Terms of Service

1. Definitions

For these Terms:

“Account” means the Tenant’s account through which the Tenant administers its use of the Platform.

“Applicable Law” means all laws, statutes, rules, regulations, directions, judicial or regulatory orders and legally binding governmental requirements applicable to a party, the Platform or the relevant activities from time to time.

“Authorised User” means any individual whom the Tenant authorises to access the Platform through or in connection with the Tenant’s Account, including Tenant administrators, employees, contractors, instructors, trainers, teachers, mentors, learners, students and, where applicable, parents or guardians.

“Course” means any course, programme, batch, class, workshop, training programme, coaching service, assessment, event or other educational or instructional offering created, offered, administered or conducted by or on behalf of a Tenant.

“Documentation” means TWOOTL’s generally available user guides, help materials and technical instructions relating to the Services.

“Instructor” means any teacher, coach, trainer, mentor, evaluator, faculty member or other individual engaged, appointed or permitted by a Tenant to provide instruction or otherwise interact with Learners.

“Learner” means any student, learner, participant, candidate or other person enrolled, registered or permitted by a Tenant to participate in a Course or use the Tenant’s learning environment.

“Order Form” means a quotation, commercial proposal, online checkout, subscription confirmation, statement of work, purchase order accepted by TWOOTL or other ordering document identifying the Services, subscription period, fees, usage limits or additional commercial terms agreed between TWOOTL and the Tenant.

“Tenant Content” means all data, text, information, trademarks, branding, Course materials, videos, audio, presentations, PDFs, documents, questions, examinations, assignments, assessments, answers, grades, feedback, recordings, communications, certificates, Learner records, Instructor information and other material submitted to, stored on, transmitted through or generated within the Platform by or at the direction of the Tenant or its Authorised Users.

“Subscription Term” means the period during which the Tenant is entitled to use the applicable paid Services.

“Third-Party Service” means any service, product, application, platform, telecommunications provider, cloud provider, video-conferencing service, streaming service, payment gateway, messaging provider, artificial-intelligence provider or other third-party technology interoperating with or used in connection with the Services.

2. The Nature of TWOOTL’s Role

2.1 TWOOTL is a technology platform, not an education provider

The Tenant expressly acknowledges that TWOOTL is solely a technology and software service provider.

TWOOTL:

1. does not itself establish, own, operate, conduct or provide the Tenant’s Courses;
2. does not teach, coach, train, tutor, mentor or otherwise provide educational instruction to Learners;
3. does not appoint, employ, engage, supervise, verify or control the Tenant’s Instructors;
4. does not admit, enrol or contract with Learners as an education provider;
5. does not determine Course fees, curricula, learning outcomes, academic standards, examination criteria, attendance requirements, eligibility criteria or refund policies;
6. does not warrant the competence, qualifications, conduct or suitability of any Instructor;
7. does not warrant the quality, legality, accuracy, safety, completeness or suitability of any Course or Tenant Content;
8. does not guarantee that a Learner will pass any examination, obtain employment, secure admission, achieve any particular score, complete a Course or obtain any educational, professional or commercial benefit;
9. is not an accreditation body, awarding body, university, school, coaching institute, certifying authority or examining body; and
10. does not become an education provider merely because the Platform facilitates scheduling, live classes, recorded classes, assessments, attendance, communications, grading, reporting, certificates or other educational workflows.

2.2 Tenant is the education and service provider

As between TWOOTL and the Tenant, the Tenant alone is the provider, organiser and operator of its Courses and related educational services. The Tenant is solely responsible for all commitments, representations and obligations made to its Learners, prospective Learners, parents, guardians, Instructors and other persons in connection with its Courses.

2.3 No contractual or commercial relationship with Learners or Instructors

Except where TWOOTL separately and expressly agrees otherwise in writing:

1. TWOOTL has no commercial, educational, employment, agency, fiduciary or contractual relationship with any Instructor or Learner merely because that person accesses the Platform;
2. all Instructors and Learners access the Platform solely through, for and under the authority of the Tenant;
3. any act or omission of an Authorised User in connection with the Tenant Account will be treated, as between TWOOTL and the Tenant, as an act or omission of the Tenant;
4. the Tenant is responsible for establishing and maintaining its own contractual arrangements with its Instructors and Learners; and
5. no Instructor or Learner is intended to be a third-party beneficiary of these Terms.

2.4 No agency

Nothing in these Terms creates a partnership, joint venture, franchise, employment, fiduciary, representative or agency relationship between TWOOTL and the Tenant. Neither party may bind the other except where expressly authorised in writing.

