Steplab: Subscription Terms

Last updated: May 2025

1. Introduction

Steplab has agreed to provide and the Subscriber has agreed to subscribe and pay for the Services subject to these terms and conditions (Terms).

2. Interpretation

2.1The definitions and rules of interpretation in this clause apply in these Terms.

2.2A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

2.3A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.4Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.5Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.6Any reference to the Subscriber in these Terms shall be deemed to include a reference to each of the Schools and any undertaking or obligation of the Subscriber to do or refrain from doing any deed, act or thing shall include an undertaking or obligation on the Subscriber to procure that each of the Schools shall do (or refrain from doing) that deed act or thing. Accordingly, the Subscriber shall be vicariously liable for any breach of these Terms committed by any of the Schools as if it had committed the breach itself.

3. User Subscriptions

3.1Subject to these Terms, Steplab hereby grants to the Subscriber a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to use the Services during the Subscription Term solely for the Subscriber’s purposes.

3.2In relation to the Users, the Subscriber undertakes and acknowledges that:

  1. (a) the maximum number of Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased;
  2. (b) it will not allow or suffer any User Subscription to be used by more than one individual User;
  3. (c) it shall procure that Users comply with these Terms in relation to any relevant provisions;
  4. (d) any User who joins another organisation which also subscribes for the Services may be permitted to continue accessing their User Content (excluding Video Content) created while they accessed the Services through their role with the Subscriber for the professional development of such User;
  5. (e) it shall permit Steplab (or its agents) to audit the Services in order to establish compliance with these Terms and the Terms of Service. Each such audit may be conducted no more than once per quarter, at Steplab's expense, and this right shall be exercised with reasonable prior notice;
  6. (f) if any of the audits reveal that any password has been provided to any individual who is not an authorised User, then without prejudice to Steplab's other rights, the Subscriber shall promptly disable such passwords and Steplab shall not issue any new passwords to any such individual; and
  7. (g) if any of the audits reveal that the Subscriber has underpaid Subscription Fees to Steplab, then without prejudice to Steplab's other rights, the Subscriber shall pay to Steplab an amount equal to the cost of such additional User as if they had been a User from the Start Date within 5 Business Days of the date of the relevant audit.

3.3The Subscriber shall not and shall procure none of its Users shall:

  1. (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
    1. (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    2. (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  2. (b) access all or any part of the Services in order to build a product or service which competes with the Services;
  3. (c) use the Services to provide services to third parties;
  4. (d) subject to 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Content available to any third party except the Users;
  5. (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this 3; or
  6. (f) introduce or permit the introduction of any Virus into Steplab's network and information systems.

3.4The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Steplab.

3.5The rights provided under this 3 are granted to the Subscriber only.

4. Additional user subscriptions

4.1The Subscriber may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and Steplab shall grant access to the Services to such additional Users in accordance with the provisions of these Terms.

4.2If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall notify Steplab in writing. Steplab shall evaluate such request for additional User Subscriptions and respond to the Subscriber with approval or rejection of the request. Where Steplab approves the request, Steplab shall activate the additional User Subscriptions within 10 days of its approval of the request.

4.3If Steplab approves the Subscriber’s request to purchase additional User Subscriptions, the Subscriber shall, within 30 days of the date of Steplab's invoice, pay to Steplab the relevant fees for such additional User Subscriptions based on the then prevailing rates of Steplab as notified to the Subscriber in advance of the request being approved.

5. Services

5.1Steplab shall, during the Subscription Term, provide the Services to the Subscriber on and subject to these Terms.

5.2Steplab shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for times during which any maintenance is required and where reasonable advance notice has been provided to the Subscriber.

5.3The Subscriber may if agreed separately with Steplab in writing purchase additional services at Steplab’s then current rates. Any such services so purchased will be subject to these Terms unless expressly agreed otherwise.

