School Licence Terms

These terms are the agreement between your school and us for a Digital Shields school licence. We've written them in plain English. If anything is unclear, email support@digitalshields.co before you accept.

1. About these terms

• Us: Infinity X Investments Ltd, trading as Digital Shields, company number 16998775, registered in England and Wales. Registered office: Floor 2, Lakeside Tower, Lakeside Business Park, Walkmill Way, Cannock, Staffordshire, WS11 0XE. ICO registration ZC142619.
• You: the school (or the trust, for a licence a trust buys for its schools) named when the licence was bought or set up. Where a trust buys for its schools, these terms apply to each school the licence covers.
• How they're accepted: a school admin accepts these terms and our Data Processing Agreement on the school's behalf, when buying online or the first time they sign in to the schools portal, and confirms they are allowed to do so. We keep a record of who accepted, their role, which versions and when; your school admins can see it under Compliance.
• What's in the agreement: these terms, the Data Processing Agreement (the “DPA”), and any quote your school accepts for changes made for it. If they conflict, the DPA wins on anything about personal data, then these terms, then the quote.

2. Your licence

A licence lets everyone who works at or for your school use the Digital Shields schools portal and its resources for the school's own teaching, training and safeguarding, for 12 months from the day it starts, renewing each year. It covers the whole school, with unlimited staff accounts. Staff join with your school's access code; your school admins manage who has an account.

The licences and add-ons, and what each includes, are below (each licence includes everything in the one before it). Prices are per school, per year.

The resources in each licence are listed on our schools page. We keep improving the portal and its resources; we may update, replace or retire an individual resource, but we won't take away a feature your licence includes during the licence year without giving you something at least as good or a fair refund.

3. Fees, invoices and renewal

• Paying by card: you pay the year's fee when you buy, through Stripe's secure checkout, and the licence renews automatically each year on the same date, charged to the same card, until a school admin stops it in Billing. You can stop it renewing at any time before the renewal date; the licence then runs to the end of the year you've paid for.
• Paying by invoice or purchase order: we invoice the year's fee in advance and payment is due within 30 days of the invoice. Before each renewal we send a renewal invoice; tell us at least 30 days before the renewal date if you don't want to renew.
• Price changes apply from your next renewal, and we tell your school admins at least 60 days before it. You can then choose not to renew.
• Refunds: fees are for a whole licence year and aren't refunded for part of a year, except where these terms say so (sections 4, 13 and 18) or the law requires it.
• If a renewal payment fails or an invoice isn't paid on time, see section 12.

4. Upgrades and other changes to your licence

• Upgrading mid-year: a school admin can move to a higher licence at any time in Billing. You pay only the difference for the rest of the current licence year, and everything in the new licence unlocks straight away. From your renewal date you pay the higher licence's fee.
• Add-ons can be added in Billing for the rest of the licence year in the same way, and renew with your licence.
• Moving to a lower licence takes effect from your next renewal. Tell us, or change it in Billing, before your renewal date. Records your school made with a feature the lower licence doesn't include are kept and stay in your data export.

5. Using the portal

Your school's staff may use the portal and its resources for the school's own teaching, staff training, safeguarding and leadership, including sharing resources with your pupils and their parents and carers as part of that teaching. Your school must not, and must make sure its staff don't:

• share the access code, or their sign-in, with anyone who doesn't work at or for the school;
• sell, publish or share the resources outside the school (for example on a public website or a resource marketplace), or use them to build a competing product;
• try to get into accounts, schools or data they aren't meant to see, test or disrupt our security, or copy the portal's content in bulk by automated means;
• upload anything unlawful, harmful or that they don't have the right to share, or put personal data into the portal other than in the way it asks for (see section 7).

Pupils use only the parts of the portal made for them (the careers area, if your school has Careers), with the accounts your school gives them.

6. Changes made for your school

A school licence includes free changes made only for your school each licence year: 1 on Starter Shield, 2 on Full Shield and 3 on Complete Shield, plus 2 with the All subjects add-on and 1 with the Careers add-on.

• A change counts only when we accept it as one of your free changes. Suggestions that would improve the Service for every school are always free and never count.
• A free change is a small change: one we can make in about a day. We decide what counts as a small change.
• Bigger changes, and any change once your free changes are used, are quoted at a fixed price before any work starts. Nothing is charged unless a school admin accepts the quote in the portal; we then send an invoice.
• Free changes are for one licence year (the 12 months from the start or renewal of your licence) and don’t roll over. If a change we included is withdrawn or stopped before it is done, the free change is given back.
• We may decline any change, including one that would affect other schools, the security of the Service, or our compliance with the law.

