These Conditions, together with the Order and the Schedules, govern the supply of the Services by

the Supplier to the Customer. Capitalised terms are defined in clause 1.

1. Definitions and interpretation

1.1 In these Conditions, the following definitions apply:

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common

control with, a party.

Agreement: the agreement between the Supplier and the Customer comprising the Order,

these Conditions and the Schedules.

AI Functionality: has the meaning given in clause 8.1.

Authorised Users: those employees, agents and contractors of the Customer (including

teaching and safeguarding staff) who are authorised by the Customer to access and use the

Services, subject to the agreed user limit set out in the Order.

Behaviour Smart Platform: the software-as-a-service application for the recording, analysis

and management of pupil behaviour incidents and related safeguarding referrals made

available by the Supplier, together with the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks

in London are open for business.

Charges: the subscription fees, and any other charges, payable by the Customer for the

Services, as set out in or calculated under the Order.

Conditions: these standard customer terms and conditions, as amended from time to time in

accordance with clause 19.5.

Confidential Information: all information (whether oral, written or electronic) disclosed by or

on behalf of a party that is marked as confidential or that ought reasonably to be considered

confidential given its nature or the circumstances of disclosure, including the terms of the

Agreement, business and financial information, and the Supplier’s software and know-how.

Customer: the person identified as the customer in the Order, to whom the Supplier provides

the Services.

Customer Data: all data, content and information (including Customer Personal Data and

Pupil Data) inputted by the Customer or Authorised Users, or by the Supplier on the

Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of

the Services.

Customer Personal Data: any Personal Data processed by the Supplier (or a Sub-processor)

on behalf of the Customer in connection with the Services, as more particularly described in

Schedule 2.

Data Protection Legislation: all laws applicable to the processing of Personal Data, including

the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 and the

Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), in each

case as amended or replaced from time to time, and the terms Controller, Processor,

Data Subject, Personal Data, Special Category Data, personal data breach and processing

have the meanings given to them in that legislation.

UK GDPR: the retained version of the General Data Protection Regulation (EU 2016/679) as

it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and as amended

by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit)

Regulations 2019 (SI 2019/419).

Appropriate Safeguards: has the meaning given in the UK GDPR.

Documentation: the user guides, specifications and policies relating to the Services made

available by the Supplier from time to time.

Effective Date: the date on which the Agreement comes into force, being the date of

acceptance of the Order in accordance with clause 2.

Exit Period: has the meaning given in clause 16.2.

Force Majeure Event: has the meaning given in clause 17.1.

Initial Term: the initial subscription term set out in the Order (or, if none is stated, 12 months

from the Effective Date).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade

marks, business names, goodwill, rights in designs, database rights, rights in confidential

information (including know-how) and all other intellectual property rights, in each case

whether registered or unregistered, and all applications for, and renewals or extensions of,

such rights.

Normal Business Hours: 9.00 am to 5.00 pm UK time on a Business Day.

Order: the Supplier’s order form, quotation or online sign-up flow (as applicable) recording the

Services, the user limit, the Charges and the Subscription Term, completed by or on behalf of

the Customer.

Pupil Data: Customer Data relating to pupils or other children, including Special Category

Data and data relating to safeguarding.

Renewal Term: each successive renewal period of the Subscription Term, as described in

clause 15.2.

Services: the provision of access to and use of the Behaviour Smart Platform, the Support

Services, and any other services set out in the Order.

Service Credits: the service credits set out in Schedule 1.

Service Levels: the availability and support service levels set out in Schedule 1.

Sub-processor: any third party engaged by the Supplier to process Customer Personal Data,

as listed in Schedule 3.

Subscription Term: the Initial Term together with any Renewal Terms.

Supplier: Behaviour Smart Ltd, incorporated and registered in England and Wales with

company number 12846336, whose registered office is at 5 Cavendish Road, Sheffield, South

Yorkshire, S11 9BH.

Support Services: the technical support services described in Schedule 1.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

Virus: any thing or device (including any software, code, file or programme) which may

prevent, impair or otherwise adversely affect the operation of any software or hardware,

including worms, trojan horses and other malware.

