Last updated: January 1, 2025
These Terms of Service ("Terms") govern the use of the Everybody Counts platform ("the Platform"), operated by Everybody Counts Ltd, a company registered in England and Wales with its principal place of business in London, UK ("Everybody Counts", "we", "us", "our").
By creating an account, subscribing to the Platform, or using any part of the Platform, you ("the Customer", "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of a school, educational institution, or other organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.
These Terms should be read alongside our Privacy Policy and Cookie Policy, which form part of the agreement between us.
If you do not agree to these Terms, you must not access or use the Platform.
"Account" means the account created by the Customer to access and use the Platform, including any sub-accounts created for teachers and pupils.
"Authorised Users" means the teachers, staff members, and pupils authorised by the Customer to access and use the Platform under the Customer's subscription.
"Content" means all materials, questions, lessons, reports, and other content made available to Authorised Users through the Platform.
"Customer Data" means all data provided to or generated through the Platform by the Customer and its Authorised Users, including pupil response data and progress records.
"Subscription" means the recurring subscription to access and use the Platform, as specified in the Order or subscription confirmation email.
"Service Level" means the tier of access (Class, School, or Multi-School) selected by the Customer at the time of subscription.
Subject to these Terms and payment of the applicable subscription fees, we grant the Customer a non-exclusive, non-transferable, limited licence to access and use the Platform during the subscription period for the Customer's internal educational purposes.
To access the Platform, the Customer must create an Account by providing accurate and complete information including the school name and address, billing contact details, and account administrator email address. The Customer is responsible for maintaining the accuracy of this information and must promptly update it if it changes.
The Customer is responsible for maintaining the confidentiality of login credentials and for all activities conducted through the Account. The Customer must notify us immediately at info@everybodycounts.co if it becomes aware of any unauthorised access to or use of the Account.
The Customer may create sub-accounts for Authorised Users (teachers and pupils) within the limits of the applicable Service Level. Authorised Users must comply with these Terms. The Customer is responsible for ensuring that Authorised Users are made aware of the relevant terms of use and that they comply with them.
Pupil accounts must be created and managed by the school. Pupils may not create their own accounts. Schools must not allow pupils to share login credentials.
We will use reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, except for planned maintenance periods. We will use reasonable endeavours to provide advance notice of planned maintenance via the platform and by email to the registered account administrator.
We do not warrant that the Platform will be uninterrupted or error-free. We are not liable for any downtime caused by circumstances beyond our reasonable control, including internet service provider failures, third-party infrastructure failures, or force majeure events.
Subscription fees are as set out on the Pricing page at everybodycounts.co/price.html or as agreed in a separate written Order. All prices are exclusive of VAT unless otherwise stated. VAT will be charged at the applicable UK rate.
Subscriptions are billed annually in advance unless otherwise agreed. Payment is due on the subscription start date and on each anniversary thereof. We accept payment by credit or debit card through our payment processor, Stripe. For schools subscribing under a purchase order arrangement, payment by BACS transfer or cheque may be available — please contact us to arrange this.
If payment is not received within 14 days of the due date, we reserve the right to suspend access to the Platform until payment is received. We will provide written notice before any suspension.
Subscriptions renew automatically at the end of each subscription period at the then-current pricing unless the Customer provides written notice of cancellation at least 30 days before the renewal date. Renewal notices will be sent to the registered account administrator email address 60 days and 30 days before the renewal date.
We reserve the right to change subscription fees on renewal. We will provide at least 60 days written notice of any price increase to the registered account administrator email address. If the Customer does not wish to continue at the revised price, the Customer may cancel before the renewal date without penalty.
Subscription fees are non-refundable except where required by applicable law or as follows: if the Platform is unavailable for a continuous period of more than 48 hours due to a failure on our part (excluding planned maintenance and force majeure), the Customer may request a pro-rata refund for the period of unavailability. Refund requests must be submitted within 30 days of the relevant unavailability period.
We offer a 14-day free trial for new customers. No payment is required during the trial period. If you subscribe following a trial, the subscription period begins on the date of payment.
The Platform may be used only for legitimate educational purposes, specifically to deliver mathematics practice sessions to pupils enrolled at the Customer's school or under the Customer's tutoring supervision, and to access associated teacher tools and progress reporting features.
