Terms of Service

Parties

PREAMBLE

Agreement

These Terms of Service ("Terms") govern access to and use of the HeyEd platform and related websites, applications, support, onboarding, migration, and operational services (together, the "Services").

The Services are provided by Hey Tech Labs Ltd, company number 15972086, trading as "HeyEd" ("HeyEd", "we", "us", "our"). The customer that orders, pays for, or uses the Services is the "Customer" ("you", "your").

If you use the Services on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms. In that case, "you" means that organisation and the individual user acting on its behalf.

These Terms are intended for business customers only. They are not consumer terms.

SECTION 01

Contract Documents and Order of Priority

These Terms apply together with any accepted order form, quote, subscription plan, statement of work, data processing agreement, privacy policy, support terms, or written agreement between the parties (together, the "Agreement").

If there is a conflict:

• a signed written agreement or order form controls over these Terms for the specific commercial terms it covers;
• the Data Processing Agreement ("DPA") controls for processing of Customer Personal Data where HeyEd acts as processor;
• these Terms control for product use, payment, intellectual property, liability, suspension, termination, and other general service terms.

SECTION 02

The Services

HeyEd provides a business-to-business software platform for UK education, childcare, and care operators. The Services may include:

• staff records and onboarding workflows;
• digital single central record and compliance tracking;
• document storage, document generation, forms, signatures, and evidence management;
• DBS, right-to-work, qualification, training, reference, and safeguarding workflow support;
• tasks, alerts, notifications, and operational tools;
• support, onboarding, import, migration, and data preparation assistance.

The Services are designed to support customer workflows. They do not replace your professional judgement, safeguarding duties, employment obligations, Ofsted or regulator responsibilities, legal advice, HR advice, or data protection compliance responsibilities.

We may improve, update, modify, add, remove, suspend, or replace features from time to time. We will take reasonable steps to avoid materially reducing the core functionality of paid Services during an active subscription, unless a change is needed for security, legal compliance, operational resilience, third party dependency changes, or another reasonable business reason.

SECTION 03

Customer Accounts and Users

You are responsible for:

• ensuring account registration information is accurate and kept up to date;
• selecting appropriate administrators and authorised users;
• managing user access, permissions, venue access, and role assignments;
• keeping login credentials confidential;
• ensuring users do not share accounts or credentials;
• using available security controls, including multi-factor authentication where enabled or required;
• promptly notifying us if you suspect unauthorised access, compromised credentials, or misuse of the Services.

You are responsible for all activity under accounts assigned to your organisation, except to the extent caused by HeyEd's breach of the Agreement.

We may suspend or disable an account, user, integration, or access token where we reasonably believe this is necessary to protect the Services, Customer data, other customers, our systems, or third parties.

SECTION 04

Customer Responsibilities

You are responsible for your use of the Services and for the information, documents, records, instructions, and content you upload, enter, generate, approve, send, or store through the Services ("Customer Content").

You are responsible for:

• deciding what information should be recorded in the Services;
• ensuring you have a lawful basis and appropriate notices for personal data you process through the Services;
• obtaining any required consent or authorisation from staff, workers, contractors, referees, emergency contacts, and other individuals;
• complying with employment, safeguarding, education, childcare, data protection, tax, accounting, and regulatory obligations that apply to your organisation;
• checking the accuracy, completeness, and suitability of records, reminders, generated documents, imported data, AI-assisted outputs, and compliance statuses before relying on them;
• retaining or exporting records you must keep for statutory, employment, safeguarding, regulatory, insurance, legal-claim, tax, or operational purposes;
• ensuring your users are authorised and trained to use the Services appropriately;
• ensuring Customer Content does not infringe third party rights or breach law.

HeyEd is not responsible for determining your retention periods, lawful bases, employment decisions, suitability decisions, safeguarding decisions, Ofsted compliance, or whether a particular record is legally sufficient for your organisation.

SECTION 05

Acceptable Use

You must use the Services only for lawful business purposes and in accordance with the Agreement.

