TERMS AND CONDITIONS OF USE FOR SAMMTALK AS
This is a contract with SammTalk AS, trading as e-Learning, whose registered office is at Christian Michelsens gate 15A 0568 (Norway) henceforth referred to as "SammTalk". Please carefully read the following terms before accessing this site or using our services, materials and method of learning. By accessing the site (which includes, visiting, registering, purchasing, and/or accessing activities, materials, videos, online platform offered at www.sammtalk.com) you accept and agree to all of the covenants and conditions imposed in this agreement. If you do not agree to these terms, you may not access to the services provided, for example, activities, virtual classrooms, etc.
By using this service, you agree that you have read, understood, and agreed to these terms. You also agree to review this agreement periodically to be aware of modifications to the agreement, which modifications that can be made at any time by SammTalk. Your continued use of this site will be deemed your conclusive acceptance of any modified agreement.
1.-Duration Period of Use
1.1.- Acceptance and Payment. SammTalk Membership has different prices depending on the number of classes participating and country your school is in.
1.2.- Duration. This contract will commence after registration and accepting conditions and shall continue for a school period, unless terminated earlier in accordance with Clause 11.
1.3.- Renovation. If the THE CLASS desires to continue with the services, teachers will have to register their new classes when the new school year starts (September/December/February) in order to provide the right services and new class match.
2.- Parent Consent
Parent consent will be required for those participating in videos, photos or material according to The Data Protection Law, which will be uploaded in our website www.sammtalk.com, Facebook page, Twitter, LinkedIn, Instagram, YouTube channel, etc. This will be done by filling out the electronic form on our website and accept it, in the languages according to the country laws.
Which will give SammTalk permission to take photographs and/or videos of the students. Granting SammTalk full rights to use the images resulting from the photography/video filming, and any reproductions or adaptations of the images for educational purposes and/or to explain and promote SammTalk to other schools, teachers, and students in Europe. The sole purpose is to help achieve SammTalk’s aims (as listed above). This might include (but is not limited to), the right to use them in their printed and online publicity, social media, press releases, and funding applications. Any photographs/videos produced by SammTalk will not be widely circulated, and original photographs and videos will not be available to anyone outside the SammTalk team.
3. Product /Services provided
3.1.- Individual Instruction, personalise according to the needs of the class and students, tailor made according to the necessities or request of the class. The days and times of the sessions relating to the product/service is agreed between the two teachers involved and SammTalk.
3.2.- Cancellation Lesson. THE CLASS has the right to change or cancel scheduled lessons by 12 noon the working day before. If THE CLASS cancels too late or does not show up, SammTalk cannot be held responsible.
3.3.- Hours. SammTalk will oversee doing the match according timetable, the number of students, level and ages for both classes suitable for providing the services and product that comes with it.
3.4.- For pedagogical reasons, both SammTalk and the teacher are entitled to move a student from one virtual chat room to another and change the course content.
3.5.- SammTalk e-learning services offers flexible personal access to interactive online language learning programs and materials. SammTalk reserves the right to make changes or remove products/services/materials/activities from the website or other platform that is being used through technologically methods without prior notice.
4. Product specific conditions and requirements
4.1.- Conditions applying to the delivery of SammTalk experience are based synchronization of data from the customer’s Student Administration System. The student as a new user will be created based on the data in the system and the level registered by the teacher.
4.2.- Steps to follow:
1. Teachers will be required to register their classes one by one on the registration form on SammTalk's website. If they do, they accept the Terms & Conditions of SammTalk. Available on the website.
2. SammTalk makes a match and sends an email to the two teachers involved that a class with similar characteristics (ages, schedules, levels, number of students, city, country) has been found.
3. Teachers will have to reply to this email accepting or refusing the participation with the assigned class.
4. Once both teachers accept collaborating together - and the school has paid the required fees - SammTalk will send the contact information of the foreign class and teacher, correspondent activities, and instructions, to both teachers by email and all the necessary requirements.
5. SammTalk will proceed by arranging via email a virtual meeting in appear.in, with both teachers in order for them to:
Get to know each other and a member of the SammTalk TEAM
Set the days of the activity posts on the Social Media group for Project 1 and the sessions through video-call for Project 2.
