Terms of Service

1. Who this agreement is between

These terms are a contract between SpringKnight LTD (“we”, “us”, “SchoolDesk”), a company registered in England and Wales under number 15060534, whose registered office is 9 St. Georges Place, Brighton, East Sussex, BN1 4GB, and the school that subscribes to the service (“you”, “the School”).

They also bind every person who uses SchoolDesk through the School — head teachers, administrators, teachers, other staff, and the parents and guardians who use the Guardian app. The School is responsible for making sure its users know and follow these terms.

If you are a parent or guardian, your relationship over school fees, admissions and your child's education is with the School, not with us. We provide the software the School uses; we are not a party to your arrangement with the School.

By subscribing, signing in, or using any part of SchoolDesk, you accept these terms. If you do not accept them, do not use the service.

2. What we provide

SchoolDesk is a hosted school management platform. Depending on what the School subscribes to, it comprises the SchoolDesk web application for administrators and teachers, the SchoolDesk Staff mobile app for iOS and Android, the SchoolDesk Guardian mobile app for parents and guardians, and the SchoolDesk Classroom web application — together with modules covering admissions and enrolment, attendance, timetabling, examinations and report generation, fees and finance, payroll, canteen and transport, clinic records, diary and behaviour notes, events, document storage, announcements and messaging.

We provide the service on a software-as-a-service basis. We host it, maintain it, and make improvements to it. We may add, change or withdraw individual features. Where a change removes a feature the School relies on, or materially reduces the service, we will give at least 30 days' notice by email; if the School does not accept the change it may terminate under clause 12 without penalty and receive a pro-rata refund of fees paid in advance.

We do not provide the School's internet connection, devices, or the accuracy of the information the School enters.

3. Accounts and acceptable use

Accounts are personal. Each user has their own account. Sharing a login, or using someone else's, is not permitted — SchoolDesk records who did what, and shared accounts destroy that record. The School must remove access promptly when a member of staff leaves.

Keep credentials safe. You are responsible for activity under your account. Tell us at [email protected] immediately if you believe an account has been compromised.

The School controls permissions. School administrators decide which staff see finance, payroll, clinic records and other sensitive modules. Getting those permissions right is the School's responsibility, and it matters — they are what stops a class teacher reading payroll.

You must not:

• Access, or try to access, data belonging to another school or to a pupil outside your remit
• Probe, scan or test the security of the service without our written permission
• Reverse engineer, decompile or copy the software, or try to extract its source
• Use automated means to scrape data beyond the export tools we provide
• Upload malware, or content that is unlawful, defamatory or infringes someone's rights
• Resell, sublicense or provide the service to a third party as your own
• Use the service to send unsolicited marketing to parents or staff

Suspension. We may suspend an account, or the whole service, immediately where there is a serious security risk, unlawful use, or a breach of this clause that puts data at risk. We will tell the School why, and restore access once the cause is resolved. Suspension for non-payment is covered in clause 4.

4. Fees for SchoolDesk

This clause is about what the School pays us. Fees the School collects from parents are dealt with in clause 5.

• What you pay is set out in the School's order form or subscription confirmation. Pricing is typically per pupil per term or per year.
• When you pay. Invoices are payable within 30 days of the invoice date unless the order form says otherwise.
• Taxes. Fees are exclusive of VAT and any local taxes or withholding, which the School pays in addition where they apply.
• Late payment. We may charge interest on overdue amounts at 4% above the Bank of England base rate, accruing daily. If an invoice is more than 60 days overdue we may suspend access after giving 14 days' written warning. We will not delete data during a suspension for non-payment.
• Price changes. We may change prices at renewal, with at least 60 days' notice before the renewal date. Prices do not change mid-term.
• Refunds. Fees already paid are non-refundable, except where we terminate without cause or the School terminates because of a material change under clause 2 or a breach by us — in which case the School receives a pro-rata refund for the unused period.
• Pupil numbers. Where pricing is per pupil, it is based on active pupil records. If numbers rise significantly mid-term we may invoice the difference at the next billing date; we do not charge retrospectively.

5. School fees collected through SchoolDesk

Where the School enables online payments, guardians can pay school fees through SchoolDesk. This clause governs that.

The fees belong to the School. School fees, canteen top-ups and similar payments are owed by the guardian to the School. We provide the means of payment; we are not the seller, and we are not the merchant of record for those transactions.

