Introduction

Welcome to the Terms of Service (hereafter referred to as “Terms”) that are adopted by Clanbeat Education OÜ, an Estonian registered company (registry code 14530865) situated at Tina str 26, 10126 Tallinn, Estonia, for Sage AIi. You may reach us at [email protected]. 

Clanbeat Education OÜ, operating under the Estonian Republic’s laws, maintains the Clanbeat Sage AI website, http://54.93.185.185/, its subdomains (collectively known as the “Website”), and the Sage AI web services. All the features, including interfaces, media, documentation, updates, integrated components or materials, and any services accessible through these channels, constitute the “Services”. For the purposes of these Terms, Clanbeat is alternatively referred to as “Sage AI”, “we”, “us” or “our”.

Sage AI aims to provide leadership growth services for individuals eager to enhance their leadership skills. Our Services allow users to avail personalised and structured online 1-on-1 growth sessions. Besides these sessions, Sage AI offers supplementary digital services that assist in evaluating, analysing, and providing insights on your present condition, potential future, and your personalised growth journey.

By using our Services, you agree to these Terms. Upon acceptance, these Terms form a legally binding contract (referred to as the “Agreement”) between you, the user, and Sage AIi.

Important Definitions

“User”	Any person who has signed up on Sage AI Website to use the Services.
“Service(s)”	Any Services accessible through the Sage AI Website at the time of agreeing to these Terms and as they may be updated in the future.

Services

1. Our Services aim to cultivate a conducive environment for Users’ growth. The current features include, but are not limited to:
   1. Designing your personal growth journey
   2. Participating in leadership-centred sessions and check-ins
   3. Receiving insightful recommendations for self-improvement
   4. Tracking and evaluating your progress
   5. Analysing your quality of life and satisfaction (optional)
   6. Identifying and mapping leadership competencies (optional)
   7. Recording sessions and procuring AI-generated analyses and insights from check-ins (optional)
2. Please note, the specific content and scope of our Services are dynamic and are subject to ongoing modifications aimed at improving the Services, enhancing the User experience, and augmenting their personal growth. The detailed scope of Services and opportunities on offer can be found on the Sage AI Website or after signing up for our Services.

Accessing the service

1. Before signing up for our Services, you as a User have the option to schedule a complimentary introductory session with a Sage AIi coach (hereafter referred to as “Coach”). To access our Services, you will need to select a Coach, sign up for a session cycle on our Website, and agree to these Terms. Upon your acceptance of these Terms, a binding agreement is formed between you as the User and Sage.ai, based on these Terms.
2. When providing personal details during the sign-up process and while using our Services, you affirm that all the information submitted is truthful, accurate, and complete.
3. To clarify, if a User does not accept these Terms, they are not permitted to use our Services.

Rights granted to users

1. Under these Terms, we grant you as a User access to our Services.
2. The tools, models, and any supplementary digital services we provide during 1-on-1 growth sessions are the intellectual property of Sage AI, its affiliates, and/or third-party licensors. This includes, but is not limited to, all copyrights, trademarks, service marks, and trade names contained therein.
3. You, as a User, are permitted to change your Coach during your use of our Services. However, a prior notification must be sent to [email protected].
4. You have the flexibility to choose a session cycle that best suits your needs and preferences. A cycle consists of one 60-minute session, accompanied by either 3 x 15 min, 2 x 30 min, or 1 x 60 min sessions, comprising the full monthly cycle.
5. You may cancel or reschedule a session provided it is done at least 24 hours before the pre-booked session. The rescheduled session must be within the monthly time frame designated for that cycle.
6. Should Sage AI be unable to provide the pre-booked session(s) with the chosen Coach, we will offer a substitute Coach to conduct the session(s) at the scheduled time(s), notifying the User at least 24 hours in advance. If we cannot find a substitute or if you choose not to have the session(s) with the offered Coach(es), Sage AI will adjust the next monthly billing to account for the missed sessions.
7. Should you choose to cancel the Services due to dissatisfaction with the replacement Coach, Sage AIi will refund you for the remaining sessions that were paid for but did not occur.
8. In the event of technical difficulties, relating to third-party service issues that prevent us from delivering the session, we will reschedule your session with the selected Coach. If feasible, rescheduling will occur within the same session cycle, or if not, the next session cycle.
9. Sage AI is dedicated to enhancing our Services. Consequently, we may provide updates, including but not limited to, service enhancements, new features, deletion of existing features, or modifications. Unless specified otherwise, these updates will be governed by these Terms. We will notify Users of such changes at least 30 days in advance. Continuation of Services after posting any changes implies acceptance of those changes.
10. Please note that you are not allowed to commercialise any features made available to you via our Services. Furthermore, using our Services does not grant you ownership of any content within our Services. 
11. You are not permitted to copy, distribute or publish any content from our Services or any information derived therefrom, unless stipulated by applicable law.
12. The following actions are prohibited:
    1. Using the Services for any unlawful purpose
    2. Encouraging others to participate in unlawful activities
    3. Violating any international, national, or local regulations, rules, and laws
    4. Providing any false or misleading information
    5. Using the Services for any obscene or immoral purpose
    6. Interfering with or bypassing the security features of our Services, related websites, other  websites, or the Internet
    7. Circumventing any technical measures we use to provide the Services.