You must not:

• use the Services for unlawful, harmful, abusive, fraudulent, misleading, or discriminatory purposes;
• upload malware, malicious code, corrupted files, or content designed to harm systems or data;
• attempt to gain unauthorised access to the Services, systems, networks, accounts, data, or other customers' information;
• probe, scan, penetration test, load test, or stress test the Services without our prior written approval;
• bypass, disable, or interfere with security, authentication, rate limits, access controls, billing controls, or usage restrictions;
• reverse engineer, decompile, copy, frame, scrape, crawl, or extract the Services except as permitted by law;
• resell, sublicense, rent, lease, or make the Services available to third parties except for your authorised users and agreed group entities;
• use the Services to build or support a competing product or service;
• use the Services in a way that materially degrades performance or security for other customers;
• upload information you are not legally entitled to process or disclose.

We may investigate suspected misuse and may suspend access where reasonably necessary to protect the Services, comply with law, or prevent harm.

SECTION 06

Subscriptions, Fees, and Payment

The subscription, fees, billing period, payment method, included modules, usage limits, and any implementation or migration services are set out in the applicable order form, quote, invoice, plan, or written agreement.

Unless otherwise agreed in writing:

• subscription fees are billed in advance;
• fees are exclusive of VAT and other applicable taxes;
• you are responsible for all taxes, duties, and charges other than taxes on HeyEd's income;
• fees are non-refundable except where required by law or expressly stated in the Agreement;
• subscription changes take effect at the next renewal date unless we agree otherwise;
• overdue amounts may result in suspension or termination after reasonable notice.

If payment is handled by a payment provider, that provider may process payment and billing data under its own terms and privacy notice where it acts as an independent controller.

We may change fees for future subscription periods by giving you at least 30 days' written notice (or 60 days' written notice for annual subscriptions) before the change takes effect. If you do not accept a fee change, your remedy is to cancel before the next renewal date and the new fee will not apply to your current paid period.

SECTION 07

Trials, Pilots, Beta Features, and Early Access

We may offer trials, pilots, beta features, previews, prototypes, or early access functionality. These are provided for evaluation unless otherwise agreed.

Trial, pilot, beta, preview, prototype, and early access features may be incomplete, changed, withdrawn, unsupported, or subject to additional limits. They are provided "as is" to the fullest extent permitted by law.

You should not rely on beta or preview functionality for critical compliance, safeguarding, payroll, employment, legal, or operational decisions unless we have expressly agreed otherwise in writing.

SECTION 08

Customer Content and Data

You retain ownership of Customer Content.

You grant HeyEd a limited, worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, generate, transform, back up, secure, support, troubleshoot, and otherwise use Customer Content only as necessary to:

• provide, maintain, secure, and support the Services;
• follow your instructions and configuration choices;
• perform agreed onboarding, support, import, migration, or data preparation work;
• comply with law, enforce the Agreement, and protect the Services;
• create aggregated or de-identified insights for use in operating, securing, supporting, improving, and benchmarking the Services. We will not commercialise these insights externally as a separate product or sell them to third parties.

We will not sell Customer Content or use Customer Content for third-party advertising.

SECTION 09

Data Protection

The parties will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

For personal data you upload, enter, generate, or manage in the Services for your staff, workers, contractors, referees, emergency contacts, venues, and operational records, you are normally the controller and HeyEd is normally the processor. That processing is governed by the DPA.

For HeyEd's own account administration, billing, legal compliance, security, internal business records, supplier management, and business communications, HeyEd may act as an independent controller. That processing is described in our Privacy Policy.

You are responsible for:

• deciding what personal data is entered into the Services;
• giving required privacy notices to individuals;
• establishing lawful bases and special category or criminal offence data conditions where needed;
• handling data subject requests as controller;
• deciding retention periods for Customer Content;
• exporting records you need before termination or deletion.

We will provide reasonable assistance as described in the DPA.

