StudyMarket Terms of Service

1. These Terms

1.1 These are the terms on which Rokket Digital Ltd, a company registered in England and Wales with company number 12535365 whose registered office is at Suite 301, 179 Whiteladies Road, Clifton, Bristol, BS8 2AG ("StudyMarket", "we", "us", "our"), makes the StudyMarket platform available to you.

1.2 They replace the Study Market Registration Terms (Pilot Programme) dated 1 May 2026 in full.

1.3 By registering an Account, or by continuing to use the Platform after these Terms take effect, you accept them for yourself and on behalf of the organisation you represent. If you do not accept them, you must stop using the Platform.

1.4 The agreement between us is made up of:

(a) these Terms;

(b) the Acceptable Use Policy;

(c) the Data Processing Addendum;

(d) any Order agreed between us and your organisation; and

(e) any Fee Schedule in force.

Documents (b), (c) and (e) are incorporated into these Terms by reference and form part of the agreement. They are published at studymarket.ai/legal.

1.5 The Privacy Policy and the Cookie Policy describe what we do with personal data for which we are the controller. They are notices, not contractual terms, and they do not form part of the agreement.

1.6 If there is a conflict between the documents listed in clause 1.4:

(a) on any matter concerning the processing of personal data, the Data Processing Addendum prevails over these Terms and over the Acceptable Use Policy;

(b) on every other matter, these Terms prevail over the Data Processing Addendum and over the Acceptable Use Policy;

(c) an Order signed by both parties prevails over all of them, except that an Order varies a term concerning the processing of personal data only where it expressly identifies the term it varies; and

(d) any other document referred to in any of them ranks last.

Clause 18 (liability) applies to a claim under any of these documents, including a claim under the Data Processing Addendum.

2. Definitions

In these Terms:

Headings do not affect interpretation. "Including" means including without limitation. A reference to a statute includes any amendment or replacement of it. Writing includes email.

3. Who may use StudyMarket

3.1 The Platform is for businesses. There is no consumer sign up route and we do not offer the Platform to individuals acting outside a business or profession.

3.2 To hold an Account you must:

(a) be at least 18 years old, and old enough under the law of your own country to enter into these Terms;

(b) act for a business which is lawfully constituted and which holds any licence, registration or accreditation its activity requires;

(c) have authority to enter into these Terms on that business's behalf; and

(d) give accurate registration information and keep it up to date.

3.3 There are two classes of User: Agents and Providers. Clauses 6 and 7 set out obligations which apply to one class only. Everything else applies to both.

3.4 Students and families do not hold Accounts and cannot register. A family may open a Proposal Page from a link an Agent sends them. Opening a Proposal Page does not make a person a User, does not create an Account and does not make these Terms binding on that person.

3.5 We may refuse an application, or suspend or close an Account, where we reasonably believe a requirement in this clause is not met.

3.6 Age of the individuals a Customer gives access to. Each User must be aged 18 or over and must access the Platform for, and with the authority of, an onboarded Customer organisation. A Customer must not permit any individual under 18 to access or use the Platform. We rely on the declaration at clause 3.2(a), on the Customer's warranty at clause 17.2(f) and on the onboarding step. We do not operate age verification or age estimation, because on these facts it would be disproportionate and would create a larger identity dataset than the risk warrants. We say plainly that nothing technical prevents a person under 18 registering: what stands in the way is the requirement to represent an onboarded organisation, which is a commercial barrier and not a technical one.

4. Accounts and security

4.1 Account credentials are personal to the individual they are issued to. You must not share them, you must not allow anyone else to use your Account, and a Customer must not issue or permit the use of credentials by any individual under 18.

4.2 You must keep credentials secure and tell us without delay if you believe an Account has been accessed without authority.

4.3 A Customer is responsible for what is done through the Accounts of its Users, including anything entered, uploaded or sent.

4.4 We may require additional authentication measures, including multi factor authentication, for some or all Accounts.

4.5 A Customer must tell us promptly when a User no longer works for it or no longer needs access, so that the Account can be closed.

5. What the Platform is, and what it is not

5.1 The Platform is a marketplace. It lets Providers publish Programmes and materials, lets Agents find Providers and request to represent them, lets the two record an Agreement between themselves, and gives Agents tools to record Prospects, produce Proposals and share them with families.

5.1A Nature of the service. The Platform is a business tool by which Customers manage and exchange defined placement information. It is not a messaging, publishing, broadcasting, social networking or general communications service. You must not use the Platform to transmit or make available content other than the placement content the Platform is designed to carry.

5.2 We are not a party to any Agreement or other contract between Users. We do not act as agent, broker, employer, representative or fiduciary of any User.

5.3 We do not vet, endorse, accredit, inspect or guarantee any User, Programme, price, commission rate, placement or outcome. Appearing on the Platform is not an endorsement by us. We also limit how many Providers we list in a Listing Category under clause 13C, and we do that for commercial reasons, to keep each Listing Category useful to Agents. It is not an assessment of any Provider and it is not a form of vetting, endorsement or accreditation. Clause 13C.8 says so in full.

5.4 We do not provide education, accommodation, travel, care or supervision of children, and we do not carry out any safeguarding function. Clause 12 sets this out.

5.5 Nothing on the Platform is advice. That includes legal, immigration, tax, insurance, educational and safeguarding matters.

5.6 We may set reasonable limits on use, including on storage, file size, message volume and rate of access, and will give notice of a limit that materially affects you.

6. Agents: your obligations

This clause applies to Agents only.

6.1 Lawful basis for Student data. Before you enter Student Personal Data on the Platform or share it with a Provider, you must have a lawful basis for doing so. For information about a Student's health, medical needs or dietary requirements, the condition under Article 9 of the UK GDPR is explicit consent under Article 9(2)(a), and it is for you as the Agent to obtain it: you hold the direct relationship with the family, you create the record, and you decide which Providers receive it. That consent must be specific and informed as to purpose and as to the Providers to whom the record may be disclosed. You must be able to produce evidence of it under clause 17.2(g). We do not obtain that consent, we have no relationship with the family, and we are not able to check it. Article 9(2)(c), vital interests, is available in a genuine emergency and is not a substitute for consent.

