Last updated: August 8 2017

This Agreement (Agreement) sets out the terms under which access is granted to Stile Education Pty Ltd’s Service to you, the purchaser of the Service.

"Stile Education", "we" and "us" refer to Stile Education Pty Ltd.

"Customer", "you" and "your" refer to you, the purchaser of the Service identified in the Subscription.

It is agreed that:

1 Definitions

Fee means the fee payable for the Service as set out in your Subscription.

Intellectual Property Rights means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how, confidential information, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world or rights to apply for registration thereof.

Customer Material means data of any kind in whatever form (including text images, audio and video) input in, linked to, or otherwise made available, through the Service by or from the User.

Library means the functionality in the Service permitting teachers to share subjects and lessons.

Service means our cloud-based, online, interactive e-learning tool and curriculum builder.

Stile Toolset means the elements and functionality used to deliver the Service, including, without limitation: websites, graphics, layout, text, images, audio and/or video, designs, logos, domain names, trade names and marks, software, source code, "look and feel", and, the manner in which these elements are arranged.

Subscription means the details of your purchase of the Service.

User means a teacher engaged by your training or educational establishment, a student or other person authorised to use the Service.

User Account means a user name and logon for a User to access the Service obtained by you.

2 Payment and Term

2.1 Payment of Fee

You must pay the Fee in accordance with the payment schedule set out in your Subscription.

2.2 Term

The term for which you are granted access to the Service is set out in your Subscription. Upon expiry of the term your access to the Service will end unless you have purchased renewed access.

2.3 Student Numbers

You acknowledge that the Fee is set in accordance with the maximum number of students permitted to access the Service under your Subscription.

We will monitor the number of students to whom you grant User Accounts.

In the event that you obtain User Accounts for more than the maximum number of students permitted under your Subscription, we reserve the right from time to time to issue an invoice for those additional User Accounts on the same terms as the existing User Accounts.

2.4 Overdue Payment

If there is a difficulty with paying your account on time you must contact us so that we can discuss a resolution. Subject to any alternative arrangement which we, in our sole discretion, agree with you, if any part of a payment of the Fee is overdue, we may restrict the creation of new subjects and/or lessons in the Service (but will permit continued access to and use of existing subjects and lessons).

2.5 Unresolved Overdue Payments

If despite the best efforts referred to in section 2.4, a resolution as not been reached to our satisfaction and any part of a payment of the Fee remains overdue for 30 days or more, we may do one or more of the following:

  • charge interest on the unpaid amount at the rate of ten percentage points above the 90 day bank bill rate calculated daily on and from the 31st day it is unpaid; and
  • change the due dates (by giving you notice) in the payment schedule in your Subscription to require earlier or more frequent payment by you;
  • suspend access to the Service; or
  • terminate this agreement immediately by giving notice to you.

2.6 Data Preservation

We will not delete any Customer Material during any period of restricted access to, or suspension of, the Service.

3 Service Level

3.1 Availability

We make every effort to ensure the Service is available 24 hours a day, 7 days a week. If the Service is unavailable cumulatively for more than two hours (excluding planned maintenance windows) over a period of one calendar month, you will be entitled to a refund equal to one month’s Fee for all students who logged in at least one time in the preceding 30 days.

3.2 Planned Maintenance

From time to time, maintenance will be required that makes the Service unavailable for your use. Where practical, these maintenance windows will fall on weekends and you will be given at least 24 hours notice prior to the event.

3.3 Data retention

In the course of using the Service you may add and delete Customer Material from time to time. You acknowledge that we have no obligation to retain or archive copies of Customer Material that you have removed from the Service.

We will retain an up to date copy of the Customer Material until either:

  • you give us notice to delete it; or
  • the term of your Subscription has ended and we have given you 60 days notice of our intention to delete the Customer Material and advised you to use our data export function if you wish to retain your own copy.

You acknowledge that even when you request Customer Material is deleted, and we remove it from the Service, it may persist in backups for a reasonable period of time.

4 Customer Obligations

4.1 Obligations extends to Users

In this Agreement, a reference to ‘you must’, ‘you must not’ or similar means that you must ensure that a User does or does not, as the case may be, do that thing.

4.2 Illegal or copyright material

You must not use the Service to store or distribute illegal, harmful or malicious material or link to websites containing such material. You must not use the Service in a way that breaches any law or another person’s Intellectual Property Rights.

4.3 Indecent behaviour

You must not use the service to bully, intimidate or harass any User. You agree not to create or upload Customer Materials that could be considered hate speech or that incites violence.

4.4 Advertising

You must not use the Service to transmit unsolicited advertising to another User.

4.5 Limited distribution

You must not use the Service to distribute content to any person or entity that is not a user of the Service.

4.6 Account security

You are responsible for maintaining the security of your password and login details for all User Accounts, and all activities conducted using User Accounts. You must take reasonable precautions to maintain the security of the Service.

4.7 Account sharing

You must ensure that each User Account is used only by one User and not shared with any other person.

4.8 Interfering with Stile operations

  • You agree not to attempt to bypass security controls or otherwise gain access to resources within the Service where you are not the intended audience.
  • You agree not to attempt to knowingly disrupt the proper operation of the Service in any way.
  • In the event of a User attempting to disrupt the proper operation of the Service, you must work with us to identify the User and take all steps necessary to resolve that disruption or attempt to do so to our satisfaction.

4.9 User Account Management

You are solely responsible for managing which Users can access content within your institution. You must have a person’s permission to add them as a student or teacher to your institution or any subject therein.

5 Use of the Service

5.1 Monitoring of the Service

We will not access or review Customer Material unless we think that a circumstance corresponding to any of (i) to (iii) below has arisen. You acknowledge that we have no obligation to monitor or review the Customer Material and that you are solely responsible for your use of the Service.

We may access any Customer Material at any time and, in our sole discretion, modify or remove it from the Service if we have reason to believe that:

  • it breaches or may breach this Agreement,
  • it breaches or may breach any applicable law, or
  • it infringes the Intellectual Property Rights of any person.

5.2 Excess or Unauthorised Use

We may limit or restrict access to the Service for any User Account with usage that is, in our reasonable view:

  • excessive, or may degrade the overall operation of the Service; or
  • in breach of this Agreement

6 Intellectual Property

6.1 Licence to use the Service

We grant you a non-exclusive, non-transferable right to use the Service, for the purpose of preparing and delivering training and education activities. All rights not expressly granted to you are reserved by us.

6.2 Stile Toolset

You agree and acknowledge that:

  • the Stile Toolset are the property of us or our licensors; and
  • you do not acquire any right, title, or interest in or to the Stile Toolset.

6.3 Licence to Customer Material

We do not claim any ownership of Customer Material but you must either own the Customer Material or have sufficient permission to use it in connection with the Service.

You grant us a worldwide, non-exclusive, royalty-free, irrevocable licence to use, copy, store, transmit and display the Customer Material to the extent reasonably necessary to provide and maintain the Service for you.

6.4 Library – Licence to other users

We have tools that allow you to publish content (e.g. subjects, lessons, activities etc.) to other platform users via the Library. When another user downloads your publication from the Library, you grant them a license to use said publication within their own lessons. The published content can be removed from the Library, but if a user has already downloaded a copy, you cannot revoke their licence to use the content.

Only lesson content is sharable, you can never share student information, submissions or results.

6.5 Limitations

You must not:

  • license, sub-license, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Stile Toolset in any way;
  • modify or make derivative works based upon the Service or the Stile Toolset;
  • create internet "links" to the Service or "frame" or "mirror" any Stile Toolset on any other server or wireless or Internet-based device; or
  • reverse engineer the Service; or
  • access the Service in order to:
    • build a competitive product or service;
    • build a product using similar ideas, features, functions or graphics of the Service;
    • apply for any trademark similar to the marks used by us; or
    • copy any ideas, features, functions or graphics of the Service.

7 Ongoing development

You acknowledge that we regularly update the Service, releasing new features or improving existing ones. We undertake to consult with you if we reasonably believe such changes could adversely affect your use of the platform.

8 Feedback

You agree that your provision of feedback regarding the Service does not give you any Intellectual Property Rights or any other right, title, or interest in or to software, inventions, or other assets created by us, even if such feedback leads us to create the software, invention, or other asset.

We have no obligation to incorporate feedback into any product or service, and you have no obligation to provide feedback.

9 Termination

Either party may terminate this Agreement, by giving notice to the other party, where that other party:

  • has breached a material term of this Agreement and such breach is not remedied within 30 days of being notified of a requirement to remedy the breach;
  • has on 5 or more occasions in the previous 12 months breached a material term of this Agreement; or
  • is in jeopardy of becoming, or is, insolvent.

10 Warranties and Liability

10.1 Customer Warranties

You warrant that:

  • you have the full right and authority to enter into, execute, and perform its obligations under this Agreement;
  • you have obtained and will at all times maintain (or will procure that Users do these things, as the case may be) all necessary permissions and consents to use Customer Material in relation to the Service.

10.2 Limitation of liability

The Service is provided "as is" and as available, and we make no warranties, either express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, to the full extent permissible under law, we disclaim any implied warranty regarding merchantability, fitness for purpose or non- infringement save to the extent that such warranties are implied on a non- excludable basis by operation of law.

We do not bear, and you release and hold us harmless from, any liability arising in connection with:

  • Customer Material displayed on or submitted to the Service;
  • loss or corruption of the Customer Material for any reason including our negligence; and
  • the use of Customer Material by third parties when shared using the Library.

10.3 Indemnity

You indemnify us, and will keep us indemnified, against any loss, expense, claim, demand, or proceeding made or brought against us arising, directly or indirectly, in connection with:

  • Customer Material uploaded or made available through the Service;
  • the use or granting of any User Account in breach of this Agreement;
  • the breach of any third party’s Intellectual Property Rights;
  • breach of any applicable law, in connection with your use of the Service; or
  • breach of the warranties in clause 10.1.

11 Privacy

11.1 Our obligations

We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data.

11.2 Information we collect

11.2.1 When viewing our websites

As you navigate around the Service, we use common Internet technologies such as cookies to remember your identity and track your engagement with our services. We may track which pages or parts of pages are visited and for how long.

11.2.2 Uploading data

We provide tools for you to upload Customer Material from your local computer. When you choose to do this, we store a copy of the Customer Material on servers operated by us or on our behalf.

11.2.3 Auto-saving

Auto-saving technology is employed to help prevent you from losing work. The auto-saving process will periodically send information you enter into our websites to our servers even if you don’t actively ‘submit’ that information.

11.3 Use of information

11.3.1 Stile will never share your personal information without your consent

We will never sell, trade, rent or otherwise share any of the data that we collect about or from you with third parties, except with your express permission or when compelled to do so by law.

If you use the Service to purchase or otherwise obtain access to content produced by one of our third party content partners, we will provide that third party with your full name and email address so that they may contact you with further information about the content. Any mechanism by which you could obtain such content will clearly identify the relevant third party.

We will never provide third party content partners with information about your students.

11.3.2 Our staff accessing your personal information

If you request support from us, our staff might need to access personal information in order to provide timely and useful assistance. We take our responsibility for your privacy very seriously. Our staff are only permitted to access your personal information in relation to a support request that you raise with us, and only after confirming with you that this will occur. We keep logs of all such staff access and we audit these logs on a regular basis to ensure compliance with our access policies.

11.3.3 We will collect and measure usage statistics

We reserve the right to collect statistics on the utilisation of our platform. We use this data to inform capacity planning, to enforce fair-use policies and as a feedback mechanism to our platform development team. Generally, this information will be used in an aggregated form so that it does not disclose any personal information. In some cases, such as in instances of excess use of the Service, statistics for individual User Accounts may need to be accessed.

11.3.4 We will occasionally contact you.

From time to time, we may contact you or Users you have nominated as teachers by email or other means about your use of the Product, updates or other company news. The emails allow you to opt- out of our campaigns if you so wish. In addition, the Service may send you notifications via email or within the product experience when your attention is needed. We never send marketing or other promotional emails to students.

12 Miscellaneous

12.1.1 Notices

All notices under this Agreement must be given in writing.

We will send notices pursuant to this Agreement to the email address of the authorised contact for you set out in the Subscription or as updated from time to time.

You may send notices pursuant to this Agreement to:

Notices sent by:

  • email will be deemed to have been received on the next business day after they are sent;
  • post will be deemed to have been received on the:
    • 3rd business day after they are sent if sent within Australia; and
    • 5th business day after they are sent if sent outside Australia.

12.1.2 Amendment

We may amend this Agreement from time to time by posting an amended version at our website and sending you notice of the change. Such amendment will be deemed accepted and become effective 30 days after such notice.

12.1.3 No Waiver

The failure of us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

12.1.4 Non-merger

Clauses 3.3, 4.1, 4.8, 6.3, 6.4, 6.5, 8, 10, 12.1.4, 12.1.7, 12.1.8 and 12.1.9 survive the termination or expiry of this Agreement.

12.1.5 Force Majeure

To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

12.1.6 Assignment & Successors

You must give us express prior written notice of any assignment by you of any rights and obligations under this Agreement.

12.1.7 Governing Law

This Agreement will be governed by and interpreted in accordance with the law of the State of Victoria, Australia, without giving effect to any principles of conflicts of laws. You agree to the exclusive jurisdiction of the Courts of Victoria, Australia to determine any dispute arising out of this Agreement.

12.1.8 Severability

If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.

12.1.9 Entire Agreement

This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.

© 2017 Stile Education