3. Tenant’s Educational Responsibilities

The Tenant has sole responsibility for its education and coaching business. Without limitation, the Tenant is responsible for:

1. designing, selecting and approving Course content and curricula;
2. determining Course duration, format, schedules, batches and eligibility criteria;
3. setting and collecting Course fees;
4. establishing cancellation, postponement, transfer and refund policies for Learners;
5. providing Courses as advertised;
6. appointing, engaging, compensating and supervising Instructors;
7. verifying Instructor qualifications, credentials, experience and suitability where required;
8. ensuring appropriate safeguarding measures for Learners, particularly minors;
9. conducting examinations and assessments;
10. grading and evaluating Learners;
11. determining Course completion criteria;
12. issuing any academic or Course-related representations;
13. maintaining any approvals, registrations, affiliations, licences or permissions required for the Tenant’s business or Courses;
14. ensuring that Course advertising, testimonials, rankings, success claims, placement claims, salary claims, examination-pass claims and similar representations are accurate, lawful and substantiated;
15. complying with consumer, education, advertising, tax, employment, child-protection, data-protection and other laws applicable to the Tenant; and
16. resolving disputes with Learners, parents, guardians or Instructors regarding Courses.

TWOOTL has no obligation to investigate whether a Tenant is legally entitled to conduct a particular Course and does not assume responsibility merely because the Platform permits the Tenant to configure or publish that Course.

4. Hybrid and Offline Courses

Where a Tenant uses TWOOTL in connection with classroom-based, physical, blended or hybrid Courses, the Tenant acknowledges that TWOOTL has no control over and accepts no responsibility for:

1. physical premises used for classes;
2. health and safety at Course locations;
3. travel or transportation;
4. conduct of Instructors or Learners at physical locations;
5. physical attendance;
6. accidents, injuries, theft, harassment, misconduct or other incidents occurring offline;
7. equipment used during physical instruction;
8. compliance of premises with fire, occupancy, accessibility or other requirements; or
9. any cancellation or interruption of physical classes.

The Tenant is solely responsible for maintaining appropriate policies, insurance and safeguards applicable to its offline operations.

5. Account Registration and Administration

5.1 Tenant Account

The Tenant must provide accurate, complete and current registration, billing and organisational information and promptly update information if it changes.

5.2 Administrators

The Tenant may appoint administrators with authority to configure the Tenant Account, create Courses, onboard Authorised Users, manage permissions, access reports and perform other administrative functions. The Tenant is responsible for determining which persons should receive administrative privileges.

5.3 Account Security

The Tenant must:

1. protect passwords, authentication credentials and administrator access;
2. use reasonable security practices;
3. prevent unauthorised account sharing;
4. promptly disable access for persons who are no longer authorised;
5. notify TWOOTL promptly of suspected account compromise; and
6. remain responsible for activity occurring through its Account unless directly caused by a breach of TWOOTL systems.

TWOOTL may require password resets, multi-factor authentication or other security measures where reasonably necessary.

6. Authorised Users

The Tenant may permit Authorised Users to use the Platform only for purposes connected with the Tenant’s legitimate use of the Services. The Tenant shall ensure that its Authorised Users comply with all usage restrictions and applicable policies made available by TWOOTL.

The Tenant remains responsible to TWOOTL for all use of the Platform through its Account, including use by Instructors, Learners and administrators.

TWOOTL may restrict or disable an Authorised User’s access if TWOOTL reasonably believes that the relevant use:

1. violates Applicable Law;
2. compromises Platform security;
3. infringes third-party rights;
4. exposes TWOOTL or another person to legal or regulatory risk; or
5. materially breaches these Terms.

Such restriction shall not create a direct educational or commercial relationship between TWOOTL and that Authorised User.

7. Subscription Licence

Subject to payment of applicable fees and compliance with these Terms, TWOOTL grants the Tenant during the Subscription Term a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services included in its applicable subscription solely for the Tenant’s internal business and educational operations.

The Tenant acquires no ownership interest in the Platform. All rights not expressly granted are reserved by TWOOTL.

8. Subscription Plans, Usage Limits and Changes

Different plans may contain different Authorised User or Learner limits, storage limits, artificial-intelligence usage allowances, Course or batch limits, support levels, integration capabilities, functionality, data-retention periods or other usage entitlements.

The applicable limits are those displayed at purchase or specified in the Order Form. If usage exceeds the purchased entitlement, TWOOTL may require the Tenant to purchase additional capacity, upgrade its plan, purchase additional credits or reduce usage.

TWOOTL may introduce new features, alter non-material functionality, improve the Platform, discontinue outdated functionality or change technical requirements as part of the normal evolution of the Services. TWOOTL will use commercially reasonable efforts to provide advance notice of any material discontinuation that substantially affects paid Services during an existing Subscription Term, except where immediate action is required for legal, security or third-party dependency reasons.

9. Fees and Payment

9.1 Subscription Fees

The Tenant shall pay all fees specified in the applicable Order Form or checkout process. Unless otherwise expressly stated:

1. fees are exclusive of applicable taxes, including GST;
2. payment obligations are non-cancellable;
3. amounts paid are non-refundable except where these Terms, an Order Form or Applicable Law expressly provides otherwise;
4. unused portions of a Subscription Term do not entitle the Tenant to a refund; and
5. fees for bespoke development, migration, implementation, integration or other professional services are separate from subscription fees unless expressly included.

9.2 Payment Due Dates

Invoices are payable within the period specified in the applicable Order Form or invoice. TWOOTL may suspend Services for overdue undisputed amounts after providing reasonable notice.

9.3 Taxes

The Tenant is responsible for applicable taxes, duties and governmental charges arising from its purchase of the Services, excluding taxes imposed on TWOOTL’s net income.

