Terms &
Conditions

In this Agreement, the following terms have the meanings set out below:

„Admin User“

means a user designated by the School with full administrative access to the Platform.

„Agreement“

means these Terms & Conditions together with the Order and any documents incorporated by reference (including the Data Privacy Policy).

„Authorised User“

means, collectively, all Admin Users, Staff Users and Guardians who are invited to and use the Platform.

„Confidential Information“

means any non-public information of commercial value disclosed by one Party to the other, in any form, that is marked confidential or that would reasonably be understood to be confidential given its nature or the circumstances of disclosure.

„Guardian“

means a parent, guardian or other family member connected to a student at the School who is invited by the School to use the Platform.

„Order“

means the offer, order form or in-Platform sign-up flow setting out the School’s chosen plan, any add-ons, the number of Sites, and the fees and payment terms.

„Platform“

means HOOPOOH, the AI-powered school communication and management software and related services provided by HOOPOOH, including the website, mobile applications, and any features included in the School’s chosen plan.

„Privacy Policy“

means the HOOPOOH Privacy Policy, available at /privacy-policy.

„Site“

means an individual physical location (e.g. a single school) operated by the School and using the Platform under the School’s control. A School may operate more than one Site.

„Staff User“

means an employee or authorised representative of the School (other than an Admin User) granted access to the Platform to perform their duties.

„Student Data“

means any personal data relating to a student enrolled at a School that is uploaded to or processed within the Platform (for example names, photos, videos, observations, milestones, attendance or daily reports). Students are not users of the Platform.

„Subscription Term“

means the subscription period set out in the Order (monthly or annual unless stated otherwise), being the term of this Agreement.

2.1

These Terms & Conditions govern the School’s access to and use of the Platform. By accepting an Order, clicking to accept, or accessing or using the Platform, the School agrees to be bound by this Agreement, which takes effect on the date the School signs or accepts the Order.

2.2

The Order sets out the details of the School’s chosen plan, any add-ons, and the applicable fees and payment terms. The School may receive the Order by email or within the Platform. Where there is any conflict between the Order and these Terms & Conditions, the Order prevails for the specific point in question.

2.3

The person accepting this Agreement on behalf of the School warrants that they have authority to bind the School.

3.1

HOOPOOH provides the Platform as a software-as-a-service application delivered over the internet and hosted by HOOPOOH or its hosting providers. Features depend on the plan selected in the Order.

3.2

The Platform supports communication and administration between the School and its Authorised Users — including messaging and updates, sharing of photos and videos, observations and milestones, daily reports, attendance, and related features. The Platform is not intended for use by students, and students do not hold user accounts.

3.3

HOOPOOH may, from time to time, offer optional additional services or features (including AI-enabled features) that go beyond the standard features of the School’s plan. Such additional services may be subject to additional fees and additional terms presented at the time they are enabled.

4.1

The Platform includes features that use artificial intelligence to assist Authorised Users, for example by drafting, summarising, organising, translating or suggesting content (“AI Features”).

4.2

AI Features are intended as productivity aids only. Output may be inaccurate, incomplete or unsuitable, and must be reviewed by a human Authorised User before it is relied upon, sent, or used in any decision affecting a student, family or staff member. HOOPOOH does not warrant the accuracy of AI-generated output.

4.3

HOOPOOH will not use Student Data or School content to train publicly available foundation models in a way that would expose that data outside the School, except as permitted under the Data Privacy Policy. Where third-party AI providers are used as sub-processors, they are listed and governed under the Data Privacy Policy.

5.1

Subject to this Agreement, HOOPOOH grants the School a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to access and use the Platform for the number of Sites set out in the Order during the Subscription Term.

5.2

The School must not, and must not permit any third party to: (a) copy, modify, adapt, translate or create derivative works of the Platform; (b) reverse engineer, decompile or attempt to derive the source code, except to the extent this restriction is prohibited by law; (c) remove or obscure any proprietary notices; (d) sublicense, resell, rent or otherwise distribute the Platform; (e) use the Platform to build a competing product or service; or (f) use the Platform unlawfully or in breach of this Agreement.

5.3

Any breach of this Section 5 is a material breach of this Agreement.

6.1

HOOPOOH provides the School with access via one or more Admin User accounts. Admin Users may grant Staff Users access with appropriate permissions, and Admin Users or suitably permissioned Staff Users may invite Guardians.

6.2

The School is responsible for all activity under its accounts and for ensuring that Authorised Users keep their credentials confidential and use the Platform in accordance with this Agreement and any applicable HOOPOOH end-user terms presented at first sign-in.

