Terms of Service

1.Definitions and Interpretation

1.1 In these Terms, the following definitions apply:

Agreement

these Terms of Service, together with any Order Form, as amended from time to time.

Authorised Users

those employees, agents, governors, and contractors of the Customer who are authorised by the Customer to use the Service.

Business Day

a day other than a Saturday, Sunday, or public holiday in England and Wales.

Confidential Information

all information (whether written, oral, or in electronic form) disclosed by one party to the other that is marked as confidential or that ought reasonably to be considered confidential, including the Service’s underlying technology, algorithms, pricing, and business strategies.

Customer

the school or educational institution that purchases a Subscription.

Customer Data

all data, content, and information uploaded, entered, or generated by the Customer or its Authorised Users through the Service.

Fees

the subscription fees payable by the Customer as set out in the Order Form or on our website.

Intellectual Property Rights

patents, trade marks, service marks, design rights, copyrights, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing.

Order Form

any order form, online subscription process, or written agreement referencing these Terms.

Service

the Lens School Evaluation software-as-a-service platform, including all updates and modifications thereto.

Subscription

the right to access and use the Service for the Subscription Term upon payment of the applicable Fees.

Subscription Term

the initial subscription period and any Renewal Term.

Supplier, “we”, “us”, “our”

Stratagem Education Ltd, trading as “Lens School Evaluation”, a company registered in England and Wales under company number 13792467, with its registered office at Cae Knovil, Llandenny, Usk, Monmouthshire, NP15 1DL.

Third-Party Services

services provided by third parties that are integrated with or used by the Service, including OpenAI.

2.The Service

2.1 The Service provides self-evaluation tools for primary schools in England and Wales, designed to align with the Ofsted inspection framework. The Service is intended as a management and planning tool only.

2.2 The Service does not guarantee any particular Ofsted inspection outcome, rating, or result. The Customer acknowledges that inspection outcomes depend on numerous factors outside our control.

2.3 We reserve the right to modify, update, or enhance the Service at any time without prior notice, provided that such changes do not materially reduce the core functionality of the Service during an active Subscription Term.

3.Subscriptions and Fees

3.1 All Subscriptions are annual, commencing on the date of activation, and are payable in full in advance.

3.2 Each Subscription covers a single school. A Subscription may not be shared between, transferred to, or used across multiple schools or educational establishments.

3.3 Subscriptions shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”) unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

3.4 We shall notify the Customer at least thirty (30) days before the commencement of each Renewal Term, including any changes to the applicable Fees.

3.5 We reserve the right to increase the Fees for any Renewal Term by providing not less than thirty (30) days’ written notice prior to the commencement of such Renewal Term. If the Customer does not agree to such increase, the Customer’s sole remedy is to provide notice of non-renewal in accordance with clause 3.3.

3.6 All Fees are non-refundable. No refunds, credits, or pro-rata adjustments shall be made for any partial Subscription Term, early termination, or periods of non-use, except where expressly required by applicable law.

3.7 All Fees are exclusive of VAT, which shall be payable by the Customer at the prevailing rate where applicable.

3.8 If any Fees remain unpaid for more than fourteen (14) days after the due date, we may (without prejudice to any other rights): (a) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate; (b) suspend the Customer’s access to the Service until payment is received in full; and (c) recover reasonable costs of collection.

4.Authorised Users and Access

4.1 The Subscription is purchased by or on behalf of a school. Access to the Service may be extended to Authorised Users, including headteachers, senior leaders, teaching staff, governors, and other individuals involved in running or supervising the school.

4.2 The Customer is solely responsible for: (a) determining which individuals are Authorised Users; (b) ensuring that Authorised Users comply with these Terms; (c) managing and securing all login credentials and account access; and (d) all activities conducted under its account, whether or not authorised by the Customer.

4.3 The Customer shall promptly notify us if it becomes aware of any unauthorised use of the Service or any security breach relating to its account.

4.4 We reserve the right to disable any user account at any time if we reasonably believe that the Customer has failed to comply with any of the provisions of these Terms.

5.Acceptable Use

5.1 The Service and all content generated through it are provided exclusively for the Customer’s own internal use in the context of school self-evaluation. The Customer shall not use the Service for any other purpose.

