Términos del servicio

These Terms of Service (the “Terms”) govern access to and use of samipe, a school-operations platform provided by Nali Consultants LLP (“Nali”, “we”, “us”). They form a binding agreement between Nali and the school or organisation that subscribes to samipe (the “Customer” or “you”).

A subscription starts when Nali and the Customer sign an order form, proposal or statement of work that refers to these Terms (an “Order Form”). The Order Form, these Terms, our Privacy Policy and any Data Processing Agreement or Business Associate Agreement we sign with you together make up the “Agreement”. If they conflict, this order applies: (1) the Order Form, (2) any Data Processing Agreement or Business Associate Agreement, for matters about personal data, (3) these Terms.

If you accept these Terms on behalf of a school or organisation, you confirm that you have authority to bind it.

• Service: the samipe platform, the modules listed in your Order Form (such as RELAY, SPACE, SPARK or CHIRP), the AI assistant Sam if subscribed, related applications, and documentation.
• Users: individuals the Customer authorises to use the Service. These are normally staff. They also include parents and students if the Customer subscribes to CHIRP.
• Customer Data: all data, including personal data, that the Customer or its Users submit to the Service or generate through it, including prompts to Sam and Sam’s outputs.
• Subscription Term: the period stated in the Order Form, including any extension agreed in writing.
• Fees: the amounts payable under an Order Form.
• Setup Services: onboarding, configuration, data import and training services described in an Order Form.

During the Subscription Term, we grant the Customer a non-exclusive, non-transferable right for its Users to access and use the Service for the Customer’s internal school operations, within the modules, usage limits (for example, numbers of staff, students or resources) and term set out in the Order Form.

We keep improving samipe, so features may change over time. We will not materially reduce the core functionality of a module you have subscribed to during your Subscription Term. We will give reasonable advance notice of any significant change that affects how you use the Service.

Features labelled beta, preview or early access are provided for evaluation, may change or be withdrawn, and are excluded from any service commitments.

• The Customer’s administrators create and manage User accounts, assign roles and permissions, and decide what each User can see.
• Parent and student accounts are only available if the Customer subscribes to CHIRP. Otherwise, the Service is for school staff only.
• The Customer is responsible for all activity under its accounts. Users must keep their credentials confidential. The Customer must tell us promptly if it suspects unauthorised access.
• The Customer is responsible for making sure its Users comply with these Terms.

The Customer is responsible for:

• the accuracy, quality and legality of Customer Data, and for having the rights to use it in the Service;
• providing privacy notices to, and obtaining any consents needed from, its staff, students and parents. This includes parental consent where required for children, and consent to receive SMS, WhatsApp or email messages sent through the Service;
• deciding whether to record sensitive information, such as health or behaviour records, and having a lawful basis to do so;
• checking outputs of the Service, including Sam’s, before relying on them for decisions about individuals;
• keeping its own devices, networks and internet access secure and suitable for using the Service.

The Customer and its Users must not:

• use the Service in breach of any law, including data protection, anti-spam and child-protection laws;
• upload malicious code, or content that is unlawful, harassing, discriminatory or infringes anyone’s rights;
• try to access another customer’s data, bypass security or access controls, or probe, scan or test the Service’s vulnerabilities without our written permission;
• overload or disrupt the Service, or access it by automated means except through interfaces we provide;
• copy, modify, reverse engineer or create derivative works of the Service, except where the law expressly allows;
• resell, sublicense or provide the Service to third parties, or use it to build a competing product;
• use Sam to generate unlawful content, or use it in a way designed to get around its safeguards.

• Optional add-on. Sam is available if included in your Order Form and is charged by token usage at the rates in your Order Form.
• Self-hosted. Sam runs on an AI model that Nali hosts and operates. Customer Data processed by Sam is not sent to any third-party AI provider.
• Outputs. Sam’s outputs are generated automatically and may be inaccurate or incomplete. They are not professional, medical, legal or safeguarding advice. The Customer is responsible for reviewing outputs, and for any action a User takes or approves through Sam.
• Ownership. As between the parties, outputs form part of Customer Data.
• Credits. Free, promotional or introductory token credits have no cash value, cannot be refunded, cannot be transferred, and expire as stated when they are granted. Purchased tokens are governed by the Order Form.

Where the Order Form includes Setup Services, we will perform them with reasonable skill and care. The Customer will provide timely access to the data, people and decisions we reasonably need. We are not responsible for delays caused by missing or inaccurate information. Unless the Order Form says otherwise, Setup Services are complete once the relevant modules are configured and the agreed data has been imported.