Payments are handled by licensed providers. Depending on the country and method, a payment is processed by Paystack, Hubtel, ClickPesa, Pesapal or Kowri. Card details and mobile-money credentials go directly to that provider — SchoolDesk never sees or stores a card number or a mobile-money PIN.

Settlement. Funds settle to the account the School has registered with the relevant provider, on that provider's schedule. Where a provider deducts a transaction charge, the net amount reaches the School. We do not hold client money.

Disputes, refunds and chargebacks over school fees are between the guardian and the School. The School decides whether to refund. We will provide the transaction records needed to resolve a dispute, and will act on the School's instruction where a refund runs through a provider we integrate with.

Accuracy. Fee amounts, discounts, waivers and balances are configured by the School. We display and total what the School has set up. We are not responsible for a fee that was set incorrectly.

Failed and duplicate payments. Where a payment fails or is taken twice through a fault in our software, we will investigate and work with the provider and the School to correct it.

6. Data

The School's data belongs to the School. Pupil records, guardian details, staff records, marks, attendance, financial records and uploaded documents remain the School's property. We claim no ownership over them and acquire no right to use them beyond running the service for the School.

Roles. For that data the School is the data controller and we are the data processor. We process it only on the School's documented instructions. Our Privacy Policy sets out what we hold, who else sees it and for how long, and forms part of these terms. A Data Processing Agreement under Article 28 of the UK GDPR is entered into with each School.

Accuracy is the School's responsibility. We store and display what the School enters. We do not verify pupil records, marks, or fee amounts.

Export. The School can export its data at any time through the application. On request we will provide a full export in a structured, machine-readable format.

On termination. The School has 90 days from the end of the contract to export its data. After that we delete it from live systems, and it ages out of backups within a further 35 days. We keep only what the law requires us to keep — principally financial records for 7 years.

Security. We maintain the technical and organisational measures described in the Privacy Policy. If a personal data breach affects the School's data, we will notify the School within 72 hours of becoming aware and give it what it needs to meet its own notification duties.

7. Intellectual property

The SchoolDesk software, its design, its documentation and the SchoolDesk name and logo belong to SpringKnight LTD and stay ours.

For the term of the subscription the School has a non-exclusive, non-transferable licence to use the service for the education and administration of its own pupils. That licence ends when the subscription does.

The School must not copy, modify, reverse engineer, decompile or create derivative works from the software, except to the extent the law expressly permits regardless of contract.

Feedback. If you suggest an improvement, we may build it without owing you anything. You keep no rights in a feature we build as a result, and we claim nothing in your underlying business.

Anonymised statistics. We may produce aggregated, anonymised statistics about how the service is used — numbers of schools, feature adoption, performance — and use them to improve and describe the product. These never identify a school, a pupil, or any individual, and never contain School data.

8. AI-assisted features

Some parts of SchoolDesk can draft text for a member of staff, such as report comments. These use third-party AI models.

• Everything produced is a draft. A member of staff must read and approve it before it reaches a pupil or guardian. Nothing generated is published automatically.
• We do not warrant that output is accurate, appropriate or fair. Language models can be wrong, and can be wrong confidently. The School is responsible for what it sends out under its own name.
• No automated decisions about pupils. Nothing in SchoolDesk decides a grade, a placement or a disciplinary outcome. Staff decide; the software records.
• Pupil data is not used to train models. Our agreements with the AI providers do not allow training on the data we send.
• These features can be disabled for a School on request.

9. Availability and support

Target availability is 99.5% per calendar month, measured excluding planned maintenance and events outside our control.

Planned maintenance is carried out outside West African school hours wherever possible. For work expected to interrupt the service we give at least 48 hours' notice by email and in-app. Urgent security patching may be applied without notice.

Support is by email to [email protected], Monday to Friday, 08:00–17:00 GMT, excluding UK public holidays. Target first response:

These are response targets, not resolution times. Service credits are not offered unless separately agreed in writing in the School's order form.

Backups are taken daily and retained on a 35-day rolling basis. We test restoration periodically. Where the School has deleted data itself, restoring it from backup is a best-efforts exercise we will attempt but cannot guarantee.

10. What we promise, and what we don't

We warrant that:

• We will provide the service with reasonable skill and care, in line with good industry practice
• We have the right to grant the licence in clause 7
• We will comply with data protection law in our role as processor
• The service will not knowingly contain malicious code

We do not warrant that the service will be uninterrupted or error-free, that every defect will be fixed, that it will meet a requirement we have not agreed in writing, or that output from AI features will be accurate. Beyond the warranties above, the service is provided as is, and all other warranties, conditions and terms implied by statute or common law are excluded so far as the law allows.