9.4 Renewal

Renewal terms shall be as specified in the applicable Order Form or subscription checkout. Where a subscription is expressly identified as automatically renewing, it will renew for the stated renewal period unless cancelled in accordance with the applicable subscription terms.

10. Trials, Demonstrations and Free Access

TWOOTL may provide trials, demonstrations, pilots, beta services or complimentary access. Unless otherwise agreed in writing:

1. trial or free Services may be changed, limited or withdrawn at any time;
2. trial data may be deleted after expiration of the trial;
3. trial Services are provided without service-level commitments; and
4. TWOOTL has no obligation to preserve trial configurations or data unless the Tenant converts to a paid subscription.

11. Learner Course Fees and Tenant Transactions

TWOOTL’s subscription fees are charged to the Tenant for use of the software. TWOOTL is not the seller of the Tenant’s Courses and is not responsible for Course fees charged by the Tenant to Learners.

Any contract for the purchase of a Course is between the Tenant and the relevant Learner or purchaser. Accordingly, the Tenant is solely responsible for Course pricing, invoices or receipts issued to Learners, refunds, cancellations, taxes applicable to Course sales, chargebacks, payment disputes, consumer complaints and fulfilment of the Course purchased.

If TWOOTL enables integration with a Third-Party Service for processing Learner payments, such functionality is a technical convenience only unless an Order Form expressly provides otherwise. TWOOTL shall not become the merchant, seller, education provider or contracting party for a Course merely because payment functionality is integrated with the Platform. Third-party payment-provider terms, charges, settlement timelines, KYC requirements, chargeback rules and service availability may apply.

12. Tenant Content

12.1 Ownership

As between TWOOTL and the Tenant, the Tenant retains ownership of its Tenant Content. TWOOTL does not acquire ownership of the Tenant’s Course materials merely because they are uploaded to or stored on the Platform.

12.2 Licence to TWOOTL

The Tenant grants TWOOTL and its authorised subcontractors a limited, worldwide, non-exclusive licence during the applicable period to host, copy, process, transmit, display, format, back up and otherwise use Tenant Content only to provide the Services, support the Tenant, secure and maintain the Platform, comply with lawful obligations and perform other activities expressly authorised by the Tenant.

12.3 Tenant Warranty

The Tenant represents and warrants that it owns Tenant Content or has all licences, consents and permissions necessary to use it; use of Tenant Content through the Platform does not infringe copyright, trademarks, privacy, publicity, confidentiality or other rights; Tenant Content is lawful; all personal data contained in Tenant Content has been collected and disclosed to TWOOTL lawfully; and the Tenant has authority to instruct TWOOTL to process such information.

13. Copyright and Intellectual Property of Course Materials

The Tenant is solely responsible for ensuring that its Course materials do not unlawfully reproduce textbooks, videos, examination papers, photographs, software, music, publications, question banks or other third-party works.

TWOOTL does not verify the copyright status of materials uploaded by a Tenant. TWOOTL may disable or remove material where it receives a credible infringement complaint, valid legal notice, court order or governmental direction, or where TWOOTL reasonably believes continued hosting creates material legal risk. The Tenant shall promptly cooperate with TWOOTL in responding to infringement complaints relating to Tenant Content.

14. TWOOTL Intellectual Property

TWOOTL and its licensors retain all right, title and interest in and to the Platform, software and source code, object code, APIs, databases and database structures, user interfaces, algorithms, workflows, Platform designs, Documentation, TWOOTL trademarks and branding, improvements and modifications, and technology underlying the Services.

Except for the limited subscription right expressly granted under these Terms, no TWOOTL intellectual-property rights are transferred to the Tenant.

15. Restrictions on Platform Use

The Tenant and its Authorised Users must not:

1. copy, sell, rent, lease, sublicense, distribute or commercially exploit the Platform except through permitted use of the Tenant’s Courses;
2. reverse engineer, decompile, disassemble or attempt to derive source code except to the limited extent such restriction is prohibited by law;
3. circumvent usage limitations, authentication or security mechanisms;
4. probe, scan or test Platform vulnerability without TWOOTL’s prior written permission;
5. introduce malware, ransomware, viruses, malicious scripts or harmful code;
6. attempt unauthorised access to another Tenant’s data;
7. scrape, harvest or systematically extract Platform data except through authorised functionality;
8. interfere with Platform availability;
9. use automated means that place unreasonable load on infrastructure;
10. use the Platform to violate Applicable Law;
11. impersonate another person;
12. use the Services to send unlawful unsolicited communications;
13. store or distribute unlawful, defamatory, obscene, hateful, exploitative or infringing material;
14. facilitate fraud or deception;
15. use the Platform in a manner that endangers children;
16. resell access to the Platform as a standalone software service without TWOOTL’s written permission; or
17. remove TWOOTL proprietary notices except where white-labelling is expressly included in the subscription.

16. Certificates

The Platform may include tools enabling a Tenant to create, configure, generate, display, download, email or otherwise make certificates available to Learners.

