Terms and Conditions

Last updated October 11, 2024

INTRODUCTION
SERVICE OVERVIEW
ACCEPTANCE OF TERMS AND LICENSE
SUBSCRIPTION AND PAYMENT TERMS
DATA PRIVACY AND PROTECTION
USER RESPONSIBILITIES
INTELLECTUAL PROPERTY
LIMITATION OF LIABILITY
TERMINATION
BANKRUPTCY AND DISSOLUTION CLAUSE
GOVERNING LAW
CHANGES TO THIS AGREEMENT
CONTACT INFORMATION

1. INTRODUCTION

Welcome to Nefele AI, a B2B digital platform providing AI-powered services for educational institutions („NEFELE”) such as schools, universities, and educational companies. By accessing and subscribing to our services, you agree to comply with this EULA. EULA governs your use of the platform and the obligations between NEFELE and the subscriber.
NEFELE is provided by Nefid Srl (the „COMPANY”).

2. SERVICE OVERVIEW

NEFELE offers an annual subscription service providing full access to its features. The platform supports institutions in administering AI-driven assessments and related educational functions. All services are paid for annually and grant full access to platform features for the entire subscription period.

3. ACCEPTANCE OF TERMS AND LICENSE

By downloading, installing, or using NEFELE, you agree to be bound by the terms and conditions of this EULA. If you do not agree to these terms, do not use NEFELE. Subject to your compliance with this EULA, we grant you a limited, non-exclusive, non-transferable, revocable license to use EULA for your non-commercial use by you or by members of your institution.

4. SUBSCRIPTION AND PAYMENT TERMS

Subscription: By subscribing, users commit to a one-year service period.
Payment: The annual subscription fee is payable in advance and grants the subscriber full access for the subscription period.
Renewal: Subscriptions will automatically renew for an additional one-year term unless canceled at least 30 days prior to the renewal date. You will be notified 45 days before the one-year term regarding the subscription imminent expiration. We reserve the right to change subscription fees prior to renewal. Your continued use of NEFELE after the renewal is in force constitutes acceptance of the new fees.
Cancellation: Subscribers may cancel at any time during the initial one-year term. The subscription will remain available for the rest of the initial duration. Upon expiration of the term, all associated data will be permanently deleted.
Refunds: NEFELE does not offer refunds for unused portions of the subscription or early cancellations during the one-year lock-in period, except as provided by law.

5. Data Privacy and Protection

NEFELE is committed to protecting the privacy and security of your personal data. This section outlines our practices concerning the collection, use, and protection of personal data in compliance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and other applicable EU data protection laws.

1. Data Controller

The Company acts as the data controller for personal data processed through our services.

2. Data Processing Location

All data processing, including storage and computation, occurs within the European Union, specifically in Frankfurt, Germany. This includes our cloud infrastructure, database, and frontend hosting.

3. Types of Data Collected and Processed

We collect and process the following types of personal data:

Account information (e.g., name, email address, institution details)
Usage data (e.g., interaction with our platform, assessment results)
Content created or uploaded by users
Technical data (e.g., IP address, browser type, device information)

4. Purpose and Legal Basis for Processing

We process personal data for the following purposes:

To provide and maintain our services (Legal basis: Performance of a contract)
To improve and personalize our services (Legal basis: Legitimate interests)
To communicate with users about our services (Legal basis: Legitimate interests)
To comply with legal obligations (Legal basis: Legal obligation)

5. Data Retention

We retain personal data only for as long as necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements.

6. Use of Large Language Models (LLMs)

Our services utilize Large Language Models for various functionalities. When interacting with LLMs:

We do not use personal data to train the LLMs
Queries to LLMs are anonymized and do not contain personally identifiable information
Responses generated by LLMs are not stored permanently unless necessary for service functionality

7. Data Subject Rights

Under the GDPR, you have the following rights:

Right to access your personal data
Right to rectification of inaccurate personal data
Right to erasure ('right to be forgotten')
Right to restrict processing
Right to data portability
Right to object to processing
Rights related to automated decision-making, including profiling

To exercise these rights, please contact us at [email protected].

8. Data Security

We implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

Encryption of personal data
Regular testing and evaluation of the effectiveness of security measures
Measures to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services

9. Data Breaches

In the event of a personal data breach, we will notify the relevant supervisory authority without undue delay and, where feasible, within 72 hours after becoming aware of it. If the breach is likely to result in a high risk to your rights and freedoms, we will also notify you directly.

10. International Data Transfers

We do not transfer personal data outside the European Economic Area (EEA). All data processing occurs within the EU.

11. Subprocessors

We may use carefully selected subprocessors to assist in providing our services. A current list of subprocessors is available upon request.

12. Changes to this Privacy Section

We may update this privacy section from time to time. We will notify you of any significant changes by posting the new privacy section on this page and updating the "Effective Date" at the top of this page.