The Customer owns its Customer Data. The Customer grants us a limited, non-exclusive right to host, process, transmit and display Customer Data only as needed to provide, secure and support the Service, and as the Customer instructs.

• We do not sell Customer Data, use it for advertising, or use it to train or improve AI models for anyone other than the Customer.
• We may use aggregated or de-identified information about how the Service is used, which does not identify the Customer, any User or any individual, to operate and improve the Service.
• Customer Data is hosted in the region the Customer selects: the EU, the US or APAC.
• The Customer can export its Customer Data at any time during the Subscription Term, and for 90 days after it ends (see “Term, renewal and termination”).

For personal data within Customer Data, the Customer is the controller and Nali acts as processor (or data intermediary, or service provider) on the Customer’s instructions. Our Privacy Policy describes our practices.

• GDPR and PDPA: we will sign a Data Processing Agreement on request.
• FERPA: for US schools, Nali acts as a “school official” with a legitimate educational interest, under the Customer’s direct control over the use and maintenance of education records.
• COPPA: where the Customer consents on behalf of parents for students under 13, it confirms that the Service is used only for the school’s educational purposes.
• HIPAA: where applicable, we will sign a Business Associate Agreement before the Customer stores protected health information in the Service.

Some features rely on third-party channels or integrations, for example SMS, WhatsApp or email delivery of relief-cover notices and parent messages, or imports from other school systems. The Customer’s use of those channels may also be subject to the third party’s terms. We are not responsible for delays or failures caused by third-party networks outside our reasonable control, but we will choose reputable providers and monitor delivery.

• Fees are set out in the Order Form. We invoice directly, on the schedule in the Order Form. We do not offer online checkout.
• Invoices are payable within 30 days of the invoice date, unless the Order Form says otherwise.
• Fees do not include taxes. The Customer pays any applicable sales, use, goods and services, VAT or withholding taxes, except taxes on our income. If withholding tax applies, the Customer will provide the relevant receipts.
• If the Customer disputes an invoice in good faith, it should tell us within the payment period. The parties will work together promptly to resolve the dispute, and the undisputed amount remains payable.
• If undisputed Fees are more than 30 days overdue, we may suspend the Service after giving at least 14 days’ written notice. We will restore access promptly once payment is received.

Term and renewal

Each subscription runs for the Subscription Term in the Order Form. Subscriptions do not renew automatically. A subscription continues beyond its Subscription Term only if both parties agree in writing to extend it or sign a new Order Form.

Cancellation

Either party may cancel a subscription by giving the other 30 days’ written notice. Unless the Order Form says otherwise, Fees already paid are not refundable, and Fees for the notice period remain payable.

Termination for cause

Either party may terminate the Agreement immediately by written notice if the other party:

• materially breaches the Agreement and does not fix the breach within 30 days of being notified; or
• becomes insolvent, enters administration or liquidation, or makes an arrangement with its creditors.

If the Customer terminates because of our uncured material breach, we will refund any prepaid Fees for the remainder of the Subscription Term.

What happens when a subscription ends

• Users’ access to the affected modules ends.
• For 90 days after the end date, the Customer may export its Customer Data, or ask us to help export it in a standard format.
• After those 90 days, we permanently delete the Customer Data, unless the law requires us to keep it. Deleted data remains in encrypted backups only until they are overwritten in the normal backup cycle, which is 30 days unless the Order Form sets a different period.
• Sections on fees owed, Customer Data, confidentiality, intellectual property, disclaimers, liability, indemnities and governing law survive termination.

We may suspend access to all or part of the Service, affecting only the Users concerned where possible, if we reasonably believe that use of the Service:

• poses a security risk to the Service or to other customers;
• breaches the “Acceptable use” section; or
• could expose us or others to legal liability.

Suspension is also possible for non-payment, as described in “Fees, invoicing and taxes”. We will give notice before suspending where practical, and restore access once the issue is resolved.

• We will use commercially reasonable efforts to keep the Service available and performing well, and we monitor it continuously.
• Planned maintenance is scheduled outside school hours in your hosting region where possible, and notified in advance.
• Support is available by email and through the Service from Monday to Friday, 7am to 7pm in the Customer’s local time zone, excluding public holidays. Critical incidents are prioritised.
• Any specific uptime commitment or service credits apply only if they are stated in the Order Form.

