Terms and Conditions

Overview 

Application. These terms set out the conditions under which we (Wellington Uni-Professional Limited, a New Zealand limited liability company, NZBN 9429048586573) provide SPRING into Maths. By completing the account sign up form, you agree to be bound by these terms.

You. SPRING into Maths is only available to: 

  • New Zealand schools; and 
  • Support Service Providers (for example, RTLBs) 

“You” refers to your school or Support Service Provider (as applicable). You are accepting these terms on behalf of your school or Support Service Provider. If you are not authorised to do so, an appropriate person should accept these terms (for example, your school principal). 

Our obligations. We will provide SPRING into Maths and any associated services to you in accordance with these terms. 

Your obligations. You must only use SPRING into Maths in accordance with these terms. 

Updates and changes. We may update or change these terms at any time. If any change is required (in our sole opinion) to secure any customer information or any computer system, or to comply with any change of law, we may make such change immediately. All other changes will be effective from your next purchase. 

SPRING into Maths 

SPRING into Maths. SPRING into Maths is a support program for primary and intermediate school students requiring extra support with numeracy. 

School usage. If you are a school:  

  • SPRING into Maths is licensed to your school. You must not share SPRING into Maths with any other person (including other schools); 
  • you may use SPRING into Maths for any number of students enrolled at your school. You may make an appropriate number of copies of SPRING into Maths content for those students; and 
  • you may provide copies of SPRING into Maths content to your teachers, provided that you inform the recipients that SPRING into Maths content is only to be used for students at your school, and must not be shared with others. 

Support Service Provider usage. If you are a Support Service Provider: 

  • SPRING into Maths is licensed to your organisation. You must not share SPRING into Maths with any other person (including schools) except in accordance with this clause; 
  • you may use SPRING into Maths for any number of students for whom you are provided support services. You may make an appropriate number of copies of SPRING into Maths content for those students; 
  • you may demonstrate SPRING into Maths to schools and teachers with an interest in the program, but must not provide separate copies of SPRING into Maths content for the school to use themselves. Schools must licence SPRING into Maths directly from us; and 
  • you may provide copies of SPRING into Maths to your employees, provided that you inform the recipients that SPRING into Maths content is only in accordance with this clause, and must not be shared with others. 

Training services 

Training required. You must ensure that all teachers, assistants and other people involved in delivering the SPRING into Maths program complete an approved training program before using SPRING into Maths with students. 

Training programs and facilitators. The current approved training programs are available on the SPRING into Maths website. These will usually consist of a half day, face-to-face training session with a SPRING into Maths facilitator at your school or with a group of other schools (up to a maximum of 12 participants). 

Training costs. You must meet the training costs. These are listed on the SPRING into Maths website. 

Ownership and intellectual property 

Ownership of SPRING into Maths. We retain all ownership and other rights to SPRING into Maths, including Intellectual Property Rights in SPRING into Maths content, this website, and the SPRING into Maths brand and URLs. You do not obtain any proprietary right or licence to SPRING into Maths under these terms. 

No copying. Except as otherwise expressly permitted by these terms, you must not: 

  • copy any SPRING into Maths content (to avoid doubt, including this website); nor 
  • duplicate any SPRING into Maths content or methods. 

To avoid doubt, this prohibition extends to attempting to, or procuring or allowing others to copy or duplicate. 

DRM. You acknowledge that we may use digital rights management technologies to ensure SPRING into Maths content is not misused. You must not attempt to circumvent any digital rights management technologies. 

Copyright statements. You must ensure that any permitted copies of SPRING into Maths content include all copyright notices, licensing statements and any other watermarks.  

Customer accounts, website and other channels 

Accounts. You must set up an account in order to use SPRING into Maths. You must complete the account sign up form honestly and using genuine information (e.g. your actual email address and school name).  

Account secure. You must only use your own account and not share account information with others. You must keep your password and any other validation tools (e.g. two-factor authentication devices) secure. We are entitled to rely on any instructions or communications received from a valid log in. 

