School and Organisation Terms (draft)

1. The agreement

These terms are an agreement between [legal entity name], ABN [ABN pending], of Western Australia (“Ponder”, “we”, “us”) and the school or organisation that signs up for Ponder (“you”, “your school”).

The agreement starts when you accept these terms: by signing an order form or quote that refers to them, by accepting them when you set up your school in the app, or by starting a pilot. The person who accepts confirms they are authorised to bind the school or organisation. If you are a government school, the relevant department or education authority may need to accept them for you [confirm how state schools contract].

The agreement is made up of, in this order of priority if they conflict: (a) any signed order form or quote (“Order”), (b) any data processing agreement we sign with you, (c) these terms, and (d) the acceptable use rules in the Terms of Use. Terms in a purchase order or your own supplier terms don’t apply unless we both sign to agree to them.

2. Words we use

• Authorised Users: your staff and other people you allow to use Ponder under your account, such as teachers and administrators.
• Students: the learners you add to your class lists.
• School Data: the information you, your Authorised Users or your Students put into Ponder, including student records, results, notes and learning plans.
• Service: the Ponder website and app, the features included in your plan, and our support.
• Subscription Term: the period your Order or plan covers, including any renewal.

3. The service and support

• Providing the Service. We will provide the Service described in your plan or Order during the Subscription Term, with due care and skill.
• Verification. Before school features open, we verify that your school or organisation is genuine and that the person setting it up is authorised to do so.
• Support. We provide support by email at hello@ponderlearning.com and through the Help centre, during business hours in Western Australia, and aim to reply within [1] business day.
• Availability. We aim to keep Ponder available at all times and to do planned maintenance outside school hours where we can. We don’t yet offer a service level agreement [confirm].
• No reduction during the term. We improve Ponder all the time, but we won’t significantly reduce the core features of your plan during a Subscription Term you have paid for.
• Australia. The Service is offered to Australian schools and organisations only for now.

4. Pilots and early-release features

Pilots. A school can try Ponder in a pilot of up to 30 days, started with an access code from us or arranged by invoice. A pilot is free unless your Order says otherwise, and it ends automatically at the end of its period; it does not turn into a paid subscription unless you choose to subscribe. If you don’t subscribe, you can download your School Data within [30] days after the pilot ends, after which we delete it as described in section 9. These terms apply during a pilot, except that the fee and refund provisions don’t.

Early-release features. Some features may be marked as early releases or pilots, or be switched on only for some schools. They are optional, may change or be withdrawn, and may not be as reliable as the rest of the Service. We will tell you before switching one on for your school if it handles School Data in a new way.

5. Fees and payment

Paid plans aren’t open yet. While Ponder is in its guided preview, schools use it free of charge through a pilot or an access code, and no invoices are issued. This section describes how fees will work once paid plans open; we will tell you before any fee applies.

• Prices. School plans and prices are listed on our pricing page, or in your Order if we have agreed a quote. All prices are in Australian dollars and include GST.
• Fixed for the term. Your fees are fixed for the Subscription Term you have paid for. We won’t increase them part-way through.
• Paying. You can pay by card (processed by Stripe; Ponder never sees or stores card numbers) or by invoice. Invoices are payable within 30 days of the invoice date unless your Order says otherwise. We will issue a tax invoice for every payment.
• Student numbers. Fees are based on the number of Students in your plan. If you add Students beyond it, we will agree the extra fee with you, pro-rata for the rest of the Subscription Term, before charging it.
• Late payment. If an invoice is overdue, we will remind you. If it is still unpaid 30 days after that reminder, we may suspend paid features until it is paid, after giving you at least 7 days’ further written notice. Suspension never deletes School Data.
• Disputed invoices. If you dispute part of an invoice in good faith, tell us before the due date; you need only pay the undisputed part while we work it out together.
• Refunds. If this agreement ends because of our breach, because we stop offering the Service, or because you don’t accept a change to these terms, we refund prepaid fees for the unused part of the Subscription Term. Otherwise fees are not refundable, subject to section 16.

6. Term, renewal and ending

• Term. The agreement lasts for the Subscription Term in your Order or plan, and for any renewals.
• Renewal. Monthly plans renew each month until cancelled. For annual plans, we will remind you at least 60 days before the end of the term, and tell you the renewal price. An annual plan renews for another year only if you confirm the renewal [or: renews automatically unless you give 30 days’ notice; legal adviser to choose].
• Ending for breach. Either of us may end the agreement by written notice if the other seriously breaks it and doesn’t fix the breach within 30 days of being told about it, or if the other becomes insolvent.
• Ending if we stop. If we decide to stop offering the Service, we will give you at least 90 days’ notice and a pro-rata refund of prepaid fees.
• After the agreement ends. Access for your Authorised Users and Students stops. For [30] days you can ask us to give you a copy of your School Data in a common machine-readable format. After that we delete School Data as set out in section 9, except where the law requires us to keep it. Records that belong to a family who linked to your school stay in that family’s own space.
• Sections that by their nature should continue (such as confidentiality, liability and data deletion) continue after the agreement ends.