6. Data protection

6.1All Users are obliged to agree and accept the Terms of Service as a condition of accessing the Services. The Privacy Policy will apply to the Users and Subscriber as appropriate. These Terms and the Terms of Service govern the obligations of Steplab and the Users in relation to data protection matters. To the extent that the Subscriber controls any Personal Data of any User or any other person it shall ensure that it has obtained the Data Protection Permissions to enable the lawful transfer of any Personal Data which the Subscriber processes in connection with these Terms for the duration of the Subscription Term.

6.2The Subscriber shall not (i) upload nor allow any of its Users to upload any Video Content to the Website; or (ii) instruct Steplab to share any Video Content with a third party, unless the Subscriber has obtained the Data Protection Permissions from the relevant Data Subjects who may be included in such videos. Steplab shall be entitled to demand from the Subscriber at any time a copy of the relevant Data Protection Permissions that it holds in order to evidence compliance with this clause 6.2. Upon receipt of such a request the Subscriber shall supply the relevant Data Protection Permissions to Steplab within 5 Business Days.

6.3On each occasion that the Subscriber, a School or a User uploads Video Content to the Website the Subscriber warrants to Steplab that such upload has been made in compliance with clause 6.2 and indemnifies Steplab and holds Steplab harmless against any and all losses that Steplab may suffer in consequence of the Subscriber’s failure to comply with clause 6.2.

6.4Steplab occupies the role of independent controller alongside the Subscriber or School in respect of any Personal Data uploaded to the Website.

6.5Steplab shall ensure that any Video Content that is uploaded to the Website is encrypted when in transit and at rest according to industry best practice. Such Video Content will only be made available to Users specifically nominated by the Subscriber and whose login transactions will be encrypted with HTTPS (TLS) and accessible using passwords that will be stored hashed using best practice (RFC2898/PBKDF2 with SHA2). In the event that the Subscriber, a School or a User downloads any Video Content from the Website for the purpose of sharing with a third party Steplab shall no longer able to control the security and encryption of that Video Content.

6.6By uploading any User Content or Personal Data to the Website the Subscriber hereby immediately grants Steplab a worldwide, non-exclusive, transferable, irrevocable, perpetual, royalty free, right and licence (with the right to sublicense) to host, store, transfer and display, in whole or in part, reproduce, create derivative works of and modify such User Content or Personal Data and accordingly Steplab may transfer or give any third party access to the User Content or Personal Data provided that such access or transfer is made in accordance with the Data Protection Legislation and the Data Protection Permissions (where relevant).

6.7Steplab shall, in relation to any Personal Data processed in connection with the performance of its obligations under the foregoing provisions of clauses 6.4 to 6.6:

  1. (a)ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
  2. (b)ensure that all personnel who have access to Personal Data are obliged to keep the Personal Data confidential;
  3. (c)only transfer Personal Data outside of the UK in compliance with applicable Data Protection Legislation;
  4. (d)assist the Subscriber, at the Subscriber’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  5. (e)notify the Subscriber and/or the User (as applicable) without undue delay on becoming aware of a Personal Data Breach; and
  6. (f)maintain records to demonstrate its compliance with this clause 6.7.

6.8Notwithstanding the provisions of clause 6.7, each Controller shall monitor all Content and Personal Data uploaded to the Website and shall take prompt action to delete or rectify anything that breaches the terms of its Data Protection Permissions. The Subscriber must also act promptly in relation to any issue flagged by a User in relation to any Personal Data. Steplab uses third parties to process Personal Data under these Terms on the basis that Steplab enters into a written agreement with such third-party which complies with the Data Protection Legislation. Currently these third-party Processors include Amazon Web Services (AWS), Google (Google Cloud Platform), OpenAI LLC, Zoho Corporation B.V., Crisp IM SAS.

7. Steplab's obligations

7.1Steplab undertakes that the Services will be performed with reasonable skill and care.