6.2 Accuracy. Information you enter about a Student must be accurate and kept up to date for as long as it is being used to arrange a placement.

6.3 Minimisation. You must not enter more Student Personal Data than the placement requires. In particular you must not enter Safeguarding Records, which clause 12.3 prohibits.

6.4 Representation. You must not describe yourself as accredited by, appointed by, or in partnership with a Provider unless you have a current Agreement or Connection with that Provider covering that description.

6.5 No harvesting. You must not use the Platform to build a contact list, database or lead list for a purpose unrelated to arranging placements through the Platform, and you must not export Provider contact details for onward marketing. The Acceptable Use Policy says the same.

6.6 Proposal links. Proposal Links are provided for you to send to the adult parent, guardian or authorised representative of the Student the Proposal concerns. You must not send a Proposal Link directly to a Student under 18, and you are responsible for satisfying yourself of the recipient's identity before sending. You must not publish a Proposal Link, post it publicly or allow it to be indexed. A Proposal Page is protected by an unguessable link and an expiry period, not by a password, and its confidentiality depends on who you send it to. Before a Proposal Link can be sent you must have recorded the family contact by name and by relationship to the Student.

6.7 Families. Your own arrangements with a family, including any fee you charge them, are yours. We are not a party to them and we make no representation to a family about you.

6.8 Honest reporting, and no circumvention. You will tell us, when we ask, whether a placement with a Provider took place and with which Provider. You will not use the Platform to identify a Provider and then arrange business with it off the Platform in order to avoid the Transaction Fee. You do not pay the Transaction Fee, and you are not asked for an Own List: declaring the relationships brought to the Platform is the Provider’s obligation under clause 7.7, because the Provider is the party the Transaction Fee is charged to. This clause is how the Platform is paid for and it is what allows us to keep it that way.

6.9 Structured submission only. The reserve-confirm function on a Proposal Page accepts only the defined structured fields the Platform presents. You must not use it, and must not invite any recipient to use it, to transmit free text, personal narrative, or medical, dietary or safeguarding information. The Platform enforces this by accepting no free text at that endpoint; this clause states the obligation that goes with the control.

7. Providers: your obligations

This clause applies to Providers only.

7.1 Accuracy. Programme information you publish must be accurate and current, including dates, prices, capacity, ages accepted, location, accommodation arrangements, and any accreditation, inspection or registration you refer to. You must correct it promptly when it changes.

7.2 Rights in materials. You must hold all rights and permissions needed for the materials you upload, including in photographs and video of identifiable people. Where a photograph or video shows a child, you warrant that you hold a consent or other lawful basis which permits the image to be used for each of the purposes for which it may be used under these Terms: shared with Agents through the Toolkit; where you mark an item as shareable, onward to families; and, under clause 8.6, used by us to promote the Platform. You must be able to produce evidence of that consent or other lawful basis within 10 working days of our asking for it, and you must tell us promptly if it is withdrawn or ceases to apply. For the third of those purposes clause 8.6 draws a distinction: for our own first-party channels the warranty and the produce-on-request duty are what we rely on, and for paid advertising, press and any third-party channel we do not rely on the promise at all where the image contains an identifiable child. In that case the evidence must have been produced to us and be held by us before the image is used.

7.3 Your own safeguarding arrangements. If you deliver Programmes to children you must maintain your own safeguarding arrangements to the standard your regulator, accreditor and any host school require. Clause 12.4 sets out what that means for these Terms.

7.4 Commercial terms. Commission rates, payment terms and other commercial terms you record in an Agreement are your commitment to the Agent. We record them and display them to the parties. We do not guarantee, collect, hold, enforce or arbitrate them. This does not affect the Transaction Fee, which is payable to us and not to an Agent. Commercial terms recorded in an Agreement are confidential to the parties to that Agreement. We do not disclose them to any other User, and we do not use them to produce or publish Aggregate Insight under clause 8.10.

7.5 Responding to Students placed with you. Once a Student is placed with you, your handling of that Student's personal data is your own responsibility as a controller, and does not become ours because the record began on the Platform.

7.6 Student health information you receive. Where information about a Student's health, dietary requirements or medical needs is disclosed to you through the Platform, you receive it as a controller in your own right. You must hold your own condition under Article 9 of the UK GDPR for processing it, use it only for the delivery of the Programme and the welfare of that Student, hold it under your own retention arrangements, and not disclose it onward except where that is necessary for the Student's care or is required by law. We make the disclosure because an Agent has chosen to make it. We do not determine what you do with the information afterwards.

7.7 Agents you already work with. When you register, and whenever we ask, you will give us your Own List naming the Agents you already work with. What turns on it is the Transaction Fee, and the difference is large. For an Agent you have named, the fee is payable only on a Student you receive through the Platform (clause 13A.4). For an Agent you have not named, the fee is payable on every Booking between you, whether or not the Student came through the Platform and whether or not the Booking was made on it (clauses 13A.3 and 13A.4A). An Agent you do not name before a Connection with that Agent is recorded counts as one we introduced to you, however long you have in fact worked together. You will keep the list accurate, and you will not add an Agent to it after a Connection with that Agent has been recorded.

7.8 Contact details you upload. Where you give us contact details of people you work with, including your Own List, you confirm that you have the right to share them with us, that you have a lawful basis for doing so, and that we may contact them for the purpose you have asked us to. We record that confirmation and the date you gave it. Before anything is sent we may check that an address is deliverable, using a third party verification service.