1.2 Clause and Schedule headings do not affect the interpretation of these Conditions. A reference

to a clause or Schedule is to a clause of, or Schedule to, these Conditions.

1.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted

from time to time and includes all subordinate legislation made under it.

1.4 Any words following the terms including, include, in particular or for example are illustrative

and do not limit the sense of the words preceding them.

1.5 In the event of any conflict, these Conditions prevail over the Order, and the Schedules prevail

over the body of these Conditions in respect of their subject matter, save that Schedule 2 (Data

Processing) prevails over all other terms in respect of the processing of Customer Personal

Data.

2. Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase the Services on these Conditions.

The Agreement comes into force when the Supplier confirms acceptance of the Order in writing

or (if earlier) when the Customer first accesses the Services, at which point the Customer is

treated as having accepted these Conditions.

2.2 These Conditions apply to the Agreement to the exclusion of any other terms that the

Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or

course of dealing.

2.3 Each party warrants that it has authority to enter into the Agreement and, in the case of a

person accepting these Conditions on behalf of the Customer, that they are authorised to bind

the Customer.

3. The Services and licence

3.1 Subject to the Customer paying the Charges and complying with the Agreement, the Supplier

grants the Customer a non-exclusive, non-transferable licence during the Subscription Term

to permit the Authorised Users to access and use the Behaviour Smart Platform and the

Documentation solely for the Customer’s internal educational and safeguarding purposes.

3.2 The Customer may permit Authorised Users to use the Services up to the user limit set out in

the Order, and is responsible for each Authorised User’s compliance with the Agreement.

3.3 The Customer shall not, and shall procure that the Authorised Users shall not, except as

permitted by the Agreement or applicable law: (a) sub-license, sell, rent or otherwise make the

Services available to any third party; (b) copy, modify, adapt or create derivative works of the

Behaviour Smart Platform; (c) attempt to decompile, reverse-engineer or discover the source

code of the Behaviour Smart Platform; or (d) introduce any Virus or use the Services to store

or transmit any unlawful or infringing material.

3.4 The Supplier may update or modify the Behaviour Smart Platform from time to time provided

that the updates do not materially degrade the Services during the then-current Subscription

Term.

3.5 Free trial. Where the Order provides for a free trial, the Supplier shall make the Services (or

the part of them specified in the Order) available to the Customer on a trial basis for the period and

on the terms set out in the Order. Free trials are provided on an “as is” basis; the Service

Levels and Service Credits do not apply during a free trial; and, unless the Customer enters

into a paid Subscription, the Supplier may suspend or withdraw the free trial, and delete any

Customer Data inputted during it, at the end of the trial period.

4. Service levels and support

4.1 The Supplier shall use commercially reasonable endeavours to make the Behaviour Smart

Platform available in accordance with the availability Service Level set out in Schedule 1,

except for planned maintenance (of which the Supplier shall give reasonable notice) and

unplanned emergency maintenance.

4.2 The Supplier shall provide the Support Services in accordance with the support Service Levels

set out in Schedule 1.

4.3 If the Supplier fails to meet the availability Service Level in any calendar month, the Customer

shall be entitled to the Service Credits set out in Schedule 1. The Service Credits are the

Customer’s sole financial remedy for the Supplier’s failure to meet the availability Service

Level, save that nothing in this clause limits the Customer’s right to terminate under clause

15.3 for material breach.

5. Customer obligations

5.1 The Customer shall: (a) provide the Supplier with timely access to such information and co-

operation as the Supplier reasonably requires to provide the Services; (b) ensure that the

Authorised Users use the Services in accordance with the Agreement and the Documentation,

and remain responsible for any breach by an Authorised User; (c) keep all access credentials

secure and notify the Supplier promptly of any unauthorised access; and (d) be solely

responsible for the accuracy, quality and legality of the Customer Data and the means by

which it was obtained.

