Terms and Conditions

1. IMPORTANT NOTICE

These Terms and Conditions (“Terms“) set out the terms upon which the Schoolzine group of companies and its subsidiaries, associated brands, platforms, products and modules provide products and services to you.

These Terms apply to every product, module, feature, trial and service we make available, whether it existed when these Terms were published or is released, acquired or enabled afterwards.

Our brands and products include, without limitation: Schoolzine, Schoolzine Plus, SZapp, Healthzine, Sports Tracker, School-Links, School Stream / Schoolstream, Gopha, Session Keeper, SPARKS, Image Guardian, Website Builder, Enterprise, and any successor or additional brand, product or module.

By accessing, enabling or continuing to use any Product, or by permitting any of your Users to do so, you acknowledge and agree to these Terms.

2. STRUCTURE OF THE AGREEMENT AND ORDER OF PRECEDENCE

Your agreement with us (“Agreement“) is made up of the following documents:

1. any Master Services Agreement or equivalent negotiated agreement executed between the parties;
2. any Order, Proposal, Quotation or Acceptance issued by us and accepted by you (including proposals issued via our proposal platform);
3. any Product Schedule or module-specific terms published or issued by us for a particular Product;
4. these Terms;
5. our Privacy Policy, Acceptable Use Policy, AI Use Policy, Cookie Policy and Pricing Policy, each as published on our website and amended from time to time.

To the extent of any inconsistency, the document higher in the list prevails, but only to the extent of that inconsistency. A document lower in the list continues to apply in all other respects.

2.1 Reserved matters. Notwithstanding the order of precedence above, these Terms prevail over any other document in respect of the following matters, because they establish the basis on which Users, students, parents and members of a school community interact with the Products and the consents on which that interaction relies:

• clause 7 (AI Services and AI-Assisted Features);
• clause 6 (Image Guardian and content-safety Modules);
• the Acceptable Use Policy and clause 10 (Safety, misuse and investigations);
• clause 11 (Cooperation with authorities);
• the Privacy Policy, in respect of the categories of personal information we collect and the purposes for which we use it.
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A negotiated agreement may impose obligations on us that are additional to these matters, but may not vary or displace them in a manner inconsistent with the consents and notices on which the Products rely.

Where you have not executed a Master Services Agreement or Order, these Terms constitute the entire agreement between us in relation to the Products.

3. DEFINITIONS

In this Agreement, the following words and phrases have the following meanings:

4. AGREEMENT DURATION, RENEWAL AND TERMINATION

4.1 The duration of this Agreement is specific to the Product or Package chosen. Continued use of the Products by any of your Users is acknowledgement of and agreement to these Terms.

4.2 Subscriptions automatically renew for a subsequent term of one year from the commencement date, and at the end of each subsequent term, unless 90 days’ prior written notice is given.

4.3 If 90 days’ prior notice is not given, a cancellation fee of $690 (inc GST) will apply.

4.4 Following cancellation, your content will remain online for 90 days after your Subscription End Date unless otherwise agreed. After that period the account and all content will be permanently deleted, and Newsletters, documents, events and content will no longer be available to view or download.

4.5 You may request a copy of your Customer Data at any time before deletion, and in any event within the 90 day period described in clause 4.4. Once a copy is provided to you, its retention, security and deletion become your responsibility and it is outside our control. Export beyond our standard self-service export tools may be treated as Maintenance under clause 12.

4.6 Termination for our default. If we:

• breach any clause of the Agreement;
• suspend payment of our debts or are unable to pay our debts;
• have execution levied on any of our assets and the execution is not satisfied within 28 days;
• enter into an arrangement, reconstruction or compromise with our creditors or any of them;
• have a receiver appointed for all or any part of our assets; or
• have an application, order made or filed for administration, voluntary or compulsory liquidation, winding up, dissolution or bankruptcy,

then we will be in breach of the Agreement and you may give us notice to remedy the breach. If within 14 days of receiving that notice we do not remedy the breach, you may immediately terminate the Agreement.

4.7 Termination for your default. We may suspend or terminate the Agreement where you materially breach it (including non-payment) and fail to remedy the breach within 14 days of written notice, or immediately in the circumstances described in clause 10.

5. NEW PRODUCTS, MODULES, TRIALS AND BETAS

This clause is the catch-all. It is intended to mean you can release Image Guardian, or anything after it, without republishing these Terms each time.

5.1 Application to future Products. These Terms apply to all Products and Modules, including any that we release, acquire, rebrand or make available after the date of these Terms. Where we make a new Product or Module available to you and you enable, activate, access or use it, these Terms apply to that Product or Module from the moment of first use, without the need for a separate agreement.

5.2 Enabling a Module. A Module may be enabled by you, or by us at your request, through your account settings, a written or electronic instruction, an Order, or acceptance of an in-product prompt. Enabling a Module constitutes your acceptance of these Terms as they apply to that Module, together with any Product Schedule and any policy referenced in it.

5.3 Opt-in and default state. Unless we state otherwise in writing, new Modules are made available on an opt-in basis and are not enabled by default. Where a Module requires additional data handling, a distinct legal basis, or use of AI Services, it will always require an express opt-in by an authorised person in your organisation.

5.4 Authority to enable. You are responsible for ensuring that any person who enables a Module on your behalf is authorised to do so and to bind you. We are entitled to rely on the apparent authority of any User with administrative privileges in your account.

5.5 Charges. A Module may be included in your Subscription, charged separately, or offered at no charge. Where a Module is chargeable, the charges will be set out in an Order or in our published pricing. Where a Module is offered at no charge or as an inclusion, we may begin charging for it on 90 days’ written notice, effective from your next renewal, and you may decline the charge by disabling the Module before that renewal.

5.6 Trials, betas and previews. Where a Product or Module is made available as a Trial, Beta or Preview:

• it is provided on an “as is” and “as available” basis;
• it may be modified, suspended or withdrawn at any time without notice or liability;
• it may not have reached the same level of testing, documentation, support or stability as a generally available Product;
• our obligations under clause 8 (Support), any service level commitment, and any warranty beyond those which cannot lawfully be excluded, do not apply;
• our aggregate liability in connection with the Trial, Beta or Preview is limited to $100, to the extent permitted by law;
• our security, privacy and confidentiality obligations under clauses 9, 15, 16, 17 and 19 do continue to apply in full.

5.7 Withdrawal and change. We may add, modify, deprecate or withdraw Products, Modules and features. Where we withdraw or materially and adversely reduce the functionality of a Module you are paying for, we will give you at least 90 days’ notice and, at your election, a pro-rata refund of prepaid fees for that Module for the unexpired portion of the term.

5.8 Disabling a Module. You may disable an opt-in Module at any time. Disabling a Module does not entitle you to a refund of fees already paid for the current term unless clause 5.7 applies. On disabling, we will handle data generated by that Module in accordance with clause 9.9 and our Privacy Policy.

6. IMAGE GUARDIAN AND CONTENT-SAFETY MODULES

6.1 Image Guardian is a Module that assists you to manage images held within your account. It applies automated analysis to images in order to support your image consent and content-safety processes, including by detecting the number of faces present in an image so that images depicting multiple individuals can be identified for consent review.

6.1.1 Scope. Where you enable Image Guardian, it applies to images already held in your account at the time of enablement, and to images uploaded afterwards.

6.1.2 Face detection only. Image Guardian detects the presence and number of faces in an image. It does not perform facial recognition, biometric matching or identification, does not generate or store biometric templates, and does not compare faces against any database or other image.

6.2 Assistive control only. Image Guardian and any other content-safety Module is an assistive control. It supports, but does not replace, your own policies, staff review, consent management and child-safety obligations. We do not warrant that it will identify all content of any particular type, that it will not produce false positives or false negatives, or that its outputs are accurate, complete or fit for any regulatory or child-safety compliance purpose.

6.3 Your responsibility. You remain solely responsible for:

• obtaining and maintaining all consents, permissions and parental authorisations required for images and content you upload, publish or distribute;
• your compliance with applicable child safety legislation, child safe standards, departmental policy and your own school or system policies;
• reviewing and acting on outputs, flags and classifications produced by the Module; and
• any decision made by you or your staff in reliance on those outputs.

6.4 No delegation of child-safety obligations. Nothing in this Agreement transfers to us any obligation you hold under child safety, mandatory reporting, privacy or education legislation.

7. AI SERVICES AND AI-ASSISTED FEATURES

This is the clause you asked for. It is drafted as a set of binding representations. Every statement in it must be true and evidenced before publication.

7.1 What we use AI for. Certain Products and Modules include AI-Assisted Features. These use AI Services to perform tasks such as classifying, detecting, describing and flagging content in order to enable protection and content-safety capabilities within the Products.

7.2 Australian hosting and controlled environment. The AI Services are provided using Amazon Rekognition within Amazon Web Services, configured to process in the Asia Pacific (Sydney) region, under an account controlled by Schoolzine. Customer Data submitted to the AI Services is processed within that Australian environment. AWS is an existing Subprocessor identified in our Privacy Policy; no additional Subprocessor is introduced by the AI Services.

7.3 No onward disclosure. Customer Data submitted to the AI Services is not disclosed, transmitted or made available to any other Subprocessor, and is not shared with any third party, except where clause 11 (Cooperation with authorities) applies.

7.4 No training on Customer Data. Customer Data is not used to train, fine-tune, retrain or improve any artificial intelligence model. This applies to models used within the Products and to any artificial intelligence used within our internal business systems. We do not authorise any Subprocessor to use Customer Data for model training, and where a Subprocessor offers a training opt-out we exercise it.

7.5 Retention. Customer Data submitted to the AI Services is processed transiently and is not retained by the AI Services after a result is returned. Outputs, classifications and associated audit records are retained within your account for the life of your account and for 90 days afterwards in accordance with clause 4.4, except where we are required to retain audit logs or other records for a longer period by law or to meet our information security obligations. Retention is described further in our Privacy Policy.

7.6 Opt-in and consent. AI-Assisted Features are opt-in. By enabling a Module or feature that uses AI Services, you:

• consent to the processing described in this clause 7;
• confirm you are authorised to provide that consent on behalf of your organisation; and
• confirm you have made any disclosures to, and obtained any consents from, your school community that your own privacy obligations require.

7.7 Our staff and systems. Our staff and systems operate in accordance with our AI Use Policy. That policy governs how our people may use artificial intelligence in connection with Customer Data, including restrictions on the use of external or consumer AI tools.

7.8 Auditing. Access to AI Services and to the data processed by them is logged and auditable, consistent with our ISO/IEC 27001 certified information security management system.

7.9 Human oversight and no reliance. Outputs of AI-Assisted Features are probabilistic and may be incomplete or incorrect. They are provided to support human decision-making and must not be relied on as the sole basis for any decision affecting a student, staff member or member of your community. Clause 6.2 applies to all AI-Assisted Features.

7.10 Prohibited inputs. You must not submit to the AI Services any data you are not lawfully entitled to submit, or any data that is outside the scope of the relevant Module’s stated purpose.

7.11 Changes. If we materially change the way AI Services process Customer Data — including the hosting location, the categories of data processed, or the position in clauses 7.3 and 7.4 — we will notify you at least 30 days before the change takes effect, and you may disable the affected feature without penalty.

8. SCHOOLZINE OBLIGATIONS

We will, during the term:

• act in good faith in our dealings with you, and with the degree of skill, care and diligence expected of a person providing services of a similar nature;
• provide, for the agreed set-up fee, a Newsletter template design and account set-up where applicable;
• provide platform access to enable you to produce Newsletters where applicable;
• provide training and support required for your chosen Products and services, in accordance with clause 8.1;
• provide website building, design, development and hosting where applicable;
• where a Sponsored Package is selected, insert Advertising in your Newsletter in exchange for revenue from Sponsors (Australia and New Zealand only);
• include Advertising in your Newsletter only in accordance with your chosen Sponsorship Package, and only where that Advertising is not offensive, illegal or otherwise inappropriate for the intended Recipients (Australia and New Zealand only);
• only engage Advertisers that are, to the best of our knowledge, ethical and in alignment with any values you disclose to us (Australia and New Zealand only).

8.1 Support. Support is provided during our published business hours through our published support channels. Support is unlimited in volume for your chosen Products but is subject to the definition of Support in clause 3 and does not include Maintenance.

8.2 Fair use. Our email fair use policy allows a maximum of 50,000 emails per month. We will contact you before applying any restriction where your usage materially exceeds this.

9. YOUR OBLIGATIONS

You will, during the term:

• act in good faith in your dealings with us;
• where an eNewsletter Sponsored Package is chosen, distribute the number of eNewsletter issues nominated in your chosen package and commit to converting your school community to email delivery of your Newsletter;
• provide Newsletter and website content to us by the deadlines determined by a Schoolzine project manager or support person;
• provide content that does not contravene copyright laws or contain material of a defamatory nature;
• where an eNewsletter Sponsored Package is chosen, not place content of an advertising nature into your Newsletter, and refer all potential advertisers to Schoolzine (Australia and New Zealand only);
• comply with the Acceptable Use Policy;
• ensure your Users comply with this Agreement;
• hold all consents and authorisations necessary for the Customer Data you provide to us;
• maintain the accuracy of contact and account information you provide.

10. SAFETY, MISUSE AND INVESTIGATIONS

We may suspend, restrict or terminate access to any Product, remove or disable content, preserve records, or take any other reasonable action where we reasonably suspect that a Customer, User, parent, staff member or other person has:

• breached these Terms or any Acceptable Use Policy;
• used the Products unlawfully, fraudulently, abusively or in a way that may cause harm;
• uploaded, sent or distributed offensive, threatening, abusive, discriminatory, exploitative, unsafe, misleading, defamatory or unlawful content;
• compromised or attempted to compromise the security, integrity or availability of the Products;
• used the Products in a way that may create a risk to children, students, staff, parents, the school community, Schoolzine, or any third party.

Where reasonably practicable, we will give notice and an opportunity to remedy before suspension, except where the circumstances require immediate action.

11. COOPERATION WITH AUTHORITIES

We may preserve, use or disclose account information, content, communications, usage records, logs and other relevant information where we reasonably believe it is necessary or appropriate to:

• comply with any law, warrant, subpoena, court order, regulatory request or lawful direction;
• cooperate with police, child protection bodies, regulators, government agencies, schools or other relevant authorities;
• investigate suspected unlawful activity, serious misconduct, misuse of the Products, security incidents, fraud, abuse or threats to safety;
• protect the rights, safety, property or security of Schoolzine, Customers, Users, students, parents, staff or the public.

Where reasonably practicable and lawful, we will notify the Customer of any suspension, disclosure or investigation-related action. We may delay or withhold notice where we reasonably believe notice may prejudice an investigation, breach the law, create a safety risk, compromise security, or expose Schoolzine or another person to liability.

To the extent permitted by law, Schoolzine is not liable for loss arising from any suspension, restriction, removal, preservation or disclosure made in good faith under this clause.

12. SERVICE COSTS AND PAYMENTS

12.1 You will pay the agreed set-up and annual costs associated with your chosen Product or service.

12.2 SMS text messaging is a pay-per-use service. Customers who enable this feature pay per text message, including multi-part messages over 142 characters. Contact us for current SMS Send Costs.

12.3 Additional eNewsletter issues are charged at the rate published in our Pricing Policy.

12.4 Maintenance is charged at the rate published in our Pricing Policy, billed in 15-minute increments, at our discretion and often waived.

12.5 We will invoice you 30 days prior to the commencement of a new 12-month term, with payment required within 14 days.

12.6 Price changes. Pricing for a renewal term is set out in the renewal invoice issued in accordance with clause 12.5. Payment of that invoice, or continued use of the Products into the renewal term, constitutes acceptance of the pricing for that term. Where the renewal price has increased, you may decline the renewal within 14 days of the invoice being issued without the cancellation fee in clause 4.3 applying.

12.7 Taxes. Fees published in our Pricing Policy are stated inclusive of GST. Fees set out in an Order, proposal or quotation are stated exclusive of GST unless expressly stated otherwise, and GST is payable in addition at the applicable rate. For New Zealand Customers, references to GST are to New Zealand GST.

12.8 Overdue amounts. We may suspend Services where an invoice remains unpaid more than 30 days past its due date, after giving 14 days’ written notice.

12.9 Charges for Modules enabled by you. Where a User enables a chargeable Product, Module or feature within the platform, we are entitled to invoice you for it in accordance with our published pricing or the applicable Order.

12.10 Authority to incur charges. Before a chargeable Module is enabled, we take reasonable steps to confirm that the User enabling it is authorised to incur charges on your behalf. You are responsible for ensuring that Users with administrative privileges in your account are authorised to do so, and for notifying us promptly where that authority changes.

12.11 Discretionary waiver. We may reduce, waive or refund any charge at our absolute discretion. Doing so on one occasion does not create an entitlement to the same treatment on any other occasion, and does not vary this Agreement.

13. SYSTEM USER ACCOUNTS

User Accounts and passwords must only be used in accordance with these Terms.

• All Users must access the system with their own User Account. User Accounts must not be shared or transferred.
• All information you provide when requesting a User Account, and when accessing and using our Services, is and will remain complete and accurate.
• You are responsible for the actions and activity of any person who accesses our Services using your User Account details, including use by people you may not have authorised.
• You must never share User Account information with third parties or allow third parties to use your Account.
• You are responsible for keeping your account secure. Keep your password confidential and unique to Schoolzine.
• Where multi-factor authentication or single sign-on is available, we strongly recommend you enable it.

Notify us immediately of any breach or unauthorised use of your Account by emailing support@schoolzine.com.

14. CONTENT OWNERSHIP, LICENCE AND INTELLECTUAL PROPERTY

14.1 Your content. You own the rights to all Customer Data you create and upload to the Products, including websites, newsletters and other content.

14.2 Licence to us. You grant us a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, adapt, transmit, display and process Customer Data solely to the extent necessary to provide, secure, support and improve the Products for you, and to comply with law. This licence ends when the Customer Data is deleted in accordance with clause 4.4.

14.2A Your copy on exit. You may obtain a copy of your Customer Data in accordance with clause 4.5. On expiry or termination of this Agreement you retain all rights in the Customer Data and content you created. You obtain no rights in our intellectual property, including our software, templates, designs, model outputs or documentation, and any licence granted to you in respect of those materials ends on termination.

14.3 Your responsibility. You are responsible for the content you post and assume all risks related to it, including reliance on its accuracy and any claims relating to intellectual property or other legal rights.

14.4 Our intellectual property. We own all intellectual property rights in the Products, including software, templates, designs, documentation and AI Services. Nothing in this Agreement transfers those rights to you. You receive only the right to use the Products during the term.

14.5 Feedback. Where you provide feedback or suggestions, we may use them without restriction or obligation.

14.6 Third-party components. The Products may include third-party software and integrations subject to their own terms. We will make those terms available on request.

15. ADVERTISING REVENUE AND POLICY (Sponsored Package — Australia and New Zealand only)

• We retain revenue from the sale of Advertising within your Newsletters in return for a lower subscription price.
• If you wish to include your own sourced advertising, you agree to upgrade to a Platinum Package. If we deem this to have occurred, the higher subscription cost applies. You also agree to retain existing Sponsors for the duration of the contract sold to each Advertiser by us.

16. PRIVACY AND DATA PROTECTION

16.1 Our handling of Personal Information is governed by our Privacy Policy, which forms part of this Agreement.

16.2 Where we have access to Personal Information in order to fulfil our obligations under this Agreement, we will:

• ensure Personal Information of your organisation, students, parents, school community and members is protected against loss and against unauthorised access, use, modification or disclosure and other misuse;
• not use Personal Information other than for the purposes of this Agreement, unless required or authorised by law;
• not disclose Personal Information without your written agreement or that of persons authorised in writing by you, unless required or authorised by law;
• ensure only authorised personnel have access to Personal Information;
• immediately notify you if we become aware that a disclosure of Personal Information is, or may be, required or authorised by law;
• ensure every person with access to Personal Information is made aware of our obligations under this clause, is bound by an obligation not to disclose it to any third party, and only uses it for the purposes of this Agreement;
• where applicable, do everything you reasonably ask to enable or assist you to comply with your obligations under the Education (General Provisions) Act 2006 (Qld), Queensland Information Standard 42 (or any replacement), and your Privacy Statement;
• comply with such other privacy and security measures you reasonably advise us in writing from time to time.

16.3 Roles. In respect of Customer Data, you are the entity that determines the purposes for which Personal Information is collected and used, and we process it on your behalf and on your instructions, except where we act in our own right (for example, in relation to your billing contacts and account administration).

16.4 Subprocessors. We may engage Subprocessors as listed in our Privacy Policy. We remain responsible for their performance. We will give at least 30 days’ notice of any new Subprocessor that processes Customer Data, and you may object on reasonable data protection grounds, in which case we will work with you in good faith to resolve the objection.

16.5 AI Services. Clause 7 applies to all processing of Customer Data by AI Services, and prevails over clause 16.4 in respect of that processing.

17. SECURITY AND INCIDENT NOTIFICATION

17.1 We maintain an information security management system certified to ISO/IEC 27001, and apply technical, administrative and physical safeguards consistent with that standard.

17.2 Customer Data is stored in secure data centres in Australia, encrypted at rest, encrypted in transit, and backed up regularly.

17.3 Incident notification. We will notify you without undue delay, and in any event within 72 hours, after becoming aware of a data breach affecting your Customer Data, and will provide the information reasonably necessary for you to meet your obligations under the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) or, for New Zealand Customers, Part 6 of the Privacy Act 2020 (NZ).

17.4 We will cooperate reasonably with you in the investigation, mitigation and remediation of any incident.

18. SUPPORTED SYSTEMS

Our platforms support a range of browsers and integrations as SaaS tools. We endeavour to support as many systems as possible; the formal list follows.

Supported web browsers — current and previous major versions of Google Chrome, Microsoft Edge, Apple Safari, Mozilla Firefox.

Not supported — Internet Explorer, Legacy Edge, very old mobile browsers. Browsers such as Brave and Opera have informal support only.

Configurations such as ad-blockers, plugins and other tools may affect functionality from time to time.

Operating systems — Desktop: Windows 10 or newer; macOS (current and previous major version). Mobile: iOS and Android (current and previous major version), in relation to our mobile applications.

Network requirements — modern browser with JavaScript enabled; cookies enabled; TLS 1.2+ capable network; stable internet connection; ports 80 and 443 open; email domains able to receive external mail (for newsletters).

Tested email clients — Gmail (web and app), Outlook 365, Outlook Desktop (recent versions), Apple Mail, iOS Mail, Android Mail, Yahoo Mail. Email rendering may vary between clients and devices. We use industry-standard email design practices but cannot guarantee identical rendering across all platforms.

Third-party integrations — including but not limited to Microsoft 365, Wonde, Meet Manager (Sports Tracker), Dolphin Results Importer (Sports Tracker), and most SSO identity providers. We are not responsible for the availability, performance or acts of third-party services, or for changes they make to their systems.

19. CONFIDENTIALITY

No Party may, without the consent of the other, during or after the term of this Agreement, disclose to any person the terms or existence of this Agreement, or any information relating to the other Party’s business or affairs which becomes known during the course of this Agreement (“Confidential Information“), except where disclosure is:

• reasonably necessary to enable the performance or enforcement of the obligations of the Party receiving the information (“Recipient“) under this Agreement;
• required by law, in which case, where reasonably practical and lawful, the Recipient must notify the disclosing Party in sufficient time to enable that Party to take action to prevent the disclosure;
• to the Recipient’s solicitors, accountants, bankers or other professional advisers under a duty of confidentiality;
• consented to by the other Party; or
• where the information has entered the public domain other than through a breach of this clause.

Each Party must ensure its employees, contractors, agents and advisers safeguard Confidential Information against unauthorised use or disclosure in accordance with this clause.

Nothing in this clause prevents a Customer that is a public sector entity from making disclosures required under freedom of information, right to information, or public accountability legislation.

20. WARRANTIES, CONSUMER LAW AND LIABILITY

20.1 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or the Consumer Guarantees Act 1993 (NZ) and Fair Trading Act 1986 (NZ) where those apply, which cannot lawfully be excluded.

20.2 Business use (NZ / B2B). Where the Customer acquires the Products for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 (NZ) and sections 9, 12A and 13 of the Fair Trading Act 1986 (NZ) do not apply, and that it is fair and reasonable to be bound by this provision.

20.3 Limitation of our liability. Where liability can lawfully be limited, our liability for a guarantee or warranty is limited, at our option, to resupplying the Services or paying the cost of having them resupplied.

20.4 Liability cap. To the maximum extent permitted by law, our aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to [the total fees paid by you to us in the 12 months preceding the first event giving rise to the liability].

20.5 Excluded loss. To the maximum extent permitted by law, neither Party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, or loss of or corruption of data (other than our obligation to restore from backup in accordance with clause 17).

20.6 Carve-outs. The cap in clause 20.4 does not apply to: a Party’s liability for death or personal injury caused by negligence; fraud or wilful misconduct; a Party’s indemnity under clause 21; breach of clause 19 (Confidentiality); or your obligation to pay fees.

20.7 Negligence. Subject to clause 20.6, the cap in clause 20.4 applies to all liability arising in connection with this Agreement, including liability arising from negligence.

20.8 Availability. We target availability of the Products of 99.8% or higher, measured monthly and excluding planned maintenance, emergency maintenance, and any unavailability caused by a third party service, your systems or network, or an event described in clause 22.5. Planned maintenance will be notified where practicable.

20.9 Support. We provide support in accordance with Schedule 1 — Support and Service Levels.

20.10 Nature of these targets. The figures in clauses 20.8 and 20.9 are service targets. They are not warranties or conditions, and failure to meet them does not of itself constitute a breach of this Agreement. We do not warrant that the Products will be uninterrupted or error-free.

21. INDEMNITY

21.1 You indemnify us against loss, damage and reasonable costs we suffer arising from: your breach of clause 9 (Your Obligations) or the Acceptable Use Policy; Customer Data infringing third-party rights; and any claim that you did not hold the consents or authorisations required for Customer Data you provided to us.

21.2 We indemnify you against loss, damage and reasonable costs you suffer arising from a claim that the Products, used in accordance with this Agreement, infringe the intellectual property rights of a third party.

21.3 An indemnified Party must promptly notify the indemnifying Party of a claim, allow it to control the defence, and provide reasonable cooperation. An indemnity is reduced to the extent the indemnified Party contributed to the loss.

22. GENERAL

22.1 Relationship. Nothing in this Agreement constitutes a partnership, joint venture, or employer and employee relationship between the Parties, and it is the express intention of the Parties that any such relationships are denied.

22.2 Variation and acceptance. We may amend these Terms from time to time by publishing an updated version. Where an amendment is material and adverse to you, we will give at least 30 days’ notice before it takes effect, and you may terminate the affected Subscription without penalty before the effective date by giving written notice.

You accept these Terms, as amended from time to time, by any of the following: continued use of the Products by you or your Users; payment of an invoice issued by us; or execution of a Master Services Agreement, Order or other agreement referencing these Terms.

Any variation to an executed Master Services Agreement or Order must be in writing and signed by both Parties.

22.3 Assignment. You may not transfer, assign or encumber your rights under this Agreement without our prior written consent, not to be unreasonably withheld.

We may assign, novate or transfer this Agreement, in whole or in part, to a related body corporate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets or shares, on notice to you and without your consent. A change in the actual or effective control of Schoolzine does not constitute an assignment for the purposes of this clause.

22.4 Notices. Notices must be in writing and sent to the email address recorded for the Account Owner, or to support@schoolzine.com for notices to us. Notices are deemed received on the next business day after sending.

22.5 Force majeure. Neither Party is liable for failure to perform (other than payment obligations) caused by an event beyond its reasonable control, provided it notifies the other Party and uses reasonable endeavours to mitigate.

22.6 Severability. If a provision is held invalid or unenforceable, it is severed and the remainder continues in force.

22.7 Entire agreement. The documents listed in clause 2 constitute the entire agreement between the Parties and supersede all prior representations, other than any representation made fraudulently or which cannot lawfully be excluded.

22.8 Governing law. This Agreement is governed by the laws of Queensland, Australia, and the Parties submit to the non-exclusive jurisdiction of the courts of that State.

Where you are a government department, statutory authority, or other governing entity, and an existing agreement between us specifies a different governing law or jurisdiction, that agreement prevails and this Agreement is governed by the law specified in it.

For Customers contracting with Schoolzine Limited (New Zealand), this Agreement is governed by the laws of New Zealand and the Parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

23. DISPUTE RESOLUTION

23.1 Good faith. The Parties will use reasonable endeavours, acting in good faith, to resolve any dispute arising in connection with this Agreement (“Dispute“) as soon as reasonably possible.

23.2 Reference to ADR. If the Parties cannot resolve a Dispute within a reasonable period, a Party may give notice describing the Dispute and requiring its resolution under this clause, in which case the Parties will refer the Dispute to mediation by a Queensland Law Society (“QLS“) approved mediator who is either agreed by the Parties, or failing agreement appointed by the President of the QLS on the application of any Party, on the terms of the standard mediation agreement approved by the QLS. Information obtained solely under that reference may not be used for any purpose other than settling the Dispute.

23.3 Nothing in this clause prevents a Party from seeking urgent interlocutory relief.

24. REGION-SPECIFIC TERMS

24.1 Queensland schools. All schools in Queensland are subject to DETSOA-63239 Online Newsletters Terms and Conditions (Queensland, Australia only). Accredited GITC Supplier: Q-5145.

24.2 New Zealand. Customers contracting with Schoolzine Limited (New Zealand) are subject to these Terms as modified by clauses 12.7, 20.2 and 22.8. References to the Privacy Act 1988 (Cth) and the Australian Privacy Principles are read as references to the Privacy Act 2020 (NZ) and the Information Privacy Principles.

24.3 Where a clause is expressed to apply to “Australia and New Zealand only”, it does not apply to Customers outside those jurisdictions.

SCHEDULE 1 — SUPPORT AND SERVICE LEVELS

S1.1 Support channels

Training is included across all support channels at no additional charge, including personalised sessions delivered via Microsoft Teams as required.

S1.2 Coverage

Support is available 8:00am – 5:00pm AEST, Monday to Friday, excluding public holidays in Queensland, Australia.

24 x 7 escalation is available for P1 and P2 incidents.

S1.3 Support tiers

Most newsletter queries are resolved at Level 1 within one hour. Level 2 resolution is typically within one day to one week, depending on complexity.

S1.4 Priority framework

S1.5 Measurement and status

Response targets are measured within the coverage hours in clause S1.2, except for P1 and P2 incidents, which are measured 24 x 7. Targets run from the time a request is logged through a supported channel in clause S1.1.

Service availability is published at our status page.

S1.6 Nature of these targets

The targets in this Schedule are service targets, not warranties or conditions. Clause 20.10 applies.

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