Flexischools Asia - Service Provider Terms of Use

1.These terms and conditions and the Policies constitute an agreement between you and Flexischools.

2. Capitalised terms used but not otherwise defined in this agreement have the meaning given to them in clause 99.

3. You will be deemed to have accepted this agreement by accessing and using the Flexischools Service, including by installing the Flexischools App or using the Flexischools Website.

Grant of licence

4. Where the Principal has nominated you as a Service Provider, Flexischools will grant you, or will procure that you are granted, a personal, revocable, non-transferrable, non-exclusive limited licence to:

4.1 use and participate in the Flexischools Service; and

4.2 access and use the Flexischools Website, Software and Documentation on or through your equipment (as appropriate),

4.3 subject to the terms and conditions set out in this agreement, for the purpose of offering Goods and/or Services to Account Holders.

Flexischools Website and Software

5. The Flexischools Website and all of the content on the Flexischools Website is and remains the exclusive property of Flexischools.

6. The Flexischools Website will have the functionality set out in this agreement or as otherwise made available by Flexischools.

7. You acknowledge that there is no transfer of title or ownership to the Software or any modifications, updates and new releases thereto.

8. You acknowledge that Flexischools is not obliged to support the Software, whether by providing error-correction, modifications, new releases or enhancements or otherwise.

9. You agree that you will not, directly or indirectly (and will not allow others to):

9.1 use the Software for any purpose or in any manner other than as set out in this agreement;

9.2 copy the Software, except as necessary to access or use the Flexischools Service or otherwise install on your equipment;

9.3 sell, lease, transfer, give possession of, or sub-licence the Software to others; or

9.4 write or develop any derivative or other software programs, based, in whole or in part, on the Software.

Your obligations

10. Unless otherwise set out in this Agreement, you agree that you will not, and you will not allow any other person to, reproduce, modify or make error corrections to, customise, distribute or adapt the Flexischools Service, the Flexischools Website or its contents.

11. You agree that you will not, and You will not allow any other person to, use the Flexischools Service, the Flexischools Website or its contents:

11.1 so as to breach any applicable law, infringe a third party’s rights, or breach any standards, content requirements or codes promulgated by any relevant authority;

11.2 in connection with any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent, or in any way that could otherwise damage the reputation of Flexischools or the goodwill or other rights associated with the Flexischools Service; or

11.3 so as to modify or remove any copyright or proprietary notices on the Flexischools App, the Flexischools Website or in the Documentation.

Policies and procedures

12. In using the Flexischools Service You agree to comply with all policies and procedures that are notified to You or otherwise covered in the Documentation provided by Flexischools from time to time.

Keep confidential

13. You agree to keep confidential and secure any Confidential Information against any improper or unauthorised access or use any usernames, logins and passwords that are provided to You to access the Flexischools Service and your Materials. To avoid doubt, you must not allow any third parties to use such usernames, logins and passwords.

Equipment

14. You acknowledge that Flexischools will not provide or maintain the equipment required to access the Flexischools Service (such as handheld devices, mobile phones, computers, fax machines, telephone lines or internet connections) which is your responsibility.

15. Flexischools does not guarantee or warrant that your existing equipment, hardware or software is compatible with the Flexischools Service.

Liability for Goods and/or Services

16. You acknowledge that the Flexischools Service acts as a method for you to communicate offers to sell Goods and/or Services to Account Holders and for Account Holders to accept such offers and to make payments in respect of the same. In particular:

16.1 the display of the Materials on the Flexischools Website constitutes an offer to Account Holders to buy the Goods and/or Services displayed;

16.2 an order placed by an Account Holder through the Flexischools Service (including the Flexischools Website) constitutes acceptance of that offer and creates a legally binding contract between you and the Account Holder to supply the ordered Goods and/or Services at a Facility; and

16.3 You retain sole responsibility for the quality, safety and supply of Goods and/or Services.

17. You agree to comply with all applicable laws relating to the quality, safety and supply of Goods and/or Services (including those laws relating to the storing, supply, handling, preparing, transporting, labelling, distribution and manufacture of food).

