Materact is an educational technology platform that transforms the way mathematics is taught by offering each student the experience of a private tutor powered by artificial intelligence. Our mission is to revolutionise mathematics education and support the academic success of millions of students through a personalised, accessible, and effective learning experience.
Materact integrates an interactive digital whiteboard that recognises handwriting and understands mathematical language, alongside a system for automatic step-by-step corrections, real-time doubt resolution, and tailored recommendations. Teachers benefit from a virtual assistant that enables them to assign tasks, receive automated homework corrections, analyse student performance, and manage their teaching more efficiently. By bridging classroom instruction with at-home learning, Materact ensures seamless and effective educational continuity. Offered on a per-user subscription basis, it aligns with university entrance exam curricula, providing a unique solution for mathematics education.
This document together with the documents mentioned herein establishes the terms and conditions (the "Terms and Conditions") by which "we", Naiguru, S.L. (with CIF B19933431, domiciled at C/ Hoyos del Espino, 6, Madrid, CP 28035 and registered in the Registry of Madrid – Volume 35055, IRUS 1000426368888, Electronic Folio Entry 1 with sheet M-829877) as PROVIDER, we will provide the school ("you" or the “School”), as our CLIENT, with the e-learning services (the "Services") of the Materact platform (the "Platform"). The Terms and Conditions are divided into: (1) this introduction, (2) subscription to the Services, and (3) the Terms of Services, which include the terms by which we will access your personal data (Engagement Agreement).
References to "Authorised User" throughout the Terms and Conditions refer to any user (teacher or student) that you have authorised to access and make use of the Platform.
Before giving you access to the Platform, you must indicate the Service plan you wish to contract and that you agree on the terms and rates of this plan (the "Subscription"). Once the Subscription has been formalised, you will be able to access the Platform.
We are the sole owner of the Platform, and we grant you a license to use the Platform for the number of Authorised Users set forth in the Subscription (the "License"). The modification of the number of Authorised Users may be agreed through the means stablished in the Subscription.
The License is granted on a non-exclusive and non-transferable basis, for the territory where you operate and for the entire duration of the Subscription.
We undertake to provide the Services with appropriate professionalism, confidentiality and good faith; and complying with the Terms and Conditions and with all obligations, requirements and deadlines specified therein.
We will perform all activities necessary for the provision of the Services at our sole risk and responsibility and will be responsible for the performance of the Services in accordance with the Terms and Conditions.
We will inform you as soon as possible of any circumstances that may affect the Services and/or impact their availability or delivery.
To ensure that the Services are properly provided, you will cooperate with us at all times and provide us with all documentation necessary for the provision of the Services upon request. You are responsible for the truthfulness and accuracy of the information you provide to us. We will not be liable for any loss or damage arising from the use of such information.
In order for us to provide the Services to you and comply with these Terms and Conditions, you will obtain and maintain in good standing all necessary licenses, consents, authorisations, and permissions. In addition, you will comply with all the regulations applicable to your activity, ensuring that you have adequate contracts and authorisations in force with the teaching staff, students, and, where appropriate, their parents or legal guardians. You will be responsible for properly managing your relationship with them and will hold us harmless against any claims by third parties for breach of these obligations. You will provide us with documentation demonstrating compliance with this paragraph when we request it to comply with our legal obligations and/or defend our rights.
You will select Authorised Users at your own risk and responsibility; and you will communicate them to us in time so that we can give you access to the Platform. We will not be responsible for the identity verification of Authorised Users.
To ensure optimal performance of the Platform, it is recommended that students use tablets with resolutions between 1024x768 and 1366x1024, while teachers should use desktop computers. We cannot guarantee optimal performance outside of these recommendations. You will need to make sure that your devices are free of viruses and are in good condition. We strive to ensure accessibility to the Platform, but we do not guarantee the absence of interruptions or errors. We will not be liable for damage caused by telecommunications failures. We do not control the absence of viruses and are not responsible for any damage caused by them.
You shall ensure that Authorised Users make proper use of the Platform. You will be responsible for any improper use of the Platform by Authorised Users, and in particular:
The Services available through the Platform provide results powered by artificial intelligence systems (the "Results").
You and your teachers are responsible for verifying and validating the Results before making any decisions based on them. To the extent permitted by law, we are not responsible for your use of the Results, or for any consequences that may result, from any decisions you make or actions taken from the Results.
The duration of the Services will be set out in the Subscription ("Subscription Term"). Upon expiry of the Subscription Term, it will automatically renew for the time specified in the Subscription ("Renewal Term"), unless you or we cancel the Subscription by sending a written notice at least thirty (30) calendar days prior to the end date of the applicable term. If you unilaterally cancel the Subscription, you must promptly pay all outstanding payments.
At any time, by mutual agreement and prior written disclosure, the provision of the Services may be terminated by cancelling the Subscription.
If any of us breaches any of the obligations contained in the Terms and Conditions, the breaching party will be offered a term of ten (10) working days to remedy it, unless another Term is agreed; without this enabling them to stop paying the agreed rates for the Services. If the breach is not cured within that term, the non-defaulting Party may cancel the Subscription.
Cancellation of the Subscription will imply the automatic closure of the Platform and the cessation of the Services.
The fees for the Services will be those set forth in the Subscription and will be billed as provided in the Subscription. They will not be subject to compensation and/or adjustment for other existing payment obligations. The price will be updated at the beginning of each Renewal Term, taking into account the Consumer Price Index (CPI) of the previous twelve (12) months.
