Contracting party
The Services are provided by TOPDEVS SOLUTIONS LTD, registered in England and Wales under company number 15016255, with registered office at 20 Wenlock Road, London, England, N1 7GU (“Studioly”, “we”, “us”, “our”).
Definitions
- Account
- an account used to access the Services.
- Authorised User
- a person permitted by a Customer to use the Services, including staff, instructors, coaches, tutors, guardians and students where applicable.
- Customer
- the studio, school, club, academy, organisation or business that purchases, registers for or controls a Studioly workspace.
- Customer Data
- data, content, records, media and information submitted to or generated within the Services by or for a Customer or its Authorised Users.
- Services
- the Studioly website, Studio Portal, mobile applications and related hosted functionality made available under these Terms.
- Subscription
- the Customer’s right to use the paid Services for the applicable subscription period, plan and limits.
Eligibility and authority
If you create or administer an Account for an organisation, you represent that you have authority to bind that organisation to these Terms. The Customer is responsible for deciding who may become an Authorised User and for managing roles and permissions.
Where a Student is a minor, the Customer is responsible for ensuring that any access it provides to that Student is appropriate and lawful, including obtaining any parental/guardian authorisation required by law or the Customer’s own policies.
Accounts and security
- Provide accurate registration/account information and keep it current.
- Keep credentials confidential and do not share personal login credentials except through functionality expressly designed for delegated/role access.
- Use reasonable security measures for devices and accounts.
- Notify Studioly promptly at [email protected] of suspected unauthorised access or compromise.
- The Customer is responsible for activity carried out through its Accounts and Authorised Users except to the extent caused by Studioly’s breach of these Terms or applicable law.
The Services
Studioly currently provides connected tools for areas including Student and Guardian management, Studio Team management, Private/Group/Internal Sessions, scheduling and unavailable periods, Student Progress, attendance and evaluations, Events, Showcases, Media, the Studio Portal and mobile access for relevant roles.
We may improve, update or modify the Services over time. We will not intentionally remove material paid functionality during an active Subscription without reasonable notice where the change would materially reduce the core service purchased, except where required for security, law, third-party dependency changes or to prevent harm.
Trial and subscriptions
Where offered, Studioly may provide a free trial for the period displayed at registration or on the pricing page. Unless expressly stated otherwise at checkout, a trial does not itself create a paid Subscription. Features, capacity or usage may be limited during a trial.
Paid plans, prices, billing intervals, included limits and taxes will be shown in the applicable order form, checkout or pricing page.
Fees, billing and taxes
The Customer must pay applicable Subscription fees and taxes in accordance with the selected plan and billing terms. Payments may be processed by a third-party payment provider. Unless required by law or expressly stated in an order form, fees are non-refundable for periods already supplied.
If payment is overdue or fails, Studioly may apply reminders, a grace period, restrictions or suspension in accordance with the published billing policy/order terms.
Customer responsibilities
- Use the Services lawfully and in accordance with these Terms.
- Ensure it has all rights, notices, permissions and lawful bases needed to submit and use Customer Data.
- Provide appropriate privacy information to Students, Guardians, staff and other data subjects for Customer-controlled processing.
- Configure roles, permissions and access appropriately.
- Maintain its own operational policies, safeguarding responsibilities and professional obligations.
- Ensure Customer Data is accurate where accuracy is necessary for its purposes.
- Make reasonable use of export/backup functionality made available by Studioly where business continuity requires it.
Acceptable use
Users must not:
- Use the Services for unlawful, fraudulent, abusive or harmful purposes.
- Upload content they do not have the right to use or that unlawfully infringes privacy, intellectual property or other rights.
- Attempt to gain unauthorised access to accounts, systems or data.
- Probe, scan or test vulnerabilities except under an authorised security programme.
- Introduce malware, malicious code or intentionally disrupt the Services.
- Circumvent plan limits, security controls or access restrictions.
- Use automated means to scrape or extract the Services in a manner that materially burdens the service or violates law/rights.
- Reverse engineer, decompile or attempt to derive source code except to the limited extent such restriction is prohibited by law.
- Use Studioly to create, train or benchmark a competing product from non-public elements of the Services without written permission.
- Upload illegal or exploitative content involving children or use the Services in a way that endangers children.
Customer Data and ownership
As between Studioly and the Customer, the Customer retains ownership of Customer Data and all intellectual property rights it already holds in that data. The Customer grants Studioly a limited, non-exclusive right to host, copy, transmit, display, process and otherwise use Customer Data only as necessary to provide, secure, support and improve the Services in accordance with these Terms, the Privacy Policy and the applicable Data Processing Agreement.
Studioly will not sell Customer Data. Studioly will not use Customer Data about children for behavioural advertising. Any use of de-identified/aggregated information for service analytics or benchmarking must be designed so it is not personal data and cannot reasonably be used to identify a Customer or individual, and must be confirmed in the final product/legal design.
Data protection
Each party must comply with applicable data-protection law for the personal data it controls. Where Studioly processes personal data on the Customer’s behalf, the parties will be subject to Studioly’s Data Processing Agreement, which will form part of the contract and contain the required processor terms, including instructions, confidentiality, security, sub-processors, rights assistance, breach/DPIA assistance, deletion/return and audit information.
Children’s information and safeguarding
Studioly provides software to organisations that may work with children but does not replace the Customer’s safeguarding obligations. The Customer is responsible for safeguarding policies, staff suitability/checks, supervision, parental permissions, emergency processes, content moderation decisions and compliance with laws and sector rules applicable to its activities.