5.2 The Customer shall not, and shall procure that its Authorised Users shall not:

1. redistribute, resell, sublicense, or otherwise make available the Service or any content derived from it to any third party, including other schools, multi-academy trusts (unless separately licensed), or organisations, without our prior written consent;
2. attempt to reverse-engineer, decompile, disassemble, copy, or replicate the evaluation framework, rubrics, high-quality indicators, algorithms, or any other proprietary elements of the Service;
3. use the Service in any way that is unlawful, fraudulent, or harmful, or in connection with any unlawful, fraudulent, or harmful purpose or activity;
4. use automated scripts, bots, or other means to extract data from or interact with the Service, other than through the interfaces we provide;
5. introduce any virus, trojan, worm, or other malicious software to the Service; or
6. use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service.

5.3 Any breach of this clause 5 shall be deemed a material breach of this Agreement.

6.Intellectual Property Rights

6.1 All Intellectual Property Rights in the Service, including the evaluation criteria, high-quality indicators, rubrics, software, documentation, and all underlying technology, are and shall remain the exclusive property of the Supplier (or, where applicable, Ofsted or other third-party licensors). Nothing in this Agreement transfers any ownership of Intellectual Property Rights to the Customer.

6.2 We grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service and its content solely for the Customer’s internal purposes during the Subscription Term, subject to the terms of this Agreement.

6.3 Customer Data entered or generated by the Customer within the Service belongs to the Customer. However, the Customer grants us a non-exclusive, royalty-free, worldwide licence to use, store, process, and display Customer Data solely for the purpose of providing and improving the Service.

6.4 We may use anonymised and aggregated data (as “anonymised” is defined in our Privacy Policy) derived from the Customer’s use of the Service for the purposes of analytics, benchmarking, product improvement, and the development of new features and services. Such data shall not identify the Customer or any individual.

6.5 The Customer warrants that it has all necessary rights, licences, and permissions in respect of any data or content it uploads to or enters into the Service, and that such data does not infringe the rights of any third party.

7.AI-Powered Features

7.1 Certain features of the Service utilise artificial intelligence technology provided by Third-Party Services (including OpenAI) to assist with document processing and generating advisory content.

7.2 All AI-generated advice, suggestions, and content are advisory only and are presented to the Authorised User for review and approval before being saved or committed to any evaluation. AI-generated content does not constitute professional, legal, educational, or regulatory advice.

7.3 The Customer is solely responsible for reviewing, verifying, and approving all AI-generated content before use. We accept no liability for any loss, damage, or adverse outcome arising from the Customer’s reliance on AI-generated content.

7.4 We do not warrant the accuracy, completeness, or suitability of any AI-generated content. AI outputs may contain errors, omissions, or inaccuracies, and we make no representations regarding their fitness for any particular purpose.

7.5 Our use of Third-Party Services is subject to those providers’ own terms, conditions, and policies. We are not liable for any acts, omissions, outages, or changes to services provided by Third-Party Services.

8.Data Protection

8.1 The Service is designed for school leadership self-evaluation purposes. It is not designed to collect, store, or process individual student data, pupil-level information, or special category personal data within the meaning of the UK GDPR.

8.2 To the extent that any personal data is processed through the Service (for example, Authorised User names and email addresses), both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

8.3 Details of how we process personal data are set out in our Privacy Policy. The Customer acknowledges and agrees to the terms of the Privacy Policy.

8.4 The Customer warrants that it shall not upload any personal data relating to identified or identifiable pupils or students to the Service. In the event that the Customer does so in breach of this warranty, the Customer shall indemnify us against all liabilities, costs, expenses, damages, and losses arising from such breach.

9.Confidentiality

9.1 Each party undertakes that it shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without the prior written consent of the disclosing party, except: (a) to its employees, officers, agents, or advisers who need to know such information for the purposes of this Agreement, provided that such persons are bound by obligations of confidentiality no less onerous than this clause; or (b) as required by law, court order, or any governmental or regulatory authority.

9.2 This clause 9 shall survive termination or expiry of this Agreement for a period of three (3) years.

10.Service Availability and Support

10.1 We shall use commercially reasonable endeavours to make the Service available in accordance with these Terms. However, we do not guarantee uninterrupted, continuous, or error-free availability of the Service.

10.2 We may perform scheduled or emergency maintenance, updates, or modifications to the Service that may temporarily affect access. Where reasonably practicable, we shall provide advance notice of scheduled maintenance.

10.3 We shall not be liable for any loss or damage arising from any interruption, suspension, or unavailability of the Service, howsoever caused, including as a result of maintenance, system failures, cyber-attacks, or circumstances beyond our reasonable control.