7. Your responsibilities

• Authorised Users. Only give access to people who need it, remove access promptly when someone leaves, and make sure your Authorised Users keep their sign-in details secure and follow these terms. You are responsible for what happens under your account.
• Accurate class lists. Add only your own Students, with the minimum details Ponder needs: a first name or nickname and year level.
• Notices and consents. Before you add Students or invite families, tell parents and carers about your use of Ponder and obtain any consents your school’s policies, your education authority or the law require. Families link their own family space to your school only if they accept your invitation.
• Supervision and decisions. Ponder supports teaching; it doesn’t replace it. Your teachers remain responsible for supervising Students, for assessment and reporting, and for decisions about a Student’s learning, wellbeing and safety, including your mandatory reporting and child safe obligations.
• Your systems. You are responsible for your own devices, networks and internet access.

8. Acceptable use

You and your Authorised Users must follow the acceptable use rules in the Terms of Use, and make sure your Students follow the safety rules for children set out there. In addition, you must not resell or share access to the Service outside your school or organisation, or use it to build a competing product. If an Authorised User or Student seriously breaks these rules, we may suspend that person’s access. Where it is reasonable, we will tell you first and work with you on the problem.

9. Student records, privacy and security

Your school stays in control

As between us, your school owns School Data and remains responsible for its student records. Ponder handles School Data on your behalf and on your instructions, which are these terms, your Order and the choices you make in Ponder. We use School Data only to provide, secure and support the Service for you, and as the law requires. We don’t sell it, we don’t use it for advertising, and we don’t use it to train AI models.

Privacy law

We comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in handling School Data, and we will help you meet your own privacy obligations, including state and territory privacy and education laws that apply to your school [legal adviser to confirm state-specific requirements]. How we handle personal information is explained in the Privacy Policy. A data processing agreement is available on request.

Where it is stored, and who helps us

School Data is stored in Sydney, Australia. We use a small number of service providers to run Ponder, listed with what they do and where on our service providers page. Some process limited information outside Australia; we require each to protect it under contract. We will give schools at least 30 days’ notice of a new provider that will process School Data, so you can raise any concern.

Security

We protect School Data with reasonable security measures, described in our Security overview, including database access rules that keep each school’s records separate from every other school and family. Our staff access School Data only when needed to support you, secure the Service or meet a legal requirement.

Data breaches

If we become aware of unauthorised access to, or loss of, School Data, we will tell you without undue delay, and within [72 hours] where we can. We will give you the information we have, take reasonable steps to contain it, and work with you on any notification required under the Notifiable Data Breaches scheme.

Requests and deletion

We will help you respond to requests from Students, parents or carers to access or correct their information. When you delete a Student or your account, or the agreement ends, we delete School Data within the periods set out in the retention section of the Privacy Policy, including from backups as they expire.

10. AI features

Plans that include AI give your school Ask Ponder, AI hints in the Learn space and suggested learning plans, provided through an AI model (Claude, made by Anthropic) via Ponder’s own server. How they work is on the AI use and safety page.

• Teachers decide. AI output is a suggestion. A teacher reviews each learning plan before it is saved or shared, and AI never marks Students’ work or makes decisions about them.
• Output can be wrong. AI answers may be inaccurate or incomplete, and are not professional advice. You are responsible for how your staff use AI output in teaching, assessment and reporting.
• Data sent to the AI is kept to a minimum: learning plans are written from a de-identified profile. Under Anthropic’s commercial terms, content sent through its API is not used to train its models by default [confirm current Anthropic terms and data retention at signing].
• Limits. AI features have usage limits for each Student and for your school, listed in AI limits. We may pause AI features briefly for everyone if needed for safety or cost control; the rest of the Service keeps working.

11. Ownership and licences

• Ours. Ponder and its licensors own the Service, including its software, practice questions, hints, designs and the Ponder name and character. During the Subscription Term, we give you a non-exclusive, non-transferable right for your Authorised Users and Students to use the Service for your educational purposes.
• Yours. You own School Data. You give us a non-exclusive licence to host, copy and process it only to provide, secure and support the Service for you, for as long as we hold it.
• Your materials. If your teachers add their own materials, you keep ownership of them, and you confirm you have the right to use them in Ponder.
• Feedback. We may use suggestions you give us to improve Ponder, without identifying your school.

12. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for this agreement, and share it only with staff, advisers and service providers who need it and are bound to keep it confidential. Confidential information includes School Data, pricing in a negotiated Order, and any non-public information about the other’s systems or plans. This doesn’t apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law (in which case the discloser will give notice where the law allows). Government schools may disclose this agreement where freedom of information or public accountability laws require.

