Terms and Conditions of Service
1. Definitions
In these Terms:
“Commencement Date” means the date the Be The Change welcome email is sent;
“Completion Date” means the date 12 months after the Be The Change welcome email is sent;
“Charges” means the non-refundable fees for the Services, including taxes, as set out on the purchase page, which are payable in accordance with these Terms;
“Claim” means any action, demand, claim or proceeding;
“Day” means a working day;
“Data Privacy Laws” means all laws in the relevant jurisdiction that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the Singapore Personal Data Protection Act 2012 (No. 26 of 2012), Personal Data Protection Regulations 2014 (S 362/2014) and any legally enforceable obligations that provide a standard of protection that is at least comparable to that under the Personal Data Protection Act 2012 (No. 26 of 2012) if any of the parties is located outside of Singapore;
“Documentation” means the information and materials made available to the User by Orenda Learning in connection with the Services;
“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Loss” means any cost, expense, loss, fine, penalty, damage or liability;
“Orenda Learning” means Orenda Learning Pte. Ltd.;
“PDPA” means the Personal Data Protection Act 2012 (No. 26 of 2012);
“Personal Data” has the meaning given under the PDPA or the meaning equivalent to that under the PDPA in a foreign jurisdiction for users located outside of Singapore;
“Platform” means learning management system where the Services can be accessed – initially Brightspace, but subject to change at Orenda Learning’s sole discretion;
“Customer” means the person who purchases Services from Orenda Learning;
“Services” means the provision of the Be The Change Course and Toolkit by Orenda Learning consisting of eLearning modules accessed via the Platform;
“Terms” means these terms and conditions for the supply of the Services; and
“User” means a person who is a user of the Services.
2. The Services
2.1. Orenda Learning is the creator of the Be The Change program which consists of a Course and Toolkit.
2.2. The contract will be deemed to have been created between the parties to this Terms upon agreeing to the Terms.
2.3. The Terms constitutes the entire agreement between the parties. The Customer acknowledges that they have not relied on any statement, promise, representation, assurance or warranty made by or given on behalf of Orenda Learning, which is not set out in the Terms.
2.4. The Services and Documentation are provided “as is” without any representation or warranty of any kind whether express or implied, including but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
2.5. Orenda Learning does not warrant or make any representations regarding the use or the results of the use of the Service or materials on the Platform or on third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise.
2.6. Orenda Learning does not warrant that the Service or the Platform will be uninterrupted, error-free or free from viruses. The Customer acknowledges that random errors and glitches may occur to the Platform and understands that such issues are common and often unavoidable.
2.7. The Customer acknowledges and agrees that Orenda Learning may delegate part or all of the Services to its agents, representatives, employees, contractors or subcontractors.
3. Accessibility
3.1. On Orenda Learning’s receipt of the Customer’s confirmation and payment of the Charges by the Customer, Orenda Learning shall use Customers details to create an access code which will allow the User to access the Services.
3.2. Access codes will provide the User with access to move within the Platform. Access to the Services will be limited 12 months from the date the Be The Change welcome email is sent.
3.3. Access codes are single user codes. The User shall not, and the Customer shall ensure that the User shall not, share access codes with any other party. The Customer will be, and will ensure that the individual Users are, responsible for keeping the access codes confidential and secure.
3.4. The Customer may not change or withdraw the User’s details once it has been provided to Orenda Learning.
4. Charges and Payment
4.1. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel purchases made.
4.2. These restrictions may include purchases placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address.
4.3. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
4.4. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
4.5. You agree to provide current, complete and accurate purchase and account information for any purchase you make with us.
4.6. Purchases made are non-refundable.
5. Cancellations or amendments by Orenda Learning
5.1. Orenda Learning shall use its reasonable endeavours to adhere to the advertised description of the Services but it reserves the right to amend or cancel any part of the Services. This includes, but is not limited to, changes to Orenda Learning’s service and Platform provider, Edutech.
5.2. On the occurrence of changes to the Services (other than cancellation which is dealt with under Clause 5.3), Orenda Learning shall use all reasonable endeavours (subject to the Orenda Learning’s right to amend the charges payable) to provide reasonable alternative Services to the Customer which shall be the Customer’s sole remedy.
5.3. On the occurrence of the Services or part of the Services being cancelled by the Customer, no fees paid hereunder will be refundable.