8. Content and intellectual property

9. Confidentiality

9.1 Confidential Information means information disclosed by one party to another in connection with the Platform which is marked as confidential or which a reasonable person would treat as confidential given its nature and the circumstances of disclosure. It includes: commission rates, payment terms and other commercial terms recorded in an Agreement; a Provider's pricing, capacity and availability; an Agent's pipeline, prospect volumes and destination mix; unpublished Programme plans; and material in the Toolkit which the Provider has restricted to connected Users.

9.2 The obligation runs between Users as well as to us. Each User owes the obligations in this clause 9 to us, and to every other User whose Confidential Information it receives through the Platform. A User may enforce this clause 9 directly against another User under section 1 of the Contracts (Rights of Third Parties) Act 1999. Clause 23.9 otherwise excludes third party rights.

9.3 Use and disclosure. A party receiving Confidential Information may use it only to perform or take the benefit of the arrangements between the parties on the Platform, and may disclose it only to its own personnel and professional advisers who need it for that purpose and who are bound by obligations at least as protective as these.

9.4 What the Platform necessarily displays. It is not a breach of this clause for us to display, transmit or make available information in the way the Platform is designed to work. That includes showing a Provider's Programme details to connected Agents, showing an Agreement and its commercial terms to the parties to it, including Programme information and images in a Proposal an Agent sends to a family, and showing Content a Provider has published to the parts of the Platform open to all Users. Nor is it a breach for a User to use information for the purpose for which the Platform made it available to them.

9.5 Exceptions. This clause does not apply to information which is or becomes public other than by a breach of it, was lawfully held by the recipient before disclosure without an obligation of confidence, is independently developed without use of the disclosure, or is required to be disclosed by law, a court, a regulator or a professional obligation. In the last case the recipient will give notice before disclosing, where it is lawfully able to.

9.6 Safeguarding and assurance disclosures. Clause 12.5 permits a Provider to share these Terms, the Data Processing Addendum, its annexes and any security summary we publish with a host school, an accreditor, an inspector, an insurer or a professional adviser. That is not a breach of this clause. A Provider or an Agent may also disclose the identity of the other and the fact of a Connection where a school, a regulator or an insurer requires it.

9.7 When a Connection ends. Ending a Connection or an Agreement does not end this clause. On written request a party will return or destroy Confidential Information it holds, except: copies it must keep by law or under its own retention, audit or insurance obligations; copies held in routine backup, which remain subject to this clause until deleted in the ordinary cycle; and records of a completed transaction, which a party may keep for accounting, tax, insurance and the defence of claims.

9.8 Duration. The obligations last for three years from the date of disclosure, except that: (a) for information which is a trade secret or which is personal data they last for as long as the information keeps that character; and (b) for commercial terms — pricing, commission rates, fee arrangements and the terms of an Agreement — they last indefinitely.

10. Data protection

10.1 Each party will comply with Applicable Data Protection Law in respect of the personal data it handles in connection with the Platform.

10.2 The declared split. We set out expressly which processing we carry out as a processor for you, and which we carry out as a controller in our own right. We do not leave it to be inferred.

10.3 Where we act as processor, the Data Processing Addendum applies. It contains the terms required by Article 28(3) of the UK GDPR, the particulars of processing, the list of Subprocessors and the security measures.

10.4 Where we act as controller, the Privacy Policy describes what we do and why.

10.5 Agents and Providers.

(a) An Agent and a Provider who share a Prospect Record each determine their own purposes for what they do with it. The Agent's purpose is arranging a placement for the Student. The Provider's purpose is assessing, enrolling and delivering a Programme for that Student. Each is a controller in its own right for its own processing.

(b) Neither is a joint controller with us. For the processing listed as processor in clause 10.2 we act on the Customer's instructions and do not determine the purposes of that processing. For the processing listed as controller in clause 10.2 we determine our own purposes, and those purposes are ours alone.

(c) We do not decide what is disclosed between Users. An Agent decides whether to share a Prospect Record with a Provider, which Provider receives it, when, and which categories of information are included. We give effect to that decision and we record it.

(d) If you and another User jointly determine the purposes and means of any processing between yourselves, the arrangement required by Article 26 of the UK GDPR is yours to make, and to make available in essence to data subjects. We are not a party to it.

(e) Each of you remains responsible for its own transparency, lawful basis, retention and handling of data subject rights.

(f) An instruction to delete Student Personal Data is effective only where the Customer giving it is the controller of that data. Where the other Customer is the controller of the same record, we will tell the instructing Customer so and take no action on that record. This paragraph governs instructions between Customers and us; a request made by an individual is governed by clause 16.5(g) and by clause 8 of the Data Processing Addendum.

10.6 Special category data.

(a) You must not enter data revealing health, dietary requirements arising from health or belief, or any other special category data about a Student unless you have a valid condition under Article 9 of the UK GDPR for doing so and, where that condition is explicit consent, you hold it.

(b) For medical and dietary information about a Student you must record, at the point of entry and against that specific Student, your attestation that the family has given explicit consent to record the information and to share it with the Providers you propose for that Student. The medical and dietary fields will not save without it. The attestation records you, the time, the record and the version of the wording you were shown, and it cannot be edited afterwards. It is an attestation and not the consent itself: we do not hold the family's consent form, and we do not want to, because holding one for every Prospect Record would mean ingesting thousands of pieces of family paperwork we have no business holding. Clause 17.2(g) is what makes the attestation evidence rather than decoration.

(c) The control described in paragraph (b) operates on structured fields. It cannot operate on free text. Removing a name from a note does not remove the special category character of what the note says, and paragraph (a) applies with particular force to notes, messages, uploaded documents and voice notes.

(d) Withdrawal. Consent is withdrawable. On being told by you that a family has withdrawn it, we remove the medical and dietary information from the Platform ahead of and independently of any retention period which would otherwise apply. Any residual need to hold allergy or medical information for the safety of a Student already on a Programme is the Provider's to meet, under the Provider's own condition and its own duty of care. We do not retain the information to fill that gap.

