Terms of Service

1. Acceptance of Terms

By accessing or using the TEX Edu ("Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and TEX Inc Pty Ltd ("TEX," "Company," "we," "us," or "our") governing your use of the Platform, including all associated services, features, content, and applications.

If you are accepting these Terms on behalf of a school, educational organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, "you" and "your" shall refer to that entity.

If you do not agree with any part of these Terms, you must not access or use the Platform. Users under the age of 18 may only use the Platform with the consent and under the supervision of their school or parent/legal guardian, and subject to any applicable school agreements. For details on how we handle your personal information, please refer to our Privacy Policy.

2. Definitions

The following definitions apply throughout these Terms of Service:

• "Platform" refers to the TEX web application, APIs, and all related services provided by TEX for student career readiness and counselor workflow management.
• "School" or "Organisation" refers to any educational institution, school network, or organisation that has entered into a subscription agreement with TEX to use the Platform.
• "Administrator" refers to individuals designated by a School or Organisation to manage settings, users, and configurations within the Platform.
• "Counselor" refers to school counselors, career advisors, and other staff members granted access to the Platform by their School or Organisation to manage student career readiness activities.
• "Student" refers to individuals enrolled at a subscribing School or Organisation who are granted access to the Platform for career readiness purposes.
• "Alumni" refers to former students who may retain limited access to certain Platform features as determined by their former School or Organisation.
• "User" refers collectively to any individual who accesses or uses the Platform, including Administrators, Counselors, Students, and Alumni.
• "Content" refers to all text, data, files, documents, images, and other materials uploaded to, created within, or transmitted through the Platform.
• "Services" refers to all features and functionality provided by the Platform, including communications, contact management, skills assessment, career intelligence, AI-powered features, and integrations.
• "Subscription" refers to the paid licence agreement between TEX and a School or Organisation that grants access to the Platform and its features for a specified term.

3. Account Registration and Security

To access the Platform, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information and must promptly update any changes. Providing false or misleading information may result in the suspension or termination of your account.

You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password. We strongly recommend enabling multi-factor authentication (MFA) where available to enhance your account security. You agree to notify TEX immediately of any unauthorised use of your account or any other breach of security. TEX shall not be liable for any loss or damage arising from your failure to protect your account credentials.

Account sharing is strictly prohibited. Each individual may maintain only one account on the Platform. Schools and Organisations are responsible for provisioning and managing user accounts for their Administrators, Counselors, and Students. Account creation and access for Students is managed through the subscribing School or Organisation, and student accounts may only be created in accordance with the applicable school agreement and any required parental or guardian consent.

4. School & Organisation Agreements

Schools and Organisations access the Platform through a separate subscription agreement that governs the specific terms of their engagement with TEX, including pricing, feature access, data processing arrangements, and service level commitments. These Terms of Service supplement and operate alongside any such subscription agreement.

In the event of a conflict between these Terms and the terms of a subscription agreement, the subscription agreement shall prevail to the extent of the conflict. All other provisions of these Terms shall remain in full force and effect.

Each School or Organisation is responsible for ensuring that its Users comply with these Terms and any applicable policies. The School or Organisation shall be liable for any breaches of these Terms by its authorised Users and shall take appropriate action to address any violations promptly.

5. US Schools — FERPA Compliance

This section applies to Schools located in the United States that are subject to the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

a) School Official Designation

For purposes of FERPA, TEX operates as a "school official" with a "legitimate educational interest" in the education records it receives, as defined in §99.31(a)(1)(i). Specifically:

• TEX performs an institutional service or function for which the School would otherwise use its own employees — namely, student career readiness tracking, opportunity management, skills assessment administration, and counselor workflow support.
• The School retains direct control over TEX's use and maintenance of education records through the terms of its subscription agreement and Data Processing Agreement.
• TEX uses education records only for the purposes for which disclosure was made and does not re-disclose personally identifiable information from education records except as authorised by the School or permitted under FERPA.
• TEX is subject to the requirements of FERPA §99.33(a) governing the use and re-disclosure of personally identifiable information from education records.

b) Data Processing Agreement

Schools subject to FERPA are required to execute our Data Processing Agreement (DPA), which includes FERPA-specific provisions. The DPA supplements this Terms of Service and governs the handling of education records. In the event of a conflict between these Terms and the DPA with respect to education records, the DPA shall prevail.