The Customer must not, and must ensure that Authorised Users do not:
Use the Platform for any purpose other than its intended educational use. Copy, modify, distribute, sell, sublicence, or transfer access to the Platform or any Content to any third party. Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of any part of the Platform. Use automated tools (including bots, scrapers, or crawlers) to access, copy, or extract data from the Platform. Attempt to gain unauthorised access to any part of the Platform or its underlying systems. Use the Platform in any way that violates applicable law, including data protection law, copyright law, or laws governing the use of computer systems. Upload, transmit, or store any malicious code, virus, or harmful data through the Platform. Use the Platform to process data relating to pupils who are not Authorised Users under the Customer's account.
The Customer retains all ownership and intellectual property rights in Customer Data, including pupil response data and progress records. We do not claim any ownership over Customer Data.
By using the Platform, the Customer grants us a limited licence to process Customer Data for the sole purpose of providing the Platform services to the Customer. This licence terminates upon account closure, subject to the data retention provisions in our Privacy Policy.
All intellectual property rights in the Platform, including the software, design, question content, lesson materials, algorithms, and documentation, are owned by Everybody Counts Ltd or its licensors. Nothing in these Terms transfers any intellectual property rights in the Platform to the Customer.
If the Customer or any Authorised User provides feedback, suggestions, or ideas about the Platform ("Feedback"), the Customer grants us a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, and incorporate that Feedback into the Platform or other products and services, without obligation to the Customer.
The parties agree that the Customer is the data controller and we are the data processor for pupil data processed through the Platform, within the meaning of UK GDPR.
Our obligations as data processor are set out in a separate Data Processing Agreement (DPA), which forms part of the agreement between us and is available at everybodycounts.co/dpa.html. By subscribing to the Platform, the Customer agrees to the terms of the DPA.
The Customer is responsible for: ensuring it has a lawful basis for sharing pupil data with us; obtaining any necessary parental or guardian consent required by applicable law (noting that UK GDPR does not generally require parental consent for educational data processing by schools); and ensuring that pupil data provided to us is limited to what is necessary for the Platform to function.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
This obligation does not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party without restriction; is received from a third party without restriction; or is required to be disclosed by law or court order (provided the disclosing party is given reasonable prior notice where permitted).
We warrant that: the Platform will perform materially in accordance with the documentation during the subscription period; we will provide the services with reasonable care and skill; and we will maintain reasonable security measures as described in our Privacy Policy.
The Customer warrants that: it has the authority to enter into these Terms; it will use the Platform only in accordance with these Terms and applicable law; and the Customer Data it provides does not infringe the rights of any third party.
Except as expressly stated in these Terms, the Platform is provided "as is" and we exclude all representations, warranties, conditions, and implied terms to the fullest extent permitted by law. We do not warrant that the Platform will be suitable for any specific educational purpose beyond its general design, that use of the Platform will result in any specific educational outcomes, or that the Platform will be compatible with all hardware and software configurations.
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 be excluded or limited by applicable law.
Subject to the above, our total aggregate liability to the Customer under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total subscription fees paid by the Customer in the 12 months preceding the event giving rise to the claim.
We shall not be liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of revenue, loss of profit, loss of data, or failure to achieve expected savings, even if we have been advised of the possibility of such loss.
The Customer may terminate the subscription at any time by providing 30 days written notice. Termination does not entitle the Customer to a refund of any fees already paid, except as described in the Refund Policy above.
We may terminate the subscription or suspend access to the Platform immediately if: the Customer breaches these Terms and fails to remedy the breach within 14 days of written notice; the Customer fails to pay any amount due and the failure continues for more than 14 days after written notice; or the Customer becomes insolvent or subject to administration, liquidation, or similar proceedings.
Upon termination of the subscription, all licences granted under these Terms cease immediately. The Customer may request export of Customer Data in CSV format within 30 days of termination. After 30 days, Customer Data will be deleted in accordance with our Privacy Policy.
These Terms are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with these Terms.
Before commencing any formal dispute resolution proceedings, the parties agree to attempt to resolve the dispute through good faith negotiation for a period of not less than 30 days.
These Terms, together with the Privacy Policy, Cookie Policy, and Data Processing Agreement, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, understandings, and representations.
We may amend these Terms from time to time. Material changes will be notified to customers by email to the registered account administrator at least 30 days before the change takes effect. Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms.
If any provision of these Terms is found by a court to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right under these Terms shall not constitute a waiver of that right.
For all notices under these Terms, please contact us at info@everybodycounts.co or at Everybody Counts Ltd, London, UK.