10.7 The commitment at clause 8.11 takes effect as a documented processing instruction under the Data Processing Addendum as well as a term of these Terms.

10.8 Artificial intelligence and Student data. Clause 13 of the Data Processing Addendum declares, for each feature which sends data to a model, whether it sends no Student Personal Data, Student Personal Data with direct identifiers removed, or identified Student Personal Data. We publish that classification rather than leave it to be discovered.

11. Acceptable use

11.1 You must comply with the Acceptable Use Policy. It is a separate document, incorporated into these Terms by clause 1.4, and it is not restated here.

11.2 A breach of the Acceptable Use Policy is a breach of these Terms and may lead to suspension under clause 15 or termination under clause 16.

11.3 Prohibited content. You must not upload, transmit or make available through the Platform content that is illegal under the law of any part of the United Kingdom, that constitutes or facilitates a criminal offence, or that is harmful to children.

11.4 Review and removal. We may review, remove or restrict access to content, and suspend or terminate an Account under clause 15 or clause 16, where we have reasonable grounds to suspect a breach of clause 11.3. We operate a written process for reviewing content reported or otherwise suspected to be illegal and for taking it down swiftly, and a named individual is accountable to our senior governance body for these duties and for complaints under clause 11.6.

11.5 Proscribed organisations. We will remove the Account of any User which is a proscribed organisation, or which is operating on behalf of one, within the meaning of the Terrorism Act 2000.

11.6 Reporting and complaints. Any User, and any other person, whether or not they hold an Account, may report content they consider illegal or harmful, or complain about action we have taken in respect of content or an Account, by writing to support@studymarket.ai. We will acknowledge a report or complaint, assess it and act appropriately, and we treat a complaint as a reason to review the assessment it concerns. The route is intended to be easy to find, easy to access and easy to use, and it does not require the person using it to hold an Account.

11.7 What we do not do. We do not monitor, screen or scan content for illegal material, for safeguarding matters or for anything else, and we do not represent that we do. The obligations in this clause are discharged by design, by the terms of the agreement and by our response on becoming aware of something, and not by detection. Clause 12.3(h) says the same thing about Safeguarding Records and clause 5.3 says the same thing about Users.

11.8 Why this clause is here, stated plainly. We do not rely on the exemption for an internal business service at Schedule 1 paragraph 7 of the Online Safety Act 2023. We proceed on the basis that the Platform is, or may be, a regulated user-to-user service, and we comply proportionately on that footing. That is a deliberate choice: buying the compliance costs less than defending a contested exemption point would, and the measures the baseline requires of a small, low-risk service are short.

11.9 Assessments. We complete and keep under review an illegal content risk assessment against the Risk Profiles published by Ofcom, and a children's access assessment. Each is re-run on any significant change to the Platform and, in the case of the children's access assessment, in any event annually.

12. Safeguarding: what we do, and what we do not do

12.1 We are not a school, a college, an education provider or a childcare provider. Keeping Children Safe in Education is statutory guidance for schools and colleges in England. It does not apply to us and we do not claim that it does.

12.2 We carry out no safeguarding function. We do not employ or supervise anyone who works with children. We do not carry out criminal records checks. We do not assess, approve or monitor any Provider's safeguarding arrangements. We are not a designated safeguarding lead, a referral route or a reporting body. Appearing on the Platform says nothing about a Provider's safeguarding arrangements.

13. Fees

13.1 A Basic Account is free. Joining the Platform and holding a Basic Account are free, for Agents and for Providers alike, and we do not charge for access. A Basic Account is an Account used within the fair use limits published under clause 13D. Three separate charges may apply and each has its own clause: the Transaction Fee at clause 13A, which only a Provider pays; Listings at clause 13C, which only a Provider buys; and Additional Services at clause 13B. Each applies from the date notified under clause 13.3 and on the terms of the Fee Schedule or Order in force. Nothing in this clause limits clause 13A, 13B, 13C or 13D.

13.2 We may introduce fees. Where we do, the fees, the parts of the service they attach to, the billing period, the currency and the payment terms will be set out in a Fee Schedule or in an Order. A Fee Schedule takes effect when we have made it available to you and any notice period under clause 13.3 has expired, and when it does it becomes part of the agreement under clause 1.4, and no other change to these Terms is needed.

13.3 Notice. We will give at least 60 days written notice before fees first apply to your Account, and at least 30 days written notice before an increase to fees already applying. If you do not accept the change you may close your Account before it takes effect, and nothing is payable.

13.4 Unless a Fee Schedule or Order says otherwise:

(a) fees are exclusive of value added tax and any other tax or duty, which you pay in addition;

(b) invoices are payable within 30 days of the invoice date;

(c) we may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998;

(d) you must pay in full without set off, counterclaim or deduction, except any deduction required by law;

(e) we may suspend a paid feature where an invoice is more than 14 days overdue and we have given you written notice; and

(f) fees already paid are not refundable except where these Terms expressly say so.

13.5 Nothing in this clause makes us a party to, or responsible for, any payment between Users, including commission. This clause is subject to clause 13A.10, and does not affect the Transaction Fee, which is payable to us.

13A. The Transaction Fee

13A.1 The bargain. This clause is a Transaction Fee on business the Platform creates. Each of us commits to it: we introduce Agents and Providers to each other and give them the tools to work together; the Provider tells us which Agents it already works with, so that a relationship it brought with it is never charged as one we made; neither of you arranges business off the Platform in order to avoid the fee; and each of you tells us honestly what business took place. Only Providers are invoiced for the Transaction Fee. Agents do not pay it, and this clause is the reason we are able to keep it that way.

13A.2 The fee, and the rate. The Provider pays us a Transaction Fee on every successful Booking to which clause 13A.3 or clause 13A.4 applies, at the rate set out in your Order or, where your Order does not state a rate, at the rate set out in the Fee Schedule in force for that Season. The standard rate is currently one per cent (1%) of the Gross Programme Value of the Booking.