13. Promises we each make

• Each of us promises that it has the authority to enter this agreement.
• We promise to provide the Service with due care and skill, materially as described in your plan and on our website, and in line with the law.
• You promise that you have the notices, consents and authority needed for us to handle School Data as these terms describe.
• Apart from these promises and the guarantees that can’t be excluded (section 16), we don’t promise that the Service will be uninterrupted or error-free, or that it will achieve particular learning outcomes.

14. Indemnities

• From us. If someone claims that your school’s permitted use of the Service infringes their intellectual property rights, we will defend the claim and pay any damages and costs awarded against you, or agreed in a settlement we approve. We may instead change the Service so it no longer infringes, or end the affected part and refund prepaid fees for it.
• From you. You will cover our reasonable losses from a third-party claim to the extent it arises because School Data was put into Ponder without the notice, consent or authority required by section 7.
• How claims are handled. The party seeking cover must tell the other promptly, let it control the defence, and give reasonable help. Neither of us may settle a claim in a way that admits fault for the other without its consent. Each indemnity is reduced to the extent the loss was caused or contributed to by the party seeking cover.

15. Limitation of liability

• Cap. Subject to section 16 and the exceptions below, each party’s total liability under or in connection with this agreement in any 12-month period is limited to the fees paid or payable by you under this agreement in the 12 months before the event giving rise to the claim [legal adviser to set a minimum cap, e.g. $[X], so pilots are not uncapped at $0].
• Indirect loss. Neither party is liable for loss of profits, revenue or goodwill, or for indirect or consequential loss.
• Exceptions. The cap and the exclusion don’t apply to liability for: death or personal injury caused by negligence; fraud or wilful misconduct; breach of confidentiality; the indemnities in section 14; or your obligation to pay fees. Our liability for a data breach caused by our breach of section 9 is capped at [an amount or multiple of fees to be set by legal adviser].
• Reduction. Each party’s liability is reduced to the extent the other party caused or contributed to the loss.

16. Australian Consumer Law

Nothing in this agreement excludes, restricts or changes any right or remedy, or any guarantee, that you have under the Australian Consumer Law or any other law and that cannot lawfully be excluded, restricted or changed. Where the law allows us to limit our liability for a failure to comply with a consumer guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

These terms are intended to be fair and balanced for schools and small organisations. If any term would be an unfair contract term under the Australian Consumer Law, it doesn’t apply to the extent it is unfair, and the rest of the agreement continues.

17. Changes

To these terms. We may update these terms. Changes take effect for your school at the start of your next Subscription Term, and we will tell you about them at least 60 days before your renewal. Earlier changes apply only if they are needed to comply with the law or to protect children’s safety, or if they don’t disadvantage you; if such a change does disadvantage you, you can end the agreement before it takes effect and receive a pro-rata refund of prepaid fees. A signed Order can be changed only in writing signed by both of us.

To the Service. See section 3: we won’t significantly reduce the core features of your plan during a paid Subscription Term.

18. General

• Disputes. If a dispute arises, each of us will first try in good faith to resolve it by discussion between senior representatives within 20 business days. If that fails, either of us may refer it to mediation [e.g. with the Resolution Institute] before starting court proceedings, except where urgent relief is needed.
• Governing law. This agreement is governed by the laws of Western Australia. Each of us submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts that hear appeals from them.
• Notices. Notices under this agreement may be sent by email: to us at hello@ponderlearning.com, and to you at the email address of your school’s account owner (or the address in your Order).
• Events outside our control. Neither party is liable for delay or failure caused by events outside its reasonable control (other than paying fees). The affected party will tell the other and do what it reasonably can to limit the effect. If an event stops the Service for more than 30 days, either party may end the agreement and you will receive a pro-rata refund.
• Transfer. Neither party may transfer this agreement without the other’s written consent, which must not be unreasonably withheld. We may transfer it without consent to a business that takes over Ponder, if it agrees to keep to this agreement; we will tell you first. We may use service providers and subcontractors, and we remain responsible for them.
• If part is invalid. If any part of this agreement can’t be enforced, it is read down or severed, and the rest still applies.
• No waiver. A failure or delay in exercising a right doesn’t waive it.
• Whole agreement. This agreement (as described in section 1) is the whole agreement between us about the Service, and replaces any earlier discussions.
• Relationship. We are independent contractors. This agreement doesn’t create a partnership, employment or agency.

19. Contact

[Legal entity name], ABN [ABN pending], [postal address], Western Australia. Email hello@ponderlearning.com; privacy and data questions, including requests for a data processing agreement, privacy@ponderlearning.com. All our policies are listed in the Trust Centre.