The Tenant expressly acknowledges that:

1. any certificate is issued solely by or on behalf of the Tenant;
2. TWOOTL is merely providing the technical functionality used to generate or deliver the certificate;
3. TWOOTL is not the issuer, awarding institution, accreditation authority or certifying authority for any Tenant Course;
4. TWOOTL does not independently verify that the Learner satisfied the Tenant’s Course requirements;
5. TWOOTL does not represent that any certificate has academic, professional, regulatory, employment, immigration or other recognition; and
6. the Tenant is solely responsible for determining the wording, branding, signatories, eligibility criteria, validity and representations appearing on certificates.

Where the Platform provides a certificate-verification URL, QR code or similar feature, such verification only indicates that the relevant record exists within the Platform. It does not constitute TWOOTL’s endorsement, accreditation or independent validation of the underlying Course or qualification.

17. Assessments, Scores and Academic Records

Assessment tools provided by TWOOTL are administrative technology tools. The Tenant is responsible for assessment questions, marking schemes, scoring methodology, pass/fail thresholds, evaluation, assessment integrity, academic decisions and consequences resulting from assessment outcomes.

TWOOTL does not warrant that an online assessment is invulnerable to cheating, impersonation, unauthorised assistance or technical interruption. Unless expressly agreed in writing, the Platform does not constitute a secure professional examination, government examination or legally regulated testing system.

18. Artificial Intelligence Features

The Platform may provide features using artificial intelligence, machine learning or generative technologies, including tools that assist in creating questions, quizzes, explanations, summaries, learning material or analytics (“AI Features”).

The Tenant acknowledges that AI-generated output may contain factual, logical, linguistic or pedagogical errors; may be incomplete or unsuitable; may reproduce or resemble third-party material; may not be unique; may reflect biases or limitations; and must not be assumed to be accurate merely because it was generated by the Platform.

The Tenant and its Instructors are responsible for reviewing AI-generated output before using it with Learners. TWOOTL does not substitute for professional academic judgement. The Tenant must not knowingly submit information to AI Features where it lacks the lawful authority to do so. The Tenant remains responsible for any Course materials, assessments, decisions or communications generated or assisted by AI Features.

19. Live Classes, Recordings and Communications

Where the Platform supports live instruction, video conferencing, streaming, chat, announcements, notifications or recordings, the Tenant is responsible for determining whether sessions will be recorded, providing appropriate notices regarding recording, obtaining any consent required by Applicable Law, controlling who may access recordings, ensuring Instructor and Learner conduct is appropriate, determining retention periods, preventing unauthorised distribution of recordings, and complying with applicable privacy, telecommunications and communications laws.

TWOOTL does not monitor live instruction as an education supervisor and is not responsible for statements, conduct or materials communicated by Instructors or Learners.

20. Minors and Child Safeguarding

The Tenant acknowledges that Courses may involve minors. The Tenant is solely responsible for determining whether a Learner is a child or minor under Applicable Law and for establishing lawful processes relating to such Learners.

Without limiting the foregoing, where required by Applicable Law, the Tenant must:

1. obtain valid and verifiable consent from a parent or lawful guardian before processing a child’s personal data;
2. provide required privacy notices;
3. maintain evidence of such consent where appropriate;
4. ensure communications with minors are appropriate;
5. implement reasonable safeguarding procedures;
6. ensure Instructors interacting with minors are appropriately appointed and supervised;
7. comply with restrictions applicable to behavioural monitoring, tracking or targeted advertising involving children;
8. respond appropriately to parent or guardian requests; and
9. ensure that the Tenant’s use of the Platform is suitable for the relevant age group.

The Tenant must not rely upon TWOOTL’s provision of software as evidence that the Tenant has complied with child-protection or parental-consent requirements. TWOOTL may implement technical features intended to assist a Tenant with age, consent or guardian-management workflows, but responsibility for determining whether those workflows satisfy the Tenant’s legal obligations remains with the Tenant.

21. Data Protection — General Allocation of Responsibilities

21.1 Compliance

Each party shall comply with Applicable Law relating to personal data to the extent applicable to that party and its activities. References in these Terms to privacy or data-protection requirements include such laws as amended, notified and brought into force from time to time.

21.2 Tenant’s Role

To the extent the Tenant determines why and how personal data concerning Instructors, Learners or other Tenant users is processed through the Platform, the Tenant acts as the relevant data fiduciary, data controller or equivalent responsible party under Applicable Law.

The Tenant is responsible for identifying a lawful basis for collection and processing, delivering legally required notices, obtaining consent where required, establishing appropriate retention periods, responding to rights requests, ensuring accuracy where required, deciding which persons are granted Platform access, ensuring personal data uploaded to TWOOTL is lawful and complying with special requirements relating to children.

21.3 TWOOTL’s Role

Where TWOOTL processes personal data solely on documented instructions of the Tenant to provide the Services, TWOOTL acts as the Tenant’s data processor or equivalent service provider. TWOOTL may separately act as an independent data fiduciary/controller for limited purposes relating to Tenant account administration, billing and taxation, fraud prevention, security monitoring, legal compliance, service analytics using information TWOOTL is independently permitted to process, and communications concerning TWOOTL’s direct relationship with the Tenant.