The rates established in the Subscription are fixed price, except for variations in the CPI. However, we can review the rates. In that case, we will notify you two (2) months in advance of the Subscription renewal date. If within thirty (30) days of notification you do not communicate otherwise, we will understand that you accept the variations. If you tell us that you do not accept the review, you may cancel the Subscription without penalty.
Under our own responsibility and sole discretion, we may contract with certain third parties necessary for the provision of the Services. If there is subcontracting, we will be liable to you for the actions of the subcontracted company and/or its personnel.
Confidential information (the "Confidential Information") is considered to be all information that has been communicated and/or generated between us within the framework of the provision of the Services, as well as, by way of example and not limitation, non-public information, including that which, with the intention of being so, has not yet been disseminated for any reason.
Confidential Information may not be disclosed, transmitted, disclosed, communicated, or leaked except with the express written authorisation of the owner of the Confidential Information; and must adopt measures to prevent unauthorised third parties from accessing the Confidential Information and to limit access to the Confidential Information to its own employees and/or subcontractors who need to have it for the provision of the Services, transferring to them the same or no less rigorous obligation of confidentiality. This obligation will subsist both during the Subscription and Renewal Terms, and after their cancellation, until such information becomes public domain or, for other reasons, ceases to be considered confidential.
A breach of the duty of confidentiality that is effectively proven will allow the non-breaching party to cancel the Subscription.
The intellectual property rights that correspond to each party must be respected at all times and their infringement by third parties in the activities related to the Services must be avoided. In addition, these rights shall not hinder or prevent the use of the Services.
Total or partial reproduction of the Platform and/or the Services is prohibited; and of all its content, both registered and unregistered. We are the exclusive owners of the Platform and you must refer to us as the owners of the Platform in all communications that are related to the Services.
You will allow us to quote your name and the nature of the Services we provide to you under these Terms and Conditions to other clients or prospective clients, as an indication of our experience.
Any data processing carried out within the framework of the provision of the Services must comply with the applicable personal data protection regulations. Such us, where applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and the free circulation of this data ("GDPR") or Federal Decree-Law No. 45/2021 On the Protection of Personal Data, together with any supporting regulations or decisions (“UAE DP Law”).
In order to provide you with the Services we need to process personal data of the Authorised Users for which you are responsible. In such cases we will act as a processor, and you will act as a controller. We undertake to follow your instructions at all times in accordance with the following data processing agreement ("Data Processing Agreement").
You will guarantee that the collection and processing of personal data carried out by you has been carried out in full compliance with the regulations on the protection of personal data (such as the GDPR or UAE DP Law) and other relevant provisions. Likewise, you will guarantee that you have obtained, where necessary, the consent of all those affected for the processing of data subject to the Services, expressly exempting us from any liability arising from such non-compliance.
We, as the DATA PROCESSOR, will comply with the following obligations:
You, as the DATA CONTROLLER, will comply with the following obligations:
Due to the nature of the Services, you authorise us to subcontract and/or formalise the appropriate data processing agreements with third parties in order to be able to perform tasks related to the provision of the Services. We guarantee that the international transfers of personal data that we make will be carried out in an appropriate manner in accordance with the applicable data protection regulations. We assume the responsibility derived from these international transfers and their lack of compliance with the applicable regulations, keeping you harmless.
We may process the data of Authorised Users, as data controllers, for our own purposes in order to manage, improve and control the operation of the Platform, as well as any other purpose(s) for which we may have a valid legal basis under the applicable data protection laws.
In this case, we will be solely responsible for complying with the obligations established in the applicable personal data protection regulations with respect to these purposes, and we will hold you harmless from any claim derived, directly or indirectly, from such processing.
Without prejudice to the provisions of other provisions of the Terms and Conditions relating to the obligations established in terms of data protection of personal data, all documentation related to the provision of the Services, as well as that established by the applicable legal regulations, whether labour, tax, accounting, prevention of money laundering, data protection, etc., must be kept and safeguarded during the storage and prescription periods that are applicable to them according to said regulations.
Each will be liable for direct damages caused to the other due to actions or omissions constituting a breach of the Terms and Conditions.
You will be solely responsible for:
You will hold us harmless from any claim and/or fine, of any nature arising from and/or related, directly or indirectly, to the provisions of this section.
We will not be liable for any breaches or damages caused by acts or omissions by you or any third party (except for those third parties who have been contracted by you). Likewise, we will not be liable, in any case, for damages that may be classified as indirect damages, caused by force majeure, loss of profit, business, income, customers, data, image, commercial reputation in the market or any other similar damages suffered.
The maximum amount that may be paid by us for any reason whatsoever in respect of any direct damages suffered by you (including, but not limited to, restitution of amounts paid, damages caused to you or third parties and/or actions aimed at mitigating the effects caused) as a result of our acts or omissions and/or those of our subcontractors that may have resulted in a deficient or inadequate operation of the Services, or in breach of the Terms and Conditions, in no event will it exceed the amount we have invoiced you for the Services in the last twelve (12) months.
The Terms and Conditions contain the entirety of what has been agreed between you and us on the subject matter of this Agreement. Each of the documents referred to in the Terms and Conditions, as well as any future updates or additions that may be agreed, shall form an integral part of the Terms and Conditions. Any modifications or additions made will not be retroactive and we will notify you. You can see the last modification at the bottom of these Terms and Conditions. If you do not agree with the modifications made, you must not use or authorise the use of the Platform. In the event of any contradiction between the Terms and Conditions and the Subscription, the provisions of the Subscription shall prevail.
These Terms and Conditions shall be governed by and interpreted in accordance with Spanish law. Any disputes arising from their execution or interpretation shall be subject to the exclusive jurisdiction of the Courts of Madrid.
09/10/2025
