1 Agreement and order of documents

1.1 The agreement between Fullscoped Ltd (Fullscoped, we, us or our) and the Customer consists of the accepted Order Form, these Terms, the Data Processing Agreement (DPA) and any document expressly incorporated into the Order Form. Together these documents are the Agreement.

1.2 The Agreement starts when the Customer signs or electronically accepts the Order Form, or when Fullscoped first gives the Customer access to the Service, whichever occurs first.

1.3 If the documents conflict, the following order applies: the DPA for matters concerning personal data processing; the Order Form; these Terms; and any other incorporated document.

1.4 A person accepting the Agreement for the Customer confirms that they have authority to bind the Customer.

2 The Service

2.1 Fullscoped will provide the Customer with access to the Service during the Subscription Term in accordance with the Agreement.

2.2 The Service supports organisational self-evaluation and improvement planning. It is a management tool and does not replace professional judgement, statutory guidance, inspection requirements or advice from an appropriately qualified professional.

2.3 Fullscoped may improve or alter the Service from time to time. We will not materially reduce the core functionality purchased by the Customer during a paid Subscription Term without reasonable notice, except where a change is needed urgently for security, legal compliance or service integrity.

2.4 We will use reasonable care and skill in providing the Service. We do not promise that the Service will always be uninterrupted or error-free, but we will take reasonable steps to maintain availability and remedy material faults reported to us.

3 Accounts and authorised users

3.1 The Customer may permit its staff, governors, trustees and other appropriate representatives to use the Service as Authorised Users, subject to any limits in the Order Form.

3.2 The Customer is responsible for deciding who should have access, assigning appropriate roles, reviewing access regularly and promptly removing access when it is no longer required.

3.3 Accounts are personal to the named user and must not be shared. The Customer and its Authorised Users must keep credentials secure and notify Fullscoped promptly if they suspect unauthorised access.

3.4 The Customer is responsible for activity carried out through its accounts, except to the extent that activity results from Fullscoped’s breach of the Agreement or failure to apply agreed access controls.

4 Acceptable use

4.1 The Customer and its Authorised Users must use the Service lawfully, responsibly and only for legitimate school self-evaluation, review and improvement-planning purposes.

4.2 They must not:

• attempt to gain unauthorised access to the Service or another customer’s data;
• interfere with the security, integrity or operation of the Service;
• introduce malicious code or use the Service for unlawful, harmful or fraudulent activity;
• copy, modify, reverse engineer or create a derivative work from the Service except where applicable law expressly permits this;
• use automated means to scrape or place unreasonable load on the Service; or
• resell, sublicense or provide the Service to another organisation without Fullscoped’s written agreement.

4.3 Fullscoped is not designed to store pupil records. Users must not enter pupil names, safeguarding case details, medical information or other identifiable sensitive personal data. Where evidence concerns an individual pupil or sensitive record, users should refer to the Customer’s secure systems rather than reproduce the information in Fullscoped.

4.4 The Customer must ensure its use of the Service and the content it submits do not infringe another person’s rights or breach applicable law.

5 Customer content

5.1 The Customer retains ownership of information, text and other content submitted to its workspace (Customer Content).

5.2 The Customer gives Fullscoped a limited right to host, copy, transmit, display, back up and otherwise process Customer Content only as necessary to provide, secure and support the Service and as set out in the DPA.

5.3 The Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Content and for maintaining any source records it is required to retain outside Fullscoped.

5.4 Fullscoped may use aggregated or anonymised information that does not identify the Customer, an Authorised User or any individual to understand and improve the Service.

6 Data protection and security

6.1 Each party will comply with applicable data protection law in connection with the Agreement.

6.2 Where Fullscoped processes personal data on the Customer’s behalf, the DPA forms part of the Agreement. The Customer authorises the subprocessors listed in the DPA in accordance with its terms.

6.3 Fullscoped will maintain appropriate technical and organisational measures designed to protect Customer Personal Data, as described in the DPA.

6.4 The Customer acknowledges that no online service can be guaranteed completely secure. Each party will promptly take reasonable action within its control if it becomes aware of a security incident affecting the Service.

