SEN Master – Terms and Conditions

These Terms and Conditions ("Terms") govern the use of the SEN Master software‑as‑a‑service platform and related websites (collectively, the "Service"). The Service is owned and operated by Benaco Edutech Ltd, a private limited company incorporated in England (company number 16645737) with its registered office at 39 Linden House, Chart Way, Horsham, RH12 1QB, United Kingdom (the "Company"). Please read these Terms carefully before using the Service.

By accessing or using the Service you agree to be bound by these Terms, our Privacy Notice and any additional policies that we make available to you. If you do not agree with these Terms, you must not use the Service. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

1. Definitions

• Account – The online account created by or for a customer through which authorised end users can access the Service.
• Customer – The individual or entity that orders a subscription to the Service.
• Customer Data – Information or content submitted to or stored in the Service by or on behalf of a Customer or its end users. Customers retain ownership of their data.
• Documentation – Our online user guides, help centre articles and other instructions describing the operation of the Service.
• Subscription – The annual licence purchased by a Customer (school) that permits authorised end users employed by that Customer to access and use the Service. Use by individuals who are not employed by the subscribing school constitutes a breach of these Terms.
• Subscription Term – The one‑year period of the Subscription commencing on the date of purchase. Unless otherwise stated, the Subscription automatically renews for further one‑year terms as described in Section 16.

2. Changes to the Terms

We may modify these Terms from time to time. When we do, we will publish the revised Terms on our website and update the "Effective Date" above. We will endeavour to provide reasonable notice of material changes. Continued use of the Service after any changes become effective constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service.

3. Eligibility and Acceptance

You may use the Service only if you are at least eighteen (18) years old or the age of majority in your jurisdiction. Customers are responsible for ensuring that all end users meet this age requirement. By creating an Account or using the Service, you accept and agree to be bound by these Terms.

4. Description of the Service

SEN Master is a hosted platform designed to support special educational needs professionals with scheduling, documentation, communication and analytics tools. We will describe the scope of the software and any additional services (such as installation, maintenance or support) in your order confirmation and in our Documentation. Providing clear information about the licensed software and related services helps set expectations and minimise misunderstandings.

While we endeavour to provide continuous access to the Service, occasional downtime may occur for scheduled maintenance or unanticipated outages. We will use reasonable efforts to provide advance notice of scheduled downtime.

5. Account Registration and Responsibilities

To access the Service you must create an Account. You agree to:

1. Provide and maintain accurate, current and complete registration information.
2. Keep your login credentials (usernames and passwords) confidential and not share them with others. You are responsible for all activities that occur under your Account.
3. Ensure that your systems meet the minimum requirements to use the Service and maintain internet connectivity and appropriate hardware or software.
4. Comply with all applicable laws and regulations and obtain any necessary permissions or consents from end users or third parties for the lawful processing of Customer Data.

If you suspect unauthorised access to your Account, you must notify us promptly. We reserve the right to refuse registration, suspend or terminate Accounts, or require you to change your credentials if we believe there is a security or misuse risk.

6. Licence and Permitted Use

During the Subscription Term, we grant the Customer a non‑exclusive, non‑transferable and revocable right to access and use the Service in accordance with these Terms and the Documentation. Except as expressly permitted in these Terms, you and your end users must not:

• Reproduce, duplicate, copy, sell, resell or commercially exploit any portion of the Service without our prior written consent.
• Reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code or underlying algorithms of the Service except to the extent permitted by law.
• Modify or create derivative works based on the Service or our software.
• Use the Service or any output to develop, train, or improve machine learning or artificial intelligence systems.
• Remove, alter or obscure any proprietary notices or branding displayed in the Service.
• Use the Service for competitive analysis or benchmarking.
• Transmit unlawful, offensive or infringing content or use the Service in a manner that violates any applicable laws, regulations or third‑party rights.
• Permit individuals who are not employed by the subscribing school to access or use the Service under your licence.

