These Terms of Service ("Terms") govern the custom software development, and the optional hosting and support, that Hylen Technologies ("we", "us") provides to a school, college, university or other educational institution (the "Institution") under Hylen Education. By signing a proposal, paying an invoice or using the services, the Institution agrees to these Terms. If you are accepting on behalf of an Institution, you confirm you are authorised to bind it.
1. Definitions
- Institution / Customer.
- the organisation that contracts with us for the services.
- Services.
- the custom development, Hosted Services and support we provide to the Institution under a proposal.
- Delivered Software.
- the software built for and delivered to the Institution under an accepted proposal, including its source code.
- Hylen Materials.
- our pre-existing tools, libraries and know-how, including anything we develop independently of the Institution’s project.
- Hosted Services.
- where the Institution asks us to host and operate the Delivered Software, the infrastructure and operations we provide for that purpose.
- User.
- a person the Institution authorises to use the Delivered Software (e.g. staff, and where applicable parents or students).
- Customer Data.
- data the Institution and its Users put into the Delivered Software or the Hosted Services.
2. The services
We provide project-scoped custom software development under a written proposal that sets out what we will build and deliver. The Institution may also choose Hosted Services and support, each described in the proposal or in a separate written agreement. Work outside the agreed scope is only carried out once both parties have agreed it in writing.
3. Accounts, domains & email
The Delivered Software runs on the Institution’s own domain and email. We never place the Institution under an address that we own. The Institution is responsible for its Users, for keeping login credentials secure, and for the activity that happens under its accounts. Tell us promptly if you suspect unauthorised access.
4. Quotes, fees & invoicing
Each build is quoted in writing. Fees are as set out in the accepted proposal and in our invoices, and are due on the schedule stated there. We do not charge usage-based fees (such as per-user charges) unless agreed in writing.
Unless your proposal says otherwise, fees are non-refundable for work already performed. Changes to scope or fees take effect only when agreed in writing, and do not affect work you have already paid for.
5. Acceptable use
Use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms. You agree not to misuse the Services or help anyone else do so.
6. Customer data & ownership
As between you and us, the Institution owns its Customer Data. Where we host or support the Delivered Software, you grant us the limited rights needed to host and process that data to provide the Services, as described in our Privacy Policy.
Upon payment of the fees for it, the Institution owns the delivered software, including its source code, for its own use and subject to this section 6 and section 7. Until those fees are paid, we retain ownership and the Institution may use the Delivered Software only as we permit in writing.
The Institution may use, copy (for backup and deployment), modify, extend, host (with us or on its own infrastructure) and maintain the Delivered Software for its own operations, and may engage contractors to do so on its behalf, provided they are bound by confidentiality obligations. The Institution may not sell, resell, license, sublicense, distribute, publish, share or otherwise make the Delivered Software, or the Hylen Materials incorporated in it, in whole or in substantial part, available to any other institution or third party, or offer it as a product or service to others, without our prior written consent.
The Institution can export its Customer Data at any time. You are responsible for having the right to collect and process the data you put into the Delivered Software, and for its accuracy.
7. Hylen Materials
We retain all rights in the Hylen Materials. To the extent Hylen Materials are included in the Delivered Software, we grant the Institution a perpetual, irrevocable, royalty-free licence to use them as part of the Delivered Software, including to run, modify and maintain it. This licence does not allow the Institution to extract and distribute the Hylen Materials on their own. The licence is for the Institution’s own use and may not be transferred except together with the Institution’s business, for example in a merger.
8. Self-hosted deployments
Where the Institution runs the Delivered Software on its own infrastructure (a self-hosted deployment), the Institution is responsible for that infrastructure, including its security, backups and availability. Our obligations are limited to the installation, handover and support agreed in the proposal.
9. Confidentiality
Each party may receive confidential information from the other. Each agrees to protect the other’s confidential information and use it only to perform under these Terms. This does not apply to information that is public through no fault of the receiver, or that must be disclosed by law.
10. Warranties & disclaimers
We provide the Services with reasonable skill and care. Except as expressly stated, the Services and the Delivered Software are provided "as is" and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Delivered Software will be uninterrupted or error-free.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or data, arising from these Terms. Our total liability for any claim is limited to the fees the Institution paid us for the Services in the 12 months before the claim. Nothing in these Terms limits liability that cannot be limited by law.
12. Term, termination & handover
These Terms apply for as long as we provide Services to the Institution. Either party may terminate as set out in the proposal, or for material breach that is not cured within a reasonable notice period.
On termination, we deliver the latest source code of the Delivered Software and a full export of Customer Data, and, if the Institution requests it, help transition hosting to the Institution or another provider. Where we hosted the Delivered Software, we then return or delete Customer Data as described in our Privacy Policy.
13. Governing law & disputes
These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The parties will try in good faith to resolve any dispute informally first; unresolved disputes are subject to the exclusive jurisdiction of the courts located in that state, unless your order specifies an alternative dispute-resolution process.
14. Changes to these terms
We may update these Terms from time to time. We will post the updated version here with a new "last updated" date and, for material changes, give reasonable notice. Continued use after changes take effect means you accept them.
15. Notices & contact
Send notices and questions about these Terms to [email protected], or Hylen Technologies, 30 N Gould St, Ste R, Sheridan, WY 82801, USA.