Accepted quotes are invoiced when the school admin accepts and are due within 30 days of the invoice.

7. Your school's responsibilities

Your school:

• is the controller of the personal data it puts into the portal, and is responsible for having a lawful basis for it, telling staff, pupils and parents about it (our schools privacy notice can help), and answering their requests about it, with our help;
• keeps the data it enters accurate and limited to what the portal asks for: pupils' names only where the portal asks for them, no special category data in free text, and pupil usernames or initials (never full names) in filtering records and notes;
• is responsible for its own staff's use of the portal, removes accounts promptly when someone leaves, and keeps its school admins' contact details up to date (we send important notices, including about data breaches and changes to these terms, to them);
• keeps its own devices, networks and passwords secure, and turns on two-step verification for its admins;
• follows its own safeguarding procedures. The portal supports safeguarding work but doesn't replace your school's designated safeguarding lead or its duty to act on concerns.

8. Availability and service levels

• Availability. We aim for the schools portal to be available at least 99.9% of the time between 07:00 to 19:00 UK time, Monday to Friday, in term time (“supported hours”), measured each calendar month. Term time means the school's own term dates, or, if the school hasn't told us them, the term dates of its local authority (or, for an independent school, 1 September to 31 July, less two weeks at Christmas and two at Easter).
• Planned maintenance happens outside supported hours, and we tell your school admins at least 5 working days before. Planned maintenance done this way doesn't count against availability.
• Incidents. If the portal is unavailable or seriously degraded during supported hours, we email your school admins within 30 minutes of confirming it, and keep it updated until it is fixed.
• Service credits. If availability in supported hours falls below 99.9% in a month, your school gets a credit of 5% of that month's share of your licence fee (a twelfth of the annual fee) for each full hour below the commitment, up to one month's share in any month. Ask for it within 30 days of the end of the month; we take it off your next renewal invoice. Credits are your school's remedy for missed availability, unless the outage was caused by our breach of the data processing agreement or our deliberate default.
• What doesn't count: problems caused by your school's own network, devices or filtering; by misuse of the portal; by events outside our reasonable control (section 15); or by suspension under section 12. Outages of the threat alert emails, AI drafting or MIS sync alone don't count, as long as the rest of the portal works.

9. Support and security

Email support@digitalshields.co for help. We aim to reply within one working day during term time. We protect your school's data with the measures in Annex II of the DPA, keep our Cyber Essentials certification current, and tell your school admins about any personal data breach affecting your school as the DPA says.

10. Data protection

Our Data Processing Agreement (version 2.0) is part of these terms. Your school's admins can open it, with its annexes (what we process, our security measures and our sub-processors), from Compliance in the portal, and print it if your school wants a signed copy for its records. In it, your school is the controller and we are its processor for the personal data in the schools portal. If anything in these terms conflicts with the DPA about personal data, the DPA wins.

We are the controller only for the information we need to run our business with your school (such as billing contacts and correspondence), as our schools privacy notice explains.

11. Confidentiality

Each of us keeps the other's confidential information confidential and uses it only for the licence. This doesn't apply to information that is public (other than through a breach of these terms), or that the law, a court or a regulator requires to be disclosed. Your school's data is also protected by the DPA.

12. Suspension

• Unpaid fees: if a renewal payment fails or an invoice is more than 30 days overdue, we may suspend the licence. Staff then can't sign in; your school admins still can, to sort out payment. Paying restores access straight away.
• Misuse or security: we may suspend an account, or the licence, at once if it's needed to stop a security threat or serious misuse, or if the law requires it. We tell your school admins why as soon as we can, and restore access as soon as the problem is dealt with.
• A school that stays suspended for 11 months is treated as ended (section 14).

13. Ending the licence

• Your school can stop the licence renewing at any time (section 3). A school admin can also close the school's account straight away from Account in the portal; that ends the licence at once, with no refund, and starts the deletion clock in section 14.
• Either of us can end the licence by notice if the other seriously breaks these terms and doesn't put it right within 30 days of being asked to.
• If we end it because we stop offering the service, we give at least 90 days' notice and refund the fees for the unused part of the licence year.
• If your school objects to a new sub-processor on reasonable data protection grounds and we can't resolve it, your school can end the affected part of the licence as the DPA says, with a refund for the unused part of the year.