We reserve the right to suspend or terminate access for excessive or abusive use that compromises the performance, security or integrity of the Service.

7. Customer Data and Privacy

7.1 Ownership of Customer Data

As between you and us, you retain full ownership and control of your Customer Data. Nothing in these Terms transfers ownership of Customer Data to us. You are responsible for ensuring that you have the rights and consents necessary to submit Customer Data to the Service and for the accuracy, quality and legality of the data.

7.2 Data Protection and Security

We will implement and maintain appropriate technical and organisational measures designed to protect the confidentiality, integrity and availability of Customer Data. We process personal data in accordance with our Privacy Notice and applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR). For certain processing, we may provide a Data Processing Addendum to address roles and obligations under data protection law.

We expect Customers not to use the Service to collect or process special categories of personal data or other sensitive data unless agreed in writing. The Service is not designed for payment card information and does not comply with the Payment Card Industry Data Security Standard (PCI DSS).

7.3 Use of Customer Data

You grant us a worldwide, non‑exclusive right to access, use, copy, process, adapt, distribute and display Customer Data as necessary to provide, maintain, develop and improve the Service, comply with law, enforce our policies, and address technical or security issues. We may also collect and aggregate anonymised usage data to analyse and improve our products and services.

We will not disclose Customer Data to third parties except as permitted by these Terms, required by law, or authorised by you. We will comply with lawful requests from authorities to disclose data and, where legally permitted, notify you of any such requests.

8. Fees, Payment and Taxes

8.1 Licensing and Fees

Each Customer (school) must purchase one licence per school per year. The licence permits use of the Service only by individuals employed by that school who have registered as authorised users. Use by any individual who is not employed by the subscribing school constitutes a breach of these Terms. The licence fee is payable annually in advance and is non‑refundable.

8.2 Payment Terms

Customers must provide valid payment information or a purchase order. If we issue an invoice, fees are due within thirty (30) days of the invoice date. We may suspend access to the Service for late payment and recover any costs we incur in collecting overdue amounts. Customers are responsible for keeping payment and billing information current.

8.3 Cancellation

You may cancel your subscription at any time by notifying us in writing or through any cancellation mechanism we provide. Cancellation will take effect immediately; however, no refund will be given or owed for any remaining portion of the Subscription Term after cancellation. You will retain access to the Service until the end of the current Subscription Term unless we elect to end access sooner. You remain responsible for paying any fees incurred prior to cancellation.

8.4 Taxes

Unless stated otherwise, our charges do not include applicable taxes. Customers are responsible for paying any taxes, duties or governmental charges that apply to their subscription fees, except those based on our net income.

8.5 Downgrades and Upgrades

Upgrades are not currently applicable because licences are issued on a per‑school basis. If we introduce different licence types in the future, any changes will be detailed in our communications. Because each licence covers a whole school, reductions in the number of authorised users do not reduce the licence fee.

9. Service Levels and Support

We strive to provide a reliable Service. Our target is 99.9% uptime, which translates to roughly 43 minutes of downtime per month. However, interruptions may occur for maintenance, updates or events beyond our reasonable control. We will use commercially reasonable efforts to schedule maintenance during off‑peak hours and to notify Customers of planned outages.

Support services may include online documentation, email or chat assistance and, where purchased or specified in your subscription, telephone support. We reserve the right to access Customer Accounts to respond to support requests or maintain the Service.

10. Intellectual Property

We and our licensors retain all right, title and interest in and to the Service, underlying software, Documentation and any other materials or content provided by us, including all related intellectual property rights. Except for the limited licence expressly granted under these Terms, no rights or licences are granted to you. You must not remove or alter any proprietary notices displayed in the Service.

You may provide feedback or suggestions regarding the Service. By submitting feedback, you grant us an unrestricted, irrevocable, perpetual, sublicensable and royalty‑free licence to use that feedback without any obligation to you.

