This Master Subscription Agreement (after this referred to as the “MSA”) consists of the Main Agreement Terms (“MAT”), the Data Processing Agreement (after this referred to as the “DPA”) and Terms of Service (after this referred to as the “TOS”).
These Terms of Service (“Terms”) govern your access to and use of the software and services provided by Ten Points Education Limited (“Ten Points”, “we”, “us”, or “our”). By creating an account, placing an order, or using our platform, you agree to these Terms.
If you are accepting these Terms on behalf of an organisation (such as a school or trust), you confirm that you have authority to bind that organisation.
These Terms apply unless superseded by a separate signed contract, order form, or proposal executed by both parties. Where there is a conflict between these Terms and any such document, the signed document prevails to the extent of the conflict.
1. Who We Are
Ten Points Education Limited is a company registered in England and Wales (company number 15487397), with its registered office at 82a James Carter Road, Mildenhall, Suffolk, IP28 7DE.
We provide a cloud-based platform designed to support behaviour management, student wellbeing, and educational analytics in schools (“the Platform”).
Contact us at: [email protected]
2. Your Account
2.1 Eligibility
You must be at least 18 years old and have the legal capacity to enter into a binding agreement. If subscribing on behalf of a school or organisation, you must have authority to do so.
2.2 Account Responsibility
You are responsible for keeping your login credentials secure and for all activity that occurs under your account. Please notify us promptly at [email protected] if you suspect any unauthorised access.
2.3 Accurate Information
You agree to provide accurate and up-to-date information when creating your account and to keep it current.
3. Licence Grant
3.1 Grant of Rights
Subject to your compliance with these Terms and payment of all applicable fees, Ten Points grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform during your subscription term, solely for your internal educational purposes and within the scope of your subscription plan.
3.2 Reservation of Rights
All rights not expressly granted under these Terms are reserved by Ten Points. No ownership rights in the Platform are transferred to you at any time.
3.3 Subscription Limits
Your licence is subject to the user, school, or seat limits applicable to your chosen plan. Use beyond those limits is not permitted without upgrading your subscription.
4. Free Trials
4.1 Trial Access
We may offer access to the Platform on a free trial basis for a specified period (“Trial Period”). Trial access is provided at our sole discretion and may be withdrawn at any time.
4.2 Scope of Trial
During the Trial Period, these Terms apply in full. Trial access is limited to the features and number of users specified at sign-up and is intended solely for the purpose of evaluating the Platform.
4.3 Payment Method and Conversion
A valid payment method is required to begin a free trial. Your payment details are collected securely via Stripe at the point of sign-up. If you do not cancel before the end of the Trial Period, your subscription will automatically begin and your payment method will be charged at the applicable plan rate.
We will notify you by email before your trial ends, including the date on which billing will commence and how to cancel if you do not wish to continue.
To avoid being charged, you must cancel your trial before it expires, either via the Platform or by contacting us at [email protected].
4.4 No Refunds on Trials
Free trials carry no charge and therefore no refund entitlement. If your trial converts to a paid subscription, the standard cooling-off rights in Section 6 apply from the date your paid subscription begins.
4.5 Restrictions
Trial accounts may not be used to export bulk data, test integrations in a live school environment, or circumvent paid subscription limits by repeatedly creating new trial accounts.
5. Subscriptions, Term and Renewal
5.1 Plans
We offer monthly and annual subscription plans. Details of what is included in each plan are set out at checkout or on our website.
5.2 Subscription Term and Automatic Renewal
Monthly plans run for one calendar month from the date of purchase and automatically renew for successive monthly periods until cancelled.
Annual plans run for twelve months from the date of purchase and automatically renew for successive twelve-month periods until cancelled.
You must cancel before the end of your current billing period to avoid being charged for the next period. Cancellation instructions are set out in Section 6.
5.3 Billing
By subscribing, you authorise Ten Points (and our payment processor, Stripe) to charge your payment method on a recurring basis at the start of each billing period. Subscriptions are billed in advance. We do not store full card details.
5.4 Taxes and Local Obligations
All prices shown are exclusive of VAT and any other applicable taxes, levies, or duties.
Except to the extent that Ten Points is required by applicable law to collect, report, or remit taxes, you are solely responsible for your own tax obligations arising from your purchase or use of the Platform in your jurisdiction. This includes, without limitation, value added tax, goods and services tax, digital services tax, withholding tax, sales tax, or any equivalent levy imposed by the laws of your country or territory.
Where Ten Points is legally required to collect and remit tax on your behalf, the applicable amount will be added to your invoice at checkout.
