Terms and Conditions

Let's get down to business.

These Terms and Conditions set out the agreement between Educa and any users of the Application or the Site and Educa only makes the Application and Site available on the terms set out in this Agreement. This includes specific terms relating to the agreement between Educa and the Customer and Educa and the Parent in respect of the use of the Application. Information about Educa’s handling of Personal Information can be found in our Privacy Policy.

If you are a Customer, by registering to use the service, Educa agrees to provide you with access to the Application and you agree to only use the Application in accordance with the terms and conditions set out below in Part One and Part Three.

If you are a parent, by registering to use the service, Educa agrees to provide you with access to the Application and you agree to only use the Application in accordance with the terms and conditions set out below in Part Two and Part Three.

If you are a user of the Site who has not registered to use the Application, you must comply with all the obligations under this Agreement as if you were a Customer, but Educa shall be under no obligation to comply with any of its obligations to Customers in respect of you. If you do not agree to these terms, you must leave the Site immediately. Your continued use of the Site constitutes your acceptance to this Agreement on this basis.

Educa may change or amend these Terms and Conditions at any time by posting an amended or updated version on the Site and emailing the Customer to inform them of the change 30 days before it comes into effect. If the Parent or the Customer does not accept the amended or updated Terms and Conditions it may terminate these Terms and Conditions by notice in writing to Educa at any time prior to the amended or updated Terms and Conditions coming into effect. If the Parent or the Customer does not give notice of termination, then the Customer or Parent shall be deemed to have accepted the amended or updated Terms and Conditions.

1. Definitions

The following definitions apply to this entire Agreement, including the text above, Part One, Part Two and Part Three.

"Agreement"means these Terms and Conditions.

"Child Data"means all information uploaded onto the Application by the Customer in respect of children in its child care center.

"Customer"means a child care center which has registered and been approved by Educa (in its discretion) to use the Application and includes any person that uses the Application through that child care center's account or with the authorisation of that person or entity.

"Educa"means Educa Limited a New Zealand company who can be contacted at PO Box 8051, the Terrace, Wellington 6143.

“Educator Data” means all information uploaded onto the “My Portfolio” section of the Application by the relevant Customer.

"Fee"means the fees (excluding any taxes and duties) payable monthly by the Customer in accordance with the Educa fee schedule (which may change from time to time on notice to the Customer).

"Intellectual Property"means any and all intellectual and industrial property rights throughout the world including but not limited to rights in respect of, or in connection with: copyright (including future copyright and rights in the nature of, or analogous to, copyright); trade marks; inventions (including patents); any confidential information; service marks; designs; and whether or not existing now and whether or not registered or registrable and includes any right to apply for the registration of such rights and includes all renewals and extensions.

"Parent"means the parent, guardian, relative, caregiver or other responsible adult of a child attending a child care center operated by the Customer who has registered to use the Application.

"Personal Information"means information about an identifiable individual including, but not limited to:

a.personal details (including name and email addresses);

b.login information (including passwords); and

c.information relating to an individual’s access to the Site (which may include IP addresses if they identify an individual).

"Site"means the internet website operated by Educa at the following urls: http://www.geteduca.com including the public areas of the website available to any user without logging in to the Application. "Application" means the child care center information management service made available (as may be changed or updated from time to time by Educa) via the Site.

"User"means anyone who accesses, views or uses the Application on the Site, including Customers and Parents.

Part One: Customer

2. Use of Application

1. Right to Use: Educa grants the Customer the right to access and use the Application via the Site. This right is non-exclusive, non- transferable, and limited by and subject to this Agreement.

