Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and VantageTech Apps, LLC, a Delaware limited liability company ("we," "us," "our," or the "Company"), governing your access to and use of the School-Core platform, including all related services, applications, and websites (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization (such as a school, school district, or educational institution), you represent and warrant that you have authority to bind that organization to these Terms, and "you" and "your" shall refer to that organization.

If you do not agree to these Terms, you must not use the Service.

• "Authorized Users" means individuals authorized by the Customer to access the Service, including administrators, teachers, staff, students, and parents/guardians.
• "Customer" means the school, educational institution, or organization that subscribes to the Service.
• "Customer Data" means all data, including Personal Data, that is uploaded to, created within, or processed through the Service by or on behalf of the Customer.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Personal Data" has the meaning given in our Privacy Policy and applicable data protection laws.
• "Service" means the School-Core cloud-based school management platform, including all modules, features, APIs, and integrations.
• "Subscription" means the Customer's right to access and use the Service during the applicable Subscription Term.
• "Subscription Term" means the period during which the Customer has an active Subscription.

Service Description

School-Core is a multi-tenant, cloud-based school operating system that provides:

• Academic management (curriculum, timetabling, course catalog)
• Virtual classroom and learning management (LMS)
• Assessment, grading, and reporting
• Student information management
• Health and counseling records management
• Finance and fee management
• Communication and meeting management
• Operations management (transport, library, hostel, visitor, facilities)
• HR and staff management
• AI-powered educational tools
• Analytics and dashboards
• Third-party integrations (Google Workspace, Microsoft 365, Clever, ClassLink, OneRoster)

Service Availability

We aim to maintain 99.9% uptime for the Service, excluding:

• Scheduled maintenance (with reasonable advance notice)
• Force majeure events
• Issues caused by Customer's systems, networks, or third-party services
• Emergencies requiring immediate maintenance for security or stability

Geographic Availability — EU / EEA / UK

The Service is currently focused on Customers based outside the European Economic Area (EEA) and the United Kingdom. School-Core does not (a) target EU/UK data subjects with marketing, (b) price its plans in EUR or GBP, (c) offer EU- or UK-localised support hours, or (d) maintain an Article 27 GDPR representative in the Union or in the United Kingdom.

EU/EEA/UK schools may sign up to evaluate the Service on a trial basis. By doing so the school acknowledges that:

• The Service is provided as-is, for evaluation only, until School-Core formally launches in the EU/UK market;
• School-Core has not yet completed Article 27 representative designation and therefore is not actively offering services to EU/UK data subjects under GDPR Art. 3(2)(a) — the school's evaluation use is at the school's own initiative;
• Children's data of EU/UK residents should not be uploaded to the Service in production use until School-Core's formal EU/UK launch;
• All other provisions of these Terms (security, data protection, audit, retention, the Data Processing Agreement) apply in full to evaluation use.

When formal EU/UK availability is announced, this section will be replaced and EU/UK Customers will receive a 30-day notice with the updated representative details and any region-specific contractual changes.

Modifications to the Service

We may modify, update, or discontinue features of the Service from time to time. For material changes that adversely affect existing functionality:

• We will provide at least 30 days' advance notice
• We will offer reasonable migration assistance where applicable
• Such changes do not constitute a breach of these Terms

Account Creation

To use the Service, you must create an account and provide accurate, complete, and current registration information. You agree to update your information promptly if it changes.

Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying us of any unauthorized use of your account

We strongly recommend using strong, unique passwords and enabling single sign-on (SSO) where available.

Account Types and Roles

The Service supports multiple user roles (e.g., School Admin, Principal, Teacher, Student, Parent). The Customer is responsible for:

• Assigning appropriate roles to Authorized Users
• Managing user access and permissions
• Deactivating accounts of individuals who no longer require access

Age Requirements

• Account administrators must be at least 18 years old
• Student accounts may be created for minors by the school with appropriate parental/guardian consent
• The school is responsible for obtaining any required consent for minor users

Free Trial

We may offer a free trial period. During the trial:

• No payment is required
• Full functionality is available unless otherwise specified
• The trial automatically converts to a paid subscription at the end of the trial period only if the Customer opts in
• We may terminate or modify trial terms at any time

Subscription Plans

The Service is offered under multiple subscription tiers (e.g., Freemium, Essentials, Premium, Enterprise). Features, limits, and pricing vary by plan and are described on our pricing page. AI features require a separate AI subscription.

