IMPORTANT: These standard terms and conditions form the basis of the legal contract (the “Agreement”) which will apply as between Poligo and each person who uses the Website and/or who elects to subscribe to Poligo’s Services (each a “Customer”). By clicking on the “accept” button below or by actually using the Services, you acknowledge (or will be taken to have acknowledged) that you have read, understood and accepted these terms and conditions. Once acceptance has occurred, this Agreement will govern your and our legal relationship.
1. INTRODUCTION TO POLIGO
1.1 Poligo provides internet-based English language learning services which are intended to be used by English language students and persons for whom English is a second language. The Services (which are described in further detail in section 2 below) are intended to supplement and/or compliment other services provided by English language schools (both traditional and on-line), English language focussed social networking groups and self-directed learning.
1.2 This Agreement sets out our and your respective rights and obligations and may not be varied in any manner other than by us from time to time. Any subsequent amendment to this Agreement will be posted on our Website and the Agreement as amended shall apply as between Poligo and each Customer.
2. POLIGO’S SERVICES
2.1 Poligo will make the following services (the “Services”) available to Customers:
(a) checking, correcting and development of English language writing and conversational skills through editing, proof-reading and constructive remarks and feedback and provision of specific editing and question answering services (the “Editing Services”);
(b) access to a database of written resources, content and information produced by us and our Editors (the “Database Services”);
(c) access to and use of the Website and all Content made available through the Website (as generated by us and/or by users of the Website), including forums, chat rooms and other similar services made available through the Website; and
(d) such other services which we choose to make available from time to time, whether as part of the Editing Services, Database Services or otherwise.
2.2 The Editing Services shall be provided to you by individual Editors as requested from time to time. You may submit questions or written material to Editors for provision of specific Editing Services. Submissions for Editing Services may be made via the Website by means of any internet-enabled device (such as a personal computer, mobile telephone or similar) which meets the minimum specifications set out in clause 5.3. Responses from Editors will be sent to you via email or to your Account inbox or through any other medium made available by us for this purpose. You acknowledge and agree that Editors will be entitled to provide the Services to you.
2.3 The Database Services shall be made available via the Website through which you will be able to access and view various information, publications and other material made available by us as part of the Database Services.
2.4 Poligo intends to continuously work to improve the Services for its Customers. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice.
2.5 The Services may be purchased by using Credits at the rate or rates applicable to your Account from time to time.
3. SERVICE LEVELS
3.1 Urgent requests for Editing Services submitted and received during business hours will be processed within two hours of receipt. Where requests for Editing Services are not specified as urgent, work will be turned around within 24 hours of receipt.
3.2 The Services will generally be made available via the Website. We will use all reasonable endeavours to ensure the Website is accessible at all times. However, we will not be responsible for inability to access the Website resulting from general network outages, telecommunications/broadband faults or any other matters beyond our control or which are within the Customer’s responsibility or control.
3.3 You must ensure that your computer, mobile telephone and/or any other similar device which you use to access the Website is adequate for that purpose and, as a minimum, meets the specifications required by clause 5.3 of this Agreement. We take no responsibility for any inability to access the Website resulting from faults or inadequacies inherent in the Customer’s own equipment.
4. LIMITATIONS ON USE OF SERVICES
4.1 The Services are intended solely for use as an English language learning and coaching facility, primarily as a supplement to English language schools/courses and/or as a ‘top-up’ service in connection with self-directed learning.
4.2 Customers who use any part of the Services in connection with any professional, semi-professional, commercial or other similar activity do so at their sole risk and Poligo shall have no liability to such Customers for such use.
4.3 We take no responsibility for the content of any information, opinions or statements contained in forums, chat rooms or other ‘public’ areas hosted on the Website.
4.4 Poligo will use reasonable endeavours to ensure that information contained in the Database is correct and current. Unless expressly stated otherwise all information published or made available in the Database constitutes the relevant author’s opinion or view on the relevant subject matter and is not intended, and should not be taken to be, authoritative.
5. USE OF WEBSITE
5.1 Our rights and obligations in relation to the Website shall include the following:
(a) We shall make the Website available for access generally by the public. All Services will be made available via the Website unless this Agreement provides or contemplates otherwise.
(c) We shall be entitled to monitor Customers’ use of the Website, Website content, postings and use of forums, chat rooms and other ‘public’ areas of the Website. All forums, chat rooms and other ‘public’ areas of the Website are made available at our discretion and may be suspended or withdrawn whether on a temporary or permanent basis at any time without notice.
(d) Customer-generated Website content is self-regulated: Customers may flag any objectionable content to us using the Website’s facilities for this purpose. We may remove any Customer-generated content, whether brought to our attention by another Customer or otherwise, which we deem in our sole discretion to be objectionable or inappropriate and shall have no liability in respect of the same.
