FLEX Toolkit: Non-Exclusive Licence Agreement

This licence, effective on the date on which you click “I Agree” ("Effective Date") is between the University of Exeter of Northcote House, The Queen’s Drive, Exeter, EX4 4QJ (the "University") and the person or organisation identified in the Confirmation Email (the "Licensee"). By clicking “I Agree”, the Licensee confirms that they have read, understood, and agree to be bound by the terms of this Agreement.

WHEREAS

(1) the University has agreed to grant to the Licensee a licence to use the materials and associated intellectual property rights described in Schedule 1 (the “Toolkit”).

(2) The University has sent to the Licensee an email (the “Confirmation Email”) setting out the key commercial and administrative details of the Licence, including, without limitation:

a. the identity and contact details of the Licensee;

b. the applicable annual licence fee and any associated payment terms;

c. the number of authorised users (if applicable);

d. the login credentials, access instructions, and any technical requirements for accessing the Toolkit; and

e. any other information reasonably required to enable the Licensee to access and use the Toolkit in accordance with this Agreement.

The Confirmation Email forms part of this licence and is incorporated by reference.

IT IS HEREBY AGREED as follows:

1. In consideration for of the Licensee agreeing to abide by the terms of this licence, and to the extent the University has any rights, title or interests subsisting in the Toolkit, the University hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive, royalty-free, non-transferable, licence to use the Toolkit for non-commercial, internal educational purposes and subject to the terms and conditions of this Agreement.

2. The University reserves the right to use the Toolkit for all purposes including but not limited to teaching and research purposes, and to license the Toolkit and associated intellectual property to third parties.

3. All intellectual property rights in the Toolkit, including all templates, tools and underlying materials, remain vested in the University. The Licensee retains ownership of all data submitted and entered into the Toolkit (“Licensee Data”) and grants the University a licence to use such Licensee Data for the purpose of providing the Toolkit. The Licensee may use the Toolkit to the extent that the Toolkit expressly invite or require the Licensee to do so modify the Toolkit incorporating Licensee Data (“Permitted Adaptations”). To the extent that any Permitted Adaptations incorporate Licensee Data, the Licensee shall retain ownership of such Licensee Data as incorporated in the Permitted Adaptations. For the avoidance of doubt, no ownership rights are transferred to the Licensee in any part of the Toolkit or the underlying materials embodied in the Permitted Adaptations.

4. Except as expressly set out in this licence or as permitted by applicable law the Licensee undertakes and shall procure that its employees shall not:

a. Attempt to copy, duplicate, adapt, add to, modify, create derivative works from, incorporate into other works, or distribute all or any portion of the Toolkit except for Permitted Adaptations;

b. Use the Toolkit for commercial use.

c. Rent, lease, sub-license, assign, sell, encumber, loan, translate, merge, adapt, vary or modify the Toolkit save for Permitted Adaptations;

d. Save as permitted in clause 4, use the Toolkit on behalf of or make it available to any third party nor allow or permit a third party to do so;

e. Remove or alter any copyright or other proprietary notice on any of the Toolkit; or

f. Access or use all or any part of the Toolkit in order to build a product or service which competes with the Toolkit;

5. The Licensee may share the Toolkit, including any Permitted Adaptations, only with the following categories of individuals, provided they are accessing the Materials solely for the Licensee’s internal educational purposes: employees of the Licensee; students enrolled with the Licensee; and parents or guardians of those students, where access is reasonably required to support the student’s learning. The Licensee must ensure that all such individuals:

a. Access the Materials only through the Licensee’s controlled environment (e.g., its learning platform or internal systems)

b. Do not further copy, distribute, or share the Toolkit outside the Licensee’s organisation

c. Comply with the terms of this Agreement

6. The Licensee shall submit if requested to the University one (1) written progress report at the end of the first year following the Effective Date describing how the Toolkit has been used and the benefits or any challenges generated therefrom. Beyond the first year and upon the University’s reasonable request, and no more than annually, the Licensee will provide further reports detailing the benefits from use of the Toolkit, as necessary or desirable to enable the University to monitor and demonstrate the impact of its research. Such reports shall not contain Personal Data unless otherwise agreed in writing between the parties.

