Terms and Conditions for using the EdQwest Website and EdTech Platform

Website

Disclaimer

This website is operated and owned by EdQwest SA.

This website is only for information purposes and is not intended to be a source of advice or information. Formal advice should be sought when appropriate.

About using this website

By using this website, you are accepting all the terms of this disclaimer (“Terms”). If you do not agree with anything in these Terms, you should not use this website. You should read these Terms and our privacy policy (“Privacy Policy”) carefully before using this website. These Terms and the Privacy Policy govern your access to and use of this website. To avail the services, a visitor shall provide its true and accurate information, if sought.

Warranties and liability

While the contents of this website are provided in good faith, and every effort is made to ensure that the contents of this website are accurate, we make no representations or warranties or guarantees in relation to the accuracy, adequacy, reliability or completeness, security or timeliness of the content, information or services detailed in it.

We do not warrant that the information will be kept up to date and be accurate, or that this website will always be available for use. However, the information is provided solely on the basis that visitors will be responsible for making their own assessment of the matters detailed within this website and that they should verify all relevant representations, statements and information.

We do not warrant that this website and/or the server(s) that make this website available will be error, virus or bug-free, and you accept that it is your responsibility to make adequate provision for protection against such threats. We recommend scanning any files before downloading.

Variations

All or any information on this website may be changed, supplemented, deleted or updated without notice at our sole discretion.

We reserve the right to revise and amend these Terms from time to time, and any revised version will be deemed to be applicable from the first date of publication on this website.

Availability of this Website

This website is subject to interruption, breakdown, viruses, delays, interception, interference and other errors involving communications networks, computer systems, servers, providers, computer equipment and software.

We reserve the right without notice and in our sole and absolute discretion, to discontinue, suspend or terminate any service offered by or through this website as well as this website or your access to it at any time.

In relation to any device which you use to access this website, we recommend that you obtain and maintain up-to-date virus, security and intrusion prevention and scanning software which is specifically designed for all devices you use to access this website.

Damages

In no event will we or any of our affiliates, directors, officers, employees, agents, contractors, successors or assigns, be liable for any direct, indirect, incidental, consequential, exemplary or special damages of any kind, punitive and/or consequential damages or any damages whatsoever, including, without limitation, those resulting from loss of profit, loss of contracts, goodwill, data, information, income, anticipated savings or business relationships, whether or not you have been advised of the possibility of such damage, arising out of or in connection with the use or reliance of this website or any linked websites, to the fullest extent permitted by law.

Licence to use this website

By using this website, you agree to the exclusions and limitations of liability stated above and accept them as reasonable. Do not use this website if you do not agree that they are valid.

If any of the points in these Terms are found to be unenforceable under applicable law that will have no bearing on the enforceability of the rest of these Terms.

Material on this website, including text and images, is protected by copyright law and we retain all rights in the content of the website, unless credited otherwise. It may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way except for your own personal, non-commercial use. Prior written consent of the copyright holder must be obtained for any other use of material. No part of this website may be distributed or copied for any commercial purpose or financial gain. All intellectual property rights in relation to this website are reserved and owned by us unless credited otherwise.

All custom graphics, icons, and other items that appear on this website and all associated trademarks are our trademarks unless credited otherwise.

Visitors to this website acknowledge that we may include advertising on this website.

Links to other websites and products

Links to other websites (if any) are provided for the convenience of visitors. We are unable to provide any representations or warranties regarding the availability, correctness, accuracy, performance or quality or completeness of the content of such sites, or the reliability, quality or effectiveness of any products or services provided through external websites. A link to an external site does not imply an endorsement by us, of the views or information held, or products or services provided by such websites.

EdTech Platform

EdQwest SA (hereinafter referred to as “Licensor”) has developed an EdTech system (hereinafter the “Platform”) consisting of multimedia support resources for the International Baccalaureate Diploma Programme (hereinafter “IB DP”). The multimedia support resources present on the Platform consist mainly of videos of several IB DP subjects like Mathematics, Economics, Chemistry and Physics and original question banks, separate for teachers and students. The Platform also has separate modules for assignments and evaluation.

