LearnPlus Terms

Definitions

Using LearnPlus

1. Using the Services: we grant you the right to use our Services subject to these terms until we terminate your right to use our Services or your access is revoked in accordance with these terms.
2. Your responsibilities: you represent and warrant to us that you have provided true, accurate and complete information to us (and that you will keep such information up to date at all times). You are also responsible for protecting your username and password from getting stolen or misused.
3. What we own: we reserve and retain all Intellectual Property Rights in our Services (unless otherwise stated) excluding any Customer IP. Our Services may not be copied, adapted, published, distributed, disseminated or otherwise commercially dealt with in any manner whatsoever.
4. Rules: by agreeing to use our Services, you agree that you will:
   • never use the Services in a manner which may breach your Enrolment Contract (including the Rules and Code of Student Conduct); access and use our Services on an “as is” basis and at your own risk;
   • remain solely responsible for complying with any usage requirements on third-party websites that we provide links to; use our Services in a manner consistent with our Privacy Policy;
   • remain responsible for ensuring that storage and access to any of your information or Data complies with any laws or regulations;
   • never infringe our Intellectual Property Rights or infringe on any other person’s Intellectual Property Rights;
   • never undermine the security of our software (including introducing or uploading any malicious code or virus) or systems or use our Services in a way that might impair functionality or interfere with other people’s use;
   • never access any part of our Services without permission; and
   • never share any offensive or illegal material or abuse or disrespect any other person including our staff.

Data

5. Your Data: when you submit or upload any Data into our Services, you maintain any existing ownership of, and existing Intellectual Property Rights in, that Data but you grant us a licence to use, copy, transmit, store, analyse and back up all Data you submit to us through our Services (including personal information) to: facilitate your use of the Services, enable us to improve, develop and protect our Services; enable us to create new Services; communicate with you about your use of the Services, and send you relevant information based on your marketing preferences and your use of the Services.
6. Your privacy rights: we respect your privacy. In addition to these terms, our Privacy Policy sets out in detail how we process your personal information. By accepting these terms, you also accept the terms of our Privacy Policy.
7. Your responsibility to keep backup copies of your Data: you are responsible for keeping backup copies of your Data (including Customer IP). We will use all reasonable endeavours to prevent the loss of your Data but we can’t guarantee that the loss of your Data will not occur. We expressly exclude liability for any loss of your Data regardless of how the loss has been caused, however, to the extent possible, we will take all reasonable steps to assist you in recovering your Data.
8. Anonymised Data: we may create anonymised statistical data from your Data and usage of our Services. Once anonymised, we may use it for our own purposes, such as to improve our Services, to develop new services or offerings, to identify trends and for other uses we communicate to you.
9. Data breach notification: where there has been unauthorised access to your personal information, we will let you know and give you information about what has happened.
10. Confidentiality: you may share confidential information with us and you may become aware of confidential information about us. You and we both agree to protect and keep each other’s confidential information from being accessed by unauthorised individuals.

Maintenance & Modifications

11. Availability: we strive to ensure that our Services are available 24 hours a day. We will endeavour to notify you if we need to perform any maintenance on our Services which may result in a period of downtime, although we can’t guarantee that we will notify you in advance.
12. No compensation: we are not legally responsible or liable in any way for any downtime, access issues or loss of your Data (irrespective of the cause).
13. Modifications: we often release new software updates and enhancements to our Services. In some cases we may discontinue features and where this occurs we will endeavour to notify you in advance (but can’t guarantee that we will).

Termination

14. Termination: in the event of any breach of these terms, we may issue you with a written warning. If you continue to breach these terms five Working Days after such notice has been issued to you or your breach is not capable of being remedied, we may revoke your access to use the Services and terminate your Enrolment Contract.
15. No refunds: you will not be entitled to a refund if your Enrolment Contract is terminated in accordance with this clause.
16. Retention of Data: we will retain your Data in accordance with our Privacy Policy in the event that we terminate this Enrolment Contract in accordance with these terms.

Liability and Indemnity

17. Indemnity: You agree that if any party brings a claim or proceedings against us in relation to any Customer IP or the way in which you use our Services, you will indemnify and hold us harmless from and against all damages, losses and expenses of any kind (including reasonable legal fees and costs) arising out of any such claim (except where we are at fault).
18. Disclaimer of warranties: We give no warranty as to the Services and we do not warrant that the Services will satisfy any particular requirements nor that they will be suitable for any particular purpose. All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
19. Limitation of liability: other than liability that we can’t exclude or limit by law, we are under no liability to you or any other person for any breach of these terms, loss or damage, including personal injury or death, sustained at or upon LearnPlus’s premises or in connection with the Services, however caused and whether in respect of any negligent act or omission by LearnPlus, its employees or agents. In the event that we are liable to you at law, our total aggregate liability to you in any circumstance is limited to the total amount you paid us in fees in the last 12 months immediately preceding the date on which the claim giving rise to the liability arose.
20. Exclusion of liability: we have no liability whatsoever arising from your use of our Services in respect of any loss of revenue, loss of goodwill, loss of profit, loss of savings, loss of capital, damage to reputation or loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

General

21. Inconsistency: to the extent that there is any inconsistency between these terms and your Enrolment Contract and the Rules, your Enrolment Contract and the Rules will prevail.
22. Entire agreement: these terms supersede and extinguish all prior agreements, representations, negotiations and understandings between us and constitute the entire agreement between us.
23. Arbitration: you and we agree that we will make good faith efforts to reach a resolution in the event of any dispute. However, if a resolution to any dispute is not reached within 10 Working Days of either of us giving notice of such dispute to the other, you and we agree that all disputes arising under these terms will be finally settled by arbitration at Auckland (NZ) with a single arbitrator under the rules of the New Zealand Arbitration Act 1996, with such decision to be final and binding on the parties. Nothing in this clause restricts us from commencing court proceedings against you at any time.
24. No professional advice: we are not a professional services firm and you must not construe any information that we give you as professional advice. Any reliance you place on any information that we give you is at your own risk.
25. Relationship between the parties: nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between us.
26. Notices: any notice you send to us must be sent to the email address set out in your Enrolment Contract. Any notices we send to you will be sent to the email address you’ve provided us in your Enrolment Contract.
27. Assignment: you may not assign or transfer any rights, benefits or obligations under these terms to any other person without our prior written consent. We may, at any time, assign or transfer any of our rights, benefits or obligations under these terms without needing to obtain your consent to any such assignment or transfer.
28. Governing law: these terms are governed by the laws of New Zealand and each party submits to the exclusive jurisdiction of the New Zealand courts.