7. Subject to clause 7, the University shall continue to make all decisions in relation to protection and maintenance of any registered intellectual property rights (if any) relating to the Toolkit and to pay all costs and expense in relation thereto. The Licensee acknowledges and accepts that the University will not be obliged whatsoever to register protection, prosecute or maintain any patents or patent applications or any other registerable intellectual property rights for the Toolkit or its further development or cover or reimburse any payments made by the Licensee or any third party in respect thereto.

8. Term and Termination

a. The licence is granted for a fixed term of one (1) year from the Effective Date. Continued access to the Toolkit after the said term shall require a renewal of this licence and payment of the applicable fee.

b. Upon termination of this Agreement, the Licensee’s right to access the Toolkit through shall cease.

c. Upon termination or expiry of this Licence (unless renewed), the Licensee must immediately cease all use of the Toolkit and delete or destroy all copies in its possession, except for copies required to be retained by law.

9. Updates and Changes

a. The University may from time to time update, modify, enhance, replace, or withdraw any part of the Toolkit. The University does not guarantee that any particular component, feature, or item of content will remain available for the duration of this licence.

b. Where the University makes a material change to the Toolkit or to this licence, it will use reasonable efforts to notify the Licensee. Continued use of the Toolkit after such notification will constitute acceptance of the updated Toolkit or updated terms.

10. The University gives no warranty in relation to the Toolkit (including any warranty as to whether the Toolkit or any of the intellectual property rights subsisting in the same will infringe any third party rights, whether any of the patents is or will be valid or subsisting or in the case of any patent applications that it will proceed to grant), or the uses to which the Toolkit may be put by the Licensee, the fitness or suitability for any particular purpose or under any special conditions notwithstanding that any such purpose or special conditions may be known to the University. Specifically the Licensee acknowledges that the Toolkit is not a medical device, does not provide medical advice and is not intended to diagnose, prevent, treat, monitor or manage Attention Hyper Deficit Disorder or any other medical condition. The Licensee acknowledges that it has satisfied itself on the foregoing matters and use of the Toolkit is entirely at its own risk. All conditions and warranties, express or implied, arising under statute or common law, are hereby excluded.

11. The University shall not be liable to the Licensee for any indirect, consequential or special losses or any loss of profits (direct or indirect) arising directly or indirectly from the University’s breach of this Agreement or from any liability arising out of the subject matter of this Agreement even if the Licensee has advised the University of the possibility of those losses arising, or if such losses were within the contemplation of the parties. Notwithstanding the foregoing, nothing in this Agreement limits or excludes the University’s liability for death or personal injury caused by its negligence, or for fraud or for any sort of liability that, by law, cannot be limited or excluded.

12. To the extent that the University processes Personal Data on behalf of the Licensee in connection with the provision of the Toolkit, the parties shall comply with the Data Processing Agreement set out at Schedule 2. In the event of any conflict between this Agreement and the Data Processing Agreement in relation to the processing of Personal Data, the Data Processing Agreement shall prevail.

13. This Agreement is governed by, and shall be construed in accordance with, English law and the parties agree to submit to the exclusive jurisdiction of the English courts, save that nothing shall prevent either party from seeking injunctive relief in any court of competent jurisdiction.

14. The individual clicking “I Agree” on behalf of the Licensee warrants and represents that they have full authority to bind the Licensee to this Agreement and to commit the Licensee to the obligations set out herein. The University may rely on this representation without further enquiry.

By clicking “I Agree”, The Licensee confirms it’s/their acceptance of the terms of this Agreement and enters into a legally binding contract with the University.

