Acadence Centre Terms of Service

Version 2026-10-27. These terms are between BOOK IN CHAT PTE. LTD. (UEN 202646792Z), 60 Paya Lebar Road, #6-28, Paya Lebar Square, Singapore 409051 ("Book In Chat", "we", "us"), which provides the Acadence service, and the tuition centre named when these terms are accepted (the "Centre", "you"). The Data Processing Agreement and the Provider list form part of these terms (together, the "Agreement").

1. Accepting these terms

1.1 You accept the Agreement when a person acting for you signs it in Centre admin (by drawing their signature and accepting) or signs a paper copy, or accepts it by email. If none of these has happened, you also accept the Agreement when a manager of the Centre signs in to Centre admin, or any of your Staff uses an AI Feature, after we have sent the Agreement to the contact email we hold for the Centre and shown it in Centre admin for at least 14 days. Each person who accepts promises that they are authorised to bind the Centre. We will treat the Centre as having accepted the version shown at that time and record that date as the acceptance date.

1.2 We keep a record of each acceptance: who accepted, when, the version, and a fingerprint (sha256) of the text. That record is evidence of what was accepted.

1.3 If you do not accept the Agreement, you must not use the Service.

1.4 You will tell us in writing within 5 business days if a person who accepted the Agreement for you was not authorised to do so. If you do not, you are bound by their acceptance. We may rely on any manager account in your site as authorised to act for you.

2. Meanings

3. What we provide, and what we do not

3.1 We provide software as a tool for you to run your own classes. We do not provide tuition, teaching, marking, assessment, academic advice or any educational service to you, your Students or Parents. AI marking of practice is a self-check tool that you switch on; it is not marking, assessment or teaching by us. You decide how, and whether, to use each part of the Service.

3.2 We may change, improve, add to or remove features. If we remove a feature that you rely on and pay for, we will give you reasonable notice where we can.

3.3 We aim to keep the Service available, but we do not promise that it will be uninterrupted, error-free or available at any particular time. We may suspend it for maintenance, security or legal reasons.

4. Your responsibilities

4.1 You are responsible for your Centre Data. Under the PDPA you are the organisation that collects, uses and discloses your Users' personal data, and you decide why and how it is processed. We process it for you, as your data intermediary, under the Data Processing Agreement.

4.2 Notices and consent. You must, before any personal data enters the Service and before any AI Feature is used on a Student's work:

4.3 Your Users. You decide who gets an account. You are responsible for what your Users do in the Service as if you had done it yourself, and you must make sure they follow the Agreement and the Acceptable use rules in clause 7.

4.4 Centre Content. You promise that you own, or have permission to use, upload, copy and share with your Students, all Centre Content, including any past examination papers, assessment books and third-party materials, and that our hosting and processing of it as the Agreement allows will not infringe anyone's rights.

4.5 No unneeded data. You must not put into the Service NRIC or passport numbers, health information, financial account details or any personal data that the Service does not need. The only exception is a medical certificate uploaded through the Service's absence or leave feature, which you collect for your own purposes, must keep only as long as you need it, and are responsible for. Do not ask for a certificate that shows a diagnosis unless you need it; a note that the person was unfit for the dates is enough. Payments go directly to you; the Service only records them. Ask Students not to write their names on work that is sent to an AI Feature.

4.6 Account security. You must keep sign-in details safe, use two-step sign-in for managers, remove Staff who leave, and tell us at once if you suspect misuse.

4.7 Laws that apply to you. You are responsible for complying with every law and regulation that applies to your centre, including education, tuition-centre, consumer, child-protection, copyright and data protection laws, the Do Not Call provisions of the PDPA and the Spam Control Act 2007 for any marketing message you send to families using the Service's contact tools, and tax and GST law for any invoice the Service produces for you.

5. AI Features

5.1 Optional. AI Features are optional and are used at your centre only at your request or with your agreement. Using them is your acceptance of the Agreement (clause 1.1). Manual marking works whether or not AI Features are used.

