Terms and Conditions

Terms and Conditions

This Agreement is entered into between Hetet School of Māori Art Limited and any of its associated websites (we, us and our) and you, the person purchasing and participating in our online Courses (you and your), together the Parties and each a Party.

BackgroundWe operate a business which provides online courses in traditional Māori arts (Courses), which will be provided to you in accordance with the terms of this Agreement.

1. Acceptance

1
.1. You accept this Agreement by clicking “I accept” or otherwise accepting this Agreement when you sign up to receive the Courses.

2. Accounts

2.1. You must create an account (Account) to access the Courses on our website or application (Platform).

2.2. You must provide basic information when registering for an Account including your contact name and email address and you must choose a username and password.  

2.3. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.

2.4. You are responsible for keeping your Account details and your username and password confidential and  you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

2.5. The Courses offered by us are outlined on our Platform, and subject to change from time to time at our discretion.

3. Courses
3.1. We will provide the Courses in accordance with this Agreement, whether ourselves or through our Personnel.

3.2. Once you have been provided access to the Courses, we will use our best endeavours to make the Courses available at all times.

3.3. We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Courses.  

3.4. While we use reasonable attempts to ensure the accuracy and completeness of the Courses, to the extent permitted by law, we do not warrant the accuracy, completeness or suitability of any of the Courses. The Courses are for general information purposes and your personal use only. 

3.5. There may be materials and equipment required for a Course that you are will be required to purchase in order to proceed with the Course.  

3.6. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform. We will make it clear by notice you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

3.7. At our discretion, we may implement an Affiliate Referral Program (Affiliate Program) where you may benefit from referring new students to our Courses. We will advise you if the Referral Program becomes available.

4. Your Obligations
You agree to:
     (a) comply with this Agreement, our reasonable requests or requirements, and all applicable Laws; and
     (b) provide all assistance, information and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at Law.

5. Course Participation
5.1. You may purchase a Course by paying the course fees outlined on the Platform (Fees) in advance. The Fees are per Course, and cover the length of the selected Course (Billing Cycle).

5.2. To apply to participate in a Course you must complete the application form on our Platform. Prior to starting the Course and after your payment of the Fees, we will provide you with a qualification form and community form (Forms) and (for some courses) arrange for a phone or video call with us (where applicable) to discuss whether the Course you have chosen is the best fit for you. 
If, before as a result of completing the qualification form and before starting the lessons, you decide that the course is not a good fit for you then a full refund of your payment will be made..

5.3. Access to a course is for 12 months from the date of signup, unless otherwise stated

5.4. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

5.5. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third party payment processor to debit your account in accordance with this Agreement and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.

5.6. You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us in connection with the Platform.

5.7. Changes to your Course: If you wish to change your Course (for example, by putting your use of the Course on hold), you must provide notice to us via email, and provide us with at least 48 hours’ notice . If during the period your participation in a Course is on hold, the Fees increase, the increased Fees will apply at the start of your next Billing Cycle. 

5.8. We understand that you may change your mind between acceptance into the Course and the start date and will provide a full refund for Fee prior to the Course commencing. Fees payable for a Course are non-refundable once the Course state date has passed.

5.9. The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and this Agreement.

5.10. We may need to change what is available as part of a Course (for example, the inclusions and exclusions) from time to time. If we change what is available as part of a Course, we will provide you with at least 30 days’ notice of the change. 

6.    Warranties

6.1. You represent, warrant and agree that:

(a) you have full legal capacity, right, authority and power to enter into this Agreement, perform your obligations under it and to carry on your business;

(b) this Agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms;

(c) you will not access the Courses unless you are at least 18 years old; 

(d) you undertake the physical activities set out in the
Courses at your own risk and you are responsible for ensuring you carry out such activities within your own limits (as determined by you);
(e) you will not use the Courses if you are suffering from any illness, disease, injury or other condition that could be a risk to your health or safety;