SCHEDULE 1

The Toolkit means the Tools for Schools Flex toolkit as updated or modified by the University from time to time, hosted at https://toolsforschools.info/ for which the Licensee has (in the Confirmation Email) been issued a username and password with which to login and access. The Toolkit shall include, without limitation:

1. Platform and Access Environment

a. The password‑protected website, portal, or digital environment through which the Toolkit is accessed

b. All underlying software, code, databases, structures, and navigation frameworks supporting the Toolkit

c. Any dashboards, menus, user interfaces, or interactive components

2. Guidance and Written Materials

d. Written guidance, explanatory notes, frameworks, and best‑practice recommendations

e. Behavioural support strategies, conceptual models, and interpretive materials

f. Policy‑style documents, implementation notes, and contextual explanations

3. Resources and Downloadable Materials

g. Templates, worksheets, checklists, planning tools, and activity sheets

h. Printable or downloadable documents, including PDFs, text files, or other formats

i. Any supplementary materials intended to support classroom practice or staff development

4. Tools and Interactive Features

j. Practical tools designed to assist teachers in understanding, supporting, and managing students

k. Interactive exercises, reflective tasks, or structured activities

l. Any embedded calculators, decision‑support tools, or scenario‑based modules

5. Training and Learning Content

m. Training modules, structured learning sequences, and professional‑development resources

n. Case studies, examples, scenarios, and illustrative materials

o. Videos, audio files, animations, or other multimedia content (if and when provided)

6. Updates and Additional Content

p. Any updates, enhancements, modifications, new materials, or additional content made available by the University during the term of this licence

q. Any successor or replacement content that the University elects to provide in place of existing materials

7. Exclusions

For clarity, the Toolkit does not include any third‑party platforms or tools not expressly provided within the University’s login‑protected environment

SCHEDULE 2

DATA PROCESSING

1. Roles of the Parties

To the extent that any Personal Data is processed through the Toolkit, the parties acknowledge that the Licensee shall act as Controller and the University shall act as Processor, each as defined in Data Protection Legislation.

The University shall process Personal Data solely for the purpose of providing access to and functionality of the Toolkit and in accordance with the documented instructions as set out in this Agreement and as may otherwise be agreed in writing between the parties from time to time; or as required by applicable law.

If the University determines the purposes and means of any processing otherwise than in accordance with this Agreement, the University shall be a controller in respect of that processing.

2. Definitions

For the purposes of this Schedule, the following terms shall have the following meanings:

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” (and “Process” and “Processed”), “Special Category Data” and “Supervisory Authority” shall have the meanings given to them in Data Protection Legislation.

“Data Protection Legislation” means all applicable laws relating to the processing of Personal Data and privacy, including: (a) the UK GDPR; (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (d) any legislation that replaces, extends, re-enacts, consolidates or amends any of the foregoing, in each case as amended from time to time.

“UK GDPR” means the retained EU law version of Regulation (EU) 2016/679 as incorporated into the laws of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

3. Description of Processing

Category	Description
Subject matter of processing	Provision, hosting, maintenance and support of the Toolkit
Nature of processing	Collection, recording, organisation, storage, retrieval, consultation, transmission and deletion of Personal Data entered into the Toolkit
Purpose of processing	To enable the Licensee to utilise the Toolkit and record information relating to pupils and educational support activities
Duration	The Term of this Agreement and any period required for secure deletion or return of Personal Data
Data subjects	Employees, workers and authorised users of the Licensee; pupils and students whose information is recorded in the Toolkit
Personal Data	Names; email addresses; educational information; learning support information; observations relating to a pupil's strengths, interests and areas of challenge; and other Personal Data entered by authorised users of the Licensee
Special Category Data	To the extent that information relating to a pupil's strengths, interests, support needs or areas of challenge constitutes health data or other Special Category Data. Under UK GDPR, data concerning health is special category data and requires additional protections and a valid Article 9 processing condition - Article 9 - Article 9(2)(g) UK GDPR (substantial public interest), together with Schedule 1 DPA 2018 safeguarding-related provisions.

4. Controller Responsibilities

The Licensee warrants and undertakes that:

(a) it shall comply with Data Protection Legislation in relation to the collection, use and disclosure of Personal Data entered into the Toolkit;

(b) it has authority to process and disclose all Personal Data entered into the Toolkit, including any Personal Data relating to children, and that such processing complies with Data Protection Legislation and any applicable education-sector requirements.