5.1A Consents you hold. Where you confirm to us, in Centre admin or in writing, that you hold a Parent's or guardian's written agreement to AI-assisted marking for a Student or a class (for example on your enrolment form), you promise that this is true for every Student it covers, that the agreement names third-party AI services and describes them in substance as the in-app AI marking consent does, that you keep the record, and that you will show it to us within 5 business days of a request. We and our AI Providers rely on that promise. Until you confirm it, an AI Feature runs on a Student's work only with a consent recorded in the Service. A "no" recorded in the Service by a Student, a Parent or your Staff always stops AI Features for that Student. Clause 13 applies to any confirmation that is untrue.

5.2 Your instruction. Each time one of your Staff uses an AI Feature, for example by clicking "Mark with AI", turning on automatic marking, asking AI to read a paper, or switching on AI marking of practice, that is your instruction to us to send the relevant Centre Data to an AI Provider and to show the AI Output to your Staff, or, for practice, to the Student. You are responsible for that instruction and for having the consents it needs.

5.3 AI Output can be wrong. AI Output is produced automatically. It may be inaccurate, incomplete, inconsistent, biased or misread handwriting. It is a suggestion only. It is not a mark, assessment, grade or opinion of Book In Chat.

5.4 Your tutors decide. A tutor must check every AI-suggested mark, remark and tip before it is released to a Student or Parent, and is free to change or remove it. Every mark, result, remark and decision that you release, or use for any purpose (including placing, promoting, reporting on or advising a Student), is yours and your tutor's decision, not ours.

5.5 AI marking of practice. If you switch on AI marking of practice, Students see AI-marked practice results straight away without a tutor's check. The Service labels these results as not reviewed by a tutor and keeps them out of the gradebook. You choose to switch this on and which classes and practice material it applies to, and you accept the risk that such results may be wrong.

5.6 AI Providers. We choose which AI Provider each AI Feature uses from the Provider list, and may change it. We use an AI Provider for Students' work only where, having reviewed its terms, we reasonably believe they allow it, and the Service refuses AI Features for real Students' work with any provider the Provider list marks as not used. We may also use an AI Provider for Papers and for demonstration accounts whose work is invented, as the Provider list says. AI Providers are independent companies or institutions; we do not control their models, availability or changes to their terms. We may suspend or limit any AI Feature at any time, for example if an AI Provider changes its terms, becomes unavailable, or a usage or spending limit is reached.

5.7 Limits and charges. AI Features may have usage allowances, rate limits and charges as shown in Centre admin or your plan.

6. Data protection and our own uses

6.1 The Data Processing Agreement applies to our processing of personal data in Centre Data for you.

6.2 You agree that we may also:

7. Acceptable use

You and your Users must not: use the Service unlawfully or to harm, harass or discriminate against anyone; upload material you have no right to upload; try to access another centre's data or any account that is not yours; probe, overload, copy, reverse-engineer or resell the Service; use the Service or AI Output to build a competing product; remove notices or watermarks; send malware; or use AI Features to make decisions about Students without a tutor's review. We may remove material or suspend a User who breaks these rules.

7A. Copyright complaints

7A.1 Centre Content is stored at your direction. If anyone tells us that material in your site infringes their rights, or we otherwise learn of it, we may remove it or disable access to it without first asking you, and tell you that we have done so. You must not upload it again unless you show us that you have the right to. If you send us a restoration notice that meets the requirements of the Copyright Act 2021, we may restore the material unless the complainant starts proceedings.

7A.2 Our designated representative for take-down notices under the Copyright Act 2021 is Lee Cheng Han, Data Protection Officer, BOOK IN CHAT PTE. LTD., 60 Paya Lebar Road, #6-28, Paya Lebar Square, Singapore 409051, [email protected].