Suspension. We may suspend or disable your account if, in our sole opinion: 

  • it is necessary to secure any customer information or computer system; 
  • it is necessary to comply with any change in law; 
  • your account is being misused or has otherwise been compromised; or 
  • you breach these terms. 

Information and data 

Collection of customer account information. In providing you SPRING into Maths, we may collect the following information (“Account Information”): 

  • your name and status information (for example, your school name and NZBN); 
  • your contact information; and 
  • staff names and contact information (for example, authorised person contact information). 

Ownership. You retain ownership of all Account Information. You grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence to use and copy Account Information as set out in these terms. 

Account information confidential. We will take reasonable steps to keep Account Information confidential. We will only disclose Account Information when permitted by this clause. 

Analytical information. In providing you SPRING into Maths, we may also collect the following information (“Analytical Information”): 

  • your use and usage patterns of SPRING into Maths and this website; 
  • log on information (for example, account log-ons and internet protocol addresses and time of use); and 
  • support service queries, bug reports, modification and improvement requests, and any other feedback about SPRING into Maths. 

Ownership. We will own all Analytical Information.  

Use of information. We may use Account Information and Analytical Information to: 

  • perform our obligations under these terms; 
  • monitor your use of SPRING into Maths and this website; 
  • contact you to discuss SPRING into Maths;  
  • improve the functionality or operation of SPRING into Maths and this website; and 
  • compile statistics and reports on the use of SPRING into Maths and associated services (provided that if we make any information available publicly or to third parties, all statistics will be aggregated and anonymised so that no individual customer is identified).  

Public disclosure. We may only disclose Account Information publicly: 

  • when permitted by these terms; 
  • with your prior approval;  
  • where the Account Information becomes generally known (other than due to breach of these terms); or 
  • where required by applicable law. 

Disclosure to staff etc. We may disclose Account Information to our related parties, staff, agents and professional advisers, provided that such recipients are subject to obligations of confidentiality similar to those in these terms. To avoid doubt, this includes employment agreements and terms of engagement that include obligations of confidentiality. 

Return or destruction of Account Information. At your request, we will return or securely destroy all Account Information that we hold or control. We may keep copies of the Account Information that are retained in accordance with our ordinary backup or archive procedures, or where required by law, provided that such copies are not readily accessible in the ordinary course of business.  

Personally identifiable information. In addition to this clause, the Te Herenga Waka – Victoria University of Wellington privacy policy applies to Account Information and Analytical Information that is also personally identifiable information (as defined in applicable New Zealand privacy and data protection laws). 

Fees and taxes 

Fees. You will pay us the fees set out on the SPRING into Maths website. Typically this will be a one-off fee, payable in advance using our online payment system. 

GST. Except where otherwise stated, all fees exclude GST. 

Termination 

Termination for cause. We may terminate these terms and your licence to use SPRING into Maths immediately on notice if you: 

  • breach the terms of your licence to use SPRING into Maths (for example, making unauthorised copies); 
  • commit a material breach of these terms; and/or 
  • become insolvent or cease operating. 

If we terminate these terms and your licence to use SPRING into maths under this clause, you must immediately stop using SPRING into Maths and return or securely destroy all SPRING into Maths content. 

Discontinuing product. We may terminate these terms by notice to you if we discontinue SPRING into Maths for any reason. We will use reasonable endeavours to provide as much notice as practicable. 

Change of law. We may terminate these terms by notice to you if there is any change of law that makes it illegal or impossible to provide SPRING into Maths or any associated services. We will use reasonable endeavours to provide as much notice as practicable, but you acknowledge that this may not be possible in the event of urgent or sudden changes of law. 

Licence continues. If we terminate these terms because SPRING into Maths is discontinued or there is a change of law, you may continue to use SPRING into Maths content in accordance with your licence, however no further support or assistance will be available from us. 

Accrued rights. The termination or expiry of these terms does not affect any rights of a party which prior to the date of termination, or relate to any breach of these terms that arose prior to the date of termination.  