Billing and Payment

• Subscriptions are billed monthly or annually, in advance
• All fees are quoted in the applicable currency and are exclusive of taxes unless stated otherwise
• Payment is due on the date specified in the invoice
• We accept payment via the methods listed on our platform

Scope of Stripe-Processed Payments

School-Core uses Stripe Inc. as its sole online payment processor for the following payment flows:

School-collected fees are settled directly between schools and parents using the school's chosen local payment method (bank transfer, QR code, locally-issued auto-debit, cash, cheque). School-Core records these collections in the school's own finance ledger but does not route the funds. Refunds for parent-paid fees follow the school's own refund policy and are processed by the school via the same local channel — School-Core does not hold those funds and cannot return them on the school's behalf.

By contrast, refunds for platform subscription fees and AI subscription fees (i.e. payments the school made to School-Core via Stripe) are issued back to the original card / account through the Stripe Refund API. Such refunds are at School-Core's discretion and subject to the conditions in §5.6.

Card Data Handling

We do not store card numbers, expiry dates, CVCs, or full bank-account details on School-Core servers. All card data entered into our checkout or customer-portal flows is captured directly by Stripe (PCI DSS Level 1 service provider) using their Elements / Checkout components. We retain only the Stripe customer and payment_intent identifiers required to look up a payment in their dashboard.

Price Changes

We may change our fees with at least 60 days' written notice. Price changes take effect at the start of the next billing cycle following the notice period.

Late Payment

If payment is overdue:

• We will send a reminder notice
• After 15 days, we may restrict access to certain features
• After 30 days, we may suspend the account
• After 60 days, we may terminate the subscription
• The Customer remains liable for all accrued fees

Refund Policy

• Annual subscriptions: Pro-rata refund within 30 days of initial purchase if not satisfied
• Monthly subscriptions: No refund for the current billing period; cancellation takes effect at the end of the period
• No refunds for partial months, downgraded plans, or unused features

Taxes and Withholding

All fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, value-added, withholding, and other taxes or duties (except taxes on our net income). If applicable law requires the Customer to withhold any amount from a payment to us, the Customer will gross up the payment so that we receive the full invoiced amount net of such withholding.

No Setoff

All amounts are payable in full, in the currency stated on the invoice, without setoff, deduction, or counterclaim.

Late-Payment Interest

Undisputed amounts overdue by 30 or more days accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum permitted by law.

Billing Disputes

To dispute an invoice, the Customer must notify us in writing within 20 days of the invoice date with reasons and pay all undisputed amounts; otherwise the invoice is deemed accepted.

Quantity Increases

If usage exceeds the quantity (e.g., student count) on the applicable Order Form, the Customer will pay for the excess at the then-current rate for the remainder of the subscription period.

Ownership

The Customer retains all rights, title, and interest in Customer Data. We do not claim ownership of any Customer Data.

License to Us

The Customer grants us a limited, non-exclusive, worldwide license to host, store, process, and display Customer Data solely to provide the Service and as described in our Privacy Policy and Data Processing Agreement.

Customer Responsibilities

The Customer is responsible for:

• The accuracy, quality, and legality of Customer Data
• Ensuring Customer Data does not infringe any third party's rights
• Obtaining all necessary consents from data subjects (students, parents, staff) for data processing through the Service
• Complying with applicable data protection laws as the Data Controller
• Configuring privacy settings and access controls appropriately
• Training Authorized Users on proper data handling

Data Processing

Our processing of Customer Data is governed by our:

• Privacy Policy (incorporated by reference)
• Data Processing Agreement (DPA) (incorporated by reference and available upon request)

Data Export

Customers may export their data at any time through:

• Built-in CSV/Excel export functionality
• PDF generation for reports and transcripts
• API access (where available)

Data Deletion

Upon termination of a Subscription:

• Customer may export data within 30 days
• Customer Data is permanently deleted within 90 days
• Deletion is irreversible after the 90-day period
• Certain data may be retained longer where required by law

You Agree To:

• Use the Service only for lawful educational and institutional purposes
• Comply with all applicable laws and regulations
• Respect the intellectual property rights of others
• Maintain the security of your account credentials
• Promptly report any security vulnerabilities you discover

You Agree NOT To:

