Terms of Service.

1. Definitions

In these Terms:

• “We”, “us”, “our” means Edatech, a business operating from England.
• “You”, “Customer”, “your organisation” means the individual or legal entity who accepts these Terms.
• “Software” means any application, browser-based tool, script, model, or related material we make available to you.
• “Services” means any consulting, analysis, development, integration, or other professional work we agree to perform.
• “Account” means the school account credential through which we make the Software available to you, signed in on one device at a time.
• “Order” means any purchase, subscription, or written instruction placed by you.
• “Fees” means the amounts payable by you to us under an Order.

2. Acceptance and authority

By accepting these Terms, you represent and warrant that:

• you are at least 18 years old and have legal capacity to enter into a binding contract;
• if you are accepting on behalf of an organisation (such as a school, multi-academy trust, or local authority), you have full authority to bind that organisation;
• all information you provide to us is accurate, complete, and current.

These Terms, together with any applicable Order, Statement of Work, or written agreement signed by us, form the entire contract between you and us and supersede any prior representations, communications, or agreements.

3. Licence grant

Subject to your continuing compliance with these Terms and full payment of all Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software through one (1) school Account, signed in on one device at a time, for the duration of the licence term (typically one year from purchase), solely for your own internal business purposes within the organisation that purchased the licence.

The Software is licensed, not sold. All rights not expressly granted to you are reserved by us.

4. Licence restrictions

You must not, and must not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Software;
• reverse-engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, or trade secrets of the Software, except to the limited extent expressly permitted by applicable law;
• resell, redistribute, sublicense, lease, rent, lend, transfer, or otherwise make the Software, your Account, or your account credentials available to any third party, including any other school, trust, group, or related entity;
• share, publish, or disclose your Account credentials outside the licensed organisation;
• remove, alter, or obscure any copyright, trademark, or proprietary notice;
• use the Software in any way that infringes the rights of any third party or violates any applicable law, regulation, or industry standard;
• use the Software to provide a service, consultancy, or output to any party other than the licensed organisation;
• use any automated means to access, scrape, or interact with our website or systems;
• circumvent, disable, or interfere with any security, licensing, telemetry, or update mechanism in the Software.

Any breach of this section is a material breach entitling us to terminate your licence and any related agreements immediately and without refund, and to pursue all available legal and equitable remedies, including injunctive relief and damages.

5. Intellectual property

All intellectual property rights in and to the Software, our website, our brand, our consulting deliverables, our methods, templates, source code, models, documentation, and all related material (collectively, the “Materials”) are and shall remain the exclusive property of Edatech or our licensors.

Nothing in these Terms transfers any ownership rights to you. You receive only the limited rights expressly granted in section 3.

If you provide us with any feedback, suggestions, ideas, or improvement requests, you hereby assign all rights, title, and interest in such feedback to us, free of charge, on a perpetual, worldwide, royalty-free basis, and we may use it without restriction or attribution.

6. Pricing, payment, and renewal

• We are not currently VAT-registered, so no VAT is added to the prices displayed on our website. We reserve the right to change prices at any time; the price applicable to your Order is the price displayed at the time you place the Order.
• Payment is due in full at the time of purchase, processed securely through Stripe or, for invoiced customers, within 30 days of invoice date.
• We do not store payment card details. Card processing is handled by Stripe under their own terms.
• Late or unpaid invoices accrue interest at 4% above the Bank of England base rate, accruing daily until paid, in line with the Late Payment of Commercial Debts (Interest) Act 1998.
• All Fees are non-refundable. All sales are final. You expressly waive any cooling-off period to the extent permitted by law, since digital content is supplied immediately upon activation.
• Annual licences do not automatically renew. Access to the Software ends at the end of the licence year; to continue using it you must place a new Order. We may, but are not obliged to, offer renewal pricing.
• If your Order is placed by an employee or representative of an organisation, that organisation is jointly and severally liable for all Fees.

7. Accounts and security

You are responsible for maintaining the confidentiality of your account credentials, and for all activity that occurs under your account. You must notify us promptly at edalytica@gmail.com of any unauthorised use.

We may suspend or terminate your account at any time, with or without notice, if we reasonably believe you have breached these Terms, that your use may cause harm to us or any third party, or that legal or regulatory action requires us to do so.

8. Updates, support, and changes

We may, at our sole discretion, release updates, patches, or new versions of the Software during your licence term. We are not obliged to provide any specific update or feature, and we may discontinue any product, feature, or service at any time.

