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Introduction
This document, known as the Terms and Conditions, forms part of a suite of documents including the Service Level Agreement (SLA), Subscription Agreement, and Data Processing Agreement (DPA). It outlines the legal framework governing the use of the RileyBot Hosted Service provided by Sphinx AI Limited to [School X or other educational institutions].
General Description of Services
Sphinx AI Limited provides the RileyBot service, an AI chatbot designed for educational purposes. The detailed description of the services, including integration, hosting, support, and other specifics, are provided in Appendices A-H of the SLA. An SLA will be distributed to schools who are interesting in
- Agreement Structure
1.1. Components: The overall agreement consists of the following documents, which together form the complete agreement between Sphinx AI Limited and the client (School X):
- Service Level Agreement (SLA)
- Subscription Agreement
- Data Processing Agreement (DPA)
- Terms and Conditions (This Document)
1.2. Hierarchy: In case of any conflict, the terms in the SLA shall prevail over this document.
- Service Provision
2.1. Description: Detailed in Appendices A-H of the SLA.
2.2. Changes: Any changes to the service will be communicated and agreed upon as per the procedures in the SLA and this document.
- Client Responsibilities
3.1. Use of Service: The client agrees to use RileyBot in accordance with the guidelines provided.
3.2. Data Handling: The client is responsible for the accuracy and legality of data input into RileyBot.
3.3. Compliance: The client must comply with relevant data protection laws and educational regulations.
- Service Availability and Support
4.1. Availability: RileyBot will be available 24/7, subject to maintenance and unplanned outages. The target minimum availability is 99% per annum.
4.2. Support: As detailed in Appendix E of the SLA.
- Data Protection and Privacy
5.1. Data Processor and Controller: Sphinx AI Limited acts as the Data Processor, and the client is the Data Controller.
5.2. Obligations: Both parties agree to adhere to data protection laws as outlined in Appendix H and the DPA.
- Intellectual Property Rights
6.1. Ownership: Sphinx AI Limited retains all intellectual property rights to RileyBot.
6.2. Use License: The client is granted a non-exclusive, non-transferable license to use RileyBot.
- Termination
7.1. Notice Period: Either party may terminate the agreement with one month’s notice.
7.2. Effect of Termination: Upon termination, all client data will be deleted within 28 days as per Appendix H.
- Liability and Indemnification
8.1. Limitation of Liability: Sphinx AI Limited’s liability is limited to the extent permitted by law.
8.2. Indemnification: The client agrees to indemnify Sphinx AI Limited against any claims arising from misuse of the service.
- Amendments
Procedure: Amendments to these terms must be agreed upon in writing by both parties.
- Governing Law
Jurisdiction: This agreement is governed by UK law.
- Contact Information
11.1. Sphinx AI Limited: Caterham School, Harestone Valley Road, Caterham, CR3 6YA
11.2. Client (School X): [Contact Details]