13A.2A The rate does not change during a Season. The rate in force when a Season begins applies to every Booking for that Season, whether the Booking is made before, during or after that Season. We may increase the rate for a later Season, to a reasonable level, on written notice given under clause 13.3 and in any event before that Season begins. We will not increase the rate for a Season which has already begun.

13A.3 Where we made the introduction. Where the Agent and the Provider were Introduced to each other, the Transaction Fee is payable on every Booking arising between them, whether or not the Student was submitted through the Platform and whether or not the Booking was made through the Platform.

13A.4 Where you already knew each other. Where the Agent and the Provider were not Introduced to each other, the Transaction Fee is payable only on a Booking for a Student submitted to the Provider through the Platform.

13A.4A If you have not told us, the relationship is ours. An Agent who is not named in your Own List before a Connection with that Agent is recorded is treated as Introduced to you by us, and clause 13A.3 applies to every Booking arising between you, whether or not you had met, dealt with, or previously been introduced to that Agent. It is for you to declare the relationships you bring with you. Clause 13A.4 applies only where you have.

13A.5 The period the fee runs for. The Transaction Fee is payable on every Booking for a Season in which the Provider held an Account at any time. That includes a Booking made after the Provider's Account has closed and a Booking for a Programme delivered after it has closed. It is not payable on a Booking for a later Season.

13A.6 Returns. Within 30 days of the end of each Season, and at any other point set out in the Fee Schedule, the Provider will give us a Return listing every Booking for that Season to which clause 13A.3 or 13A.4 applies, identifying for each the Agent, the Provider's own booking reference for the Student, the Gross Programme Value, and any refund made. The Return must be complete and accurate, and must be given whether or not the Provider's Account is still open.

13A.6A Information about your Bookings. We may ask you at any time for information about Bookings with any Agent, including Bookings not made through the Platform, and you will give it within 14 days. This is separate from the Return and we may ask whether or not a Return is due.

13A.7 Invoicing. We invoice from the Return, and clause 13.4 applies to the invoice. Where a Booking is cancelled or a refund is made after the Return has been given, the fee on the refunded amount is credited against the next invoice or, where there will be none, repaid within 30 days.

13A.8 Records and inspection. The Provider will keep records sufficient to verify each Return for six years from the end of the Season it covers. Where we reasonably believe a Return is materially inaccurate we may, on 14 days written notice and not more than once in any twelve months, appoint an independent accountant bound by confidentiality to inspect those records so far as they relate to Bookings within this clause. We bear the cost, unless the inspection shows the Transaction Fee was understated by more than 5% for the period inspected, in which case the Provider bears it and pays the shortfall with interest under clause 13.4(c).

13A.9 No circumvention. Neither an Agent nor a Provider may, or may permit a member of its Group to, structure, route or record a Booking so as to avoid or reduce the Transaction Fee, including by taking the Booking through another entity, by recording it as arising from a different Agent, by dealing with a member of the other party's Group, or by deferring a Booking to a later Season. Where that happens, the Transaction Fee is payable as if the arrangement had not been made.

13A.10 What the fee is not. The Transaction Fee is payable to us for the introduction and for access to the Platform. It is not commission, it is not a share of any Agent's commission, and it does not make us a party to any Agreement between Users. Clauses 5.2, 7.4 and 13.5 are unaffected.

13A.11 Currency. Where a Gross Programme Value is invoiced in a currency other than pounds sterling, it is converted at the Bank of England spot rate on the date of the Provider's invoice.

13B. Additional Services

13B.1 What they are. We provide services alongside access to the Platform which are not part of the Transaction Fee. They include provider webinars and training, inclusion and promotion in our email programme, featured or priority placement, onboarding and listing assistance, marketing support, and reporting. We call these Additional Services.

13B.2 Free during launch. We provide Additional Services at no charge during the Pilot Period, and we may continue to do so afterwards. Providing an Additional Service at no charge does not entitle you to receive it at no charge in future, or to receive it at all.

13B.3 Charging for them. We may begin charging for any Additional Service. Where we do, the service, the charge, the billing period and the payment terms will be set out in a Fee Schedule or in an Order, and the notice periods in clause 13.3 apply. You are not obliged to buy an Additional Service, and declining one does not affect your Account or your access to the Platform.

13B.4 Changing or withdrawing them. We may change or withdraw a free Additional Service at any time. Clause 14.3 applies to an Additional Service you pay for.

13B.5 Agents. Additional Services are provided to Providers. We do not sell Additional Services to Agents, and nothing in this clause is a route to charging an Agent for something it needs in order to trade. Where an Agent's use of the Platform itself is the question, the clause that applies is clause 13D, which is about the volume of use rather than about a service being bought.

13C. Listings and Listing Categories

13C.1 What a Listing is. A Listing is a Provider's place on the Platform in one Listing Category for one Season. You need a Listing for each Listing Category in which you want your Programmes to appear.

13C.2 What a Listing Category is. A Listing Category is a grouping of Programmes which we define by location, price point and course type. We decide what the Listing Categories are, how they are described, what price point each covers, and which Listing Category a Programme belongs to. Your own pricing does not determine your Listing Category. We may add, combine, divide or rename a Listing Category. Where a change we make moves your Programme into a different Listing Category during a Season, we will tell you and your Listing continues for the rest of that Season at no further charge.

13C.3 Why we limit Listings. We limit how many Providers we list in a Listing Category so that the Platform offers Agents a broad range of Providers rather than a crowded field of near identical ones, and so that no Provider is placed under competitive pressure which serves nobody. That is a judgement about the shape of the marketplace. It is not an assessment of any Provider, and clause 13C.8 says what it is not.

13C.4 Fees. Listing fees are set out in the Fee Schedule. Each Listing Category is priced by tier according to demand for it. Where you hold more than one Listing, each is charged in addition at the rate for its own Listing Category, subject to any multiple Listing discount in the Fee Schedule. Listing fees are payable in advance for the Season and clause 13.4 applies.