3. The Customer’s Obligations

  1. Payment obligations: The Customer must pay Educa the Fee in advance each month. Educa will generate an electronic invoice in respect of the Fee each month and email this to the address provided by the Customer. The Customer shall pay the invoice within 7 days of the date of invoice or before the first day of the month to which the invoice relates, whichever is earlier (“Due Date”). The name that will appear on your statement will be Educa Limited.
  2. Failure to pay: If the Customer fails to pay any invoice by the Due Date, then Educa may suspend:
    1. the Customer’s access to the Application; and
    2. access to the Application of all Parents whose children attend the Customer’s childcare center; pending payment in full.
    3. General obligations: The Customer must only use the Application for its internal purposes to assist the care, learning and development of the children it is responsible for.
    4. Acceptable use: The Customer shall not (and shall ensure that none of its staff) use the Application for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or that which may infringe the Intellectual Property of any third party. Educa reserves the right to suspend or terminate the Customer’s access to the Application if there are reasonable grounds to believe that the Customer has been engaged in any unlawful or unauthorized activity.
    5. Parental Consent: The Customer must seek the explicit prior written consent of the Parent of every child, before placing that child’s Child Data on the Application. The Customer must not in any circumstances place Child Data on the Application without the explicit prior written consent of the relevant child’s Parent.
    6. Access conditions: The Customer must ensure that all usernames and passwords required to access the Application are kept secure and confidential. The Customer must immediately notify Educa of any unauthorized use of its passwords or any other breach of security
    7. Need to know: The Customer shall ensure that it restricts access to the Child Data through the Application to those of its staff who have a genuine “need to know” the Child Data for the purposes set out in clause 3.3.
    8. Deletion of Child Data: The Customer shall ensure that Child Data is deleted from the Application once the relevant child is no longer in its care or it is no longer necessary for the Customer to retain the Child Data. In the event of expiry or termination of this Agreement for any reason, the Customer shall promptly delete all Child Data from the Application and inform all Parents that they have done so.
    9. Transferal of Child Data:  In the event of a child transferring or leaving the care of the existing Customer, all relevant Child Data shall be owned by the child. Under these circumstances a Parent has the ability to make a request on the Child’s behalf to transfer the Child Data to another Customer’s Site, if the Child is now attending that Customer’s child care.
    10. Use for other purposes: The Customer may make screenshots of the Application available to third parties for marketing purposes or for the purpose of promoting the development of the child care industry provided that:
      1. Educa has given its prior written consent to each proposed use; and
      2. The screenshots do not include any Personal Information about any user of the Application.

4. Confidentiality

1.Confidentiality of Child Data: Educa will use reasonable endeavors to keep all Child Data held on the Application confidential and not to disclose the Child Data to any person except:

1.to staff members of the Customer;

2.to the relevant Parents of each child;

3.if the Customer has undertaken a group learning project with a number of children, in which case Educa may make information in respect of that project available to other parents;

4.to service providers working with Educa on the operation and ongoing development of the Application and the Site, provided that such disclosure is necessary and such persons are under equivalent obligations of confidentiality as contained in this clause 4 with respect to Child Data;

5.in the course of a purchase or acquisition of the business or assets of Educa, provided that such disclosure is necessary and such persons are under equivalent obligations of confidentiality as contained in this clause 4 with respect to Child Data; or

6.where required by law or any Court, or in response to a legitimate request by a law enforcement agency.

5. Intellectual Property

  1. The Application and the Site: All Intellectual Property rights in the Application and the Site and any other materials relating to the Application or the Site shall be owned by Educa and/or its licencors (if any).
  2. The Child Data: All Intellectual Property in the Child Data shall be owned by the Customer or the relevant child as applicable. Educa acknowledges it has no Intellectual Property rights in the Child Data. The Customer grants Educa an assignable royalty free worldwide non-exclusive sub-licensable licence to copy, make adaptations from, distribute, archive, communicate and otherwise disseminate the Child Data for the duration of this Agreement and thereafter until the Customer has removed or deleted all Child Data from the Application, only for the purpose of operating, developing and improving the Application and the Site and complying with this Agreement but not otherwise. Educa will not display any Child Data in the public areas of the Site, or include any Child Data in any promotional or marketing materials.
  3. The Educator Data: All Intellectual Property in the Educator Data shall be owned by the Customer or the relevant Educator/Teacher as applicable. Educa acknowledges it has no Intellectual Property rights in the Educator Data. The Customer grants Educa an assignable royalty free worldwide non-exclusive sub-licensable licence to copy, make adaptations from, distribute, archive, communicate and otherwise disseminate the Educator Data for the duration of this Agreement and thereafter until the Customer has removed or deleted all Educator Data from the Application, only for the purpose of operating, developing and improving the Application and the Site and complying with this Agreement but not otherwise. Educa will not display any Educator Data in the public areas of the Site, or include any Educator Data in any promotional or marketing materials.

6. Indemnity

1.Customer Indemnity:The Customer indemnifies Educa against any liability, claims, costs, and losses arising from any actual or alleged claim that Educa’s storage, use or disclosure of any of the information uploaded to the Application by the Customer:

1.infringes a third party’s Intellectual Property rights or privacy rights;

2.is defamatory, objectionable, obscene or harassing;

3.is unlawful in any way; or

4.is otherwise in breach of this Agreement.

