By clicking “I Accept” or by accessing or using the Wonde Sandbox Environment, you (“Licensee“) agree to be bound by these Sandbox Licence Terms (“Terms”) with Wonde Limited, a company registered in England and Wales under company number 14160647 whose registered office is at Furlong House, 2 Kings Court, Newmarket, CB8 7SG (“Wonde“). If you do not agree to these Terms, you must not access or use the Sandbox Environment.
These Terms take effect on the date you click to accept the terms, or on the date you first access or use the Sandbox Environment (the “Effective Date“).
Definitions
In these Terms, the following words have the meanings set out below:
“Applicable Laws” means all applicable laws, statutes, regulations, regulatory policies, mandatory guidance or codes of practice, and requirements of any regulatory body from time to time in force in the United Kingdom, and in any other jurisdiction in which the Licensee is established or operates, in each case to the extent applicable to the Licensee’s use of the Sandbox Environment;
“Confidential Information” means all confidential information disclosed by Wonde to the Licensee (or which the Licensee otherwise accesses) in connection with the Sandbox Environment, including the structure, functionality, and technical specifications of the Sandbox Environment and any Documentation, but excluding information that: (i) is or becomes publicly available other than through a breach of these Terms; (ii) was already known to the Licensee at the time of disclosure; or (iii) is independently developed by the Licensee without reference to Wonde’s Confidential Information;
“Documentation” means any technical documentation, user guides, API reference materials, or other materials relating to the Sandbox Environment made available by Wonde from time to time;
“Dummy Data” means the fictitious and synthetic data sets provided or made available by Wonde within the Sandbox Environment, which does not constitute real School Data relating to any identifiable individual or actual school; and
“Wonde API” and “Wonde Software” have the meanings given to those terms in Wonde’s standard API Licence Agreement, as published on Wonde’s website from time to time.
1. Grant of Sandbox Licence
1.1. Subject to the Licensee’s compliance with these Terms, Wonde grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Sandbox Environment solely for the Permitted Purpose during the Sandbox Term.
1.2. The licence granted under clause 1.1 is personal to the Licensee and may not be assigned, transferred, or otherwise dealt with by the Licensee to any third party without Wonde’s prior written consent.
1.3. Access to the Sandbox Environment is granted free of charge. No fees are payable by the Licensee in respect of the Sandbox Environment under these Terms.
1.4. Wonde does not guarantee that the Sandbox Environment will reflect the full functionality, performance, or features of any production version of the Wonde Software or Wonde API. The Sandbox Environment is made available for evaluation purposes only and Wonde may update, modify, restrict, or withdraw features of the Sandbox Environment at any time without notice.
1.5. Nothing in these Terms obliges either party to enter into any further agreement, including a full API licence agreement. Wonde makes no representation or commitment that access to the Sandbox Environment will result in the offer of a full commercial licence.
2. Dummy data and school data
2.1. The Sandbox Environment uses only Dummy Data. The Licensee acknowledges and agrees that:
2.1.1. it must not attempt to introduce, upload, or process any real personal data, real School Data, or any data relating to any identifiable individual into the Sandbox Environment;
2.1.2. the Sandbox Environment is not connected to any live school systems, Management Information Systems (“MIS“), or any Approved Schools; and
2.1.3. any outputs, results, or extractions produced within the Sandbox Environment are generated from Dummy Data only and must not be relied upon for any operational or commercial purpose.
2.2. In the event that the Licensee becomes aware that any real personal data has been introduced into the Sandbox Environment (whether accidentally or otherwise), the Licensee must immediately notify Wonde by email at [email protected] and must cease all further use of the Sandbox Environment until Wonde confirms it is safe to resume.
3. Restrictions
3.1. The Licensee must not, and must not permit any third party to:
3.1.1. use the Sandbox Environment for any purpose other than the Permitted Purpose;
3.1.2. copy, modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise seek to obtain the source code of any software provided as part of the Sandbox Environment, except to the extent expressly permitted by Applicable Laws that cannot be excluded by contract;
3.1.3. sublicense, sell, rent, lease, transfer, assign, or otherwise deal with access to the Sandbox Environment;
3.1.4. introduce, upload, or process any real personal data or School Data (as defined in Wonde’s standard API Licence Agreement) into the Sandbox Environment;
3.1.5. use the Sandbox Environment to probe, scan, or test the vulnerability of any system or network belonging to Wonde or the Sandbox Environment;
3.1.6. circumvent, disable, or interfere with any security features of the Sandbox Environment;
3.1.7. use the Sandbox Environment to build, develop, or assist in the development of any product or service that competes with the Wonde Software or the Wonde API;
3.1.8. use the Sandbox Environment in any manner that is prohibited by Applicable Laws; or
3.1.9. use the Sandbox Environment or any outputs, results, or data generated from or through it to train, develop, fine-tune, or otherwise improve any artificial intelligence, machine learning, or automated decision-making model or system.