Our rights

1. Sage AI reserves the right to deny Services based on objective justifications, including situations where our Coaches believe that the Services are not the right format to address the User’s challenges (for instance, in cases requiring therapeutic assistance).
2. Should payments become overdue, Sage AI reserves the right to suspend the provision of Services.
3. As a User, you retain intellectual property rights to any content you share during the Services. However, should you opt for our optional digital Services, you grant Sage AI a global, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable licence to utilise, reproduce, distribute, modify, adapt, create derivative works from, and exploit any content shared by you via the Services. This licence is necessary primarily to make available and display the results and feedback of analyses, assessments, and insights that are intended to enrich the 1-on-1 session experience for you and your Coach.
4. You also give Sage AI the right to generate anonymous statistics concerning the use of our Services.
5. In the event that you do not notify Sage AI about the cancellation or rescheduling of a pre-booked session at least 24 hours prior to the scheduled time, Sage AI may treat that session as though it took place and is thus entitled to charge a fee for that session.

Privacy

In order to deliver our Services, Sage AI is required to collect and process personal information about Users (hereafter referred to as “Personal Data”). We process this data in strict accordance with our Privacy Policy, which can be found at http://54.93.185.185/privacy-policy. If you have any questions or concerns about our privacy practices, please don’t hesitate to contact us at [email protected].

Linked sites and third party content

Our Services may include links to third-party websites, services, or content that we believe may be of value to our Users. However, please note that these third-party sites are not under our control, and we are not responsible for their content, policies, or practices. We encourage you to review the terms and privacy policies of any third-party websites or services before providing them with any personal data or engaging in any transactions with them.

Fees and payment

1. The initial introductory session is provided free of charge. Our paid Services include monthly sessions, supplemented by optional digital services to enhance the user experience.
2. These Services are billed on a fixed monthly fee basis (hereafter referred to as “Fee”), which is paid in advance at the beginning of each month, according to invoices sent by Sage AI. The Fee can be paid either by the User or their employer. The current Fee level can be found on our website’s pricing page or as directly communicated by Sage AI through email or other means.
3. Each monthly Fee is due within 7 calendar days from the invoice date, unless otherwise agreed between parties. Should there be a delay in payment, we may apply a late fee of 0.05% of the overdue amount for each day of delay.
4. Please note that Sage AI reserves the right to revise the Fee structure periodically. In such an event, we will inform you of any changes via the website or by email. Please refer to Section 4.9 for further details regarding changes to our Services and Fees.

Liability and indemnification

1. At Sage AI, we work tirelessly to ensure our Services are consistently available and perform to the highest standard. In the event of any service interruptions, we will strive to resolve the issue as swiftly as possible to ensure optimal user experience. However, please note that we do not guarantee the technical aspects of our Services that are reliant on third-party Services and are thus beyond our direct control.
2. As a User, you agree to use our Services exclusively for your personal growth.
3. Sage AI cannot be held liable for any breach or damages caused by incorrect, incomplete, or misleading information provided by a User in the course of using our Services.
4. Our liability for any breach of this Agreement is limited to instances where the breach is either intentional or a result of gross negligence on our part.
5. In respect to any Services provided, Sage.ai’s liability is capped at the total amount of Fees that a User has actually paid for such Services. We will not be held liable for any damages beyond direct property damages. However, any liability limitations outlined in these Terms do not apply in cases of intentional breaches of this Agreement by Sage AI.
6. We shall not be held liable for outcomes resulting from events beyond our reasonable control, otherwise known as “Force Majeure” events. These include, but are not limited to, natural disasters, pandemics, wars, insurrections, riots, terrorism, crime, labour shortages and strikes, embargoes, adverse weather and climate conditions, failure or default of a third party, electrical failures, government actions, and any other unforeseen circumstances outside our control.