7. Warranties and Acknowledgements

1.Information stored on Application:The Customer warrants that it has all rights and has obtained all permissions necessary to disclose the information it places on the Application to Educa and for Educa to use such information in accordance with this Agreement.

2.Consumer guarantees:The Customer warrants and represents that it is acquiring the right to access and use the Application for the purposes of a business and that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Application or the Site to the Customer.

8. Termination

1.Term:This Agreement will continue for the period covered by the Fee paid by the Customer. The Customer or Educa may terminate this Agreement for convenience by 10 days notice in writing, provided that the Customer shall not be entitled to any refund of Fees if it terminates this Agreement prior to the end of a month for which it has already paid Fees.

2.Breach: Educa may terminate this Agreement and the Customer’s access to the Application and/or the Site (or suspend Customer’s access) if the Customer:

1.breaches this Agreement (including, without limitation, by not paying the Fee) and, if the breach is capable of being remedied, does not remedy the breach within 14 days of receiving notice of the breach;

2.becomes insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or if it makes any arrangement with its creditors, or become subject to any similar insolvency event in any jurisdiction.

9. Privacy

1.Educa is agent:The Customer agrees that in collecting, holding and processing Personal Information in respect of the Application, Educa is acting as an agent on behalf of the Customer for the purposes of the Privacy Act 1993. Educa shall hold and process the Child Data in accordance with the Customer’s instructions and this Agreement. To the extent that it applies to Educa as an agent of the Customer, Educa shall comply with the Privacy Act 1993 in respect of the Child Data.

10. Emails

1.Customer consent:The Customer agrees to receive regular emails from Educa with updates and information about the Application as well as information and offers about other products and services. Parental opt out: The Customer may notify Educa in writing at the time it first registers that it does not wish any of its Parents to receive emails from Educa with information and offers about other products and services. If Educa receives such notification, it will opt out such Parents from these emails by default.

Part two: Parents

11. Use of Application

1.Right to Use: Educa grants the Parent the right to access and use the Application via the Site. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

2.Personal use only: The Parent must only use the Application and Site for personal and non- commercial purposes, in accordance with this Agreement and any notice sent by Educa or condition posted on the Site.

3.Acceptable use: The Parent shall only use the Application to access Child Data about his or her child and shall not access or attempt to access information about any other child or children, except where information about other children is included as part of a group learning activity in which the Parent’s child is participating. The Parent shall not use the Application for any illegal purpose or activities, or for the transmission or storage of material which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses or that which may infringe the Intellectual Property of any third party. Educa reserves the right to suspend or terminate the Parent’s access to the Application if there are reasonable grounds to believe that the Parent has been engaged in any unlawful or unauthorized activity.

4.Term of Parent’s access:The Parent will be entitled to access the Child Data in relation to his or her child for the duration of Educa’s agreement with the applicable child care center (as a Customer). If that agreement is terminated at any time, the agreement between the Parent and Educa shall automatically terminate and the Parent shall have no further rights to access the Application or the Site. Educa may also terminate or suspend the Parent’s access to the Application or the Site at any time if it or the relevant Customer is in breach of this Agreement. If the Parent no longer wishes to have access to the Application, the Parent shall contact the Customer and ask it to deactivate his or her account.

5.Subject to Customer’s payment:The Parent’s access to the Application pursuant to this Agreement shall continue for the period covered by the Fee paid by the Customer. If the Customer fails to pay the Fee for any reason, then Educa may suspend or terminate the Parent’s access to the Application until payment in full has been made.

6.Supply to a business:The Parent acknowledges that the Application is provided by Educa to the Customer for a business purpose, and made available by the Customer to the Parent. As such to the maximum extent permitted by law the Consumer Guarantees Act 1993 does not apply.

12. Child Data

  1. Consent: Educa requires the Customer to obtain the Parent’s consent to use any Child Data in respect of the Parent’s child. The Parent acknowledges that once that consent has been obtained it may be difficult to subsequently remove all information from the Application in relation to their child.
  2. Deletion or removal: If the Parent has any concerns about any Child Data on the Application, it shall contact the Customer directly to request the deletion, amendment or removal of such information.

Transferal: In the event of a child transferring or leaving the existing child care, all relevant Child Data shall be owned by the child. During this time, if requested and/or given permission in writing by a Parent, Educa has the right to transfer any relevant Child Data to another Customer’s site.

13. Intellectual Property

1.The Application and the Site:All Intellectual Property rights in the Application and the Site and any other materials relating to the Application or the Site shall be owned by Educa and/or its licencors (if any).