18. You agree to maintain all necessary licences and approvals and authorisations.

19. You agree to maintain (and, where necessary, renew) appropriate insurance policies (including workers’ compensation insurance and public and product liability insurance).

Authorised Manager

20. You may appoint a person or person to act as Authorised Manager by notice in writing to Flexischools.

21. Flexischools will provide Your Authorised Managers with a username, login and password to the Flexischools Website for the purpose of viewing and modifying your Materials and viewing other information relating to your Facility and the Communications Functionality.

22. You agree to release, discharge and indemnify Flexischools from and against any claims, liabilities and expenses arising out of or in relation to your Authorised Manager’s use of the Flexischools Service.

Flexischools’ obligations

23. Flexischools agrees to provide the Flexischools Service to you in accordance with this agreement, the Schedule to this Agreement and any terms and conditions later agreed in writing between the parties.

24. Flexischools may provide all or part of the Flexischools Service itself or via Flexischools Australia, in its sole discretion from time to time. The provision of any part(s) of the Flexischools Service by Flexischools Australia does not create a separate agreement between you and Flexischools Australia, however Flexischools will hold the benefit of this agreement, including any consents provided hereunder, as trustee for Flexischools Australia.

25. Flexischools will use reasonable commercial efforts to maintain the Flexischools Service.

Manage Personal Data

26. Flexischools will manage your Personal Data in accordance with the Flexischools Privacy Statement. The Flexischools Privacy Statement explains how we will collect and use this information, and the way in which you can contact us with any questions or raise issues about any breach of the Privacy Law. To obtain further information about this use of information or the Flexischools Privacy Statement, you may contact Flexischools through the contact details available on the Flexischools Website.

27. Flexischools agrees to keep confidential and secure against any improper or unauthorised use any of your Materials or Account Holder data (including but not limited to Personal Data and transaction details) that are collected by the Flexischools Service. However, you acknowledge that Flexischools may use Account Holder information in the manner disclosed to and consented by Account Holders and you agree that Flexischools may collect, use and disclose information associated with use of the Flexischools Service provided that the information is de-identified, aggregated or otherwise made anonymous and use and disclose that de-identified, aggregated or otherwise anonymous information for any purpose with third parties provided that, in so doing, Flexischools does not reveal any personal information.

Insurance

28. Flexischools must maintain (and, where necessary, renew) appropriate insurance policies (including public and product liability insurance).

Intellectual Property Rights

29. You acknowledge that this agreement does not transfer or grant any Intellectual Property Rights to you in the Flexischools Service or its contents, except for the licence granted under clause 4.

30. You will not directly or indirectly do anything that would or might invalidate or put in dispute Flexischools' rights and title in the Flexischools Service.

31. Flexischools acknowledges that Materials provided by you or Authorised Managers (as appropriate) while using the Flexischools Service is owned by or licensed to you and Authorised Managers respectively. You agree to grant Flexischools a non-exclusive, transferable, sublicensable, royalty-free and worldwide licence to host, use, distribute, copy and display your Materials.

32. Flexischools acknowledges that Content provided by You, Administrators or Editors (as appropriate) while using the Communications Functionality is owned by or licensed to you, Administrators and Editors respectively. You agree to grant Flexischools a non-exclusive, transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, copy and display your Content.

33. If a person makes any claim alleging that any Flexischools Service infringes any Intellectual Property Rights of any person, you must:

33.1 promptly notify Flexischools in writing;

33.2 not make any admissions or take any action in relation to the claim without Flexischools' written consent;

33.3 permit Flexischools to take responsibility and control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and

33.4 cooperate with, assist and act at all times in accordance with the reasonable instructions of Flexischools, in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

Flexischools Accounts

34. Flexischools Service does not include a Stored Value Facility, and Flexischools will not hold any Stored Value on behalf of Account Holders.

35. The Principal is solely responsible for any Stored Value Facility operated in connection with the Flexischools Service, and holding Stored Value on behalf of Account Holders.

36. The Principal will be responsible for the balance of each Account (being the Stored Value allocated to each Account) and any amounts owing to you for purchases made but unsettled.

37. The Principal will be responsible for ensuring that the balance of an Account is sufficient to pay for any Goods and/or Services purchased from you.