6.3

The School may set its own additional internal policies for use of the Platform and is responsible for communicating them to its Authorised Users.

7.1

The School is responsible for: (a) the accuracy of information and content it and its Authorised Users enter into the Platform; (b) maintaining IT systems and devices adequate to use the Platform; (c) taking reasonable steps to ensure Authorised Users comply with this Agreement; and (d) complying with all laws applicable to its use of the Platform.

7.2

Student Data and consents. As between the Parties, the School determines the purposes and means of processing Student Data and acts as the data controller; HOOPOOH acts as processor on the School’s instructions, as set out in the Data Privacy Policy. The School is solely responsible for: (a) establishing a valid legal basis (including obtaining and recording any necessary parental or guardian consents) for uploading, sharing and processing Student Data; and (b) deciding which Guardians may access which Student Data.

7.3

The School must not upload content that is unlawful, infringing, or that it is not authorised to share.

8.1

HOOPOOH will provide the Platform with reasonable skill and care, in accordance with applicable law and good industry practice.

8.2

Support is available 24/7 via email (hi@hoopooh.com) and WhatsApp. Support covers onboarding guidance, usage questions, simple troubleshooting and bug reporting. It does not include consultancy on, or troubleshooting of, the School’s own IT systems.

8.3

HOOPOOH uses commercially reasonable efforts to maximise availability of the Platform. Scheduled maintenance will, where reasonably possible, be carried out outside ordinary business hours. HOOPOOH may, where necessary to protect the Platform or data, carry out emergency maintenance at other times and will notify the School where reasonably practicable.

8.4

Backups are carried out as described in the Data Privacy Policy.

9.1

The School pays the fees set out in the Order. Fees are charged as a monthly or annual subscription based on the chosen plan and the number of Sites, plus any add-ons. There is no set-up fee.

9.2

Fees are stated in Euro (EUR), or in another currency where agreed in writing between the Parties, and are exclusive of VAT and other applicable taxes, which the School is responsible for paying where applicable.

9.3

Invoices are due within fourteen (14) days of the invoice date unless the Order states otherwise. For late payment, HOOPOOH may charge statutory default interest and, after written notice, suspend access until overdue amounts are paid, without prejudice to its right to terminate under Section 17.

9.4

HOOPOOH may change subscription pricing with effect from the next renewal of the Subscription Term, provided it gives the School at least three (3) months’ written notice (including by email) before that renewal.

10.1

HOOPOOH and its licensors retain all intellectual property rights in and to the Platform, including all software, documentation, trademarks and related materials (“HOOPOOH IP”). Except for the limited licence in Section 5, the School obtains no rights in the HOOPOOH IP.

10.2

The School retains all rights in the content and data it and its Authorised Users submit to the Platform (“School Content”). The School grants HOOPOOH a limited, non-exclusive licence to host, process and transmit School Content solely to provide and support the Platform and as permitted under the Data Privacy Policy.

10.3

If the School provides feedback or suggestions about the Platform, HOOPOOH may use them without restriction or obligation.

10.4

The School grants HOOPOOH a revocable, non-exclusive licence to use the School’s name and logo to identify it as a customer in HOOPOOH’s marketing, subject to any branding guidelines the School provides. The School may revoke this by written notice to hi@hoopooh.com.

11.1

Each Party (the “Receiving Party”) will keep the other Party’s Confidential Information confidential and use it only to perform its rights and obligations under this Agreement.

11.2

The Receiving Party may disclose Confidential Information only to personnel who need to know it for that purpose and who are bound by confidentiality obligations.

11.3

These obligations do not apply to information that is or becomes public other than through breach of this Agreement, was already lawfully known to the Receiving Party, was lawfully received from a third party without restriction, was independently developed, or is required to be disclosed by law.

12.1

In providing the Platform, HOOPOOH processes personal data (including Student Data) on behalf of the School. The School acts as controller and HOOPOOH as processor in respect of such data, as set out in the Data Privacy Policy, which forms part of this Agreement.

12.2

Both Parties will comply with applicable data protection law, including the EU General Data Protection Regulation (GDPR) and applicable national implementing laws.

12.3

Where HOOPOOH processes personal data for its own purposes (for example account administration, support records, security and product analytics), it does so as an independent controller in accordance with its Privacy Policy.