21.4 Data Processing Agreement

Where required, the parties may be subject to a separate Data Processing Agreement (“DPA”). For matters specifically concerning processing of personal data on behalf of the Tenant, the DPA prevails over inconsistent provisions of these Terms.

22. Tenant Data Instructions

The Tenant instructs TWOOTL to process Tenant Content and relevant personal data as reasonably necessary to host and operate the Platform, authenticate users, provide Course functionality, deliver communications configured by the Tenant, host or transmit content, maintain records, provide analytics and reports, provide support, prevent fraud and abuse, maintain security, create backups, integrate with Tenant-selected Third-Party Services and otherwise perform the Tenant’s documented instructions consistent with these Terms.

TWOOTL is not responsible for the legality of the Tenant’s instructions.

23. Data Security

TWOOTL shall maintain commercially reasonable technical and organisational safeguards appropriate to the nature of the Services. Such measures may include, as appropriate, encrypted network communications, access controls, role-based permissions, authentication controls, logging and monitoring, backups, infrastructure security controls, vulnerability and patch-management practices, and incident-response procedures.

No internet-based or cloud-hosted system is completely secure, and TWOOTL does not warrant that security incidents can never occur. The Tenant remains responsible for security of its own devices, networks, user credentials and administrative practices.

24. Data Incidents

Where TWOOTL becomes aware of a confirmed personal-data security incident affecting personal data processed on behalf of the Tenant, TWOOTL shall notify the Tenant without undue delay or within any shorter period expressly required under an applicable DPA.

TWOOTL shall provide information reasonably available to it to assist the Tenant in complying with applicable notification obligations. The Tenant is responsible for making notifications to affected individuals, regulators or other persons where the Tenant is legally required to do so, except where Applicable Law directly imposes such notification obligation upon TWOOTL.

The Tenant shall promptly notify TWOOTL of any security incident arising from the Tenant’s systems, administrators, Instructors or other Authorised Users that may affect the Platform.

25. Data Export, Retention and Deletion

During an active subscription, the Tenant should use available Platform functionality to maintain appropriate copies or exports of information required for its business.

Upon termination or expiration:

1. the Tenant’s access may cease;
2. TWOOTL may provide a limited period for data export where technically available and commercially reasonable;
3. following any applicable export period, TWOOTL may delete Tenant data from active systems;
4. information may remain temporarily in backups until overwritten through ordinary backup cycles; and
5. TWOOTL may retain information to the extent required by Applicable Law, legitimate dispute-management requirements or legally binding governmental directions.

Specific retention arrangements in a DPA, Order Form or subscribed plan shall prevail where applicable.

26. Anonymised and Aggregated Information

TWOOTL may create and use statistics, metrics and analytics derived from use of the Platform where such information has been aggregated or anonymised such that it no longer constitutes identifiable personal data under Applicable Law. Such information may be used for security, capacity planning, benchmarking, product development, service improvement and business analytics.

TWOOTL will not represent anonymised statistics as identifying a specific Tenant unless the Tenant has authorised such disclosure.

27. Third-Party Services and Integrations

The Platform may interoperate with Third-Party Services. Use of Third-Party Services may be subject to separate terms between the Tenant and the relevant provider.

Where a Third-Party Service is contracted directly by the Tenant, TWOOTL is not a party to that agreement, is not responsible for third-party fees, does not control third-party availability, does not warrant the Third-Party Service, is not responsible for changes made by the third party, and is not liable for losses caused by the third party except to the extent directly caused by TWOOTL’s own breach.

The Tenant authorises TWOOTL to exchange information with an enabled Third-Party Service to the extent necessary to provide the requested integration. If a third-party provider changes or discontinues its service, API, pricing or technical requirements, TWOOTL may modify, suspend or discontinue the affected integration.

28. Support, Maintenance and Availability

Support applicable to the Tenant shall be provided according to the subscribed plan, applicable Order Form and, where separately published or agreed, TWOOTL’s Service Level Agreement.

TWOOTL may perform routine maintenance, upgrades, security patches, emergency maintenance and infrastructure changes. Where practicable, TWOOTL will endeavour to schedule material planned maintenance in a manner intended to reduce disruption.

Availability commitments, if any, are governed exclusively by the applicable SLA. Any service credits expressly provided under an SLA shall be the Tenant’s sole financial remedy for failure to meet an SLA availability target unless otherwise stated in the Order Form.

29. Backups

TWOOTL may maintain automated backups according to its applicable infrastructure practices and subscribed plan. Backups are intended primarily for disaster recovery and continuity and are not a substitute for the Tenant maintaining records required for its own legal, regulatory or business purposes.

TWOOTL does not warrant that an individual file or item deleted by a Tenant can always be restored from backup.

30. Tenant Compliance with Law

The Tenant shall use the Services only for lawful purposes. Without limiting the Tenant’s other obligations, the Tenant is solely responsible for ensuring compliance with laws applicable to its Courses, educational or coaching activities, advertising, consumer transactions, Instructor engagement, employment and contractor relationships, intellectual property, Course refunds, taxation, personal data, minors and child protection, electronic communications, online and offline assessments, accessibility requirements applicable to the Tenant, and any regulated professional or vocational training it offers.