5.- Rights and obligations of SAMMTALK AS
5.1.- SammTalk has the right to enter any of the virtual chatrooms provided during the sessions in order to improve the service, as well as the activities, always with the SammTalk logo.
5.2.- SammTalk provides activities of all kinds with some involving content sharing via email, screen sharing on appear.in, etc. with educational purposes. Since SammTalk cannot control the conversations or the content shared, SammTalk is not responsible for the wrong content shared between students during the class or outside of it.
5.3 .- Digital tools are an important tool in teaching. This applies to PC, photo and camcorder, web video, etc. To publish the students in different arenas we need the consent of the parents. Consent documents are provided in our webpage www.sammtalk.com, that can be accepted by students and/or parents to give SammTalk the authorisation for the purpose of teaching and advertising SammTalk.
5.4.- SammTalk has the right to not allow a class to participate due to technical problems (Wi-Fi, image, sound) or any other reason (lack of punctuality at the sessions, lack of commitment, bad behaviour of students, etc.) If this happens, SammTalk is not required to reimburse the school for months in which this class did not participate and will not move the school's payment account into a lower bracket (when relevant) until the next semester (for example from 3-4 classes to 1-2 classes).
5.5.- SammTalk creates unique chat rooms for each pair of students from the two classes involved. In the unlikely event that another pair of students or anyone outside of the SammTalk session enters any of the chat rooms where students interact, SammTalk cannot be held responsible. If students or teachers ask for help to find out about the intruder, SammTalk will investigate and will provide new chat rooms.
6. Rights and obligations of THE CLASS
6.1.-Teachers participating with their classes in SammTalk have the right to 1) have their students work in pairs, individually, or in groups of three, 2) have the number of sessions they agree with the foreign teacher (the day and time), 3) choose what activities to use and which not, and 4) ask for a new class if the assigned is not suitable or gives problems (connection, unpunctuality, commitment, etc).
6.2.-Teachers do not have the right to choose the country the foreign class belongs to since SammTalk makes the matches based on timetable, ages, level, and number of students and on a first-time first-served basis.
6.3.- Cancelation and Payment. THE CLASS can cancel only in the case of their partner teacher abandoning the project AND if SammTalk is unable to find another suitable partner class within 2 weeks time. In this case THE CLASS, the amount of the remaining percentage will be reimbursed, starting from the month following the month in which the withdrawal takes place. If THE CLASS stops participating, leaving their partner class abandoned, they will not be reimbursed.
6.4.- During the registration, teachers must give notice if there is any probability of one/some of their classes being affected by a schedule change while participating in SammTalk. This is extremely important since one of the criteria that SammTalk uses to match classes is schedule (classes must have an overlap schedule of at least 20 minutes in a week so that students can move on to Project 2 and videochat).
In the event of a sudden schedule change that enables the classes to participate in Project 2 (because the two classes have no longer an overlap), SammTalk is not obliged to refund the school whose class schedule has been suddenly modified. SammTalk will, however, refund the other class. This refund will be the difference in price between a 3-month project cost and a 6-month project cost (according to the cost chart).
For example, if a school in Spain has paid the whole project for one class (180€) and this class is affected by its partner class schedule change, SammTalk will refund 80€.
Teachers and students will receive information about how to proceed to get connected with the foreign class on the chat rooms and very clear activitiy instructions.
In the event that teachers or students need support, they will have to contact firstname.lastname@example.org explaining the problem. The SammTalk TEAM will reply within the next 48 hours. Support will be offered through telephone, e-mail, and/or videochat.
8. Response time
SammTalk shall commence assistance within 1 to 2 business day after having received a request on normal business days between 08:00 a.m. until 04:00 p.m. local time. For some countries support will be provided by a local SammTalk coordinator. The support centre is not manned on Saturdays, Sundays, Christmas Eve, New Year’s Eve, or public holidays.
9. Limitations on liability /Disclaimer Warranties
9.1.- Limitations on liability. SammTalk and its employees, directors, contractors, distributors, partners, and agents, will not be liable for any indirect, direct, special, incidental, consequential, or punitive damages, including, but not limited to, lost profits or lost data, arising out of or in connection with the services and/or the website caused by incorrect or incomplete information in the service, lack of or insufficient functionality of the service, loss of data hosted by SammTalk, unauthorised use of data hosted by SammTalk or any other circumstances connected to the service that may bring financial loss, damages, and/or inconvenience upon THE CLASS or third parties even if SammTalk has actual or constructive knowledge of the possibility of such damages and regardless of whether such damages were foreseeable.