13.1

HOOPOOH may collect and process aggregated and de-identified data derived from use of the Platform to operate, secure, analyse and improve the Platform and to produce benchmarking and best-practice insights. HOOPOOH will not use such data in a way that identifies any individual, student, family or School in public outputs.

14.1

The Platform may allow the School to connect third-party services via integrations or links (“Linked Services”). HOOPOOH provides these for convenience and does not endorse or control Linked Services.

14.2

Use of a Linked Service is governed by the agreement between the School and the relevant third-party provider. By enabling a Linked Service, the School instructs HOOPOOH to share the data necessary for that integration and accepts responsibility for the third party’s processing of that data.

14.3

HOOPOOH is not liable for Linked Services, and the School uses them at its own risk and is responsible for its own due diligence on their compliance with applicable law.

15.1

HOOPOOH implements appropriate technical and organisational security measures as described in the Data Privacy Policy.

15.2

To the fullest extent permitted by law, the Platform is provided “as is” and “as available”. HOOPOOH does not warrant that the Platform will be uninterrupted, error-free, fully secure against unauthorised access, or compatible with all hardware or software. HOOPOOH disclaims all implied warranties to the extent permitted by law. Nothing in this Section limits any warranty that cannot be excluded under applicable law.

16.1

Nothing in this Agreement limits or excludes either Party’s liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited or excluded under applicable law (including, in Germany, liability under the Product Liability Act (Produkthaftungsgesetz) and for intent or gross negligence).

16.2

Subject to Section 16.1, neither Party is liable for indirect, special or consequential loss, including loss of profits, business, goodwill or data.

16.3

Subject to Section 16.1, each Party’s total aggregate liability under or in connection with this Agreement is limited to the fees paid by the School for the Platform in the twelve (12) months before the event giving rise to the claim.

17.1

This Agreement runs for the Subscription Term set out in the Order and renews automatically for successive periods of the same length unless terminated in accordance with this Section.

17.2

The School may terminate by giving written notice (including by email): for monthly subscriptions, at least one (1) month before the end of the then-current Subscription Term; and for annual subscriptions, at least three (3) months before the end of the then-current Subscription Term. Termination takes effect at the end of that Subscription Term. Unless the Order states otherwise, fees already paid are non-refundable.

17.3

HOOPOOH may terminate with at least three (3) months’ written notice, effective at the end of the then-current Subscription Term.

17.4

Either Party may terminate immediately by written notice if the other commits a material breach that is not remedied within thirty (30) days of notice (where capable of remedy), becomes insolvent, or ceases to carry on business. HOOPOOH may terminate immediately for non-payment not cured within fourteen (14) days of notice.

18.1

On termination, the licence ends and the School’s access to the Platform ceases. The School must pay any outstanding fees.

18.2

The School may request export or return of School Content before termination takes effect; otherwise School Content (including Student Data) will be deleted in accordance with the Data Privacy Policy.

18.3

Sections relating to intellectual property, confidentiality, data protection, limitation of liability and governing law survive termination.

Neither Party is liable for failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control, including strikes, war, terrorism, epidemic or pandemic, governmental action, power or telecommunications failure, fire, flood, or cyber-attack. If such an event continues for more than sixty (60) days, the unaffected Party may terminate on written notice.

HOOPOOH may amend these Terms & Conditions where required to comply with law, or where reasonably necessary to reflect changes to the Platform, security practices or business operations, provided the change does not materially reduce the School’s rights. HOOPOOH will give at least fourteen (14) days’ written notice (including by email) of any change. If a change materially and adversely affects the School (other than a change required by law), the School may terminate in accordance with Section 17.

21.1

Assignment. HOOPOOH may assign or transfer its rights and obligations under this Agreement. The School may not assign without HOOPOOH’s prior written consent.

21.2

Notices. Notices must be in writing and may be given by email — to the School at the address associated with its account, and to HOOPOOH at amir@hoopooh.com — deemed received one working day after sending.

21.3

Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary or deemed deleted, and the rest of the Agreement remains in effect.

21.4

Waiver. A failure or delay in exercising a right is not a waiver of it.

21.5

No third-party rights. No person other than a Party may enforce this Agreement.

21.6

Entire agreement. This Agreement, together with the Order and the Data Privacy Policy, is the entire agreement between the Parties and supersedes all prior agreements on its subject matter.

22.1

This Agreement is governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

22.2

The courts of Berlin, Germany have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, to the extent permitted by law. The Parties will first attempt to resolve any dispute amicably.

22.3

In case of any discrepancy between language versions of this Agreement, the English version prevails.