Terms of Service

EFFECTIVE DATE: 11 October 2026

Sendix AI Ltd · SC883770 · REGISTERED IN SCOTLAND · VERSION 1.2

1. Definitions

In these Terms, the following words have the meanings set out below:

• "Agreement" means these Terms of Service together with any Order Form, Data Processing Agreement, and any written amendments agreed between the parties.
• "Customer" means the school, academy, Multi-Academy Trust, or Local Authority that enters into this Agreement.
• "Sendix", "we", "us" means Sendix AI Ltd, company number SC883770, registered in Scotland.
• "Service" means the Sendix statutory compliance platform, including plan review, suggested wording, decision recording and amendment export, as described in the applicable Order Form. School management system integrations are not part of the Service unless an Order Form says so.
• "Authorised Users" means employees or contractors of the Customer who are permitted to access the Service under the Agreement, including SENCOs, SEND leads, and trust-level compliance officers.
• "Output" means any EHCP draft, provision text, statutory reference, or compliance report generated by the Service.
• "Student Data" means personal data relating to pupils in plans, evidence and other content uploaded or entered into the Service by Authorised Users.
• "SEND Legislation" means the Children and Families Act 2014, the SEND Code of Practice (2015), the Special Educational Needs and Disability Regulations 2014, and any successor or supplementary legislation.

2. The Service

2.1 Licence Grant

Subject to payment of applicable fees and compliance with this Agreement, Sendix grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Term solely for the Customer's internal statutory compliance purposes.

2.2 Nature of the Service

The Service is a drafting and verification tool. All Output is a suggested starting point for Authorised Users who are trained SEND professionals. The Service does not constitute legal advice. The Customer's qualified staff decide whether to accept, edit or reject each Output and whether to propose any change. Every Output must be reviewed, amended as necessary, and approved by an Authorised User before it is shared or relied upon. Approval by the Customer's staff approves a proposal only: the authority to amend an EHC Plan rests with the local authority that maintains it.

2.3 Statutory Compliance Disclaimer

While Sendix verifies provisions against SEND Legislation as it exists at the time of processing, we do not warrant that any Output will be sufficient to withstand judicial review, SEND Tribunal challenge, or Local Authority scrutiny in any specific case. The accuracy of Output depends in part on the accuracy and completeness of the information provided by the Customer.

2.4 Model Training

Sendix must not use Student Data to train, fine-tune or improve models outside the Customer's documented instructions and approved processing arrangement. AI analysis runs on Amazon Bedrock in AWS London (eu-west-2); only approved models in approved UK regions can be called, and the provider does not retain inputs or use them for training. We do not claim that every provider interaction before this arrangement has been verified.

3. Customer Obligations

3.1 Authorised Use

The Customer shall:

• Ensure that only Authorised Users access the Service, and that access credentials are kept confidential.
• Ensure Authorised Users are made aware of and comply with these Terms.
• Use the Service only for lawful purposes and in accordance with SEND Legislation.
• Not attempt to reverse-engineer, decompile, or extract the underlying models or verification logic of the Service.
• Not use the Service to process data of individuals who are not enrolled pupils or staff members of the Customer's institution.
• Promptly notify Sendix of any suspected unauthorised access to the Customer's account.

3.2 Data Accuracy

The Customer is responsible for the accuracy and completeness of all information inputted into or connected to the Service. Sendix is not liable for Output generated on the basis of inaccurate or incomplete Customer data.

3.3 Professional Oversight

The Customer must maintain sufficient qualified SEND professional capacity to meaningfully review all Output. The Service is not a substitute for qualified human expertise.

4. Subscriptions and Payment

4.1 Fees

Fees are as set out in the applicable Order Form. Unless otherwise agreed, fees are invoiced annually in advance and are non-refundable except as expressly set out in this Agreement.

4.2 Renewal

Subscriptions renew automatically for successive annual terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

4.3 Late Payment

Overdue amounts accrue interest at 8% per annum above the Bank of England base rate, calculated daily, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Sendix reserves the right to suspend access to the Service after 14 days' written notice of non-payment.

4.4 Price Changes

Sendix may increase fees with at least 60 days' written notice prior to the start of a renewal term. Continued use of the Service following the effective date of a price change constitutes acceptance.

5. Intellectual Property

5.1 Sendix IP

All intellectual property rights in the Service, including the underlying models, verification logic, codebase, user interface, and Sendix brand assets, are and remain the property of Sendix. Nothing in this Agreement transfers any such rights to the Customer.

5.2 Customer Data

The Customer retains all rights in Student Data and any data inputted into the Service. The Customer grants Sendix a limited, non-exclusive licence to process such data solely to the extent necessary to provide the Service.

5.3 Output Ownership

Subject to full payment of applicable fees, Output generated by the Service that is based on Customer-provided data belongs to the Customer. Sendix retains no rights in such Output once it has been exported or downloaded.