(e) We may amend any part of the Website at any time at our sole discretion and shall have no liability to any Customer in respect of the same.
5.2 Your rights and obligations in relation to the Website shall include the following:
(a) You shall use the Website and your Account only for lawful purposes at all times and solely for personal use.
(b) You shall not engage in any activity that interferes with or detracts from the Services or any servers, systems or networks which are used in connection with the Services.
(c) You shall keep all passwords and other personal information relating to use of and access to the Website and your Account secure at all times and shall not divulge this information to any person, whether or not a Customer.
(d) You acknowledge and agree that you shall be solely responsible for use of your Account by any person whom you enable to access and/or use your Account. If you become aware of any unauthorised use of your Account you must notify us immediately.
(e) You must not post any defamatory, libellous, pornographic or other objectionable content on the Website.
(f) You must not post any link to any other website which contains defamatory, libellous, pornographic or other objectionable content.
5.3 You are responsible for ensuring that any equipment used by you to access the Website (including any internet-enabled mobile telephone) meets the following minimum specifications:
(a) if you are accessing the internet via a Windows or Macintosh computer, Poligo will operate on the following browsers:
(i) Internet Explorer 6.0 for Windows;
(ii) Firefox version 1.07 or higher;
(iii) Mozilla version 1.7.12 or higher; and
(iv) Netscape 7.2 and 8.0;
(b) Poligo is not supported by and may not run on the following applications:
(ii) Internet Explorer (Mac) or Internet Explorer 4 (Windows);
(iii) Internet Explorer 6.0.26;
(iv) Opera; or
(v) Netscape 4;
(c) regardless of the type of browser which you are using, you will need to enable Cookies and Java Script in order to be able to properly use and access the Website.
5.4 The Website is provided on an “as is” basis. Poligo does not provide any warranties in connection with the Website and does not guarantee the accuracy, completeness or suitability for purpose of the Website or any of its Content. Furthermore Poligo does not warrant that the Website is or will be free from defects, viruses or other similar defects.
5.5 Poligo shall not be responsible or liable for any statement, information or other Content published, posted or otherwise uploaded to the Website by Editors, other Customers or any other person accessing and using the Website. Each Customer’s use of the Website and the Services is at the sole risk of the Customer.
5.6 We may, from time to time, provide links to other websites for purposes deemed useful or otherwise appropriate to us, whether in connection with the Services or more generally. We shall have no liability to you in relation to the content, accuracy, usefulness or suitability for purpose of any information contained on any such website and make no warranty or representation in relation to the same. Any opinions expressed on any website linked through our Website are solely the views of the authors and/or publishers of those websites and Poligo shall not be taken to endorse any such views.
5.7 We may allow parts of the Website to be used as advertising space. Where we choose to do so, we shall not have any responsibility for or in connection with the nature, content, accuracy or tone of such advertising. While we will use reasonable endeavours to ensure that any advertising undertaken through the Website is appropriately tailored to Customers as a target market, we make no warranty, representation or other guarantee in respect of , and take no responsibility for, such advertising.
5.8 You shall not interrupt or interfere with, or attempt to interrupt or interfere with, the operation of the Website in any way. You shall not copy, reproduce, use or distribute any Database information or other Website Content in a manner not specifically or impliedly permitted under the provisions of this Agreement.
5.9 You shall not sell, lease, transfer, modify, assign, plagiarise, distribute or otherwise make any Database information or other Website Content available to non-subscribing members of the public. You shall not otherwise exploit the Database information or other Website Content commercially or for personal profit or financial gain.
6. MAINTENANCE OF THE WEBSITE
6.1 We will use reasonable endeavours to ensure that the Website is and remains fully operational. However, due to the nature of the internet, we cannot guarantee that the Website will be free from delays, interruptions or errors.
6.2 We shall be entitled to conduct periodic maintenance and upgrading of the Website. This may mean all or parts of the Website may be inaccessible during the period(s) of maintenance. We will provide reasonable advanced notice of any scheduled maintenance and will use all reasonable endeavours to ensure that the effect of such maintenance on Customers is minimised.
6.3 We may also be required from time to time to undertake emergency work on the Website to address network faults or similar events beyond our control. In such circumstances we will not be required to give advanced notice to Customers but will use all reasonable endeavours to ensure that the effect of such maintenance on Customers is minimised.
6.4 We shall have no liability to Customers due to unavailability of the Website, whether during periods of periodic, scheduled or emergency maintenance or as a result of wider or systemic issues beyond our control.
7.1 Poligo grants you a non-exclusive, non-transferable, royalty free, limited licence to use and access the Website and its Content provided you comply at all times with the provisions of this Agreement. This licence is granted solely to enable you to use and enjoy the Services in the manner contemplated by this Agreement.