7.2The undertaking at clause 7.1 shall not apply to the extent of any non- conformance which is caused by use of the Services contrary to Steplab's instructions, or modification or alteration of the Services by any party other than Steplab or Steplab's duly authorised contractors or agents.

7.3Steplab:

  1. (a)does not warrant that:
    1. (i) the Subscriber’s use of the Services will be uninterrupted or error-free;
    2. (ii) that the Services and/or the information obtained by the Subscriber through the Services will meet the Subscriber’s requirements; or
    3. (iii) the Software or the Services will be free from Viruses;
    (b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4In the event of any loss or damage to any Subscriber Data, the Subscriber's sole and exclusive remedy against Steplab shall be for Steplab to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by Steplab in accordance with its archiving procedures in place from time to time. Steplab shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Steplab to perform services related to Subscriber Data maintenance and back-up for which it shall remain fully liable).

8. Subscriber's obligations

8.1The Subscriber shall:

  1. (a)provide Steplab with all necessary cooperation in relation to these Terms and all necessary access to such information as may be required by Steplab in order to provide the Services, including but not limited to the Subscriber Data;
  2. (b)without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
  3. (c)ensure that each of the Schools complies with all of the relevant undertakings and obligations of the Subscriber set out in these Terms as if they were directly bound as the Subscriber hereunder;
  4. (d)ensure that the Users use the Services in accordance with these Terms and the Terms of Service and shall be responsible for any User's breach of the Terms of Service or these Terms;
  5. (e)ensure that its network and systems and those of the Schools comply with the relevant specifications provided by Steplab from time to time; and
  6. (f)be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Steplab's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's or the Schools’ network connections or telecommunications links or caused by the internet.

8.2The Subscriber shall own all right, title and interest in and to all Subscriber Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.

9. Charges and payment

9.1The Subscriber shall pay the Subscription Fees to Steplab for the User Subscriptions in accordance with this clause 9.

9.2Steplab shall invoice the Subscriber:

  1. (a)on or before the Start Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  2. (b)subject to clause 14.1:
    1. (i) in the case of a Subscription which is not a Multi-Year Subscription Term, at least 30 days prior to each anniversary of the Start Date; or
    2. (ii) in the case of a Subscription which is a Multi-Year Subscription Term, at least 30 days prior to the expiry of that Initial Subscription Term,
  3. for the Subscription Fees payable in respect of the next Renewal Period, and the Subscriber shall pay each invoice within 30 days after the date of such invoice.

9.3If Steplab has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies, Steplab may, without liability to the Subscriber, disable the Subscriber's password, account and access and that of any of the Schools and Users to all or part of the Services and Steplab shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

9.4All amounts and fees stated or referred to in these Terms:

  1. (a)shall be payable in the currency stipulated in the Order Form;
  2. (b)are, subject to clause 13.3(b), non-cancellable and non-refundable (whether the Initial Subscription Term is a Multi-Year Subscription Term or otherwise);
  3. (c)are exclusive of value added tax, which shall (if applicable) be added to Steplab's invoice(s) at the appropriate rate.

9.5Steplab shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days prior notice to the Subscriber and the Order Form shall be deemed to have been amended accordingly.

9.6For the avoidance of any doubt, save as expressly provided in clause 9.5 (fees determined prior to a Renewal Period), Steplab shall not be entitled to increase the Subscription Fees payable by a Subscriber under a Multi-Year Subscription Term.

10. Proprietary rights

10.1The Subscriber acknowledges and agrees that Steplab and/or its licensors own all Intellectual Property Rights in the Services and the Content. Except as expressly stated herein, these Terms do not grant the Subscriber or the Schools any rights to, under or in, any Intellectual Property Rights in the Services or Content or any other rights or licences in respect thereof.