7 Fees, invoices and tax

7.1 The Customer will pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are invoiced at the start of the Subscription Term and are payable within 30 days of the invoice date.

7.2 Fees are stated exclusive of VAT. Fullscoped is not currently VAT registered, so VAT is not added. If Fullscoped becomes required to charge VAT or another applicable tax, it may add that tax to future invoices as required by law.

7.3 If an undisputed invoice remains unpaid after its due date, Fullscoped may suspend access after giving at least 10 business days’ written notice and a reasonable opportunity to pay. Suspension does not remove the Customer’s obligation to pay amounts properly due.

7.4 The Customer must raise any good-faith invoice dispute promptly and pay any undisputed part by the due date. The parties will work reasonably to resolve the dispute.

8 Subscription term, renewal and cancellation

8.1 The Subscription Term is stated in the Order Form.

8.2 Unless the Order Form expressly provides for renewal, the subscription does not renew automatically. The parties may agree a further term and the applicable fees in writing.

8.3 The Customer may stop using the Service at any time, but prepaid fees are non-refundable except where the Agreement expressly states otherwise or Fullscoped agrees otherwise in writing.

8.4 Either party may terminate the Agreement by written notice if the other party materially breaches it and, where the breach can be remedied, does not remedy it within 30 days after receiving written notice describing the breach.

8.5 Either party may terminate immediately by written notice if the other party becomes insolvent, ceases trading or is subject to an insolvency process, except where the law prevents termination.

8.6 Fullscoped may suspend affected access immediately where reasonably necessary to address a serious security risk, unlawful use or a material breach that threatens the Service or another customer. Where practicable, Fullscoped will give notice and limit the suspension to what is necessary.

9 Ending the Agreement and data export

9.1 On expiry or termination, the Customer’s right to use the Service ends, subject to any short export period Fullscoped confirms in writing.

9.2 The Customer should request and download any available export before the account closes. In accordance with the DPA, Fullscoped will delete or return Customer Personal Data at the Customer’s choice and will normally delete the workspace within 30 days after termination, subject to legal requirements and the ordinary expiry of protected backups.

9.3 Clauses which by their nature should continue after termination will remain in effect, including clauses concerning payment, confidentiality, intellectual property, liability, data return and deletion, and governing law.

10 Confidentiality

10.1 Each party will protect the other party’s confidential information using reasonable care and will use it only to perform or exercise rights under the Agreement.

10.2 Confidential information does not include information that the receiving party can show was lawfully known without restriction, becomes public other than through breach, is independently developed, or is lawfully received from a third party without a duty of confidence.

10.3 A party may disclose confidential information where required by law, a regulator or court, provided it gives notice where legally permitted and limits the disclosure to what is required.

11 Intellectual property

11.1 Fullscoped and its licensors retain all intellectual property rights in the Service, its software, design, documentation, branding and materials, excluding Customer Content.

11.2 Fullscoped grants the Customer a limited, non-exclusive, non-transferable right during the Subscription Term for Authorised Users to access and use the Service for the Customer’s internal educational management purposes.

11.3 If the Customer gives feedback or suggestions, Fullscoped may use them without restriction or payment, provided this does not give Fullscoped ownership of Customer Content or permission to identify the Customer publicly.

12 Support and service management

12.1 Fullscoped will provide the support described in the Order Form. Unless a separate service level is agreed, response and resolution times are targets rather than guaranteed service levels.

12.2 The Customer will provide reasonable information needed to investigate a reported issue and will use supported browsers and devices.

12.3 Fullscoped may carry out planned or emergency maintenance. Where practicable, we will give reasonable notice of maintenance likely to cause material disruption.

13 Warranties and responsibility

13.1 Each party warrants that it has authority to enter into the Agreement.

13.2 Fullscoped warrants that it will provide the Service with reasonable care and skill and substantially in accordance with its published description.

13.3 The Customer remains responsible for its decisions, statutory duties, inspection preparation, judgements and improvement actions. Outputs generated by the Service should be reviewed by an appropriately authorised person before use or publication.

13.4 Except as expressly stated in the Agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

14 Liability

14.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of obligations that cannot lawfully be limited, or any other liability that the law does not allow a party to exclude or limit.

