General Terms and Conditions

1. Introduction

These General Terms and Conditions ("Terms") govern your access and use of our Service. By using our Service, you agree to be bound by these Terms. If you do not agree with these Terms, you should not use our Service.

2. Definitions

"Company, we, us" refers to Redpen AI Ltd, the provider of the Service.

"Customer, you" refers to any individual or entity using the Service.

"Service" or “Services” refers to any of the AI-powered formative assessment services and user training provided by the company.

"Fee" means the fee payable by the Customer for accessing the Service.

"Website" means the websites operated by the Company at the URL https://www.redpenai.co.uk.

"Privacy Notice" means the privacy notice available on the Company's website.

3. General Provisions

3.1. Acceptance of Terms

These Terms are the only conditions under which the Company is willing to provide the Service to the Customer. By using the Service, the Customer agrees to comply with these Terms.

3.2. Changes to Terms

The Company reserves the right to modify these Terms at any time. The Customer is responsible for regularly reviewing these Terms. Continued use of the Service after any changes shall constitute the Customer's consent to such changes.

3.3. Notifications

3.3.1. From the Company to Customer

The Company will provide notifications regarding changes to these Terms, Privacy Notice, or Service through email to the Customer's registered email address.

3.3.2. From Customer to Company

All notifications from Customer to the Company must be sent via email to the designated addresses specified in these Terms.

3.4. Entire Agreement

These Terms, including any documents referred to within them, contain all the terms on which the Company provides the Service to the Customer. They supersede any prior agreements or representations made.

4. Use of Service

4.1. Permitted Use

Customers may use the Service solely for the purpose of setting up lessons and submitting student work for receiving suggested feedback to inform teacher assessments. The Service is provided for educational and informational purposes only.

4.2. Age Restrictions and User Eligibility

The Service is designed for use by educational institutions and their staff. Students under the age of 18 may only use the Service under the supervision and with the permission of their teacher and school.  

The teacher is responsible for obtaining appropriate permission from the school to use the Service.  

The school is responsible for obtaining parental consents for student use where required by applicable law. The Company does not knowingly collect personal information directly from children under 13 without verifiable parental consent, except as permitted through the school as authorised by parents through the school-parent relationship.

4.3. Prohibited Use

Customers shall not:

• Use the Service for any unlawful or prohibited activities.

• Interfere with or disrupt the Service or servers connected to the Service.

4.4. Suspension of Use

If we reasonably believe that an account are being used in any way which is not permitted by us we reserve the right to suspend the Service and/or issue a new account login.

4.5. Company's Responsibilities

The Company is responsible for:

• Set up the Customer's account and provide necessary training and support.

• Provide suggested feedback for student work.

• Ensure the availability of the Services, except during planned maintenance or unforeseen events.

• Notify the Customer in advance of any planned maintenance.

4.6. Customer's Responsibilities

The Customer is responsible for:

• Carry out activities that serve to integrate the Services into their teaching processes.

• Ensure that all users comply with this Agreement.

• Provide accurate and up-to-date information in their management systems.

• Maintain the confidentiality and security of access credentials for the Services.

5. Use of Personal Data

The Company used personal data in order to provide the services. Details of how personal data is used can be found in our Privacy Notice.

By signing up to the Services, you agree to the obligations set out in our Data Processing Agreement, which are incorporated into these Terms.  

6. Fees and Payment

6.1. Fees

The Service may be subject to fees as described on the Company's website. Customers agree to pay all applicable fees in connection with their use of the Service.

6.2. Updates to Fees and Payment Terms

The Company reserves the right to update any fees at their discretion. Where Fees are updated, the Company shall provide the Customer with at least 30 days’ notice and give the Customer the right to object.

6.3. Right to object to Fee changes

Where the Customer objects to Fee changes, you will notify the Company in writing within 30 days’ from the date notification has been issued.

Where a resolution cannot be made, the Company reserves the right to terminate the services by giving 30 days' written notice.

6.4. Renewal Terms

In order to serve both the convenience of the Customer, and to help in keeping the price of the Service down by reducing the maintenance of school accounts, the Service will renew for a new annual period by default each year.

However, in support of Customer peace of mind:

1. The Customer may inform the Company at any stage during their subscription that they do not want to continue with another subscription period, by means of a brief feedback meeting or telephone call.

2. The Customer may benefit from the same 30 day cooling off period they can take advantage of at sale, for the 30 days after a renewal invoice is submitted.