5.4. Save for as set out in this Clause 5, Orenda Learning shall not be responsible for any other costs incurred by the Customer as a result of cancellation or amendment of the Services or any part of the Services.
6. Term and Termination
6.1. This Terms shall commence on the Commencement Date and shall continue in full force and effect until the Completion Date.
6.2. This Terms may be terminated by Orenda Learning at any time by immediate notice in writing to the Customer if the Customer breaches this Terms in a material way and the breach is either incapable of being remedied or is not remedied within 7 days’ notice requiring it to be remedied.
6.3. On termination of this Terms for any reason, all licences granted to the User under this Terms shall immediately terminate. No fee paid hereunder shall be refundable notwithstanding the termination of this Terms or for any reason whatsoever.
6.4. Any provision of this Terms which is expressly or by implication is intended to come into or remain in force on or after termination will remain in full force and effect despite the expiry or termination of this Terms.
7. Links to Third Party Sites
7.1. Orenda Learning may through its Platform present links to third party websites, videos, articles and photos not owned or operated by Orenda Learning. Orenda Learning shall not be responsible for the availability of these sites or their content. Orenda Learning shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the User’s use of or reliance on any content of any such site or goods or services available through any such site.
8. Compatibility
8.1. The Platform is supported on most web browsers.
8.2. It is the Customer’s responsibility to ensure the compatibility of software. Full settlement of the Charges will be due in the event of failed access due to incompatible software and/or devices.
9. Intellectual Property Rights
9.1. All Intellectual Property Rights in or arising out of or in connection with the Services and Documentation shall be owned by Orenda Learning. Except as expressly stated herein, this Terms does not grant the User or Customer any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property Rights in respect of the Services or the Documentation.
9.2. Subject to this Terms, Orenda Learning hereby grants the Customer and all approved registered Users a personal, worldwide, non-transferable, non-exclusive, non-sub-licensable right and licence to copy, reproduce, communicate and adapt the Documentation, solely within the scope of their status as student Users of the Platform and solely for non-commercial educational purposes.
9.3. Except as otherwise provided in this Terms, the Customer will ensure that no part of the Platform or Documentation may be copied, reproduced, republished, downloaded, posted, broadcasted, communicated, transmitted, made available to the public, adapted, altered or otherwise for any purpose other than the application of service work.
10. Limitations of Liability and Indemnity
10.1. Orenda Learning shall not be liable to the User or Customer in contract, delict (including negligence) or otherwise arising out of or in connection with this Terms for any: (a) indirect, incidental, special or consequential loss or damage (whether or not such loss or damage is of the types specified in Clauses 10.1 (b) and (c) below; or (b) loss of or corruption to data (including software) or any other information; and (c) loss of revenue or the loss of money. In any case, whether or not such losses or damages were foreseen, foreseeable, known or otherwise.
10.2. The aggregate liability of Orenda Learning for any breach of the terms of this Terms, or otherwise in relation to the subject matter of this Terms in contract, delict (including negligence) or otherwise shall in no event exceed the Charges paid by the User in the Invoice.
10.3. Orenda Learning accepts no responsibility for any loss incurred while using material or information on the Platform.
10.4. The Customer indemnifies Orenda Learning in respect of any Loss, damages, Claims and expenses (including reasonable legal expenses) that may be suffered or incurred by the other arising from or in connection with:
(a) anything (including damage, loss, injury and death) caused or contributed to by the act, omission, negligence or default of the Customer or the User;
(b) breach by the Customer of any provision of this Terms; and
(c) infringement or alleged infringement of any Intellectual Property Right by the Customer or any third party arising out of the provision of the Services; except to the extent that the loss is caused or contributed to by the wrongful act or negligence of Orenda Learning.
11. Privacy
11.1. User details are managed in accordance with this Clause 11.
11.2. During and after termination of this Terms, the Parties must comply with:
(a) all applicable Data Privacy Laws, including but not limited to data breach notification requirements under the PDPA or a standard of protection that is at least comparable to that under the PDPA if the Customer is located outside of Singapore; and
(b) each party’s respective Privacy Policies.
11.3. The Customer warrants that consent has been obtained from the Users to disclose their personal data to Orenda Learning and its subcontractors for the purpose of fulfilling its obligations under this Terms and provision of the Services.
