This Institutional Services Agreement (the
“Agreement”) is entered into between:
Oxford Academy of English LTD
(“Provider”), and
The educational institution purchasing
services (“Client”).
The Provider will deliver educational programmes, curriculum design, AI-assisted writing tools, teacher training, workshops, and consultancy services as agreed in an Order Form.
Details of deliverables, timelines, and service levels will be specified in each Order Form.
The Agreement begins on the Start Date
stated in the Order Form.
Unless otherwise stated, the Agreement
renews annually unless terminated with 60 days’ notice.
Fees are set out in the Order Form or
proposal.
Invoices are payable within 30 days
unless otherwise agreed.
Late payment may result in service
suspension.
Client and its authorised users receive a
limited, non-transferable licence to access the Provider’s digital platform and
AI tools.
AI-generated content may include errors;
the Client remains responsible for verifying output.
Both parties will comply with the UK GDPR and Data Protection Act 2018.
Where the Provider processes personal data on behalf of the Client, a Data Processing Agreement (DPA) will apply.
The Provider will implement appropriate technical and organisational measures to protect personal data.
The Provider retains ownership of all curriculum materials, software, AI systems, and digital content.
Client receives a limited licence to use provided materials for internal educational purposes only.
Client must not copy, resell, distribute, or modify Provider content without written consent.
Both parties will keep confidential all non-public information obtained through the Agreement.
Confidentiality obligations survive termination for five (5) years.
The Client acknowledges its statutory and regulatory responsibility for safeguarding children, young people, and vulnerable adults who access the Provider’s services under this Agreement.
The Provider agrees to design and deliver services in a manner that supports safe and appropriate use by students, including implementation of reasonable technical measures to reduce exposure to harmful content, unsafe AI outputs, or inappropriate digital interactions.
The Client is responsible for:(a) supervising student access to the Platform;(b) monitoring activity and reviewing AI outputs;(c) ensuring compliance with Keeping Children Safe in Education (KCSIE), the Prevent Duty, and other applicable safeguarding obligations;(d) ensuring staff using the Platform are trained in safeguarding and online safety.
Both parties agree to cooperate promptly on any safeguarding concerns raised in connection with the services. Where the Provider becomes aware of a safeguarding risk, it may suspend access pending investigation.
The Provider does not act as the primary safeguarding authority for students; this responsibility rests with the Client as the educational institution or parent/guardian.
The Provider warrants that services will be
delivered with reasonable skill and care.
The Provider does not warrant that
AI-generated content will be accurate, complete, or compliant with assessment
requirements.
The Client shall indemnify the Provider
against claims arising from misuse of the Platform or breach of this Agreement.
The Provider shall indemnify the Client
for claims arising from infringement of intellectual property rights by its
materials.
The Provider is not liable for indirect or
consequential losses, including loss of profits or data.
Liability for all claims in any year is
limited to the total fees paid in that year.
Nothing in this Agreement limits
liability for fraud, fraudulent misrepresentation, or death/personal injury
caused by negligence.
Either party may terminate for material
breach not remedied within 30 days.
Either party may terminate if the other
becomes insolvent.
On termination, access to all services
and platforms will cease.
This Agreement is governed by the laws of
England and Wales.
The courts of England and Wales shall
have exclusive jurisdiction.