5.5 Failed Payments
If a payment fails, we may retry the charge. If payment remains outstanding, we reserve the right to suspend or cancel your access in accordance with Section 20.
5.6 Chargebacks and Payment Disputes
If you have a concern about a charge, please contact us at [email protected] before initiating a chargeback or payment dispute with your bank or card provider. We will work with you in good faith to resolve the issue promptly.
Where a chargeback or dispute is raised, we reserve the right to suspend access to the Platform until the matter is resolved. If a chargeback is subsequently found to be unjustified, the original fees remain due and payable in full.
5.7 Price Changes
We may adjust subscription prices from time to time. We will give you at least 30 days’ notice of any change, which will take effect at your next renewal. If you do not wish to continue at the new price, you may cancel before renewal.
6. Cancellation and Refunds
6.1 Cancellation
You may cancel your subscription at any time via the Platform or by emailing [email protected]. Cancellation takes effect at the end of the current billing period. You will retain access until that date.
6.2 Cooling-Off Period (Initial Purchase)
If you change your mind after subscribing for the first time, you may cancel within 14 calendar days of your subscription start date.
Where you have not accessed or used the Platform during this period, you will receive a full refund.
Where you have accessed or used the Platform during this period, we reserve the right to deduct a proportionate amount reflecting the services provided up to the point of cancellation.
Refunds will be processed within 14 days of a valid cancellation request. This cooling-off period applies to your initial purchase only.
6.3 Cooling-Off Period (Annual Renewal)
If your subscription automatically renews for a further 12-month period, you may cancel within 14 calendar days of the renewal date.
Where you have not used the Platform during that window, you will receive a full refund of the renewed fee. Where you have used the Platform, we reserve the right to deduct a proportionate amount for services provided.
6.4 Reminders Before Renewal
We will send you a reminder by email before any annual subscription renews, giving you sufficient notice to cancel if you do not wish to continue.
6.5 No Other Refunds
Outside of the cooling-off periods above, subscription fees are non-refundable except where Ten Points is in material breach of these Terms and fails to remedy that breach within 30 days of written notice. In that case, you may be entitled to a pro-rata refund of any prepaid fees for the unused remainder of your subscription.
7. Acceptable Use
7.1 Permitted Use
You may use the Platform for your school’s internal educational purposes, including access by your authorised staff and students, within the scope of your subscription.
7.2 Individual Accounts Required
Each user – whether a teacher, member of staff, or student – must have their own individual account. Account sharing is not permitted. You must not allow multiple individuals to share a single set of login credentials. You are responsible for ensuring all users within your school or organisation comply with this requirement.
7.3 Restrictions
You must not:
- allow multiple individuals to share a single account login, whether staff, teachers, or students;
- share your account credentials or allow access beyond your licensed users;
- copy, reverse engineer, or attempt to extract source code from the Platform;
- resell, sublicense, or commercially exploit the Platform;
- use the Platform to develop a competing product or service;
- upload unlawful, harmful, defamatory, or infringing content of any kind;
- enter false, fabricated, or malicious information about any student or individual into the Platform; or
- interfere with the security or performance of the Platform or other users.
7.4 Student Data
You must not use the Platform, or any data held within it, for any purpose other than the educational and safeguarding purposes for which it is intended. You must not share, export, or otherwise disclose student behaviour or wellbeing data to any third party except where required by law or with appropriate consent.
7.5 Feedback
If you provide suggestions, comments, ideas, enhancement requests, or other feedback relating to the Platform or Services, you grant Ten Points a perpetual, irrevocable, worldwide, royalty-free licence to use, disclose, reproduce, modify, and incorporate that feedback without restriction and without any obligation to you.
8. Safeguarding, Children’s Data and Illegal Content
8.1 Data Controller Status
The Platform is designed to be used by schools with and about children. In most circumstances, the subscribing school will act as the data controller in respect of personal data relating to students that it uploads or processes via the Platform, and Ten Points will act as a data processor on the school’s instructions. However, controller and processor status is determined by the factual role each party plays in relation to specific processing activities. The formal allocation of roles is set out in the Data Processing Agreement, which governs all personal data processing under this Agreement.
You are responsible for ensuring your use of the Platform complies with all applicable safeguarding obligations, including those under the Children Act 1989, Keeping Children Safe in Education (KCSIE), and the UK GDPR.
8.2 Appropriate Access Controls
You are responsible for ensuring that access to student data within the Platform is restricted to authorised staff only, and that appropriate role-based permissions are configured and maintained. You must not grant students access to other students’ data.
