Starlight Launchpad Programme

STAR21 – Starlight Launch Pad Programme Agreement (4 weeks)

This Agreement is made between:

Parties:
(1) Star21 Limited incorporated and registered in England and Wales with company number [16356762] whose registered office is at 8 Stuart Green, Warminster, England, BA12 9NU ("Provider");
(2) The Customer,

Together, the "Parties" and each a "Party".

1. Purpose and relationship to SaaS Agreement

1.1 This Agreement grants the Customer short-term access to the Starlight platform for a four-week paid evaluation ("Launchpad Period").

1.2 Except where varied below, the terms of the Starlight SaaS Customer Agreement (the "SaaS Agreement")—including all three Schedules—apply in full and are incorporated by reference.

1.3 In the event of any inconsistency, this Agreement prevails for the Launchpad Period.

2. Definitions

2.1 In this Agreement, unless the context otherwise requires:

• "Authorised Users" means employees or staff members of the Customer who are permitted to access and use the Platform under the terms of this Agreement.
• "Confidential Information" means all information of a confidential nature disclosed by one Party to the other, including technical, commercial, and business information.
• "Fees" means the charges payable by the Customer to the Provider as set out in Schedule 1.
• "Licence" means the right granted to the Customer under clause 2.
• "Platform" means the Provider's SaaS platform known as "Starlight" including the Constellation Dashboard, AI Feedback and Time Saving Toolkit.
• "Services" means the provision of access to the Platform and related services as further described in Schedule 2.
• "Term" means the period during which this Agreement is in force in accordance with clause 4.

3. Launchpad Term and Scope

3.1 Duration: Four (4) weeks from the date the first Authorised User account is created or the first recording uploaded.

3.2 Scope: Licence for up to five (5) Authorised Users for internal evaluation only.

3.3 Hardware: If StarDrive USBs are supplied, they are one-off items and not subject to renewal.

4. Fees

4.1 Launchpad Fee: £100 (ex VAT) payable at enrolment (via Stripe or other approved method).

4.2 No other subscription fees apply during the Launchpad Period.

5. Data, Safeguarding, and Confidentiality

5.1 The Data Processing Agreement (Schedule 2) of the SaaS Agreement governs all processing of Customer Personal Data.

5.2 The Customer remains the Data Controller and is responsible for lawful basis, notices, and safeguarding compliance.

5.3 The Provider acts as Processor and may create anonymised/aggregated data as an independent Controller, in line with the SaaS Agreement.

5.4 The safeguarding disclaimer in clause 8(e)–(f).

6. Warranties and Liability

6.1 The Provider will deliver the Services with reasonable care and skill but does not warrant uninterrupted or error-free operation.

6.2 Liability Cap: The Provider's aggregate liability under this Agreement is limited to the Launchpad Fee actually paid.

7. Expiry and Data Deletion

7.1 This Agreement ends automatically at the end of the Launchpad Period unless replaced by a full SaaS Customer Agreement.

7.2 Following the expiry of this Agreement, and unless superseded by a full SaaS Customer Agreement, the Provider will, within ninety (90) days, delete or, at the Customer's request, return all Customer Personal Data, unless continued under a new contract or legally required to retain it.

8. CUSTOMER OBLIGATIONS

The Customer shall:

• (a) ensure that only Authorised Users access the Platform;
• (b) prevent any malicious, unlawful, or inappropriate uploads;
• (c) comply with all applicable data protection and safeguarding laws;
• (d) not use the Platform for any unlawful purpose.
• (e) acknowledge that the Platform is not designed or intended to serve as a safeguarding monitoring tool. Responsibility for safeguarding remains with the Customer in accordance with its statutory duties.
• (f) In the event that a safeguarding concern or request is communicated to the Provider, the Provider shall handle such request in accordance with applicable law and its internal Guidance on Recordings, Safeguarding and Allegations documentation

9. Governing Law

As set out in the SaaS Agreement: England & Wales law and exclusive jurisdiction of its courts.

