1. Agreement Overview
These Terms & Conditions ("Terms") govern the provision of services by Markus Tech Ltd ("Markus", "we", "us") to the Customer.
By issuing a purchase order, accepting an invoice, or using the Markus platform, the Customer agrees to be bound by:
- These Terms & Conditions
- The Service Level Agreement (SLA)
- The Data Processing Agreement (DPA)
Together, these form the entire agreement between Markus and the Customer.
2. Definitions
Customer
The educational institution purchasing access to Markus
Authorised Users
Staff and students permitted to use the platform
Services
The Markus platform, including assessment, marking, feedback, and analytics tools
Order
The order form, quotation, or online sign-up confirmation issued by or agreed with Markus that sets out the details of the Customer's subscription, including the licensed entitlements, applicable user and usage limits, the Start Date and Subscription Term, and the fees and any additional charges. Each Order forms part of and is governed by these Terms.
Subscription Term
The initial term of twelve (12) months commencing on the Start Date set out in the applicable Order, together with any subsequent renewal periods
Material Breach
A breach that goes to the substance of the agreement, including (without limitation) failure to pay undisputed sums when due, unauthorised use or sharing of the Services beyond the licensed entitlement, a serious data protection or safeguarding failing, or breach of a fundamental obligation under these Terms, in each case where the breach is either incapable of remedy or is not remedied within the notice period set out in Section 13
3. Provision of Services
Markus provides a cloud based educational platform designed to support:
- Automated marking and feedback
- Assessment delivery and submission
- Progress tracking and reporting
- Teacher review, oversight, and intervention
The Services are provided as an educational support tool and are not intended to replace professional teaching, assessment, or decision making.
4. Licence and Usage
4.1 Licence Grant
Markus Tech Ltd grants the Customer a non exclusive, non transferable right to access and use the Markus platform during the Subscription Term, in accordance with these Terms and the applicable Order.
4.2 Per Learner Licensing
Access to the Markus platform is licensed on a per learner basis. Each licence permits use of the platform by one Unique Learner and includes access to all core subject areas made available within the platform (including English and Maths).
Licensing model: one licence = one named learner, with access to all core platform subject areas included.
4.3 Unique Learners
A "Unique Learner" means an individual user account assigned to a named learner. Licences are personal to that learner and may not be shared, transferred, or reused by multiple individuals. The Customer is responsible for ensuring that each learner accessing the platform is correctly licensed.
4.4 Usage Limits and Additional Services
Certain features or assessment types within the platform (including, but not limited to, mock examinations) may be subject to usage limits, fair use conditions, or additional charges. Details of any applicable limits, inclusions, or additional pricing will be set out in the applicable Order or otherwise agreed in writing between Markus and the Customer.
4.5 Usage Enforcement
Usage limits are enforced within the platform. Markus will notify the Customer where limits are approaching so that additional usage can be agreed in advance if required.
4.6 Changes to Features and Usage Model
Markus may update, enhance, or modify platform features, including introducing or adjusting usage limits or pricing structures for specific features, provided that such changes do not materially reduce the core functionality of the platform during the active Subscription Term. Any changes affecting pricing or usage entitlements will not apply to the Customer until the next renewal or unless otherwise agreed.
4.7 Permitted Use Restrictions
The Customer must not:
- Resell, sublicense, or commercially exploit the platform
- Provide access to unauthorised third parties
- Attempt to reverse engineer, copy, or disrupt the platform
- Delete or manipulate assessment records in order to circumvent usage limits or re-run assessments beyond the licensed entitlement
5. User Management and Responsibilities
The Customer is responsible for:
- Managing user access and permissions
- Ensuring Authorised Users comply with these Terms
- Supervising student use of the platform
The Customer must ensure appropriate safeguarding measures are in place when the platform is used by students.
6. Acceptable Use
Users must not:
- Upload unlawful, harmful, or inappropriate content
- Attempt to misuse or manipulate system outputs
- Interfere with platform security or performance
Markus reserves the right to suspend access where there is:
- Misuse of the platform
- Risk to system integrity or security
- Safeguarding concerns
7. Data Protection
Data Controller
The Customer acts as the data controller and is responsible for the lawful basis of processing personal data.
Data Processor
Markus acts as data processor, processing personal data only on the Customer's documented instructions.
All processing of personal data is governed by the Data Processing Agreement (DPA).
The Privacy Policy applies only to Markus' activities as a data controller (e.g. website and enquiries).
8. AI Usage and Educational Context
Markus uses artificial intelligence to support marking and feedback.
The Customer acknowledges that:
- AI outputs are designed to support, not replace, professional judgement
- Educators retain full oversight and control, including the ability to review and override results
- Outputs are generated through multi step processes designed to improve reliability
Only student work is sent to our AI provider for marking; student names and email addresses are not shared with it.
The Customer is responsible for ensuring appropriate use of outputs within an educational context.
9. Safeguarding
Markus includes functionality to support institutional safeguarding obligations, in alignment with the DfE's Generative AI: Product Safety Standards and Keeping Children Safe in Education (KCSiE) Part 1.