8.3 Prohibited Content
You must not upload, store, generate, or transmit through the Platform any content that:
- constitutes child sexual abuse material (CSAM) or any indecent image of a child;
- is unlawful, threatening, or intended to facilitate harm to any individual, including any student;
- is discriminatory on the grounds of race, religion, sex, disability, sexual orientation, or any other protected characteristic; or
- is otherwise in breach of applicable law.
8.4 Detection and Reporting of Illegal Content
Ten Points operates a zero-tolerance policy in respect of child sexual abuse material and other illegal content. Where we detect, are notified of, or reasonably suspect the presence of CSAM or other illegal content on the Platform, we will:
- immediately remove or disable access to the content;
- preserve relevant evidence in accordance with our legal obligations;
- report the matter to the National Crime Agency (NCA) and/or the Internet Watch Foundation (IWF) as required under applicable law, including the Sexual Offences Act 2003 and the Online Safety Act 2023; and
- cooperate fully with law enforcement agencies and any subsequent investigation.
We will not provide advance notice to the account holder where doing so could compromise a law enforcement investigation or the safety of any individual.
8.5 Reporting Concerns
If you become aware of any illegal content or safeguarding concern arising from use of the Platform, you must report it to us immediately at [email protected] and take all appropriate steps under your own safeguarding policy. Nothing in these Terms limits your own statutory reporting obligations.
9. Beta Features
9.1 What Are Beta Features
From time to time, we may make certain features or functionality available on a beta, preview, pilot, or early-access basis (“Beta Features”). Beta Features are experimental in nature and may not reflect the final version of any functionality.
9.2 Provided As-Is
Beta Features are made available “as is” and “as available,” without any warranties of any kind, express or implied. We do not guarantee their availability, reliability, accuracy, or fitness for any particular purpose. Beta Features may contain bugs, errors, or unexpected behaviour.
9.3 No Liability
To the fullest extent permitted by law, Ten Points shall not be liable for any loss, damage, or disruption arising from your use of Beta Features, including any loss of data. You use Beta Features entirely at your own risk.
9.4 Changes and Withdrawal
We may modify, suspend, or permanently withdraw any Beta Feature at any time without notice and without liability. Beta Features may not be included in your subscription tier on general release, and we reserve the right to introduce separate pricing for any feature that moves from beta to full availability.
9.5 Feedback on Beta Features
Feedback provided on Beta Features is subject to the general feedback licence in Section 7.5.
10. Service Availability
10.1 Uptime Target
We aim to keep the Platform available 99.9% of the time, measured per calendar month. Beta Features are excluded from this commitment.
10.2 Exclusions
This target excludes downtime caused by:
- scheduled maintenance (we will give advance notice where possible, and aim to schedule outside peak school hours);
- emergency maintenance;
- third-party service failures;
- your systems or misuse; or
- events outside our reasonable control (see Section 14).
10.3 Service Credits
If we fall below the uptime target, you may request a service credit as follows:
| Uptime | Credit |
|---|---|
| < 99.9% | 5% of that month’s fees |
| < 99.0% | 10% of that month’s fees |
| < 95.0% | 25% of that month’s fees |
Credits are applied to your next invoice and are not redeemable for cash. To claim a credit, you must contact us in writing within 30 days of the end of the affected month. Service credits are your sole and exclusive financial remedy for any failure by Ten Points to meet the uptime target in this Section 10.
11. Third-Party Services
The Platform incorporates or relies upon third-party services and infrastructure providers, including but not limited to payment processing, cloud hosting, email delivery, and content moderation services. A full list of approved sub-processors is set out in the Data Processing Agreement.
Ten Points is not responsible for the availability, performance, or actions of third-party services except as expressly stated in these Terms. Where downtime or service degradation is caused by a third-party provider, it will be handled in accordance with the uptime exclusions in Section 10.2.
Any third-party services accessed through or in connection with the Platform are subject to their own terms and privacy policies, for which you remain responsible where applicable.
12. Service Changes
Ten Points may update, enhance, modify, or discontinue non-material features or functionality of the Platform from time to time for security, legal, operational, or product reasons, without prior notice.
We will not materially reduce the core functionality of the Platform during your current paid subscription term without giving you reasonable advance notice. Where a material reduction cannot be avoided, we will notify you as soon as reasonably practicable and, where relevant, offer a pro-rata refund for any prepaid period affected.
Nothing in this clause limits our rights in respect of Beta Features, which may be modified or withdrawn at any time as set out in Section 9.