Nali and its licensors own the Service, including its software, designs, content, trademarks (including “samipe” and the module names) and any improvements to them. Apart from the rights expressly granted in these Terms, no rights are transferred to the Customer.

If the Customer or its Users give us suggestions or feedback, we may use them to improve our products without restriction or payment, but we will not identify the Customer as the source without its permission.

Each party will keep confidential any non-public information the other party discloses, or that a reasonable person would consider confidential. This includes Customer Data, pricing and security information. Each party will use it only to perform under the Agreement, and disclose it only to employees, contractors and advisers who need to know it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information if the law requires it. Where the law allows, it will give the other party prior notice and disclose only what is required.

Each party warrants that it has the authority to enter into the Agreement. We warrant that:

• the Service will perform materially as described in our documentation;
• we will provide the Service and any Setup Services with reasonable skill and care;
• we will not knowingly introduce malicious code into the Service.

If the Service does not meet these warranties, the Customer should tell us. We will use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund prepaid Fees for the unused period.

Except as expressly stated in the Agreement, and to the fullest extent the law permits, the Service is provided “as is” and “as available”. We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that outputs from Sam will be accurate.

By Nali. We will defend the Customer against any third-party claim alleging that the Service, as we provide it, infringes that party’s intellectual property rights. We will pay the resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from combining the Service with anything we did not provide, or from use in breach of the Agreement. If such a claim is made, we may obtain the right for the Customer to keep using the Service, modify the Service so it does not infringe, or terminate the affected subscription and refund prepaid Fees for the unused period.

By the Customer. The Customer will defend Nali against any third-party claim arising from Customer Data, or from the Customer’s or its Users’ use of the Service in breach of the Agreement or the law. The Customer will pay the resulting damages and costs finally awarded or agreed in settlement.

Process. The party seeking protection must notify the other promptly, give it sole control of the defence and settlement (no settlement may admit fault on the protected party’s behalf without its consent), and provide reasonable cooperation at the other party’s cost.

To the fullest extent the law permits:

• neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, even if it was advised that such loss was possible;
• each party’s total liability arising out of or relating to the Agreement is limited to the total contract value of the Order Form under which the claim arises, meaning the total Fees paid and payable under that Order Form.

These limits do not apply to the Customer’s obligation to pay Fees, to either party’s indemnity obligations, or to liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited by law.

We may update these Terms from time to time. We will post the updated Terms on this page and change the “Last updated” date. Changes do not apply to a Subscription Term that is already running unless the Customer agrees. They apply from the next Order Form or extension. The only exception is changes required by law, which apply when they take effect, and we will tell you about them as early as we reasonably can.

The Agreement is governed by the law stated in the Order Form. If the Order Form does not state one, the Agreement is governed by the laws of Singapore, and the courts of Singapore have exclusive jurisdiction.

Before starting formal proceedings, the parties will try in good faith to resolve any dispute. Either party may escalate it to a senior representative of the other, and the representatives will meet within 30 days. Nothing in this section stops a party from seeking urgent injunctive relief.

• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than failure to pay money.
• Assignment. Neither party may assign the Agreement without the other’s consent, which may not be unreasonably withheld. Either party may assign it without consent to a successor in a merger, acquisition or sale of substantially all of its relevant business, on notice.
• Subcontractors. We may use subcontractors and sub-processors to provide the Service, and we remain responsible for their performance.
• Notices. Notices must be in writing and sent by email to the addresses in the Order Form. Notices to Nali must be sent to hello@samipe.com, with a copy to dpo@getnali.com for data-protection matters.
• Publicity. We will not use the Customer’s name or logo in our marketing without its written permission.
• Compliance. Each party will comply with applicable anti-bribery, sanctions and export-control laws.
• Relationship. The parties are independent contractors. The Agreement creates no partnership, agency or employment relationship, and it confers no rights on third parties.
• Entire agreement. The Agreement is the parties’ entire agreement on its subject and replaces any earlier discussions. Terms in a Customer purchase order do not apply.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect. Failing to enforce a right is not a waiver of it.

Anyone may browse samipe.com for information about samipe. Website content is provided for general information, may change, and does not form part of the Agreement unless it is included in an Order Form. You may not scrape, copy or republish the website’s content or design without our permission. Our Privacy Policy explains how we handle data collected through the website.

samipe is provided by:

Questions about these Terms? Email hello@samipe.com or use our contact form.