8. Fees

8.1 You pay the fees for your plan as shown in Centre admin or agreed in writing. While a free pilot or trial applies, no fees are due for it. We may end a free pilot, or change fees, by giving you at least 30 days' notice.

8.2 Unless stated otherwise, fees are in Singapore dollars, exclude GST (which we add if it applies), and are due within 14 days of our invoice. We may suspend the Service if fees are more than 14 days overdue after a reminder.

9. Ownership

9.1 You keep ownership of Centre Data and Centre Content. You give us a non-exclusive, royalty-free licence, for as long as we hold them under the Agreement, to host, copy, process, transmit (including to AI Providers) and display them to provide, secure and support the Service, and for the uses in clause 6.2.

9.2 As between you and us, we and our licensors own, to the fullest extent the law allows, the Service, its software, designs, AI prompts, question banks, generated questions and solutions, De-identified Data and all improvements, and you will not challenge that ownership. Subject to the Agreement and payment of fees, you may use the Service for your centre's own teaching during the Agreement. You may use question-bank material only inside the Service for your own Students, and may not export it except as the Service allows. Any feedback or suggestions you give us we may use freely.

10. Confidentiality

Each party will keep the other's non-public information confidential and use it only for the Agreement, except information that is public, already known, independently developed, or that must be disclosed by law (with notice to the other party where the law allows).

11. No promises beyond these terms

11.1 To the fullest extent the law allows, the Service, the AI Features and all AI Output are provided "as is" and "as available". We make no promise, and exclude every warranty, condition or term implied by law, about accuracy, completeness, fitness for a particular purpose, quality, availability or results, including any promise that the Service or AI Output will improve any Student's results or meet any syllabus, examination or regulatory standard.

11.2 You are responsible for checking that the Service is suitable for your needs and for keeping your own copies of anything important.

11.3 We do not promise any service level. Planned maintenance is announced in Centre admin where we can. Support is by email or WhatsApp during Singapore business hours; response times are targets, not promises. Features marked beta or pilot in Centre admin are provided for evaluation, may be withdrawn, and are excluded from any promise of availability.

12. Limits on our liability

12.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that the law does not allow to be limited or excluded.

12.2 Subject to clause 12.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following, in each case whether it is direct or indirect loss:

in each case whether or not it was foreseeable or we were told it might happen.

12.3 Subject to clause 12.1, our total liability arising out of or in connection with the Agreement, for all claims together, is limited to: (a) for breach of clause 4 of the Data Processing Agreement (security) or of clause 10 (confidentiality), the greater of S$10,000 and the fees you paid us under the Agreement in the 12 months before the event giving rise to the first claim, or, if we hold insurance covering the claim, the amount recovered under that insurance if higher; and (b) for everything else, the greater of the fees you paid us under the Agreement in those 12 months and S$100.

12.4 You must notify us in writing of any claim within 12 months after you became aware, or ought reasonably to have become aware, of it. After that, the claim is barred. This clause does not apply to a claim by us for an indemnity under clause 13.

12.5 You agree that these limits are reasonable, taking into account the fees, the free pilot, the nature of AI Output, your control over how the Service is used and over every released mark, that the limits were shown to you before you accepted, and that you can insure against these risks. If you need a higher limit, ask us: we offer a higher limit for a higher fee, agreed in writing.

13. Your indemnity to us

13.1 You will indemnify and keep indemnified Book In Chat, its affiliates, and their directors, officers, employees, contractors and successors against all claims, demands, investigations, fines, penalties, losses, damages, costs and expenses (including reasonable legal costs on an indemnity basis) arising out of or in connection with:

reduced to the extent a court finds the loss was caused by our negligence, wilful misconduct or fraud, and excluding any fine or penalty imposed on us for our own contravention of the law.

13.2 We will tell you promptly about any claim covered by this clause, let you take reasonable part in it, and not settle it in a way that admits fault on your behalf without your consent (not to be unreasonably withheld). You will not settle a claim covered by this clause in a way that admits fault on our behalf without our consent. We may take over the defence of any claim at our cost.

