Terms and Conditions

GoodSpace Schools Limited - Terms and Conditions

Last updated 16 March 2021

Introduction

This Website ("Website") located at www.goodspaceschools.com is owned by GoodSpace Schools Limited (New Zealand Company Number 9429048912235).

GoodSpace Schools Limited (“GoodSpace Schools”, “We”, “Us” or “Our”) provides this Website and online software platform that enables schools to manage wellbeing (the “Service”).

In these Terms, a reference to You or Your is a reference to a School or a School User of the Service, as applicable.

This Agreement is the complete and exclusive agreement between You and Us with respect to the subject matters hereof (including the Service, Website and Platform) and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matters (including any prior agreements).

Acceptance

Access and use of this Website and Service is subject to the terms and conditions published here and as amended from time to time (Terms). By accessing this Website and using the Platform and Service, you represent that you have read, understood and accepted these Terms and agree to be bound by these terms and conditions for the Website, Platform and Service (this “Agreement”), all applicable laws and regulations as well as our Privacy Policy, and agree that you are responsible for compliance therewith. If you do not agree with any of these terms and conditions, you are prohibited from using or accessing the Website and Service. The materials contained in this Website, Platform and Service are protected by applicable copyright and trademark laws.

These Terms May Change

We may amend these Terms at any time by publishing the amended version on this Website. If we make an amendment that materially changes your rights, we will notify you by email and give you at least 30 days’ notice of any material amendment before it takes effect. When you access and use the website or Service after a modification is posted, you are telling us that you accept the modified Terms.

Interpretation and Definitions

In these Terms, capitalised terms have the meaning given to them in context or as follows:

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on in New Zealand.

“Customer” or “you” refers to the customer entity identified on the Customer Proposal which enters into this Agreement by signing the Customer Proposal to confirm their acceptance of these terms and conditions for the provision of the Service to form this Agreement.

“Customer Data” means all data (including Personal Data and End User data) that is provided to GoodSpace Schools by, or on behalf of, Customer through Customer’s use of the Services, and any data that third parties submit to Customer through the Services.

“Customer Proposal” means a proposal letter provided by GoodSpace Schools to the Customer specifying the applicable commercial terms (including fees payable, initial contract term) and incorporating these terms and conditions relating the provision of the Service.

“End Users” means Customer’s employees, agents, independent contractors, students, and other individuals authorised by Customer to access and use the Services.

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, design rights, trademark, trade secrets, domain names, software, documentation, and other similar rights, whether registered or unregistered.

“Personal Data” means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information that is generated using the Service by End Users.

“Service” means the products and services offered by GoodSpace Schools Limited and ordered by Customer on a Customer Proposal.

“Service Data” means all data (including survey templates, help text, scoring templates but not limited to) that is provided by GoodSpace Schools along with the Service for use by the Customer’s along with the Service.

“Platform” means the online digital software platform, tools and applications owned by, or licensed to GoodSpace Schools, and provided by GoodSpace Schools to the Customer as part of the Services.

In this agreement, the following rules apply to any interpretation of these Terms unless the context requires otherwise:

a reference to a clause or item refers to clauses and items in this Agreement;
a reference to a party to these Terms or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives); and
a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
the singular includes the plural and the opposite also applies;
if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;

mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included;
headings are for convenience only and do not affect interpretation;
a reference to legislation is to that legislation as amended, re-enacted, or replaced, and includes any subordinate legislation.

The Service

Provision of Services

GoodSpace Schools will provide the Services to Customer in accordance with this Customer Proposal and this Agreement.

Changes to the Service

GoodSpace Schools will reserve the right, at any time to make changes and updates to improve the Service.
When making such changes or updates, We will provide the Customer with prior notice via email. If any such change to the Service has any material impact on the Customer’s use of the Service, We will work together to minimise the impact of such change to Customer.
Where a change, modification or upgrade is required to enhance security or address a security issue, We may not always be able to give notice and reserve the right to make such changes immediately to the Service or any part thereof without any notice.

Scheduled and Unscheduled Maintenance

GoodSpace Schools will be required to perform scheduled maintenance activities and, in some situations, unplanned maintenance activities to the Platform.
GoodSpace Schools may limit or suspend the Services from time to time to perform scheduled and unscheduled maintenance. We will use reasonable endeavors to give the Customer reasonable advance notice of any planned scheduled maintenance and unplanned maintenance activities, so that Customer can plan around.
The Customer acknowledges that there may be some situations, such as security emergencies, where it is not practicable for GoodSpace schools to give such advance notice.

Dependence on Third party services

You acknowledge that the Website, Service and Platform is an internet/cloud based digital service and transmits information over public telecommunication networks. We do not give any warranty or make any presentations that the operation of the website and Service will be secure, uninterrupted or error free. You agree that We are not responsible or liable in any way for interruptions to the availability of the Website or Service due to dependance on third-party services, including but not limited to telecommunications services, hosting services and email services.

Errors and Corrections

The materials appearing on the Website and Service could contain typographical, technical, or photographic errors. We do not warrant that any of the materials on the Website or Service is accurate, complete, or current and may make corrections at any time without notice.

Disclaimer

The website and Service is provided “As-is” and as available and We and our suppliers expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of accuracy, merchantability, fitness for a particular purpose, title, quite enjoyment or non-infringement. We and our suppliers make n warranty that the Website or Service: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; (c) will be accurate, reliable, complete, legal or safe.

License and Term

Grant of License

GoodSpace Schools grants you a non-transferable, non-exclusive, revocable, limited license collectively the “License” to use the Website and Service, subject to the terms of this Agreement during the subscription term.
This License may be terminated by GoodSpace Schools at any time or shall automatically terminate if you violate any of the restrictions listed under License Restrictions or terminated in accordance this Agreement.

License Restrictions

The rights granted to you in this Agreement are subject to the following restrictions:

you shall not license or sub license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Service.
you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Website or Service.
you shall not access the Website or Service, to build a similar or competitive service or application.
except as expressly stated herein, no part of the Website or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.

you shall not remove or destroy any copyright notices or other proprietary markings contained on the website or Service.
Any future release, update, or other addition to functionality of the Website or Service shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such addition.
All copyright and other proprietary notices on any Website content must be retained on any copies.

Subscription Term

The initial term of each subscription is specified on the Customer Proposal. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to one year, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current subscription term.

Fees and Payments

Fees

You agree to pay to GoodSpace Schools all applicable fees for the Services specified in each Customer Proposal. Except as otherwise specified in this Agreement or prohibited by applicable law, payment obligations are non-cancelable, and fees paid are not refundable.

Invoicing and Payment Terms

All subscriptions are payable annually in advance. Payment terms applicable will be specified in the Customer proposal. If no payments terms are specified, an invoice will be issued upon receipt of the signed Customer Proposal for the annual subscription, and this will be due for payment on the 20th of the calendar month following the date of invoice.

Taxes

All amounts payable by Customer under this Agreement are exclusive of Goods and Services Tax (GST) or any applicable taxes (“Taxes”) that may arise in connection with Customer’s purchases under this Agreement.
If any such Taxes arise, Customer will pay such Taxes in addition to all other amounts payable under this Agreement.

Currency

All monetary amounts in this Agreement are denominated in the currency stated on the Customer Proposal. If none is specified in the Customer Proposal, then the default invoicing currency is New Zealand dollars. Fee payments by Customer must be received by GoodSpace Schools in the same currency as such fees were billed.

Price Changes

GoodSpace Schools will review and make annual price adjustments to reflect increase in costs associated with delivery of the Service. The annual price adjustments will be undertaken two months before the end of the annual subscription term and will take effect from the first month of the new annual subscription term. GoodSpace Schools will provide 30 days’ notice of any change in fees.

Customer Obligations

Account Security

The Customer is responsible for maintaining the confidentiality of your own passwords and any other credentials used by You and Your End Users to access the Services.  The Customer will use commercially reasonable efforts to prevent unauthorised use of the Services and will terminate any unauthorised use of which it becomes aware. Customer will notify GoodSpace Schools promptly if Customer becomes aware of any unauthorised access to its accounts.

End User Activities

The Customer is responsible for ensuring that its End Users comply with this Agreement. The Customer is responsible for the acts of its End Users and any activity occurring in its End User accounts.

One Individual per Account 

End User accounts and passwords may not be shared and may only be used by one individual per account.

Confidentiality

Definition

“Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) in connection with the use or provision of the Services that is either marked as confidential or would reasonably be considered as confidential under the circumstances.  Customer’s Confidential Information includes Customer Data.  GoodSpace School’s Confidential Information includes the terms of this Agreement and any security information about the Services.  Despite the foregoing, Confidential Information does not include information that:

is or becomes public through no fault of the Recipient;
the Recipient already lawfully knew;
was rightfully given to the Recipient by an unaffiliated third party without restriction on disclosure; or
was independently developed by the Recipient without reference to the Discloser’s Confidential Information.

Confidentiality

The Recipient will:

protect the Discloser’s Confidential Information using commercially reasonable efforts;
use the Discloser’s Confidential Information only as permitted by this Agreement, including to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement; and
not disclose the Discloser’s Confidential Information without the Discloser’s prior consent, except to affiliates, contractors, agents, and professional advisors who need to know it and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to keep it confidential on terms comparable to those under this Section.  The Recipient may disclose the Discloser’s Confidential Information when and to the extent required by law or legal process, but only after the Recipient, if permitted by law, uses reasonable efforts to notify the other party.

Return or Destruction of Confidential Information

Upon the termination or expiration of the Agreement and all Customer Proposals under the Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices.

Data Security

We take the security of the Platform and the privacy of its users very seriously. You agree that:

You will not do anything to prejudice the security or privacy of the Website or Service or of the information on the Website or Service;
You are solely responsible for the security of Your login details for accessing the Service; and
You will notify Us immediately if You become aware of any unauthorised access to the Service.

We will do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards, however You accept that the internet is not a fully secure environment and we cannot accept responsibility for misuse or loss of, or unauthorised access to or disclosure of, information where the security of the information is not within our control. If You provide Us with information via the internet, You do so accepting this risk.

If GoodSpace Schools becomes aware of any unauthorised or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data (“Security Incident”), GoodSpace Schools will promptly, and in any event, as soon as reasonably practicable, notify Customer via email without undue delay.  Such notification shall not be interpreted or construed as an admission of fault or liability by GoodSpace Schools.  GoodSpace Schools will also reasonably cooperate with Customer with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any information reasonably requested by Customer in relation to any Security Incident.

We will perform backups of the data on the Service in a reasonable manner at such times and intervals as are reasonable for Our business purposes.

Suspension of Service

We may terminate, cancel, revoke, or suspend Your License and access to the Service, if You fail to comply with the provisions of this Agreement.

GoodSpace Schools may also take any steps to stop a violation of this Agreement or to prevent material harm to GoodSpace Schools or its customers or as required by applicable law.
GoodSpace Schools will use commercially reasonable efforts to narrow the scope and duration of the limitation or suspension as is needed to resolve the issue that prompted such action.
GoodSpace Schools will use reasonable endeavors to give Customer reasonable advance notice of any limitation or suspension so that Customer can plan around it or address the issue that has prompted GoodSpace Schools to take such action. There may be some situations, such as security emergencies, where it is not practicable for GoodSpace Schools to give such advance notice.

Intellectual property

Except as expressly provided in this Agreement, no ownership is transferred in, or other rights granted to the other party in, the Intellectual Property of a party. For clarity:

(a) both You and We and any third party licensors (as the case may be) own and retain all of its Intellectual Property existing prior to the Subscription Period or which is developed independently of the Agreement between the parties (Pre-existing IPR), and any developments, updates or modifications to Pre-existing IPR;

(b) We own and retain all rights (including Intellectual Property) in and to the Service and Service Data; and
(c) You own and retain all rights (including Intellectual Property) in and to any data that You upload to or transmit via, the Service.

Any:

(a) Intellectual Property developed by Us under or in connection with this Agreement; or
(b) changes, additions or improvements to the Service, or Service Data, immediately and directly vests in Us upon its creation and will form part of Our Intellectual Property, unless otherwise agreed in writing between the parties. You otherwise acknowledge and agree that You have no ownership rights, title or interest in or to Our Intellectual Property and must not dispute Our ownership of the same. You must do all acts and things necessary to give effect to this clause.

You grant Us a non-transferable, non-exclusive and royalty free licence to:

(a) store and otherwise use, copy or modify any data or material provided by You to Us for the purpose of Our providing you with our services and enabling You and the End Users to access and use the Service; and
(b) store and otherwise use, copy or modify any data created by End Users in a de-identified form for the purpose of research, service design, service monitoring and making improvements to the Service; and
(c) use Your name, logos or other branding information or media (in any form) for the purpose of promoting or marketing the Service on our Website and marketing materials.

Liability

Consequential Damages Waiver

To the extent permitted by applicable law, in no event will either party be liable under or in connection with this Agreement for

any indirect or consequential loss, cost, expense, claim or any special, incidental, punitive or exemplary damages incurred or suffered, under any theory of law, including tort.

the loss of revenue, loss of profit, loss of opportunity, loss of business (in each case whether direct or indirect) even if such loss was reasonably foreseeable or the first party had been advised of the possibility of the other party incurring such loss.
the corruption or loss of data, even if such loss was reasonably foreseeable or the first party had been advised of the possibility of the other party incurring such loss.

Limitation of Liability

To the extent permitted by applicable law, and not withstanding anything to the contrary in this Agreement, each party’s total aggregate liability arising out of or in connection with this Agreement for all claims of any kind will not exceed the amounts paid or payable by the Customer to GoodSpace Schools under this Agreement during the twelve (12) months prior to the event giving rise to the lability (“Liability Cap”).

Indemnity

You will indemnify and hold harmless GoodSpace Schools and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or in any way connected with

(i) your access to or use of the Website or Service,
(ii) User Content, or
(iii) your breach of any warranties made by you hereunder or your violation of any other provision of these terms in this Agreement. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Termination

Termination for Cause

A party may terminate this Agreement (including all related Customer Proposals):

upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or
if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors.

Consequences of Termination

If GoodSpace Schools commits a serious violation of this Agreement, does not fix it within 30 days or reach mutual agreement on a remedy, then the Customer may give notice of termination to GoodSpace Schools terminate this Agreement. In such evet, if this Agreement is terminated by Customer due to GoodSpace School’s material breach, GoodSpace Schools will provide Customer with a pro rata refund of any fees prepaid by Customer applicable to the period from the effective date of termination.
If this Agreement is terminated by GoodSpace School due to Customer’s material breach, Customer will remain liable to pay the full subscription fee outstanding on the effective date of termination of that Order Form. GoodSpace Schools will invoice, and Customer will pay, any accrued but unbilled fees and any unpaid fees covering the remainder of the term under the Customer Proposal had it not been terminated.
If this Agreement is terminated for convenience by Customer, Customer will remain liable to pay the full subscription fee outstanding on the effective date of termination. GoodSpace Schools will invoice, and Customer will pay, any unbilled fees and any unpaid fees covering the remainder of the term had it not been terminated.
Termination or expiration of Your License to access or use the Service will not affect any accrued rights, indemnities, or any provision of this Agreement which are intended by their nature to survive termination or expiration.

The clauses under the Confidentiality and General sections of this Agreement will survive any expiration or termination of this Agreement.

Disputes

You agree that any dispute between You and Us arising out of or relating to this Agreement for the Website and Service (collectively, “Disputes”) will be governed by the arbitration procedure outlined in this section below.
Governing Law: The terms and conditions for Website and Service and the resolution of any Disputes shall be governed by and construed in accordance with the laws of New Zealand.
Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Us, you agree to try to resolve the Dispute informally by contacting info@goodspaceschools.com. We will try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 30 days after submission, the Customer and GoodSpace Schools will agree to Arbitrate.

The Customer and GoodSpace Schools agree to Arbitrate: You and Us agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Exceptions to agreement to Arbitrate: Either party may bring a lawsuit solely for injunctive relief to stop unauthorised use or abuse of the Website or Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No class actions: You may only resolve Disputes with Us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.
Limitation on claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the website or Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

General

Entire Agreement

Except as otherwise stated herein, these terms constitute the entire and exclusive understanding and agreement between GoodSpace Schools and you regarding the Service, and these terms supersede and replace any and all prior oral or written understandings or agreements between GoodSpace Schools and you regarding the Service. If for any reason a court of competent jurisdiction finds any provision of these terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these terms will remain in full force and effect.

Notice

Any notice provided to GoodSpace Schools pursuant to this Agreement should be sent to: info@goodspaceschools.com. All notices under this Agreement must be in English.
GoodSpace Schools will send all notices under this Agreement via email to the email address of the primary contact person stated in the Customer Proposal.

Assignment

You may not assign these Terms without GoodSpace School Limited’s prior written consent, which may be withheld in GoodSpace School Limited’s sole discretion. GoodSpace School Limited may assign these Terms at any time without notice to you.

Independent Contractors

The relationship between you and GoodSpace Schools is that of independent contractors, and not legal partners, employees, or agents of each other.

No Waiver

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

Severability

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.

Third Party Beneficiaries

There are no third party beneficiaries to these Terms.

Survival

The Confidentiality obligations under this Agreement will survive the termination of this Agreement.

Governing Law

These Terms, and any dispute relating to these Terms or the Service or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these terms and conditions or the Service or the Website.

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