Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the Lrnsy platform, website, products, services, systems, tools, content, training materials, reporting functions, and related services provided by Syndeou ("Syndeou", "we", "us", or "our").

By accessing or using Lrnsy, the institution, organisation, administrator, educator, parent, learner, or authorised user ("User", "you", or "your") agrees to comply with these Terms.

Where Lrnsy is used by a school, education provider, institution, organisation, or other legal entity, that entity is responsible for ensuring that all authorised users comply with these Terms.

Lrnsy is an institutional education operating system designed to support schools and education institutions with learner understanding, personalised learning pathways, educator support, academic visibility, reporting, and AI-supported insight.

Lrnsy is intended to support human-led education. It does not replace teachers, academic guides, school leadership, curriculum requirements, safeguarding responsibilities, or institutional decision-making.

Lrnsy is not:

• A school operator
• A direct education provider
• A replacement for formal curriculum authorities
• A medical, psychological, or diagnostic service
• An automated decision-making system
• A substitute for professional educator judgement

All educational decisions, learner interventions, safeguarding decisions, curriculum delivery, and institutional actions remain the responsibility of the relevant school or institution.

"Platform"

means the Lrnsy digital platform and associated systems.

"Institution"

means the school, education provider, organisation, or legal entity licensed to use Lrnsy.

"Authorised User"

means any person permitted by the Institution to access Lrnsy.

"Learner Data"

means information relating to learners, including personal, academic, developmental, behavioural, engagement, wellbeing, or assessment-related data.

"Services"

means the Lrnsy platform, training, reporting, support, implementation, analytics, and related services.

"AI-supported insights"

means system-generated insights used to support human review and decision-making.

Access to Lrnsy is granted only to authorised institutions and authorised users.

Institutions are responsible for:

• Managing user access
• Ensuring users are properly authorised
• Maintaining accurate user information
• Removing access when users leave the institution
• Protecting login credentials
• Ensuring appropriate use of learner data

Users must not share login credentials or allow unauthorised access to the platform.

Lrnsy is generally licensed at an institutional level under a separate agreement, proposal, invoice, order form, subscription agreement, or service contract.

The scope of access may depend on the selected package, implementation level, number of users, number of learners, modules enabled, training purchased, and agreed contractual terms.

Unless otherwise agreed in writing, the institution receives a limited, non-exclusive, non-transferable, revocable licence to use Lrnsy for internal educational and institutional purposes only.

No ownership of Lrnsy, its intellectual property, methods, frameworks, content, or technology is transferred to the institution or users.

Fees for Lrnsy may include, but are not limited to:

• Institutional licence fees
• Subscription fees
• Per-learner fees
• Implementation fees
• Training and certification fees
• Configuration fees
• Support fees
• Optional module fees
• Renewal fees

Where applicable, payments may be processed through VGA Brokers as the registered merchant entity and through Tap Payments as the payment gateway or payment service provider.

This means that the payment flow may involve:

By making a payment, the institution or user acknowledges that:

• Payment processing may be handled by third-party payment providers
• VGA Brokers may appear as the merchant or payment recipient on transaction records
• Tap Payments may process payment card, transaction, and billing information
• Syndeou does not directly store full payment card details
• Payment providers may apply their own terms, privacy notices, fraud checks, compliance checks, and transaction rules

Syndeou is responsible for providing the Lrnsy service as agreed. VGA Brokers and Tap Payments are responsible only for the payment-processing functions they perform.

Fees may be exclusive of taxes, duties, levies, bank charges, payment processing charges, currency conversion charges, or similar costs unless otherwise stated.

The institution is responsible for paying all applicable taxes and charges associated with its purchase and use of Lrnsy.

Refunds and cancellations are governed by the Refund Policy, applicable contract terms, and any written agreement between the parties.

Unless otherwise agreed, activated institutional licences, implementation work, training, configuration, and onboarding services are generally non-refundable.

Users must use Lrnsy only for lawful, authorised, educational, and institutional purposes.

Users must not:

• Attempt unauthorised access
• Interfere with platform security
• Copy, scrape, extract, or misuse data
• Reverse engineer the system
• Upload harmful code or malicious content
• Misrepresent information
• Use learner data for unauthorised purposes
• Share confidential information unlawfully
• Use Lrnsy in a way that breaches safeguarding, privacy, or education obligations

Syndeou may suspend access where misuse, security risk, unlawful activity, or breach of these Terms is suspected.