14. Your data when the licence ends

Your school's data belongs to your school. A school admin can download all of it at any time from Compliance (Export your school's data). When a licence ends, this is what happens, automatically:

1. Your licence end date is the last day you've paid for (for card payments, the end of the paid year; for invoiced, granted or pilot licences, the date we agreed).
2. For 30 days after it, nothing changes: your staff can still sign in, and you can renew or download your data.
3. Then the school is cancelled. Staff can't sign in any more. Until deletion, a school admin can still ask us for your school's data export by emailing support@digitalshields.co.
4. 30 days after it was cancelled, everything is deleted: every account, record and file your school kept in the portal. We email every school admin 30 days and 7 days before. Our encrypted backups are kept for 30 days, so copies in them are gone within 30 days of deletion.

The same deletion follows 30 days after a school admin closes the account (section 13), and 12 months after a licence was suspended unless it is renewed. Until deletion, if your school renews (email support@digitalshields.co), we restore everything. Deletion is permanent: we can't recover anything afterwards. This is how we return or delete your data at the end of the service under the DPA.

15. Events outside our control

Neither of us is responsible for a delay or failure caused by something outside our reasonable control, such as a failure of the internet or of a supplier's systems we couldn't reasonably avoid, a cyber attack despite the security measures in the DPA, or extreme weather. The one affected tells the other promptly and does what it reasonably can to limit the effect. This doesn't excuse late payment, or our duties under the DPA.

16. Intellectual property

• Ours: we (or our licensors) own the portal, its software and its resources: lesson packs, slides, worksheets, CPD modules, guidance and the rest. The licence gives your school a non-exclusive, non-transferable right to use, print and adapt them for the purposes in section 5 while the licence lasts. Copies your school made during the licence (for example lessons it delivered, or certificates and evidence for inspection) can be kept for its records afterwards.
• Yours: your school owns what it puts into the portal. You give us the right to use it only to provide the service, as the DPA allows.
• Suggestions: if staff suggest improvements, we may use the ideas to improve Digital Shields for everyone, without owing anything for them. We never use your school's personal data to do so.

17. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn't allow to be limited. Nor does it limit your school's duty to pay the fees.

Neither of us is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill.

Each party's total liability to the other under or in connection with the licence in any licence year is limited to the fees your school paid us in the 12 months before the event that caused the claim, except as set out below.

Data protection. For claims that arise from our breach of the data processing agreement or of data protection law in handling your school's data, our total liability is limited to the greater of £25,000 and 3 times the fees your school paid us in the 12 months before the event. This covers your school's reasonable costs of investigating, notifying people and the ICO, and putting things right, and any compensation or fines your school has to pay, to the extent the law allows them to be recovered.

These limits apply however the claim arises, including in negligence. Service credits under section 8 count towards them.

18. Changes to these terms

We may update these terms or the DPA, for example when the law or the service changes. We give your school admins at least 30 days' notice by email, and the portal shows what is changing. From the day the new version takes effect, a school admin is asked to accept it when they next sign in. If your school doesn't want to accept the change, a school admin can tell us before it takes effect and end the licence, and we refund the fees for the unused part of the licence year. Changes needed urgently by law may take effect sooner; we tell you as soon as we can.

Earlier versions are available from support@digitalshields.co.

19. General

• Notices to your school go to its school admins' email addresses in the portal; notices to us go to support@digitalshields.co (or dpo@digitalshields.co for data protection).
• We may use subcontractors (for data, only the sub-processors the DPA allows) and remain responsible for them. Neither of us may transfer the agreement without the other's consent, except that we may transfer it to a business that takes over the service, on the same terms, with notice to your school.
• If part of these terms can't be enforced, the rest still applies. Not enforcing a right straight away doesn't mean giving it up.
• This is the whole agreement about the licence; it replaces anything said before. Nobody else has rights under it (the Contracts (Rights of Third Parties) Act 1999 doesn't apply), except that a trust's schools can rely on it for their own licence.

20. Law and disputes

These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction, except that a school in Scotland or Northern Ireland may bring proceedings in its own courts. Before going to court, we'll both try to settle any dispute by talking: email support@digitalshields.co and a director will get back to you within 10 working days.

21. Contact

Support and billing: support@digitalshields.co
Data protection: dpo@digitalshields.co (handled by the company director responsible for data protection)
Infinity X Investments Ltd, trading as Digital Shields. Company number 16998775, registered in England and Wales. Registered office: Floor 2, Lakeside Tower, Lakeside Business Park, Walkmill Way, Cannock, Staffordshire, WS11 0XE.