Whiria te reo terms and conditions

T&Cs were last updated on 17 April 2024

1. Application of these T&Cs

  • 1.1 CORE Education Limited owns the product and associated materials (Product) detailed in the Order Form.
  • 1.2 Where we provide you with a Licence to access the Product, these terms and conditions (T&Cs) set out the terms upon which we make it available for your use. We require you to accept these T&Cs in order to access the Product. 
  • 1.3 Unless otherwise expressly agreed, these T&Cs supersede any prior agreements or arrangements in place with you.

2. Definitions

     2.1  In these T&Cs:

  • Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Product, and includes the terms and particulars set out in the Order Form and these T&Cs, and:
  • Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Product; and 
  • your Confidential Information includes the Data.
  • Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted, during your use of the Product.
  • Fees means the fees stated on the applicable Order Form. 
  • Initial Term means the initial term stated on the applicable Order Form. 
  • Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
  • Licence means the licence to access the Product created by the execution of an Order Form. 
  • Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.
  • Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with the Licence. 
  • Order Form means the form specified by us which must be entered into to obtain the Licence. 
  • Personal Information means any information about an identifiable individual. 
  • Privacy Policy means the policy that can be accessed at https://core-ed.org/en_NZ/policies/data-privacy-policy/.  
  • T&Cs means these terms and conditions (or any updated version of these T&Cs where it is updated pursuant to clause 4.1).
  • Us, we, our means CORE Education Limited (company number 1286844) (trading as Tātai Aho Rau Core Education). 
  • User ID means a unique name and/or password allocated to you to allow you to access certain parts or features of the Product. 
  • You means you, or, if acting on behalf of a third party, you and that third party on whose behalf you are acting. 

3. Acceptance of T&Cs

  • 3.1 By accepting the Order Form, you are agreeing to comply with and be bound by these T&Cs. 
  • 3.2 Where your access of the Product is on behalf of another person, you confirm that you are authorised to, and do in fact, agree to these T&Cs on that person's behalf and that, by agreeing to these T&Cs on that person's behalf, that person is bound by these T&Cs. 

4. Changes to our T&Cs

  • 4.1 We may make changes to these T&Cs (that have no material detriment to you) at any time by notifying you of the change by email or by posting a notice which will display when you access the Product. Unless otherwise stated, any changes will take effect from the date set out in the notice. 

5. License to access product

  • 5.1 By accepting the Order Form and agreeing to these T&Cs, we grant you a Licence for your Permitted Persons to access the Product for the Initial Term.
  • 5.2 Should you wish to extend your Licence beyond the Initial Term (or any subsequent term), you may provide us with written notice of your desire to renew no less than 1 month prior to the end of the applicable term (Renewal Notice). Should we receive a Renewal Notice, we may:
    • confirm that the Licence shall be extended for a further duration of 12 months (Renewed Term) on the same terms and conditions; or 
    • confirm that the Licence shall be extended for the Renewed Term subject to your acceptance of proposed modified terms and conditions that shall apply for that Renewed Term.
  • 5.3 Our provision of the Licence to you is non-exclusive. Nothing in these T&Cs prevents us from providing licences to access the Product to any other person, or otherwise limits our rights to deal with the Product as we see appropriate.  

6. Your obligation

  • 6.1 When you access the Product, you must ensure that:
    • only the agreed number of Permitted Users do so; 
    • all access is in accordance with these T&Cs; and
    • all access is in accordance with any Third Party T&Cs that apply when using the Product. 
  • 6.2 When accessing the Product, you must not:
    • resell or make available the Product to any person who is not a Permitted User; 
    • attempt to gain unauthorised access to, or impair any aspect of, the Product;  
    • manipulate the content we have provided via the Product (including via the alteration of the underlying HTML, CSS, or any other code or through the use of image editing tools) and subsequently purport that the modified content or appearance of the Product was published or approved by us; or
    • appropriate our data including by scraping, deep-linking, harvesting, data mining, reverse-engineering, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

7. Fees

  • 7.1 We will provide you with valid GST tax invoices as follows:
    • upon execution of the Order Form, we will provide you with valid GST tax invoice for the full amount of Fees listed for the Initial Term; and
    • prior to the commencement of any Renewed Term pursuant to clause 5.2.
  • 7.2 You must pay the Fees by the date specified in the applicable invoice. 
  • 7.3 If you fail to pay any Fees owing to us, we may:
    • suspend or terminate your Licence pursuant to clause 17.1; and/or
    • charge interest on overdue amounts, calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.  
  • 7.4 All Fees exclude GST unless otherwise stated.

8. Data and Privacy 

  • 8.1 You agree that:
    • we may require access to Data to exercise our rights and perform our obligations under these T&Cs; and
    • to the extent that is necessary (but subject to clause 12), we may authorise a member or members of our personnel to access the Data for this purpose. 
  • 8.2 In addition to the matters outlined in clause 8.1, you further acknowledge and agree that:
    • to the extent that that data contains Personal Information, in collecting, holding and processing that information, we are acting as your agent for the purposes of the Privacy Act 2020. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these T&Cs and our Privacy Policy;
    • you have read and agree to the Privacy Policy;
    • where we are required to disclose your Personal Information to a third party, you authorise us to do so, and you acknowledge that you have read and agreed to such other applicable third party privacy policies that govern your use of the Product; and
    • we may:   
      • store Data (including any Personal Information); 
      • use Data to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
      • use Analytical Data for our internal research and product development purposes, and to conduct statistical analysis and identify trends and insights,

in accordance with our Privacy Policy.

  • 8.3 You grant us an irrevocable, perpetual licence to use the Data for the purposes outlined in this clause 8 and for any ancillary purposes related to our provision of the Product or our activities generally. 
  • 8.4 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is otherwise incorrect, misleading, objectional or otherwise unlawful.

9. User accounts

  • 9.1 Each Permitted User will be required to make a User ID in order to access the Product. 
  • 9.2 The creation of a User ID requires the Permitted User to provide us with some Personal Information about you and to explicitly consent to our collection, processing, and use of this Personal Information. This includes the names and email addresses of the Permitted Users. 
  • 9.3 By making a User ID with us, each Permitted User warrants that:
    • they have read, understand and accept our Privacy Policy (and any applicable third party privacy policies). 
    • they are providing true, current and complete Personal Information. 
    • when the Personal Information you have provided us with changes, they will promptly update it. Failure to do so may result in you being unable to use certain features of the Product. 
  • 9.4 Each Permitted User must:
    • keep the password for their User ID; 
    • not permit any other individual to use their User ID; 
    • immediately notify us if they become aware of any disclosure or unauthorised use of their User ID; 
    • not impersonate or create an account on behalf of anyone else; and
    • not create more than one User ID for their own use. 
  • 9.5 You are required to ensure that each Permitted User is aware of and agrees to these T&Cs. 

10. User provided content 

  • 10.1 Permitted Users may be permitted to upload, submit or publish content (Content) that is made available to other Permitted Users.
  • 10.2 In respect of Content uploaded pursuant to clause 10.1, you:
    • warrant that you are the sole and exclusive owner of the content and you have all rights, licences, consents and releases necessary to grant us and our affiliates a licence to use and reproduce the content. 
    • warrant that the content is not defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or prohibited by law. 
    • authorise us to reproduce that content throughout any of our marketing materials. 
  • 10.3 We may review and monitor user content that is submitted to our site and we reserve the right to remove any content that is inappropriate or unlawful. Where required, we may refer such content to any relevant Government authorities. 
  • 10.4 Our use of the Content is subject to our Privacy Policy. Should we reproduce your Content and that Content includes Personal Information, we will take steps to anonymise it to remove that Personal Information. 

11. Intellectual property

  • 11.1 We (and where applicable, our licensors) own all Intellectual Property Rights in the Product (including but not limited to all information, data, text, graphics, artwork, photographs, names, logos, icons, sound recordings, videos and design). No part of the Product may be distributed or copied for any commercial purpose and you are not permitted to incorporate any of our Intellectual Property into any other work or publication without our prior written consent. 
  • 11.2 You will retain all Intellectual Property Rights in all Data that you provide to us. However, in providing this Data to us, you grant us the rights in respect of that Data outlined in clause 8.
  • 11.3 Notwithstanding clause 11.2, if you provide us with ideas, comments, or suggestions relating to the Product or our delivery of them:
    • all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including any new materials, enhancements, modifications or derivative works) are owned solely by us; and
    • we may use or disclose that feedback for any purpose.  

12. Confidentiality

  • 12.1 Each party must, unless it has the prior written consent of the other party:
    • keep confidential at all times the Confidential Information of the other party; 
    • effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use; and
    • disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, this clause 12.1.
  • 12.2 The obligation of confidentiality in clause 12.1 does not apply to any disclosure or use of Confidential Information:
    • for the purpose of performing a party's obligations, or exercising a party's rights, under these T&Cs;
    • required by law (including under the rules of any stock exchange);
    • which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
    • which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
    • by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 12.

13. Warranties

  • 13.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these T&Cs.
  • 13.2 To the maximum extent permitted by law:
    • our warranties are limited to those set out in these T&Cs, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded; and 
    • we make no representation that the Product will meet your requirements or be suitable for a particular purpose. 
  • 13.3 You agree and represent that you are acquiring the Licence, and accepting these T&Cs, for the purpose of trade. The parties agree that:
    • to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these T&Cs; and
    • it is fair and reasonable that the parties are bound by this clause 13.3.

14. Limitation of liability and Indemnification 

  • 14.1 Nothing in these T&Cs negates or constrains any rights you may have under the law that cannot be excluded. 
  • 14.2 To the extent permitted by law, we and our Licensors have no liability to you or any other person for any Loss in connection with:
    • the Product being unavailable or any suffering any temporary performance issues; 
    • the restriction of your access to the Product due to your breach of the T&Cs; 
    • any errors in the content of or omission of content from the Product; or
    • the discontinuation of the Product; 
    • any privacy breach suffered by a third party (who you have authorised us to disclose your Personal Information to); 
    • any exposure to viruses or other forms of interference which may damage your computer system, mobile device or any other device you are accessing the Product from or exposes you to fraud when accessing the Product; 
    • any other website that is linked to from the Product. 
  • 14.3 In addition to the exclusions set out in clause 14.2, to the maximum extent permitted by law:
    • you access and use the Product at your own risk; and
    • we are not liable or responsible to you or any other person for any Loss under or in connection with these T&Cs, the Product, or your access and use of (or inability to access or use) the Product.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise. 
  • 14.4 To the maximum extent permitted by law and to the extent that clauses 14.2 and 14.3 do not apply, we limit our total liability to you to the amount of Fees paid by you to us pursuant to the most recent invoice provided to you under clause 7.1.
  • 14.5 Neither party will be responsible, liable, or held to be in breach of these T&Cs for any failure to perform its obligations under these T&Cs or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these T&Cs, or by the negligence or misconduct of the other party or its personnel.
  • 14.6 Subject to clause 14.5, you indemnify us and our directors, employees and agents for all Loss we suffer or incur as a direct or indirect result of your failure to comply with these T&Cs. 

15. Linking 

  • 15.1 The Product may include links to third party materials and websites. Such links do not imply control, endorsement, affiliation or approval of or responsibility for those sites and their contents, operations, products or operators. Such links are for your convenience only. We will not be liable for any direct or indirect loss or damage suffered by you when accessing and interacting with any linked websites. 

16. Suspension 

  • 16.1 If we consider that you have breached these T&Cs we may immediately, and without notice, suspend your Licence and limit your ability to access the Product.
  • 16.2 For the avoidance of doubt, suspension of your Licence pursuant to clause 16.1 has no impact on the duration of the Initial Term or Renewed Term (as applicable). 

17. Termination and suspension 

  • 17.1 Unless terminated earlier pursuant to the remainder of this clause 17, these T&Cs and the Licence they confer persist until the end of the Initial Term or the most recent Renewed Term (as applicable).
  • 17.2 Either party may, by notice to the other party, immediately terminate these T&Cs and your Licence if the other party:
    • breaches any material provision of these T&Cs and:
      • the breach is not remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
      • the breach is incapable of being remedied; or
    • becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
  • 17.3 We may terminate these T&Cs and your Licence if we cease to offer the Product. 
  • 17.4 Unless we terminate these T&Cs and your Licence pursuant to clause 17.3, you will not be entitled to a refund of any Fees that you have already paid. Should we terminate these T&Cs and your Licence pursuant to clause 17.3, you will be entitled to a pro-rata refund of the Fees paid for the period for which you will not have access to the Product. 
  • 17.5 Termination of these T&Cs and your Licence does not affect either party's rights and obligations that accrued prior to termination (except where otherwise expressly stated).  

18. Assignment 

  • 18.1 You cannot assign or transfer any of your interests in relation to these T&Cs without our prior written consent. 
  • 18.2 We may transfer any or all of our interests and obligations under these T&Cs to any affiliate, entity we enter into a joint venture with or any entity that we are sold to or merged with without notice to you. If we do this we will not be held liable for any subsequent breach of these T&Cs by the assignee. 

19. General

  • 19.1 If we need to contact you, we may do so by email or by posting a notice which you will see when you next access the Product. You agree that this satisfies all legal requirements in relation to written communications. 
  • 19.2 For us to waive a right under these T&Cs the waiver must be in writing.
  • 19.3 Clauses which, by their nature, are intended to survive termination of these T&Cs (including clauses 6.2, 7.2, 7.3, 8, 10, 11, 12, 13, 14, 17, 19, 20) continue in force.
  • 19.4 If any part or provision of these T&Cs is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these T&Cs. The remainder of these T&Cs will be binding on you.
  • 19.5 These T&Cs set out everything agreed by the parties relating to your use of the Product and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these T&Cs. The parties have not relied on any representation, warranty or agreement relating to the Product that is not expressly set out in the T&Cs, and no such representation, warranty or agreement has any effect from the date you agreed to these T&Cs.  

20. Governing law

  • 20.1 These T&Cs, and any dispute relating to these T&Cs or the Product, 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 T&Cs or the Product.