Designated Safeguarding Lead
The Customer must nominate a Designated Safeguarding Lead (DSL) within the Markus platform. The nominated DSL will receive visibility of student submissions flagged as containing potentially harmful content.
- DSL nomination is managed through the platform's administration settings
- The Customer is responsible for ensuring the nominated DSL is appropriately trained and authorised
- Markus surfaces flagged content to the DSL for human review. The platform does not take autonomous safeguarding action
Customer Responsibilities
The Customer remains responsible for:
- Maintaining and enforcing their own safeguarding policies and procedures
- Ensuring a suitably qualified DSL is nominated within the platform at all times
- Monitoring, reviewing, and responding to any safeguarding concerns flagged by the platform
- Appropriate supervision of learners using the platform
The Customer must ensure a Designated Safeguarding Lead is nominated within Markus at all times where the platform is used by students. Failure to maintain an active DSL nomination does not limit Markus' ability to flag concerns, but does remove the Customer's visibility of those flags.
10. Intellectual Property
10.1 Markus IP
All intellectual property rights in the Services, including the platform, its content and underlying models, remain the property of Markus Tech Ltd.
10.2 Customer Content
As between the parties, the Customer retains all ownership of, and all intellectual property rights in, its Customer Content. "Customer Content" means all content and data provided to or generated in the Services by or on behalf of the Customer and its Authorised Users, including uploaded content, student work and submissions, and assessment data. Markus claims no ownership of Customer Content and will process it only to provide the Services and in accordance with the DPA.
10.3 Anonymised Data
Markus may create and use anonymised and aggregated data derived from use of the Services to operate, develop and improve its products, provided that such data is fully anonymised so that no individual and no Customer is identifiable, and is not personal data. This right survives termination.
10.4 Rights following termination
On termination, the Customer's rights in Customer Content are unaffected, and the return and deletion of personal data is governed by Section 14 of these Terms and the DPA. For clarity, Markus retains no rights to use Customer Content after termination other than the anonymised data rights in 10.3 and any retention required by law.
11. Fees and Payment
- Fees are charged based on agreed subscription terms (typically number of learners)
- Payment terms are 30 days from invoice unless otherwise agreed
- Where the Customer provides a valid purchase order number, Markus will quote that purchase order number on the applicable invoice(s)
- All fees are exclusive of VAT
- Markus reserves the right to suspend access for non payment
12. Term and Renewal
The initial Subscription Term is twelve (12) months, commencing on the Start Date set out in the applicable Order.
The agreement is provided on a subscription basis. Unless otherwise agreed:
- Subscriptions renew automatically for successive periods of twelve (12) months
- Either party may terminate with 30 days' written notice prior to the end of the then-current term
- Markus may review pricing at renewal, with reasonable notice provided
13. Suspension and Termination
13.1 Suspension
Markus may suspend the Customer's access to the Services (in whole or in part) where:
- There is a breach of these Terms
- There are security or safeguarding concerns
- Payment obligations are not met
Suspension is a temporary measure and is not, of itself, a termination of the agreement. Markus will restore access promptly once the relevant issue is resolved.
13.2 Termination for Material Breach
Either party may terminate the agreement where the other party commits a Material Breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice describing the breach. Where a breach is remedied within that period, the agreement continues.
13.3 Relationship between suspension and termination
Suspension under 13.1 suspends access to the Services only. Termination under 13.2 ends the wider agreement. Markus will, where reasonable, suspend access before terminating so the Customer has the opportunity to remedy the breach.
14. Data Upon Termination
Upon termination:
- The Customer may request export of their data
- Data will be securely deleted within 60 days, unless otherwise agreed, in accordance with the DPA. Nothing in this Section affects the Customer's ownership of Customer Content under Section 10
15. Service Availability
Service availability and support commitments are defined in the Service Level Agreement (SLA). Service levels are targets and not contractual guarantees unless explicitly agreed in writing.
The Customer acknowledges that:
- The platform is provided on a continuous improvement basis
- Temporary interruptions may occur for maintenance or updates
16. Liability
Markus' total liability is limited to the total fees paid by the Customer in the preceding 12 months.
Neither party shall be liable for:
- Indirect or consequential losses
- Loss of profits, revenue, or data (except where required by law)
Nothing in these Terms limits liability for:
- Fraud
- Death or personal injury caused by negligence
17. Warranties and Disclaimer
The Services are provided "as is". Markus does not guarantee:
- Uninterrupted or error free operation
- That outputs will be free from all inaccuracies
The Customer acknowledges that the platform is a support tool and should be used alongside professional judgement.
18. Changes to Services
Markus may update or improve the Services over time, including:
- New features
- Changes to functionality
- Performance improvements
Where changes materially affect the service, reasonable notice will be provided.
19. Changes to Terms
Markus may update these Terms from time to time. Updates will:
- Be communicated via email or within the platform
- Take effect at renewal or continued use
20. Governing Law
These Terms are governed by the laws of England and Wales.