13C.5 Invoicing and non payment. We will invoice you within 14 days of confirming your Listing. Where an invoice is not paid by its due date we may offer that Listing to another Provider, and clause 15 applies.

13C.6 How many we grant in a Listing Category. We limit the number of Listings we grant in a Listing Category and we expect to keep those numbers small. We do not commit to a maximum, we do not grant exclusivity, and the number may change between Seasons and during a Season. A Listing does not guarantee that any particular Provider will be absent from your Listing Category.

13C.7 Both fees apply. A Listing fee buys your place on the Platform. It is separate from the Transaction Fee under clause 13A, which remains payable on Bookings whether or not you hold a Listing.

13C.8 A Listing is not an endorsement. We limit Listings for commercial reasons, to keep each Listing Category useful to Agents, and not because we have assessed the quality, suitability, safety or safeguarding arrangements of the Providers we list. Holding a Listing does not mean that we have vetted, inspected, accredited or approved you, and you must not describe it as though we had. Clause 5.3 applies in full to a Provider holding a Listing, and clause 12.6 applies to any use you make of these Terms with a host school, an accreditor, an inspector or an insurer.

13C.9 Term and renewal. A Listing runs for the Season for which it is granted and does not renew automatically. We will tell you at least 60 days before the end of a Season whether we are offering you a Listing for the next Season and on what terms. Where we are, you have 30 days from that notice to accept before we may offer that Listing to another Provider.

13C.10 Suspension and withdrawal. Where we suspend or withdraw a Listing under clause 15, we will refund the part of the Listing fee covering the unexpired part of the Season, unless the suspension or withdrawal arises from something you have done or failed to do.

13C.11 No transfer. A Listing is personal to the Provider it is granted to. You may not sell, transfer, sublicense or share it, including with a member of your Group.

13D. Fair use

13D.1 A Basic Account is free for the ordinary conduct of your business, and for an Agent the Platform is free to use on that basis. Two things carry a real and variable cost to us: the number of people in your organisation who hold an Account, and use of features which generate output using artificial intelligence. Those are the two the limits below are set against.

13D.2 We may set fair use limits. They may apply to the number of Users in your organisation and to the volume of AI Output generated, and may also apply to the number of Prospect Records, storage and message volume. We will publish the limits and give at least 30 days notice before introducing or reducing one, except where an immediate limit is needed to protect the Platform or another User. Clause 5.6 is subject to this clause where a limit is introduced under it.

13D.3 Where your use exceeds a fair use limit we may restrict the feature until the start of the next period, offer you a paid plan, or charge for the excess at the rate set out in the Fee Schedule. We will tell you before we charge you anything, and we will first give you the option of returning to within the limit instead.

13D.4 This clause applies to Agents and to Providers. It does not make an Agent liable for the Transaction Fee.

14. Availability, support and changes to the Platform

14.1 During the Pilot Period the Platform is provided as it is. Features may change or be withdrawn, errors and downtime may occur, and we do not commit to a level of availability. We will make reasonable efforts to keep the Platform available and to give notice of planned downtime.

14.2 After the Pilot Period, or where an Order says so, availability and support commitments will be set out in a service level schedule published at studymarket.ai/legal or in the Order, and will become part of the agreement under clause 1.4.

14.3 We may change, add to or withdraw features. Where we withdraw a feature your organisation materially relies on and pays for, you may end the affected part of the agreement and we will refund fees paid for the unused period.

14.4 We may make changes needed for security, for legal compliance or to prevent harm without prior notice, and will tell you as soon as we reasonably can.

15. Suspension

15.1 We may suspend or restrict an Account, a Connection or a feature, immediately where the circumstances require it, if:

(a) you breach these Terms or the Acceptable Use Policy;

(b) information you have given us is materially inaccurate or misleading;

(c) we reasonably suspect fraud, illegality, or a risk of harm to another User, to a Student, to a family or to the Platform;

(d) an invoice is overdue and clause 13.4(e) applies; or

(e) we are required to do so by law or by a regulator.

15.2 We will tell you why, unless doing so would breach the law or prejudice an investigation, and we will restore access once the reason for the suspension has ended.

15.3 Suspension does not by itself end the agreement, and does not relieve you of any obligation under it.

16. Term and termination

16.1 The agreement starts when you register an Account and continues until it is ended under this clause.

16.2 You may close your Account at any time on written notice to us.

16.3 We may end the agreement:

(a) on 30 days written notice;

(b) immediately, where you are in material breach and have not put it right within 14 days of written notice asking you to;

(c) immediately, where you become insolvent, enter an insolvency process or cease to trade; or

(d) immediately, where clause 15.1 applies and the circumstances are serious enough that suspension is not an adequate response.

16.4 We may end or change the Pilot Programme on 30 days written notice. Ending the Pilot Period does not by itself end the agreement.

16.5 On termination:

(a) your licence to use the Platform ends and access is withdrawn;

(b) at any time while we still hold it, you may ask us in writing for an export of your data, and we will provide it in a structured, commonly used, machine readable format within 14 days of your request, so that you are able to move to another system. There is no self service export tool and this clause does not promise one. We will delete or anonymise Student Personal Data on completion of that export, or at the end of the Season in which termination takes effect plus six months, whichever is first, and we will keep your other data until the end of that same period and then delete or anonymise it. We keep data to the end of that Season because a placement made for it may still be running and a Transaction Fee for it may still be owed, and both have to be capable of being completed and evidenced. That period applies in place of any longer period which would otherwise apply to that data while your Account is open. It never displaces a shorter one: where a shorter period applies to particular data, including the periods which govern medical and dietary information, that shorter period applies and this paragraph does not extend it. Nothing in this paragraph shortens a period where a legal hold, a live safeguarding investigation, a statutory inquiry instruction or a law enforcement instruction applies under clause 8.5 of the Data Processing Addendum. This paragraph is subject to clause 16.7 and to clause 10 of the Data Processing Addendum;

