TERMS OF USE FOR THE DEESHA PLATFORM 

IMPORTANT – PLEASE READ CAREFULLY

Your right to access and use the Deesha platform (Platform) is subject to your acceptance of the terms set out below (these Platform Terms) on behalf of both yourself and the legal entity for which you work or represent as an employee, partner, director, principal, contractor or otherwise.  

1. Information about us 

   1.1 In these terms of use: 

   1.1.1 references to we, us or our means Ei Square Limited, a private limited company (company number 06646587) whose registered office is at 1 Minster Court, Tuscam Way, Camberley, Surrey, GU15 3YY; 

   1.1.2 references to you or your means the person accessing and using the Platform (as defined below); 

   1.1.3 references to the Platform means the information technology system owned or operated by us and through which the Services are made available by us to you from time to time;  

   1.1.4 SaaS Terms has the meaning given to it in Clause Error! Reference source not found.; and  

   1.1.5 references to the Services means the services that we make available to you via the Platform as more particularly described in the SaaS Terms. Your right to access and use certain Services will depend on the product tiering option that you choose as set out in the SaaS Terms.  

2. Terms of use  

   2.1 These Platform Terms (together with the documents referred to in it) tell you the terms and conditions on which you may use the Platform. Your use of the Services will be governed by our cloud software subscription terms and conditions which you will need to agree to as part of your use of the Platform (SaaS Terms). 

   2.2 By accessing the Platform (or any other website owned or operated by us or on our behalf), you are accepting and consenting to the practices described in these Platform Terms.  Use of the Platform includes accessing, browsing, or registering to use the Platform. 

   2.3 Please read these Platform Terms carefully before you start to use the Platform, as they will apply to your use of the Platform.  We recommend that you print a copy of these Platform Terms for future reference.   

   2.4 By using the Platform, you confirm that you accept these Platform Terms and that you agree to comply with them. If you do not agree to these Platform Terms, you must not use the Platform or the Services. 

   2.5 By clicking the “I Agree” button, you agree to be bound by these Platform Terms. 

3. Other applicable terms 

   3.1 The following terms also apply to your use of the Platform:  

   3.1.1 Our terms and conditions for the supply of the Services is set out in the SaaS Terms which you will access via the Platform;  

   3.1.2 Our privacy notice (the Privacy Statement), which is incorporated herein by reference and available here: [insert link], and explains how we handle your personal information as a controller. Additional privacy-related terms applicable specifically to your use of the Platform are also contained in these Platform Terms; and 

   3.1.3 The Data Processing Agreement, which explains how we handle your personal information as a processor (Data Processing Agreement). 

   3.2 In the event of any conflict or inconsistency between these Platform Terms, the Privacy Statement, the SaaS Terms and the Data Processing Agreement, the following order of precedence shall apply (to the extent of the conflict or inconsistency):  

   3.2.1 The Data Processing Agreement; 

   3.2.2 The SaaS Terms;  

   3.2.3 These Platform Terms; and 

   3.2.4The Privacy Statement.  

4. Changes and Updates

   4.1 We may amend these Platform Terms from time to time.  Every time you wish to use the Platform, please check these terms of use to ensure you understand the terms that apply at that time.  These Platform Terms were most recently updated in September 2024. No amendment or variation of these Platform Terms, or any policy or other terms referenced in these Platform Terms proposed by you shall be valid unless it is accepted in writing by both you and us.  

   4.2 We may update the Platform (and change the content on the Platform) from time to time.  We will try to give you reasonable notice of any major changes. 

5. Registration and login details 

   5.1 To use the Platform (and therefore access the Services), you will be required to complete an online registration form to open a Platform account. 

   5.2 When you have registered for the Platform, you will be provided with a user identification code or password and any other information as may be required as part of our security procedures (Login Details). You must treat such information as confidential and you must not disclose it to any third party.  

   5.3 We reserve the right to disable any Login Details, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Platform Terms. 

   5.4 If you know or suspect that anyone other than you knows your Login Details, you must promptly notify us at contact@deesha.ai.   

   5.5 You agree to provide true, accurate, current and complete information about yourself when using the Platform and you agree to keep this information up to date and accurate. 

   5.6 You are not permitted to communicate to any third party that you are using the Platform either before, during, or after your use has ceased, without our express written and specific consent. This includes, but is not limited to, communications to any organisations, media outlets, and existing or future customers. 

6. Accessing AND USE OF the Platform 

   6.1 We do not guarantee that the Platform (or any content on the Platform), will always be available or be uninterrupted.  Access to the Platform is permitted on a temporary basis.  We may suspend, withdraw, discontinue or change all or any parts of the Platform without notice.  We will (subject to the SaaS Terms) not be liable to you if for any reason the Platform is unavailable at any time or for any period. 

