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Last Updated: August 25th, 2025
These Subscription Terms set out the commercial conditions that apply when a school, diocese or education department (collectively Customer) purchases licences for the Gradeo online assessment platform (Platform). Capitalised terms not defined here have the meaning given in our Terms of Use.
1.1. By issuing a purchase order, paying an invoice or otherwise accessing the Platform under a school account, the Customer accepts these Subscription Terms (Agreement). No signature is required unless Gradeo requests one.
1.2. If the Customer does not agree, it must not purchase or continue to use paid licences.
2 Definitions
AI - The field of technology that uses computers or other technology to do things that have traditionally been done using human intelligence, including techniques, methods and algorithms that imitate human reasoning, learning and decision‑making.
Authorised User - A teacher or student whom the Customer permits to access the Platform under its licence.
Charges - The fees set out in Gradeo’s quote / invoice or any later renewal notice.
Commencement Date - The start date shown on the Customer’s first invoice or quote.
Customer Data - All data uploaded to the Platform by the Customer or its Authorised Users, excluding (i) platform‑generated analytics and (ii) content that is assigned to Gradeo under clause 8.
Generative AI - AI that creates new text, images, video, audio, code or data.
GST - Goods and services tax as defined in the GST Law. Unless stated otherwise, all Charges are exclusive of GST.
Initial Term - The first subscription period stated on the Customer’s invoice (default 12 months).
Modules - Specific content packages or functionality bundles purchased by the Customer.
Moral Rights - The rights of attribution, against false attribution and of integrity
under Pt IX of the Copyright Act 1968 (Cth) (or any similar law).
3 Ordering, term & renewals
3.1. Licences commence on the Commencement Date shown on the invoice and run for the Initial Term.
3.2. The Agreement renews automatically for successive periods equal to the Initial Term unless either party gives at least 30 days’ written notice before the current term ends.
3.3. Gradeo will send a renewal reminder (and any price change)≥ 60 days before renewal.
4 Charges & payment
4.1. Charges are payable within 30 days of invoice unless stated otherwise.
4.2. If the Customer disputes any portion of an invoice it must: (a) pay the undisputed amount by the due date; and (b) notify Gradeo in writing of the reasons for the dispute within 10 days of receipt. The parties will attempt to resolve the dispute promptly and any agreed balance is payable within 5 days of resolution.
4.3. Gradeo may increase the Charges at renewal, but will include any increase in the ≥ 60‑day renewal notice given under clause 3‑3.
4.4. Unpaid amounts accrue interest at 5 % p.a. calculated daily and Gradeo may suspend access after at least one written reminder.
4.5. All Charges are exclusive of GST. Gradeo will issue a compliant tax invoice.
5 Licence grant
5.1. Gradeo grants the Customer a non‑exclusive, non‑transferable right for its Authorised Users to access the Modules solely for internal teaching and learning purposes.
5.2. The Customer may not resell or commercialise access, nor exceed thepurchased Authorised‑User count.
6 Customer responsibilities
The Customer must:
· ensure Authorised Users comply with the Terms of Use,
· obtain parental / guardian consent for users under 18 years and verifiable consent for users under13 years;
· keep account credentials secure and notify Gradeo of any breach; and· not upload infringing or unlawful material to the Platform.
7 Data privacy
7.1. Customer Data remains the Customer’s property. The Customer grants Gradeo a perpetual, royalty‑free licence to host, back‑up and process that data to operate the Platform and improve our services.
7.2. Gradeo will handle Personal Information in accordance with our Privacy Policy.
8 Intellectual property
8.1. Gradeo (or its licensors) retain all IP rights in the Platform and content.
8.2. Where Authorised Users create questions, AI‑generated feedback or other content within the Platform, the Customer assigns IP in that content to Gradeo on creation, so Gradeo can maintain and reuse the item bank, and the Customer (and will procure its Authorised Users to) waives all Moral Rights in that content to the maximum extent permitted by law.
9 Service levels &support
Gradeo targets 99 % monthly uptime (excluding scheduled maintenance). Self‑service help materials are available 24/7 and email support during NSW business hours.
10 Liability
10.1. To the extent permitted bylaw, Gradeo’s total aggregate liability in any 12‑month period is capped at the Charges paid by the Customer in that period.
10.2. Gradeo is not liable for indirect or consequential loss, or loss of profits, data or reputation.
10.3. Nothing in this Agreement limits a party’s liability for death, personal injury, fraud or any liability that cannot be excluded under law.
10A Confidentiality
Each party must keep the other party’s non‑public business, technical and pricing information (“Confidential Information”) secret and use it only to perform this Agreement. These obligations do not apply to information that is already public or independently obtained without breach. Either party may disclose Confidential Information if required by law, but must give advance notice where legally permitted.
10B Force majeure
Neither party is liable for delay or failure to perform obligations(other than payment) caused by events beyond its reasonable control, such as natural disasters, acts of government, war, pandemic or internet‑wide outages. Affected obligations are suspended for the duration of the event.
10C Disclaimer of warranties
Except as expressly stated in this Agreement or required by law, the Platform is provided “as is” and Gradeo gives no warranties or guarantees(express or implied) about its accuracy, reliability, availability or fitness for a particular purpose.
10D Customer indemnity
The Customer indemnifies Gradeo against any claim, loss or liability arising from (i) the Customer’s or an Authorised User’s breach of this Agreement or the Terms of Use, (ii) infringement of third‑party rights by Customer Data, or (iii) unauthorised or unlawful use of the Platform.
10E Audit
With at least 10 business days’ notice, Gradeo may audit (remotely or onsite) the Customer’s records to verify compliance with licence limits. Any shortfall will be invoiced at then‑current rates.
10F Dispute resolution
If a dispute arises, the parties will first attempt good‑faith negotiation, then (if unresolved after 20 days) referral to mediation under Resolution Institute rules in Sydney before litigating, except for urgent injunctive relief.
10G Notices
Notices under this Agreement must be in writing and may be given by email. A notice is deemed received when the sender’s email system records successful transmission, unless the sender receives an automated failure‑to‑deliver message.
10H Entire agreement& assignment
This Agreement (including any quote or invoice that references it)constitutes the entire agreement between the parties and supersedes prior proposals or discussions. The Customer may not assign its rights without Gradeo’s written consent.
10I Severability & waiver
If any provision is unenforceable, it is severed and the remainder remains in force. A failure or delay in enforcing a right is not a waiver of that right.
10J Consumer guarantees
Nothing in this Agreement excludes, restricts or modifies any right or remedy conferred on the Customer by the Australian Consumer Law that cannot be excluded, restricted or modified. Where liability for breach of a consumer guarantee can be limited, Gradeo’s liability is limited (at Gradeo’s option) to resupplying the services or paying the cost of having the services resupplied.
11 Suspension &termination
11.1. Either party may terminate for material breach if the breach is not remedied within 30 days of notice.
11.2. Gradeo may suspend access immediately for breach of its Terms of Use or non‑payment.
11.3. Upon termination or expiry, and subject to technical feasibility, Gradeo will provide the Customer – on written request – with a CSV export of available results data. Gradeo may charge a reasonable service fee for bespoke export work. After 30 days Gradeo will delete or de‑identify any remaining Customer Data.
12 Variations
Gradeo may update these Subscription Terms by posting a revised version and giving 30 days’ notice. Material changes take effect at the next renewal; if the Customer objects it may cease the service at term‑end without penalty.
13 Governing law
This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of its courts.