38. If Flexischools suspends an Account, and a message notifying you of the suspended Account has been transmitted to your server, you will be responsible for collecting any consideration due in relation to subsequent transactions which you participate in on that Account.

39. Flexischools will provide you with a weekly statement of all purchase made from your Facility by Account Holders.

Flexischools online ordering

40. You agree to collect the online orders from the Flexischools Service in accordance with the procedures and Software provided by Flexischools as updated from time to time.

41. In the event of an internet or equipment failure at your site, Flexischools will provide an email or fax-based method of receiving the orders.

42. Flexischools will make the day’s orders available to you as they are placed online.

43. You acknowledge that the fulfilment of the orders is solely your responsibility, and in the event of an error in the supply of Goods and/or Services, you are responsible for resupplying the Goods and/or Services, or reimbursing the Principal for the value of the Goods and/or Services refunded to an Account Holder.

44. If you receive consideration for any Goods and/or Services, and a Chargeback occurs in connection with those Goods and/or Services, you agree to transfer an amount equal to the total Chargebacks and related fees to the Principal (or to another entity nominated by Flexischools) within 2 days of Flexischools providing notification to you.

45. Any prices included as part of the Materials will be your sole responsibility and risk.

Flexischools card system

46. As part of the Flexischools Card System, you are responsible for issuing, and re-issuing, cards to Account Holders. You will provide Flexischools with the required details and technical specifications for any existing student cards for the purposes of utilising these cards in the Flexischools Service. If changes to these specifications require development work by Flexischools, Flexischools will provide you with a quote for this work prior to commencing development.

Communications Functionality

47. Flexischools may make available to you the Communications Functionality. Where you choose to use this functionality, including by posting, uploading or otherwise incorporating any Content, the additional terms set out in clauses 48 to 67 apply.

48. You warrant that you have all rights and/or licences to any Content that you upload to or include on the Flexischools App, including any third-party Content.

49. Flexischools may update, alter or change the Communications Functionality at any time. Such updates, alterations or changes shall be effective immediately and incorporated into this agreement where such updates, alternations or changes impact these terms and conditions.

50. Flexischools may delete your Content in the Flexischools App.

51. Flexischools cannot guarantee the Flexischools App will be available at all times. Events such as maintenance, capacity restraints, security requirements and disruptions beyond the control of Flexischools (such as power failures and network disruptions) may result in disruptions or malfunctions.

52. The Flexischools App relies for part of its operation on other services, including as provided by third parties relevant to the App Stores (such as Apple or Google). As such, delivery of Content is not guaranteed and is subject to the data delivery policies or other requirements of these third parties.

53. Flexischools, in performing the required technical steps to provide the Communications Functionality, may:

53.1 transmit or distribute any information about your Content over various public networks and in various media; and

53.2 make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media, and you agree that this agreement shall permit Flexischools to take these actions.

54. You must not publish or provide Content that is:

54.1 subject to copyright or other lawful restrictions without written permission of the copyright owner; and/or

54.2 misleading, discriminatory, fraudulent, objectionable, pornographic, violent, hateful, vilifying, inciteful, illegal or in poor taste.

55. You must not publish images of a child under the age of 18 years without the express consent of the parent or guardian of such child.

56. You acknowledge that Flexischools may, at its absolute discretion, investigate and remove any Content.

57. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or organisations.

58. You must not use the Communications Functionality for any illegal purpose and Flexischools shall adhere to mandatory legal standards of reporting where illegal use is discovered or where Flexischools becomes aware of any illegal use.

59. You agree to comply with all laws, rules, and regulations applicable to the use of the Communications Functionality.

60. 67You must not do any of the following while accessing or using the Communications Functionality:

60.1 probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

60.2 access or search or attempt to access or search the Communications Functionality by any means (automated or otherwise) other than through published interfaces that are provided by Flexischools;

60.3 forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Communications Functionality to send altered, deceptive or false source-identifying information; and/or

60.4 interfere with, or disrupt, or attempt to disrupt, the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, or spamming through the Communications Functionality, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Flexischools Service and/or the Flexischools App in attempt to gain access to a locked box or purpose built secured area in an administration area, unless express permission has been granted by Flexischools.

61. You must not permit any third party other than a designated Editor to use the Communications Functionality without your authorisation.

62. You acknowledge that when an Account Holder adds itself or is added to the Administrator's or Editor's section in the Flexischools App (as applicable):

62.1 the Administrator will be able to view the name (but not the password or email address) of the Account Holder;

62.2 Content provided by You will be visible to that Account Holder;

62.3 You may be exposed to objectionable Content provided by that Account Holder; and

62.4 you may be exposed to advertising or promotional material provided by Flexischools, a Flexischools approved third party or that Account Holder.

63. Flexischools will investigate complaints made regarding inappropriate Content, or make its own enquiries, and may remove the Content, at Flexischools’ absolute discretion.

64. You are fully responsible for any Content included and/or notified as part of the Flexischools Service. Flexischools does not endorse, support, represent, or guarantee the completeness, truthfulness, tact, accuracy, or reliability of any Content or endorse any opinions expressed in the Content. Accordingly, you may not make any such representations in the Content.

65. Flexischools is not liable for any Content, including, but not limited to, any promises, errors or omissions, or any Loss or damage incurred as a result of use of or reliance on any Content that Flexischools has not included in the Flexischools Service itself or through a Flexischools third party service provider.

66. Flexischools will not honour any deals, promotions or promises made in the Content (other than those made directly by Flexischools or a Flexischools third party service provider).

67. You acknowledge that: (a) communications through the Flexischools Service are not secure and may be subject to interception and loss of data; and (b) You are responsible for your network security.

Training and support

68. Flexischools will provide you with instructions for Account Holders on the use of the Flexischools Service.

69. You will be responsible for disseminating the Flexischools Service instructions to Account Holders.

70. Flexischools staff will monitor the Flexischools Service and report faults to your designated Flexischools Service contact.

71. Flexischools will provide a help desk for any queries for the purpose of answering queries from your staff and Account Holders on the operation of the Flexischools Service. The operating hours of the help desk will be as advised by Flexischools from time to time.

POS Hardware and POS Support

72. Clauses 73 and 74 apply where you purchase POS Hardware and/or POS Support from Flexischools.

73. Subject to guarantees implied by statute which cannot be lawfully excluded from this agreement, no warranty is given by Flexischools as to the quality, suitability, fitness, merchantability, uninterrupted use, correspondence with any description or sample and accuracy of the POS Hardware for any purpose and any implied warranty is expressly excluded to the maximum extent permitted by law. Flexischools does not guarantee that the POS Hardware will work on all computer hardware platforms or configurations. You acknowledge that Flexischools provides products on an ‘as is’ basis. Flexischools will not be responsible for any Loss or damage to the POS Hardware arising out of its misuse or caused by the use of the POS Hardware other than in accordance with the intended purpose. The warranty applicable to the POS Hardware will be the current warranty provided by the manufacturer of the POS Hardware and any freight associated with a warranty claim on such products shall be at your own cost. Flexischools shall not be bound by nor be responsible for any term, conditions, representation or warranty given by the manufacturer of the POS Hardware.

74. POS Support does not include support for third party hardware or software which remains the responsibility of the third party.

Promotion and marketing

75. You are responsible for the promotion of the Flexischools Service to potential Account Holders.

76. Flexischools will provide you with information in electronic form to promote the Flexischools Service.

77. You will be responsible for disseminating the Flexischools Service instructions to Account Holders.

Limitation of liability

78. Nothing in this agreement limits, excludes or modifies any guarantees implied by statute which cannot be lawfully excluded from this agreement.

79. You acknowledge and agree that Flexischools:

79.1 is a distributor of your Materials and Content and is not responsible for the content of Your Materials and Content;

79.2 except for warranties implied by statute which cannot be lawfully excluded from this agreement, makes no warranties or representations about the Flexischools Service or the Software or their accuracy, reliability, completeness, currency, or ability to achieve any purpose;

79.3 except for liability for breach of guaranties implied by statute which cannot be lawfully excluded from this agreement, is not liable for any Loss or damage arising out of your use of the Flexischools Service;

79.4 does not warrant that You or the Account Holders will have continuous access to the Flexischools Service, or that the Flexischools Service will be free from errors or virusees;

79.5 is not liable if the Flexischools Service is unavailable for any reason; and

79.6 is not liable for any claims in relation to the Goods and/or Services, including their quality, merchantability or fitness for any particular purpose.

80. To the maximum extent permitted by law, Flexischools excludes:

80.1 from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any conditions, warranties and terms which cannot be lawfully excluded from this agreement;

80.2 except for liability in relation to a breach of guarantees implied by statute which cannot be lawfully excluded from this agreement, all liability to you for any Loss (including, without limitation, loss of profits or opportunity and any indirect, special or consequential loss) or damage suffered as a result of claims by any third person, such as an Account Holder, or in connection with the services and this agreement, even if:

80.2.1 Flexischools knew that loss or damage was possible; or

80.2.2 the loss or damage was otherwise foreseeable.

81. To the maximum extent permitted by law, Flexischools’ total liability to you for any and all breaches of this agreement or any other matter for which liability is not validly excluded under this agreement is limited, at Flexischools’ option, to any one of:

81.1 supplying again, the services in respect of which the breach occurred; or

81.2 paying to you an amount equivalent to any amount received from you in respect of the provision of the services to which the breach or liability relates.

82. If Flexischools believes that there is a threat to the security, stability or operation of the Flexischools Service, Flexischools may suspend your access to the Flexischools Service in whole or in part at any time without notice or compensation where deemed necessary in Flexischools’ sole discretion.

Indemnity

83. You agree to indemnify Flexischools against, and must pay Flexischools on demand, the amount of:

83.1 any Loss, claim, action, demand, fine, payment or legal liability which Flexischools pays, suffers, incurs or is liable for arising out of or connected with a breach by you of this agreement or related to the offer and /or supply of Goods and/or Services under this agreement, including:

83.1.1 the death or personal injury of any person; or

83.1.2 any breach of applicable laws or infringement of a third party’s rights (including Intellectual Property Rights); or

83.1.3 the supply, consumption of or failure to supply the Goods and/or Services; or

83.1.4 any act or omission of fraud, dishonesty, recklessness or wilful misconduct or misrepresentation;

83.2 any tax and associated penalties which may be incurred by Flexischools arising from the performance by you of your obligations under this agreement; and/or

83.3 any Loss, claim, action, demand, fine, payment or legal liability which Flexischools pays, suffers, incurs or is liable for arising out of or connected with any and all Content uploaded or provided by you, including while using the Communications Functionality.

Marketing and advertising

84. You agree that in marketing or promoting the Flexischools Service, Flexischools may use your name or logo and you grant all necessary licenses to Flexischools to permit this.

Payment

85. Each week, Flexischools will provide you with a statement of all transactions successfully completed during the preceding week and will request that the Principal electronically transfer the consideration in respect of those transactions into your nominated bank account.

Service Levels

86. Flexischools agrees to perform the services to meet or exceed the service levels specified in the Schedule to this agreement.

Termination

87. Flexischools may suspend or terminate the licence granted under clause 4, and remove your access to and participation in the Flexischools Service:

87.1 with immediate effect if:

87.1.1 you breach a material term of this agreement; or

87.1.2 Flexischools’ agreement with the Principal terminates or expires; or

87.1.3 at any time, by giving you 30 days written notice.

88. You may terminate this agreement:

88.1 with immediate effect, if Flexischools breaches a material term of this agreement; or

88.2 at any time, by giving Flexischools 30 days written notice.

89. On termination of this agreement:

89.1 the rights and licences granted under clause 4 will terminate;

89.2 you must cease using and return to Flexischools, or destroy, all copies of any Flexischools material sin your possession or control;

89.3 your access to the Flexischools Service (including any Materials and Content) may be removed by Flexischools and you may be liable for reconnection fees if you wish to be later reconnected and Flexischools agrees; and

89.4 Flexischools must cease using and return to you, or destroy, all copies of any of your Materials and Content in Flexischools’ possession or control.

90. Termination of this agreement will not affect any rights or obligations accrued by a party hereunder prior to the date of termination, including limitations of liability, indemnities and obligations of confidence given by a party under this agreement.

General

91. This agreement contains the entire understanding between the parties regarding the subject matter of this agreement and supersedes, terminates and replaces all prior agreements and communications between the parties.

92. You may not assign, sublicense or otherwise transfer any rights or obligations under this agreement without the prior written consent of Flexischools. Flexischools may assign or otherwise transfer any rights or obligations under this agreement at any time.

93. The Agreement and any other documents, information, statements, notifications, notices or other communications (“Relevant Communications”) in relation to your use of the Flexischools Service may be provided to you by electronic means. You agree to receive all communications from Flexischools by electronic means and that Relevant Communications will be made available on the Flexischools Website.

94. Each time a new Facility or Activity begins using the Flexischools Service, Flexischools will notify you of the applicable fees and any additional requirements. Such additional fees and requirements will form part of this agreement.

95. You are responsible for notifying Flexischools of any changes to your Authorised Managers, including additions, deletions or changes of details, in writing or via email.

96. Flexischools may amend these terms and conditions and/or the Policies from time to time by posting a revised version to the Flexischools Website. By continuing to use the Flexischools Service after any amendments to these terms and conditions and/or the Policies, you agree to abide and be bound by any such changes. If you do not agree with any changes, you must terminate the Agreement pursuant to clause 88.2, close your Account and cease to use the Flexischools Service (including uninstalling the Flexischools App).

97. The parties agree that any dispute, controversy or claim arising out of or in connection with this agreement (including any question regarding its existence, validity or termination) (the “Dispute”) shall:

97.1 first be attempted to be resolved by negotiation in good faith and without prejudice, with each party appointing a representative with authority to resolve the Dispute to confer at least once within 30 days of one party providing written notice of the Dispute to the other party (“Dispute Notice”); and

97.2 if the Dispute cannot be resolved through negotiation within 30 days of a Dispute Notice being given, the parties shall refer the Dispute to the Singapore International Mediation Centre for mediation in accordance with the Singapore International Mediation Centre Mediation Rules for the time being in force, without prejudice to any recourse to apply to any tribunal or court of law of competent jurisdiction for any form of interim relief; and

97.3 if the Dispute cannot be resolved through mediation within 60 days after commencement of mediation at the Singapore International Mediation Centre, or within such extended period as may be agreed by the parties, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

98. Any notice or demand given under this agreement must be in writing and in English. In the case of Flexischools, notices must be delivered via email to: legal@flexischools.com. Notices to you must be delivered to the email address listed on the Application Form.

Definitions

99. Capitalised terms used in this agreement have the following meanings:

“Account” means an account created by Flexischools at the request of a person for the purpose of allowing that person to accept offers of Goods and/or Services from you and make payments to you in respect of those Goods and/or Services.

“Account Holder” means a person who has opened an Account.

“Activity” means a service or event by you which uses the Flexischools Service to transmit an offer and receive payment.

“Administrators” means you or any person you have provided authority to manage the administration area of the Communications Functionality relating to the relevant section of the Flexischools Website and/or the Flexischools App, including the ability to create and delete boxes, in order to send, receive, and manage Content.

“Application Form” means the application form of which these terms and conditions form part.

“App Store” means an online store for purchasing and downloading software and applications for mobile phones and other devices.

“App Store Provider” means a company that provides or makes available an App Store and related services and products, and which may include Apple or Google.

“Authorised Manager” means a person appointed by you in the Application Form or by written notice to Flexischools.

“Chargeback” means a successful refund claim in the banking system initiated by an Account Holder.

“Communications Functionality” means any communications functionality Flexischools may make available to you through the Flexischools Service, which includes your ability to provide notifications through the Flexischools App or other channels agreed by Flexischools, which will be received or visible by users of the Flexischools App.

“Confidential Information” means all information provided by one party to the other in connection with this agreement where such information is identified as confidential at the time of its disclosure or ought to reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement;

information developed independently by a party; and

information required for by a party on a need to know basis to employees, contractors, third party service providers and/or professional legal or accounting advisers.

“Content” means any information, text, files, graphics, photos or other materials uploaded, posted, provided to, or appearing in the Flexischools App or other channel agreed by Flexischools.

“Documentation” means any and all proprietary documentation made available to you by Flexischools for use with the Flexischools Service, including any documentation available on the Flexischools Website or the Flexischools App.

“Editor” means a person that has been granted limited rights by an Administrator to manage the Content, but not the creation or deletion of boxes that may be allocated by an Administrator.

“Facility” means a service site, owned or managed by You which is responsible for providing Goods and/or Services and is listed in the Application Form or otherwise agreed between you and Flexischools from time to time.

“Flexischools” means InLoop Asia Pte. Ltd., a company registered in Singapore with UEN 202536259K.

“Flexischools App” means the Flexischools-branded mobile application available for download through an App Store.

“Flexischools Australia” means InLoop Pty. Ltd., a company registered in Australia with ABN 27 114 508 771.

“Flexischools Card System” means a card which is associated with an Account and integrated with the Flexischools Service and used by the card holder for the purpose of purchasing Goods and/or Services from a Facility using the Account.

“Flexischools Privacy Statement” means the Privacy Statement made available on the Flexischools Website (as updated or amended from time to time).

“Flexischools Service” means the service offered by Flexischools described in this agreement which provides a method of: (a) offering Goods and/or Services to Account Holders; (b) receiving payment for those Goods and/or Services; (c) communicating with Account Holders and Flexischools, using the Flexischools Website and Communications Functionality.

“Flexischools Website” means the website at www.flexischools.com or www.flexischools.com.au.

“Goods” means food, drinks, uniforms and other items supplied by a Service Provider.

“GST” means goods and service tax payable under the Goods and Services Tax Act 1993 of Singapore.

“Intellectual Property Rights” means all intellectual property rights, including all copyright (including moral rights), patents, trademarks, design rights, trade secrets, domain names, source code, knowhow and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application, anywhere in the world.

“Loss” means loss, damage, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind.

“Materials” menus, customisation options, pricing, delivery times and other details relating to the offer and supply of Goods and/or Services as notified by you to Flexischools from time to time.

“Personal Data” has the meaning given in the Personal Data Protection Act 2012 of Singapore, and has the corresponding meaning given to “Personal Information” in the Privacy Act 1988 of Australia.

“Policies” means the policies applicable to the Flexischools Service (including the Flexischools Privacy Statement) made available on the Flexischools Website (as updated or amended from time to time).

“POS Hardware” means any point of sale hardware supplied by Flexischools to you from time to time.

“POS Support” means any support in relation to POS Hardware agreed between Flexischools and you from time to time.

“Principal” means the school, college, supplier or other entity who has engaged Flexischools to provide the Flexischools Service to Account Holders.

“Privacy Law” means the Personal Data Protection Act 2012 of Singapore and the Privacy Act 1988 of Australia.

“Services” means services performed, or to be performed, by you.

“Service Provider” means the entity from which Goods and services may be purchased using the Flexischools Service, and “Service Providers” means more than one Service Provider.

“Software” means the software or tools, and related functionality, provided or made available by Flexischools for use with the Flexischools Service, including via the Flexischools Website and any software required to use the Communications Functionality.

“Stored Value” means the monetary value of pre-payments made, or funds loaded, by an Account Holder into their Account, which are held by the Principal as part of a Stored Value Facility.

“Stored Value Facility” means a payment system or arrangement allowing Account Holders use Stored Value to make future payments for Goods and/or Services.

“You” means the organisation named in the Application Form and your employees, agents and contractors (including Administrators and Editors), and “your” is interpreted accordingly.

Schedule – Service Level Agreement 

Customer Service 

Service Level: Maximum time to respond to Live Chat during business hours 

Performance Threshold: 5 minutes

Rate of Success: 95%

Tickets/Email

Service Level: Maximum time to respond to ticket during business hours 

Performance Threshold: 24 business hours

Rate of Success: 95%

Availability

Service Level: Availability of web portal for real-time reports on account transactions  

Performance Threshold: 99.5%

Rate of Success: 100%

Version 1 (2 February 2026)