(f) where you are aware of or become aware of, any physical or medical conditions that prevent you from participating in your chosen Courses, you will not participate in those Courses unless you have received consent from a medical professional to participate in the Courses;

(g) there are no legal restrictions preventing you from entering into this Agreement;  

(h) all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;  

(i) you have not relied on any representations or warranties made by us in relation to the Courses (including as to whether the Courses is or will be fit or suitable for your particular purposes), and you acknowledge that you have agreed to participate in the Courses in reliance on your own investigations and judgement and that you understand the Courses are not an accredited course; 

(j)the Courses are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Courses to third parties without our prior written consent; and

(k)any information, advice, material, work and training (including the Courses) provided by us under this Agreement does not constitute legal, medical, financial or business advice.

Intellectual Property 
7.1 As between the Parties: 
     (a)     we own all Intellectual Property Rights in Our Materials; and 
               nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property         Rights in Our Materials.

7.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.

7.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes of your participation in the Courses. You cannot use, share or modify the Intellectual Property or Course content in any way other than for your own personal use.

7.4 In the use of any Intellectual Property Rights in connection with this Agreement, you must not commit any Intellectual Property Breach.

7.5 This clause 7 will survive termination or expiry of this Agreement. 

8. Confidential Information
8.1.   Subject to clause 8.2, you must: 
      (a) keep confidential; and 
      (b) not use or permit any unauthorised use of, 
all Confidential Information.

8.2.  Clause 8.1 does not apply where:
      (a) the disclosure is required by Law; or
      (b) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 8.1. 

8.3.  To the maximum extent permitted by law, you indemnify, and continue to indemnify, us against all Liability we suffer or incur arising from or as a consequence of a breach of this clause 8.

8.4. This clause 8 will survive the termination or expiry of this Agreement.

9.  New Zealand consumer laws 
9.1. If you are participating in the Courses for personal use:

    (a) Certain legislation, including New Zealand C onsumer Law (NZCL) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Courses which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Consumer Law Rights as a consumer under the NZCL.
    (b) You agree that our Liability for the Courses is governed solely by the NZCL and this Agreement.
    (c). Subject to your Consumer Law Rights, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all materials, work, goods and services (including the Courses) are provided to you without warranties, representations and guarantees of any kind, except where expressly provided in this Agreement.
9.2. If you are participating in the Courses for the purposes of trade, the Parties agree that:
    (a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the Courses or the Agreement; and
    (b) it is fair and reasonable that the Parties are bound by this Agreement, including this clause 9.1.

9.3. This clause 9 will survive the termination or expiry of this Agreement.

10. Exclusions to liability

10.1. Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
     (a) your acts or omissions;
     (b) any use or application of the Courses by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
     (c) any goods, materials or items which do not form part of the Courses (as expressed in this Agreement), or which have not been provided by us;
     (d) any Third Party Inputs;
     (e) the Courses being unavailable, or any delay in us providing the Courses to you, for whatever reason; and/or
      (f) any event outside of our reasonable control.
This clause 10 will survive the termination or expiry of this Agreement.

11. Limitations on liability

11.1. Despite anything to the contrary in this Agreement, to the maximum extent permitted by law:
     (a) we will not be liable for Consequential Loss;
     (b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party; and
     (c) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Courses to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you.

11.2. Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
     (a) your acts or omissions; or
     (b) your use of the Courses.

11.3. This clause 11 will survive the termination or expiry of this Agreement.

12. Termination 

12.1. Your Account and/or participation in a Course will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
     (a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
     (b) the Defaulting Party is unable to pay its debts as they fall due.

12.2. Should we suspect that you are in breach of this Agreement, we may suspend your access to the Platform while we investigate the suspected breach.

12.3. Upon expiry or termination of your Account and/or participation in a Course:
     (a) Where we terminate your Account and/or participation in a Course as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.
     (b) Where termination is due to our breach of this Agreement, we agree to refund you for any prepaid unused Fees on a pro-rata basis.

12.4. Termination of your Account and/or participation in a Course will not affect any rights or liabilities that a Party has accrued under this Agreement.