13. Data Protection
13.1 Data Processing Agreement
The processing of personal data by Ten Points on behalf of the Customer is governed by our Data Processing Agreement (“DPA”), which forms part of the Agreement and is incorporated into these Terms by reference. The DPA sets out the roles and responsibilities of each party, the categories of data processed, security measures, sub-processor arrangements, data subject rights, breach notification procedures, and international transfer safeguards.
13.2 Data Ownership
You retain full ownership of all personal data and Customer Data you upload or input into the Platform. Ten Points processes such data solely in accordance with your instructions and as set out in the DPA.
13.3 Security and Incident Handling
Ten Points maintains appropriate technical and organisational measures to protect the Platform and Customer Data against unauthorised access, loss, or disclosure. Where a personal data breach occurs, Ten Points will handle it in accordance with the DPA and applicable law, including notifying you without undue delay where required, and cooperating to meet any regulatory reporting obligations including the ICO’s 72-hour notification requirement where applicable.
13.4 Data on Termination
When your account is closed, we will retain your data for up to 90 days, during which time you may request an export. After that period, data will be securely deleted in accordance with the DPA unless retention is required by law.
13.5 Data Protection Queries
For any data protection concerns or to exercise your rights, please contact our Data Protection Officer at [email protected]. Our ICO registration number is ZB716018.
14. Force Majeure
Neither party will be in breach of these Terms or liable for delay or failure to perform where this is caused by circumstances beyond reasonable control, including acts of God, natural disasters, pandemics, government action, or internet infrastructure failures (“Force Majeure Event”).
The affected party will notify the other promptly and take reasonable steps to mitigate the impact. If a Force Majeure Event continues for more than 30 days, either party may terminate by written notice without liability.
15. Intellectual Property
15.1 Our IP
All rights in the Platform – including its software, design, features, trademarks, and documentation – belong to Ten Points. These Terms do not transfer any ownership to you. The licence granted in Section 3 sets out the limited rights you have to access and use the Platform.
15.2 IP Indemnity
Ten Points will defend you against any third-party claim alleging that the Platform, as provided by Ten Points and used in accordance with these Terms, infringes the intellectual property rights of a third party, and will indemnify you against any damages and reasonable legal costs awarded against you by a court of competent jurisdiction arising from such a claim.
This indemnity does not apply where the claim arises from or is contributed to by:
- any modification of the Platform by you or a third party not authorised by Ten Points;
- your combination of the Platform with products, services, or data not supplied or approved by Ten Points;
- your breach of these Terms or misuse of the Platform;
- your continued use of the Platform after Ten Points has notified you to cease use in connection with a potential or actual infringement claim; or
- any content, data, or materials uploaded or provided by you.
To benefit from this indemnity, you must: notify Ten Points promptly in writing upon becoming aware of any such claim; not make any admission of liability or settlement without Ten Points’ prior written consent; and give Ten Points sole control of the defence and any settlement negotiations, with your reasonable cooperation.
15.3 Use of Your Name and Logo
We will not use your name or logo for marketing purposes without your prior written consent. If you give consent, you may withdraw it at any time in writing.
15.4 Use of Our Brand
We grant you a limited licence to display the Ten Points name and logo to identify yourself as a user of the Platform (for example, in school newsletters or on your website), provided this is done accurately and in accordance with any brand guidelines we provide.
16. Confidentiality
Both parties agree to keep confidential any non-public information received from the other in connection with these Terms, and not to disclose it to third parties without consent. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
These obligations survive termination for 5 years, except in relation to trade secrets, which remain confidential indefinitely.
17. Warranties and Disclaimers
We warrant that we have the right to provide the Platform and will deliver it with reasonable skill and care.
Except as expressly stated in these Terms, and to the fullest extent permitted by law, Ten Points excludes all warranties, representations, conditions, and other terms, whether express or implied, including any implied terms of satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment. We do not warrant that the Platform will be uninterrupted, error-free, or free from vulnerabilities, or that it will meet your specific requirements or produce any particular result.
Nothing in these Terms excludes any statutory rights you may have that cannot be waived by contract.
18. Limitation of Liability
18.1 General Cap
Subject to Sections 18.2 and 18.3, our total aggregate liability to you for any and all claims arising under or in connection with these Terms shall not exceed the fees paid by you to Ten Points in the 12 months preceding the claim.
18.2 Super-Cap
Our aggregate liability arising specifically from breach of confidentiality obligations under Section 16 or breach of applicable data protection law shall not exceed two times the fees paid by you to us in the 12 months preceding the claim.