14.2 Subject to clause 14.1, neither party will be liable for loss of profit, revenue, anticipated savings, goodwill or business opportunity, or for indirect or consequential loss.

14.3 Subject to clauses 14.1 and 14.4, each party’s total aggregate liability arising out of or in connection with the Agreement will not exceed the total fees paid or payable by the Customer under the Agreement during the 12 months preceding the event giving rise to the claim.

14.4 Fullscoped’s total aggregate liability for breach of confidentiality, infringement of the Customer’s intellectual property rights, or breach of the DPA will not exceed twice the amount described in clause 14.3.

14.5 The limitations in this clause apply to liability in contract, tort including negligence, breach of statutory duty and otherwise. Each party acknowledges that the fees reflect this allocation of risk.

15 Changes to these Terms

15.1 Fullscoped may update these Terms for future orders or renewal terms.

15.2 If a change is required during a current Subscription Term for legal, regulatory or security reasons, or does not materially disadvantage the Customer, Fullscoped may make the change by giving reasonable notice.

15.3 Any other material change during a current paid Subscription Term requires the Customer’s written agreement.

16 Notices

16.1 Notices concerning termination, material breach, security incidents or legal claims must be sent by email to the contacts stated in the Order Form or to any replacement address notified in writing.

16.2 General service communications may be sent to the Customer’s account administrator. A notice sent by email is treated as received on the next business day unless the sender receives a delivery failure message.

17 General terms

17.1 Neither party may assign the Agreement without the other’s written consent, which must not be unreasonably withheld or delayed. Fullscoped may assign the Agreement as part of a genuine reorganisation, merger or sale of its business, provided the assignee can perform Fullscoped’s obligations.

17.2 Fullscoped may use subcontractors to provide the Service and remains responsible for their performance as required by the Agreement and applicable law.

17.3 Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment obligations. The affected party will take reasonable steps to reduce the effect of the event.

17.4 The parties are independent contractors. The Agreement does not create a partnership, agency, employment or fiduciary relationship.

17.5 A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

17.6 If a provision is held invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary and the remaining provisions will continue.

17.7 A delay in enforcing a right is not a waiver. A waiver is effective only if given in writing.

17.8 The Agreement is the entire agreement about its subject matter and replaces previous discussions or communications. Neither party relies on a statement not set out in the Agreement, but nothing limits liability for fraud.

17.9 Changes to the Order Form or other negotiated terms must be agreed in writing by authorised representatives of both parties.

18 Governing law and disputes

18.1 The parties will first try in good faith to resolve any dispute through their nominated senior contacts.

18.2 The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.

18.3 The courts of England and Wales have exclusive jurisdiction, subject to the parties agreeing another dispute-resolution process in writing.

Contact

Questions about these Terms may be sent to hello@fullscoped.co.uk. Privacy questions may be sent to privacy@fullscoped.co.uk and security incident reports to security@fullscoped.co.uk.

19 Optional AI service

19.1 AI is a separately selected optional upgrade. Its price, period and shared generation allowance are recorded in the accepted Order Form or written upgrade agreement. It does not renew or top up automatically. The versioned AI terms and data-processing arrangements are incorporated only where expressly accepted for the Customer.

19.2 AI access requires recorded school authorisation and activation by Fullscoped. The school's administrators and editors may request draft updates, suggested planning improvements and governor comparisons. Users must check outputs and approve changes; no inspection result, complete evidence coverage or factual accuracy is guaranteed. The service does not make decisions about individual pupils or staff.

19.3 Each successful generated draft uses one generation, even if not applied. Server-side technical failures do not consume the Customer's allowance. Preparing evidence, validating changes and exporting an existing report do not use an additional generation. Unused generations expire with the stated period. Additional usage requires a separate agreement; there are no automatic overage charges.

19.4 AI instructions, permitted information, OpenAI processing, international transfers and retention are set out in the AI arrangements and DPA. A school representative's authorisation does not replace data-protection duties or create data-subject consent. The core service can be used without AI. Existing contractual terms and prices are not retrospectively replaced simply by publication of these documents.