Terms and termination

1. The Agreement is established for an indefinite period.
2. The User has the flexibility to cancel the Services at any time. To avoid being billed for the next month’s Services, Users must provide at least 7 days’ notice before the start of the upcoming month. Cancellations can be submitted via email to [email protected].
3. Mid-cycle cancellation and the corresponding refund policy are detailed in Section 4.7.
4. Should Sage AI determine that our Services are not currently advantageous for a User, we reserve the right to terminate Service provision. If this action takes place in the middle of a session cycle, the User will be eligible for a refund for any sessions cancelled by Sage AI.
5. Sage AI retains the right to terminate the Agreement without prior notification in the event of a material breach of the Agreement by the User.
6. Upon termination of the Agreement, the User is required to pay all outstanding invoices and any other outstanding amounts applicable for the period during which the Services were utilised.

Governing law and jurisdiction

1. The Terms of Service fall under the jurisdiction of the laws of the Republic of Estonia.
2. Any disputes stemming from these Terms of Service shall be resolved in the Harju County Court, located in the Republic of Estonia.

Additional provisions

Should any part of these Terms be deemed invalid, unenforceable or illegal for any reason, such provision shall be enforced to the greatest extent allowable under the law. The validity and enforceability of the remaining provisions, or portions thereof, will remain unaffected.

 

Personal Data Processing Agreement

This Data Processing Agreement (the “Agreement”) is an attachment to the main Terms (the “Primary Agreement”) between Sage.ai and the User (each referred to as a “Party” and collectively, the “Parties”). Sage AI offers the User access to a virtual personal growth environment (the “Services”).

In association with the provision of the Services under the Primary Agreement, Sage AI processes certain personal data of the User. To guarantee secure, accurate, and lawful processing of personal data, the Parties have agreed to augment the Primary Agreement with this Agreement as an attachment.

In the event of a conflict between the Primary Agreement and this Agreement regarding the processing of personal data, the terms of this Agreement shall take precedence.

General provisions

1. The terms used in this Agreement have the same meaning as in Article 4 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter referred to as “GDPR”), or as specified in the Primary Agreement.
2. In the context of Article 28 of the GDPR, the User is the data controller of the personal data made available to Sage AI during the provision of the Services, while Sage AIi acts as the data processor.

General obligations of Sage AI

1. Sage AI commits to processing personal data strictly in accordance with applicable laws, the stipulations of the Primary Agreement, and the terms of this Agreement.
2. Sage AI will only process personal data for the purposes outlined in Annex A of this Agreement.
3. Should it be mandated by applicable law, Sage AI will appoint a qualified data protection officer in compliance with legal requirements and will furnish the User with the data protection officer’s name and contact details.
4. Sage AI is obliged to maintain records of all data processing activities performed on behalf of the User, consistent with the requirements under the GDPR.

General obligations of the user

1. The User affirms and guarantees that when transferring any personal data to Sage AI, Sage AI is authorised to further process such personal data for the purpose of executing the Primary Agreement, which includes the provision of the Services.
2. Additionally, the User affirms and guarantees that when submitting any personal data to Sage AI, all personal data provided is accurate, truthful, pertinent, and necessary with respect to the fulfilment of the Primary Agreement.

Confidentiality

1. Sage AI is committed to ensuring the confidentiality of the personal data processed on behalf of the User.
2. Sage AI guarantees that no unauthorised third parties gain access to the personal data processed on behalf of the User.
3. Sage AI assures that all its representatives, employees, and any other individuals who, through Sage AI, come into contact with the personal data processed, are bound by contractual or legal confidentiality obligations. Sage AI guarantees that their representatives, employees, and any other individuals acting on its behalf maintain complete confidentiality of the personal data. It’s important to note that all personal data shared during 1-on-1 sessions with the Coach remain confidential and are only accessible to the User and the Coach. If the User opts in for additional digital services (analyses, assessments, and insights), the data is processed securely without human involvement.
4. Sage AI promises to ensure that all its representatives, employees, and any other individuals who, through Sage AI, come into contact with the personal data processed, have received adequate training and instructions for processing personal data in compliance with the Primary Agreement, this Agreement, and applicable laws.