18.3 Excluded Losses
Neither party shall be liable for indirect, incidental, or consequential losses, including loss of profits, loss of data, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such losses.
18.4 Exceptions
Nothing in these Terms limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot lawfully be excluded or limited.
19. Changes to These Terms
We may update these Terms from time to time. We will notify you of material changes by email or in-platform notice at least 14 days before they take effect. If you do not agree with the changes, you may cancel your subscription before they come into force. Continued use of the Platform after the effective date constitutes acceptance.
20. Term, Termination and Suspension
20.1 Term
These Terms apply from the date you first access the Platform and continue until your subscription ends or the Agreement is otherwise terminated.
20.2 Termination for Breach
Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 30 days of notice, or in cases of insolvency.
20.3 Immediate Termination
We may terminate your account immediately and without notice where we reasonably believe you have uploaded or transmitted illegal content, including CSAM, or where continued access poses a risk to the safety of any individual or to the integrity of the Platform.
20.4 Operational Suspension
We may suspend access to all or part of the Platform, without liability, where reasonably necessary to:
- prevent or address a security risk, breach, or misuse of the Platform;
- respond to suspected unlawful activity;
- protect the integrity, availability, or confidentiality of the Platform or any data within it;
- enforce these Terms, including in cases of non-payment; or
- comply with applicable law or a request from a regulator or law enforcement authority.
Where reasonably practicable, we will give notice before suspension. Where prior notice is not possible, we will notify you as soon as reasonably practicable afterwards. Suspension does not relieve you of your payment obligations.
20.5 Effect of Termination
On termination: your access to the Platform ceases; any outstanding fees become immediately due; and we will handle your data in accordance with Section 13.4.
21. Disputes
We would always prefer to resolve issues directly. Please contact us at [email protected] in the first instance.
If we cannot resolve a dispute informally within 30 days, either party may refer it to mediation under the rules of the Centre for Effective Dispute Resolution (CEDR). If mediation is unsuccessful within 60 days of the mediator’s appointment, either party may escalate to the courts.
22. Governing Law and Tax Jurisdiction
22.1 Governing Law
These Terms are governed exclusively by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, regardless of where you are located or where the Platform is accessed.
22.2 International Use
The Platform is operated from the United Kingdom. If you access it from outside the UK, you do so on your own initiative and are solely responsible for compliance with local laws applicable to your use of the Platform in your territory. Ten Points makes no representation that the Platform is appropriate or lawful for use in any particular jurisdiction outside the UK.
22.3 Tax Responsibility
Irrespective of the governing law of these Terms, your tax obligations are determined by the laws of your own jurisdiction. You are solely responsible for complying with all tax laws, filing requirements, and payment obligations applicable to you in your country or territory. Ten Points’ liability is limited to obligations imposed on it as a UK-registered entity. Nothing in these Terms creates any tax liability for Ten Points in any jurisdiction outside the United Kingdom.
23. Notices
Any notice required or permitted under these Terms must be in writing.
Notices to Ten Points must be sent to [email protected] or to our registered address at 82a James Carter Road, Mildenhall, Suffolk, IP28 7DE.
Notices to you will be sent to the email address registered on your account.
Notices sent by email shall be deemed received at the time of transmission, provided no delivery failure notification is received. If transmission occurs outside normal UK business hours (9:00–17:00, Monday to Friday, excluding public holidays), the notice shall be deemed received at 9:00am on the next business day.
Either party may update its notice details by written notification to the other.
24. Miscellaneous
Entire Agreement
These Terms, together with our Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Ten Points relating to the Platform, unless superseded by a separately signed contract or order form as described in the introduction above.
Purchase Orders
Where you issue a purchase order in connection with your subscription, that purchase order is accepted for administrative and invoicing purposes only. Any terms and conditions contained in or attached to a purchase order shall have no legal effect and shall not amend or supplement these Terms unless Ten Points expressly agrees to them in writing.
Freedom of Information
Where you are subject to the Freedom of Information Act 2000 or similar legislation, you agree to consult with us before disclosing any information relating to these Terms or the Platform in response to a request, and to take into account any representations we make regarding confidentiality or commercial sensitivity. Nothing in this clause prevents you from complying with your legal obligations.
Severability
If any provision is found to be unenforceable, the remaining provisions continue in full force.
No Waiver
Failure to enforce any provision does not waive our right to do so later.
Assignment
We may assign these Terms to an affiliate or successor entity. You may not assign your rights without our prior written consent.
Third Party Rights
No third party has rights to enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.