13.3 Your liability under this clause, for unpaid fees, and for breach of clauses 4, 7 or 9.1, is not limited by the Agreement.

14. Suspension and ending the Agreement

14.1 We may suspend all or part of the Service, or any User, at once if we reasonably believe it is needed for security, to prevent harm or a breach of law, because of a breach of the Agreement, or because an AI Provider or other supplier requires it.

14.2 Either party may end the Agreement by giving 30 days' written notice. We may end it at once by notice if you materially breach it and do not fix the breach within 14 days of being asked, or if you become insolvent or stop business.

14.3 When the Agreement ends, your access ends. During the Agreement and for 30 days afterwards you may ask us for an export of your Centre Data (as CSV or JSON files with the original uploaded files). After that we delete it as the Data Processing Agreement describes. We give one export free; a further export, or help with inspections or other requests beyond this, is at your cost. Clauses 1.2, 6.2 (De-identified Data), 7A, 8 (fees owed), 9, 10, 11, 12, 13, 14.3 and 16, and the Data Processing Agreement for as long as we hold any Centre Personal Data, survive the end of the Agreement.

15. Changes to the Agreement

We may change the Agreement. We will tell your managers at least 14 days before a change takes effect, unless it is needed sooner by law or by an AI Provider or other supplier. Where a change is material, Centre admin will ask a manager to accept it, and AI Features may pause until it is accepted. A change is not material if it only corrects wording, adds a provider under the Data Processing Agreement, describes a new optional feature, or is required by law or a supplier; you accept such a change by continuing to use the Service after it takes effect. If you do not accept a material change within 30 days, either party may end the Agreement under clause 14.2, and you receive a pro-rata refund of fees paid in advance for the unused period.

16. General

16.1 Transfer to a new company. We may assign, novate or otherwise transfer the Agreement, in whole or in part, to any company that carries on the Acadence business, including a company incorporated to take over that business from Book In Chat, or to any other successor (the "New Provider"). You consent to this now. The transfer takes effect when we give you notice that the New Provider has agreed in writing to be bound by the Agreement. From then the New Provider takes our place, the Agreement continues on the same terms, and we are released from obligations arising after the transfer. The New Provider also becomes your data intermediary under the Data Processing Agreement, may receive Centre Data for this purpose as the PDPA allows for a business asset transaction, and will use it only under the Agreement. You will sign any novation or other document reasonably needed to give effect to this. If you object, you may end the Agreement without charge by notice within 30 days of our notice. You may not transfer the Agreement without our written consent.

16.2 Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes at AI Providers, hosting or network providers.

16.3 Notices. Notices to us go to [email protected], or by post to our registered address. Notices to you go to the contact email given at acceptance or to any manager's email in the Service. An email notice takes effect at 9 a.m. Singapore time on the next business day after it is sent, unless the sender receives a delivery failure.

16.4 Whole agreement. The Agreement is the whole agreement between us about the Service and replaces any earlier understanding, including any letter of intent, about it. If documents conflict, this order applies: these terms, except that the Data Processing Agreement prevails on the processing of personal data; then the Provider list; then any plan or fee page in Centre admin. Any purchase order or terms of yours do not apply.

16.5 Other terms. If any part of the Agreement is found invalid or unenforceable, the rest continues, and that part applies with the smallest change needed to make it valid. A delay in enforcing a right is not a waiver. Nothing in the Agreement creates a partnership, agency or employment between us.

16.6 No third-party rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms, except that our affiliates, and our and their directors, officers, employees, contractors and successors, may rely on clauses 12 and 13. We may vary or end the Agreement without their consent.

16.7 Electronic acceptance. The Agreement may be accepted electronically or signed in counterparts, each of which is an original.

16.8 Law and courts. The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the laws of Singapore. The parties will first try to settle any dispute by discussion between their managers for 14 days. The courts of Singapore have exclusive jurisdiction.