last updated July 2021
Welcome to LearnPlus – we’re excited to onboard you onto our web app. However, before onboarding, please read these terms carefully. If you can’t agree to our terms, then you can’t enrol or use our online services (including our software). If you still have questions or comments after you have read these terms, please contact us any time here and we’d be more than happy to help.
The following terms have the following meanings:
“Code of Conduct” means the LearnPlus Code of Student Conduct annexed to your Enrolment Contract.
“Customer IP” means any content, materials or information owned by you and submitted to us by you while using the Services and includes any intangible property that is protected by Intellectual Property Rights in your favour.
“Data” means all data (including metadata), information, videos, audio files, text, photographs, written posts and comments, software, scripts, graphics, interactive features, works and materials uploaded to, transmitted through, or stored on, our Services by you, or transmitted by our Services at your instigation.
“Enrolment Contract” means the enrolment contract between you and us in relation to your enrolment in a course provided by us.
“Intellectual Property Rights” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world, whether or not registered.
“LearnPlus” or “we”, “us”, or “our” means Learn Plus Limited, a New Zealand-based entity which proudly owns and operates the LearnPlus software and services.
“Rules” means the LearnPlus Rules and Regulations annexed to your Enrolment Contract.
“Services” means the software or services hosted on https://www.learnplus.ac.nz and related domains and any other services that we provide now or in the future.
“Working Days” has the meaning given to that term in the Companies Act 1993.
“You” or “your” means you and any entity, education provider, institution or association that you’re authorised to represent.
- 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.
- 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.
- 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.
- 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 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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).
- 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: 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.
- No refunds: you will not be entitled to a refund if your Enrolment Contract is terminated in accordance with this clause.
- 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).
- 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.
- 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.
- 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.
- 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.
- Entire agreement: these terms supersede and extinguish all prior agreements, representations, negotiations and understandings between us and constitute the entire agreement between us.
- 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.
- 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.
- Relationship between the parties: nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between us.
- 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.
- 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.
- 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.