(c) it shall ensure that Personal Data entered into the Toolkit is limited to that which is reasonably necessary for the educational purposes for which the Toolkit is being used;

(d) it shall not enter information which is excessive, irrelevant or unlawful to process and shall take reasonable steps to ensure that special category personal data is only entered where necessary and lawful.

(e) it shall not enter medical records, clinical reports, NHS numbers or other detailed health information into the Toolkit.

(f) it shall identify and document an appropriate lawful basis for processing such Personal Data;

(g) where required by Data Protection Legislation, it shall identify and document an appropriate condition for processing Special Category Data;

(h) it shall provide all necessary privacy information to data subjects;

(i) where consent is relied upon as a lawful basis or condition for processing, it shall obtain and maintain such consent;

(j) it is entitled to provide the Personal Data to the University for the purposes contemplated by this Agreement;

(k) Personal Data entered into the Toolkit shall be accurate, relevant and limited to what is necessary for the educational support purposes for which the Toolkit is used;

(l) user accounts shall only be provided to authorised members of staff and shall be removed or disabled promptly when no longer required;

(m) passwords and account credentials shall be kept confidential and not shared; and

(n) the Licensee shall be responsible for determining retention periods and deleting records through the Toolkit where such functionality is available.

5. Processor Obligations

The University shall:

(a) process Personal Data only on the documented instructions of the Licensee;

(b) ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;

(d) notify the Licensee if, in the University's reasonable opinion, an instruction infringes Data Protection Legislation;

(e) assist the Licensee, taking into account the nature of processing and information available to the University, in responding to requests from data subjects;

(f) assist the Licensee with personal data breach notifications, data protection impact assessments and consultations with supervisory authorities where reasonably required; and

(g) at the choice of the Licensee, delete or return Personal Data upon termination of this Agreement unless retention is required by law.

6. Security of Personal Data

The University shall implement and maintain appropriate technical and organisational measures to protect Personal Data processed through the Toolkit against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.

Such measures shall include, as appropriate:

(a) user authentication through unique usernames and password-protected accounts;

(b) role-based access controls restricting users to information required for their authorised functions;

(d) secure hosting and storage environments with access limited to authorised personnel;

(e) procedures for the regular monitoring, review and testing of security controls;

(f) secure backup and recovery processes designed to maintain the availability and resilience of services;

(g) logging and monitoring of administrative access where appropriate;

(h) staff training and confidentiality obligations for personnel with access to Personal Data; and

(i) processes for identifying, reporting and managing personal data breaches in accordance with Data Protection Legislation.

The University shall take reasonable steps to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.

7. Personal Data Breaches and Data Subject Requests

The University shall notify the Licensee without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed under this Agreement.

Such notification shall include, insofar as information is available:

(a) the nature of the breach;

(b) the categories of data affected;

(d) measures taken or proposed to address the breach.

(e) The Licensee shall notify the University without undue delay of any suspected security incident, unauthorised access or Personal Data Breach relating to the Toolkit.

The Controller shall be responsible for responding to requests from data subjects exercising their rights under Data Protection Legislation. If the Processor receives any such request directly, it shall promptly notify the Controller and shall not respond except on the Controller's documented instructions or where required by law.

8. Sub-processors and Audit

The University shall not appoint a sub-processor without prior written authorisation from the Licensee. The Licensee acknowledges and authorises the University's use of Amazon Web Services or any replacement provider notified to the Licensee as a sub-processor for hosting and associated infrastructure services.

Where a sub-processor is authorised, the University shall ensure that equivalent data protection obligations are imposed upon it and shall remain responsible for its performance.

Upon reasonable written notice, the University shall make available such information as is reasonably necessary to demonstrate compliance with this Schedule and permit reasonable audits by the Licensee, provided that such audits do not unreasonably interfere with the University's operations or compromise the security or confidentiality obligations owed to other customers.