2.The Child Data:All Intellectual Property in the Child Data shall be owned by the Customer or the relevant child as applicable. Educa acknowledges it has no Intellectual Property rights in the Child Data. The Parent grants (on behalf of its child) Educa an assignable royalty free worldwide non-exclusive sub-licensable licence to copy, make adaptations from, distribute, archive, communicate and otherwise disseminate the Child Data for the duration of the Agreement between the Customer and Educa and thereafter until the Customer has removed or deleted all Child Data from the Application, for the purpose of operating, developing and improving the Applications and the Site and complying with this Agreement but not otherwise. Educa will not display any Child Data in the public areas of the Site, or include any Child Data in any promotional or marketing materials.

14. Privacy

1.Educa is agent of Customer:The Parent acknowledges that in collecting, holding and processing Personal Information through the Application, Educa is merely acting as an agent on behalf of the Customer for the purposes of the Privacy Act 1993. To the extent that it applies to Educa as an agent on behalf of the Customer, Educa will comply with the Privacy Act 1993 in respect of the Child Data. If the Parent has any complaints or questions about the handling of its Personal Information or the Personal Information of its child, or would like to exercise its rights of access or correction, it will contact the Customer directly.

15. Emails

1.Parent’s consent:The Parent agrees to receive regular emails from Educa with updates and information about the Application as well as information and offers about other products and services. Parents may choose to opt out of receiving emails with information and offers about other products and services at any time by emailing Educa.

Part Three: Parents and Customers

The obligations in this Part Three apply to Customers, Parents, and any other users, each being a “User” in the provisions below.

16. Restrictions on Use

1.No person may use or attempt to use the Application unless they have registered with and been approved by Educa (in its discretion) as a Parent or Customer.

2.Specific restrictions:When accessing and using the Application, the User must:

1.not attempt to undermine the security or integrity of Educa's computing systems or networks or, where the Application is hosted by a third party, that third party's computing systems and networks;

2.not use, or misuse, the Application in any way which may impair the functionality of the Application or Site, or other systems used to deliver the Application or impair the ability of any other user to use the Application or Site;

3.not attempt to gain unauthorized access to any materials other than those to which the User has been given express permission to access or to the computer system on which the Application are hosted;

4.not transmit, or input into the Site, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which the User does not have the right to use); and

5.not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Application or to operate the Site except as is strictly necessary to use either of them for normal operation.

17. Warranties

1.No warranties:Educa gives no warranty in respect of the Application, which is provided “as is”. Without limiting the foregoing, Educa does not warrant that the Application will meet the Customer’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchant-ability, fitness for purpose, title and non-infringement.

18. Termination

  1. Term: This Agreement will continue for the period covered by the Fee paid by the Customer. The Customer or Educa may terminate this Agreement for convenience by 30 days notice in writing, provided that the Customer shall not be entitled to any refund of Fees if it terminates this Agreement prior to the end of a month for which it has already paid Fees.

19. Availability

1.Application availability:Whilst Educa intends that the Application should be available during all normal business hours, it is possible that on occasions the Application or Site may be unavailable to permit maintenance or other development activity to take place.

2.Interruptions:If for any reason Educa has to interrupt the Application for longer periods than Educa would normally expect, Educa will use reasonable endeavours to publish in advance details of such activity on the Site.

20. User Information

Educa shall ensure that all Personal Information of a User that is not a Customer or a Parent disclosed to Educa is kept confidential and treated in accordance with the Privacy Act 1993.

21. Indemnity

1.User Indemnity:If anyone brings a claim against Educa in connection with the User’s actions, content or information on the Application, the User will indemnify and hold harmless Educa against all damages, losses and expenses of any kind, including reasonable legal costs and fees arising out of such claim. For the purposes of this clause 21 “User” excludes Customers.

22. Limitation of Liability

1.Total limit:The total liability of Educa for any loss arising in connection with this Agreement or the Application will not in any circumstances exceed the total Fee paid to Educa under this Agreement in the last 12 months.

2.Excluded loss:Educa will not in any circumstances be liable for any of the following in respect of this Agreement or the Application, however they arise, and even if the event was foreseeable or the possibility had been brought to the attention of Educa:

1.loss of profit;

2.loss of use;

3.loss of data;

4.loss of opportunity;

5.loss of revenue;

6.loss of contracts; or

7.loss of business;

3.Indirect loss and loss caused by another:In addition, Educa will not be liable for any consequential indirect or special damage or loss of any kind; or any loss caused by the User, its servants, agents or any other persons whatsoever.