UNIVO LMS+ Institutional Terms of Service

These Terms are issued by Business Circles for Technology and Innovation ("UNIVO"). LMS+ is supplied only to institutions and businesses for professional use, and the UNIVO consumer terms do not apply to it.

• Customer: the university, school, public body or employer named in an Order Form.
• Authorised User: any person the Customer permits to use LMS+, including staff, faculty, counselors, administrators and Student Users.
• Student User: an enrolled learner whose account is provisioned by or linked to the Customer.
• Order Form: the signed ordering document that references these Terms.
• Subscription Term: the licence period stated in the Order Form and each renewal.
• Path A (LMS+ Insight): LMS+ integrated alongside the Customer's existing LMS through LTI 1.3.
• Path B (LMS+ Core): LMS+ deployed as the Customer's primary LMS, either hosted by UNIVO or self-hosted.
• Customer Data: data submitted by or for the Customer, including data synchronised through SIS, OneRoster and LTI.
• Wellbeing Signals: burnout early-warning, mood trends, stress indicators and risk flags generated by Flamo AI ("Flamo").
• Service Credit: a non-cash credit under the Cancellation, Refund and Service Credit Policy (lms-refund).
• Public Entity: a ministry, public university or other body subject to public procurement law.

These Terms bind the Customer when it signs an Order Form referencing them or activates a pilot. In a conflict, the order of precedence is: (a) the signed Order Form, (b) the Data Processing Addendum (DPA), (c) these Terms, (d) the documentation. Section 19 applies above all of them on the points it covers. Terms in Customer purchase orders or portals have no effect, even if acknowledged. The Order Form records the version of these Terms that applies for its Subscription Term. A new version applies from the next renewal.

UNIVO grants the Customer a non-exclusive, non-transferable, non-sublicensable right, for the Subscription Term, for its Authorised Users to use the modules in the Order Form for the Customer's internal educational and administrative purposes, and, for employer Customers, for recruitment. Fees are based on Student Users enrolled in the programmes in scope, counted from the Customer's SIS on the Order Form census dates, or otherwise on day 30 of each academic term. The Customer must not: resell, sublicense or provide LMS+ to third parties; reverse engineer it except where the law expressly permits; bypass role, consent or security controls; scrape or bulk-extract data; or use LMS+ or Flamo output to build a competing product or model.

On Path A and hosted Path B, UNIVO operates hosting, security, updates and backups. On self-hosted or on-premise Path B, the Customer operates the infrastructure, network and physical security, operating system patching, backups, disaster recovery and access to its environment. UNIVO supplies releases, security patches and the support stated in the Order Form. The Customer must apply critical security releases within 7 days and other releases within 30 days. The SLA and Service Credits do not apply to self-hosted deployments, and UNIVO is not responsible for incidents caused by the Customer's environment or delayed patching. Where a self-hosted deployment uses Flamo through UNIVO's hosted AI service, the Order Form states what data leaves the Customer's environment.

The Customer appoints administrators, assigns roles under role-based access control (RBAC), keeps role assignments current and grants counselor roles only to appropriately qualified staff. The Customer is responsible for its Authorised Users' acts and omissions and for the accuracy of data sent through SIS, OneRoster and LTI integrations. The Customer is solely responsible for having a lawful basis, and for obtaining any required student, staff or guardian consent, for all Customer Data it uploads or connects. For users under 18, the Customer must obtain guardian consent before activation. UNIVO does not verify these matters. The Customer must promptly report any unauthorised use.

Staff users must not access student data beyond their role or legitimate need, attempt to re-identify aggregated or de-identified data, share individual data outside authorised purposes, share credentials, upload unlawful content or malicious code, or use LMS+ to harass or discriminate.

7.1 Pricing. Path A is charged at a banded per-student annual rate with an annual floor of 35,000 EGP. Path B is charged at a banded per-student annual rate with an annual floor of 180,000 EGP. Add-on modules, the published Public Sector Rate, consortium pricing and national licences apply as stated in the Order Form. The annual floor applies regardless of actual enrolment.

7.2 Invoicing. Licence fees are invoiced annually in advance in the currency stated in the Order Form, or in EGP where none is stated, and are due within 30 days of invoice. Payment is by bank transfer or by card through noon payments. Fees are non-cancellable and non-refundable except as stated in lms-refund.