   6.2 We reserve the right to log, review, and otherwise examine any information stored on or passing through the Platform, including on our networks, servers, or systems and on our partners’ networks, servers or systems. We will only ever carry out these functions in connection with the provision or development of the Platform. 

   6.3 The Platform may only be used for your internal business purposes. 

   6.4 You agree that you remain responsible for your compliance with all legal and regulatory obligations when using the Platform. 

   6.5 Your involvement in and with the Platform does not create a joint venture, co-ownership, partnership or agency relationship between you and us. Neither you nor we will have the authority to incur, assume, or create, orally or in writing, any liability, obligation, or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other. 

   6.6 You agree that you shall:  

   6.6.1 not use or permit the use of the Platform to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; 

   6.6.2 not use or permit the use of the Platform in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity; 

   6.6.3 not use or permit the use of the Platform in any manner that may be unlawful or give rise to civil or criminal liability; 

   6.6.4 not use or permit the use of the Platform in any manner that is likely to damage, disable, overburden or impair the Platform or interfere in any way with the use or enjoyment of the Platform by others; 

   6.6.5 not use or permit the use of the Platform to introduce any malware or other malicious activity in to the Platform, other user accounts, or our computer systems; 

   6.6.6 follow all applicable laws regarding transmitting data, and you will not attempt to gain access to our computer systems or any other third party computer systems; and 

   6.6.7 not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the Platform. 

   6.7 You are responsible for making all arrangements necessary for you to have access to the Platform. 

   6.8 Although the Platform has been predominantly developed for use by people residing in the United Kingdom, it is made available in other locations.  We do not however represent that content available on or through the Platform is appropriate or available in locations other than the UK.  We may limit the availability of the Platform to any person or geographic area at any time. 

7. Privacy and Data Protection 

   7.1 To the extent that we process personal data on your behalf as a processor with you as the controller, the terms of our Data Sharing Agreement shall apply. 

   7.2 Where our Data Sharing Agreement does not apply, and unless otherwise agreed, any personal data (such as your staff's contact details) provided to us in connection with the Platform will be processed by us as a data controller in line with the Privacy Statement. 

   7.3 You are responsible for providing a copy of the Privacy Statement to any employees or other data subjects whose personal data you share with us in connection with your use of the Platform.  

   7.4 You must ensure that any transfer of personal data to us complies with applicable law (including applicable data protection law), and that you have all necessary consents, permissions and authorisations to do so. 

   7.5 We will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including from unauthorised or unlawful processing of personal data, or accidental loss or destruction of, or damage to, that personal data, and will process all personal data received from you in compliance with the provisions and principles set out in applicable data protection law. 

   7.6 You acknowledge and agree that your use of the Platform does not affect your responsibility or liability if personal data is corrupted, damaged or improperly used or disclosed by you in the course of using the Platform. 

   7.7 You acknowledge and agree that the Services use AI technology to draw correlation between different data assets, such as whether student absenteeism relates to safeguarding concerns and you shall ensure that at all times your use of any AI technology will comply with all applicable laws.  

8. Intellectual property rights 

   8.1 We are the owner or the licensee of all intellectual property rights in the Platform and in the material published on it and the owner of all intellectual property rights arising out of or in connection with the provision of the Services.  Those works are protected by copyright laws and treaties around the world.  All such rights are reserved. 

   8.2 Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged. 

   8.3 You must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors. 

   8.4 If you print off, copy or download any part of the Platform in breach of these Platform Terms, your right to use the Platform (and the Services) will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. 

9. No reliance on information 

   9.1 The content on the Platform under these Platform Terms is provided for general information only and is not intended to amount to advice on which you should rely.  You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform. 

   9.2 Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content or any information provided on the Platform is accurate, complete or up-to-date. 

10. Limitation of our liability 

    10.1 Nothing in these Platform Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. 

    10.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.   

    10.3 Subject always to clause Error! Reference source not found., we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: 

    10.3.1 use of, or inability to use, the Platform; or 

    10.3.2 use of or reliance on any content displayed on the Platform.   

    10.4 Please note that in particular (and subject always to clause Error! Reference source not found.), we will not be liable for: 

    10.4.1 loss of profits, sales, business, or revenue; 

    10.4.2 business interruption; 

    10.4.3 any loss in connection with any error, omission, defect, computer virus or system failure; 

    10.4.4 loss of anticipated savings; 

    10.4.5 loss of or corruption to data;  

    10.4.6 loss of business opportunity, goodwill or reputation; or 

    10.4.7 any indirect or consequential loss or damage. 