SECTION 10

AI-Assisted Support and Migration

Where approved for a specific task, HeyEd may use AI-assisted tools to support data migration, extraction, parsing, cleansing, normalisation, import preparation, operational support, or development of migration scripts.

Where AI-assisted tools process Customer Personal Data, we will use approved commercial or API routes covered by appropriate contractual and transfer safeguards. We do not intentionally use Customer Personal Data to train public AI models.

You are responsible for reviewing and approving migration results, parsed data, AI-assisted outputs, mappings, generated records, and imported records before relying on them.

SECTION 11

Security

We will implement and maintain reasonable technical and organisational measures designed to protect Customer Content against unauthorised access, loss, alteration, or disclosure.

No internet-based service can be guaranteed to be completely secure. You acknowledge that security also depends on your users, devices, networks, permissions, passwords, account controls, and operational processes.

You must promptly notify us of suspected security incidents involving the Services or your accounts.

SECTION 12

Retention, Export, and Deletion

During an active subscription, you may retain, archive, delete, or export Customer Content according to the functionality available in the Services and your own retention requirements.

At the end of the Services, or on verified written request, we will return, export, delete, or put beyond use Customer Content in accordance with your instructions and the functionality reasonably available in the Services, unless continued retention is required by law or reasonably necessary for legal claims, accounting, security, fraud prevention, or dispute handling.

Unless otherwise agreed, our default target is to delete Customer Personal Data from active production systems within 90 days after termination or a verified deletion request. Backup copies, immutable logs, provider logs, and disaster recovery copies may remain until overwritten or deleted under the applicable backup or log retention cycle, provided they remain protected, access-restricted, and not used for ordinary business purposes.

You are responsible for exporting or otherwise retaining any Customer Content that you must keep for employment, safeguarding, tax, regulatory, legal-claim, insurance, or operational purposes before termination or deletion. HeyEd is not responsible for retaining Customer Content after termination to meet your legal retention obligations unless expressly agreed in writing.

SECTION 13

Third Party Services

The Services may include, link to, depend on, or integrate with third party products and services, including hosting, email delivery, payment processing, analytics, monitoring, AI, support, productivity, and infrastructure providers.

Third party services may be subject to their own terms, privacy notices, availability, security, and data processing arrangements. We are not responsible for third party services except to the extent expressly stated in the Agreement or required by law.

Where a third party processes Customer Personal Data as our sub-processor, the DPA applies.

SECTION 14

Service Availability and Support

We will use reasonable efforts to keep the Services available and functioning. However, the Services may be unavailable, degraded, or interrupted because of maintenance, updates, security work, internet or cloud-provider issues, third party failures, emergencies, force majeure events, or circumstances outside our reasonable control.

Any specific service levels, support hours, response targets, onboarding scope, migration scope, or implementation commitments must be agreed in writing.

Support does not include legal, HR, safeguarding, accounting, tax, Ofsted, regulatory, or professional advice.

SECTION 15

Intellectual Property

HeyEd and its licensors own all rights, title, and interest in and to the Services, including software, designs, workflows, user interfaces, templates, documentation, trade marks, know-how, and other intellectual property.

Except for the limited right to use the Services during an active subscription, you do not acquire any ownership rights in the Services.

You must not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works from the Services except as expressly permitted by the Agreement or by law.

If you provide feedback, suggestions, ideas, or requests about the Services, you grant HeyEd a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use them without restriction or compensation. We will not identify you publicly as the source of feedback without your consent.

SECTION 16

Confidentiality

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, commercial, financial, security, product, customer, employee, and operational information that is marked confidential or should reasonably be understood to be confidential.

Each party will:

• use the other party's confidential information only for the Agreement;
• protect it using reasonable care;
• disclose it only to personnel, advisers, contractors, and providers who need to know it and are subject to appropriate confidentiality obligations;
• not disclose it to others without permission unless required by law.

Confidentiality obligations do not apply to information that is public through no breach, already known without restriction, independently developed, or lawfully received from a third party without confidentiality restriction.

