Thanks for using products and services produced by Angel Solutions.
These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of
use under which you may use Balance (“Our Web App”). Please read these Terms and Conditions carefully
and ensure that you understand them.
You will be required to read and accept these Terms and Conditions when logging into your account. If you do
not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Web App immediately.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following
expressions have the following meanings:
"Web App"The web application associated to these terms and conditions.
"Suite"The suite of educational web applications provided by Angel Solutions as detailed on the products page of our website http://www.angelsolutions.co.uk/products/.
"Account"Means an account required to access and use Our Web App, as detailed in Clause 4;
"Content"Means any and all text, images, audio, video, scripts, code, software, reports, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App;
"Customer"Means the Teacher, School, Local Authority, Multi Academy Trust or organisation that purchased a Subscription of Our Web App.
"Customer Contract"Means the contract between Us and Our Customer for the purchase and sale of a Subscription to Our Web App (and potentially other web applications in the Suite), as explained in the contract terms agreed with them at the time of sale or renewal.
"Subscription"Means a subscription to access Our Web App, obtained in accordance with these terms and conditions and the Customer’s Contract.
"Lite Subscription"Means a subscription to access Our Web App, provided directly by Us to a School or provided indirectly to a School as part of a Customer contract with a local authority or academy trust.
"Lite"Means a restricted version of Our Web App that is provided at our discretion directly to a school or as part of a Customer Contract with a local authority or academy trust. Only some of our web applications have Lite versions;
"User"Means a user of Our Web App;
"User Content"Means content created and/or uploaded by Users in or to Our Web App. Either for their own consumption or for the consumption of other users within Our Web App or Our Suite.
"We/Us/Our"Means the company Angel Solutions.
2. Information About Us
2.1 Our Web App is owned and operated by Us (Angel Solutions) a limited company registered
in England under company number 03866805, whose registered address is Angel Solutions Ltd, Liverpool
Science Park, 131 Mount Pleasant, Liverpool, L3 5TF.
3. Access and Changes to Our Web App
3.1 Access to Our Web App requires a Subscription (or Lite Subscription). As a User of our
Web App your Subscription will have been obtained by your school, local authority or organisation will
have obtained a Subscription on your behalf, Our Web App will be available to you for the duration of
that Subscription (or at our discretion for direct Lite Subscriptions) and any and all subsequent renewals.
- 3.2 We may from time to time make changes to Our Web App:
3.2.1 Minor changes may be required to make underlying technical alterations, for example,
to fix an error or to address a security issue. We will inform you by issuing maintenance notices
on the web app or contacting you by email of any such changes (including, if applicable, anything
that you need to do), however they will be unlikely to materially affect your use of Our Web App;
3.2.2 Minor changes may be made to reflect changes in the law or other regulatory requirements.
We will inform you by issuing maintenance notices on the web app or contacting you by email of any
such changes (including, if applicable, anything that you need to do), however they will be unlikely
to materially affect your use of Our Web App; and
3.2.3 As detailed on our website http://www.angelsolutions.co.uk/products/,
We will continue to develop and improve Our Web App over time, in some cases making significant changes
to it. You will be kept fully informed of any and all such changes.
3.3 We will always aim to ensure that Our Web App is available at all times. In certain
limited cases, however, We may need to temporarily suspend availability to make certain changes outlined
under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you
in advance of any interruptions to the availability of Our Web App.
4.1 An Account is required to use Our Web App. An account will have been allocated to you
by an administrator or by Angel Solutions.
- 4.2 You may not hold an Account if you are under 18 years of age.
4.3 When amending an Account, the information you provide must be accurate and complete.
If any of your information changes at a later date, it is your responsibility to ensure that your Account
is kept up-to-date.
4.4 We require that you choose a strong password for your Account as detailed within our
Web App. It is your responsibility to keep your password safe. You must not share your Account with anyone
else. If you believe your Account is being used without your permission, please contact Us immediately.
We will not be liable for any unauthorised use of your Account.
- 4.5 You must not use anyone else’s Account.
4.6 Any personal information provided in your Account will be collected, used, and held
in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause
5. Our Intellectual Property Rights and Licence
5.1 We grant Users a limited, non-exclusive, revocable, non-transferable licence to use
Our Web App within the European Economic Area, for educational purposes subject to these Terms and Conditions
and the customer contract.
5.2 Subject to the licence granted to Us under sub-Clause 8.3, Users retain the ownership
of copyright and other intellectual property rights in their User Content (subject to any third party
rights in that User Content and the terms of any licence under which you use such Content).