c) Restrictions on Use of Education Records

TEX shall:

• Use education records solely for the purposes described in the subscription agreement and DPA.
• Not use education records for marketing, advertising, or any purpose unrelated to the educational services provided to the School.
• Not disclose education records to third parties except as authorised by the School, as required by law, or as permitted under FERPA.
• Where education records are processed by sub-processors (as listed in our Privacy Policy), ensure those sub-processors are contractually bound to equivalent data protection obligations.

d) Parental and Eligible Student Rights

TEX supports the School in fulfilling its obligations to parents and eligible students under FERPA, including the right to inspect and review education records, the right to request amendment, and the right to consent to disclosures. The School is responsible for receiving and responding to such requests. TEX will provide reasonable assistance and data access to support the School in doing so.

e) Data Return and Deletion

Upon termination of the subscription agreement, TEX will, at the School's direction, either return all education records in a portable format or securely delete them within 30 days, except where retention is required by applicable law. Certification of deletion is available upon request.

f) Breach Notification

In the event of an unauthorised disclosure of education records, TEX will notify the affected School without unreasonable delay and provide sufficient information for the School to assess its FERPA notification obligations and take appropriate action to protect affected students.

6. Acceptable Use

The Platform is provided for educational and career readiness purposes. You agree to use the Platform in a manner consistent with its intended purpose and in compliance with all applicable laws, regulations, and these Terms. Acceptable use of the Platform includes, but is not limited to:

• Using the Platform solely for legitimate educational activities, career exploration, counselor workflow management, and student support services.
• Maintaining the confidentiality of student records, personal information, and any other sensitive data accessible through the Platform.
• Respecting the privacy and rights of other Users, including students, counselors, and administrators.
• Following all applicable school policies, codes of conduct, and institutional guidelines when using the Platform.
• Promptly reporting any security vulnerabilities, bugs, or unauthorised access to TEX at the contact information provided in these Terms.

TEX reserves the right to investigate and take appropriate action against any User who, in TEX's sole discretion, violates these acceptable use guidelines, including suspension or termination of access to the Platform.

7. Prohibited Conduct

You agree not to engage in any of the following prohibited activities when using the Platform:

• Sharing your account credentials with any other person or allowing others to access the Platform using your account.
• Accessing, attempting to access, or viewing data belonging to another School, Organisation, or User without proper authorisation.
• Uploading, transmitting, or distributing any malicious content, including viruses, malware, trojans, or any other harmful code or material.
• Scraping, crawling, harvesting, or using any automated means to extract data from the Platform without prior written consent from TEX.
• Using the Platform or any data obtained from the Platform for any commercial purpose outside the scope of your authorised use, including selling, licensing, or distributing Platform data to third parties.
• Impersonating any person or entity, or falsely representing your affiliation with any person, entity, or organisation.
• Attempting to circumvent, disable, or interfere with any security features, access controls, or technical measures implemented on the Platform.
• Using AI-powered features of the Platform to generate content that is harmful, misleading, discriminatory, or otherwise inappropriate in an educational context.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying algorithms of the Platform.

Violation of any of these prohibitions may result in immediate suspension or termination of your access to the Platform, and TEX reserves the right to pursue any available legal remedies.

8. Data Ownership and Licensing

Users retain ownership of all personal data they provide to the Platform. All data created, uploaded, or managed by a School or Organisation within the Platform ("School Data") remains the sole property of that School or Organisation. TEX does not claim ownership of any School Data and will not use School Data for any purpose other than providing and improving the Platform services as described in the applicable subscription agreement and data processing addendum.

By submitting Content to the Platform, you grant TEX a limited, non-exclusive, worldwide licence to use, store, process, and display such Content solely as necessary to operate the Platform and provide the services described in your subscription agreement. This licence terminates when your Content is deleted from the Platform.

TEX does not sell user data to any third party. TEX does not use user data or School Data to train artificial intelligence models. Our AI providers (including OpenAI) do not train their models on data submitted through their APIs by default. For complete details on how we collect, process, store, and protect data, please refer to our Privacy Policy.

Student records and personally identifiable information are governed by the policies of the subscribing School or Organisation and all applicable laws, including the Privacy Act 1988 (Cth), the Australian Privacy Principles, the General Data Protection Regulation (GDPR) where applicable, and the Family Educational Rights and Privacy Act (FERPA) for US schools (see Section 5). TEX acts as a data processor on behalf of the School or Organisation, which serves as the data controller for School Data.

Upon termination of a subscription agreement, Schools and Organisations may export their School Data during the export window described in the Termination section of these Terms.

9. Intellectual Property

TEX retains all right, title, and interest in and to the Platform, including all software, code, design, architecture, documentation, trademarks, logos, and other intellectual property associated with the Platform. Nothing in these Terms grants you any right, title, or interest in the Platform other than the limited right to use it in accordance with these Terms and any applicable subscription agreement.

Users retain ownership of all Content they create, upload, or submit to the Platform. Schools and Organisations retain ownership of all organisational data, configurations, custom templates, and institutional Content.

Any courseware, curriculum materials, templates, or educational resources provided by TEX through the Platform are licensed, not sold. You may use such materials only within the Platform and in accordance with the scope of your subscription. You may not reproduce, distribute, modify, or create derivative works from TEX-provided materials without prior written consent.

The Platform incorporates open-source software components, each subject to their respective open-source licences. A list of open-source components and their licences is available upon request by contacting legal@tex.inc.

10. Third-Party Services

The Platform integrates with and relies upon the following third-party services to provide its features. Each service is subject to its own terms of service and privacy policy:

TEX is not responsible for the availability, performance, or conduct of any third-party service. Service interruptions or changes by third-party providers may affect Platform functionality. TEX will make reasonable efforts to minimise disruption and notify affected users of significant third-party service changes.

The Wonde MIS integration is governed by the school's own agreement with Wonde. Schools are responsible for authorising the data sync between their MIS and the TEX Platform. For details on data shared with third-party providers, including overseas disclosure, see our Privacy Policy.

11. Service Availability & Warranties

TEX targets 99.9% uptime availability for the Platform, measured on a monthly basis, excluding scheduled maintenance windows and circumstances beyond TEX's reasonable control. Specific service level commitments, including any applicable service credits for downtime, are set forth in the subscription agreement between TEX and the subscribing School or Organisation.

Planned maintenance will be communicated to Administrators and affected Users with reasonable advance notice, typically no less than 48 hours for routine maintenance and 7 days for major updates. TEX will endeavour to schedule maintenance during off-peak hours to minimise disruption to educational activities.

AI features disclaimer: The Platform includes AI-powered features (including a conversational assistant, opportunity discovery, and content extraction) that may produce inaccurate, incomplete, or outdated outputs. AI-generated content is provided as suggestions only and should not be relied upon as the sole basis for decisions. Users are responsible for verifying AI-generated outputs before acting on them. TEX does not guarantee the accuracy, completeness, or suitability of any AI-generated content.

The Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, except to the extent that such warranties cannot be excluded under applicable law (including the Australian Consumer Law). TEX shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet service provider failures, cyberattacks, power outages, or other force majeure events.

12. Payment Terms

Access to the Platform requires an active subscription. Subscription fees are determined by the terms of the subscription agreement between TEX and the subscribing School or Organisation, and are based on factors such as the number of Users, features selected, and subscription duration. Unless otherwise specified in the subscription agreement, all subscriptions are billed annually in advance.

All fees are due in accordance with the payment schedule set forth in the applicable subscription agreement. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. TEX reserves the right to suspend access to the Platform if payment is not received within 30 days of the due date, following reasonable notice to the subscribing School or Organisation.

TEX will provide no less than 90 days' written notice before any changes to subscription pricing take effect. Price changes will not apply to the current subscription term and will only take effect upon renewal. Unless otherwise stated in the subscription agreement, no partial refunds will be issued for unused portions of a subscription term. Any exceptions to this policy will be set forth in the applicable subscription agreement.

13. Termination

Schools and Organisations may terminate their subscription and these Terms at any time by providing TEX with no less than 30 days' written notice prior to the end of the current subscription term. Individual users may request deletion of their account by contacting TEX or through the Platform settings (where available). Early termination within a subscription term may be subject to any fees or obligations specified in the subscription agreement.

TEX may terminate or suspend a User's access to the Platform, or terminate a subscription agreement, if the User or subscribing School or Organisation materially breaches these Terms or the subscription agreement and fails to cure such breach within 30 days of receiving written notice from TEX specifying the nature of the breach. TEX may also immediately suspend access without notice in cases involving security threats, illegal activity, or imminent harm to other Users or the Platform.

Post-termination data handling: Upon termination, all User access to the Platform will be revoked. The subscribing School or Organisation will have a 30-day window following the effective date of termination to request export of their School Data. Account data will be soft-deleted and retained for a 30-day grace period, during which restoration may be requested. After the grace period, data will be permanently deleted in accordance with our data retention policies and applicable law.

Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Data Ownership, Intellectual Property, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.

14. Limitation of Liability

Australian Consumer Law: Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law), or any other applicable Australian state or territory consumer protection legislation, that cannot be excluded, restricted, or modified by agreement.

Subject to the above, and to the maximum extent permitted by applicable law, TEX's total aggregate liability arising out of or related to these Terms or your use of the Platform shall not exceed the total fees paid by the subscribing School or Organisation to TEX during the twelve (12) months immediately preceding the event giving rise to the claim.

Subject to the above, and to the maximum extent permitted by applicable law, in no event shall TEX be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or interruption of service, arising out of or related to these Terms or your use of the Platform, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise) and even if TEX has been advised of the possibility of such damages.

TEX shall not be liable for any acts, omissions, or conduct of any third party, including third-party service providers, integration partners, or other Users of the Platform.

15. Indemnification

You agree to indemnify, defend, and hold harmless TEX and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or third-party right; or (d) any Content you submit, upload, or transmit through the Platform.

Schools and Organisations further agree to indemnify TEX against any claims arising from their Users' use of the Platform, including any unauthorised access, data breaches resulting from the School or Organisation's failure to maintain adequate security practices, or violations of privacy laws attributable to the School or Organisation's actions or omissions.

TEX agrees to indemnify, defend, and hold harmless the subscribing School or Organisation from and against any third-party claims alleging that the Platform, as provided by TEX and used in accordance with these Terms, infringes any valid intellectual property right of a third party. TEX's indemnification obligation is contingent upon the School or Organisation providing prompt written notice of the claim, reasonable cooperation in the defence, and sole control of the defence and settlement to TEX.

16. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform ("Dispute"), the parties agree to first attempt to resolve the Dispute through good faith negotiation. The aggrieved party shall provide written notice to the other party describing the nature of the Dispute, and the parties shall have 30 days from the date of such notice to reach a resolution.

If the Dispute cannot be resolved through negotiation within the 30-day period, the parties agree to submit the Dispute to mediation administered by a mutually agreed-upon mediator, or failing agreement, a mediator appointed by the Resolution Institute (formerly LEADR & IAMA). The mediation shall take place in Sydney, New South Wales, Australia.

If mediation fails to resolve the Dispute within 60 days of the initial mediation session, either party may commence proceedings in the courts of New South Wales, Australia. Nothing in this section prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from those courts.

For Schools and Organisations located outside Australia, applicable local laws may impose additional rights and obligations. In such cases, these Terms shall be interpreted to the extent possible in a manner consistent with applicable local law. Where mandatory local law provisions conflict with these Terms, the mandatory local law provisions shall prevail. TEX acknowledges its obligations under the Australian Privacy Act 1988 (Cth), the General Data Protection Regulation (GDPR) where applicable, and the Family Educational Rights and Privacy Act (FERPA) for US schools, and will cooperate with Schools and Organisations to ensure compliance with applicable data protection and privacy regulations.

18. Modifications to Terms

TEX reserves the right to modify, update, or revise these Terms at any time. We will provide no less than 30 days' advance notice of any material changes by posting the updated Terms on the Platform and updating the version number and date at the top of this page. For material changes that significantly affect your rights or obligations, we will also provide notice via email to the primary contact address associated with each subscribing School or Organisation.

Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree with the modified Terms, you must discontinue your use of the Platform before the changes take effect. Schools and Organisations that do not agree with material changes may terminate their subscription in accordance with the Termination section of these Terms without penalty, provided that written notice of termination is given within 30 days of the notification of the material change.

We maintain version tracking for all changes to these Terms. Previous versions are available upon request by contacting legal@tex.inc.

19. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

Legal enquiries: legal@tex.inc
General enquiries: support@tex.inc
Mailing address: TEX Inc Pty Ltd, [Address to be provided]

For matters relating to data privacy, data protection requests, or exercising your rights under applicable data protection laws, please refer to our Privacy Policy or contact our Privacy Officer at privacy@tex.inc. We aim to respond to all enquiries within 10 business days.