Terms governing your access to and use of the Orca activity planning platform and website.
These Terms of Use (“Terms”) govern your access to and use of the Orca activity planning platform (“Platform”) and website at [URL] (“Website”), operated by [Company Name] Pty Ltd (ABN [XX XXX XXX XXX]) (“we”, “us”, “our”, “Orca”).
Please read these Terms carefully before using the Platform or Website. By signing an Order Form, paying an invoice, or accessing or using the Platform, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform or Website.
These Terms apply to all users, including school administrators, staff, and any other authorised personnel accessing the Platform on behalf of a school or organisation (“you”). The commercial terms of your licence — including the annual fee, licence scope and licence period — are set out in the Order Form issued to your organisation. These Terms and the Order Form together form the agreement between us (“Agreement”).
1.1 To access the Platform, you must register for an account and provide accurate, current and complete information as requested. You must keep your account information up to date.
1.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must not share your credentials with any other person or allow anyone else to access the Platform using your account.
1.3 We strongly recommend that schools configure Single Sign-On (SSO) through their existing identity provider. Where SSO is not used, you are responsible for ensuring passwords are kept secure and comply with your organisation’s security policies.
1.4 We reserve the right to suspend or disable your account at any time if we reasonably believe your credentials have been compromised, or if you have breached these Terms.
1.5 You must notify us immediately at hello@orca.school if you become aware of any unauthorised access to your account or any other security breach.
3.1 You must not use the Platform or Website:
3.2 Any breach of this clause may result in immediate termination of your access to the Platform and may be reported to relevant law enforcement authorities.
4.1 You retain ownership of all data and content that you and your organisation upload or input into the Platform (“Your Data”), including student and staff records.
4.2 You grant us a limited licence to store, process and use Your Data solely for the purpose of providing the Platform to you. We will not use Your Data for any other purpose.
4.3 You are responsible for ensuring that Your Data is accurate, lawfully obtained, and that you have all necessary rights and consents to provide it to us for processing in connection with the Platform.
4.4 You acknowledge that you are the data controller in respect of any personal information of staff and students held within the Platform, and that we act as a data processor on your behalf. Our data handling practices are described in our Privacy Policy.
4.5 We will not sell, share, disclose or monetise Your Data or any student data for any commercial purpose.
5.1 All intellectual property rights in the Platform, Website and their content — including software, design, text, graphics, logos and functionality — are owned by or licensed to us. Nothing in these Terms transfers any intellectual property rights to you.
5.2 You may not copy, reproduce, modify, distribute, sell or create derivative works of any part of the Platform or Website without our prior written consent.
5.3 You retain all intellectual property rights in Your Data. We make no claim of ownership over any content you upload to the Platform.
6.1 We will use reasonable endeavours to make the Platform available at all times, but we do not guarantee uninterrupted or error-free access. The Platform may be temporarily unavailable due to maintenance, updates or circumstances outside our control.
6.2 We reserve the right to modify, update, suspend or discontinue any part of the Platform at any time, with or without notice. Where we make material changes that affect your use of the Platform, we will endeavour to provide advance notice.
6.3 We are not liable for any loss or inconvenience caused by planned or unplanned unavailability of the Platform.
7.1 Support for the Platform is available via hello@orca.school during business hours (Monday to Friday, 9am to 5pm AEST, excluding public holidays). We will use reasonable endeavours to respond to support requests within 2 business days.
7.2 Support covers technical issues with the Platform. It does not include training, data entry, custom development or issues arising from your own infrastructure or third-party systems.
7.3 We reserve the right to update our support arrangements from time to time on reasonable notice.
8.1 Access to the Platform is subject to payment of the annual licence fee set out in the Order Form. The licence fee covers the licence period specified in the Order Form, commencing on the start date stated therein.
8.2 We will invoice the annual licence fee in advance of each licence period. Payment is due within 30 days of the invoice date unless otherwise stated in the Order Form.
8.3 The licence will automatically renew for successive annual periods at the then-current fee unless either party gives written notice of non-renewal at least 30 days before the end of the current licence period.