5.3 All other Content included in Our Web App (including all user-facing material, and all
underlying material such as code, software and databases) and the copyright and other intellectual property
rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us.
All Content is protected by applicable United Kingdom and international intellectual property laws and
- 5.4 By accepting these Terms and Conditions, you hereby undertake:
5.4.1 Not to copy, download or otherwise attempt to acquire any part of Our Web App;
- 5.4.2 Not to disassemble, decompile or otherwise reverse engineer Our Web App;
5.4.3 Not to allow or facilitate any use of Our Web App that would constitute a breach
of these Terms and Conditions; and
5.4.4 Not to embed or otherwise distribute Our Web App on any website, ftp server or
6. Links to Our Web App
- 6.1 You may link to Our Web App provided that:
- 6.1.1 You do so in a fair and legal manner;
6.1.2 You do not do so in a manner that suggests any form of association, endorsement
or approval on Our part where none exists;
6.1.3 You do not use any of Our logos or trademarks (or any others displayed on Our
Web App) without Our express written permission; and
6.1.4 You do not do so in a way that is calculated to damage Our reputation or to take
unfair advantage of it.
6.2 You may not link to Our Web App from any other website the content of which contains
- 6.2.1 Is sexually explicit;
- 6.2.2 Is obscene, deliberately offensive, hateful or otherwise inflammatory;
- 6.2.3 Promotes violence;
- 6.2.4 Promotes or assists in any form of unlawful activity;
6.2.5 Discriminates against, or is in any way defamatory of, any person, group or class
of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
6.2.6 Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience,
upset, or embarrass another person;
- 6.2.7 Is calculated or is otherwise likely to deceive another person;
6.2.8 Is designed or is otherwise likely to infringe (or threaten to infringe) another
6.2.9 Misleadingly impersonates any person or otherwise misrepresents the identity or
affiliation of a particular person in a way that is calculated to deceive.
- 6.2.10 Implies any form of affiliation with Us where none exists;
6.2.11 Infringes, or assists in the infringement of, the intellectual property rights
(including, but not limited to, copyright, trade marks, patents and database rights) of any other
6.2.12 Is made in breach of any legal duty owed to a third party including, but not
limited to, contractual duties and duties of confidence.
7. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated,
this content is not under Our control. We neither assume nor accept responsibility or liability for such
third party content. The provision of a link by Us is for reference only and does not imply any endorsement
of the linked content or of those in control of it.
8. User Content
8.1 You agree that you will be solely responsible for any and all User Content that you
create or upload using Our Web App. Specifically, you agree, represent and warrant that you have the
right to create or upload the User Content and the right to use all materials of which it is comprised
and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 10.
8.2 You agree that you will be liable to Us and will, to the fullest extent permissible
by law, indemnify Us for any breach of the warranties given by you under sub-Clause 8.1. You will be
responsible for any loss or damage suffered by Us as a result of such breach.
8.3 You (or your licensors, as appropriate) retain ownership of your User Content and all
intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us
an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use,
store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative
works from, display, perform and sub-licence your User Content for the purposes of operating Our Web
App and operating Our Suite.
8.4 If you wish to remove User Content, you may do so by using the functions of the Web
App. Removing User Content also revokes the licence granted to Us to use that User Content under sub-Clause
8.3. You acknowledge, however, that caching or references to your User Content may not be made immediately
unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
8.5 We may reject, reclassify, or remove any User Content created or uploaded using Our
Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy (detailed
in Clause 10), or if We receive a complaint from a third party and determine that the User Content in
question should be removed as a result.
9. Intellectual Property Rights and User Content
9.1 All User Content and the intellectual property rights subsisting therein, unless specifically
labelled otherwise, belongs to or has been licenced by the relevant User. All User Content is protected
by applicable United Kingdom and international intellectual property laws and treaties.
9.2 Users may not copy, distribute, publicly perform, publicly display, reproduce or create
derivative works based upon, another User’s User Content without first obtaining the express consent
of the User to whom the User Content in question belongs.
10. Acceptable Usage Policy
10.1 You may only use Our Web App in a manner that is lawful and that complies with the
provisions of this Clause. Specifically:
10.1.1 You must ensure that you comply fully with any and all applicable local, national
and international laws and/or regulations;
10.1.2 You must not use Our Web App in any way, or for any purpose, that is unlawful
10.1.3 You must not use Our Web App to knowingly send, upload, or in any other way transmit
data that contains any form of virus or other malware, or any other code designed to adversely affect
computer hardware, software or any data of any kind; and
10.1.4 You must not use Our Web App in any way, or for any purpose, that is intended
to harm any person or persons in any way.