We are not responsible for: the School's internet connection or devices; the accuracy of what the School enters; a third-party payment provider's failure or delay; loss caused by a user sharing credentials; or the School's own configuration of permissions.

11. Limits on liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Neither side is liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
• Our total liability for all claims arising in any 12-month period is capped at the total fees the School paid us in the 12 months before the claim arose.
• We are not liable for the School's own data-protection failures — wrong permissions, data entered in error, or disclosures the School makes itself.
• The School indemnifies us against claims arising from its unlawful use of the service, or from content it uploads that infringes someone's rights.

The cap reflects the price of the service. If a School needs a higher limit, that can be agreed in writing for an adjusted fee.

12. Term and termination

Term. The subscription runs for the period in the order form and renews automatically for successive periods of the same length unless either side gives notice.

Notice not to renew must be given at least 30 days before the end of the current period.

Termination for breach. Either side may terminate immediately if the other commits a material breach and fails to put it right within 30 days of written notice, or becomes insolvent.

Termination by the School for convenience is possible at any time, but fees already paid for the current period are not refunded.

Termination by us for convenience requires 90 days' written notice and a pro-rata refund of fees paid for the unused period. We will not do this mid-academic-term.

What happens on termination:

1. Access ends on the termination date, except for data export
2. The School has 90 days to export its data — we will help
3. Any outstanding invoices fall due immediately
4. After 90 days we delete the School's data from live systems; it ages out of backups within a further 35 days
5. Clauses on data, intellectual property, liability, confidentiality and governing law survive

We will not hold a School's data hostage over a commercial dispute. Export remains available during the 90-day window regardless of what is owed.

13. Confidentiality and publicity

Each side will keep the other's confidential information confidential, use it only for the purposes of this agreement, and protect it as carefully as it protects its own. This covers pricing, technical information and anything marked or obviously confidential. It does not cover information that is public through no fault of the recipient, was already known, or must be disclosed by law.

These obligations continue for 3 years after the agreement ends. Obligations relating to personal data continue for as long as the data is held.

Publicity. We will not use a School's name or logo in marketing without its written permission. A School that has given permission may withdraw it at any time, and we will remove the reference within 30 days.

14. Changes, law and disputes

Changes to these terms. We may update these terms. For a material change we give at least 30 days' notice by email to the School's registered contact and update the version and date at the top. If the School does not accept a material change, it may terminate before the change takes effect and receive a pro-rata refund. Continuing to use the service after that date means acceptance. Minor corrections take effect when published.

Governing law. These terms and any dispute arising from them are governed by the law of England and Wales.

Jurisdiction. The courts of England and Wales have exclusive jurisdiction. This does not deprive a School of any protection under the mandatory law of its own country, and it does not stop either side applying for an injunction wherever necessary.

Before going to court, both sides agree to try to resolve a dispute in good faith: a written notice setting out the problem, then 30 days for senior representatives of each side to reach a resolution. This does not delay anything urgent.

15. General

Assignment. Neither side may assign this agreement without the other's written consent, except that we may assign it to a company that acquires our business, on the same terms. We will tell Schools if that happens.

Subcontractors. We use the providers listed in the Privacy Policy. We remain responsible for what they do.

Entire agreement. These terms, the order form, the Privacy Policy and the Data Processing Agreement are the whole agreement, and replace anything said or written before. Neither side relies on any statement not set out in them. This does not limit liability for fraudulent misrepresentation.

Order of precedence. If they conflict: the Data Processing Agreement first, then the order form, then these terms, then the Privacy Policy.

Severability. If a provision is held unenforceable, the rest stands and the provision is read as narrowly as needed to make it enforceable.

No waiver. Not enforcing a right on one occasion does not waive it.

Force majeure. Neither side is liable for a delay caused by something genuinely outside its control — war, natural disaster, national infrastructure or power failure, or a failure of a major cloud provider. The affected side must tell the other promptly and work to resume. If it lasts more than 60 days, either side may terminate.

Third parties. Nobody other than the School and us has rights under this agreement under the Contracts (Rights of Third Parties) Act 1999.

Notices are given by email: to the School at its registered contact address, and to us at [email protected]. A notice is treated as received the next working day.