Media and user content
Customers and Authorised Users may upload photos, videos and other content. The Customer is responsible for ensuring it has appropriate rights and permissions to upload, share and make that content available to the selected audience. Studioly may remove or restrict content where reasonably necessary to comply with law, protect users/security or enforce these Terms.
Studioly intellectual property
Studioly and its licensors own the Services, software, interfaces, designs, trademarks, documentation and other materials provided by Studioly, excluding Customer Data. Subject to these Terms and payment of applicable fees, Studioly grants the Customer a limited, non-exclusive, non-transferable right during the Subscription to permit Authorised Users to access and use the Services for the Customer’s internal business/organisational purposes.
Feedback
If users provide suggestions or feedback, Studioly may use them without restriction or payment, provided this does not grant Studioly ownership of Customer Data or confidential information.
Third-party services and app stores
The Services may interoperate with third-party services or be distributed through app stores. Third-party services are subject to their own terms and privacy practices. Studioly is not responsible for third-party services outside its reasonable control. Additional app-store terms may apply to downloads and purchases.
Availability, maintenance and support
We aim to provide a reliable service but do not guarantee uninterrupted or error-free operation. Planned maintenance, emergency maintenance, internet/network failures, third-party outages and security events may affect availability. Any specific service-level commitment applies only if included in a signed order form or SLA.
Confidentiality
Each party must protect the other’s confidential information using reasonable care and use it only to perform or receive the Services. Confidential information does not include information that is public without breach, independently developed, already lawfully known, or lawfully received from a third party. Disclosure may be made where required by law, where legally permitted after appropriate notice.
Suspension
Studioly may suspend access where reasonably necessary because of a material Terms breach, security threat, unlawful activity, non-payment, risk to other customers/users or legal requirement. Where practical and safe, we will give notice and an opportunity to remedy the issue.
Term and termination
These Terms apply while the Customer or Authorised User uses the Services. A Subscription renews or expires according to the applicable order/checkout terms. Either party may terminate where permitted by the applicable plan/order terms. Either party may terminate for a material breach not remedied within a reasonable stated cure period after notice, or immediately where cure is impossible or law requires.
Data export and deletion after termination
Before termination, Customers should export Customer Data using available export functionality or request an export where included in the service. After termination, Studioly may retain Customer Data for a limited recovery/export period before deletion or anonymisation, subject to backups and legal obligations. The standard post-termination recovery/export window is 30 days. Customer Data is then scheduled for deletion from active systems, with residual backup copies removed through the normal backup cycle within up to 90 additional days, subject to legal holds and mandatory retention obligations. The DPA will govern return/deletion of processor data.
Warranties
Studioly warrants that it will provide the Services with reasonable care and skill. Except as expressly stated and to the maximum extent permitted by law, the Services are provided without other warranties, conditions or representations, whether express or implied. Nothing in these Terms excludes rights or warranties that cannot lawfully be excluded.
Customer indemnity
Subject to applicable law and the final negotiated commercial model, the Customer will be responsible for third-party claims arising from Customer Data or the Customer’s unlawful use of the Services where the claim results from the Customer’s breach of these Terms, infringement of third-party rights or failure to obtain required rights/permissions.
Limitation of liability
Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation and any other liability that applicable law requires to remain unlimited.
Subject to liabilities that cannot lawfully be limited, Studioly’s aggregate liability arising out of or in connection with the Services during any 12-month period will not exceed the fees paid or payable by the Customer to Studioly for the Services during the 12 months immediately preceding the event giving rise to the claim. To the maximum extent permitted by law, neither party will be liable for indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill or opportunity, except to the extent such exclusion is prohibited by law. This liability structure should be confirmed against TOPDEVS SOLUTIONS LTD’s insurance and final commercial model before publication.
Changes to the Services or Terms
We may update these Terms for legal, security, product or operational reasons. We will post the updated Terms and effective date. For material changes affecting an active paid Subscription, we will provide reasonable notice where practicable. If applicable law or the relevant order terms require consent to a change, we will obtain it.
Notices
Operational notices may be provided through the Services or by email to the Customer’s account contact. Formal legal notices should be sent to [email protected] / 20 Wenlock Road, London, England, N1 7GU and, for the Customer, to its registered/account contact unless an order form specifies otherwise.
Assignment
The Customer may not assign the agreement without Studioly’s prior written consent, not to be unreasonably withheld where appropriate. Studioly may assign the agreement in connection with a merger, reorganisation, financing, acquisition or sale of all or substantially all relevant business/assets, subject to applicable law.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due, provided the affected party takes reasonable steps to mitigate the impact.
Entire agreement and order of precedence
These Terms, the applicable order/checkout terms, DPA and documents expressly incorporated by reference form the agreement concerning the Services. If there is a conflict, the signed order form should prevail over these Terms, followed by the DPA for data-processing matters, unless the relevant document expressly states otherwise.
Severability and waiver
If a provision is unenforceable, the remaining provisions continue in effect and the invalid provision will be interpreted or modified only to the extent necessary to make it enforceable where legally permitted. A failure to enforce a provision is not a waiver.
Third-party rights
Except where expressly stated, a person who is not a party to the agreement has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
Governing law and jurisdiction
These Terms and any non-contractual obligations arising from them are governed by the laws of the Province of Ontario and the federal laws of England and Wales applicable in Ontario. Subject to any mandatory rights that apply to an individual user, the courts located in Ontario, England and Wales have exclusive jurisdiction over disputes arising out of or in connection with these Terms.
Contact
TOPDEVS SOLUTIONS LTD- Address
- 20 Wenlock Road, London, England, N1 7GU
- Support
- [email protected]
- Legal notices
- [email protected]
- Company number
- 15016255