9.1.1.- SammTalk shall not be held responsible for the customers direct or indirect losses incurred by reasons of the service not being available (partly or in its entirety) and reduced response time, for technical or other causes. SammTalk shall not be responsible for any infringement of the copyright of a third party in respect of information made available in or through the service by THE CLASS.
9.1.2.- SammTalk undertakes no responsibility for, and disclaims all liability arising from, any defects or failures in any communications lines, the internet or internet service provider, the computer hardware or software of customer or its authorized users, or any other service or device used to access the platform or to authenticate any user as an authorized user. THE CLASS acknowledges and agrees that SammTalk is not responsible for the customer data and/or any third-party content, and SammTalk shall not be liable for any losses or damages resulting from reliance on any such information or data under any circumstances.
9.2. Indemnification/School Representations.
9.2.1.-Requisite Authority. Customer represents and warrants that it is a company duly organized, validly existing and in good standing under the laws of its territory and that it has all requisite power and authority to enter into and perform this contract in accordance with its terms and provisions without violating, to the best of its knowledge, the rights of any other person or entity.
9.2.2.-Customer Data. Customer represents and warrants that the content of the Customer Data, and the processing and/or storage thereof by SammTalk hereunder, will not violate, to the best of its knowledge, the rights of any other person or entity.
9.2.3.- School will defend, indemnify and hold SammTalk harmless from any loss, damage, costs, liability, and expense (including reasonable attorneys’ fees) resulting from any action or claim of a third party (the “losses”) arising from school’s breach of sections.
9.2.1 and 9.2.2 above (the “School indemnification”). THE CLASS shall indemnify and hold harmless SammTalk from any claim resulting from infringement of any third party's rights arising as a result of THE CLASS's use of the service in a manner contrary to this agreement or the user documentation.
9.3. Disclaimer of warranties. The website is provided “as is”. SammTalk disclaims all warranties of any kind, express or implied, including without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement of proprietary rights. To the fullest extent permitted by law, SammTalk disclaims any warranties for viruses and other harmful components in connection with the website.
9.3.1 SammTalk does not guarantee any results from using the services. The services are provided on an "as is" and "as available" basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from SammTalk or through the services will create any warranty not expressly stated herein. Without limiting the foregoing, SammTalk, its subsidiaries, its licensors and affiliates, do not warrant that the content is accurate, true, reliable, correct or complete, that the services will meet your requirements, that the services will be available at any particular time or location, uninterrupted or secure, that any defects or errors will be corrected or that the services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the services.
9.3.2.- SammTalk does not warrant, endorse, guarantee, or assume responsibility for the truth and/or accuracy of any information that is posted on its website as well as for their reliability and/or their ability to conduct business properly of users. SammTalk is not responsible for the interruption of use or loss or corruption of data, information or users’ content that is posted on the website. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
10. Data Protection/ Intellectual Porperty Rights
10.2.- SammTalk wishes to highlight the rules governing the publication of pictures and films by our members on web pages, in social media and in other publications.
It is important to respect for children and young people's privacy and the right to privacy. Some may have special reasons why they do not want to be photographed. In some cases, image sharing may have unfortunate consequences if, for example, the child lives in a secret address.
It's a good practice to always ask for permission before the photo is taken. The main rule is that consent should always be obtained from anyone who can be identified directly or indirectly on the pictures before they are published. If those pictured are under 15 years, consent must be obtained from both the child and the guardian. Unwanted publication can lead to liability and criminal liability according to the Copyright Law.
10.3.- SammTalk will retain all right, title and interest in and to the Services, all appurtenant documentation and any other intellectual property rights. Nothing in the Contract or in these Terms and Conditions shall impair or alter SammTalk's rights to the Service or Platform, including copyright and other intellectual property rights, or be construed so as to constitute a sale or transfer of such rights to THE CLASS or user.