12.5. This clause will survive the termination or expiry of your Account and/or Participation in a Course.

13. General

13.1. Amendment: This Agreement may only be amended by a written instrument executed by the Parties.

13.2. Assignment: You must not assign or deal with the whole or any part of your rights or obligations under this Agreement without our prior written consent (such consent is not to be unreasonably withheld).

13.3. Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

13.4. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree on how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the President of the New Zealand Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

13.5. Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

13.6. Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter. Without limiting the previous sentence, where you are participating in the Course for the purposes of trade, the Parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the Parties are bound by this clause 13.6.

13.7. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

13.8. Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.

13.9. Governing law: This Agreement is governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand.

13.10. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

13.11. Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

13.12. Privacy: We agree to comply with the legal requirements of the New Zealand Privacy Act 2020 and any other applicable legislation or privacy guidelines.

13.13. Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Courses to you, including on our website or in our promotional material.

13.14. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

13.15. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

14. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the following meanings:

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Business Day means a day on which banks are open for general banking business in New Zealand, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which:
     (a) is disclosed to you in connection with this Agreement at any time and includes;
     (b) is prepared or produced under or in connection with this Agreement at any time;
     (c) relates to our business, assets or affairs; or
     (d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Courses means the Courses that we agree to provide you access to under this Agreement.

Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party, or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.

Intellectual Property means any domain names, know-how, inventions, processes, techniques, trade secrets or Confidential Information, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Breach means any breach by you of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you:
     (a) copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
     (b) creating derivative works from our Intellectual Property;
     (c) providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
     (d) assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of our Intellectual Property Rights, except as expressly permitted in this Agreement;
     (e) reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
     (f) using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Courses.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you in connection with this Agreement or the provision of the Courses, whether before or after the date of this Agreement.

NZCL or New Zealand Consumer Law means the consumer laws applicable in New Zealand, including but not limited to, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, as amended, supplemented or replaced, from time to time.

Our Materials means all work, Course content, content, processes, technologies, materials, information, documentation and Courses that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by New Zealand and international laws.

Personnel means any of our employees, consultants, suppliers, subcontractors or agents.

Third Party Inputs means third parties or any goods and Courses provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Courses may be contingent on, or impacted by.