TWOOTL’s provision of Platform functionality does not constitute legal advice or confirmation of the Tenant’s regulatory compliance.

31. Tenant Terms with Learners and Instructors

The Tenant shall maintain appropriate terms, policies and contractual arrangements governing its relationship with its Learners and Instructors. Such arrangements should, as applicable, address Course terms, fees, refunds, intellectual property, acceptable conduct, assessments, recordings, privacy, parental consent, Course cancellation, certificates, Instructor obligations and limitation of the Tenant’s own liabilities.

The Tenant shall not represent that TWOOTL is responsible for obligations owed by the Tenant to its Learners or Instructors.

32. Complaints by Learners or Third Parties

If TWOOTL receives a complaint regarding a Tenant, Course, Instructor, certificate, refund, Course fee, content or educational service, TWOOTL may refer the complainant to the Tenant. The Tenant shall cooperate promptly in investigating and resolving such complaint.

TWOOTL may take interim protective action, including restricting access or preserving relevant information, where reasonably necessary to comply with law, protect a person from harm, protect Platform security, respond to intellectual-property claims or mitigate material legal or regulatory risk. TWOOTL’s decision to take or refrain from taking such action does not make TWOOTL responsible for the underlying dispute.

33. Monitoring and Removal of Content

TWOOTL is not required to pre-screen all Tenant Content. However, TWOOTL may remove, restrict, preserve or disable access to content or accounts where required by Applicable Law, directed by a court or competent governmental authority, reasonably necessary to investigate security or abuse, credible evidence indicates infringement of third-party rights, the content creates an immediate risk of harm, the content materially breaches these Terms, or continued hosting presents material legal or security risk to TWOOTL or its customers.

Where legally and reasonably possible, TWOOTL will endeavour to notify the Tenant of material action taken under this section.

34. Confidentiality

Each party may receive non-public confidential information from the other. The recipient shall use confidential information only for purposes of the relationship contemplated by these Terms, protect it using reasonable care, disclose it only to personnel, advisers and subcontractors who reasonably need access and are subject to appropriate confidentiality obligations, and not disclose it to third parties except as permitted by these Terms or required by law.

Confidential information does not include information that the recipient can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from a third party without confidentiality restriction, or is independently developed without use of the other party’s confidential information.

35. Feedback

If the Tenant voluntarily provides suggestions, ideas or feedback regarding improvement of the Platform, the Tenant grants TWOOTL a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without restriction or payment. This does not transfer ownership of the Tenant’s Course content or confidential information.

36. Tenant Branding

Where the Services permit Tenant branding, the Tenant grants TWOOTL a limited licence to use the Tenant’s names, logos, trademarks and other branding solely to configure and operate the Tenant’s environment and provide the Services.

TWOOTL will not obtain ownership of the Tenant’s trademarks through such use. Any public use of the Tenant’s name or logo as a customer reference shall be subject to the applicable Order Form or the Tenant’s separate permission.

37. Suspension Rights

TWOOTL may suspend all or part of the Tenant’s access where reasonably necessary because fees are materially overdue; the Tenant materially breaches these Terms; the Tenant exceeds agreed usage limits and fails to regularise usage; the Account has been compromised; the Tenant’s use threatens Platform security or availability; TWOOTL reasonably believes unlawful activity is occurring; continuation would expose TWOOTL to material legal or regulatory risk; a governmental authority, court or law requires suspension; or a critical Third-Party Service necessary to provide the affected functionality is unavailable.

Where circumstances reasonably permit, TWOOTL will provide notice and an opportunity to remedy the issue before suspension. TWOOTL may act immediately where delay could cause harm, security risk or legal non-compliance.

38. Term and Termination

38.1 Term

These Terms remain in effect while the Tenant maintains an Account, an active Order Form or otherwise uses the Services.

38.2 Termination for Breach

Either party may terminate an affected Order Form if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice, unless the breach is incapable of cure.

38.3 Immediate Termination

TWOOTL may terminate or suspend immediately where continued provision of Services is unlawful; the Tenant uses the Services for fraud or serious illegal activity; the Tenant intentionally compromises security; the Tenant repeatedly infringes third-party rights; the Tenant becomes insolvent or ceases business, to the extent permitted by law; or the Tenant’s conduct creates a material risk of harm to TWOOTL, its infrastructure or other users.

38.4 Effect of Termination

Upon termination, Tenant access rights cease; outstanding fees become payable; the Tenant must stop representing that it has an active TWOOTL subscription; each party remains responsible for obligations accrued before termination; and provisions intended by their nature to survive shall survive.

39. Warranties by the Tenant

The Tenant represents and warrants that it has legal capacity and authority to enter into these Terms; the person accepting these Terms is authorised to bind the Tenant; information provided to TWOOTL is accurate; it has the legal right to operate its business and Courses; Tenant Content may lawfully be processed through the Platform; it will comply with Applicable Law; it will not misrepresent TWOOTL’s role; it will obtain required consents from Authorised Users; it will appropriately address requirements applicable to minors; and it will not use the Platform to infringe third-party rights.