(c) any Agreement between you and another User is unaffected, because it is a contract between the two of you, and for the same reason the Transaction Fee under clause 13A continues to apply to a Booking within clause 13A.5 notwithstanding termination;

(d) Content already delivered to another User or to a family is governed by clause 8.7;

(e) each party will return or destroy the other's Confidential Information under clause 9.7;

(f) each Connection between you and another User ends, and access to Toolkit materials made available through it is withdrawn. Content already delivered is governed by clause 8.7. An Agent's own Prospect Records, notes and Proposals remain the Agent's Content under clause 8.4 and are not affected by a Provider's Account closing, and a Provider's Programme Content is not affected by an Agent's Account closing; and

(g) Retention periods and individual rights are separate. The periods in this clause govern how long we retain data after this agreement ends. They do not extend, delay, shorten or otherwise qualify any right an individual has under data protection law, and they are not an answer to a request made under one. Where an individual exercises such a right, the request is answered within the statutory period that applies to it, by the Customer where the Customer is the controller and by us where we are, regardless of any period in this clause. Nothing in this clause permits either party to defer a response to an individual until the end of a Season.

16.6 Survival. Clauses 1.6, 2, 6.8, 7.7, 8 (other than the licence at 8.2), 9, 10, 12.3, 12.6, 13, 13A, 13B, 13C, 16.5, 16.7, 17, 18, 19, 20, 22, 23 and 24, the Fee Schedule in force for any Season to which clause 13A.5 applies, and the Data Processing Addendum so far as it governs data we still hold, survive termination.

16.7 Records we keep regardless. We will retain the following for six years from the end of the Season they concern, for the purposes of clause 13A and our statutory accounting obligations: the Provider and Agent organisation names on a Booking; the Provider's own booking reference for the Student; the Season the Booking belongs to; the Gross Programme Value and any refund made; the date and content of a Return; the date, number and amount of an invoice and of any credit; correspondence about any of those; and the organisation names and lodgement dates recorded in an Own List. The list in this paragraph is exhaustive and is stated as a list of records rather than as a category, so that "Booking record" cannot expand by usage into something which holds a Student's data on a six year clock. No Student Personal Data is retained under this clause. Where an Own List also names individuals at those organisations, we hold those contact details separately and anonymise them 24 months after the last activity on the relationship, because the identity of an individual contact is not what evidences whether a pair was Introduced. Clause 16.5(b) and clause 10 of the Data Processing Addendum are subject to this clause.

17. Warranties

17.1 Each party warrants that it has the authority to enter into the agreement and that entering into it does not breach any obligation it owes to anyone else.

17.2 You warrant that:

(a) your registration information is accurate and you meet the requirements in clause 3;

(b) you hold the rights and permissions in clause 7.2, the lawful basis in clause 6.1 and the confirmations in clause 7.8, as applicable to you;

(c) your Content does not infringe the rights of any other person and is not unlawful;

(d) your use of the Platform complies with applicable law, including data protection law, anti bribery law, sanctions and export control;

(e) you comply with the Acceptable Use Policy;

(f) every individual to whom you grant access to the Platform is aged 18 or over. We cannot know the age of your staff and you can, so the obligation sits with the party which has the knowledge;

(g) for each Student about whom you enter medical or dietary information, you have obtained the family's explicit consent to record that information and to share it with the Providers you propose for that Student, and you will produce evidence of that consent within 10 working days of our asking for it; and

(h) you will send a Proposal Link only as clause 6.6 permits.

17.3 We warrant that we will provide the Platform with reasonable skill and care and in accordance with the security measures in Annex 3 to the Data Processing Addendum.

17.4 Except as set out in clause 17.3, the Platform is provided as it is, and all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent the law allows. In particular we do not warrant that the Platform will be uninterrupted or free of error, that any placement, partnership, connection or revenue will result from using it, or that AI Output is accurate or complete.

18. Liability

18.1 Nothing in the agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else which cannot lawfully be limited or excluded.

18.2 Neither party is liable to the other for loss of profit, revenue, business, contracts or anticipated savings, loss of goodwill or reputation, or for indirect or consequential loss, whether or not it was foreseeable.

18.3 Our total liability arising in any period of twelve months, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the greater of:

(a) the total fees paid or payable by your organisation for the twelve months before the claim arose; and

(b) GBP 100,000.

While no fees are payable, paragraph (b) applies.

18.3A Your liability is not limited by clause 18.3, which limits our liability only. Except where clause 18.2 applies and except where the law provides otherwise, no financial limit applies to your liability under the agreement.

18.4 Clause 18.2 does not apply to your liability:

(a) under clause 9 (confidentiality);

(b) under clause 12.3 (safeguarding records);

(c) under clause 19 (indemnity); or

(d) for infringement of our intellectual property rights.

18.5 We are not liable for the acts or omissions of another User, for any Agreement or other contract between Users, for any commission or payment between Users, or for any Programme delivered by a Provider.

18.6 Neither party may bring a claim more than twelve months after it became aware, or should reasonably have become aware, of the facts giving rise to it. This does not apply to a claim for non payment of fees.

19. Indemnity

19.1 You will indemnify us against the losses, damages and reasonable costs we incur arising from:

(a) your breach of clause 6, clause 7, clause 12.3 or clause 17.2;

(b) a claim by a third party that your Content infringes their rights;

(c) a claim by a Student, a family, another User or a regulator arising from your own processing of Student Personal Data; and

(d) an instruction you gave us, or your breach of the agreement, which causes a regulatory penalty to be imposed on us.

For this purpose our losses, damages and costs include: compensation we pay, or are ordered to pay, to a data subject or to another User; the reasonable costs of investigating and responding to an incident, including forensic investigation, notifying affected individuals and any supervisory authority, and remediation; our reasonable legal and professional costs of responding to a supervisory authority or other regulator; and, to the extent permitted by law, any regulatory fine or penalty imposed on us.