Support is provided on a reasonable-efforts basis by email at edalytica@gmail.com during UK business hours. We do not guarantee any specific response time, uptime, or resolution unless agreed in a separate written service-level agreement.

9. Consulting and bespoke services

Where we agree to perform Services for you, a separate Statement of Work or written quote will set out the scope, deliverables, timeline, and fees. These Terms apply in full to such engagements to the extent they are not expressly varied by the Statement of Work.

Unless otherwise agreed in writing, all intellectual property created in the course of Services (including code, models, reports, dashboards, and methodologies) remains our exclusive property. We grant you a non-exclusive licence to use the agreed deliverables for your internal business purposes only.

Change requests outside the agreed scope will be quoted separately and require written approval before work commences. Estimated timelines are non-binding indications. We are not liable for delays caused by your failure to provide required information, data, decisions, or approvals in a timely manner.

10. Data protection

Our Software runs locally on your devices. Pupil and operational data processed using the Software does not leave your environment and is not transmitted to or stored by us. Accordingly, for the purpose of UK GDPR, you remain the sole data controller of such data, and we are not a data processor in respect of it.

For account and billing information, our processing is described in our Privacy Policy.

Where Services require us to process personal data on your behalf, the parties will enter into a separate data processing agreement. You warrant that you have all necessary rights, consents, and lawful bases to share any data with us.

11. Warranty disclaimer

To the maximum extent permitted by applicable law, the Software and Services are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, whether express, implied, statutory, or otherwise, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or continuous availability.

We do not warrant that the Software will be error-free, uninterrupted, free of harmful components, or that defects will be corrected. You are solely responsible for verifying the accuracy and fitness for purpose of any output before relying on it.

12. Limitation of liability

To the maximum extent permitted by law:

• We shall not be liable for any loss of profits, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of data, loss of goodwill, loss of reputation, or any indirect, special, consequential, punitive, or exemplary damages, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable or if we have been advised of the possibility of such loss.
• Our total aggregate liability to you, in respect of all claims arising out of or in connection with these Terms or any Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.
• Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, such as liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability the exclusion of which is prohibited by applicable law.

You acknowledge that the Fees reflect this allocation of risk and that you have had the opportunity to obtain independent insurance against any losses that exceed these limits.

13. Indemnity

You shall indemnify, defend, and hold harmless Edatech, its officers, employees, contractors, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use or misuse of the Software or Services; (b) your breach of these Terms; (c) your violation of any law or third-party right; (d) any data, content, or instructions you provide to us; or (e) any reliance by you or a third party on output produced by the Software or Services.

14. Termination and suspension

We may terminate or suspend your licence, account, or any Order, immediately and without notice or refund, if:

• you breach any material term of these Terms, including the licence restrictions in section 4;
• you fail to pay any Fees when due;
• you become insolvent, enter administration, or cease to trade;
• continued provision would breach applicable law or expose us to legal or reputational risk.

On termination, you must immediately cease all use of the Software and destroy all copies in your possession. Sections relating to intellectual property, payment, warranty disclaimer, limitation of liability, indemnity, and governing law survive termination.

You may stop using the Software at any time, but no refund will be issued for any unused portion of your licence.

15. Force majeure

We shall not be liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, pandemics, epidemics, government action, strikes, power or internet failures, third-party service outages (including Stripe, hosting providers, or authentication providers), or cyber-attacks.

16. Changes to these Terms

We may update these Terms from time to time. The current version will always be available at this URL. Material changes will be notified by email to your account address or by a notice on our website. Your continued use of the Software or Services after the effective date of any change constitutes acceptance of the revised Terms. If you do not accept the revised Terms, your sole remedy is to stop using the Software.

17. Assignment

We may assign, transfer, or subcontract any of our rights or obligations under these Terms, in whole or in part, without your consent, including as part of a sale, merger, or reorganisation. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

18. General

• Entire agreement. These Terms (together with any Order or Statement of Work) constitute the entire agreement between the parties and supersede all prior agreements, representations, or communications.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
• Notices. Notices to us must be sent to edalytica@gmail.com. Notices to you may be sent to the email address associated with your account.
• Marketing reference. You agree we may identify your organisation as a customer (using only your name and logo) in our marketing materials, unless you opt out by writing to edalytica@gmail.com.

19. Governing law and jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales.

The parties agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.