10.2In the event that Steplab expressly agrees to make available to the Subscriber the Content (or any part of it) for any purpose whatsoever, including but not limited to undertaking a translation thereof, all Intellectual Property Rights in that Content shall remain vested in Steplab at all times and the Subscriber irrevocably agrees that any Intellectual Property Rights arising in respect of any improvement, alteration or translation of such Content which is produced by the Subscriber or its employees or agents (New Content) shall be automatically assigned to Steplab with full title guarantee on a perpetual and royalty free basis. The Subscriber shall not challenge Steplab’s rights to or ownership of the New Content and shall do all such other deeds, acts and things as may be required to fully and effectively vest ownership of such New Content in Steplab.

11. Confidentiality

11.1Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

  1. (a)is or becomes publicly known other than through any act or omission of the receiving party;
  2. (b)was in the other party's lawful possession before the disclosure; or
  3. (c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

11.2The Subscriber acknowledges that details of the Services and the Content constitute Steplab's Confidential Information.

11.3Subject to clause 11.5, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

11.4Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

11.5A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5 , it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.6The above provisions of this clause 11 shall survive termination of the Subscription under these Terms.

12. Indemnity

The Subscriber shall defend, indemnify and hold harmless Steplab against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber's, Schools’ or User’s use of the Services, provided that:

  1. (a)Steplab provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber's expense; and
  2. (b)the Subscriber is given sole authority to defend or settle the claim.

13. Limitation of liability

13.1Except as expressly provided in these Terms:

  1. (a)the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber, the Schools and Users. Steplab shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Steplab by the Subscriber or the Schools in connection with the Services, or any actions taken by Steplab at the Subscriber's or any Schools' request or direction;
  2. (b)all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
  3. (c)the Services are provided to the Subscriber on an "as is" basis.

13.2Nothing in these Terms excludes the liability of Steplab:

  1. (a)for death or personal injury caused by Steplab's negligence; or
  2. (b)for fraud or fraudulent misrepresentation.

13.3Subject to clause 13.1 and clause 13.2:

  1. (a)Steplab shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
  2. (b)Steplab's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the lower of the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose and £10,000.

13.4In no event shall Steplab, its employees, agents and sub-contractors be liable to the Subscriber to the extent that any claim arises in consequence of:

  1. (a)the modification of the Services by anyone other than Steplab; or
  2. (b)the Subscriber's or User’s use of the Services in a manner contrary to the instructions of Steplab.

13.5Nothing in these Terms excludes the liability of the Subscriber for any breach, infringement or misappropriation of Steplab’s Intellectual Property Rights in the Services.

14. Term and termination

14.1 These Terms shall, unless otherwise terminated as provided in this clause 14 , commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, the Subscription shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

  1. (a)the Subscriber notifies Steplab that it wishes to terminate, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
  2. (b)Steplab notifies the Subscriber that it will terminate, at any time before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  3. (c)otherwise terminated in accordance with the provisions of these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, Steplab may terminate the Subscription with immediate effect if the Subscriber fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment.

14.3 On termination of the Subscription for any reason:

  1. (a)all licences granted under these Terms shall immediately terminate and the Subscriber shall immediately cease (and procure that all Users immediately cease) all use of the Services;
  2. (b)the Subscriber shall return and make no further use of any equipment, property, documentation, Content, New Content and other items (and all copies of them) belonging to Steplab;
  3. (c)Steplab may destroy or otherwise dispose of any of the Subscriber Data and Personal Data in its possession; and
  4. (d)any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

Steplab shall have no liability to the Subscriber under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Steplab or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.

16. Variation

Steplab shall be entitled to amend these Terms by serving 10 days’ notice of such changes in writing on the Subscriber.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

20. Entire agreement

20.1These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

21. Assignment

21.1The Subscriber shall not, without the prior written consent of Steplab, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

21.2Steplab may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

22. No partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

These Terms do not confer any rights on any person or party (other than the parties hereto and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. Notices

24.1Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the these Terms or the Order Form, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Order Form.

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on the Business Day following the date of sending or (if shown by a delivery receipt obtained by the sender) at the time of transmission.

25. Governing law and jurisdiction

25.1These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).