• Use the Service for any unlawful purpose
• Upload malicious software, viruses, or harmful code
• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service infrastructure
• Use the Service to transmit spam, phishing, or unsolicited communications
• Reverse engineer, decompile, or disassemble the Service
• Scrape, crawl, or harvest data from the Service
• Resell, sublicense, or redistribute the Service without authorization
• Use the Service to discriminate against or harm any individual
• Circumvent any security measures, access controls, or usage limits
• Use student data for any commercial purpose unrelated to the educational context
• Share login credentials between multiple users
• Misrepresent your identity or role within the Service
• Conduct penetration testing, load testing, or vulnerability scanning against the Service without our prior written authorization and coordination

Enforcement

We may suspend or terminate accounts that violate these acceptable use provisions, with notice where practicable.

AI-Powered Tools

The Service includes optional AI-powered features (e.g., Study Buddy tutor, quiz generator, lesson plan builder, grading assistant, report card comments). These features:

• Are provided as supplementary tools to assist educators
• Do not replace professional educational judgment
• May produce results that require human review and verification
• Are subject to separate AI subscription terms and usage limits

AI Accuracy Disclaimer

AI-generated content is provided "as is" and may contain errors, inaccuracies, or biases. The Customer is responsible for reviewing and approving all AI-generated content before use in educational or administrative contexts.

AI Usage Limits

AI features are subject to:

• Per-user rate limits (varying by role)
• Monthly token budgets (per subscription plan)
• Feature availability based on subscription tier
• Fair use policies

AI and Student Data

• AI features involving student data are controlled by the school
• The school is responsible for ensuring appropriate consent
• AI providers do not retain student data beyond the immediate request
• See our Privacy Policy, Section 6 for full details

Our Property

The Service, including all software, algorithms, interfaces, documentation, trademarks, and content created by us, is our proprietary property (or that of our licensors) and is protected by intellectual property laws worldwide.

License to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your Subscription Term.

Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble the Service
• Remove any proprietary notices from the Service
• Use our trademarks without written permission

Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use such feedback without obligation to you.

White-Label Branding

Where the subscription plan permits, Customers may apply their own branding (logo, colors) to the Service interface. This does not transfer any ownership of the underlying Service.

De-identified Data

We may create and use de-identified and aggregated data derived from use of the Service (data that does not identify and cannot reasonably be linked to any individual or customer) to operate, improve, and develop our products and services, including analytics and model improvement. We will not re-identify such data or disclose it in a form that identifies you or any individual.

Availability

The Service supports integrations with third-party services (Google Workspace, Microsoft 365, Clever, ClassLink, OneRoster). These integrations are optional and initiated by the Customer.

Third-Party Terms

Use of third-party integrations is subject to the respective third party's terms of service and privacy policies. We are not responsible for the practices or availability of third-party services.

Data Sharing

By enabling an integration, you authorize the Service to exchange data with the third-party service as necessary for the integration to function. You are responsible for reviewing the third party's data practices.

Our Warranties

We warrant that:

• The Service will perform materially in accordance with its documentation
• We will provide the Service with reasonable care and skill
• We have the authority to enter into these Terms
• We maintain appropriate security measures as described in our Security Policy

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

WE DO NOT WARRANT THAT:

• The Service will be uninterrupted, error-free, or completely secure
• The Service will meet all of your requirements
• Any defects will be corrected within a specific timeframe
• AI-generated content will be accurate, complete, or appropriate

Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCHOOL-CORE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability

OUR TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD $500.

Super-Cap for Data-Protection Claims

NOTWITHSTANDING THE FOREGOING, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A BREACH OF THE DATA PROCESSING AGREEMENT OR OUR DATA-SECURITY OBLIGATIONS SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE CLAIM.

Exceptions

The limitations in this section do not apply to liability for fraud, willful misconduct, or any liability that cannot be excluded or limited by applicable law. Claims relating to the Data Processing Agreement or data security are governed by the Super-Cap above.

Our Indemnification

We will defend, indemnify, and hold harmless the Customer from any third-party claims arising from:

• Our breach of these Terms
• Our violation of applicable data protection laws (in our capacity as Data Processor)
• Infringement of third-party intellectual property rights by the Service

Customer Indemnification

The Customer will defend, indemnify, and hold harmless School-Core from any third-party claims arising from:

• Customer Data or its use
• Customer's violation of applicable laws
• Customer's breach of these Terms
• Customer's failure to obtain necessary consents from data subjects

Procedure

The indemnified party will (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement admitting the indemnified party's liability is made without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

IP-Claim Mitigation

If the Service is, or in our opinion is likely to be, subject to an infringement claim, we may at our option (i) procure the right for you to continue using it, (ii) replace or modify it to be non-infringing while substantially equivalent, or (iii) if neither is commercially reasonable, terminate the affected Service and refund any prepaid, unused fees.