19.2 Conduct of a claim. We will tell you promptly about a claim covered by clause 19.1 and will not admit it. You may conduct the defence and settlement of a third party claim, subject to the following:

(a) we may take over conduct of the claim at any time on written notice, and your obligation under clause 19.1 is unaffected if we do;

(b) you may not settle a claim in a way that admits fault on our part, imposes any obligation on us, or affects our relationship with a supervisory authority or other regulator, without our written consent;

(c) we will give reasonable assistance at your cost; and

(d) this clause does not apply to any matter involving a supervisory authority or other regulator. We will conduct those matters ourselves. We will keep you informed and will consult you before making a submission which concerns you, and clause 19.1 continues to apply to them.

20. Disputes between Users

20.1 We are not a party to a dispute between Users and we have no obligation to investigate, mediate or resolve one.

20.2 We may, but need not, provide records held on the Platform to a User, a court, a regulator or a law enforcement body where we are required or permitted to do so. Where a User asks us to produce records for a dispute we are not party to, we may charge our reasonable costs, and we will tell the other User unless the law prevents us.

20.3 We may suspend or restrict a Connection while a dispute is live where continuing it would risk harm to a User, a Student or a family.

20.4 Nothing in this clause affects our obligations under the Data Processing Addendum.

21. Changes to these Terms

21.1 We may change these Terms, the Acceptable Use Policy, the Data Processing Addendum and any Fee Schedule.

21.2 For a change which is not material we will publish the new version and update its effective date.

21.3 For a material change we will give at least 30 days notice by email to the address on your Account and by a notice in the Platform. A change to fees is governed by clause 13.3 instead.

21.4 A material change takes effect at the end of the notice period. If you do not accept it you may close your Account before then. Continuing to use the Platform after that date is acceptance.

21.5 We will not make a change to the Data Processing Addendum which reduces our obligations as processor without the Customer's agreement, unless the change is required by law or replaces a transfer mechanism which is no longer valid.

21.6 Existing pilot users. If you are bound by the Study Market Registration Terms (Pilot Programme) dated 1 May 2026, these Terms are offered to you as replacement terms. We will give you at least 30 days notice by email to the address on your Account and by a notice in the Platform. These Terms replace the pilot terms in full on the earlier of:

(a) your acceptance of them through the Platform; and

(b) your continued use of the Platform after the end of the notice period.

If you do not wish to accept them you may close your Account before the end of the notice period. We will record which version of these Terms you accepted and when.

22. Resolving a dispute with us

22.1 Talk first. Either party may give the other written notice of a dispute. Within 21 days of that notice a senior person nominated by each party will discuss it and try to resolve it.

22.2 Mediation. If the dispute is not resolved within 30 days of the notice under clause 22.1, the parties will attempt to settle it by mediation under the CEDR Model Mediation Procedure or such other procedure as they agree. Unless the parties agree otherwise the mediation will be conducted remotely and they will share the mediator's fees equally. Neither party may start court proceedings until the mediation has ended or 60 days have passed since the notice under clause 22.1, whichever is earlier.

22.3 Neither clause 22.1 nor clause 22.2 prevents a party from applying at any time for an injunction or other urgent relief, or from bringing a claim for an undisputed debt.

22.4 Governing law and jurisdiction. The agreement, and any dispute arising out of or in connection with it including a non contractual one, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

23. General

23.1 Notices. Notices to us go to legal@studymarket.ai and, where a notice terminates the agreement, also by post to our registered office. Notices to you go to the email address on your Account and, where we have one, to your registered office. A notice by email is treated as given when sent, unless the sender receives a delivery failure.

23.2 Assignment. You may not assign or transfer the agreement without our written consent. We may assign it to a group company or to a buyer of the business or assets to which it relates, and will tell you. Where you transfer all or a material part of your business, or undergo a change of control, you will procure that the transferee assumes your obligations under clauses 13A and 13C in respect of every Booking for the current and preceding Season and every Listing then in force.

23.3 Subcontracting. We may subcontract our obligations. We remain responsible for what our subcontractors do. Processing subcontractors are governed by clause 7 of the Data Processing Addendum.

23.4 Entire agreement. The documents listed in clause 1.4 are the whole agreement between us and replace anything said or written before. Neither party relies on any statement not set out in them. This does not limit liability for fraud.

23.5 Waiver. A delay in enforcing a right does not waive it. A waiver of one breach is not a waiver of another.

23.6 Severance. If a provision is found to be unenforceable, the rest of the agreement is unaffected and the provision is modified to the minimum extent needed to make it enforceable.

23.7 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship between us.

23.8 Force majeure. Neither party is in breach because of an event beyond its reasonable control. If the event continues for more than 60 days either party may end the agreement on written notice.

23.9 Third party rights. Except as clause 9.2 provides, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. The parties may vary or rescind the agreement without the consent of any third party.

23.10 Records. Each party will keep the records it needs to show compliance with the agreement, and will keep them for at least six years or for any longer period the law requires.

24. Language

24.1 These Terms, the Acceptable Use Policy and the Data Processing Addendum are published in twenty languages for convenience. The English version is the authoritative version. If there is any difference of meaning between a translation and the English version, the English version prevails.

24.2 Some documents are maintained in English only, and each carries a line in the reader's own language explaining that it is maintained in English and why. They include the list of Subprocessors at Annex 2 to the Data Processing Addendum, the list of processors in the Privacy Policy, and any schedule which changes more often than these Terms do. A schedule which is republished whenever a vendor changes cannot be kept accurate in twenty languages at once, and a stale translation of a Subprocessor list is worse than an English one the reader is told is English.

24.3 Notices to us must be in English.

25. How to reach us

We have not appointed a data protection officer. Article 37 of the UK GDPR does not require one on our processing, and privacy@rokket-digital.co.uk is the contact point for all data protection matters.