5.2 The Customer shall comply with all applicable laws in its use of the Services and shall not use

the Services in any way that is unlawful or that brings, or is likely to bring, the Supplier into

disrepute.

6. Charges and payment

6.1 The Customer shall pay the Charges set out in or calculated under the Order. Unless the Order

states otherwise, the Charges are payable annually in advance.

6.2 All amounts are exclusive of VAT, which the Customer shall pay at the applicable rate against

a valid VAT invoice.

6.3 The Customer shall pay each invoice within 14 days of the date of the invoice. The Customer

shall pay all amounts in full without set-off, counterclaim, deduction or withholding (except as

required by law).

6.4 If any sum is not paid by its due date, the Supplier may charge interest on the overdue amount

at 4% per annum above the base rate of the Bank of England from time to time, accruing daily,

and may, on not less than 14 days’ notice, suspend the Services until payment is made in full.

6.5 The Supplier may increase the Charges with effect from each Renewal Term on not less than

30 days’ written notice.

7. Data protection

7.1 Each party shall comply with the Data Protection Legislation. This clause 7 and Schedule 2

are in addition to, and do not relieve, remove or replace, a party’s obligations or rights under

the Data Protection Legislation

7.2 The parties acknowledge that, for the purposes of the Data Protection Legislation, the

Customer is the Controller and the Supplier is the Processor in respect of Customer Personal

Data. Schedule 2 sets out the scope, nature and purpose of the processing, the duration of

the processing, and the types of Personal Data and categories of Data Subject.

7.3 Where the Customer activates an IT integration between the Supplier’s system and any

system provided by another Processor, this will constitute an instruction by the Customer for

the Provider to share customer data with the other Processor.

7.4 The Supplier shall, in relation to Customer Personal Data:

(a) process it only on the documented instructions of the Customer (including with regard to

transfers), unless required to do otherwise by law, in which case it shall inform the Customer

of that legal requirement before processing, unless the law prohibits it from doing so;

(b) ensure that persons authorised to process it are subject to an appropriate duty of

confidence;

(c) ensure appropriate technical and organisational measures are implemented as required by

Article 32 of the UK GDPR (security of processing), having particular regard to the fact that

the Customer Personal Data includes Pupil Data and Special Category Data;

(d) respect the conditions in clause 7.5 for engaging another Processor;

(e) assist the Customer, by appropriate technical and organisational measures and at the

Customer’s cost, in responding to requests from Data Subjects exercising their rights;

(f) assist the Customer in ensuring compliance with its obligations relating to the security of

processing, personal data breaches, data protection impact assessments and prior

consultation (Articles 32 to 36 of the UK GDPR);

(g) notify the Customer without undue delay on becoming aware of a personal data breach;

and

(h) at the Customer’s choice, delete or return all Customer Personal Data to the Customer on

termination, and delete existing copies unless required by law to store it. The Customer

consents to the Supplier retaining and using anonymised data, which is derived from the

Services, provided that the data has been irreversibly anonymised and cannot be used to

identify the Customer nor any Data Subject. Such anonymised data shall not be regarded as

Personal Data and may be used by the Supplier for reporting and service improvement

purposes.

7.5 The Customer consents to the Supplier appointing the Sub-processors listed in Schedule 3.

The Supplier shall give the Customer not less than 30 days’ prior notice of any intended

addition or replacement of a Sub-processor, during which the Customer may object on

reasonable data-protection grounds. In the event that the Customer objects to the appointment

of a new Sub-processor, the Parties shall approach such concerns in good faith with a view to

achieving resolution. If the Parties are not able to achieve resolution, then the Customer may

terminate the Agreement.

7.6 The Supplier shall impose data-protection obligations on each Sub-processor that are no less

protective than those in this clause 7, and remains liable for the acts and omissions of its Sub-

processors.

7.7 The Supplier shall only transfer Personal Data outside of the UK and EU if it has implemented

Appropriate Safeguards to ensure the protection of the Personal Data in the destination

territory, in accordance with the Data Protection Legislation.