SECTION 17

Suspension

We may suspend all or part of the Services immediately if we reasonably believe:

• your use of the Services creates a security, legal, operational, or reputational risk;
• your account or credentials have been compromised;
• you have breached the acceptable use rules;
• you have not paid overdue fees after reasonable notice;
• suspension is required by law, court order, regulator, or third party service provider;
• suspension is necessary to protect Customer Content, other customers, HeyEd, the Services, or third parties.

Where reasonable and legally permitted, we will give notice and an opportunity to resolve the issue. We are not liable for suspension carried out in accordance with this section.

SECTION 18

Term and Termination

These Terms start when you first accept them, access the Services, sign an order form, or otherwise begin using the Services, and continue until terminated.

You may terminate by cancelling your subscription in accordance with the applicable order form, plan, or written agreement.

You may also terminate the Agreement immediately on written notice if HeyEd materially breaches the Agreement and does not remedy the breach within 30 days after written notice from you, or if the breach cannot be remedied. Where you terminate under this paragraph, HeyEd will refund prepaid fees for the unused portion of the current subscription period.

We may terminate the Agreement:

• if you materially breach the Agreement and do not remedy the breach within 30 days after written notice, where the breach can be remedied;
• immediately if you materially breach the Agreement and the breach cannot be remedied;
• immediately if continued provision of the Services would create a material security, legal, regulatory, or operational risk;
• immediately if required by law, court order, regulator, or third party service provider;
• on reasonable notice if we discontinue the Services or the relevant product line.

On termination:

• your right to use the Services ends;
• you must stop using the Services and pay all fees due up to the termination date;
• data export, deletion, and retention will be handled under Section 12 and the DPA;
• provisions that by their nature should continue will continue, including payment obligations, confidentiality, intellectual property, data protection, liability limits, indemnities, governing law, and dispute provisions.

Termination does not entitle you to a refund of prepaid fees except where required by law, expressly agreed in writing, where you terminate for HeyEd's uncured material breach as set out above, or where we terminate for convenience before the end of a prepaid subscription period. In each of those cases, we will refund prepaid fees for the unused period unless termination resulted from your breach.

SECTION 19

Warranties and Disclaimers

Each party warrants that it has authority to enter into the Agreement.

HeyEd will provide the Services with reasonable skill and care.

Except as expressly stated in the Agreement, the Services are provided "as is" and "as available". To the fullest extent permitted by law, we exclude all implied warranties, conditions, and representations, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

We do not warrant that:

• the Services will meet every legal, regulatory, operational, or professional requirement of your organisation;
• compliance scores, reminders, alerts, workflows, generated documents, imported records, or AI-assisted outputs will be complete, accurate, or sufficient for your legal obligations without review;
• the Services will prevent all errors, missed deadlines, unauthorised access, data loss, compliance failures, or security incidents.

SECTION 20

Liability

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any liability that cannot be excluded under applicable law.

Subject to the paragraph above, neither party will be liable for:

• indirect, consequential, special, incidental, punitive, or exemplary loss or damage;
• loss of profits, revenue, business, goodwill, anticipated savings, or opportunity;
• business interruption;
• loss, corruption, or restoration of data, except to the extent directly caused by that party's breach of the Agreement;
• losses caused by third party services, internet failures, cloud-provider failures, force majeure events, or circumstances outside that party's reasonable control.

Subject to the first paragraph of this section, HeyEd's total aggregate liability arising out of or in connection with the Agreement, the Services, the DPA, and any related claims is limited to the total fees paid or payable by you to HeyEd for the Services in the 12 months immediately before the event giving rise to the claim.

If you use the Services without paying fees, HeyEd's total aggregate liability is limited to GBP 100.

The liability cap does not limit your obligation to pay fees due.

The parties agree that the limitations in this section are reasonable in light of the nature, price, and purpose of the Services.