10.1.5 To use our Web App, you must use a computer (with a vendor supported version
of Microsoft Windows or Apple OS) or tablet device, which is connected to the internet and running
a vendor supported web browser (Internet Explorer, Chrome, Safari or Firefox)
10.1.6 In accessing our Web App you confirm that you have been designated an Authorised
User by Us or by the school or organisation that has signed a Customer Contract with Us.
10.2 You must be aware that our systems may contain extremely sensitive information, such
as information about pupils, teachers or schools.
10.2.1 This information must not be shown or distributed to those without the permission
to view it.
10.3 The following types of User Content are not permitted on Our Web App and you must not
create, submit, communicate or otherwise do anything that:
- 10.3.1 is sexually explicit;
- 10.3.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
- 10.3.3 promotes violence;
- 10.3.4 promotes or assists in any form of unlawful activity;
10.3.5 discriminates against, or is in any way defamatory of, any person, group or class
of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
10.3.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience,
upset, or embarrass another person;
- 10.3.7 is calculated or otherwise likely to deceive;
10.3.8 is intended or otherwise likely to infringe (or threaten to infringe) another
person’s right to privacy;
10.3.9 misleadingly impersonates any person or otherwise misrepresents your identity
or affiliation in a way that is calculated to deceive (obvious parodies are not included within this
definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
- 10.3.10 implies any form of affiliation with Us where none exists;
10.3.11 infringes, or assists in the infringement of, the intellectual property rights
(including, but not limited to, copyright, patents, trademarks and database rights) of any other
10.3.12 is in breach of any legal duty owed to a third party including, but not limited
to, contractual duties and duties of confidence.
10.4 We reserve the right to suspend or terminate your Account and/or your access to Our
Web App if you materially breach the provisions of this Clause or any of the other provisions of these
terms and conditions. Specifically, We may take one or more of the following actions:
10.4.1 Suspend, whether temporarily or permanently, your Account and/or your right to
access Our Web App (for more details regarding such cancellation, please refer to sub-Clause 8.9);
- 10.4.2 Remove any of your User Content which violates this Acceptable Usage Policy;
- 10.4.3 Issue you with a written warning;
10.4.4 Take legal proceedings against you for reimbursement of any and all relevant
costs on an indemnity basis resulting from your breach;
- 10.4.5 Take further legal action against you as appropriate;
10.4.6 Disclose such information to law enforcement authorities as required or as we
deem reasonably necessary; and/or
- 10.4.7 Any other actions which We deem reasonably appropriate (and lawful).
10.5 We hereby exclude any and all liability arising out of any actions (including, but
not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
11.1 We may feature advertising of our products and services within Our Web App and We reserve
the right to display advertising on the same page as any User Content.
11.2 You agree that you will not attempt to remove or hide any advertising using HTML/CSS/Browser
plugin or by any other method.
12. Problems with Our Web App
13.1 No part of Our Web App or any accompanying documentation (whether provided in electronic
form or otherwise) constitutes advice on which you should rely and is provided for general information
13.2 Subject to your legal rights we make no representation, warranty, or guarantee that
Our Web App will meet your requirements, that it will be fit for a particular purpose, that it will not
infringe the rights of third parties, that it will be compatible with all software and hardware, or that
it will be secure.
13.3 We make reasonable efforts to ensure that the content contained within Our Web App
is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees
(whether express or implied) that Our Web App (and the content therein) is complete, accurate or up-to-date.
13.4 We are not responsible for the content or accuracy, or for any opinions, views, or
values expressed in any User Content created or uploaded using Our Web App. Any such opinions, views,
or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
14. Our Liability
14.1 To the fullest extent permissible by law, We accept no liability to users for loss
or damage that is not foreseeable.
14.2 To the fullest extent permissible by law, We exclude all representations, warranties,
and guarantees (whether express or implied) that may apply to Our Web App or any Content (including User
Content) included in Our Web App.
14.3 We exercise all reasonable skill and care to ensure that Our Web App is free from viruses
and other malware. We accept no liability for any loss or damage resulting from a virus or other malware,
a distributed denial of service attack, or other harmful material that may adversely affect your hardware,
software, data or other material that occurs as a result of your use of Our Web App (including the downloading
of any Content (including User Content) from it) or any other website or service that We may provide
a link to.
14.4 We neither assume nor accept responsibility or liability arising out of any disruption
or non-availability of Our Web App resulting from external causes including, but not limited to, ISP
equipment failure, host equipment failure, communications network failure, natural events, acts of war,
or legal restrictions and censorship.