7.2 You acknowledge that you shall not, by virtue of the licence granted under clause 7.1, obtain or otherwise become legally or beneficially entitled to any proprietary right or other entitlement to the Database information or other Website content and will not assert any rights in relation to the same.
7.3 We shall retain copyright and any other relevant Intellectual Property rights in Content which you submit, post or display on or through the Website. By submitting, posting or displaying any such Content you acknowledge and agree that Poligo shall be entitled to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any such Content which you submit, post or display on or through the Website.
7.4 To the extent that it is not possible for Poligo to have or receive the rights contemplated by clause 7.3 above, you hereby grant Poligo a perpetual, irrevocable, worldwide, royalty free and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through the Website. This licence is solely for the purpose of enabling Poligo to display, distribute and promote the Services.
7.5 You confirm and warrant to Poligo that you have all necessary rights, powers and authority to enable the grant of the licence under clause 7.4 above.
8. YOUR ACCOUNT
8.2 You shall be responsible for protecting all information relating to your Account and for ensuring that no person gains access to your Account as a result of actions within your ambit or control. You shall be responsible and liable for any act of any person to whom you have passed your Account information who accesses the Website and/or uses your Account.
8.3 You acknowledge and agree that we may contact you from time to time via your registered email address to provide you with newsletters, promotional information and offers and for other general account and administrative purposes. If you do not wish to receive advertising or promotional emails from us, you will be entitled to opt out of receiving such emails from your Account homepage.
9.1 Prices payable for the Services are as set out in the Pricing Schedule. The current Pricing Schedule will be set out on the Website [link to relevant page here] and may be varied or amended by us from time to time. Any amendment to the Pricing Schedule will be notified to you by posting the changes to the Website.
9.2 Prices for relevant Services will be based on the number of Credits payable for those Services. The number of Credits payable for a given Service may vary depending on your chosen subscription level.
9.3 We may make varying levels of pricing plans available to Customers with increasing levels of discount depending on the chosen subscription level. In addition to any discounts applicable to your individual subscription level, we may provide additional discounts to individual Customers from time to time for referral of new Customers who subscribe to applicable subscription level. Any such discount regime shall be provided at our sole discretion.
10. CONTRACTING AND PAYMENT
10.1 Customers may purchase Services from us using Credits purchased via the designated secure area within the Website. Credits may be purchased individually (subject to a minimum purchase of ten (10) Credits) or on a subscription basis at the applicable prices set out in the Pricing Schedule.
10.2 Any purchase of individual Services by you shall constitute a separate contract for the provision of the relevant Services which shall be governed by all relevant provisions of this Agreement. Each such contract shall be formed following submission by you of the request for provision of the relevant services and shall be completed following provision of those Services, either by us or by a given Editor in the case of Editing Services.
10.3 Credits may be purchased using Visa, Mastercard, Paypal, or any other payment method we choose to make available through the designated secure area within the Website. Once purchased, Credits may only be redeemed for Services and must be used within any applicable use-by period. Unused or expired Credits may not be refunded to your paying credit card or Paypal account or otherwise, nor shall the purchase price of such Credits be redeemable for cash or other form of monetary payment.
10.4 You shall be responsible for all account and transaction charges (such as credit card fees, currency exchange fees or Paypal account fees and charges) incurred by you in purchasing Credits. In addition, you shall be liable for any duties, taxes or other imposts, including (without limitation) goods and service, value added or similar taxes (“Taxes”) charged, levied or imposed in or by any relevant jurisdiction or authority in connection with provision of Services or the purchase of Credits. Poligo may be legally required to charge or pass on such Taxes to you as the consumer or end-user of the Services and account to the relevant taxation authority for such Taxes on your behalf. Any such Taxes will be added to the cost of Credits purchased by you at the time of purchase.
11. INTELLECTUAL PROPERTY
11.1 All Website content, including (without limitation) text, images, logos, software, downloadable content (such as publications forming part of the Database), emails, posted comments and reviews (collectively, the “Content”) is owned and/or controlled by us and/or our licensors. We and our licensors own and retain all right, title and interest in and to the Content and all Intellectual Property associated with such Content.
11.2 Nothing in this Agreement gives you any right to use any of Poligo’s trade names, trade marks, service marks, logos, domain names or any other distinctive brand features nor confers upon you any right, title, interest or other entitlement (whether legal, beneficial or otherwise) in or to the Website or any Content.
12.1 You undertake, warrant and represent to us that:
(a) you intend to and will use the Website only for personal educational purposes at all times;
(b) you will not (nor do you intend to) otherwise exploit the Services, the Database or any other services provided or information made available via the Website for individual financial or other personal gain; and
(c) all information provided by you in relation to your Account is correct and you are entitled to use or otherwise submit such information to us for the purpose of opening and maintaining your Account.
12.2 You will indemnify us for any liability, loss, expense, cost or damage, including consequential and/or economic loss suffered or incurred by us as a result of your use of the Website or any breach of this Agreement.