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Schedule 1 – Commercial Summary

Item	Detail
Launchpad Fee	£100 (ex VAT) one-off
Duration	4 weeks
Authorised Users	Up to 5
Support	Mon–Fri 9 am–5 pm UK time (info@starlightmentor.com)
Uptime Target	99 % availability
Hardware (if supplied)	StarDrive USBs (one-off supply)

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Schedule 2 – Data Processing Agreement

1. Definitions

"Data Protection Laws" means UK GDPR, the Data Protection Act 2018, and any other applicable data protection or privacy laws in the UK.

"Customer Personal Data" means personal data contained in audio recordings, transcripts, reports and any other content uploaded to or generated by the Platform that relates to identifiable individuals at the Customer (including staff and pupils).

Capitalised terms not defined here have the meaning given in the Agreement.

2. Roles of the Parties

2.1 Controller/Processor. For the purposes of Data Protection Laws, the Customer is the Data Controller and the Provider is the Data Processor in relation to Customer Personal Data processed via the Platform.

2.2 Provider as (separate) Controller for Anonymised/Aggregated Data. The Provider may create and use anonymised and aggregated data derived from Customer Personal Data (which does not identify any individual or the Customer) for purposes including service improvement, analytics, benchmarking and research. The Provider acts as an independent Data Controller for such anonymised/aggregated data. The Provider shall not attempt to re-identify individuals and shall publish no outputs that identify the Customer without prior written consent.

3. Processing Instructions and Purpose

3.1 The Provider shall process Customer Personal Data only on the documented instructions of the Customer, including as necessary to:

• (a) provide, maintain and secure the Platform;
• (b) generate lesson transcripts, reports and insights for the Customer's internal educational and administrative purposes; and
• (c) meet legal or regulatory requirements.

3.2 The Provider shall promptly inform the Customer if, in its opinion, an instruction infringes Data Protection Laws.

4. Lawful Basis, Transparency and Notices

4.1 The Customer is responsible for determining a lawful basis for processing, and for providing all required notices and, where applicable, obtaining consents from data subjects (e.g., staff, pupils, parents/guardians) for recording and uploading audio to the Platform.

4.2 The Provider shall make available a privacy notice describing its processing as a processor and, where acting as controller for anonymised/aggregated data, the relevant controller processing.

5. Confidentiality and Security

5.1 The Provider shall ensure that persons authorised to process Customer Personal Data are subject to appropriate duties of confidentiality.

5.2 The Provider shall implement appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, having regard to the risks, state of the art and cost of implementation.

6. Sub-processors

6.1 The Customer authorises the Provider to appoint Sub-processors reasonably necessary for the Platform (e.g., cloud hosting, AI infrastructure).

6.2 The Provider shall impose written data-protection terms on Sub-processors that are no less protective than this Schedule and remains fully liable for their acts and omissions.

6.3 The Provider shall maintain a Sub-processor list and provide prior notice of changes; the Customer may object on reasonable data-protection grounds. Where the Customer objects and the Parties cannot agree reasonable alternatives, either Party may terminate the affected services without penalty.

7. International Transfers

The Provider shall not transfer Customer Personal Data outside the UK (or EEA, as applicable) unless appropriate safeguards are in place (e.g., UK IDTA/UK Addendum to EU SCCs or an adequacy regulation), with enforceable data-subject rights and effective legal remedies.

8. Data Subject Rights and Assistance

Taking into account the nature of processing, the Provider shall assist the Customer, by appropriate technical and organisational measures, to respond to data-subject requests under Data Protection Laws.

9. Personal Data Breach

The Provider shall notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data and shall provide information and cooperation reasonably required for the Customer to meet its legal obligations.

10. DPIA and Regulatory Cooperation

The Provider shall provide reasonable assistance to the Customer with data protection impact assessments, prior consultations with supervisory authorities, and responses to regulatory enquiries, in each case solely in relation to the processing of Customer Personal Data by the Provider.

11. Retention and Deletion

11.1 The Provider may, at its discretion, delete files, recordings or other Customer Personal Data from the Platform at any time where reasonably necessary for the secure and effective operation of the Services.