15. Interpretation

In this Agreement, unless the context otherwise requires:
     (a) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
     (b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
     (c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
     (d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
     (e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
     (f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
     (g) a reference to time is to local time in New Zealand; and
     (h) a reference to $ or dollars refers to the currency of New Zealand from time to time.
This Agreement is entered into between Hetet School of Māori Art Limited and any of its associated websites (we, us and our) and you, the person purchasing and participating in our online Courses (you and your), together the Parties and each a Party.
Background
We operate a business which provides online courses in traditional Māori arts (Courses), which will be provided to you in accordance with the terms of this Agreement.
Acceptance 
You accept this Agreement by clicking “I accept” or otherwise accepting this Agreement when you sign up to receive the Courses.
Accounts
You must create an account (Account) to access the Courses on our website or application (Platform). 
You must provide basic information when registering for an Account including your contact name and email address and you must choose a username and password.  
You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.
You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
The Courses offered by us are outlined on our Platform, and subject to change from time to time at our discretion.
Courses
We will provide the Courses in accordance with this Agreement, whether ourselves or through our Personnel.
Once you have been provided access to the Courses, we will use our best endeavours to make the Courses available at all times.
We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Courses.  
While we use reasonable attempts to ensure the accuracy and completeness of the Courses, to the extent permitted by law, we do not warrant the accuracy, completeness or suitability of any of the Courses. The Courses are for general information purposes and your personal use only. 
There may be materials and equipment required for a Course that you are will be required to purchase in order to proceed with the Course.  
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform. We will make it clear by notice you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links. 
At our discretion, we may implement a Referral Program (Koha Ambassador Program) where you may benefit from referring new students to our Courses. We will advise you if the Referral Program becomes available.
Your Obligations
You agree to:  
comply with this Agreement, our reasonable requests or requirements, and all applicable Laws; and
provide all assistance, information and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at Law.
Course Participation
You may purchase a Course by paying the course fees outlined on the Platform (Fees) in advance. The Fees are per Course, and cover the length of the selected Course (Billing Cycle).
To apply to participate in a Course you must complete the application form on our Platform. Prior to starting the Course and after your payment of the Fees, we will provide you with a qualification form and community form (Forms). If you complete the qualification form and, before you start the course, you decide that the course is not a good fit for you then you can cancel your enrolment in the Course. The Fees paid by you will be refunded in full.
The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third party payment processor to debit your account in accordance with this Agreement and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.
You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us in connection with the Platform.
Changes to your Course: If you wish to change your Course (for example, by putting your use of the Course on hold), you must provide notice to us via email, and provide us with at least 48 hours’ notice . If during the period your participation in a Course is on hold, the Fees increase, the increased Fees will apply at the start of your next Billing Cycle. 
We understand that you may change your mind between acceptance into the Course and the start date and will provide a full refund for Fee prior to the Course commencing. Fees payable for a Course are non-refundable once you have started the course or the course.
The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and this Agreement. 
We may need to change what is available as part of a Course (for example, the inclusions and exclusions) from time to time. If we change what is available as part of a Course, we will provide you with at least 30 days’ notice of the change. 
Warranties
You represent, warrant and agree that:
you have full legal capacity, right, authority and power to enter into this Agreement, perform your obligations under it and to carry on your business;
this Agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms;
you will not access the Courses unless you are at least 18 years old; 
you undertake the physical activities set out in the Courses at your own risk and you are responsible for ensuring you carry out such activities within your own limits (as determined by you);
you will not use the Courses if you are suffering from any illness, disease, injury or other condition that could be a risk to your health or safety; where you are aware of or become aware of, any physical or medical conditions that prevent you from participating in your chosen Courses, you will not participate in those Courses unless you have received consent from a medical professional to participate in the Courses;
there are no legal restrictions preventing you from entering into this Agreement;  all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;  
you have not relied on any representations or warranties made by us in relation to the Courses (including as to whether the Courses is or will be fit or suitable for your particular purposes), and you acknowledge that you have agreed to participate in the Courses in reliance on your own investigations and judgement and that you understand the Courses are not an accredited course; 
the Courses are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Courses to third parties without our prior written consent; and
any information, advice, material, work and training (including the Courses) provided by us under this Agreement does not constitute legal, medical, financial or business advice.