Schools (hereinafter referred to as the “Licensee”) that have students enrolled in the IB DP courses (hereinafter the “Students”) can pay and subscribe to the Platform to give their students and faculty (hereinafter the “Academic team”) access to the Platform of EdQwest SA, who agree - under the conditions set here - to license the Platform for the duration of the subscription period (hereinafter “Subscription period”). The Subscription period is determined by the amount of the subscription paid by the Licensee.

The Licensor and Licensee are referred together as the “Parties”

  1. OBJECT
    1. The Licensor gives the Licensee and its subscribing Students and Academic team the license to use and access the Platform during the Subscription period.
    2. It is understood that this license does not give any right to the Licensee to use the Platform for its own business/commercial purposes and shall strictly be used and accessed by the Licensee and its Students and Academic team within the limits set in these Terms and Conditions. It is also understood that such license of the Platform is non-exclusive to the Licensee.
    3. During the Subscription period, the content to which the Licensee will have access is the following:
      • All modules available on the Platform the Licensee wishes to use and has paid for online.
      • All video tutorials for the subjects selected and paid for, at the Higher and Standard Levels and related material on the Platform that will be available during the Subscription period.
  2. OBLIGATIONS AND WARRANTIES OF THE PARTIES
    1. THE LICENSOR
      1. The Licensor undertakes to concede the use and access of its Platform to the Licensee for the duration of the Subscription period.
      2. The Licensor guarantees that the execution and performance of these Terms and Conditions do not require any approval, license, qualification, consent or filing or exemption therefrom, or other action by any court, governmental authority or other person.
        The Licensor and the person representing the Licensor signing these Terms and Conditions have the requisite capacity, power and authority to enter into these Terms and Conditions.
      3. The Licensor undertakes to provide to the Licensee’ focal point the ability to create login credentials for its users within a reasonable time.
      4. The Licensor will train the person designated by the Licensee as focal point, on all of the functions mentioned in clause 2c so that such tasks can be carried out by the Licensee.
      5. The Licensor undertakes to give any technical and useful information to the Licensee regarding the Platform’s use and access.
      6. In case the Platform encounters IT or technical problems, the Licensor undertakes to use its best efforts to solve such problems within a reasonable time.
    2. THE LICENSEE
      1. The Licensee guarantees that the execution and performance of these Terms and Conditions do not require any approval, license, qualification, consent or filing or exemption therefrom, or other action by any court, governmental authority or other person.

        More specifically, the Licensee guarantees – in case it is necessary under its domicile regulations or internal rules – that he has obtained any and all applicable licenses, permits or authorizations in order to enter these Terms and Conditions.

        The Licensee and the person representing the Licensee signing these Terms and Conditions have the requisite capacity, power and authority to do so.

      2. The Licensee and the person representing the Licensee signing these Terms and Conditions agrees to have read these Terms and Conditions carefully before using this Platform as well as any accompanying documentation.
      3. The Licensee agrees to have no rights to use the Platform and/or any information provided by the Licensor for its own business/commercial purposes. Every time the Licensee uses the content or a portion of the Platform’s content by diffusing it in any possible way (audio, video, drawing, etc.) to its Students or Academic team, the copyrights and name of the Licensor should be clearly mentioned.
      4. The Licensee commits not to grant any sublicense or make any third-party benefit from one or several of the rights conferred to him under these Terms and Conditions.
      5. The Licensee shall provide every information required for the proper execution of these Terms and Conditions to the Licensor, including but not limited to, the number of Students and the Academic team, their full names, email addresses and any alteration to the number of Students, that will use the Platform.
      6. At the beginning of the Subscription period, the Licensee shall inform its Students and Academic team about the existence of the Platform and provide them every useful information in order for the Students and Academic team to be able to connect themselves to the Platform, and have access to all subscribed content at all times and from any location. The Licensor agrees to assist the Licensee in introducing the Platform to the Licensee’s Students and Academic team either physically or online (the choice residing solely with the Licensor), in a mandatory gathering of all users, organized by the Licensee at the start of the Subscription period.