7.8 The Supplier shall make available to the Customer all information reasonably necessary to

demonstrate compliance with this clause 7, and shall allow for and contribute to audits,

including inspections, conducted by the Customer or an auditor mandated by the Customer,

in each case on reasonable prior notice, no more than once in any 12-month period (unless

required following a personal data breach or by a supervisory authority) and subject to

appropriate confidentiality undertakings.

7.9 The Supplier shall immediately inform the Customer if, in its opinion, an instruction given by

the Customer in relation to the processing of Customer Personal Data infringes the Data

Protection Legislation.

7.10 The Customer warrants that it has, and shall maintain throughout the Subscription Term, a

lawful basis for the processing of the Customer Personal Data through the Services and, in

respect of any Special Category Data and Pupil Data, a condition under Article 9 of the UK

GDPR and any safeguards required by the Data Protection Legislation, and that it has provided

all privacy information required to be given to Data Subjects.

8. Artificial intelligence

8.1 Where the Behaviour Smart Platform uses artificial intelligence or machine-learning

functionality (AI Functionality), the Supplier shall:

(a) make available to the Customer information reasonably necessary to understand the

nature, purpose and logic of the AI Functionality and its role in the Services;

(b) monitor the AI Functionality to ensure it remains fit for purpose; and

(c) provide the Customer with the information reasonably necessary to enable the Customer

to be transparent with its staff, pupils and parents about the use of the AI Functionality and to

carry out any data protection impact assessment required in connection with it.

8.2 The Supplier shall not use the Customer Data (including Pupil Data) to train, fine-tune or

improve any artificial-intelligence model except for the Customer’s own benefit within the

Services and on the Customer’s documented instructions.

8.3 The AI Functionality shall not be used to make a decision based solely on automated

processing that produces a legal effect concerning, or similarly significantly affects, a Data

Subject (a significant decision within the meaning of Articles 22A to 22D of the UK GDPR)

unless:

(a) the Customer has confirmed that an appropriate lawful basis and, in respect of Special

Category Data and Pupil Data, a condition under Article 9 of the UK GDPR applies;

(b) the safeguards required by Articles 22A to 22D of the UK GDPR (including providing the

Data Subject with information about the decision and enabling the Data Subject to make

representations, to obtain human intervention and to contest the decision) are implemented;

and (c) the Customer has agreed in writing. The parties acknowledge that, where the decision

involves Special Category Data or Pupil Data, the stricter requirements of the UK GDPR apply.

8.4 Outputs generated by the AI Functionality may contain inaccuracies and are provided to

support, and not to replace, professional judgement. The Customer is responsible for

reviewing AI-assisted outputs before relying on them, in particular in relation to behaviour and

safeguarding decisions.

9. Safeguarding

9.1 The parties acknowledge that the Customer, as a provider of education or children’s services,

retains responsibility for safeguarding and promoting the welfare of children, and for

compliance with its statutory safeguarding duties (including, where applicable, Keeping

Children Safe in Education). Nothing in the Agreement transfers any such responsibility to the

Supplier.

9.2 The Behaviour Smart Platform is a tool to support the Customer’s recording and management

of behaviour and safeguarding information, and does not constitute safeguarding, social-work,

clinical or legal advice. The Customer remains responsible for any decision or action taken in

reliance on the Services and for making safeguarding referrals to the relevant authorities.

9.3 The Supplier shall: (a) provide the Services with reasonable care and skill and in a manner

that supports the Customer’s safeguarding obligations; and (b) maintain appropriate

safeguarding-related security and access controls in respect of Pupil Data.

10. Confidentiality

10.1 Each party (the receiving party) shall keep confidential the Confidential Information of the other

(the disclosing party), and shall not use it except for the purpose of performing or receiving the

Services or otherwise exercising its rights under the Agreement.

10.2 The receiving party may disclose Confidential Information: (a) to its employees, officers,

professional advisers and (in the Supplier’s case) Sub-processors who need to know it for

those purposes and who are bound by obligations of confidence; and (b) to the extent required

by law, by any governmental or regulatory authority, or by any court of competent jurisdiction.