SECTION 21

Indemnities

21A. Customer Indemnity

You will indemnify and hold harmless HeyEd, its directors, employees, contractors, providers, and affiliates from and against claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable legal fees, arising from:

• Customer Content;
• your breach of the Agreement;
• your unlawful use of the Services;
• your breach of data protection, employment, safeguarding, regulatory, or other laws;
• your failure to obtain required rights, notices, permissions, consents, lawful bases, or authorisations;
• claims by your users, staff, workers, contractors, referees, emergency contacts, venues, regulators, or other third parties relating to your instructions, records, decisions, or use of the Services.

This indemnity does not apply to the extent the claim is caused by HeyEd's breach of the Agreement.

21B. HeyEd Intellectual Property Infringement Indemnity

HeyEd will defend, indemnify, and hold harmless the Customer from and against third party claims that the Services as supplied by HeyEd infringe a third party's UK intellectual property rights, and pay damages and reasonable legal costs finally awarded against the Customer for those claims, provided that:

• the Customer notifies HeyEd promptly in writing of the claim;
• HeyEd has sole control of the defence and settlement of the claim;
• the Customer provides reasonable cooperation;
• the Customer makes no admission, settlement, or compromise without HeyEd's prior written consent.

This indemnity does not apply to claims arising from:

• Customer Content;
• modifications to the Services not made by HeyEd;
• combination of the Services with other products, data, or services not provided by HeyEd, where the claim would not have arisen without that combination;
• use of the Services in breach of the Agreement or applicable law;
• continued use of the Services after HeyEd has notified the Customer to stop.

If HeyEd reasonably believes the Services may infringe a third party's rights, it may at its option modify the Services, procure rights for the Customer to continue using them, or terminate the affected Services and refund prepaid fees for the unused subscription period.

This Section 21B sets out HeyEd's sole liability and the Customer's sole remedy for intellectual property infringement claims relating to the Services.

SECTION 22

Changes to These Terms

We may update these Terms from time to time. We will post the updated version with a new "Last updated" date and, where changes are material, take reasonable steps to notify affected customers.

Changes will not materially reduce your rights during an active paid subscription period unless required for legal compliance, security, operational resilience, product changes, or another reasonable business reason.

Your continued use of the Services after the updated Terms take effect constitutes acceptance of the updated Terms.

SECTION 23

Publicity

With your prior written approval (which may be given by email), we may identify you as a customer using your organisation name and logo in customer lists, pitch materials, and website materials. We will not publish a case study or press release naming you without your approval.

SECTION 24

Assignment

You may not assign or transfer the Agreement without our prior written consent, except to a successor that acquires substantially all of your business and agrees to be bound by the Agreement.

We may assign or transfer the Agreement to an affiliate or in connection with a merger, acquisition, restructuring, financing, sale of assets, or transfer of our business, provided the assignee assumes the relevant obligations.

SECTION 25

Force Majeure

Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including internet failures, utility failures, cloud or third party provider outages, cyberattacks, labour disputes, war, terrorism, government action, epidemic, pandemic, natural disaster, fire, flood, or other emergency.

This section does not excuse payment obligations.

SECTION 26

Notices

We may give notices by email, in-product message, account notification, website posting, or written notice to the contact details associated with your account.

You may give notices to HeyEd by emailing legal@heyed.co.uk unless the Agreement requires another method.

You are responsible for keeping account and billing contact details up to date.

SECTION 27

General

The Agreement is the entire agreement between the parties about the Services and replaces prior discussions, proposals, and understandings about the Services.

If any part of the Agreement is found invalid or unenforceable, the rest remains in effect and the invalid part will be interpreted or replaced to achieve the closest lawful effect.

Failure to enforce a right is not a waiver of that right.

No partnership, joint venture, employment, agency, or fiduciary relationship is created by the Agreement.

Except for HeyEd's affiliates and indemnified parties under Section 21, no third party has rights to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

SECTION 28

Governing Law and Courts

The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive or equitable relief in any competent court.

SECTION 29

Contact

For questions about these Terms, contact:

Hey Tech Labs Ltd

legal@heyed.co.uk

128 City Road, London, EC1V 2NX