3.2. The Licensee must keep all access credentials, passwords, and API keys provided in connection with the Sandbox Environment strictly confidential and must notify Wonde immediately upon becoming aware of any unauthorised access or use of such credentials.
3.3. The Licensee shall implement and maintain appropriate technical and organisational measures to protect access to the Sandbox Environment and any Confidential Information obtained through it, including:
3.3.1. storing all access credentials, passwords, and API keys securely;
3.3.2. ensuring that only authorised personnel within the Licensee’s organisation are granted access to the Sandbox Environment; and
3.3.3. ensuring that all such personnel are made aware of and are bound by obligations consistent with these Terms prior to being granted access.
3.4. Wonde shall have the right, upon reasonable prior written notice to the Licensee, to audit (or appoint a suitably qualified third party to audit on its behalf) the Licensee’s use of the Sandbox Environment to verify compliance with these Terms. The Licensee shall cooperate reasonably with any such audit and provide Wonde (or its appointed auditor) with access to relevant records, systems, and personnel as may be reasonably required for that purpose. Wonde shall bear its own costs of any such audit, unless the audit reveals a material breach of these Terms by the Licensee, in which case the Licensee shall reimburse Wonde for the reasonable costs of the audit.
4. Intellectual property
4.1. Wonde retains all title, Intellectual Property Rights, and other proprietary rights in and to the Sandbox Environment, the Wonde Software, the Wonde API, the Documentation, and all enhancements, modifications, and derivative works thereof. Nothing in these Terms transfers or assigns any Intellectual Property Rights in the Sandbox Environment or any related materials to the Licensee.
4.2. The Licensee retains all Intellectual Property Rights in any materials, data, or content that it brings to the Sandbox Environment (“Licensee Materials“), subject to the restriction in clause 3.1.4 above. The Licensee grants to Wonde a non-exclusive, royalty-free licence to use the Licensee Materials solely to the extent necessary to provide access to the Sandbox Environment under these Terms.
4.3. If the Licensee provides any suggestions, ideas, feedback, or other input relating to the Sandbox Environment or the Wonde Software or Wonde API (“Feedback“), the Licensee hereby assigns to Wonde (by way of present assignment of future rights where applicable) all Intellectual Property Rights in and to such Feedback, and agrees to execute any further documents reasonably required by Wonde to give effect to such assignment.
5. Confidentiality
5.1. The Licensee shall keep confidential all Confidential Information and shall not use or disclose any Confidential Information except as permitted by these Terms.
5.2. The Licensee may disclose Confidential Information:
5.2.1. to its employees, contractors, or professional advisers who need to know such information for the purpose of exercising the licence granted under these Terms, provided that the Licensee ensures that each such person is subject to obligations of confidentiality no less restrictive than those set out in this clause 5;
5.2.2. to the extent required by Applicable Laws or by a court, tribunal, or regulatory authority of competent jurisdiction, provided that the Licensee gives Wonde as much prior written notice as is reasonably practicable and cooperates with Wonde in seeking any available protective order or equivalent relief.
5.2.3. The Licensee acknowledges that any breach or threatened breach of this clause 5 may cause Wonde irreparable harm for which damages alone would be an inadequate remedy, and that Wonde shall therefore be entitled to seek injunctive or other equitable relief in addition to any other rights or remedies available to it.
5.2.4. The obligations in this clause 5 shall survive termination or expiry of these Terms for a period of five (5) years.
6. Data protection
6.1. The parties acknowledge that the Sandbox Environment uses only Dummy Data and is not intended to process any personal data. The Licensee agrees that it must not process any personal data through the Sandbox Environment.
6.2. In the event that any personal data is processed through the Sandbox Environment (whether intentionally or accidentally), each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018), Data Protection Act 2018 and the Data (Use and Access) Act 2025.