14.5 Nothing in these Terms and Conditions excludes or restricts Our liability in any situation
where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death
or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded
or restricted by law. For full details of applicable consumers’ legal rights, including those relating
to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.
15. Viruses, Malware, and Security
15.1 We exercise all reasonable skill and care to ensure that Our Web App is secure and
free from viruses and other malware We do not, however, guarantee that Our Web App is secure or free
from viruses or other malware and accept no liability in respect of the same, as detailed in Clause 14.
15.2 You are responsible for protecting your hardware, software, data and other material
from viruses, malware and other internet security risks.
15.3 You must not deliberately introduce viruses or other malware, or any other material
which is malicious or technologically harmful either to or via Our Web App.
15.4 You must not attempt to gain unauthorised access to any part of Our Web App, the server
on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
15.5 You must not attach Our Web App by means of a denial of service attack, a distributed
denial of service attack, or by any other means.
15.6 By breaching the provisions of sub-Clauses 15.3 to 15.5 you may be committing a criminal
offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant
law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity
to them. Your right to use Our Web App will cease immediately in the event of such a breach and, where
applicable, your Account will be suspended and/or deleted.
16. Privacy and Cookies
both of which are available from the Web App. These policies are incorporated into these Terms and Conditions
by this reference.
17. Data Protection
17.1 All personal information that We may collect (including, but not limited to, your name
and contact details) will be collected, used, and held in accordance with the provisions of the Data
Protection Act 1998 and your rights and Our obligations under that Act.
- 17.2 We may use your personal information to:
- 17.2.1 Reply to any communications that you send to Us;
17.2.2 Send you important notices, as detailed in Clause 18. We will not pass your personal
information on to any third parties without first obtaining your express permission to do so.
18. Communication from Us
18.1 If you have an Account, We may from time to time send you important notices by email.
Such notices may relate to matters including, but not limited to, service changes, changes to these Terms
and Conditions, changes to Our Web App, and changes to your Account.
18.2 We will not send you marketing emails without your consent. If you do give such consent,
you may opt out at any time. If you opt out of receiving emails from Us at any time, it may take up to
10 business days for Us to comply with your request. During that time, you may continue to receive emails
18.3 For questions or complaints about email communications from Us (including, but not
limited to, marketing emails), please contact Us using any of the communication methods on our contact
19. Other Important Terms
19.1 You may not transfer (assign) your obligations and rights under these Terms and Conditions
(and under the Contract, as applicable) without Our express written permission.
19.2 The Terms of this agreement is between you and Us. It is not intended to benefit any
other person or third party in any way and no such person or party will be entitled to enforce any provision
of these Terms and Conditions.
19.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid
or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed
severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions
shall be valid and enforceable.
19.4 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions
means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms
and Conditions means that We will waive any subsequent breach of the same or any other provision.
20. Changes to these Terms and Conditions
20.1 We may alter these Terms and Conditions at any time. Any such changes will become binding
on you upon your first use of Our Web App after the changes have been implemented. You are therefore
advised to check this page from time to time.
20.2 In the event of any conflict between the current version of these Terms and Conditions
and any previous version(s), the provisions current and in effect shall prevail unless it is expressly
22. Law and Jurisdiction
22.1 These Terms and Conditions and the relationship between you and Us (whether contractual
or otherwise) shall be governed by, and construed in accordance with, English law.
22.2 If you are a consumer, any disputes concerning these Terms and Conditions, the relationship
between you and Us, or any matters arising therefrom or associated therewith (whether contractual or
otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland or Northern
Ireland, as determined by your residency.
22.3 If you are a business, any disputes concerning these Terms and Conditions, the relationship
between you and Us, or any matters arising therefrom or associated therewith (whether contractual or
otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
23. Third Party Integration
23.1 Our products use third party software. Angel Solutions will make best endeavours to ensure
that our software integrates effectively with these third party components.
23.2 Some of the functionality that we provide in Our Web App may require integration with a
School Management Information System (MIS). If the Customer Contract your Subscription is associated allows for
such functionality we will make reasonable endeavours to support the Customer in configuring a third party
integration tool. If our reasonable endeavours fail (for example if the MIS is unsupported by the third party
integration tool) then the functionality will be unavailable to you.
23.3 We can only integrate with MIS that are supported by the third party tool selected at the
beginning of the Subscription. If the customer utilises an unsupported MIS we will at our discretion provide
replacement functionality, such as manual imports.
23.4 If the third party tool selected at the beginning of a subscription drops support for the
Customer’s MIS or the integration tool increases its cost we will make reasonable endeavours to provide replacement
functionality, such as manual imports, or at our discretion support the Customer in switching integration tools.