11. Confidentiality

Each party ("Receiving Party") may receive confidential information from the other party ("Disclosing Party") in connection with the Service. The Receiving Party agrees to protect the confidentiality of the Disclosing Party's confidential information using at least reasonable care and not to disclose it to any third party except to the extent necessary to perform its obligations under these Terms or as required by law. The Receiving Party may disclose confidential information to its employees, contractors or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein.

The obligations above do not apply to information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

12. Indemnification

12.1 Our indemnity

We will defend and indemnify you against third‑party claims alleging that your use of the Service, in accordance with these Terms, infringes that third party's intellectual property rights. We will pay damages awarded in final judgment or agreed to in settlement. We have no obligations under this section for claims arising from your misuse of the Service, modifications not made by us, or use with products or services not supplied by us.

12.2 Your Indemnity

You agree to defend and indemnify us and our affiliates from and against any third‑party claims, damages, losses or expenses arising out of or related to: (a) Customer Data; (b) your use of the Service in violation of these Terms; or (c) any violation of applicable law, regulation or third‑party rights by you or your end users.

13. Warranties and Disclaimers

Except as expressly set out in these Terms, the Service and all related components are provided "as is" and "as available" and without warranties of any kind. To the fullest extent permitted by law, we expressly disclaim all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non‑infringement. We do not warrant that the Service will be uninterrupted, error‑free, secure or free from viruses. We are not responsible for any delays, failures or other problems inherent in the use of the internet or third‑party systems.

14. Limitation of Liability

To the fullest extent permitted by law:

1. Exclusion of certain damages: Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, nor for loss of profits, sales, business, data, goodwill or for the cost of substitute goods or services.
2. Cap on liability: Our total aggregate liability arising out of or in connection with the Service and these Terms shall not exceed the total subscription fees paid by the Customer in the twelve (12) months preceding the first incident giving rise to the liability. The limitations in this section do not apply to indemnification obligations or the Customer's payment obligations.
3. Jurisdiction‑specific provisions: Some jurisdictions do not allow certain warranty exclusions or limitations of liability. Where these laws apply, our liability will be limited to the maximum extent permitted by law.

These limitations reflect the allocation of risk between us and are an essential basis of the bargain.

15. Third‑Party Services

The Service may interoperate with or contain links to third‑party services, websites or applications. Your use of any third‑party service is governed by that third party's terms and policies, and we do not endorse or assume any responsibility for them. We do not warrant or support any third‑party service, and we are not liable for any data loss or damage arising from your use of or reliance on third‑party services.

16. Term and Termination

16.1 Term

The initial Subscription Term and any renewal terms are set out in your order. Unless otherwise stated, subscriptions automatically renew for successive one‑year periods unless either party gives the other at least thirty (30) days' prior written notice of non‑renewal.

16.2 Termination for Cause

Either party may terminate the subscription if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice. We may also suspend or terminate your Account immediately if we reasonably believe that your use of the Service violates these Terms or poses a risk to the Service or other users.

16.3 Effect of Termination

Upon termination or expiration of a Subscription Term:

1. Your right to access and use the Service ceases and we may deactivate your Account.
2. We will make your Customer Data available to you for electronic retrieval for thirty (30) days following termination. After this period we will delete your data in accordance with our data retention policies.
3. Termination does not relieve either party of obligations incurred prior to termination, including payment obligations.

17. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising under or in connection with these Terms, except that we may seek injunctive relief in any jurisdiction to enforce intellectual property rights or protect confidential information. Nothing in these Terms limits your statutory rights as a consumer under applicable law.

18. Miscellaneous

• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition or sale of assets.
• Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
• Entire Agreement: These Terms, together with your subscription confirmation, our Privacy Notice and any data processing addendum, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous oral or written agreements.
• No waiver: Failure to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.
• Notice: We will provide notices under these Terms by email to the email address associated with your Account or by posting announcements in the Service. You may provide notice to us by email to support@senmaster.co.uk or by mail to our registered office.

19. Contact Information

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By using the SEN Master Service you acknowledge that you have read and understood these Terms and agree to be bound by them.