Terms of Service

 

MiniPD is a product made available by ManageBac LLC, and throughout the document references will be made to both MiniPD and ManageBac and this relationship is defined in section 1.1 below.

All services and facilities provided through it are provided subject to the following terms and conditions. The Terms of Service, Terms of Use, Privacy Policy, Service Level Agreement and Data Privacy Framework notice and other documents published on the https://www.minipd.com/terms page on each of the Websites (the “Terms and Policies”) govern your use of each website. We limit our liability to you in our Disclaimer at paragraph 1.5 and elsewhere below.

1. Preliminary

1.1 Definitions

MiniPD is a brand within ManageBac LLC 548 Market St. #40438, San Francisco, CA 94104 USA and its subsidiaries, affiliates, successors or assigns “ManageBac”, “we,” “us,” or “our,” the operators of the Website.

“Member” refers to an individual authorised to use the Website and/or the Service by a School or as an individual, whether a member of staff of a School, a User, or a Student.

“Membership” means an individual’s licence (User) to access our service and associated login information (such as a login email and password), as authorised.

“Service” refers to the services provided through any of our Websites.

“School” refers to a school, school district, or institution, which are one of the primary account subscribers to the Service.

“User(s)” means a user invited to use the Service by a School or as an Individual for their own purpose and for this agreement the term “User” and “School” have the same meaning for End User liabilities and may be inter-changeable throughout the document.

“Websites” means our websites at minipd.com,. Use of the term “Website” below means the one or more of our Websites, those which you are a User/Member, and/or use and access.

1.2 Terms. These Terms of Service should be read as a whole with the other Terms and Policies, and provide the exclusive terms of the relationship between ManageBac and (1) Schools, (2) Members, (3) Users other users of the Website, and (4) any other users. With the exception of a valid signed written agreement between a School and ManageBac, nothing outside the terms published in our Terms and Policies shall constitute part of any agreement between ManageBac and you relating to your use of the Service. Any previous version of these Terms and Policies is superseded by these Terms and Policies. These Terms and Policies govern any Scope of Services Agreement signed between the School and ManageBac.

1.3 Subject to Change. We reserve the right to update and change our Terms of Service on 14 days’ notice. Any new features that augment, enhance, or change the current Service, including the release of new tools and resources, shall be subject to our Terms of Service. Continued use of the Service after any such changes shall constitute consent to such changes. Our current version of the Terms of Service is available at the Terms and Policies page of our respective Websites.

1.4 Violations. Violation of any of these terms by you may result in the termination of (1) your account and/or denial of your ability to access the Websites without notice, and/or (2) the account of the School on 14 days’ notice in writing. ManageBac reserves the right to bar use of the Service by any person or entity that has violated the Terms of Service at any time.

1.5 Disclaimers. To the full extent permitted by law, you agree to use the Service on an “as is” basis and understand that ManageBac is not responsible for prohibiting or regulating in any way any information or data provided or transmitted by the Website (“Content“), or provided or transmitted by you or any other person. You confirm and agree that ManageBac shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses. This is regardless of whether ManageBac has been advised of the possibility of such damages, whether or not resulting from: (i) the use or the inability to use the Service; (ii) the unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the Service; (iv) termination of your account; and/or (v) any other matter relating to the Service.

1.6 MiniPD does not warrant that the Service will meet your specific requirements or that the Service will be uninterrupted or error-free. We shall not be liable for and make no warranties in relation to the Website or its functionality, Content or capabilities of the Website, to the fullest extent that such liabilities can be excluded by law.

1.7 Content. We provide all information on our Website free of any access charge other than our charges to Schools. The information provided on our Website is provided on the basis that we accept no liability for any of the information published.

1.8 All Users shall:

1. Ensure that information contained in anything uploaded to the Website is accurate and does not breach any third parties’ rights including trade mark, database right, copyright or other intellectual property rights nor is libelous, obscene, menacing, threatening, radicalising, bullying, offensive, abusive, fraudulent, pornographic, criminal nor infringes the rights of other people such as privacy rights or is in any way illegal or unlawful;
2. Verify the accuracy of any information before sending it to us; and

iii. Ensure that information provided on the Website complies with all applicable laws and, by posting information, agrees to indemnify us in full on request and continue to indemnify us on request against any claim or liability arising in connection therewith.

1.9 MiniPD reserves the right to reject any information published to the Website without notice.

1.10 Any views expressed in messaging facilities after you login are not those of ManageBac.

1.11 We make no statement and provide no warranty that Content is accurate, up to date or complete and we accept no liability for any loss or damage caused by anything inaccurate or misleading which without limitation, may contain statistical data which may have inaccuracies or errors. If you find that information on the Website is not accurate, please inform your School in the first instance to have information corrected.

1.12 Nothing in these terms and conditions shall exclude or limit our liability for fraud, personal injury or death caused by our negligence, or for any other liability which cannot be excluded or limited under the laws of the State of Delaware . Other than the foregoing, all warranties, guarantees or benefits implied or provided by law are excluded to the fullest extent possible and with an absolute limitation of liability capped at the value of the School’s annual subscription fees.

1.13 If any agreements or arrangements are made by you with any third party as a result of your use of the Website, they are and remain entirely at your own risk.

1.14 Security. You will ensure at all times that (1) you do not share your designated password with any other person, (2) you maintain active and effective security measures to protect the integrity and security of your and our computer systems. You will be responsible for loss and damage suffered by us where any third party abuses the services using your login details and/or computing environment, including hardware and software.

1.15 Privacy. The privacy of information submitted to or transmitted through the service is governed by our Privacy Policy, which is published at each of our Websites.

1. Where the user is a School, they are responsible for having and communicating a data privacy policy for staff.

1.16 All disputes between the parties arising out of or relating to these terms or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) working days from the date of referral of the dispute to them.

2. Services

2.1 Each of our Websites describes the Services which are available. For more information please refer to the specific Website for details of the services available.

2.2 Generally speaking, our services revolve around providing Users with online access to professional learning content and activities.

3. Payment Terms

3.1 MiniPD’s Course Subscription Service is provided on an annual basis. Schools are invoiced in advance on an annual basis for use of the Service, and Schools shall make payment to ManageBac net 30 days from the invoice date. The payments are in consideration of the creation, deletion, modification and maintenance of users, and the license to use the Service. MiniPD will not pay any refund or credit if the School terminates or suspends use of the Service before the end of any prepaid period. Each payment is non-refundable.

3.2 Accounts are automatically renewed for successive periods equal to the Initial Term, (each a “Renewal Term”) as detailed in the Scope of Services Agreement, SOW, Services Agreement or Framework Agreement. In the absence of a signed agreement detailing the Initial Term, accounts are automatically renewed on an annual basis on the anniversary of the services start date as detailed on our invoice. Notice of termination must be received in writing 45 days in advance of the end of the then current term in order to terminate at the end of the current term. For the avoidance of doubt, the current term is the Initial Term, or any subsequent Renewal Term which has started.

3.3 Users are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with payment for Services provided by ManageBac.

3.4 Without prejudice to any other rights or remedy that it may have, if the User fails to pay ManageBac on the due date for payment of any undisputed invoice, ManageBac may:

1. suspend all Services until payment has been made in full; and/or
2. charge interest on any delinquent amounts owed by Users to ManageBac from the due date at a rate equal to the lesser of i) two (2%) per month or ii) the maximum legal interest rate chargeable per month until payment is made, whether before or after any judgment.

3.5 For any multi-year discount to be enjoyed, 2-year or 3-year Annual Services Fee payments must be received in full on or before the Commence Date of Services.

3.6 For individual MiniPD users, payment is due at time of purchase of content, or booking of a coaching session. Payments may be refunded as per the MiniPD Refund policy.

3.7 Any Non-Recurring Prepayment for MiniPD services, as set out in the Pricing Schedule, will be invoiced before each Year in which the services will be performed, and must be paid before the prepaid amount is available to be used in the MiniPD platform.

3.8 Any Non-Recurring Services are valid for one year, and expire at the end of the Year specified in the Pricing Schedule.

3.9 The pricing structure for Annual Service Fees for Recurring Services is based on total faculty numbers. The School is requested to provide the current number of faculty on an annual basis in order to calculate the fees for the following year. ManageBac reserves the right to increase the price of Annual Service Fees each year, however any increase that is due to changes to pricing, and not related to faculty size, will be limited to 5% or less per annum. Where multi-year payments of 2-year or 3-year Annual Service Fees have been received in full, on or before the Services Start Date, any changes to Services’ pricing structure will not be applied during this 2-year or 3-year period, as applicable.

4. Cancellation and Termination

4.1 It is your sole responsibility to notify us that you wish to cancel your account. This can be done by emailing us at support@minipd.com with the subject line “Cancellation Request”. We will require written and telephone confirmation of a cancellation request from a User as this will affect the accounts of all Users associated with an Individual User or School.

4.2 Subject to 3.2 above, where the User cancels the Service more than forty-five (45) days before the end of the then current term and full payment has been received, the cancellation may take on any date before the end of the then current term, as requested by the User in writing, and the User will not incur any further charge.

4.3 We may terminate the Service to a User upon 180 days’ notice in writing for our own convenience.

4.4 Violation of these Terms of Use. Schools are responsible for the use of the Service by employees. Misuse of the Service, by any individual, may result in permanent and/or temporary suspension or termination of the School’s account (at ManageBac’s sole discretion) without notice if problems are not addressed to the satisfaction of ManageBac.

4.5 MiniPD reserves the right to refuse the Service to anyone in its own unfettered discretion.

5. Modifications to the Service and Prices

5.1 Prices of all plans, including but not limited to annual subscription fees to the Service, are subject to change without notice.

5.2 ManageBac shall not be liable to you or to any third party as a result of any modification, price change, suspension or discontinuance of the Service, loss of data, or any consequence thereof whatsoever.

6. Copyright and Content Ownership

6.1 Unless otherwise stated below, ManageBac owns all intellectual property rights vesting in the Website.

6.2 ManageBac owns the intellectual property rights to all content commissioned for use in the MiniPD platform or in any affiliate product family, wherever so used.

6.3 ManageBac does not claim intellectual property rights to content published by individual coaches in the MiniPD platform or in any affiliate product family and offers no liability or indemnity for their use.

6.4 Individual coaches are solely responsible for ensuring that they own the copyright for content published by them in the MiniPD platform or in any affiliate product family. ManageBac reserves the right to remove content published by coaches that is deemed inappropriate, that is plagiarized, or found offensive by members of the ManageBac or MiniPD Learning Community.

6.5 Any hypertext links to other sites, which appear on the Website are operated by third parties and use of such a link means you are leaving the Website. We are not responsible for, and give no warranties, guarantees or representations in respect of linked sites or information upon them.

6.6 “ManageBac”, “OpenApply”, “Atlas”, “SchoolsBuddy”, “ClubsBuddy”, “CommsBuddy”, “SummerStart”, “BookJetty”, “Pamoja Education”, “Oxford Study Courses”, “Pamoja Online Courses” “Pamoja Lesson Suite” and “MiniPD” and our logos are trade names of Faria Education Group Ltd. You may not use these names or similar variants without our written consent.

7. Indemnification

7.1 To the maximum extent permitted by law, the School and Users jointly and severally agree to hold harmless and indemnify ManageBac, and its parent companies, subsidiaries, affiliates, officers, agents, and employees from and against any third party claims arising from or in any way related to use of the Service or Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, ManageBac will provide the School and Users with written notice of such claim, suit or action.

8. General Conditions

8.1 You may not assign or transfer your rights or licences granted under this Agreement. ManageBac may assign, sub-contract or sub-let this Agreement or any part thereof.

8.2 In the event that any (or any part) of these terms, conditions or provisions shall be declared invalid, unlawful or unenforceable such terms (or parts), conditions or provisions shall be severed. The remaining terms (or parts), conditions or provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

8.3 You understand that the technical processing and transmission of the Service, including Content, may occur in an unencrypted form if SSL is not enabled on your computer, and result in transmissions over the Internet, which may be intercepted by others. Loss of SSL may also result from changes in transmissions between networks to conform and adapt to technical requirements of connecting networks or devices. Please look for the SSL notification in the address bar of your browser to ensure that SSL is active during your session.

8.4 These Terms of Service will be governed by and construed in accordance with (i) the laws of the State of Delaware, without giving effect to its conflict of laws provisions Non-contractual claims shall be governed by the same system of law. Any claims, legal proceedings or litigation arising in connection with the Service will be brought solely in Wilmington, Delaware, and you irrevocably submit to the jurisdiction of its Courts.

9. Questions & Contact Information

Any questions about this Terms of Service agreement should be addressed to legal@fariaedu.com; or by mail to:

ManageBac, LLC.
548 Market St. #40438,
San Francisco,
CA 94104 USA;
+1 866 297 7022.