Exclusions

We have no indemnity obligation to the extent a claim arises from (i) modification of the Service by anyone other than us, (ii) combination of the Service with products, data, or processes not provided by us where the claim would not have arisen without the combination, (iii) Customer Data, or (iv) your breach of these Terms or violation of law.

Sole Remedy

This section states each party's sole liability and the other party's exclusive remedy for the third-party claims it covers.

Subscription Term

The initial Subscription Term begins on the date of purchase and continues for the selected billing period (monthly or annual). Subscriptions automatically renew unless cancelled before the renewal date.

Termination by Customer

You may terminate your Subscription at any time:

• Monthly plans: effective at the end of the current billing period
• Annual plans: effective at the end of the current annual term
• By contacting us or using the account cancellation feature

Termination by Us

We may terminate your Subscription:

• For material breach, with 30 days' written notice and opportunity to cure
• Immediately, for violations of Section 7 (Acceptable Use)
• Immediately, for non-payment exceeding 60 days
• With 90 days' notice, if we discontinue the Service

Effect of Termination

Upon termination:

• Access to the Service ceases at the end of the applicable period
• The Customer has 30 days to export Customer Data
• Customer Data is deleted within 90 days (unless legally required to retain)
• The following sections survive termination: 6.1 (Data Ownership), 9 (IP), 11 (Disclaimers), 12 (Liability), 13 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution)

Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, United States, and the parties consent to personal jurisdiction therein.

Local Law Compliance

Nothing in these Terms limits any rights you may have under mandatory consumer protection or data protection laws of your jurisdiction that cannot be waived by contract.

Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes informally by contacting the other party and negotiating in good faith for at least 30 days.

Mediation

If informal resolution fails, the parties agree to submit the dispute to mediation under the Mediation Rules of the American Arbitration Association (AAA), with costs shared equally.

Arbitration (Optional)

For disputes not resolved through mediation, either party may elect binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with the arbitration conducted in Wilmington, Delaware. The arbitrator's decision is final and binding.

Exceptions

Either party may seek injunctive or equitable relief in court for:

• Intellectual property disputes
• Breaches of confidentiality
• Emergency measures to prevent irreparable harm

Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential, including business and pricing terms, product roadmaps, and security information. Customer Data is the Customer's Confidential Information; the Service, software, and the terms and pricing of any Order Form are our Confidential Information. Confidential Information excludes information that is or becomes public without breach, was already known to the Receiving Party, is received from a third party without a duty of confidence, or is independently developed.

Obligations

The Receiving Party will use at least reasonable care to (a) not use the Disclosing Party's Confidential Information outside this Agreement and (b) limit access to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these.

Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice (where lawful) and reasonable cooperation to contest the disclosure.

Survival

These obligations survive for five (5) years after termination, and for trade secrets, for as long as they remain trade secrets under applicable law.

Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any applicable Order Forms, constitute the entire agreement between the parties.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, government actions, pandemics, or widespread internet disruptions.

Notices

Notices must be sent:

• To us: legal@school-core.com
• To you: the email address associated with your account

No Third-Party Beneficiaries

These Terms do not create rights for any third party, except for indemnified parties under Section 13.

Export Compliance

You agree to comply with all applicable export and import control laws and regulations.

Sanctions and Restricted Parties

Each party represents that it is not, and is not owned or controlled by or acting on behalf of any party that is, identified on any restricted-party or sanctions list maintained by the U.S. Government (including the OFAC Specially Designated Nationals List and the U.S. Commerce Department Entity List), the European Union, the United Nations, or other applicable authority. You will not use the Service in violation of applicable export-control or sanctions laws, or provide access to any restricted or sanctioned person. We may suspend or terminate the Service if this provision is breached.

Anti-Corruption

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Neither party has received or been offered, and neither will pay or accept, any bribe, kickback, or improper payment in connection with this Agreement. Reasonable gifts and hospitality in the ordinary course do not violate this provision.

For questions about these Terms:

Email: legal@school-core.com Website: [school-core.com]