Terms of service

These terms are between PaaS HQ Limited (NZBN 9429053652676) (“we”) and the institution that subscribes to Pallara (“you”). They apply together with the order form or proposal that records your plan and fees, the data processing terms and the acceptable use policy. Where an order form and these terms conflict, the order form wins.

1. The service

We provide Pallara as a hosted service: the staff portal, the student portal, the mobile application, and the APIs and integrations described in your plan. We may change and improve the service. We will not materially reduce core functionality during a paid term without your agreement.

Modules and integrations are enabled per institution. Some depend on credentials you hold with a third party — a payment provider, an accounting system, a government agency. Where you have not supplied those, the dependent feature is unavailable and no fee reduction arises from that alone.

2. Your account and your people

You are responsible for your users' accounts, the permissions you assign, and everything done under them. You must keep credentials secure and tell us promptly at [email protected] if you suspect unauthorised access.

You will not exceed the number of staff or learner seats in your plan without agreeing an adjustment with us.

3. Your data

Your data remains yours. We claim no ownership of learner records, course content, assessments or any other material you put into Pallara. You grant us the limited licence needed to host, process, back up and display it in order to provide the service, and to comply with law.

You are responsible for the accuracy of the data you enter and for having the authority to provide it. Statutory reporting obligations to TEC, NZQA, the Ministry of Education and StudyLink remain yours; Pallara prepares returns and, where a connection is enabled, transmits them on your instruction. We do not verify the accuracy of a return before it is submitted, and submitting one is an act by your staff.

Our handling of personal information is governed by the privacy policy and the data processing terms.

4. Our intellectual property

The Pallara platform, its software, design and documentation remain ours. You get a non-exclusive, non-transferable right to use it during your subscription. You must not copy, decompile or reverse engineer the platform, resell access, or use it to build a competing product.

5. Acceptable use

Use of Pallara is subject to the acceptable use policy. We may suspend access where use presents a security risk, breaches that policy, or is unlawful. Except in an emergency we will tell you first and give you a reasonable chance to fix it.

6. Fees

Fees, billing period and any implementation charges are set out in your order form. Fees are in New Zealand dollars and exclusive of GST unless stated otherwise. Invoices are payable within 20 days of the end of the month of invoice unless agreed otherwise.

We may adjust fees at renewal on at least 60 days' written notice before the renewal date. We will not increase fees mid-term.

7. Availability and support

We aim for high availability and monitor the service continuously, but we do not warrant that it will be uninterrupted or error free. Planned maintenance is notified in advance and scheduled outside New Zealand teaching hours where practicable.

Support is provided by email during New Zealand business hours. Where your order form records a service level, that service level applies and takes precedence over this clause.

8. Warranties

We warrant that we will provide the service with reasonable care and skill, and in accordance with applicable New Zealand law. To the extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

Consumer Guarantees Act. You acquire Pallara for the purposes of a business and the parties agree that the Consumer Guarantees Act 1993 does not apply. Sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and the parties agree it is fair and reasonable to be bound by this clause.

9. Liability

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

Our total aggregate liability under or in connection with these terms in any 12 month period is limited to the fees you paid us in the 12 months before the first event giving rise to the claim.

Nothing in these terms limits liability for fraud, wilful misconduct, personal injury or death, or any liability that cannot lawfully be limited. The liability cap does not apply to your obligation to pay fees, or to either party's breach of confidentiality obligations.

10. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform these terms, and disclose it only to people who need it and are under equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already known, or must be disclosed by law.

11. Term, termination and exit

Your subscription runs for the term in your order form and renews for successive equal terms unless either party gives written notice at least 30 days before the end of the current term.

Either party may terminate immediately if the other materially breaches these terms and does not remedy the breach within 30 days of written notice, or becomes insolvent.

On exit, you get your data. For 60 days after termination we will make your tenant data available for export in a machine-readable format, either through the platform's own export tools or as a database extract. After that period, and no later than 90 days after termination, we delete tenant data from active systems; backups age out on their normal cycle. Where you are subject to a records retention obligation that requires longer, tell us before termination and we will agree an arrangement in writing.

12. General

Publicity. We will not name you as a customer or use your logo without your prior written consent.

Sub-processors. We may engage the sub-processors listed at pallara.app/sub-processors and will give notice before adding a new one, as set out in the data processing terms.

Assignment. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole business.

Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate.

Notices. Notices to us go to [email protected] and to PaaS HQ Limited, 602 York Road, Midhirst 4394, New Zealand. Notices to you go to the contacts in your order form.

Entire agreement. These terms, the order form and the documents they incorporate are the whole agreement, and replace any earlier discussion or proposal.

Governing law. New Zealand law governs these terms, and the New Zealand courts have exclusive jurisdiction. The parties will attempt to resolve a dispute in good faith between senior representatives before commencing proceedings, except where urgent relief is needed.