    10.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on the Platform, or on any third party website linked to the Platform. 

    10.6 We assume no responsibility for the content of third party websites linked on the Platform.  Such links should not be interpreted as endorsement by us of those linked websites.  We will not be liable for any loss or damage that may arise from your use of them. 

11. INDEMNITY  

    You agree to indemnify us from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of the Platform, including in respect of any claim or complaint brought by a third party. 

12. Viruses 

    12.1 We do not guarantee that the Platform will be secure or free from bugs or viruses. 

    12.2You are responsible for configuring your information technology, computer programmes and platform in order to access the Platform safely.  You should use and maintain your own virus protection software. 

    12.3 You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.  You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform.  You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack.  By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990 (as amended).  We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.  In the event of such a breach, your right to use the Platform (and the Services) will cease immediately. 

13. Linking to the Platform 

    13.1 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. 

    13.2 You must not establish a link to the Platform in any website that is not owned by you. 

    13.3 The Platform must not be framed on any other website, nor may you create a link to any part of the Platform other than the home page. 

    13.4 We reserve the right to withdraw linking permission without notice. 

    13.5 If you wish to make any use of content on the Platform other than as set out above, please contact us at contact@deesha.ai.   

14. Third party links and resources in the Platform 

    14.1 The Platform may contain data and material provided by third parties and we accept no responsibility or liability for the accuracy of such data or material. 

    14.2 No third party is permitted to link any other website to the Platform without obtaining our prior written consent. 

    14.3 Where the Platform contains links to other websites and resources provided by third parties, these links are provided for your information only.  Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.  We have no control over the contents of those websites or resources and any use of them by you is solely at your own risk. 

15. GENERAL  

    15.1 Entire Agreement These Platform Terms, including the Privacy Statement, the SaaS Terms, the Data Processing Agreement and any other terms confirmed to you in writing as incorporated herein, constitute the whole and only agreement between us and you relating to your use of the Platform. You acknowledge that you have not relied on any representation made by or on behalf of us which is not set out in these Platform Terms, the Privacy Statement, the SaaS Terms or the Data Processing Agreement. 

    15.2 Waivers Any waiver or relaxation, either party or wholly, of any of these Platform Terms by a party shall be valid only if it is communicated to the other party in writing and expressly stated to be a waiver, and shall not constitute a waiver of any right or remedy arising from any other breach of these Platform Terms. 

    15.3 Severance If any provision of these Platform Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Platform Terms without modifying the remaining provisions.  

    15.4 Successors and assigns Only you and we have rights under these Platform Terms. Any person or entity who is not a party to these Platform Terms has no rights to enforce them or enjoy any benefits under them. 

    15.5 Notices 

    15.5.1 Any formal notice to be given under these Platform Terms shall be in writing and may be served by personal delivery, first class recorded post or e-mail to the address of you or us (as applicable) have notified to the other for formal notices.  

    15.5.2 Notices shall be deemed served on the next working day after delivery. An email shall be deemed delivered when sent unless an error message is received or, where an out of office message is received, on the date the out of office message states the recipient is to return. 

    15.6 Assignment  These Platform Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. 

    15.7 Dispute Resolution and Applicable Law and Jurisdiction 

    15.7.1 If a dispute arises out of or in connection with these Platform Terms or its performance, validity or enforceability ("Dispute"), then we and you shall follow the procedure set out in this clause:  

    (a) we or you shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, a director for us and a director for you shall attempt in good faith to resolve the Dispute;   

    (b) if a director for us and a director for you are unable to resolve the Dispute within 30 working days of it being referred to the other party, we and you agree to enter into mediation in good faith to settle the Dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed in writing between us within 30 working days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, we or you must give notice in writing ("ADR Notice") to the other, referring the Dispute to mediation. A copy of the ADR notice should be sent to CEDR; and  

    (c)unless otherwise agreed in writing between us, the mediation will start not later than 30 working days after the date of the ADR Notice.  

    15.7.2 We or you may not commence any court or arbitration proceedings in relation to the whole or part of the Dispute until we and you have attempted to settle the Dispute by mediation and the mediation has either terminated, or we or you have failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.  

    15.7.3 If for any reason the Dispute is not resolved within 30 working days of commencement of mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 15.7.4. 

    15.7.4 Any matter, claim or dispute arising out of or in connection with these Platform Terms (including its subject matter and formation), whether contractual or non-contractual, is to be governed by and determined in accordance with English law. You and we irrevocably submit to the jurisdiction of the English courts. 

16. Contact us 

    If you have any questions regarding these Platform Terms, please contact us at contact@deesha.ai