Intellectual Property 
As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.
We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes of your participation in the Courses. You cannot use, share or modify the Intellectual Property or Course content in any way other than for your own personal use.
In the use of any Intellectual Property Rights in connection with this Agreement, you must not commit any Intellectual Property Breach.
This clause 7 will survive termination or expiry of this Agreement. 
Confidential Information
Subject to clause 8.2, you must: keep confidential; and not use or permit any unauthorised use of, 
all Confidential Information.
Clause 8.1 does not apply where:
the disclosure is required by Law; or
the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 8.1. 
To the maximum extent permitted by law, you indemnify, and continue to indemnify, us against all Liability we suffer or incur arising from or as a consequence of a breach of this clause 8.
This clause 8 will survive the termination or expiry of this Agreement.
New Zealand consumer laws 
If participating in the courses for personal Use:
Certain legislation, including New Zealand Consumer Law (NZCL) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Courses which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Consumer Law Rights as a consumer under the NZCL.
You agree that our Liability for the Courses is governed solely by the NZCL and this Agreement.
Subject to your Consumer Law Rights, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all materials, work, goods and services (including the Courses) are provided to you without warranties, representations and guarantees of any kind, except where expressly provided in this Agreement.
If you are participating in the Courses for the purposes of trade (e.g. selling woven items), the Parties agree that: 
to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the Courses or the Agreement; and
it is fair and reasonable that the Parties are bound by this Agreement, including this clause 9.1.
This clause 9 will survive the termination or expiry of this Agreement.
Exclusions to liability
Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:  
your acts or omissions;  
any use or application of the Courses by a person or entity other than you, or other than as reasonably contemplated by this Agreement;  
any goods, materials or items which do not form part of the Courses (as expressed in this Agreement), or which have not been provided by us;  
any Third Party Inputs;
the Courses being unavailable, or any delay in us providing the Courses to you, for whatever reason; and/or
any event outside of our reasonable control.
This clause 10 will survive the termination or expiry of this Agreement.
Limitations on liability
Despite anything to the contrary in this Agreement, to the maximum extent permitted by law:  
we will not be liable for Consequential Loss; 
a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party; and
our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Courses to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you.   
Despite anything to the contrary in this Agreement, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
your acts or omissions; or
your use of the Courses.
This clause 11 will survive the termination or expiry of this Agreement.
Termination 
Your Account and/or participation in a Course will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
the Defaulting Party is unable to pay its debts as they fall due.
Should we suspect that you are in breach of this Agreement, we may suspend your access to the Platform while we investigate the suspected breach. 
Upon expiry or termination of your Account and/or participation in a Course:
Where we terminate your Account and/or participation in a Course as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.
Where termination is due to our breach of this Agreement, we agree to refund you for any prepaid unused Fees on a pro-rata basis. 
Termination of your Account and/or participation in a Course will not affect any rights or liabilities that a Party has accrued under this Agreement.  
This clause will survive the termination or expiry of your Account and/or Participation in a Course.
General 
Amendment: This Agreement may only be amended by a written instrument executed by the Parties.
Assignment: You must not assign or deal with the whole or any part of your rights or obligations under this Agreement without our prior written consent (such consent is not to be unreasonably withheld).
Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument. 
Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree on how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the President of the New Zealand Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter. Without limiting the previous sentence, where you are participating in the Course for the purposes of trade, the Parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the Parties are bound by this clause 13.6.
Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.
Governing law: This Agreement is governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand.  
Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
Privacy: We agree to comply with the legal requirements of the New Zealand Privacy Act 2020 and any other applicable legislation or privacy guidelines.
Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Courses to you, including on our website or in our promotional material.  
Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
Definitions 
In this Agreement, unless the context otherwise requires, capitalised terms have the following meanings:
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them. 
Business Day means a day on which banks are open for general banking business in New Zealand, excluding Saturdays, Sundays and public holidays.
Confidential Information includes information which:
is disclosed to you in connection with this Agreement at any time and includes;
is prepared or produced under or in connection with this Agreement at any time;
relates to our business, assets or affairs; or
relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Courses means the Courses that we agree to provide you access to under this Agreement.
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party, or in respect of which Intellectual Property Rights are acquired by, either Party during the Term. 
Intellectual Property means any domain names, know-how, inventions, processes, techniques, trade secrets or Confidential Information, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Breach means any breach by you of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you: 
copying, altering, enhancing, adapting or modifying any of our Intellectual Property; 
creating derivative works from our Intellectual Property; 
providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party; 
assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of our Intellectual Property Rights, except as expressly permitted in this Agreement;
reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property. 
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Courses.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you in connection with this Agreement or the provision of the Courses, whether before or after the date of this Agreement.
NZCL or New Zealand Consumer Law means the consumer laws applicable in New Zealand, including but not limited to, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, as amended, supplemented or replaced, from time to time.
Our Materials means all work, Course content, content, processes, technologies, materials, information, documentation and Courses that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by New Zealand and international laws.
Personnel means any of our employees, consultants, suppliers, subcontractors or agents.
Third Party Inputs means third parties or any goods and Courses provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Courses may be contingent on, or impacted by. 
Interpretation
In this Agreement, unless the context otherwise requires: 
a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
a reference to time is to local time in New Zealand; and
a reference to $ or dollars refers to the currency of New Zealand from time to time.

Terms and Conditions were updated on Mon 11 December 2023