10.3 This clause 10 does not apply to information which is or becomes publicly available other than

through breach of the Agreement, was lawfully in the receiving party’s possession before

disclosure, or is independently developed by the receiving party.

10.4 This clause 10 survives termination of the Agreement.

11. Intellectual property

11.1 The Customer acknowledges that all Intellectual Property Rights in the Behaviour Smart

Platform, the Documentation and the Services belong to the Supplier or its licensors, and that

the Customer has no rights in or to them except as expressly granted under the Agreement.

11.2 As between the parties, the Customer owns all Intellectual Property Rights in the Customer

Data. The Customer grants the Supplier a non-exclusive licence to use the Customer Data to

the extent necessary to provide the Services and to comply with its obligations under the

Agreement.

11.3 The Customer may provide suggestions or feedback about the Services. The Customer grants

the Supplier a perpetual, irrevocable, royalty-free licence to use such feedback to improve the Services, provided that the Supplier does not identify the Customer and does not use any

Customer Data in doing so.

12. Warranties

12.1 The Supplier warrants that it shall provide the Services with reasonable care and skill and

substantially in accordance with the Documentation.

12.2 Except as expressly stated in the Agreement, all warranties, conditions and terms, whether

express or implied by statute, common law or otherwise, are excluded to the fullest extent

permitted by law. The Customer acknowledges that the Services are provided on the basis

that the Customer is responsible for verifying that they meet its requirements, and the Supplier

does not warrant that the Customer’s use of the Services will be uninterrupted or error-free.

13. Limitation of liability

13.1 Nothing in the Agreement limits or excludes either party’s liability for: (a) death or personal

injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any matter for which

it would be unlawful to exclude or limit liability; or (d) in the Customer’s case, the Charges due

under the Agreement.

13.2 Subject to clause 13.1, neither party shall be liable to the other, whether in contract, tort

(including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, sales,

business or revenue; (b) loss of anticipated savings; (c) loss of business opportunity, goodwill

or reputation; or (d) indirect or consequential loss.

13.3 Subject to clauses 13.1 and 13.2, each party’s total aggregate liability arising under or in

connection with the Agreement in any 12-month period shall not exceed an amount equal to

100% of the total Charges paid or payable by the Customer in that 12-month period.

13.4 The Service Credits are the Customer’s sole financial remedy for any failure to meet the

availability Service Level, as provided in clause 4.3.

13.5 This clause 13 survives termination of the Agreement.

14. Insurance

14.1 During the Subscription Term, the Supplier shall maintain with reputable insurers professional

indemnity insurance, cyber-liability insurance and public liability insurance.

14.2 The Supplier shall, on the Customer’s reasonable written request (not more than once a year),

provide evidence that the insurance required by clause 14.1 is being maintained.

15. Term and termination

15.1 The Agreement commences on the Effective Date and, unless terminated earlier in

accordance with its terms, continues for the Initial Term and thereafter for successive Renewal

Terms.

15.2 At the end of the Initial Term and each Renewal Term, the Subscription Term shall renew

automatically for a further period equal to the Initial Term, unless either party gives the other

not less than 60 days’ written notice of non-renewal before the end of the then-current term.

15.3 Either party may terminate the Agreement immediately by written notice if the other party: (a)

commits a material breach which is irremediable or (if remediable) which it fails to remedy

within 30 days of being notified in writing to do so; or (b) becomes insolvent, is unable to pay

its debts as they fall due, or has an administrator, receiver or liquidator appointed.

15.4 The Supplier may suspend the Services in accordance with clause 6.4 (non-payment) or where

required to do so to comply with law or to prevent a security risk, giving the Customer as much

notice as is reasonably practicable.

16. Consequences of termination and exit

16.1 On expiry or termination of the Agreement, all licences granted under the Agreement terminate

and the Customer shall cease to use the Services.