7. Confidentiality and publicity

Where either of the Company or Customer receives confidential information from the other, they will act in good faith to preserve confidentiality and use the information solely to perform their respective responsibilities and obligations relating to the provision of the Service. All personal data and the commercial aspects of the relationship is regarded as confidential. The fact that you are using the Service is not regarded as confidential and the Company may refer to this in its dealings with existing or prospective users of the Service.

The Company shall be able to publicise that the Customer is using the Service on their website and social media channels and in their marketing materials.

8. Intellectual Property

The Company retains all rights, title, and interest in and to the Service and its content, including all intellectual property rights. Customers are granted a limited, non-exclusive, non-transferable, and revocable licence to use the Service for its intended purpose.

9. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied. The Company does not warrant that the Service will be uninterrupted, timely, secure or error-free.

10. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

• The use or inability to use the Service.

• Any unauthorised access to or use of our servers and/or any personal information stored therein.

• Any interruption or cessation of transmission to or from the Service.

• Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party.

• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, governmental actions, strikes, telecommunications or internet service provider failures. The party affected by such an event shall notify the other party as soon as reasonably possible and shall make reasonable efforts to mitigate its effects.

12. Indemnification

12.1. Customer Indemnification Obligations

Customers agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

1. The Customer's access to or use of the Service;

2. The Customer's violation of these Terms;

3. The Customer's infringement of any intellectual property or other right of an7 person or entity;

4. Any content or data uploaded, posted, or otherwise transmitted through the Service by the Customer;

5. Any breach by the Customer of its data protection obligations under these Terms or applicable data protection laws when acting as a controller;

6. Any processing instructions given by the Customer that violate applicable data protection laws;

7. Any failure by the Customer to obtain all necessary consents and provide appropriate privacy notices to data subjects as required by applicable data protection laws.

12.2. Company Indemnification Obligations

The Company shall indemnify, defend, and hold harmless the Customer against all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by the Customer as a result of:

1. Any material breach by the Company of its obligations under these Terms;

2. The Company's infringement of any third-party intellectual property rights in the provision of the Service (excluding any infringement resulting from Customer's use of the Service in violation of these Terms);

3. Any breach by the Company of its data protection obligations under these Terms or applicable data protection laws when acting as a processor;

4. Any act or omission by the Company's sub-processors that would constitute a breach of the data protection obligations imposed on the Company under these Terms;

5. Any regulatory fines or penalties imposed on the Customer as a direct result of the Company's non-compliance with data protection laws while processing personal data on behalf of the Customer.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of and the courts in England and Wales, without regard to its conflict of law principles. Notwithstanding the foregoing, nothing in this legal notice will preclude Redpen AI Ltd from applying to any court to bring an action for the infringement of its intellectual property rights.

14. Assignment

Customers may not assign or transfer these Terms or any rights or obligations under these Terms without the Company's prior written consent. Any attempted assignment or transfer without such consent will be void. The Company may assign these Terms, in whole or in part, without restriction. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

15. Complaints and Disputes

If you are not happy with any aspect of the Service, the matter should be raised with the Company in writing at team@redpenai.co.uk.

16. Termination

16.1. Termination by the Company

The Company reserves the right to suspend or terminate a Customer's access to the Service:

• For material breach of these Terms

• For non-payment of any applicable fees after 30 days past due

• If Customer's use of the Service poses security risks

• If required by law or regulatory action

• For any other reasonable cause with 30 days' written notice

In cases of fraudulent activity or violation of applicable laws, termination may occur immediately and without prior notice.

16.2. Termination by the Customer

Customers may terminate their use of the Service at any time by contacting the Company directly in writing, giving 30 days’ notice.

16.3. Effects of Termination

16.3.1. Access to Services

Upon termination, Customer access to the Service will cease immediately or at the end of the current contract period, depending on the termination reason and timing.

16.3.2. Survival

The following sections will survive termination:  

• Intellectual Property

• Confidentiality

• Limitation of Liability

• Indemnification

• Governing Law.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Any such provision shall be deleted without affecting the remaining provisions contained herein, which shall continue to be valid and enforceable.

18. Changes to Service

The Company reserves the right to alter without notice the arrangements for access to the Service or to change the content, presentation, and/or facilities of the Service.

19. Information about Redpen AI Ltd

Redpen AI Ltd trading address is 64 Duncansby House Ferry Court, Caerdydd, Caerdydd, United Kingdom, CF11 0AT.  

Our UK registered company number is 15971890.  

Our email address is team@redpenai.co.uk.

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