Security measures

1. Sage AI guarantees the security of personal data processing to safeguard personal data from accidental or unauthorised processing, disclosure, or destruction.
2. In line with the current state of the art, the cost of implementation, and considering the nature, scale, context, and aims of the personal data processing as well as the varying likelihood and severity of risk to the rights and freedoms of natural persons arising from personal data processing, Sage AI will apply suitable technical and organisational measures when processing personal data to ensure data security.
3. In implementing appropriate technical and organisational measures, Sage AI will ensure the capability of the implemented processing measures to consistently safeguard the confidentiality, integrity, availability, and resilience of personal data.
4. Among other measures, Sage AI ensures that while processing personal data, it uses updated information technology solutions that are regularly tested for security, ensures access to Sage AI’s IT systems and premises is regulated and controlled, and makes sure that current antivirus and spyware programs are in use.
5. Sage AI will log some parts of data processing operations performed on behalf of the User, creating log entries for viewing, modifying, transferring, and deleting personal data.
6. The User or the User’s employer, if the User’s employer pays for the Service, has the right to authorise an auditor to assess Sage AI’s performance under the Agreement in accordance with the GDPR. The User or the User’s employer must notify Sage AI of the audit at least 60 days in advance. The User, the User’s employer, or an auditor appointed by the User or User’s employer must conduct the audit during regular working hours and in a way that minimally disrupts Sage AI’s regular business activities.

Personal data breach

1. In the event of a personal data breach or suspected personal data breach, Sage AI will promptly notify the User or the User’s employer if the Service is paid by the User’s employer. In the case of a personal data breach or suspected breach or an incident that is likely to become a personal data breach, Sage AI will send to the User or the User’s employer a notification about the personal data breach, which will at least include:
   1. A description of the nature of the personal data breach;
   2. The categories and approximate number of data subjects affected;
   3. The categories and approximate number of personal data records affected;
   4. The name and contact details of Sage AI’s data protection officer or another contact person, if applicable;
   5. The likely consequences of the personal data breach, including potential consequences for the data subjects;
   6. The measures taken or proposed by Sage AI to address the personal data breach and to mitigate its possible adverse effects.
2. Sage AI will send the notification specified in section 6.1 above to the User or the User’s employer promptly and, if possible, no later than within 24-48 hours from the time the personal data breach occurred.
3. If Sage AI is unable to provide the information outlined in section 6.1 to the User or the User’s employer within the time frame set forth in section 6.2, Sage AI may provide the information to the User or User’s employer in stages but without further unnecessary delay.
4. Sage AI will fully cooperate with the User or the User’s employer to prevent personal data breaches. If a personal data breach occurs, Sage AI will fully cooperate with the User or User’s employer to address the personal data breach as efficiently and quickly as possible and/or to mitigate its possible adverse effects.
5. Sage AI will document all personal data breaches, including the facts relating to the personal data breach, its effects, and the remedial action taken.

Return, deletion and destruction of personal data

Upon the User’s request or after the termination of the Primary Agreement, Sage AI will delete all personal data processed on behalf of the User, unless Sage AI has a legal basis to retain certain data.

Subprocessors

If Sage AI employs subprocessors, it will assume full liability for the subprocessor’s processing of personal data in accordance with the applicable laws and this Data Processing Agreement.

Liability

Sage AI will not be liable for any administrative fine imposed on the User, damage caused to the User, or a claim filed against the User if these are based on a violation by the User and/or if Sage AI has not committed such a violation.

Validity

The Agreement will be valid from the moment the User accepts the Terms (i.e., at the moment of concluding the Primary Agreement) until Sage AI  is processing personal data on behalf of the User, or until the end of the term of the Primary Agreement, whichever comes later.

Final provisions

The Data Processing Agreement is governed by the laws of the Republic of Estonia. Any disputes arising from the Data Processing Agreement will be resolved through negotiations or in Estonian courts, with the Harju County Court being the court of first instance.

ANNEX A to the Personal Data Processing Agreement

Purpose of data processing

The purpose of processing personal data is to provide services as outlined in the Primary Agreement i.e Terms between the user and Sage AI.

Data subjects

Any natural person using Sage AI Services.

Categories of personal and service usage data

Identification data: first name, family name,
Contact data: email
Employer related data: name of the employer (if the the service is paid by your employer, otherwise optional)
Other data: this category encompasses all other data shared by the user while using Sage AI’s services, such as personal and professional aspirations, goals, challenges, thoughts, beliefs, values, actions, plans, questions, answers, and other elements that describe the user’s current state, past, and future.
Usage data: this refers to data concerning the use of the services and the content therein, like preferred scheduling, usage of optional features, and pace of the customer journey. Please note that usage-based analytics data is only used in a generalised and anonymised form.

Processing operations

Sage AI processes the data in order to provide the Services in accordance with the terms of the Primary Agreement.

Processing period

The term of the Primary Agreement.

Security measures

The data is stored in a databases that can only be accessed by authorised Sage AI employees. The databases’ servers are secured (ISO 27001, 27017, 27018 and SOC 1, 2, 3 compliance). 

Sage AI communicates with databases through API-s. Each API request is made over a secure SSL connection and must include a valid token.