Updated December 2023<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Terms<\/b>. Unless otherwise expressly agreed in writing by Education Perfect Limited (NZCN 6584033) (Education Perfect<\/b>), the terms and conditions set out in this document (Terms<\/b>) apply to all subscriptions by a customer (Customer<\/b>) to use Education Perfect\u2019s online learning platform, software and related components, products and services including all competitions operated by Education Perfect (Online Learning Tool<\/b>). By accessing and using the Online Learning Tool, or providing it to other persons, including teachers\/trainers, students\/learners and parents (Users<\/b>), to use in accordance with these Terms, the Customer agrees to comply with these Terms and to ensure that each User complies with these Terms (to the extent applicable) and any additional terms set out in the subscription form agreed with the Customer (Subscription Form<\/b>). These Terms and the Subscription Form are legally binding on the Customer.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
The Customer may agree to subscribe to the Online Learning Tool by completing and submitting a Subscription Form, in the prescribed form and on the terms approved by Education Perfect. Each validly completed and executed Subscription Form sent by a Customer to Education Perfect will constitute an offer which will be capable of acceptance by Education Perfect upon written confirmation to the Customer or upon Education Perfect providing the Customer with access to the Online Learning Tool. Education Perfect may make available an online portal for Customers to submit an online Subscription Form which will also be subject to these Terms and where applicable, the Data Processing Addendum. Education Perfect may in its sole discretion accept or decline a Subscription Form in whole or in part.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Subscription Period<\/b>. Unless otherwise agreed in writing by Education Perfect, the subscription period will be the period set out in the Subscription Form (Subscription Period), typically on an annual basis. If no Subscription Period is stated in a Subscription Form, a Customer will be provided with 12 months\u2019 access to the Online Learning Tool on the terms set out in the Subscription Form, or such other period agreed in writing with Education Perfect.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Renewal<\/b>. The Customer agrees that its subscription to the Online Learning Tool will automatically renew for a further 12 months upon expiry of the Subscription Period. These Terms will continue to apply to any renewed period, provided that the Customer pays Education Perfect the agreed fees in the Subscription Form or as notified in writing to the Customer for the additional term. The Subscription Period will not be automatically renewed if either party gives at least 30 days\u2019 written notice to the other party prior to the expiry of the current Subscription Period.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Price<\/b>. The price payable for a Customer\u2019s subscription to the Online Learning Tool (Price<\/b>) will be (i) the price set out in the Subscription Form or otherwise agreed in writing between Education Perfect and the Customer; or (ii) in the absence of agreement, Education Perfect\u2019s standard prices applicable at the time the relevant Subscription Form is accepted by Education Perfect.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Payment<\/b>. The Price will be payable by the Customer: (i) on or before the date(s) agreed in writing between Education Perfect and the Customer, in the manner specified by Education Perfect; or (ii) in the absence of agreement, 30 days from the date of invoice (Due Date<\/b>). Unless expressly stated in writing, all amounts payable to Education Perfect will be exclusive of goods and services tax (GST<\/b>).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Additional Users.<\/strong>\u00a0In the event that the Customer enrols a greater number of Users than is set out in the Subscription Form, this will be deemed a variation to the Subscription Form and Education Perfect will issue the Customer with an invoice for the additional Users at the Price per User as set out in the Subscription Form.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Termination of or\u00a0<\/b>Changes to Subscription Plan and\/or Pricing.<\/b>\u00a0We reserve the right to change our subscription plans\u00a0(being at our option a subscription plan which is part of the Online Learning Tool or the whole Online Learning Tool as shall be detailed in our notice to you (\u201cSubscription Plan<\/b>\u201d)\u00a0and price of our service upon written notice to the Customer in once or two circumstances in our sole discretion\u00a0 (a) within a reasonable timeframe of contract renewal. (Change Notice<\/b>)\u00a0 If you have an existing subscription, we will honour the\u00a0sSubscription\u00a0pPlan and pricing applicable to the Customer\u2019s subscription until the current Subscription Period expires, or (b) following renewal and during an existing Subscription Plan we may elect notwithstanding clause 4.4(a)\u00a0or clause 8,\u00a0to serve 30 days notice to terminate an existing Subscription Plan\u00a0(or any part of it as detailed in our written notice) at any time and\u00a0prior to the end of what would have been its Subscription Period,\u00a0but for our notice to terminate.\u00a0Once that notice is served the Subscription Period shall be determined by the period stated in the notice and any reference to Subscription Period in the Subscription Form or otherwise these Terms shall be construed accordingly.\u00a0\u00a0If we exercise the right to terminate according to this clause 4.4(b) then you must ensure and are solely responsible for downloading any Customer Generated Materials or other data or materials which are expressly\u00a0 available to you to download if you require them in relation to the Subscription Plan which you need and which is being terminated, prior to the notified end of that Subscription Plan and once the Subscription Period has ended we can not be held responsible for retrieving any such Customer Generated Materials or other data or materials for you .\u00a0 We may choose to give you more than 30 days notice or at our discretion to allow you a longer period of time to use that Subscription Plan, as will be stated in any notice sent to you. If we exercise our rights under clause 4.4(b) then the provisions of clause 4.7 shall apply in respect of any of the Price that you have paid in advance calculated from the date that we state in the notice that the Subscription Plan ends to what would have been the end of that current Subscription Plan had we not ended it earlier.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Customer Response<\/b>\u00a0to a Change Notice<\/b>.<\/b>\u00a0Upon receiving any Change Notice, the Customer may choose to accept the new pricing or cancel the subscription in accordance with the contract\u2019s termination\/cancellation provisions set out in clause 3.1. If a cancellation notice is not received in accordance with clause 3.1, the Customer shall be deemed to have accepted the terms specified in the Change Notice.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Failure to Pay<\/b>. If the Customer fails to pay any amount due to Education Perfect on or before the Due Date, Education Perfect will be entitled to charge interest on any amount overdue for payment by the Customer until payment of that amount is received in full, together with any costs (legal or otherwise) incurred by Education Perfect relating to the payment of the overdue amount. Education Perfect may in its discretion charge interest on any overdue amount at the rate of 2% per calendar month compounded monthly. This provision shall not constitute a waiver of any default and the default interest is not an extension of credit to the Customer.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