Institutions remain responsible for the lawful collection, accuracy, use, retention, and disclosure of learner data.

Institutions are responsible for obtaining any required permissions, consents, notices, approvals, or legal bases needed to use Lrnsy with learners, parents, educators, and staff.

Syndeou processes learner data only to provide the platform and related services, subject to the Privacy Policy and, where applicable, the Data Processing Agreement.

Lrnsy may include AI-supported features designed to identify patterns, trends, signals, risks, opportunities, or recommendations for review by authorised human users.

AI-supported insights are for decision support only.

AI within Lrnsy does not:

• Diagnose learners
• Replace educators
• Replace safeguarding professionals
• Make final decisions
• Determine academic outcomes independently
• Automatically approve or reject learner progression
• Replace institutional review

Institutions and authorised professionals remain responsible for reviewing, interpreting, validating, and acting on any insights generated by Lrnsy.

Lrnsy is intended to support responsible institutional visibility and learner support. It does not replace the institution's safeguarding policies, child protection procedures, legal duties, or professional obligations.

Institutions remain responsible for:

• Safeguarding learners
• Responding to concerns
• Escalating incidents
• Maintaining child protection records
• Complying with applicable laws and regulations
• Ensuring staff are trained and authorised

All intellectual property rights in Lrnsy remain owned by Syndeou or its licensors.

This includes:

• Software
• Platform architecture
• User interfaces
• Workflows
• Methodologies
• UTL frameworks
• Academic guide training materials
• Certification materials
• Curriculum orchestration frameworks
• AI models and analytics structures
• Documentation
• Reports and templates
• Branding
• Designs
• Content
• System logic
• Know-how

Users may not copy, reproduce, distribute, modify, resell, sublicense, reverse engineer, or create derivative works from Lrnsy without written permission.

Institutions and users may receive confidential information relating to Lrnsy, Syndeou, learners, educators, institutional data, system design, commercial terms, or proprietary materials.

Confidential information must not be disclosed, copied, misused, or shared except as authorised.

This obligation continues after termination of access.

Syndeou will use reasonable efforts to maintain platform availability, security, and reliability. However, access may be interrupted due to:

• Maintenance
• Updates
• Security work
• Third-party service issues
• Internet outages
• Hosting provider issues
• Force majeure events
• Payment provider downtime

Syndeou does not guarantee uninterrupted or error-free service.

Lrnsy may rely on or integrate with third-party services, including hosting providers, analytics tools, email tools, support tools, payment processors, and other operational providers.

Payment services may include VGA Brokers and Tap Payments where applicable.

Syndeou is not responsible for failures caused by third-party systems outside its reasonable control.

To the maximum extent permitted by law, Syndeou is not liable for:

• Educational outcomes
• Institutional decisions
• User misuse
• Unauthorised access caused by user negligence
• Loss of profits
• Loss of business
• Loss of opportunity
• Indirect or consequential damages
• Third-party payment provider issues
• Incorrect data entered by users
• Decisions made without professional review

Where liability cannot be excluded, Syndeou's liability will be limited to the amount paid for the relevant services during the period defined in the applicable contract.

The institution agrees to indemnify and hold Syndeou harmless against claims, losses, damages, penalties, costs, and expenses arising from:

• Misuse of Lrnsy
• Breach of these Terms
• Unlawful use of learner data
• Failure to obtain required consents
• Breach of safeguarding obligations
• User misconduct
• Inaccurate data supplied by the institution
• Unauthorised disclosure of confidential information

Syndeou may suspend or terminate access if:

• Fees are unpaid
• Security risks arise
• Users breach these Terms
• The platform is misused
• Legal or regulatory concerns arise
• The institution breaches its contract
• Continued access may create risk to learners, data, systems, or Syndeou

Upon termination, access will end according to the relevant agreement. Data return or deletion will be handled according to the Privacy Policy, Data Processing Agreement, and contract terms.

Syndeou may update these Terms from time to time. Updated versions will be posted on the website or communicated to institutions where appropriate.

Continued use of Lrnsy after updates means the institution or user accepts the revised Terms.

These Terms are governed by the laws specified in the applicable contract. Where no specific governing law is stated, the default governing law will be the laws of the Kingdom of Bahrain, unless otherwise required by applicable law.

For questions regarding these Terms, contact: