Wo Hui Mandarin General Terms and Conditions for Business Partner

WO HUI MANDARIN | GENERAL TERMS AND CONDITIONS FOR BUSINESS PARTNERS

1.              PARTIES

1.1           Wo Hui Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201838705N (“We”, “Our”, “Us”). Our registered address is #19-04/05, 101 Thomson Road (United Square), Singapore 307591.

1.2           We are the owner and/or licensor of the Wo Hui Mandarin Platform and are in the business of providing an integrated solution that facilitates the learning of the Chinese language and provides access to related products & services.

1.3           You are the organisation identified in the Order Form (“You”, “Your”, “Yours”).

2.              OBJECT & PURPOSE

2.1           These General Terms and Conditions for Business Partners, together with an accepted Order Form, constitute our Agreement with You.

2.2           The Parties acknowledge and agree that the purpose of this Agreement is to:

2.2.1        set out the basis upon which We shall make available Licences to use the Wo Hui Mandarin Platform to You for allocation to, and use by, members of Your End User Community;

2.2.2        streamline the manner in which You can adjust the volume of Licences required by Your organisation, to support the desired number of Authorised End Users within Your End User Community; and

2.2.3        establish Your responsibilities in relation to the administration of Authorised End Users and their compliant usage of the Wo Hui Mandarin Platform.

3.              LICENCE ACQUISITION

3.1           The Parties acknowledge and agree that the number of Licences purchased for allocation and use by Your End User Community is as set out in the Order Form.

3.2           You may request to purchase additional Licences at any time during the Term for use by Your End User Community, subject to their acceptance of the relevant EULA, by submitting an additional Order Request.

3.3           Where You submit an Order Request for additional Licences via the Wo Hui Mandarin Platform, You will receive an email from Us acknowledging that We have received and are reviewing Your Order Request.

3.4           Where We are agreeable to fulfilling an Order Request from You, We will then send You an email with an Order Form for Your confirmation and acceptance. This email will be sent to Your designated Billing Contact.

3.5           Once accepted by You, the Order Form shall immediately constitute a separate and binding contract between You and Us incorporating these terms and conditions.

3.6           You acknowledge and agree that any communication We receive from Your Billing Contact accepting an Order Form (including in the form of a click-thru acceptance) shall constitute a valid and binding acceptance of that Order Form by You.

4.              APPROVED CONTENT & FREE CONTENT

4.1           You acknowledge and agree that the Approved Content Modules that apply to each Licence procured under this Agreement shall be as stated in the relevant Order Form.

4.2           You acknowledge and agree that We may, subject to Clause 4.3, in Our sole and absolute discretion, give Authorised End Users access to Free Content from time to time.

4.3           We may suspend, limit or terminate access to Free Content for any reason whatsoever and at any time, without notice to Your or Your Authorised End Users.

5.              FREE TRIALS

5.1           This Clause 5 shall only apply where it is stated in the Order Form that a Free Trial is to be made available.

5.2           You acknowledge and agree that:

5.2.1        the number of Licences subject to the Free Trial and the applicable duration of the Free Trial shall be as stated in the relevant Order Form;

5.2.2        each Authorised End User participating in the Free Trial may only do so subject to their acceptance of the relevant EULA;

5.2.3        continued usage by Your Authorised End Users of a Licence beyond the Free Trial period shall constitute Your agreement to acquire the Licence and the Licence Fee shall become payable; and

5.2.4        where no Free Trial is stated in the Order Form then the Licence Fee shall become payable immediately.

5.3           We may suspend, limit or terminate access to Free Trial licences for any reason whatsoever and at any time, without notice to You or the applicable Authorised End Users.

6.              ADDITIONAL PRODUCTS & SERVICES

6.1           You acknowledge and agree that Your Authorised End Users may also access and may be presented with the opportunity to purchase certain Offerings from Us, as well as from Third Parties, while using the Wo Hui Mandarin Platform.

6.2           In relation to 3P Offerings, You acknowledge and agree that:

6.2.1        a Licence does not grant Your Authorised End Users any rights to any 3P Offerings or other Wo Hui Mandarin products or services offered on the Wo Hui Mandarin Platform;

6.2.2        such 3P Offerings are not under Our control and We have no responsibility for such 3P Offerings either to You or Your Authorised End Users;

6.2.3        should any of Your Authorised End User’s purchase such 3P Offerings, that shall not form part of this Agreement or otherwise impose any obligations on Us whatsoever;

6.2.4        should any of Your Authorised End Users enter into and maintain a direct contractual relationship with the providers of any relevant 3P Offerings, they do so without any recourse and/or liability to Us whatsoever;

6.2.5        We may receive a commission for any access and/or purchase of 3P Offerings by Your Authorised End Users; and

6.2.6        We do not endorse such 3P Offerings and shall in no event be liable for any products and/or services of such Third Party providers.

7.              TRAININGS

7.1           We may, in Our sole discretion, make certain training tools and/or programs available to You and Your End User Community through the Wo Hui Mandarin Platform. Where We provide any such training tools and/or programs, You acknowledge and agree that the following terms and conditions apply:

7.1.1        the training tools and/or programs are provided “as is”, without any warranty of any kind, either express or implied;

7.1.2        under no circumstances will We be liable for any claims, losses and/or liabilities of whatever nature suffered, sustained or incurred arising out of or in connection with the use of and/or any reliance upon the training tools and/or programs;

7.1.3        the use of the training tools and/or programs, is at Your sole risk and the sole risk of Your End User Community; and

7.1.4        no advice or information, whether oral or written, which is obtained by You or Your End User Community through any such training tools and/or programs, shall create any warranty or representation by Us.

8.              AUTHORISED END USERS

8.1           Upon confirmation of the Licences being made available to You for use by Your End User Community, You may make the approved number of Licences available to appropriate members of Your End User Community.

8.2           The Licences may be assigned to members of Your End User Community, by Your Organisation Administrators.

8.3           Should a Licence be allocated to a Person who ceases to be a member of Your End User Community you shall be entitled to re-assign that Licence to another active member of Your End User Community.

8.4           Your Organisation Administrators may also terminate Licences assigned to members of Your End User Community.

8.5           You acknowledge and agree that each member of Your End User Community that You wish to grant a Licence to shall be required to accept a EULA which shall directly govern their usage of the Wo Hui Mandarin Platform and the Licence.

8.6           You shall require all members of Your End User Community to carefully read, review and accept the terms of the EULA as part of the process of accessing the Wo Hui Mandarin Platform.

8.7           You shall provide the necessary organisation account credentials which are assigned to You, such that each proposed member of Your End User Community may activate the relevant licence that has been assigned to them.

8.8           You acknowledge and agree that You are responsible for ensuring that:

8.8.1        each Authorised End User obtains the data network access necessary to Use the Wo Hui Mandarin Platform, products and/or services, including all fees and charges associated with the same; and

8.8.2        procuring compatible hardware or devices necessary to access the Wo Hui Mandarin Platform, products and/or services.

9.              LICENCE ADMINISTRATION

9.1           You acknowledge and agree that any Licence procured pursuant to this Agreement may only be allocated and used by a then current member of Your End User Community, and in the manner contemplated by this Agreement.

9.2           At all times during the Term on an ongoing and continuing basis You shall provide the following user account establishment and maintenance related information and/or support (as relevant) to Us:

9.2.1        verification of the age and identity of all prospective members of Your End User Community that you wish to allocate Licences to under this Agreement;

9.2.2        validation of any and all other information that We may notify You of in connection with each Authorised End User’s utilisation of a Licence;

9.2.3        the gathering of any necessary consents from each Authorised End User and their parents (as applicable) and provide evidence of such consents to Us upon request;

9.2.4        correct, up-to-date and accurate information in relation to all Authorised End Users; and

9.2.5        prompt notification of any updates applicable to the information that You have provided to Us.

9.3           You acknowledge and agree that You have a direct relationship with and responsibility for each member of Your End User Community and that their use of the Wo Hui Mandarin Platform via a Licence is done so directly in relation to Your business.

9.4           For the purposes of Clause 9.3, You shall, on an ongoing and continuing basis throughout the Term, take all steps necessary to ensure and/or procure that all Authorised End Users who use a Licence to access the Wo Hui Mandarin Platform:

9.4.1        do so strictly in accordance with the terms of the EULA, including any changes thereto that may be made from time to time;

9.4.2        are aware of and shall strictly comply with the Wo Hui Mandarin User Code of Conduct and Platform Terms of Use and their obligations under relevant EULAs;

9.4.3        do not use the Wo Hui Mandarin Platform for commercial, tutoring or teaching purposes, except within Your school itself and for the purposes of Your business; and

9.4.4        do not share their access to the Wo Hui Mandarin Platform with any third parties, including other Authorised End Users (i.e. the User Account is personal to that Authorised End User).

9.5           You acknowledge and agree that any breach of Your obligations under this Clause 9 shall be deemed a Material Breach.

10.           ADMINISTRATOR AND BILLING CONTACT APPOINTMENTS

10.1         You acknowledge and agree that:

10.1.1      the Billing Contact is not an individual person, but rather is an email address designated in Your initial Order Form;

10.1.2      the Billing Contact may only be updated by You through written notice provided to Us, provided in accordance with Clause 20.18;

10.1.3      We will send all new Order Forms to the Billing Contact for acceptance;

10.1.4      any Person who communicates with Us via the Billing Contact channel, is fully authorised by You to represent and bind You, including through entering into contracts with Us on Your behalf;

10.1.5      We shall not be required to treat as valid, the acceptance of any new Order Form that is communicated through any communications channel other than the Billing Contact; and

10.1.6      We shall at no time be required to investigate or confirm the actual identity or authorisation of the user the Billing Contact channel.

10.2         You acknowledge and agree that:

10.2.1      We will initially allocate Administrator Accounts in accordance with the relevant Order Form;

10.2.2      thereafter, new Administrator Accounts may be allocated by the users of your existing Administrator Accounts;

10.2.3      all users who have access to Administrator Accounts will, for the purposes of these terms and conditions, be deemed “Organisation Administrators”;

10.2.4      subject to Clause 10.1, all Organisation Administrators are fully authorised by You to represent and bind You, whether such Person was appointed by You in an Order Form or gained access to an Administrator Account in some other fashion;

10.2.5      where an Administrator Account is used to access and/or process any Personal Information:

(a)            it does so as the data controller;

(b)            We are not responsible for any such access and/or processing;

(c)             You irrevocably release and waive any claims against Us (and shall secure a release and waiver of claims against Us from Your End User Community), in relation to such access and/or processing; and

(d)            You shall fully indemnify Us for any claims, losses and/or liabilities of whatever nature suffered, sustained or incurred arising out of or in connection with such access and/or processing.

10.2.6      subject to Clause 10.1, We shall be entitled to rely upon instructions and communications received through any Administrator Account as representing instructions and communications directly from You; and

10.2.7      We shall at no time be required to investigate or confirm the actual identity or authorisation of the user of any Administrator Account.

11.           WARRANTIES & REPRESENTATIONS

11.1         You warrant and represent to Us that:

11.1.1      all information You provide to Us, including in relation to each Authorised End User, is accurate and correct, and We may rely on it without further enquiry;

11.1.2      You have the lawful capacity and authority needed for You to provide any such information to Us;

11.1.3      Any Personal Information you provide to us under or in connection with this Agreement has been made available to Us in compliance with DP Laws;

11.1.4      any Person to whom a Licence is issued shall be a valid member of Your End User Community; and

11.1.5      where You provide Us with any information relating to a Third Party, including an Authorised End User, You are legally authorised to do so and/or have obtained the required consents.

11.2         You acknowledge and agree that in relation to usage of the Wo Hui Mandarin Platform by You as you perform Your administrative function and/or Your End User Community that:

11.2.1      all such licences are on an ‘as is’ and “as available” basis;

11.2.2      We do not endorse or offer any assurances in relation to any 3P Offerings that may be accessed via the Wo Hui Mandarin Platform and exclude any and all liability in respect of the same;

11.2.3      We do not guarantee the quality, suitability, safety or ability of Third Party providers associated with the provision of any [3P Offerings];

11.2.4      We cannot guarantee that no Viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to the device used to access the Wo Hui Mandarin Platform;

11.2.5      We are not responsible for any loss You or the Authorised End Users may incur as a result of Viruses or other contaminating or destructive properties being transmitted to the device used to access the Wo Hui Mandarin Platform;

11.2.6      the entire risk arising out of Your and the Authorised End Users’ Use remains solely with You and the Authorised End Users (as applicable) to the maximum extent permitted under Applicable Law; and

11.2.7      We exclude all conditions, warranties, representations or other terms which may apply to the Wo Hui Mandarin Platform or any content on and/or this Agreement to the maximum extent permitted by Applicable Law.

12.           PRICE & PAYMENT

12.1         Prices for the Licences are as stated in the applicable Order Form and inclusive of GST, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the same.

12.2         The charges for the Licences shall be payable for the number of Licences which have been set-out in a relevant Order Form, in accordance with this Agreement, regardless of whether a Licence which has been purchased has ultimately been allocated to and/or used by an End User.

12.3         You acknowledge and agree that We may change the prices of the Licences offered under this Agreement, upon giving not less than 30 days’ notice prior to the end of the subscription term of each Licence.

12.4         You shall be billed in accordance with the intervals stated in the relevant Order Form, or in the absence thereof, then within 30 days of the signed Order Form.

12.5         All invoices must be paid in full within 14 Business Days of receipt.

12.6         You shall remain liable for payment of applicable taxes and You shall pay all Our invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges.

12.7         All payments due under this Agreement shall be made in the currency set-out in the relevant Order Form, by electronic funds transfer to such bank account as the receiving Party may designate from time to time.

12.8         You will notify Us within 5 calendar days of the receipt of an invoice if You:

12.8.1      dispute (in good faith) any part of or all of the fees stated in the invoice; or

12.8.2      consider such Invoice to be incorrect or incorrectly issued for any reason.

12.9         Any outstanding payments You owe Us shall attract late payment interest of 8% per annum until full payment is received.

12.10      If You do not pay for the Licences You have ordered in full and on time then We reserve the right to:

12.10.1   exercise our right terminate all Authorised End Users’ User Accounts under the relevant EULA; and/or

12.10.2   suspend and/or terminate our continued performance under this Agreement either in whole or in part.

13.           LIABILITY

13.1         Except in relation to Your liability and/or breach under Clauses 9, 14, 16, 17 and/or 18 neither Party shall be liable to the other Party for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.

13.2         To the maximum extent permitted by Applicable Law, Our total liability to You for any and all claims of whatever nature arising out of or in connection with this Agreement is strictly limited to the total amount of fees You have paid to Us under this Agreement.

14.           INDEMNITY

14.1         You acknowledge and agree that You shall fully indemnify, defend and hold Us harmless from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:

14.1.1      Your breach of any term and condition of this Agreement;

14.1.2      any breach of Your obligations under Clauses 9, 16, 17 and/or 18;

14.1.3      Our use of any and all information that You or any Authorised End User submits to Us via the Wo Hui Mandarin Platform;

14.1.4      an Authorised End User’s breach of the Wo Hui Mandarin User Code of Conduct, Platform Rules and/or EULA;

14.1.5      any claim brought by a Third Party as a result of any purchase or attempted purchase of any 3P Offering by Your Authorised End Users; and

14.1.6      any claim brought by a Third Party as a result of any Posts made by Your Authorised End Users.

14.2         For the purposes of Clause 14.1, “We” shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.

15.           TERMINATION

15.1         We may immediately terminate this Agreement either in whole or part at any time if:

15.1.1      You commit a Material Breach of this Agreement;

15.1.2      You fail to remedy any breach of this Agreement within 14 days of notice from Us requiring You to remedy such breach;

15.1.3      Your Authorised End Users are found to be in breach of the Wo Hui Mandarin User Code of Conduct, Platform Terms of Use and/or relevant EULA;

15.1.4      We are required to do so by Applicable Law; or

15.1.5      a change in Applicable Law aversely impacts our operations of the Wo Hui Mandarin Platform; or

15.1.6      We reasonably apprehend that any of the events mentioned above are about to occur.

15.2         Upon termination of this Agreement by Us, You acknowledge and agree that We shall have no further liability to You under or in connection with this Agreement.

15.3         Upon receipt of a termination notice, the Parties shall promptly (and in any event, within any time frame set out in the termination notice):

15.3.1      return all Confidential Information to the Party that disclosed it, or destroy such Confidential Information and provide evidence of destruction where requested;

15.3.2      any outstanding payments owed to Us, if any, will immediately become due;

15.3.3      take all possible action to mitigate any liabilities which may arise as a result of such termination;

15.3.4      We may, at our sole discretion, cancel any or all of the Authorised End Users’ access to their User Accounts; and

15.4         The Surviving Provisions shall survive the termination of this Agreement.

15.5         Clause 15.4 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of this Agreement.

16.           INTELLECTUAL PROPERTY

16.1         You acknowledge and agree that You shall not (and You shall procure that Your Authorised End Users shall not) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR.

16.2         The Wo Hui Mandarin Platform and all rights therein are and shall remain Our property or the property of Our licensors.

16.3         Neither this Agreement nor any use of the Wo Hui Mandarin Platform by Your Authorised End User shall convey or grant to You or any End User any rights:

16.3.1      in or related to the Wo Hui Mandarin Platform except for the limited licence granted in the EULA, in the case of Your Authorised End Users; or

16.3.2      to use or reference in any manner Our Marks or those of Our licensors.

16.4         All content and functionality on the Wo Hui Mandarin Platform are the exclusive property of Us or Our licensors and are protected by Applicable Law.

16.5         The Marks displayed on the Wo Hui Mandarin Platform are IPR owned by Us and/or Our licensors. You shall not, and You shall procure that Your Authorised End Users shall not, use or reproduce any Marks of, or imply any endorsement by or relationship with, Us or Our licensors.

16.6         You acknowledge and agree that any breach of Your obligations under this Clause 16 shall be deemed a Material Breach.

17.           DATA PROTECTION

17.1         You shall ensure that any Personal Information that you share with us in connection with this Agreement, including in relation to Your End User Community, shall have been collected and shared with us in accordance with DP Laws.

17.2         You acknowledge and agree that any breach of Your obligations under this Clause 17 shall be deemed a Material Breach.

18.           CONFIDENTIALITY

18.1         This Clause 18 is mutual and applies to all Confidential Information which the Parties provide to each other.

18.2         Both Parties shall observe the following obligations:

18.2.1      that all Confidential Information will be treated as being absolutely confidential;

18.2.2      no disclosures to anyone if not agreed in advance in writing, unless to lawyers or a court or if a regulator demands it;

18.2.3      all Confidential Information is to be kept really secure – no less than reasonable commercial efforts must be applied to keep it secure;

18.2.4      if Confidential Information has been compromised then report it to the other Party immediately; and

18.2.5      return or destroy the Confidential Information once Your customer relationship with Us has ended subject to Applicable Laws which say it must be kept.

19.           AMENDMENTS

19.1         Subject to Clause 19.2, these General Terms and Conditions for Business Partners may be amended by Us from time to time, in Our sole discretion, on 30 days’ prior written notice to You. Continued use by You and/or Your End User Community of the Wo Hui Mandarin Platform, the Licence and/or the Approved Content Modules, shall constitute Your acceptance of the updated General Terms and Conditions for Business Partners.

19.2         Any variations to an Order Form shall be agreed in writing by the Parties.

20.           GENERAL PROVISIONS

20.1         In the event of a payment dispute each Party must nominate 1 representative from its senior management who shall work to resolve the dispute in good faith within 14 days of the date of the notification of the payment dispute.

20.2         You acknowledge and agree that You shall not refer to Us or Our licensors in any public media for any purposes.

20.3         Both You and We shall comply with all Applicable Law.

20.4         Each Party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of Clauses 14, 16 and/or 18, and the impacted Party may seek interim or injunctive relief.

20.5         We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Wo Hui Mandarin Platform (or any part thereof).

20.6         Neither You or We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under this Agreement as a direct result of an established Force Majeure Event.

20.7         This Agreement does not create any rights that are enforceable by any Person who is not a Party to this Agreement. For the avoidance of doubt, this Agreement creates no rights whatsoever to Your End User Community.

20.8         This Agreement constitutes the entire agreement between You and Us relating to the supply of Licences to Your Authorised End Users, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both Parties.

20.9         You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under this Agreement without Our prior written approval.

20.10      We may assign, transfer or deal in any way with all or any of Our rights under this Agreement including to an affiliate or any Third Party.

20.11      No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.

20.12      Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

20.13      If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, this Agreement shall be deemed modified to the minimum extent necessary to make them valid and enforceable.

20.14      Where the deemed modification in Clause 20.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of this Agreement shall still remain in full force and effect.

20.15      Both Parties are and shall remain independent Parties, and neither Party shall have, or represent itself to have, any authority to bind the other Party to act on its behalf.

20.16      Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.

20.17      Except as expressly stated, this Agreement do not create any rights that are enforceable by any Third Party. You acknowledge and agree that only You and We have rights under this Agreement.

20.18      All notices under this Agreement shall be in writing and shall be delivered by email to the Party due to receive it at the Party’s designated email address. In Our case, all notifications must be sent to [email protected].

20.19      This Agreement are drawn up in the English language and the English language version of the same shall always prevail over any translation. This Agreement shall be construed, interpreted and administered in English.

20.20      This Agreement are governed by, and shall be construed in accordance with, the law of Singapore.

20.21      Both You and We agree to submit any disputes arising under or in connection with this Agreement to binding and final arbitration, and the following shall apply:

20.21.1   the arbitration shall be administered by the Singapore International Arbitration Centre (SIAC);

20.21.2   the arbitration shall be conducted 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 20.21;

20.21.3   the seat of the arbitration shall be Singapore;

20.21.4   the arbitral tribunal shall consist of 1 arbitrator;

20.21.5   the language of the arbitration shall be English; and

20.21.6   the costs of the arbitration shall be borne equally by both parties.

21.           DEFINITIONS

21.1         “3P Offerings” means any Third Party content available, as well goods and/or services offered for supply and/or sale by Third Parties, on the Wo Hui Mandarin Platform.

21.2         “Administrator Account” means an account which may be used a Organisation Administrator to conduct administrative activities on an Organisation’s behalf, including the creation of User Accounts for Organisational Users, amendment of an Organisational User’s details, submission of password reset requests and access to and processing of an Organisational User’s information (including Personal Information).

21.3         “Agreement” means these General Terms and Conditions for Business Partners and any accepted Order Form.

21.4         “Approved Content Module” means Learning Community Content other than Free Content and 3P Offerings, which We agree to grant Your Authorised End Users access to, pursuant to the Order Form.

21.5         “Authorised End Users” means the:

21.5.1      students and/or teachers that attend Your organisation and that You have authorised to Use a Licence purchased under this Agreement, in accordance with the EULA, to access the Wo Hui Mandarin Platform; and

21.5.2      Your Organisation Administrators.

21.6         “Billing Contact” means the email address designated in the initial Order Form and as may be updated by You with written notice to Us from time to time, in accordance with the notification requirements set-out in Clause 20.18.

21.7         “Confidential Information” means this Agreement and all information of any nature which a Party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.

21.8         “DP Laws” means any and all data protection and/or privacy related laws and/or regulations that govern the use of Personal Information;

21.9         “End User Community” means the:

21.9.1      students and teachers within Your school that you would like to potentially issue a Licence to in connection with the operation of your educational business; and

21.9.2      Your Organisation Administrators.

21.10      “EULA” means the end user license agreement applicable to the Wo Hui Mandarin Platform available at www.wohuimandarin.com/eula, as may be updated from time to time.

21.11      “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under this Agreement (e.g. acts of God, civil unrest, pandemics, political situations etc.).

21.12      “Free Content” means any free access to teaching or learning tools, media, links or any other form of content which We make available on the Wo Hui Mandarin Platform and/or through each Authorised End User’s User Account, in Our sole discretion from time to time and may include 3P Offerings.

21.13      “Free Trial” means a free trial of a Licence.

21.14      “General Terms and Conditions for Business Partners” means these terms and conditions.

21.15      “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.

21.16      “Learning Community Content” means selected teaching and learning tools, media, message boards and digital community discussion spaces in the Wo Hui Mandarin Platform, which may only be accessed by User Accounts with an active Licence and may include 3P Offerings.

21.17      “Licence” means a licence granted by Us to access certain Learning Community Content in accordance with a relevant EULA, such licence having been purchased by You for use by Your End User Community, under this Agreement in accordance with its terms.

21.18      “Licence Fee” means the amount payable by You for each Licence, such amounts being as set out in the Order Form.

21.19      “Material Breach” means:

21.19.1   a breach of this Agreement that is not remedied by the breaching Party within 30 calendar days of being notified of the breach;

21.19.2   a persistent pattern of minor breaches of this Agreement, which when taken as a whole, constitute a material breach; or

21.19.3   any breach of any term in this Agreement which is designated as a Material Breach term.

21.20      “Order Form” means the Wo Hui Mandarin-approved form which details the commercial terms of the purchase of Licenses for Your Authorised End Users and which incorporates these terms and conditions.

21.21      “Organisation Administrators” means Persons who have access to Administrator Accounts and whom We will treat as Your representatives, as further detailed in Clause 10.

21.22      “Order Request” means a request from You requesting Us to provide additional Authorised End Users with Licences.

21.23      “Our Apps” means the Wo Hui applications downloadable via a relevant app store including those offered by Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon, including Wo Hui Mandarin Learn and Wo Hui Mandarin Play.

21.24      “Our Sites” means the Wo Hui Mandarin websites, including wohui.co, cnl.wohui.co, wohui.io and games.wohui.co.

21.25      “Offerings” means products and/or services offered for supply and/or sale on the Wo Hui Mandarin Platform and shall include 3P Offerings.

21.26      “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

21.27      “Surviving Provisions” means Clauses 1, 13, 14, 15.4, 15.5, 16, 18, 20.18 thru 20.21 and 21.

21.28      “Term” has the meaning set-out in the Order Form.

21.29      “Third Party” means a natural person or legal entity who is neither You nor Us.

21.30      “Use” means using the Wo Hui Mandarin Platform (or any part thereof), including downloading, accessing, browsing, viewing or registering to use and utilising in any manner (as the case may be) the Wo Hui Mandarin Platform either directly or indirectly.

21.31      “User Account” means the personal user account that an Authorised End User registers with Us via the Wo Hui Mandarin Platform to gain access to the Licence and/or Offerings.

21.32      “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.

21.33      “Wo Hui Mandarin Platform” means Our Sites and/or Our Apps.

21.34      “Wo Hui Mandarin User Code of Conduct” means the user code of conduct applicable to the Wo Hui Mandarin Platform available at www.wohuimandarin.com/usercode, as may be updated from time to time.