16.2 For a period of 30 days following expiry or termination (the Exit Period), the Supplier shall, at

the Customer’s written request, make the Customer Data available to the Customer for export

in a commonly-used machine-readable format, and shall provide reasonable transition

assistance at the Supplier’s then-current rates.

16.3 After the Exit Period, the Supplier shall securely delete the Customer Data (and procure that

its Sub-processors do likewise), save to the extent required to be retained by law, and shall

on request certify such deletion.

16.4 Termination or expiry of the Agreement does not affect any rights, remedies, obligations or

liabilities that have accrued up to the date of termination or expiry.

17. Force majeure

17.1 A Force Majeure Event means any event beyond a party’s reasonable control, including acts

of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or

telecommunications networks, and failure of third-party hosting or internet infrastructure (but

excluding any inability to pay).

17.2 A party is not in breach of the Agreement, nor liable for any delay in performing or failure to

perform its obligations (other than payment obligations), to the extent that the delay or failure

results from a Force Majeure Event, provided that it notifies the other party and uses

reasonable endeavours to mitigate the effect of the event.

17.3 If a Force Majeure Event prevents the Supplier from providing the Services for a continuous

period of more than 30 days, the Customer may terminate the Agreement on written notice

and the Supplier shall refund any Charges paid in advance for Services not provided.

18. Notices

18.1 Any notice given under the Agreement shall be in writing and sent to the relevant party at the

address set out in the Order (or as otherwise notified) and may be delivered by hand, by pre-

paid first-class post, or by email to the address notified for that purpose.

18.2 A notice is deemed received: (a) if delivered by hand, at the time it is left at the address; (b) if

sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; and (c)

if sent by email, at the time of transmission, or, if outside Normal Business Hours, when

business next resumes.

18.3 This clause does not apply to the service of proceedings or other documents in any legal

action.

19. General

19.1 Assignment. The Customer shall not assign, transfer or otherwise deal with any of its rights or

obligations under the Agreement without the Supplier’s prior written consent. The Supplier may assign

or transfer its rights and obligations to an Affiliate or to a successor in connection

with a reorganisation or sale of its business.

19.2 Sub-contracting. The Supplier may sub-contract the performance of any of its obligations but

remains responsible for the acts and omissions of its sub-contractors.

19.3 Non-solicitation. During the Subscription Term and for six months after, neither party shall

knowingly solicit for employment any individual employed by the other and engaged in the

provision or receipt of the Services, save that this does not prevent the engagement of a

person responding to a general advertisement.

19.4 Entire agreement. The Agreement constitutes the entire agreement between the parties and

supersedes all prior arrangements relating to its subject matter. Neither party relies on any

statement not set out in the Agreement, save that nothing limits liability for fraud.

19.5 Changes to these Conditions. The Supplier may amend these Conditions and the Schedules

from time to time on not less than 60 days’ written notice to the Customer, the amendment

taking effect at the end of that notice period, save that the Supplier may make an amendment

on shorter notice where it is required to comply with applicable law or regulation, or is

reasonably required for security or operational reasons and does not materially reduce the

Services or the Customer’s rights. If an amendment would have a material adverse effect on

the Customer, the Customer may, by written notice given before the amendment takes effect,

terminate the Agreement with effect from the date the amendment would otherwise take effect

and without further charge. The version of these Conditions in force from time to time is

identified in or referenced by the Order, and the Supplier shall make the current version

available to the Customer on request. Any other variation of the Agreement is only effective if

agreed in writing by both parties.

19.6 Waiver and rights. No failure or delay in exercising any right is a waiver of it, and the rights

and remedies under the Agreement are in addition to, and not exclusive of, those provided by

law.

19.7 Severance. If any provision is or becomes invalid or unenforceable, it shall be deemed

modified to the minimum extent necessary, or (if not possible) deleted, without affecting the

validity of the remaining provisions.

19.8 Third party rights. A person who is not a party to the Agreement has no rights under the

Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

19.9 Governing law and jurisdiction. The Agreement, and any dispute or claim (including non-

contractual disputes or claims) arising out of or in connection with it, is governed by the law of

England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England

and Wales.