before their Opening Date. For those schools, the Program Term starts on the Opening Date.

   3. Applications must be submitted between 2 November 2026 and 31 March 2027. Schooly may accept or decline any application at its discretion.

   4. The School must provide evidence of its Opening Date as set out in Schedule 1. Schooly will verify eligibility before this Agreement is signed.

   5. The School confirms that the information in its application is true and complete. If Schooly reasonably finds that the School was not eligible when it applied, Schooly may either end the Program pricing and move the School to standard pricing from the date of discovery, or terminate the Agreement under clause 10.

   6. The Program rate applies only to the School named in the Program Order. It cannot be transferred to, or shared with, any other school, campus or entity, including other schools in the same group.

3. Program Term

   1. The Program Term runs for two (2) years from the Program Start Date.

   2. Where the Agreement is signed before the Opening Date, Schooly may give the School access to the Platform for setup and data migration before the Opening Date at no charge.

4. Services included

   1. During the Program Term, Schooly will provide the School with:

      1. full access to all nine Platform modules;

      2. the staff desktop application and the parent mobile application;

      3. migration of the School’s existing data into the Platform, at no extra charge, subject to the data being provided in a reasonable format; and

      4. onboarding and setup support for the School’s staff.

   2. The Platform is provided in line with the service levels and support terms in the Standard Terms.

5. Fees and payment

   1. The School will pay the Program Fee of USD 2,000 per year for each year of the Program Term, invoiced annually in advance.

   2. The Program Fee stays the same for the whole Program Term regardless of growth in student numbers, provided the School remains within the Student Cap.

   3. Fees are exclusive of any applicable taxes, duties and bank charges, which are payable by the School.

   4. If an invoice remains unpaid 14 days after its due date, Schooly may give written notice and, if payment is not made within a further 14 days, suspend access to the Platform until payment is received.

   5. Fees paid are non-refundable, except where the Agreement is terminated by the School under clause 10.2 for Schooly’s uncured material breach.

6. Student Cap

   1. The Program covers schools with up to 300 enrolled students.

   2. The School will tell Schooly within 30 days if its enrolled students exceed 300 during the Program Term.

   3. If the School exceeds the Student Cap, it will move to Schooly’s standard pricing at the Year 3 Rate from the start of the next calendar month / the next billing date, and any Program Fee already paid for the remaining period will be credited pro rata against the new fee.

7. Year 3 and beyond

   1. At the end of the Program Term, the School’s subscription will continue on Schooly’s standard pricing at the Year 3 Rate stated in the Program Order.

   2. Schooly will give the School at least 90 days’ written notice before the end of the Program Term, confirming the Year 3 Rate and the renewal date.

   3. If the School does not wish to continue, it may give written notice of non-renewal at least 30 days before the end of the Program Term. Otherwise, the subscription renews for successive periods of one year under the Standard Terms.

8. Case study and reviews (optional)

   1. After six months on the Platform, Schooly may invite the School to take part in a case study or to leave a review on G2 or Capterra.

   2. Taking part is entirely voluntary and has no effect on the Program Fee, the School’s eligibility or any other term of this Agreement.

   3. Schooly will not publish the School’s name, logo or any case study content without the School’s separate written consent.

9. Data protection

   1. The School is the controller of personal data it enters into the Platform, including data about students, parents and staff. Schooly processes that data on the School’s behalf and only on its instructions.

   2. Each party will comply with LGPD and GDPR data protection laws.

   3. On termination or expiry, Schooly will make the School’s data available for export for 30 days, after which it will be deleted in line with the data processing terms.

10. Termination

    1. Schooly may terminate this Agreement by written notice if the School was not eligible for the Program (clause 2.5), fails to pay fees under clause 5.4, or commits a material breach that is not remedied within 30 days of notice.

    2. The School may terminate this Agreement by written notice if Schooly commits a material breach that is not remedied within 30 days of notice. In that case Schooly will refund any prepaid Program Fee for the unused period.

    3. Otherwise, the School commits to the full two-year Program Term. If the School stops using the Platform early, the Program Fees for the remaining Program Term remain payable.

11. Relationship with the Standard Terms

    1. The Standard Terms apply to the School’s use of the Platform, including terms on acceptable use, intellectual property, warranties and limitation of liability.

    2. If there is any conflict, the order of priority is: (a) the Program Order; (b) these Program Terms; (c) Schedule 1; and (d) the Standard Terms.

12. Changes to the Program

    1. Schooly may change, extend or close the Program for new applicants at any time. Any such change will not affect the terms of an Agreement that has already been signed.

13. General

    1. This Agreement is the entire agreement between the parties about the Program and replaces any earlier discussions or materials, including marketing materials.

    2. Notices must be in writing and sent by email to the contacts in the Program Order, or to any other address a party notifies.

    3. Neither party may assign this Agreement without the other’s written consent, except that Schooly may assign it to a member of its group or a successor to its business.

    4. This Agreement is governed by the laws of [GOVERNING LAW], and the courts of [JURISDICTION] have exclusive jurisdiction over any dispute.