No Refund<\/b>\u00a0Except as Stated Herein<\/b>. The Customer will not be entitled to a refund or reduction of the Price if the Customer chooses to cancel its subscription of the Online Learning Tool before the end of the Subscription Period.\u00a0 Where Education Perfect exercises its rights to terminate the Subscription Plan and the Subscription Period under clause 4.4(b), you will be entitled to a pro-rata refund of sums concerning the Price that you have paid to Education Perfect in advance in respect only of the whole or part (as applicable) of the Subscription Plan that Education Perfect has terminated under clause 4.4(b) which pro-rata refund of the Price is calculated as from the date in the notice that Education Perfect gave you as being the end of the Subscription Plan affected and calculated and from that date, to what would have been the remaining period of the then current Subscription Period that you actually have paid for and in respect of the specific Subscription Plan you subscribed for which has been so terminated early. This pro-rata refund is only in respect of sums for the Price we have actually been paid by you in advance for a Subscription Plan we terminate under clause 4.4(b) and which were paid by you prior to us exercising those rights under clause 4.4(b).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Licence<\/b>. Upon receipt of payment of the Price by the Customer, Education Perfect will grant to the Customer a limited, nonexclusive, non-transferable licence to access the Online Learning Tool for the Subscription Period in accordance with these Terms. The Customer may procure access to the Online Learning Tool is made available to such number of Users specified in the Subscription Form, but to no other persons without the prior written consent of Education Perfect. The Customer shall provide all necessary details of Users to Education Perfect for the purpose of enabling access to the Online Learning Tool and will promptly notify Education Perfect when any User account should be disabled (e.g. because a User leaves the school\/organisation or is otherwise no longer permitted to access the Online Learning Tool).<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Intellectual Property.<\/strong><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
The Customer acknowledges that, as between Education Perfect and Customer, Education Perfect owns all of the intellectual property rights (whether registered or unregistered) relating to the Online Learning Tool (Intellectual Property<\/b>) and all rights and title to any development or improvement in the Online Learning Tool or the Intellectual Property (Developed IP<\/b>). The Customer acknowledges that it will not at any time acquire any right, title or interest in any kind in the Intellectual Property or the Developed IP relating to the Online Learning Tool.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Where the Customer generates or uploads new content on the Online Learning Tool (Customer Generated Content<\/b>), the Customer retains the ownership in the intellectual property that is generated. By posting or otherwise providing Customer Generated Content to or through the Online Learning Tool, the Customer grants Education Perfect a non\u2010exclusive, royalty\u2010free, transferable, irrevocable, perpetual (or if not permitted under applicable laws, for the term of your use of our Services plus twenty (20) years) worldwide license and right to use, display and otherwise make available such Customer Generated Content on the Online Learning Tool for the purpose of providing the Online Learning Tool. Where the Customer has also chosen to share such Customer Generated Content with other users of the Online Learning Tool, the Customer grants Education Perfect, and any other such users with whom Customer Generated Content is shared, a non\u2010exclusive, royalty\u2010free, transferable, irrevocable, perpetual (or if not permitted under applicable laws, for the term of your use of our Services plus twenty (20) years) worldwide license and right to use, display, publicly perform, reproduce, distribute, publish, modify, adapt, translate, create derivative works of, make available and sublicense and otherwise use and exploit such Customer Generated Content. The Customer represents and warrants that it owns and controls all of the rights to the Customer Generated Content, and has the lawful right to post the Customer Generated Content on the Online Learning Tool and otherwise provide Education Perfect with the Customer Generated Content.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Aside from the rights specifically granted in these Terms, the Customer retains ownership of all Intellectual Property Rights in your Customer Generated Content. Where applicable and permitted under applicable law, the Customer also agrees to waive any \u201cmoral rights\u201d (or the equivalent under applicable law) such as the Customer\u2019s right to be identified as the author of any Customer Generated Content, and your right to object to derogatory treatment of such Customer Generated Content.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Use of Results.<\/strong>\u00a0The Customer agrees that Education Perfect may use the results of User tests, exams and other assessments conducted via the Online Learning Tool for research and development and other reasonable commercial purposes, on a fully anonymized and de-identified basis such that the materials no longer contain personal data. Education Perfect will comply with applicable privacy laws and the\u00a0Privacy Notice<\/a>\u00a0in connection with the use of personal information relating to a User which has been collected from the Online Learning Tool.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Modification of Content.<\/strong>\u00a0The Customer acknowledges that any modification of content in the Online Learning Tool made by the Customer or any User is the responsibility of the Customer and made at its own risk. The Customer agrees to indemnify Education Perfect in full upon demand for any loss or damage incurred by Education Perfect (or its affiliates) as a result of any claim or action commenced in relation to the use of third party information or breach of third party intellectual property rights relating to the use or modification of the Online Learning Tool.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
Suspension of Access.<\/strong>\u00a0If Education Perfect believes in its sole opinion that the Online Learning Tool is at risk or subject to damage for any reason, including (without limitation) due to the manner of its use by a Customer or any external event impacting the security of the Online Learning Tool, Education Perfect may immediately suspend or terminate access to the Online Learning Tool in respect of any or all Customers and Users for such period of time deemed necessary to protect the Online Learning Tool from damage.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t