        The Licensee authorizes the Licensor to maintain and store, consistent with applicable law and for legitimate business purposes, the Personal Data regarding the Licensee’s Students and Academic team for the duration of the Subscription period.

        The logins created by the Licensor for the Students and faculty shall be communicated by the Licensee to its Students and Academic team before the start of the Subscription period. The Licensee may request the Licensor’s assistance in doing this.

        It is also desirable that the Licensee encourages its Students and Academic team to use the Platform as a normal part of the learning and teaching process.

      7. The Licensee shall appoint a focal point for managing its business and IT relations with the Licensor and give their contact details to the Licensor within a week maximum after the commencement of the Subscription period, if not done so already online at the time of registering on the Licensor’s website. The Licensee shall also communicate the name and contact details of the IB DP Coordinator to the Licensor, if not done so already online at the time of registering on the Licensor’s website, so that appropriate access rights may be granted to this person.
      8. The Licensee shall, if desired, provide to the Licensor reasonable suggestions, comments and feedback regarding the Platform and the Students’ and Academic team’s experience. If the Licensee does so, it is agreed by both Parties that such suggestions, comments, and feedbacks shall be considered by the Licensor to improve the Platform.
      9. In case the Platform encounters IT or technical problems, the Licensee undertakes to inform the Licensor without delay.
      10. The Licensee agrees to the Licensor using the Licensee’s name and logo for its promotional materials and allows the Licensor to have direct contact with Students and the Academic team for information on updates to the system, technical difficulties, publicity, special offers, etc.
  3. WARRANTY / LIABILITY

    Licensor represents and warrants that:

    1. the services rendered according to these Terms and Conditions shall be effected with promptness, due care, skill and diligence;
    2. such services shall be performed in a professional manner and according to generally accepted industry standards;
    3. the Platform shall be free from errors in operation and performance in all material aspects.

      Licensee acknowledges that:

    4. complex software is never wholly free from defects, errors and bugs;
    5. complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, Licensor gives no warranty or representation that all service will be entirely secure;
    6. that it is the Licensee's responsibility to monitor any material uploaded/shared by the Licensee’s staff on the Platform. The Licensee takes full responsibility for all material uploaded or shared by its staff e.g. the appropriateness, accuracy and copyright infringement (non-exhaustive list). The Licensee is responsible for training its staff on such matters, especially copyright infringement and artificial intelligence regulations, etc.
      The liability of the Parties shall be limited as follows:
    7. The liability of either Party under these Terms and Conditions shall be unlimited in cases of intent, gross negligence, death and bodily injury.
    8. The Licensor's liability is limited to direct damages, without any indirect damages and/or consequential damages, such as loss or corruption of data, databases or software, loss of profit, loss of business, etc.
    9. In any case the liability of either Party shall be limited to 50% of the remuneration payable per academic year under these Terms and Conditions.
  4. CONFIDENTIALITY
    1. The Parties undertake to maintain in strictest confidence any terms and conditions agreed upon bilaterally between the Parties that fall outside the purview of these Terms and Conditions.
    2. The Platform and any documentation included but not limited to, photos, videos, schemes, drawings, and all other data provided to the Licensee by the Licensor constitute confidential information of the Licensor (hereinafter the “Confidential files”) and shall remain the exclusive property of the Licensor.
    3. The Licensee agrees not to transfer, copy, disclose, provide, or otherwise make available such Confidential files in any form to any third-party - except its Students that have access to the Platform - without the prior written consent of the Licensor.
    4. The Licensee agrees to implement reasonable security measures to protect such Confidential files. The Licensee will use its best efforts to cooperate with and assist the Licensor in identifying and preventing any unauthorized use, copying, or disclosure of the Platform, if any, documentation, or any portion thereof.
  5. INTELLECTUAL PROPERTY
    1. The Platform, all its content and all the Confidential files are the exclusive property of the Licensor and the Licensor does not grant any express or implied right to the Licensee under intellectual property rights. The Licensee may, choose to share content created by the Licensee’s teachers with other schools, such as unit plans, diagrams, presentations, etc. (non-exhaustive list).
    2. The Licensee is not allowed to modify or create any derivative works of, copy/save the design and/or concepts and/or videos, duplicate or attempt to duplicate any portion of the Platform or/and the Confidential files.
    3. The Licensee agrees not to create by itself a copy of the Platform and its contents and not to copy this business idea of the Licensor. The Licensee also agrees not to fund nor encourage any third party to do so either.
  6. PRICE AND PAYMENT
    1. For all the services offered by the Licensor to the Licensee as explained in clauses 1a and 1c of these Terms and Conditions and for the determined Subscription period, the Licensee will pay to the the Licensor, according to the Pricing Table available on the Licensor’s website/payment platform.
    2. The Licensee can proceed directly to the online payment system and choose the subscription plan and the number of student logins required.
      1. Subsequent to a paid subscription as detailed in Clause 6b, the Licensee can purchase online additional Student user logins at anytime during the Subscription period. The DP Coordinator will be immediately informed by email that s/he has the possibility to create new user accounts as soon as such a purchase is made online.
      2. If the Licensee wishes to subscribe to new subjects added by the Licensor during the course of the Susbcription Period, then the details and options will be made available on the Licensor’s website.
      3. The Licensee will get immediate access to the Platform by making the payment online.
      4. In case of an early termination of the Subscription period by the Licensee (clause 7b), all the payments received by the Licensor from the Licensee are non-refundable.
      5. In case of an early termination by the Licensor, with the exception of circumstances as described in clause 7c, the amount paid by the Licensee to the Licensor is refundable on a pro rata basis for the remaining Subscription period.
      6. Once a subject has been subscribed to, or the number of students chosen and paid for by the Licensee, these selections cannot be modified. If a genuine mistake has been made in choosing a subject or the number of students, then the Licensee can immediately inform the Licensor in writing, who upon its sole discretion will allow for such rectification(s).
  7. DURATION OF THE RELATIONSHIP BETWEEN THE PARTIES AND TERMINATION
    1. The duration of the Subscription period goes from the date of payment and onboarding of the Licensee’s Students and Academic team (whichever is later) until the day the payment made by the Licensee ceases to cover the subscription. If the Licensee makes a further payment online for another period, then these Terms and Conditions will be deemed extended accordingly.
    2. Each Party has the right to terminate their relationship before its expiration at any time and for no reason by providing the other Party an advance written 15-day notice, without providing any reason.
    3. The Licensor has the right to terminate its relationship with the Licensee with immediate effect in case of a serious misconduct/breach of these Terms and Conditions by the Licensee. A serious misconduct may include for instance a breach of the confidentiality clause, unauthorized sharing of Confidential Files, etc. (non-exhaustive list).
    4. Upon expiration of the Subscription period, the Licensee and its Students and Academic team shall immediately cease using the Platform.
  8. MISCELLANEOUS
    1. These Terms and Conditions constitutes the complete and exclusive agreement between the Parties and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings or agreements.
    2. The Parties agree that these Terms and Conditions are reasonable, valid, and enforceable. However, if a court of competent jurisdiction finds any of the articles to be null, void or otherwise unenforceable, the rest of the Terms and Conditions shall continue to remain in full force and effect.
    3. The Licensor may update these Terms and Conditions from time to time. It is the Licensee’s responsibility to check back regularly for any updates.

APPLICABLE LAW AND JURISDICTION

These Terms and Conditions are governed by Swiss law. For any dispute or claim arising out of or in the context of us on this website, the place of Jurisdiction is Zurich, Switzerland.

If the information on this website is translated into or presented in languages other than English, the English version of that information will be authoritative in relation to any disputes regarding its interpretation.