Clear terms
for schools.

1

The agreement

1.1 These terms apply when a school uses My Language Brain (“MLB”, “the Service”), the online language-practice service operated by Noah Price and Nick Miller, trading as My Language Brain (“we”, “us”). The school named in the Order Form is “the School”.

1.2 The agreement is made up of: (a) the Order Form, which records the School, its contacts, the start date, the length of any trial or subscription, the modules included and any fees; (b) the Data Processing Agreement; and (c) these terms. If they conflict, the Order Form prevails, then the Data Processing Agreement on anything to do with personal data, then these terms.

1.3 The agreement starts when both parties have confirmed the Order Form in writing, which may be by email from an authorised person at the School.

2

Using MLB

2.1 We grant the School a non-exclusive, non-transferable right, for the length of the agreement, to let its staff and pupils (“Authorised Users”) use the Service for the School's educational purposes. There is no limit on the number of the School's own staff and pupils who may use it.

2.2 The right is for the School only. Accounts and class codes must not be shared with other schools or organisations, and the Service must not be resold or provided to anyone else.

2.3 The School decides which of its staff are teachers on MLB and which pupils and classes use it, and tells us promptly when a teacher leaves so their access can be removed.

3

Trials

3.1 Where the Order Form describes a trial, the Service is provided free of charge for the trial period shown, so the School can evaluate it in real lessons.

3.2 Either party may end a trial at any time on 14 days' written notice.

3.3 A trial never turns into a paid subscription automatically. A subscription starts only if the School places a new or updated Order Form.

3.4 At the end of a trial, the School's information is returned or deleted as set out in the Data Processing Agreement, unless the School moves to a subscription and asks us to keep it.

4

Subscriptions, fees and payment

4.1 Unless the Order Form says otherwise, a subscription lasts 12 months from its start date.

4.2 Subscriptions do not renew automatically. Before the end of each subscription we will contact the School about renewal, and a new term starts only if the School agrees.

4.3 Fees are those stated in the Order Form. We invoice annually in advance at the start of the subscription. Fees are exclusive of VAT, which will be added where applicable.

4.4 Invoices are payable within 30 days. If an invoice is unpaid 14 days after we have sent a reminder, we may suspend access until it is paid. We may charge interest on late payments at the rate allowed by the Late Payment of Commercial Debts (Interest) Act 1998.

4.5 Fees for a subscription term are fixed for that term. Any price change applies only from the next term, and we will tell the School before it decides whether to renew.

4.6 Fees are not refundable if the School stops using the Service part-way through a term, except where the School ends the agreement because of our material breach under clause 11.3, when we will refund fees for the unused part of the term.

5

Our commitments

5.1 We will provide the Service with reasonable skill and care, and keep its content accurate and aligned to the exam specifications it covers.

5.2 We aim for the Service to be available at all times, apart from planned maintenance, which we will schedule outside lesson times wherever possible. As an online service it depends on internet and third-party infrastructure, so we cannot promise that it will never be interrupted.

5.3 We will provide support by email at noah.price@mylanguagebrain.com and aim to reply within two working days during school terms. Faults that stop classes using the Service are handled first.

5.4 Automated marking and AI suggestions are learning aids. They are designed to be accurate but can occasionally be wrong, and they are not a substitute for a teacher's judgement or a guarantee of examination results.

6

The school's commitments

6.1 The School will: ensure Authorised Users follow the acceptable-use rules in clause 7; keep teacher accounts and pupil PINs secure and tell us promptly of any suspected misuse; provide pupils and families with privacy information about its use of MLB, for which our Privacy Notice may be used; and supply only the pupil information the Service needs.

6.2 The School is responsible for its own devices, network and internet connection, and for supervising pupils' use of the Service in line with its own policies.

7

Acceptable use

Authorised Users must use MLB only for learning and teaching, and must not: use another person's account or share their own; try to get around security or access restrictions; disrupt, overload or attempt to copy the Service; upload anything unlawful, offensive, harmful or that they do not have the right to use; or use the Service to bully or harass anyone. We may remove content that breaks these rules, and will tell the School if we do.

8

Content and intellectual property

8.1 We own the Service and its content, including our software, exercises, word lists, model answers, audio and designs. Nothing in the agreement transfers these rights to the School. Authorised Users may print or save material from the Service for use within the School.

8.2 The School keeps all rights in what its staff and pupils create, including pupils' answers and teachers' own lists, questions and homework. The School gives us permission to store and process this content only as needed to provide the Service to the School.

8.3 We may use anonymous, aggregated statistics about how the Service is used, which do not identify any person or school, to maintain and improve it.

8.4 We will never sell School content or use it, or any personal data, to train AI models.

8.5 Suggestions the School makes about improving MLB may be used by us freely, without obligation.

9

Personal data

For personal data about the School's staff and pupils processed through the Service, the School is the controller and we are its processor. Our Data Processing Agreement forms part of the agreement and sets out how we protect, use, return and delete that data. Personal data we hold for our own purposes is described in our Privacy Notice.

10

Changes to MLB and these terms

10.1 We improve MLB continually and may add, change or retire features. We will not make a change during a subscription term that materially reduces what the School has paid for.

10.2 We will not start using personal data in a new way, add a supplier that processes School personal data, or introduce a new AI feature for pupils without telling the School in advance, as set out in the Data Processing Agreement.

10.3 We may update these terms by giving the School 30 days' notice by email. If an update is materially to the School's disadvantage, the School may end the agreement before it takes effect and receive a refund of any fees for the unused part of the term.

11

Suspension and ending the agreement

11.1 We may suspend access for particular users, or more widely if necessary, where this is needed to deal with a security threat, unlawful use or a serious breach of clause 7. We will keep any suspension as limited and short as possible and tell the School straight away, with our reasons.

11.2 A trial may be ended under clause 3.2. A subscription ends at the end of its term unless renewed.

11.3 Either party may end the agreement immediately by written notice if the other commits a material breach that it has not remedied within 14 days of being asked to, or becomes insolvent.

11.4 When the agreement ends, access to the Service stops, and the School's information is returned or deleted in line with the Data Processing Agreement. Clauses 8, 12 and 13, and any others intended to continue, remain in force.

12

Liability

12.1 Nothing in the agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

12.2 Neither party is liable to the other for indirect or consequential loss, or for loss of profits, revenue or anticipated savings.

12.3 Subject to clauses 12.1 and 12.2, each party's total liability arising from the agreement in any 12-month period is limited to the greater of (a) the fees paid or payable by the School in that period and (b) £5,000.

13

General

13.1 Notices. Notices under the agreement may be given by email to the contacts named in the Order Form, and to us at noah.price@mylanguagebrain.com.

13.2 Events beyond control. Neither party is responsible for delay or failure caused by events beyond its reasonable control. If such an event stops the Service for more than 28 days, the School may end the agreement and receive a refund of fees for the unused part of the term.

13.3 Transfer. The School may not transfer the agreement without our consent, which we will not unreasonably withhold. We may transfer it to a company established to carry on the My Language Brain business, or to a buyer of that business, by telling the School in writing; the School's rights under the agreement, including under the Data Processing Agreement, will be unaffected.

13.4 Whole agreement. The agreement is the whole agreement between the parties about its subject. Each party confirms it has not relied on anything not set out in it. A term that is found invalid does not affect the rest.

13.5 Third parties. No one other than the School and us has any right to enforce the agreement.

13.6 Law. The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.