12.3 Neither Poligo nor any of its directors, officers, agents, employees or other authorised persons provide any warranties, representations, guarantees or other assurances to Customers in connection with the provision of the Services and Customers’ use of and access to the Website other than those which apply as a matter of law as between Poligo and a given Customer.
13. CLOSING OF ACCOUNTS
13.1 The terms of this Agreement will continue to apply until terminated by your or us in accordance with this clause 13. You may close your Account at any time by unsubscribing through your Account home page.
13.2 We may close your Account after a prolonged period of inactivity. In such circumstances we will give you advanced notice via your registered email address one month prior to closing your Account.
13.3 Poligo may close and terminate your Account in the following circumstances:
(a) immediately and without notice if you breach any material provision of this Agreement;
(b) if Poligo is required to do so by law (for example, where the provision of any Services to you is, or becomes, unlawful);
(c) if Poligo is transitioning to no longer providing Services to Customers in the country or jurisdiction in which you are a resident from which you use any Services; or
(d) If the provision of the Services (or any part of the Services) to you by us is, in our opinion, no longer commercially viable.
13.4 If we close and/or terminate your Account in accordance with clause 13.2 or 13.3, you shall forfeit any unused Credits and all of your rights and entitlements conferred this Agreement shall cease with immediate effect.
13.5 Notwithstanding any other provision of this Agreement, any closure or termination of your Account shall be without prejudice to our rights in relation to any antecedent breach by you of this Agreement. Any such closure or termination shall not be or be deemed to be a waiver of any rights which we may have in relation to such breach, whether pursuant to this Agreement, at law, in equity or otherwise.
14. GENERAL PROVISIONS
14.1 This Agreement:
(a) constitutes the entire understanding and agreement of the parties relating to its subject matter; and
(b) supersedes and extinguishes any prior agreements, arrangements and understandings in relation to the provision of the Services.
14.2 No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by us in respect of any breach of your obligation under this Agreement is to:
(a) operate as a waiver or prevent the subsequent enforcement of that obligation; or
(b) be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.
14.3 This Agreement shall be governed by, and construed in accordance with, the laws of New Zealand. You accept the non-exclusive jurisdiction of the courts of New Zealand.
15. DEFINITIONS AND INTERPRETATION
15.1 Definitions: In this Agreement, unless the context requires otherwise, the terms defined below shall have the following meanings:
“Account” means each Customer’s account entitling it to use and access the Website and otherwise have access to and be provided with the Services;
“Agreement” means this agreement between Poligo and each Customer, as may be varied from time to time;
“Content” has the meaning given to it by clause 11.1;
“Credits” means credits purchased by Customers and entitling Customers to purchase Services at the rate or rates applicable to each Customer’s Account and subscription level;
“Customer”, “you”, “yours” and other cognate words mean each person who uses and access the Website and includes each person who purchases or subscribes for Services from time to time and/or holds an Account with us;
“Database” means the database of written resources, content and information made available as part of the Database Services;
“Database Services” means the services described in clause 2.1(b);
“Editing Services” means the services described in clause 2.1(a);
“Editors” means persons engaged and approved by us to provide Editing Services to Customers;
“Intellectual Property” means all intellectual property rights and interests, including (without limitation):
(a) patents, trade marks, copyright, registered design, trade names, symbols and logos;
(b) patent applications and applications to register trade marks, service marks and designs; and
(c) tools, templates, techniques, computer programme code, data, inventions, discoveries, developments, trade secrets, information, know-how and logical sequences (whether or not reduced to writing or other machine or human readable form);
“Poligo”, “we”, “us” and other cognate words mean Poligo Limited, a company registered under the laws of New Zealand with registered number 2098343;
“Pricing Schedule” means Poligo’s current schedule of prices applicable from time to time, as set out on [link to relevant page here], as may be varied by us from time to time;
“Services” means the services provided by Poligo, as described in clause 2 of this Agreement;
“Website” means www.poligo.com and includes any other website owned, used or controlled by us and made available to you from time to time; and
“Working Day” means any day of the week other than a Saturday, Sunday or public holiday on which banks are open for business in Tokyo, Japan.
15.2 Interpretation: In this Agreement, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words which are gender neutral or gender specific include each gender;
(c) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(d) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a Government Agency;
(e) a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgement, rule of common law or equity or a rule of an applicable stock exchange and is a reference to that law as amended, consolidated or replaced;
(f) a reference to a document includes all amendments or supplements to that document, or replacements or novations of it;
(g) a reference to a party to a document includes that party's successors and permitted assigns;
(h) an agreement on the part of two or more persons binds them severally;
(i) where the day on or by which something must be done is not a Working Day, that thing must be done on or by the following Working Day; and
(j) headings are for convenience only and do not affect the interpretation of this Agreement.