8.4 We reserve the right to increase the licence fee at renewal. We will provide at least 60 days’ written notice of any fee increase before it takes effect. Continued use of the Platform following the renewal date constitutes acceptance of the revised fee.
8.5 If payment is not received by the due date, we may suspend access to the Platform following 14 days’ written notice. Access will be reinstated promptly once payment is received in full.
8.6 All fees are in Australian dollars and are exclusive of GST unless otherwise stated. Where GST applies, it will be added to the invoice at the applicable rate.
9.1 Your licence to access the Platform runs for the licence period set out in the Order Form and renews in accordance with clause 8.3, unless terminated earlier under this clause.
9.2 We may suspend or terminate your access to the Platform immediately on written notice if:
9.3 You may terminate your licence at the end of any licence period by providing written notice of non-renewal in accordance with clause 8.3. Early termination within a licence period does not entitle you to a refund of any prepaid fees.
9.4 On termination or expiry, you may request an export of your data within 30 days of the termination date. We will retain and then delete your data in accordance with our Privacy Policy and Data Processing Agreement.
9.5 Clauses that by their nature should survive termination — including intellectual property, data handling, liability and governing law — will continue to apply after termination.
10.1 To the maximum extent permitted by law, we exclude all implied conditions, warranties and representations in relation to the Platform and Website.
10.2 To the maximum extent permitted by applicable law, including the Australian Consumer Law, our total liability to you in connection with the Platform or these Terms — whether in contract, tort (including negligence), statute or otherwise — is limited to the total fees paid by you to us in the three (3) months preceding the event giving rise to the claim.
10.3 To the maximum extent permitted by law, we are not liable for any:
whether or not we were advised of the possibility of such loss.
10.4 Nothing in these Terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
10.5 Nothing in these Terms is intended to exclude, restrict or modify rights under the Australian Consumer Law that cannot be excluded, restricted or modified by agreement.
11.1 We will not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, civil unrest, government action, power failures, internet outages, or failure of third-party infrastructure or services.
12.1 Each party agrees to comply with its respective obligations under the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) at all times.
12.2 Further details of how we collect, use, store and protect personal information are set out in our Privacy Policy.
12.3 All data is stored and processed in Australia. We do not transfer personal data outside Australia without appropriate safeguards in place.
13.1 You are responsible for ensuring that your organisation’s access to the Platform is secure, including keeping login credentials confidential and maintaining up-to-date security measures on devices used to access the Platform.
13.2 You must not attempt to breach or circumvent any security feature of the Platform. Any such attempt constitutes a serious breach of these Terms and may constitute a criminal offence.
13.3 We will notify you as soon as reasonably practicable in the event we become aware of a security incident that is likely to affect Your Data, in accordance with our obligations under the Notifiable Data Breaches scheme.
14.1 The Website may contain links to third-party websites. Those links are provided for convenience only. We have no control over the content or privacy practices of those websites and are not responsible for them. We encourage you to review the privacy policies of any third-party websites you visit.
15.1 We may update these Terms from time to time. Where we make material changes, we will notify you by email or by posting a notice on the Platform before the changes take effect.
15.2 Your continued use of the Platform following notification of changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Platform.
16.1 Governing Law and Jurisdiction. These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and any courts of appeal from them.
16.2 Entire Agreement. These Terms, together with the Order Form and our Privacy Policy, constitute the entire agreement between us in relation to the Platform and supersede all prior negotiations, representations and agreements.
16.3 Severance. If any provision of these Terms is found to be unlawful, void or unenforceable, that provision will be severed. The remaining provisions will continue in full force and effect.
16.4 Waiver. A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
16.5 Assignment. You may not assign, transfer or novate your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without your consent in connection with a business sale, merger or restructure.
16.6 No Third-Party Rights. These Terms are between you and us only. They do not create rights in favour of any third party.
16.7 Contact. For any questions about these Terms, please contact us at hello@orca.school.
See how Orca transforms activity management at your school. Book a personalised demo and we’ll walk you through exactly how Orca fits your workflows.