1. Background
Thank you for visiting our Terms of Use for Zenva Schools (Agreement), we are Zenva Pty Ltd ACN 606 402 199 of 138 Juliette Street, Greenslopes, QLD, 4120 (ZPL, we, our, us and other similar terms). We provide an eLearning platform for schools which provides teachers and students with educational content in coding and game creation known as Zenva Schools (Zenva Schools).
This Agreement outlines the terms and conditions associated with your use of Zenva Schools. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at https://schools.zenva.com/terms (Website).
2. Agreement
2.1 Accepting this Agreement
This Agreement sets out the terms and conditions which apply to Schools and Education Institutes.
By creating a Zenva Schools Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Zenva Schools.
We are under no obligation to accept the creation of any new Accounts, and may reject your Account and immediately terminate this Agreement if you are not a School, Tafe or university or other education provider who did not seek prior approval from us.
If this Agreement is accepted on behalf of a school or a person’s employer, the person setting up the account warrants they have all right and authority to bind that school or employer to the terms of this Agreement.
2.2 About this Agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 17.1. They aid to clarify the terms and conditions. Please feel free to email us at [email protected] if you have any questions.
3. Term
3.1 Subscription Period
This Agreement will commence when you create an Account for Zenva Schools and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 14.
3.2 Automatic renewal
If this Agreement is not terminated in accordance with clause 14, at least 28 days prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.
4. Licence
4.1 Licence
We grant you a non-transferrable, non-exclusive and revocable licence to access Zenva for the Subscription Period, subject to the terms and conditions of this Agreement.
The Licence we provide to you authorises you to make available Student Accounts to students who are enrolled in your School or Education Institute.
4.2 Licence Conditions
The grant of the licence to access Zenva Schools in clause 4.1 is subject to and conditional upon you purchasing, and maintaining a subscription to, one of our Subscription Packages.
Where a limit on the Student Accounts available under your Subscription Package is provided, you must not create more than the authorised limit of active Student Accounts.
4.3 Our right to suspend
We reserve the right to limit or suspend your licence to access Zenva Schools and any Student Accounts if you fail to pay the Subscription Fee, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your Account and any Student Accounts will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.
5. Payment
We will provide you with a tax invoice for any Subscription Fee, which must be paid in accordance with the Payment Terms.
Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
You are solely responsible for providing evidence of being tax exempt, which in our sole discretion is deemed acceptable, before any supply is provided on a tax exempt basis.
6. Requirements for use
6.1 Access
You acknowledge and agree Zenva Schools will only be accessible using the internet, by users with a valid Account or Student Account and will not be available “locally” from your own servers or devices.
6.2 Support
Support for Zenva Schools is provided in accordance with the support arrangements as set out on our Website and may vary from time to time. Support levels may differ between Subscription Packages.
Our helpdesk is contactable via [email protected] and is accessible by Account holders.
We do not provide support directly to Student Account holders. Any enquiries relating to Student Accounts must be relayed via the School or the Education Institute.
6.3 Zenva Schools outages and system maintenance
If it is necessary to interrupt your use of Zenva Schools, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Zenva Schools will be unavailable.
You acknowledge access to Zenva Schools may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to Zenva Schools which may change the interface and manner in which it functions.
You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.
7. Your use of Zenva Schools
7.1 Registering an Account
In order to use Zenva Schools, you are required to provide us with Personal Information and create an Account with us.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.
We reserve the right to reject any new Account in our absolute discretion.
7.2 Account security
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Zenva Schools secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your School or Education Institute. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account or your Student Accounts which occur via Zenva Schools, whether such activities are authorised by you or not.
7.3 Lawful use of Zenva Schools
You undertake not to upload, store or access any data on Zenva Schools if such access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
7.4 Conduct which is expressly prohibited
You may only acquire and make use of Zenva Schools for the sole purpose of meeting your internal business needs. You must not use or include any part of Zenva Schools in any service bureau or fee generating service offered to third parties
You must not, and you must ensure users of Student Accounts do not:
(a) in any way tamper with, hinder or modify Zenva Schools;
(b) use Zenva Schools directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
(c) knowingly transmit any viruses or other disabling features to or via Zenva Schools;
(d) use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from Zenva Schools or our Website except to the extent necessary to create course material used in the provision of education to students with an active Student Account;
(e) intentionally disable or circumvent any protection or disabling mechanism of Zenva Schools;
(f) install or store any software applications, code or scripts on or through Zenva Schools other than as anticipated by the Zenva Schools courses;
(g) use Zenva Schools in any way which could be reasonably expected to interfere with or damage our systems, any other operator’s systems, or another user’s enjoyment of Zenva Schools;
(h) use Zenva Schools in connection with a breach of any law in Australia or the jurisdiction in which you operate; or
(i) attempt, facilitate or assist another person to do any of the above acts.
8. Privacy
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
The parties acknowledge and agree they will notify the other party of any unauthorised access, use, modification, disclosure or other misuse of any Personal Information collected or accessed in connection with this Agreement as soon as practicable after becoming aware of such activity and provide reasonable assistance to the other party in the investigation, assessment and containment of any data breach associated with this Agreement.
9. Confidentiality
A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information.
Notwithstanding any other provision of this clause 9, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.
Each party will take all reasonable steps to ensure that its employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party’s Confidential Information.
A party will not be in breach of this clause 9 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
10. Intellectual Property
We warrant we own or have a licence to use the Intellectual Property in Zenva Schools.