5.4 Feedback

Any feedback, suggestions, or recommendations the Customer provides regarding the Service may be used by Sendix to improve the Service without any obligation to the Customer, provided such use does not involve the processing of Student Data.

6. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or which ought reasonably to be understood as confidential ("Confidential Information"). Neither party will disclose the other's Confidential Information to any third party without prior written consent, except as required by law or as necessary to perform obligations under this Agreement.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through breach of this clause; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the Confidential Information.

7. Data Protection

The processing of personal data through the Service is governed by the Sendix Data Processing Agreement ("DPA") agreed with the Customer, which forms part of the customer agreement. An in-app signing status does not replace the actual DPA document. In the event of conflict between these Terms and the DPA on matters of data protection, the DPA prevails.

For the purposes of UK GDPR, the Customer is the Data Controller and Sendix acts as a Data Processor in respect of Student Data. The Customer is responsible for ensuring it has a valid lawful basis for processing Student Data through the Service and for providing appropriate privacy notices to data subjects (and their parents or guardians where applicable).

Full details of how Sendix handles personal data, sub-processors, data retention, and data subject rights are set out in the Privacy Policy and the DPA.

Extracted sections, evidence and review records are retained: this is not a zero-retention service. Identifier removal is not guaranteed anonymisation. Scheduled deletion has run since 3 October 2026: records are deleted when the organisation's retention period ends, from the live database immediately and from backups within 35 days. Authorised Users can delete their own accounts in the application; other account requests go to privacy@sendix.ai. Requests about pupil records should go to the school or commissioning controller.

Recorded organisation SSO preferences do not yet enforce federated login or disable password sign-in. All AI outputs require meaningful professional review; they must not be used for automated decisions about a child. England and Scotland use different legal frameworks and not every feature is available for both.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party warrants that: (a) it has the authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations.

8.2 Service Warranty

Sendix warrants that the Service will operate materially in accordance with its published documentation during the Subscription Term. In the event of a material breach of this warranty, Sendix's sole obligation is to use reasonable efforts to remedy the defect within a reasonable time, or, if it cannot, to provide a pro-rata refund of prepaid fees for the affected period.

8.3 Disclaimer

Except as expressly set out in this Agreement, the Service is provided "as is". To the maximum extent permitted by applicable law, Sendix disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Sendix does not warrant that the Service will be uninterrupted, error-free, or that all statutory references in Output will be current at the time of delivery.

9. Limitation of Liability

Neither party excludes or limits its liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.

Subject to the above, neither party shall be liable to the other for any indirect, incidental, special, or consequential loss, including loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such damages.

Subject to the above, each party's total aggregate liability under or in connection with this Agreement (whether in contract, tort, including negligence, or otherwise) shall not exceed the total fees paid or payable by the Customer in the 12-month period immediately preceding the event giving rise to the claim.

10. Term and Termination

10.1 Term

This Agreement commences on the date the Customer first accesses the Service (or the date of the applicable Order Form, whichever is earlier) and continues for the initial Subscription Term set out in the Order Form, renewing as described in clause 4.2.

10.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) commits a material breach of this Agreement that is incapable of remedy, or fails to remedy a remediable breach within 30 days of written notice; or (b) enters insolvency, administration, or similar proceedings.

10.3 Effect of Termination

On termination or expiry of this Agreement: (a) the Customer's licence to use the Service ceases immediately; (b) each party shall return or destroy the other's Confidential Information, subject to applicable legal retention requirements; and (c) return or deletion of Customer data follows the separately agreed DPA: at the Customer's choice, return and/or deletion within 30 days of the end of the Agreement, with written confirmation of deletion, and backup copies overwritten within 35 days.

11. General

11.1 Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. No Customer purchase order terms shall form part of this Agreement.

11.3 Amendments

Sendix publishes changes with a new version and date and will notify Customers of material changes as appropriate. Changes to a signed customer contract or DPA follow that agreement's amendment procedure, not a silent website update. The current app records an acceptance timestamp but does not yet persist the accepted version or automatically require existing users to accept revised Terms.

11.4 Severability

If any provision of this Agreement is found to be unlawful or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

11.5 Waiver

No failure or delay by either party to exercise any right or remedy under this Agreement constitutes a waiver of that right or remedy.

11.6 Force Majeure

Neither party shall be in breach of this Agreement for any failure to perform its obligations caused by circumstances beyond its reasonable control, provided it notifies the other party as soon as reasonably practicable.

11.7 Contact

Notices under this Agreement should be sent in writing to legal@sendix.ai. Sendix AI Ltd, registered in Scotland (company number SC883770).

SENDIX AI LTD · TERMS OF SERVICE · VERSION 1.2 · 11 OCTOBER 2026