7.3 True-up. If enrolment on a census date exceeds the contracted band, UNIVO invoices the difference pro rata for the rest of the term. Enrolment below the band does not reduce fees during the term.

7.4 Renewal uplift. At each renewal, fees increase by the annual change in Egypt's urban consumer price index as last published by CAPMAS 120 days before term end, subject to a minimum of 8 percent and a maximum of 15 percent, without renegotiation. Prices are fixed for the current term only.

7.5 Pilot. A pilot runs for 90 days. The pilot fee is non-refundable. Pilots are provided on an as-available basis with the reduced service level stated in the Order Form and carry no Service Credits. The pilot fee is credited in full against the first annual licence if the Customer signs an Order Form within 30 days after the pilot ends. A pilot does not renew automatically.

7.6 Services. Implementation, integration, migration, training, workshops and customisation fees are earned when performed and are never refundable.

7.7 Taxes. Fees exclude VAT, withholding tax and similar taxes. The Customer pays VAT, or self-accounts for it where the law requires. If the law requires the Customer to withhold tax, the Customer increases its payment so that UNIVO receives the full invoiced amount, and provides the withholding certificate.

7.8 Late payment. If an undisputed invoice is unpaid, UNIVO may suspend LMS+ after 15 days' written notice. Access is restored only on full settlement. The Customer reimburses UNIVO's reasonable, documented collection costs. For Egyptian private-sector Customers, overdue amounts bear interest from the due date at the rate Egyptian law permits for commercial obligations. No interest is charged to Saudi Customers. For Public Entities, payment terms follow the signed procurement contract.

8.1 Renewal. Each Subscription Term renews automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least 90 days before the term ends. UNIVO sends a renewal reminder to the Customer's billing and administrative contacts at least 120 days before the term ends; if it does not, the Customer may give notice of non-renewal at any time before the term ends.

8.2 Termination. The Customer may not terminate for convenience. Either party may terminate an Order Form if the other commits a material breach and does not cure it within 30 days after written notice describing it. UNIVO may also terminate if an undisputed amount remains unpaid 30 days after suspension.

8.3 Effect. On termination, access ends and all fees accrued remain payable. If the Customer terminates for UNIVO's uncured material breach, UNIVO refunds the prepaid licence fees for the unused remainder of the current term, pro rata. Subject to Section 16.3, this refund is the Customer's sole and exclusive monetary remedy for that breach.

8.4 Data export and deletion. The Customer may export its Customer Data with the self-serve export tool for 30 days after termination. UNIVO then deletes Customer Data from live systems and, within a further 30 days, from backups, unless the law requires retention. Export assistance beyond the self-serve tool is charged at UNIVO's standard rates.

9.1 Wellbeing Signals are probabilistic outputs generated from limited data. They are decision support only. They are not assessments, diagnoses, clinical opinions or predictions about any person, and they may be wrong, late or absent.

9.2 The Customer retains sole responsibility for every welfare, pastoral, academic, disciplinary, safeguarding and emergency decision, for its own duty of care to its students and staff, and for deciding whether and how to act on any Wellbeing Signal.

9.3 UNIVO undertakes no duty to monitor Authorised Users, review Wellbeing Signals, escalate, notify any person or authority, or intervene. Wellbeing Signals do not replace counseling, medical or emergency services.

9.4 Subject to Section 16.3, UNIVO is not liable for any Wellbeing Signal that is missed, false, delayed or not acted upon.

9.5 The Customer must not use a Wellbeing Signal as the sole basis for any disciplinary, admission, grading, financial aid or employment decision, and must inform staff who can see Wellbeing Signals of this Section.

Flamo output is machine-generated and may be inaccurate, incomplete or inappropriate. It is not academic, psychological, medical, legal or career advice. The Customer must ensure that a qualified person reviews Flamo output before relying on it for any decision, including grading and academic integrity findings.

Employer Customers may view only the profile and portfolio items that a Student User has personally opted in to share with employers, and only while that opt-in remains active. Employers may use them only for recruitment and must not resell, scrape, bulk-export or share them, build databases from them, or contact students for any other purpose. Employers act as independent controllers of data they receive and indemnify UNIVO for any misuse. UNIVO is a technology platform. It is not a recruitment agency, employment intermediary or employer of record, and it does not guarantee hires, candidate quality or the accuracy of student-provided information. Employer fees are annual, prepaid and non-refundable except under Section 8.3.