Survival. The following clauses, together with any other clauses that, by their nature, are intended to survive the termination of these terms continue to apply to each of us following termination of these terms:  

  • SPRING into Maths licence terms 
  • ownership and intellectual property 
  • information and data 
  • liability 
  • dispute resolution 

Warranties 

Mutual warranties. We each warrant that we have full power and authority to enter into and perform its obligations under these terms which, when agreed, will constitute binding obligations on the warranting party. Each party warrants that the person that actually agrees to these terms is authorised to do so. 

No implied warranties. To the maximum extent permitted by law, our warranties are limited to those set out in these terms, 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, to the extent that they cannot be excluded, liability for them is limited in accordance with the next clause (relating to liability). 

Liability 

Unrecoverable loss. Neither of us is liable to the other under or in connection with these terms or using SPRING into Maths for any:  

  • loss of profit, revenue, savings, business, use, data, and/or goodwill; or 
  • consequential, indirect, incidental or special damage or loss of any kind. 

Liability capped. Our maximum aggregate liability under or in connection with these terms or relating to SPRING into Maths, whether in contract, tort (including negligence), breach of statutory duty or otherwise will not exceed the fees paid in the 12 months preceding the event giving rise to the claim. 

Indemnity. You indemnify us on a full indemnity basis, against any actions, proceedings, losses, damages, liabilities, claims, costs and expenses (including fines, penalties, legal and other professional costs) that we incur or suffer, as a direct or indirect result of you breaching a material term of these terms. 

Mitigation. Each of us must take reasonable steps to mitigate any loss or damage, cost or expense we may suffer or incur arising out of anything done or not done by the other under or in connection with these terms. 

Dispute resolution 

Disputes. If any claim or dispute (a “Dispute”) arises between us as to anything in connection with these terms, the Dispute will be resolved in accordance with this clause. 

Good faith discussions. Either of us may give notice to the other specifying the scope and nature of the Dispute. Both parties will then discuss the Dispute and will negotiate in good faith to resolve the Dispute. 

Arbitration. If we do not resolve the Dispute by good faith discussion within ten working days, then either of us may refer the dispute to arbitration in accordance with the Resolution Institute Arbitration Rules. The arbitrator will be selected by the Chair of the Resolution Institute unless both parties agree on another arbitrator. 

Notice and notifications 

Electronic notices. All notices under these terms may be given electronically. 

Customer notices. You may give notice to us by email to: 

profdev@vuw.ac.nz  

SPRING into Maths notices. We may give notice to you by: 

  • email to the email address specified by you in the account signup for m; or 
  • reply email to the sender of any email address sent by or on behalf of you to us. 

Time of receipt. A notice will be considered to be received when sent by email at the time the email enters the recipient’s information system and it is not returned undelivered or as an error. Despite this, a notice received after 5pm on a business day or on a day that is not a business day will be considered to be received on the next business day.  

Change of email addresses. Either of us may change a specified email address by notice to the other. 

General 

Non-exclusive. SPRING into Maths is not provided exclusively to you.  

Force majeure. Neither of us is liable to the other for any failure to perform our obligations under these terms to the extent caused by force majeure or other extraordinary event beyond the control of a party, provided that the affected party: 

  • immediately notifies the other party and provides full information about the event; 
  • uses best efforts to overcome the event; and 
  • continues to perform its obligations to the extent practicable. 

Consumer Guarantees Act 1993 (NZ): We both agree that the services to be provided under these terms are not of a kind ordinarily acquired for personal, domestic, or household use or consumption. The Consumer Guarantees Act 1993 therefore does not apply. We each acknowledge that it is fair and reasonable that the Consumer Guarantees Act does not apply in these circumstances. 

Rights of third parties. No person other than you and we have any right to a benefit under, or to enforce, these terms. 

No waiver. A failure, delay or indulgence in exercising any power or right under these terms will not amount to a waiver of such power or right. An exercise of any power or right under these terms does not affect the right to exercise that power or right again, or exercise other powers and rights under these terms. 

Severability. If any part of these terms is found illegal, void or unenforceable, the remaining parts of these terms will remain in full force. 

Governing law. These terms are governed by New Zealand law and we both agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand. 

Electronic acceptance. These terms will be deemed to be executed when you indicate acceptance and complete the account signup form.