11.4. Oreanda Learning generally do not collect the Customer or User’s Personal Data except where:
(a) it is provided to Orenda Learning voluntarily by the Users directly, or via the Customer, who has been duly authorised by the User to disclose the User’s Personal Data to Orenda Learning after (i) the User has been notified of the purposes for which the data is collected, and (ii) the User has provided written consent to the collection and usage of the User’s Personal Data for those purposes, or
(b) collection and use of Personal Data without consent is permitted or required by the PDPA or other laws. Orenda Learning shall seek the User’s consent directly or via the Customer before collecting any additional Personal Data and before using the User’s
Personal Data for a purpose which has not been notified to the User (except where permitted or authorised by law).
11.5. We may collect and use your Personal Data for any or all of the following purposes:
(a) performing obligations in the course of or in connection with our provision of the Services requested by Customer on the User’s behalf and as required to create, manage and maintain the User accounts (whether by itself or by authorised subcontractors), including details such as name, E-mail address and grade level of each user, and ;
(b) verifying the User’s identity;
(c) responding to, handling, and processing queries, requests, applications, complaints, and feedback from the Customer and User;
(d) managing your relationship with us;
(e) complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
(f) any other purposes for which the Customer has on behalf of the User provided the information;
(g) transmitting to any unaffiliated third parties including our third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes; and
(h) any other incidental business purposes related to or in connection with the above.
11.6. We may disclose the User’s Personal Data:
(a) where such disclosure is required for performing obligations in the course of or in connection with our provision of the Services requested by the User or the Customer on behalf of the User; or
(b) to third party service providers, agents and other organisations Orenda Learning has engaged to perform any of the functions listed in clause 11.5 above for Orenda Learning.
11.7. The purposes listed in the above clauses may continue to apply even in situations where the Customer’s relationship with Orenda Learning (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with the Customer).
12. Assignment
12.1. Orenda Learning may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Terms and may subcontract or delegate in any manner any or all of its obligations under the Terms to any third party, representative, employee or agent.
12.2. The Customer shall not, without the prior written consent of Orenda Learning, assign or otherwise transfer any of its rights or obligations under this Terms.
13. Force Majeure
13.1. Orenda Learning shall not be liable for any delay in performing or failure to perform its obligations under these terms due to any cause outside Orenda Learning’s reasonable control. Such delay or failure shall not constitute a breach of this Terms and the time for performance of the affected obligation shall be extended by such period as is reasonable.
14. No Agency
14.1. Neither party shall, in performing the Services or their obligations under the Terms, hold themselves out or permit any person to hold itself out as being authorised to bind the other party in any way and will not do any act which might reasonably create the impression that it is so authorised.
15. Variation
15.1. These Terms may be varied by Orenda Learning at any time on giving the Customer adequate notice in writing (including by e-mail).
16. Severability
16.1. If and in so far as any part or provision of these Terms is or becomes void or unenforceable, it shall be deemed not to be, or never to have been or formed, a part of the Terms and the remaining provisions shall continue in full force and effect.
17. Waiver
17.1. The failure of either party to exercise or enforce any right conferred on that party by these Terms shall not be deemed to be a waiver of any such right or operate to bar the exercise or enforcement thereof at any time or times thereafter.
18. Notices
18.1. If either party gives or is required to give a notice to the other party under this Terms, it must be:
(a) in writing;
(b) directed to the recipient’s address at 7 Temasek Boulevard, #12-07, Suntec Tower One, Singapore 038987 or email address hello@orendalearning.com
(c) sent by pre-paid post or by email to that address.
18.2. A notice given in accordance with Clause 18.1 is taken to be received:
(b) if sent by pre-paid post, 5 days after the date of posting for local or interstate mail and 15 days after the date of posting for international mail; and
(c) if sent by email, at the time denoted in an automated receipt notification received by the sender (in the absence of manifest error or tampering) or, if that function is not enabled, upon acknowledgement of receipt by the other party (by return email or otherwise).
19. Third Party Rights
19.1. These Terms are not intended to create, nor shall they create, any rights, entitlement, claims or benefits enforceable by any person that is not a party to them.
20. Governing Law
20.1. This Terms is governed by Singapore law and the Singapore courts shall have exclusive jurisdiction in any dispute or other matter relating to same.
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