11.Warranties and Disclaimers

11.1 We warrant that the Service will be provided with reasonable care and skill.

11.2 Save as expressly set out in this Agreement, all warranties, conditions, representations, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.3 Without limiting the generality of clause 11.2, we do not warrant that: (a) the Service will meet the Customer’s specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the evaluation content, rubrics, or Ofsted-aligned materials within the Service are complete, current, or accurate; or (d) use of the Service will result in any particular inspection outcome, rating, or assessment result.

11.4 The Customer acknowledges that the Service is a self-evaluation tool and that inspection outcomes are determined solely by Ofsted (or the relevant inspectorate) in its absolute discretion.

12.Limitation of Liability

12.1 Nothing in this Agreement shall limit or exclude either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.

12.2 Subject to clause 12.1, we shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profits, revenue, business, anticipated savings, or goodwill; (b) any loss of data or corruption of data; (c) any indirect, consequential, special, or incidental loss or damage; or (d) any loss arising from the Customer’s reliance on AI-generated content, evaluation materials, or any other output of the Service.

12.3 Subject to clause 12.1, our total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Customer in the twelve (12) months immediately preceding the date on which the claim arose.

12.4 The Customer acknowledges that the limitations and exclusions set out in this clause 12 are reasonable in the circumstances and have been taken into account in determining the level of the Fees.

13.Indemnification

13.1 The Customer shall indemnify, defend, and hold harmless the Supplier and its officers, directors, employees, and agents from and against all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer’s breach of this Agreement; (b) the Customer’s misuse of the Service or use of the Service in a manner not permitted by this Agreement; (c) any breach of applicable law by the Customer or its Authorised Users; (d) any claim that Customer Data infringes the rights of any third party; or (e) any unauthorised access to or use of the Service caused by the Customer’s failure to secure its account credentials.

14.Termination

14.1 Either party may terminate this Agreement by giving written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, in which case this Agreement shall terminate at the end of that Subscription Term.

14.2 We may terminate this Agreement or suspend the Customer’s access to the Service immediately by written notice if: (a) the Customer commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so; (b) the Customer fails to pay any Fees due within fourteen (14) days of the due date; (c) the Customer becomes insolvent, enters administration, or is subject to any analogous proceeding; or (d) we reasonably determine that continued provision of the Service to the Customer would pose a legal, security, or reputational risk.

14.3 On termination or expiry of this Agreement: (a) the Customer’s right to access and use the Service for normal operations shall immediately cease, save for read-only access to the Customer Data export route described in (d) below; (b) the Customer shall promptly pay all outstanding Fees; (c) each party shall return or destroy all Confidential Information of the other party; and (d) we shall, upon written request made within sixty (60) days of termination, make available for download an export of the Customer Data in a standard machine-readable format. After such sixty (60) day period, we shall have no obligation to retain or provide Customer Data and may delete it without further notice.

14.4 Termination of this Agreement shall not affect the accrued rights, obligations, or liabilities of either party, nor shall it affect the operation of any provisions of this Agreement that are expressly or by implication intended to survive termination.

15.Force Majeure

15.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, fire, flood, pandemic, epidemic, governmental actions, war, terrorism, cyber-attacks, power failures, telecommunications failures, or failures of Third-Party Services (a “Force Majeure Event”).

15.2 If a Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate this Agreement by giving written notice to the other party. No refund of Fees shall be payable in respect of any period during which a Force Majeure Event subsists.

16.Third Party Rights

16.1 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

17.Assignment and Subcontracting

17.1 The Customer shall not assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations under this Agreement without our prior written consent, such consent not to be unreasonably withheld or delayed.

17.2 We may assign, transfer, subcontract, or otherwise deal with our rights and obligations under this Agreement without the Customer’s consent, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.

18.Waiver, Severability, and Entire Agreement

18.1 No failure or delay by us to exercise any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court or competent authority, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

18.3 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between the parties, whether written or oral. The Customer acknowledges that it has not relied on any statement, representation, warranty, or understanding other than as expressly set out in this Agreement.

19.Notices

19.1 Any notice given under this Agreement shall be in writing and sent by email to: (a) in respect of the Supplier, [email protected]; and (b) in respect of the Customer, the email address provided at the time of registration. A notice shall be deemed received at 9:00 am on the next Business Day following the date of sending.

20.Changes to These Terms

20.1 We may update or amend these Terms at any time. We shall notify the Customer of material changes at least thirty (30) days before they take effect. Continued use of the Service after such notice period shall constitute acceptance of the amended Terms.

20.2 If the Customer does not agree to any material changes, the Customer’s sole remedy is to terminate the Subscription in accordance with clause 14.1.

21.Governing Law and Jurisdiction

21.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

22.Contact

If you have questions about these Terms, please contact us at: