General Agreement

Terms and Conditions

Terms and conditions of our Licence Agreement are below and form part of any proposal/quote provided by Compass Education (or associated group company) to the customer ("Customer"). Except where expressly agreed in writing, all software, products and services ("Deliverables") will be provided on the terms of this document.  

Any quotes, offers, proposals or services provided or prepared based on our knowledge and understanding of your requirements combined with our industry experience. You should ensure that during the course of demonstrations, sales or enquiry that the product, service and/or module offered meets your specific requirements. 

Unless otherwise stated, our offers are based upon acceptance of the agreement or quote within 14 days. Prices, including consulting rates, consumables and other charges are valid for this period.

During our demonstrations and discussions with you, we may show your products, services and/or modules which are not subsequently included in the agreement. When we draft a written offer (quote) for you we include all modules and functionality which we believe you require or you have requested. Further, to assist in minimising your upfront costs, we may exclude or remove items we do not believe you will initially use. However, it is your responsibility to ensure that the quote includes any other modules and functionality you require. 

From time to time we may offer module trials at no cost or a reduced rate, this trials may include additional conditions which will be detailed, if applicable. Trial offers may automatically expire and may be revoked by the company at any time.

For the avoidance of doubt, the Customer agrees that Compass Education (or associated entities) will own all intellectual property rights in the Deliverables (excluding data which you supply) or otherwise created in the course of providing the products/services. Relevant intellectual property rights will be licensed to the Customer under the relevant agreement and limitations and exclusions of liability apply.

Any quotes for resource charges are subject to variation.

Unless otherwise stated all data migration (extract, cleanse and load), report development and design, product customisations and interface development activities are at the cost of the Customer.

In using our portal you agree and accept that the Customer will incur all costs for SMS messages sent through your portal. For more information on SMS messaging, refer to our SMS policy. Password recovery and two-factor options within the portal may use SMS messaging from time to time for user validation or confirmation. 

Our product and services are subject to end-user agreements and policies which are available at https://sites.google.com/a/jdlf.com.au/policies/

We're committed to ensuring the protection and privacy of data managed through our platform. More information on our privacy policy is available here https://sites.google.com/a/jdlf.com.au/policies/

From time-to-time we may publish de-identified, summary information which relates to industry or sector trends or platform usage. In addition to de-identified individual data we will also take steps to ensure that individual school comparisons cannot be determined (without the express consent of the school). Published data will typically be presented at a Country or whole of platform level. 

In using our platform or services you will interact with our staff. Company employment contracts limit client engagement and restrict solicitation of staff. In entering into contracts with our company you agree that you will not solicit or entice away or endeavour to solicit or entice away from the Company any director, employee, contractor or supplier. It is further understood that you will not solicit, canvass, induce or entice away or endeavour to solicit, canvass, induce or entice away from the Company any client, employee or customer of the Company with which you had dealings of a business related nature while using our services and for a period of 12 months after ceasing any relationship. 

If you do not agree to any of our terms of use, agreements or policies you should not accept any quotations, place orders or use our platform. 

Payment terms

Payment terms are 14 days from the date of invoice and all fees are in Australia Dollars (unless otherwise specified). Some products or services may require payment ahead of fulfilment or delivery.  Failure to make payment after 45 days of the invoice date, may result in interest charges being applied (at 0.83% per month) from the due date of payment. 

Overdue or outstanding payments may also result in limited service, product support, fund release and/or in-portal notifications. 

Annual support, licence and maintenance fees are payable annually in advance, on the earlier of contract signing or quote acceptance. All invoices are effective on the first day of the month of signing.

All prices, quotes and fees are confidential to Compass Education, and only the intended Customer may use the fees for the sole purpose of internal consideration of our offer. The Customer must not disclose the fees to any third party. 

Consulting services are charged on a day rate with a normal working day representing 7.5 hours. Where staff travel time is greater than one hour per day, travel time will be chargeable.

For Australian Customers

Annual charges and any other fees payable following the initial charges will be increased by the greater of a) the amount of the Australian All Groups CPI or b) the Australian Information Industry Association (AIIA) salary index rate, each year during the term.  The annualised CPI published for December will apply to all invoices for the following year, beginning from 1 February.  Due to the timing of the December CPI release, invoices in January will be indexed by the annualised CPI for September being the latest available annualised CPI (as at 1 January). Any discounts are excluded from variation and applied % increases. Annual charges may be subject to module/pricing review from time to time.

For Irish Customers

All fees payable, as set out in our offer/ proposal to each Customer, shall be annually adjusted in accordance with the increase in the Consumer Price Index (CPI) published by the Central Statistics Office for the December quarter. The annualised CPI published for December will apply to all invoices for the following year, beginning from 1 February.  Due to the timing of the December CPI release, invoices in January will be indexed by the annualised CPI for September being the latest available annualised CPI (as at 1 January) Any discounts are excluded from variation and applied % increases. Annual charges may be subject to module/pricing review from time to time.

Our proposal does not include provision for any taxes, excises, duties, levies or charges, including GST, VAT or other value-add tax. Where tax is required to be charged it will be itemised on the invoice. 

For UK Customers

All fees payable, as set out in our offer/ proposal to each Customer, shall be annually adjusted in accordance with the increase in the Consumer Price Index (CPI) published by the Office of National Statistics for the December quarter.  The annualised CPI published for December will apply to all invoices for the following year, beginning from 1 February. Due to the timing of the December CPI release, invoices in January will be indexed by the annualised CPI for September being the latest available annualised CPI (as at 1 January). Annual charges may be subject to module/pricing review from time to time.

Our proposal does not include provision for any taxes, excises, duties, levies or charges, including GST, VAT or other value-add tax. Where tax is required to be charged it will be itemised on the invoice. 

Change of mind, trials and requests for module refunds 

To assist schools in reviewing modules we may offer trials at our discretion. In the event a trial is offered a quote will also be sent, it is important that you do not accept the quote unless you wish to proceed with the module licence. Some modules are unavailable to offer as a trial. 

In the event of early termination or discontinuation of any invoice or module, a request must be emailed to us and received prior to the renewal date. Emails should be directed to accounts@compass.education

If we do not receive a termination email prior to your renewal date, your licence will be renewed for a period of 12 months. 

Bundled offers or multi-module invoices may, from time-to-time, include discounts. In the event that a module or multiple modules are removed from an invoice, this may result in the removal of discounts. We do not apply credits for partial usage during a term (typically 12 months). 

We are unable to refund modules based on 'non-use' or lack of adoption/uptake. 

Any invoice or module variation requests must be received by email ahead of the invoice due date. 

Should you wish to cancel a recurring hardware rental, please refer to our hardware agreement.

Note: Approved credits or refunds may take between 5-8 weeks to be processed and applied to your account.

Login and Access

Our platforms use a number of methods of integration. The creation of service accounts, generic users or sharing of credentials is not permitted. Access to our platform for the purpose of market research, third-party integration (including automated or manual processes) is not permitted. Under no circumstances are vendors, integrators, partners, competitors or other third party service providers permitted to log in to our platform, except for the sole purpose of accessing a parent account and performing standard functions. 

Integration with third-party platforms is only permitted through approved APIs where the vendor holds a current service integration agreement. If you receive a request from any third party, for the creation of accounts or sharing of credentials, please contact our legal team immediately (legal@compass.education).

Assumptions

Pricing is quoted for a single site licence and includes an electronic-only copy of any documentation (if any). Where training is provided it is assumed to be electronic unless otherwise stated. 

Our prices do not include third-party product costs for end-user operating systems or devices.

Our software is provided online as a software-as-a-service solution. Unless otherwise specified software will be provided online.

No test or pilot portals are provided in addition to the primary Customer Portal.