Privacy Policy

DIGITAL LEARNING PLD LIMITED TERMS OF PURCHASE:

We (being Digital Learning PLD Limited) are proud of the products that we have produced and the education this will bring children, teachers, schools and families. We have invested a large amount of time, energy and money in the products you are about to purchase. By completing your purchase, you agree to be bound by the terms as set out below and acknowledge our continued ownership of all intellectual property relating to our products. You acknowledge that you are not entitled to share, reproduce, circulate or change these products and will respect that these products were created by us, for your use only. If you are improperly using the products (whether by reproducing or otherwise) without our consent, we may make claims against you to protect our interests.

1. Receipt of Products:

1.1. Subject to clause 1.2 below, and the type of Product(s) you are purchasing, you will receive be provided the relevant Product(s) either [by email (with password-protected access), as a downloadable PDF file, or by online access ] [immediately OR within [X] hours/days] of shortly after or immediately upon your Order being placed.

1.2. All timeframes specified (whether verbally or in writing) for the provision of Products to you are estimates only, and we will not be liable to you for any delay whatsoever.

1.3. We will not be liable to you for any error, damage, or loss which occurs while the Product(s) is sent to you or being downloaded.

2. Intellectual Property:

2.1. You acknowledge and agree that your purchase does not grant you any right, title or interest whatsoever in the underlying Intellectual Property of each Product. For the avoidance of doubt, all such Intellectual Property always remains our sole property and vests absolutely with us.

2.2. All improvements or additions to the Product and rights resulting from the use of the Product, whether made or developed by or on behalf of you or us, will be our sole property. We will not make any payment to you for any goodwill associated with your use of the Product.

2.3. You warrant that you will not at any time, either directly or indirectly:

(a) copy, replicate, duplicate, modify, amend, share, circulate, distribute, transfer, or make available any Product to any third party without our prior written consent (which we may withhold at our sole discretion);

(b) cause or permit anything that may damage or infringe our rights, title or interest in the Product;

(c) seek to register or otherwise protect any intellectual property rights which are the same as or similar to our Intellectual Property rights;

(d) use or permit the use of the Product for any purpose that is not directly contemplated by these terms or is or could be detrimental to or inconsistent with the good name, goodwill, reputation and image associated with us and our Products; or

(e) contest or challenge our ownership of the Product and or Intellectual Property.

3. Default:

We reserve the right to take any action we deem necessary immediately upon your breach of any of these terms, including without limitation, seeking injunctive relief with an appropriate court.

4. Liability:

4.1. You agree that we have no liability for any harm or loss, whether financial or otherwise:

(a) incurred by you or any third party as a result of your use or engagement with the Products; or

(b) caused by any third party involved in providing all or any part of the Products, including the use of third-party applications (if applicable).

4.2. You acknowledge and agree that the Products are only provided for your benefit and interest. They are not to be relied on by third parties unless we agree in writing.

4.3. If we are found liable, and where our liability may be limited under law, then our liability is limited to the amount you have paid to us for any Product.

4.4. If any Product we have supplied to you is defective or damaged, we may, at our option, replace the Product or refund you the price of the Product where such defect or damage is solely to our acts, omissions or negligence. We do not accept any liability whatsoever where a Product is rendered defective, damaged, unusable, inaccessible or limited due to user error (whether in navigation, use or implementation). For the avoidance of doubt, you are solely responsible for issues relating to (without

limitation) insufficient storage, poor connections, and incorrect sign-ins. We will not refund you the price of the relevant Product(s), nor will we provide you with a replacement Product in these circumstances.

4.5. To the fullest extent permitted by law, you indemnify us and our employees, agents and contractors against all claims, actions and costs of any nature made or brought against us or our employees, agents or contractors arising from a breach by you of any of these terms.

5. Warranties:

5.1. All warranties and representations not expressly stated in these terms or otherwise given by us to you in writing (whether express, statutory, implied or otherwise) are excluded to the maximum extent permitted by law.

5.2. You acknowledge that all information contained in our Products are our opinion. To the extent that such information or learnings contained in our Products offend you or the whānau of your students or are not in line with the views of any other person, we will not be liable for any distress, disapproval, indignation or other reaction directly or indirectly caused by our Products.

6. Privacy:

6.1. In your dealings with us, we may collect and hold personal information about you (including, without limitation, your name and email address). If you are an organisation, this may include collecting and holding personal information about your personnel. 6.2. We may use that information to provide the Products to you, collect any debts owed to us and to comply with our legal obligations. Failure to provide information we request may prevent or hinder us from providing Products to you. 6.3. The information we collect and hold about you will be kept at our offices and/or held electronically. We use such security safeguards as are reasonable in the circumstances to protect it.

6.4. If we hold personal information about you, you have the right to access and correct this information as set out in the Privacy Act 2020.

6.5. We will otherwise collect, retain, use and disclose any personal information collected in the course of our business in accordance with our obligations under the Privacy Act 2020.

7. Force Majeure:

7.1. We will not be liable to you for any:

(a) inability or delay in providing any Products to you; or

(b) damages or costs arising directly or indirectly from such failure or delay,

where such failure or delay is caused by a Force Majeure Event (as defined below).

7.2. If a Force Majeure Event occurs, we may, at our sole discretion, either cancel your Order wholly or in part or extend the time for supply of all or any part of the Product(s) for such period as may be reasonably necessary. You agree not to bring any claim against us as a consequence of any cancellation or postponement of supply of Products due to a Force Majeure Event.

8. Disputes:

If a dispute arises out of or in relation to these terms or the supply of any Product, we will endeavour to resolve the dispute by good faith negotiations with you. If we are unable to resolve the dispute during negotiations, either you or us may refer the dispute to mediation by notice in writing by a mediator to be agreed between you and us within five Working Days of that notice or failing agreement by the President of the New Zealand Law Society or his or her nominee. We will share the costs of the mediator equally with you.

9. Definitions:

“Force Majeure Event” means any event beyond our reasonable control, including, without limitation, technology and/or Internet outages, earthquake, flood, natural disaster, pandemic or epidemic.

“GST” means goods and services tax as that term is defined in the Goods and Services Tax Act 1985.

“Intellectual Property” means all present and future copyrights, patents, trade marks, designs, semiconductor or circuit layout rights, trade secrets, know how, the right to have confidential information kept confidential, and any other intellectual or industrial property rights, which are legally and beneficially owned by us, whether registered or not, recognised anywhere in the world, together with the right to seek or obtain registration or renewal of any such rights.

“Order” means any order for Products made through our website.

“person” includes, without limitation a corporation, association, firm, company, partnership or individual. “Product” means any and all digital products you purchase on our website from time to time.

“Terms” means these terms of trade as amended or replaced from time to time.

“We”, “us”, and “our” means Digital Learning PLD Limited and includes our permitted successors and assigns. “Working Day” means a day other than a Saturday, Sunday or public holiday (or day observed) in Canterbury, New Zealand. “You” or “your” means the person who has accepted these Terms (including, without limitation, any person named as the customer in an order form.