10.4.- The CLASS is not allowed to perform any reverse engineering on any of the Service elements, including but not limited to reconstructing, back transfer, decompile, disassemble, modify, make derived versions of, or in any other way attempt to discover or find the source code for any of the Service elements.
10.5.- The CLASS is only given a right to use the Service in its own business and is under no circumstances allowed to copy, sell, transfer, sublicense or in any other way distribute any of the Service elements to others. SammTalk has the immaterial rights to all materials/services/products available to THE CLASS. No parts of SammTalk materials/services /products may be used externally without SammTalk prior written consent.
10.6. -Transfer of rights
10.6.1.-Under the contractual obligations, neither SammTalk nor THE CLASS or user is entitled to transfer their rights or obligations, wholly or partly, to third parties.
10.6.2.-However, notwithstanding section 10.6.1, other employees from the same company can utilise any remaining company-paid balance.
11. Concluding a contract Cancellation/Refund
11.1.- Cancellation. Provided THE CLASS is a consumer may withdraw from their contractual declaration within 14 days from the date THE CLASS has received a confirmation e-mail of the purchase of a product/service on our website or by email confirmation or in SammTalk email /letter or in our office.
11.1.2.- Withdrawals must be sent to: SammTalk AS Øvre Smestadvei 38A, 0378 Oslo (Norway) or email email@example.com. If the service has started before the right to withdraw has expired, THE CLASS, by accepting these conditions, agrees that the right to withdraw within 14 days shall not apply.
12. Confidentiality / Non-disclosure
12.1.- As a result of the provision of our Services to you, and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use our Information only for the specific purposes as allowed in these TC. Any disclosure of our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of these TC. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
14.- Breach of contract
If one of the classes does not fulfil their contractual obligations, the other party is entitled to terminate the contract within 14 days' notice, from the date the party who has fulfilled their contractual obligations has informed in writing the party who has not fulfilled their contractual obligation that the contract should be terminated and the breach of contract has not come to an end within the said time limit. The termination of the contract may only refer to the future.
15.- Applicable Law
The country of the user and/or the country of the member with whom he or she is dealing with may have applicable laws in regard to their transactions with other users that may be independent of the agreements made with SammTalk in the Terms and Conditions. The validity and interpretation of these Terms and Conditions shall be governed by the laws of Norway, without regard to Norway´s choice of law principles.
Any dispute arising under this e-contract shall be resolved by arbitration by a single Arbitrator in Oslo, Norway in accordance with the then current rules of the Norwegian Arbitration Law. In the event that any party fails to submit any dispute arising from this agreement to mediation first, or fails to meaningfully participate in mediation, that party will not be entitled to attorney’s fees as provided in this paragraph. Any judgment upon the award entered by the arbitrator may be entered in any Court having jurisdiction. Costs of arbitration, including reasonable attorney's fees incurred in arbitration as determined by the Arbitrator, together with any reasonable attorney's fees incurred by prevailing party in Court enforcement of the arbitration award after it is rendered by the Arbitrator, shall be paid to the prevailing party by the party designated by the Arbitrator or Court.
SammTalk does not tolerate any inappropriate behaviour or communication from students. What qualifies as inappropriate includes any form of sexual harassment, hateful speech, bigoted language, etc. Teachers participating in SammTalk and their class partner coordinator will decide if some act or words qualifiy as inappropriate; if there is some disagreement, it will be up to the CEO and/or COO of SammTalk to have the final word.
Students who use inappropriate behaviour or communication may be disallowed from participating in SammTalk for the rest of the school year. Any student who uses innapropriate behaviour or communication will be expected to write a letter of apology to the offended student(s).
In instances where a student has used inappropriate behaviour or communication, SammTalk may engage in communication with not just the partner teachers involved but also the language department leader an/or headteacher, and in some instances the parents, to ensure that all parties are content with the actions taken after such an incident. The SammTalk class partner coordinator will moderate this communication and, if needed, the SammTalk CEO and/COO may also be involved.
If there are ongoing violations of this rule, SammTalk may take further actions, such as cancelling the participation of a class - in which case the school will not be refunded for this class. Should this happen, the partner class which remains will be matched with a new class as soon as possible.
This e-contract constitutes the entire agreement between SammTalk and you concerning the subject matter hereof.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions.
This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.