6.3. The Licensee shall indemnify and hold Wonde harmless from and against any losses, claims, damages, costs, or expenses (including legal costs on a solicitor and own client basis) arising from any breach of clause 6.1 or clause 6.2 by the Licensee.
7. Warranties and disclaimer
7.1. The Sandbox Environment is provided strictly on an “as is” and “as available” basis. Wonde makes no representations or warranties, express or implied, regarding:
7.1.1. the accuracy, completeness, suitability, or fitness for any particular purpose of the Sandbox Environment or Dummy Data;
7.1.2. the availability, continuity, or error-free operation of the Sandbox Environment; or
7.1.3. whether access to the Sandbox Environment will be uninterrupted or free from defects or security vulnerabilities.
8. Limitation of liability
8.1. Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Applicable Laws.
8.2. Subject to clause 8.1, Wonde shall not be liable to the Licensee, whether in contract, civil liability (including negligence), misrepresentation, restitution, or otherwise, for any:
8.2.1. loss of profits, revenue, or anticipated savings;
8.2.2. any loss or corruption of data or information;
8.2.3. any loss of goodwill or reputation; or
8.2.4. any indirect, special, or consequential loss or damage,
8.3. in each case even if Wonde has been advised of the possibility of such loss or damage. Subject to clause 8.1, Wonde’s total aggregate liability to the Licensee arising under or in connection with these Terms shall not exceed one hundred pounds (£100).
8.4. The Licensee acknowledges that the limitations in this clause 8 are reasonable and reflect the fact that the Sandbox Environment is provided free of charge for evaluation purposes only.
9. Term and termination
9.1. These Terms commence on the Effective Date and, unless terminated earlier in accordance with this clause 9, shall continue for a period of ninety (90) days from the Effective Date (the “Sandbox Term“), unless extended in writing by Wonde at its sole discretion or terminated earlier in accordance with this clause 9.
9.2. Wonde may terminate these Terms and the Licensee’s access to the Sandbox Environment at any time, for any or no reason, by providing written notice (including by email) to the Licensee. In such circumstances, Wonde shall have no liability to the Licensee arising from such termination.
9.3. Either party may terminate these Terms immediately upon written notice to the other if:
9.3.1. the other party commits a material breach of these Terms which, if capable of remedy, has not been remedied within seven (7) days of written notice requiring such remedy; or
9.3.2. the other party becomes insolvent, enters administration, receivership, liquidation, or any analogous procedure under any applicable law.
9.4. On termination or expiry of these Terms for any reason:
9.4.1. all rights granted to the Licensee under these Terms shall immediately cease;
9.4.2. the Licensee shall immediately cease all use of the Sandbox Environment, Documentation, and Confidential Information;
9.4.3. the Licensee shall promptly delete or return (at Wonde’s election) all Confidential Information in its possession or control and, upon request, confirm such deletion in writing; and
9.4.4. clauses 4 (Intellectual Property), 5 (Confidentiality), 6 (Data Protection), 8 (Limitation of Liability), 9.4 (Consequences of Termination), and 11 (Governing Law and Jurisdiction) shall survive termination or expiry.
10. General
10.1. Entire agreement: These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, agreements, negotiations, or understandings between them, whether oral or written.
10.2. Amendments: Wonde may update or amend these Terms at any time by publishing an updated version on its website or by notifying the Licensee directly. The Licensee’s continued use of the Sandbox Environment following notification shall constitute acceptance of the amended Terms.
10.3. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
10.4. Waiver: No failure or delay by either party in exercising any right or remedy under these Terms 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.
10.5. Third parties: A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
10.6. Assignment: The Licensee may not assign, novate, transfer, or otherwise deal with its rights or obligations under these Terms without Wonde’s prior written consent. Wonde may assign or transfer its rights and obligations under these Terms at any time.
10.7. Notices: Any notice to be given under these Terms shall be in writing and may be served by delivery or pre-paid first-class post to Wonde’s registered office, or by email to [email protected]. The Licensee accepts that Wonde may also deliver notices to the Licensee at the email address provided during the registration process for the Sandbox Environment.
10.8. Relationship of the parties: Nothing in these Terms is intended to or shall create a partnership, joint venture, agency, or employment relationship between the parties.
11. Governing law and jurisdiction
11.1. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales.
11.2. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.