13. Processing of Minor Data and Sensitive Information

a. Minor Data:

We acknowledge that our services may be used by educational institutions, including high schools, which may result in the processing of personal data of minors (individuals under 18 years of age).
We only collect and process minimal data necessary for account creation and platform use, typically limited to email addresses and names.
The educational institution (our direct client) is responsible for obtaining appropriate consent from parents or guardians for the processing of minor data, in accordance with applicable laws.
We implement additional safeguards for accounts identified as belonging to minors, including enhanced privacy settings and restricted data processing.

b. User-Generated Content and Sensitive Information:

Our platform includes interactive AI features that allow users to input speech or free-form text.
We cannot control or prevent users from sharing sensitive personal information (such as health data, religious beliefs, or other confidential information) during these interactions.
Any sensitive information shared by users is processed solely for the purpose of providing the requested service and is not used for any other purposes.
We implement strict access controls and anonymization techniques to protect any potentially sensitive information in user-generated content.
Users are advised through our platform interface to avoid sharing sensitive personal information unless absolutely necessary.

c. Data Minimization and Protection:

We adhere to the principle of data minimization, collecting and processing only the information necessary to provide our services.
All user data, including any potentially sensitive information, is encrypted in transit and at rest.
We regularly review and update our data protection measures to ensure the highest level of security for all user data, with particular attention to data that may belong to minors or contain sensitive information.

d. Organizational Measures:

We provide clear guidelines and training to our staff on the handling of minor data and potentially sensitive user-generated content.
Access to user data is strictly limited to employees who require it to perform their job functions.
We have implemented a data protection impact assessment (DPIA) process for features that may involve processing minor data or sensitive information.

e. User and Client Responsibilities:

Our clients (educational institutions) are responsible for ensuring that their use of our platform complies with their own data protection obligations, particularly regarding the data of minors.
Users are encouraged to be mindful of the information they share when interacting with our AI features and to avoid disclosing sensitive personal information unless necessary.

f. Data Subject Rights and Parental Controls:

We provide mechanisms for parents or guardians to exercise data subject rights on behalf of minors.
Educational institutions using our platform are advised to implement appropriate oversight and controls for student accounts.

14. Contact Information

If you have any questions about this privacy section or our data practices, please contact us at: [email protected]
By using NEFELE, you acknowledge that you have read this privacy section and understand our practices regarding the collection, use, and protection of your personal data.

6. USER RESPONSIBILITIES

Subscribers (B2B clients) are fully responsible for overseeing the appropriate use of the platform by their students and other users. Collectively, the B2B client and its members that use the platform shall be known as the „USER”. Any breach by members of the USER is considered a breach by the USER.
USERS must ensure professional and ethical use of the platform in accordance with their internal policies and this EULA.
Misuse of login credentials or unauthorized sharing of access may result in account termination.

The USER shall not:

Modify, reverse engineer, decompile, or disassemble NEFELE;
Rent, lease, lend, sell, redistribute, or sublicense NEFELE;
Copy, reproduce, distribute, or create derivative works of NEFELE;
Use NEFELE for any unlawful purpose or in violation of any applicable laws.

7. INTELLECTUAL PROPERTY

NEFELE is the intellectual property of and is owned by Company and its suppliers. The structure, organization, and code of NEFELE are the valuable trade secrets and confidential information of the Company and its suppliers. NEFELE is protected by law, including without limitation, the copyright laws of the United States and other countries. Except as expressly stated herein, this EULA does not grant the USER any intellectual property rights in NEFELE and all rights not expressly granted are reserved by Company and its suppliers.

NEFELE owns all platform-generated content, including AI-generated assessments, reports, and feedback. This content will be anonymized after account termination and be used to continue to improve the platform.

USERS do not retain any ownership over platform-generated content.

Upon account termination, all USER associated data, including personal data, reports and activity logs will be permanently deleted from NEFELE servers.

8. LIMITATION OF LIABILITY

NEFELE performs its services with professional diligence but is not liable for:

Downtime or interruptions due to server issues or third-party providers;
Loss of data outside of the Company's control.
Errors or inaccuracies resulting from external systems, integrations, or third-party services.

USERS acknowledge that they use the platform at their own risk.

NEFELE is provided "as is" without warranty of any kind. We disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Company is not obligated to modify NEFELE in any way at the request of USERS.

In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of NEFELE.

8. TERMINATION

Nefele reserves the right to terminate any subscription for breach of this EULA and any applicable law immediately. Upon termination, the subscriber will lose access to the platform, and all USER personal information that relates to USER identity will be permanently deleted. Upon termination, USERS must cease all use of NEFELE and delete all copies.

10. BANKRUPTCY AND DISSOLUTION CLAUSE

In the event of the Company's bankruptcy, dissolution, or cessation of operations:

Notice: The Company will promptly notify all USERS of its status change.
Service Continuation: The Company will make reasonable efforts to maintain services for the duration of paid subscriptions, subject to the constraints of bankruptcy proceedings or dissolution process.
Data Handling: All user data will be handled in accordance with the existing privacy policy and applicable laws. USERS will be given a reasonable timeframe to download or transfer their data before any potential service termination.
Prorated Refunds: If the Company is unable to fulfill the full term of a prepaid subscription due to bankruptcy or dissolution, it will make commercially reasonable efforts to provide prorated refunds for the unused portion of the subscription, subject to the availability of funds and applicable bankruptcy or dissolution laws.
Limitation of Liability: The Company's liability in such circumstances shall be limited to the prorated amount of prepaid fees for the unused portion of the subscription period, subject to the availability of funds and applicable laws.
Asset Transfer: In the event of a sale or transfer of Company assets, the Company will use reasonable efforts to ensure that the purchaser or transferee assumes the obligations to USERS under this EULA.

11. GOVERNING LAW

These Terms and Conditions shall be governed by the laws of Italy. Any disputes arising from the use of the platform will be subject to the exclusive jurisdiction of the courts in the jurisdiction of the Company.

12. CHANGES TO THIS AGREEMENT

We reserve the right to modify this EULA at any time. Your continued use of NEFELE after such modifications constitutes acceptance of the updated Eula. You will be notified about the EULA update within NEFELE account.

13. CONTACT INFORMATION

If you have any questions about this EULA, please contact us at [email protected].

By using NEFELE, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.