40. Disclaimer of Warranties

To the maximum extent permitted by Applicable Law, except for any express commitments in an applicable Order Form or SLA, the Services are provided on an “as is” and “as available” basis.

TWOOTL disclaims implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and error-free or uninterrupted operation, to the extent such warranties may lawfully be disclaimed.

Without limiting the foregoing, TWOOTL does not warrant that the Platform will be available without interruption; every error will be corrected; the Platform will meet every Tenant-specific requirement; use of the Platform will cause a Course to comply with law; Course content is correct; Learners will achieve educational outcomes; Instructors are qualified; certificates will be accepted by any institution, employer or authority; assessments cannot be manipulated or cheated; Third-Party Services will remain available; or AI-generated output will be correct or suitable.

41. Exclusion of Educational Liability

To the maximum extent permitted by law, TWOOTL shall not be liable for claims arising from:

1. quality or delivery of a Course;
2. Instructor conduct;
3. Learner conduct;
4. Course cancellation;
5. Course refunds;
6. educational outcomes;
7. examination results;
8. Course advertising;
9. incorrect Course material;
10. physical classroom incidents;
11. employment or placement claims;
12. accreditation or recognition of a Course;
13. certificates issued by a Tenant;
14. assessments designed or administered by a Tenant;
15. disputes between a Tenant and an Instructor;
16. disputes between a Tenant and a Learner;
17. disputes between Learners; or
18. commitments made independently by the Tenant.

42. Indemnity by Tenant

To the maximum extent permitted by Applicable Law, the Tenant shall defend, indemnify and hold harmless TWOOTL, its affiliates and their respective partners, directors, officers, employees, contractors and agents from and against third-party claims, proceedings, losses, liabilities, penalties, damages, settlements, reasonable legal fees and costs arising out of or relating to:

1. the Tenant’s Courses;
2. Tenant Content;
3. infringement or alleged infringement of third-party intellectual-property rights by Tenant Content;
4. the Tenant’s breach of Applicable Law;
5. the Tenant’s breach of these Terms;
6. Instructor acts or omissions;
7. Learner claims concerning Courses;
8. Course fees, refunds, cancellations or consumer claims;
9. certificates;
10. educational or employment claims;
11. physical or hybrid Course activities;
12. Tenant advertising or representations;
13. processing of personal data based on unlawful or deficient Tenant instructions;
14. failure by the Tenant to provide notices or obtain required consent, including parental or guardian consent;
15. unlawful communications initiated by the Tenant;
16. the Tenant’s misuse of AI-generated material;
17. Tenant-configured Third-Party Services; or
18. acts or omissions of Authorised Users.

TWOOTL shall provide reasonable notice of an indemnified claim and reasonable cooperation at the Tenant’s expense. The Tenant shall not enter a settlement that admits wrongdoing or imposes obligations on TWOOTL without TWOOTL’s prior written consent.

43. Limitation of Liability

43.1 Excluded Damages

To the maximum extent permitted by Applicable Law, neither TWOOTL nor its affiliates shall be liable for any indirect, incidental, special, exemplary, punitive or consequential damages; loss of profits, revenue, business opportunity, goodwill, reputation or anticipated savings; or loss arising from a Tenant’s failure to maintain appropriate copies of its records, whether arising in contract, tort, negligence, strict liability or otherwise, even if advised that such loss may occur.

43.2 Aggregate Liability Cap

To the maximum extent permitted by law, TWOOTL’s total aggregate liability arising out of or relating to the Services, these Terms and all applicable Order Forms shall not exceed the total subscription fees actually paid by the Tenant to TWOOTL for the affected Services during the twelve (12) months immediately preceding the event first giving rise to the claim.

If the claim arises during a free trial or free Service, TWOOTL’s aggregate liability shall not exceed INR 10,000.

43.3 Exceptions Required by Law

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

43.4 Allocation of Risk

The parties acknowledge that the fees charged for the Services reflect the allocation of risk contained in these Terms and that the limitations in this section are an essential basis of the bargain.

44. Force Majeure

TWOOTL shall not be liable for delay or failure caused by circumstances outside its reasonable control, including natural disasters, flood, fire, epidemic or pandemic, war, terrorism, civil disturbance, governmental action, court or regulatory orders, labour disruption, internet or telecommunications failure, widespread cloud-service outage, power-grid failure, cyberattack not reasonably preventable through commercially reasonable safeguards, failure of a critical Third-Party Service or events having a comparable effect.

TWOOTL shall use commercially reasonable efforts to restore affected Services.

45. Government and Legal Requests

TWOOTL may preserve, restrict, disclose or provide access to information where reasonably necessary to comply with Applicable Law, a court order or a legally valid request from a competent governmental or law-enforcement authority. Where legally permitted and reasonably practicable, TWOOTL may notify the Tenant of such request.

46. Grievance and Abuse Reporting

TWOOTL may designate a grievance, abuse, privacy or compliance contact for complaints concerning Platform access, unlawful content, security or matters for which TWOOTL has legal responsibility.

Contact: info@jumpstartsys.com.

Where Applicable Law prescribes mandatory complaint-handling or grievance timelines, TWOOTL shall process complaints within those legally applicable timelines. Course-related, teaching-related, Instructor-related, Course-fee-related and refund-related complaints remain the Tenant’s responsibility and may be redirected to the Tenant.

47. Changes to These Terms

TWOOTL may amend these Terms from time to time. For material changes affecting an existing paid subscription, TWOOTL will use reasonable means to provide notice, such as email, Account notification or publication within the Platform.

Changes may take effect immediately where reasonably necessary for Applicable Law, security, fraud prevention, regulatory compliance or changes to Third-Party Services. Continued use of the Services after the effective date of updated Terms constitutes acceptance to the extent permitted by Applicable Law. Where required, TWOOTL may require affirmative electronic acceptance of revised Terms.

48. Changes to the Services

TWOOTL may continuously develop, update and improve the Platform. TWOOTL may introduce, modify or remove functionality provided that it does not materially eliminate the core functionality purchased by a Tenant during a prepaid Subscription Term without providing a commercially reasonable alternative, except where the change is required by law, security considerations or discontinuation of a Third-Party Service beyond TWOOTL’s reasonable control.

Experimental, preview and beta functionality may be changed or discontinued at any time.

49. Subcontractors and Service Providers

TWOOTL may use affiliates, cloud infrastructure providers, hosting providers, communications providers, artificial-intelligence providers, support providers and other subcontractors in providing the Services. TWOOTL remains responsible for performing its contractual obligations to the extent required by these Terms and Applicable Law.

Processing of personal data by subprocessors may be further addressed in the applicable DPA.

50. Assignment

The Tenant may not assign, transfer or delegate these Terms or an Order Form without TWOOTL’s prior written consent, except as otherwise expressly agreed.

TWOOTL may assign these Terms to an affiliate, a successor in connection with merger, reorganisation or restructuring, or an acquirer of substantially all of the relevant business or assets. Any prohibited assignment is void to the extent permitted by law.

51. Notices

Legal notices to TWOOTL shall be sent to:

Jumpstart Systems LLP
Pune, Maharashtra, India
Email: info@jumpstartsys.com

Notices to the Tenant may be sent to the administrator or billing email associated with the Tenant Account. Electronic notices shall be valid to the extent permitted by Applicable Law.

52. Governing Law

These Terms and all non-contractual obligations arising out of or relating to them shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.

53. Dispute Resolution and Arbitration

The parties shall first attempt in good faith to resolve any dispute through discussions between authorised representatives.

If a dispute is not resolved within thirty (30) days after written notice of the dispute, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The arbitration shall:

1. be conducted by a sole arbitrator mutually appointed by the parties;
2. if the parties cannot agree on an arbitrator, be appointed in accordance with Applicable Law;
3. have its legal seat and venue at Pune, Maharashtra, India;
4. be conducted in English; and
5. result in a written award that shall be final and binding on the parties.

Subject to the arbitration provision, courts at Pune, Maharashtra shall have jurisdiction for interim measures, enforcement and matters that may lawfully be brought before a court. Nothing prevents either party from seeking urgent injunctive or protective relief from a court of competent jurisdiction where necessary to prevent misuse of intellectual property, confidential information, data or computer systems.

54. No Third-Party Beneficiaries

Except as expressly stated, these Terms are solely for the benefit of TWOOTL and the Tenant. No Instructor, Learner, parent, guardian, customer of the Tenant or other third party acquires a right to enforce these Terms merely by accessing or benefiting from the Platform.

55. Order of Precedence

If documents forming the agreement conflict, the following order shall generally apply:

1. an Order Form, but only for commercial or special terms expressly stated to override these Terms;
2. the Data Processing Agreement, for personal-data-processing matters;
3. the applicable Service Level Agreement, for service-level matters;
4. these Terms; and
5. other policies incorporated by reference.

An Order Form will not override a provision of these Terms merely because it addresses the same subject unless the conflict is clear.

56. Entire Agreement

These Terms together with applicable Order Forms, the DPA, SLA and incorporated policies constitute the entire agreement between TWOOTL and the Tenant regarding the Services and supersede prior discussions, proposals or representations concerning the same subject matter, except where expressly preserved in writing.

57. Waiver

Failure or delay in exercising a contractual right does not waive that right. A waiver is effective only for the specific matter for which it is given.

58. Severability

If any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent lawfully possible and the remaining provisions shall continue in effect. Where appropriate, an invalid provision shall be interpreted or modified as closely as legally possible to achieve its intended commercial purpose.

59. Headings

Headings are included for convenience only and do not affect interpretation.

60. Interpretation

Unless the context requires otherwise:

1. singular includes plural and vice versa;
2. “including” means “including without limitation”;
3. references to law include amendments, replacements and subordinate legislation;
4. references to writing include legally valid electronic communications; and
5. references to a person include an individual, company, LLP, partnership, association, governmental body and other legal entity.

61. Survival

Provisions concerning accrued payment obligations, intellectual property, confidentiality, data handling, indemnities, disclaimers, liability limitations, dispute resolution, governing law and any provision intended by its nature to survive shall survive termination or expiration.

62. Contact