Each party keeps the other's confidential information confidential, uses it only to perform the agreement and discloses it only to personnel and advisers bound by equivalent duties, or where legally compelled. Public, already known, independently developed or lawfully received information is excluded. These duties last three years after termination, and indefinitely for personal data.

UNIVO owns LMS+, Flamo, its models, software, documentation and all improvements. The Customer owns its content and Customer Data and licenses UNIVO to process them to provide LMS+ under the DPA. The Customer grants UNIVO a perpetual, royalty-free licence to use feedback. UNIVO may create and use de-identified, aggregated data to operate, secure and improve LMS+. Such data cannot identify the Customer or any individual, never includes identifiable wellbeing, mood or journal data, and is never sold, licensed or disclosed to third parties. UNIVO may name the Customer and display its logo as a customer until the Customer opts out by written notice.

UNIVO warrants that LMS+ will perform materially as documented during the Subscription Term. If it does not and UNIVO cannot correct it within 30 days of notice, the Customer may terminate under Section 8.2. UNIVO may modify features provided the core functionality in the Order Form is not materially reduced during the term. Otherwise, to the extent the law permits, LMS+ is provided as is, and UNIVO disclaims all other warranties, including uninterrupted or error-free operation, fitness for purpose, and the accuracy of Flamo output or Wellbeing Signals.

UNIVO may suspend all or part of LMS+, without liability and without reducing fees, for non-payment under Section 7.8, a security threat, a requirement of law, a court or a regulator, or a material breach of Section 6. Suspension is limited to what is necessary, with prior notice where practicable.

16.1 Neither party is liable for indirect or consequential loss, lost profits, lost revenue or loss of goodwill.

16.2 Each party's total liability under each Order Form is limited to the fees actually paid by the Customer in the twelve months before the event giving rise to the claim. For breach of Section 12 or of the DPA, the limit is two times that amount, in aggregate.

16.3 Nothing in these Terms limits or excludes liability for fraud, wilful misconduct or gross fault, liability that cannot lawfully be limited, the Customer's payment obligations, or the Customer's indemnities.

The Customer indemnifies UNIVO, to the extent lawful, against third-party claims arising from its Authorised Users' conduct, its content, Customer Data it had no right to upload, and employer misuse under Section 11. UNIVO indemnifies the Customer against third-party claims that LMS+, as supplied, infringes intellectual property rights, except claims caused by modification, combination with items UNIVO did not supply, or Customer content. UNIVO may modify LMS+, obtain a licence or, failing both, treat the affected Order Form as terminated under Section 8.3. The indemnified party must notify promptly, cede control of the defence and cooperate.

Neither party is liable for failures caused by events beyond its reasonable control, including third-party hosting or network outages, government action, war, epidemic and cyberattacks not caused by inadequate security. Payment obligations are not excused. After 60 days, either party may terminate the affected Order Form, and UNIVO refunds prepaid licence fees for the unused remainder, pro rata.

Where the Customer is a Public Entity and a signed procurement contract, tender condition or mandatory rule under Egyptian Public Contracts Law No. 182 of 2018 or the Saudi Government Tenders and Procurement Law conflicts with these Terms, the signed contract or mandatory rule governs on that point only. All other provisions of these Terms continue to apply. These Terms never override a signed government procurement contract.

Egypt. Egyptian law applies. Disputes are finally resolved by arbitration under the Rules of the Cairo Regional Centre for International Commercial Arbitration (CRCICA), seated in Cairo, in Arabic. For a Public Entity, arbitration applies only if the approval required by Article 1 of Arbitration Law No. 27 of 1994 is obtained in writing before signature; otherwise the competent Egyptian courts decide.

Saudi Arabia. Saudi law applies. Disputes are finally resolved by arbitration under the Rules of the Saudi Center for Commercial Arbitration (SCCA), seated in Riyadh, in Arabic. For a government body, arbitration applies only if the approvals required by the Arbitration Law and the Government Tenders and Procurement Law are obtained; otherwise the Board of Grievances decides.

Notices go to the addresses in the Order Form, and to UNIVO at support@univo.now. UNIVO may assign to an affiliate or successor on notice; the Customer may assign only with UNIVO's written consent. UNIVO may subcontract, including to the hosting and AI model providers on its sub-processor list, and remains responsible for them. These Terms, the Order Form and the DPA are the entire agreement. The Arabic version prevails over the English in the event of conflict.