TERMS OF SERVICe

Teacher’s Buddy is a Software as a Service (SaaS) platform that utilises AI to assist in content generation for educational purposes. By using our Services, you agree to these Terms of Service and our Privacy Policy.

General Guidelines on the Use of AI Generated Material:

Use AI content as a draft: AI-generated content should be considered a starting point, requiring your professional input to finalise.
Check for bias and accuracy: AI might produce biased or incorrect content. Always verify content before use.
Be aware of AI limitations: The underlying AI language model is not up to date in its knowledge of world events. Consider this when dealing with recent topics.
Protect privacy: Do not enter personally identifiable information of students, parents, or others into our Services.

1. Acceptance

You acknowledge and agree that you accept these Terms and Conditions (Terms) by clicking ‘’I accept’’ or otherwise accepting these when you sign up to receive the Services.

2. Our Services

We provide the following services to you:
a) access to our Platform
Our Services do not constitute, and are not a substitute for, teaching, financial, legal or risk management advice.
We give no warranty or representation that the content generated by the Platform complies with any required curriculum or governmental or Ministry of Education requirements and standards and that such compliance is solely up to the user and the user, and the user uses of the Platform in reliance on their own judgment.
We will not be responsible for any other services unless expressly set out on in this Agreement or on our Platform.
All variations to our Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of our Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
Notwithstanding clause 2.10, you agree that we may vary our Services or the Price at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to our Services or Price, you may, before the end of the Variation Notice Period, terminate this Agreement by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect, your Subscription will be cancelled and clause 12.5 will apply. Upon cancellation of your Subscription:
a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and
b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

3. Account

You must choose a Subscription and agree to these Terms before you create an Account in order to access and use our Platform.
While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
a) keep your information up-to-date (and ensure it remains true, accurate and complete);
b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4. Subscriptions

Once you have chosen a Subscription, you will be able to create your Account.
The details of your Subscription are set out in the Schedule, including the Subscription Features, Subscription Fees and Subscription Periods.
During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set in the Schedule (Billing Cycle).
Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Subscription Period.
You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
Late Payments: If any Subscription Fees are not paid on time, we may:
1. Suspend your access to our Services (including access to our Platform); and
2. Charge interest on any overdue payments at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

5. Platform Licence

While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out in the Schedule).
You must not (and you must ensure that your Authorised Users do not):
a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
c) introduce any viruses or other malicious software code into our Platform;
d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Availability, Disruption and Downtime

While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

7. Intellectual Property and Data

We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data‍
We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

a) supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under this Agreement;
b) diagnose problems with our Services;
c) improve, develop and protect our Services;
d) send you information we think may be of interest to you based on your marketing preferences;
e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
f) perform our obligations under this Agreement (as reasonably required).
You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.
You are responsible for (meaning we are not liable for):
a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
b) backing up Your Data.
When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
If you do not provide Your Data to us, it may impact your ability to receive our Services.

8. Confidential Information and Personal Information

While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at [insert link], and applicable privacy laws.
You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9. New Zealand Consumer Laws

To the maximum extent permitted by law, our warranties are limited to those expressly stated in this Agreement. Any implied condition or warranty (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) is excluded.
You agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:
a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the supply of the Services or the Agreement; and
b) it is fair and reasonable that the Parties are bound by this Agreement, including this clause 9.2.
This clause 9 will survive the termination or expiry of this Agreement.

10. Warranties and Representations

Each Party represents and warrants that:
a) it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
b) this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.
You represent and warrant that:
a) all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
b) entering into this Agreement and using the Platform has been done solely in reliance on your own judgment and not on any warranties or representations made by us.
c) no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting you or your property are occurring or are likely to occur; and
d) if you enter into this Agreement as a trustee of a trust, then:
1. you are a trustee of the relevant trust and have been validly appointed;
2. you have full and valid power, authority, consents and approvals under the relevant trust deed to execute the Agreement and carry out the transactions contemplated by the Agreement; and
3. you have the right to be indemnified out of the assets of the relevant trust for all liabilities incurred by you under the Agreement.

11. Liability

To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
b) your failure to comply any prescribed curriculum or other laws or regulations relating to teaching and teaching content or Ministry of Education requirements.
c) any use of our Services by a person or entity other than you or your Authorised Users.
Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:
a) neither we or you are liable for any Consequential Loss;
b) a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and
c) our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

12. Termination

We may terminate this Agreement (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
a) you fail to pay your Subscription Fees when they are due;
b) you or your Authorised Users breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;
c) you or your Authorised Users breach this Agreement and that breach cannot be remedied; or
d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
You may terminate this Agreement if:
a) we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or
b) we breach this Agreement and that breach cannot be remedied, and if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
We may terminate this Agreement at any time by giving you 30 days’ notice, and if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
You may also terminate this Agreement at any time by giving us 30 days’ notice to our email for notices (as set out in clause 13.12), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
Upon termination of this Agreement, we will retain Your Data (including copies) as required by law or regulatory requirements.
Termination of this Agreement will not affect any other rights or liabilities that we or you may have.

13. General

Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
Disputes: Neither Party may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) unless the Parties first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent either Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
a) If the Dispute is not resolved at that initial meeting, the matter will be referred to mediation or arbitration as specified in the Agreement.
Entire Agreement: This Agreement contains the entire understanding between the Parties and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments, and agreements, in respect of its subject matter.
Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused by a Force Majeure Event.
a) Provisions for notification and mitigation in the event of a Force Majeure Event will be as stipulated in the Agreement.
Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
Governing law: This Agreement is governed by the laws of New Zealand, and any matter relating to this Agreement is to be determined exclusively by the courts in New Zealand.
Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.
Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
Notices: Any notice you send to us must be sent to info@teachersbuddy.com. Any notice we send to you will be sent to the email address registered against your Account. Notice will be deemed to have been served at the time of transmission in the case of email
Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
Subcontracting: We may subcontract the provision of any part of our Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractors.
Survival: Clauses 7 to 12 will survive the termination or expiry of this Agreement.
Third Party Sites: Our Platform may contain links to websites operated by third parties. We do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites.
Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

14. Definitions

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings given to them in the Schedule, and: Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform, available at https://go.teachersbuddy.com.
Schedule means the schedule to this Agreement.
Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Features means the features and limitations of your chosen Subscription, as set out in the Schedule.
Subscription Fees means the fees you pay to us to access your chosen Subscription, as set out in the Schedule.
Subscription Period means the duration of your Subscription, as set out in the Schedule.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

15. Interpretation
In this Agreement, unless the context otherwise requires:

a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;
a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns;
a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
a reference to time is to local time in Auckland, New Zealand; and
a reference to $ or dollars refers to the currency of New Zealand from time to time.