If you provide us with content, including, without limitation, text, photos, images, audio, video, code and any other materials (User Content). Your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with Zenva Schools), communicate, publish, display and distribute User Content for the purposes of providing Zenva Schools to you.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within Zenva Schools.
While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of Zenva Schools in any way;
(b) use Zenva Schools in a manner which may infringe any other persons Intellectual Property;
(c) incorporate all or part of Zenva Schools in any other webpage, site, application or other digital or non-digital format; or
(d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Zenva Schools other than that that which is provided in the course content and only then for the purpose of teaching students who have an active Student Account.
11. Warranties
We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that Zenva Schools is fault free, regarding Zenva Schools’ fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Zenva Schools including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
By creating an Account, you warrant that you are a School or Education Institute as defined at clause 17.
12. Limitation of Liability
12.1 Implied Conditions
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
12.2 Limitation of Liability
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a) Zenva Schools being inaccessible for any reason;
(b) incorrect or corrupt data, lost data, or any inputs or outputs of Zenva Schools;
(c) computer virus, trojan and other malware in connection with Zenva Schools;
(d) security vulnerabilities in Zenva Schools or any breach of security that results in unauthorised access to, or corruption of data;
(e) negligence arising from our activities or that of our service providers;
(f) any unauthorised activity in relation to Zenva Schools;
(g) the occurrence of an Event of Force Majeure;
(h) your breach of this Agreement; or
(i) any act or omission by you, your personnel, your associates, your students or any related body corporate in relation to this Agreement.
12.3 Limits to liability associated with goods and services
Where a Non-excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to:
(a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
(b) in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
12.4 Indemnity
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of Zenva Schools, including any costs arising from your breach of this Agreement, your infringement of any third party Intellectual Property rights associated with this Agreement, any harm to, claim or action by a third party (including to that third party’s personal property) which arise directly or indirectly from your use of Zenva Schools and your breach of any law.
13. Dispute Resolution
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing, either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 13. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 13 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
14. Termination
14.1 Termination notice
You may terminate this Agreement by sending a Cancellation Notice to [email protected]
14.2 Termination for convenience
Either party may terminate this Agreement by providing the other party notice in writing. Termination will take effect, at the end of the:
(a) then current Subscription Period, if the notice is provided at least 28 days prior to the Renewal Date, or
(b) following Subscription Period, if the notice is provided within 28 days prior to the Renewal Date.
14.3 Termination for cause
Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.
14.4 Actions upon termination
Upon termination
(a) you must immediately stop using Zenva Schools;
(b) you must immediately delete from any teaching material you have developed, any content which incorporates any part of Zenva Schools including screenshots, code or code snippets;
(c) we reserve the right to permanently erase any data associated with your Account;
(d) you will no longer have access to your Account; and
(e) students will no longer have access to their Student Accounts.
15. Special Conditions
This Agreement may contain Special Conditions as set out in a Subscription Package. Special Conditions operate as terms in addition to terms contained in this Agreement. If there is any inconsistency between any Special Condition and any other term contained in this Agreement the effect of the Special Condition prevails over any inconsistent term to the extent of that inconsistency.
16. General
Assignment – We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.
Entire Agreement – This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
Governing law – The laws of Queensland and the Commonwealth of Australia govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.
Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.
Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability – Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement – We may vary this agreement by giving 42 days written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 14.1.
17. Definitions and interpretation
17.1 Definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or Zenva Schools Account means the username and access credentials used to access Zenva Schools.
Agreement means these terms and conditions and any document incorporated into them by reference.
Cancellation Notice means a notice sent by either party, in accordance with clause 14, requesting the termination of this Agreement.
Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, policies, practices, clientele, students, business strategies, Intellectual Property rights, the system operations associated with Zenva Schools and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.
Education Institute means an organisation which provides ,including schools, Tafe and universities and other education institutes who have obtained prior approval from us.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Payment Terms mean, unless otherwise agreed in writing, the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Package selected.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website at https://academy.zenva.com/privacy-policy/ as amended by us from time to time.
Renewal Date means a date one day after the end of the then current Subscription Period.
School means an organisation which provides face to face learning, including schools, a Tafe and universities.
Special Condition takes its meaning from clause 15 and are set out in a Subscription Package if they exist.
Student Account means an account to Zenva Schools which you grant to a student enrolled at your School or Education Institute.
Subscription Fee means the monthly price for the Zenva Schools Subscription Package as set out in the Subscription Package.
Subscription Package means one of the Subscription Packages advertised on our Website from time to time or any document in writing which sets out the contents of the Subscription Package, Subscription Period, Subscription Fees, Payment Terms and any Special Conditions.
Subscription Period means the period of time during which Zenva Schools will be made available to you as set out in the Subscription Package.
You or your means the person or entity subscribing to Zenva Schools.
Us, we or our means Zenva Pty Ltd ACN 606 402 199.
Website means the website located at https://schools.zenva.com/ and any of its subdomains.
17.2 Interpretation
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
(a) a reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party;
(b) any reference to a trustee includes any substituted or additional trustee;
(c) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
(d) “including”, “includes” or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
(e) where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
(f) headings are for convenience and will not affect interpretation;
(g) words in the singular will be taken to include the plural and also the opposite;
(h) when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body;
(i) a reference to a party’s conduct includes omissions as well as acts; and
(j) if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute.