Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the services provided by Adeptis Learning Ltd ("Company," "we," "us," or "our"), a company incorporated in New Zealand with company number 9324658 and NZBN 9429052664113, to our clients ("Client," "you," or "your"). By using our services, you agree to comply with these Terms.

2. Services Provided

Adeptis Learning Ltd offers the following services:

2.1 Core Services

• Learning & Development consulting
• Coaching and leadership development programs
• Online learning solutions, including hosting and content development
• Implementation and management of Learning Management Systems (LMS)
• Global SaaS learning platform hosting and deployment
• IT advisory services (including Azure hosting)

For New Zealand Business Clients: Where services are acquired for business purposes, the parties agree that the Consumer Guarantees Act 1993 does not apply, and this agreement specifically excludes its application pursuant to section 43 of that Act.

2.2 SaaS Learning Platform Packages

We offer tiered SaaS learning platform packages across multiple regions:

• New Zealand (Home Advantage): Optimised for local compliance, data sovereignty, and latency-sensitive services
• Australia (Regional Competitive): Designed to meet Australian data residency and privacy requirements
• Global Standard: Available in Asia, North America, Europe
• Extended Regions: Available in Africa, Middle East, South America, Switzerland

2.3 Service Tiers

Our platform packages range from Adeptis Starter (20-50 users) to Adeptis Ultimate (1500+ users) with scalable pricing and features. All packages include:

• Platform licensing
• Regional infrastructure hosting via Microsoft Azure
• Implementation setup and project management
• Email support during business hours
• Security monitoring and automated backups

2.4 Service Language and Localisation

Our services are provided primarily in English. Where localisation (language, cultural, legal) is required, clients must notify us in advance. We may provide translations or local adaptations as a paid service and are not responsible for inaccuracies arising from auto-translation or local legal misalignment unless specifically contracted.

3. Jurisdiction & Governing Law

These Terms are governed by and interpreted under the laws of New Zealand. Any disputes arising from or related to these Terms shall be resolved through:

1. Good faith negotiation between parties
2. If unresolved, through mediation in New Zealand
3. If mediation fails, through arbitration in New Zealand

Clients in other jurisdictions agree to submit to the laws of New Zealand for any legal matters related to these services.
Notwithstanding the above, clients may retain rights and remedies under the mandatory laws of their own jurisdictions, and nothing in these Terms shall exclude or limit any such mandatory rights where applicable. Where local laws require jurisdiction to remain with the client's territory, the parties agree to negotiate in good faith to determine a mutually acceptable dispute resolution mechanism.

4. Pricing and Payment Terms

4.1 Pricing Structure

• Platform License: Fixed monthly per-user fees as specified in your service agreement
• Infrastructure: Monthly hosting costs are indicative and subject to actual Microsoft pricing at the time of contract signing. These costs include optimization, security, monitoring, and backup through Microsoft Azure regional data centres
• Implementation Setup: One-time fixed fees based on selected package tier
• Implementation Credit Program: 20% of implementation fees returned as monthly billing credits over 12 months for clients on 12-month agreements

4.2 Payment Terms

• All prices are exclusive of applicable taxes
• New Zealand customers: GST will be added to invoices
• International customers: Local taxes apply where applicable
• Implementation fees are due according to the payment schedule in your service agreement
• Monthly recurring charges are billed in advance

4.3 Implementation Credit Program

• Available only with 12-month contract commitments
• 20% of implementation costs returned as monthly billing credits
• Credits are non-refundable and have no cash value
• Credits applied to eligible monthly invoices over 12-month period
• Credits cannot be transferred or assigned
• Credits may only be applied to active service invoices and are forfeited if service is paused, cancelled, or suspended.

4.4 Refunds

• Refunds are available under specific conditions (e.g., material service failure)
• Refund requests must be submitted within 30 days of the issue occurrence
• Implementation credits are non-refundable under all circumstances

5. Data Sovereignty and Regional Hosting

5.1 Data Centre Locations

We provide regional data hosting through Microsoft Azure data centres:

• New Zealand: Data stored exclusively in New Zealand data centres
• Australia: Data stored exclusively within Australian borders
• Global Standard: Multiple Azure locations across Asia, North America, Europe (specific regions selected based on client requirements)
• Extended Regions: Specialized Azure regions in Africa, Middle East, South America, Switzerland

5.2 Data Ownership and Portability

• Clients retain full ownership of their data and content
• We do not claim ownership over client data processed through our systems
• We provide data export capabilities and migration assistance upon request
• No termination penalties or data retention beyond legal requirements
• Regional data residency commitments as specified in service agreements
• Upon termination, data export will be supported within 30 days, subject to fair usage and technical feasibility

6. User Accounts & Responsibilities

6.1 Client Responsibilities

• Provide accurate information and maintain account security
• Safeguard login credentials and implement appropriate user access controls
• Implement multi-factor authentication (MFA) where technically feasible
• Where MFA is not technically feasible, clients accept full responsibility for ensuring equivalent security controls
• Notify us immediately of any unauthorized access or security breaches
• Use our services in compliance with applicable laws and regulations
• Ensure compliance with local data protection laws in your jurisdiction
• Disclose any specific compliance requirements before service commencement

6.2 User Management

• Clients are responsible for managing user accounts and access permissions
• Clients must ensure users comply with acceptable use policies
• We reserve the right to suspend accounts that violate terms or pose security risks

7. Service Availability & Performance

7.1 Service Level Commitments

• We strive for 99.9% uptime but do not guarantee uninterrupted service
• Scheduled maintenance will be performed with advance notice where possible
• System Uptime: We are not responsible for third-party cloud outages beyond our control
• Support: Standard email support provided during regular business hours
• Email support responses are typically provided within 1-2 business days

7.2 Service Modifications

• We may modify services, features, or pricing with 30 days' prior written notice
• Existing customers on fixed-term contracts will maintain their current pricing and core service features, except for:
  - Changes required by law or regulation
  - Security updates affecting all users
  - Infrastructure changes beyond our control
  - Changes with 30 days notice and customer approval

7.3 Data Backups and Recovery

• Automated backups are included in all service packages
• Clients remain responsible for ensuring backup adequacy unless otherwise specified in writing

8. Intellectual Property

8.1 Our Intellectual Property

• All platform software, trademarks, and proprietary materials remain our property
• LMS implementations, learning content, and custom solutions developed by us remain our intellectual property unless otherwise agreed in a signed service agreement
• Clients receive a non-exclusive, limited license to use materials provided under their contract
• White-labeling and customization rights as specified in service agreements

8.2 Client Intellectual Property

• Clients retain ownership of their content, data, and proprietary materials
• Clients grant us a limited license to use their content solely for service provision
• We will not use client content for any purpose beyond service delivery without explicit consent

8.3 Third-Party Components

• Our platform may include third-party software components subject to separate licensing terms
• Clients are responsible for compliance with any third-party licensing requirements for their use
• Clients are solely responsible for evaluating the legal and operational suitability of any third-party components used within their environment
• We disclaim all liability for the availability, performance, or security of third-party software components that are not developed or controlled by us

9. Cybersecurity & Data Protection

9.1 Security Measures

We implement reasonable security measures appropriate for our service type, which may include:

• Web application firewall protection where available
• Security policy implementation
• Access controls and authentication measures
• Encryption measures as supported by infrastructure
• Security monitoring through our hosting providers
• Regular security updates as available

Security measures are implemented to the extent supported by our infrastructure providers and may vary based on technical capabilities and industry standards.

9.2 Compliance Framework

• We aim to align with global standards (e.g., New Zealand Privacy Act 2020, GDPR, CCPA), but we do not claim formal certification under these frameworks unless expressly stated
• Clients must disclose specific regulatory requirements for their jurisdiction
• A Data Processing Agreement incorporating the requirements of GDPR Article 28 forms an integral part of these Terms for any processing of personal data of EU data subjects. Clients may request a copy of our standard DPA at any time.

California Consumer Privacy Act (CCPA) Rights

For California Residents: You have the right to:

• Know what personal information we collect and how it's used
• Delete personal information we have collected about you
• Opt-out of the sale or sharing of your personal information
• Correct inaccurate personal information
• Non-discrimination for exercising these rights

To exercise these rights, contact us at contact@adeptislearning.com.

9.3 Security Incident Response

• Prompt investigation and containment of security incidents
• Notification to affected clients and relevant authorities within 3 days for Singapore-based clients, 72 hours for EU clients, or as otherwise required by applicable law
• Cooperation with client incident response procedures
• Documentation and reporting as required by applicable laws
• Where required, we will assist clients in fulfilling their legal obligations to notify affected data subjects or supervisory authorities, including provision of relevant breach details and remediation actions.

9.4 International Data Transfers

• Where client data is transferred across borders outside of the originating jurisdiction (e.g., from the EEA to non-EEA countries), we ensure appropriate safeguards are in place such as Standard Contractual Clauses (SCCs) or equivalent mechanisms approved by relevant authorities. Clients may request evidence of such safeguards as required.

10. Liability Limitations

10.1 Excluded Damages

To the maximum extent permitted by New Zealand law, we are not liable for:

• Indirect, consequential, special, or punitive damages
• Loss of profits, revenue, or business opportunities
• Data loss due to client mismanagement or third-party breaches beyond our control
• Service interruptions due to force majeure events, internet outages, or Microsoft Azure service disruptions
• Any misuse of the platform by clients or their users
• Breach of compliance laws outside those explicitly covered in our service agreements
• Client decisions based on platform data or reporting

We do not warrant that the platform is error-free or fit for every specific business use case

Jurisdiction-Specific Liability Provisions

Australian Consumers: Our services come with guarantees under the Australian Consumer Law that cannot be excluded. For software licenses, our liability for failure to comply with consumer guarantees is limited to resupply of services or payment of the cost of resupply.

European Union: Nothing in these Terms limits liability for data protection violations under GDPR or other mandatory EU consumer protection laws.

United States: State consumer protection laws may provide additional rights that cannot be waived.

Canada: Provincial consumer protection legislation may provide additional remedies.

10.2 Liability Cap

Our total liability for any claim shall not exceed the total amount paid by the client for services in the 6 months preceding the claim. For example, if you paid $2,000 over the past 6 months, our liability is capped at $2,000.

This limitation does not apply where such exclusion or limitation of liability is prohibited by applicable law, including but not limited to GDPR fines, consumer guarantee violations, or other mandatory statutory liabilities. In such cases, liability shall be limited to the maximum extent permitted by law in that jurisdiction.

10.3 Client Indemnification

Clients agree to indemnify and hold harmless Adeptis Learning Ltd against third-party claims arising from their misuse of our services or breach of these Terms.

10.4 Professional Advice Disclaimer

Our services may include guidance or recommendations, but these are provided for informational purposes only and do not constitute legal, financial, or professional advice. Clients should seek independent professional advice before making business decisions. We disclaim liability for actions taken solely in reliance on platform-generated insights, reports, or training outcomes.

11. Consumer Rights and Statutory Guarantees

11.1 New Zealand Consumer Guarantees

For consumers in New Zealand, our services come with guarantees under the Consumer Guarantees Act 1993 that cannot be excluded. Nothing in these Terms limits your rights under this Act.

11.2 International Consumer Rights

These Terms do not exclude or limit statutory consumer rights that are non-excludable under applicable law, including but not limited to:

• Australia: Australian Consumer Law guarantees
• European Union: Consumer rights under applicable EU directives and national laws
• United States: State consumer protection laws and the Magnuson-Moss Warranty Act
• Canada: Provincial and federal consumer protection legislation
• Singapore: Consumer protection under the Consumer Protection (Fair Trading) Act

12. Indemnification

12.1 Client Indemnification

Clients agree to indemnify and hold harmless Adeptis Learning Ltd against claims, losses, or damages resulting from:

• Misuse of the LMS or learning content
• Client content that infringes third-party intellectual property rights
• Client user conduct that violates acceptable use policies (Acceptable use policies refer to reasonable standards of behaviour, security, and legal compliance when using the platform.)
• Breach of these Terms by the client

13. Termination & Cancellation

13.1 Termination Rights

• Either party may terminate with 30 days' written notice
• We may terminate immediately for material breach after 7 days' written notice and opportunity to cure
• We may suspend access immediately for security violations or non-payment

13.2 Effect of Termination

• All outstanding payments become immediately due
• Client data export assistance provided for 30 days post-termination
• Survival of intellectual property, liability, confidentiality, and governing law provisions
• Implementation credits forfeit upon early termination of 12-month agreements

13.3 Data Retention and Deletion

• Client data retained for 30 days post-termination unless longer retention required by law or shorter deletion requested by client
• Secure deletion of client data following retention period
• Immediate data deletion available upon written request (where legally permissible)
• We will confirm data deletion in writing upon completion and provide a certificate of deletion upon request

14. Assignment and Business Transfers

14.1 Our Assignment Rights

We may assign, transfer, or delegate our rights and obligations under these Terms and your service agreement to any third party in connection with:

• Sale or transfer of our business or assets
• Merger, acquisition, or corporate reorganization
• Financing or investment transactions
• Legal restructuring of our business

Data Protection Assignment Limitations

Important: For clients subject to GDPR, CCPA, or other data protection laws, any assignment involving the transfer of personal data processing responsibilities requires compliance with applicable data transfer and controller/processor change requirements. We will ensure appropriate safeguards and notifications are in place.

14.2 Automatic Contract Transfer

In the event of any business transfer:

• All client contracts automatically transfer to the successor entity
• Existing contract terms, pricing, service levels, and commitments remain unchanged
• No client consent required for assignment of ongoing service agreements, except where required by applicable data protection laws
• Successor entity assumes all our obligations under existing contracts

14.3 Client Notification

• Minimum 30 days advance written notice of any business transfer
• Contact information for successor entity provided
• Confirmation that existing terms and pricing remain in effect
• Clear communication of transition timeline and process

14.4 Continuity Protections

• No disruption to ongoing services during transition
• All implementation credits, pricing commitments, and service levels honored
• Existing support arrangements continue without interruption
• Data migration handled seamlessly by successor entity
• The successor entity will honour all existing support obligations, pricing tiers, and data protection commitments unless otherwise agreed in writing

14.5 Client Assignment Restrictions

Clients may not assign their rights or obligations under these Terms without our prior written consent, except:

• Internal corporate reorganizations within the same legal entity group
• Transfers required by operation of law

15. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, government actions, war, terrorism, pandemic, natural disasters, internet infrastructure failures, changes in data protection laws, sanctions, export controls, government-mandated service restrictions, or Microsoft Azure service outages.

The affected party shall notify the other party as soon as reasonably practicable and make all reasonable efforts to resume performance as soon as possible. Prolonged force majeure events exceeding 30 days may result in the right of either party to terminate the affected services without penalty.

16. Confidentiality

Both parties agree to maintain confidentiality of non-public information received from the other party and use such information solely for the purposes of this agreement.

17. Changes to Terms

We reserve the right to update these Terms with 30 days' advance notice. The latest version will always be available on our website. Continued use of services constitutes acceptance of changes.

18. Entire Agreement and Severability

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between parties. If any provision is deemed invalid, the remaining provisions continue in full force and effect.

Multi-Jurisdictional Compliance Notice

This document has been updated to comply with consumer protection and data privacy laws across multiple jurisdictions including New Zealand, Australia, European Union (GDPR), United States (CCPA), Singapore (PDPA), Canada, and UAE. Your rights may vary depending on your location and applicable local laws.