Terms of Use

Provided by Pop Education Pty Ltd

0. Definitions

For the purposes of these Terms:

"Account Holder" means the individual designated by the Organisation as responsible for managing access, enrolments, billing, and administrative permissions within the Platform.

"Administrator" means any User granted elevated permissions to manage students, personas, or departmental settings.

"Base AI Usage" means the indicative pooled allocation of standard AI interaction hours described in the Pricing Schedule.

"Client", "Organisation", or "Customer" means the entity accessing the Platform under these Terms.

"Cohort" means the group of enrolled students associated with a licensed department or Organisational unit.

"Department" means a distinct Organisational unit managed separately for enrolment, reporting, billing, or administrative purposes.

"Platform" means the Sethco learning and roleplay platform provided by Pop Education Pty Ltd, including all associated features, tools, AI capabilities, and services.

"Premium Voice" means the optional paid add-on that provides enhanced AI voice functionality.

"Premium Voice Usage" means the indicative pooled allocation of Premium Voice hours described in the Pricing Schedule.

"Persona" means an AI character, profile, or roleplay identity created or configured by the Organisation for use within the Platform.

"Pricing Schedule" means the document titled Appendix A – Pricing Schedule and Usage Conditions, as updated from time to time.

"Services" means access to the Platform and any related support, onboarding, or implementation services provided by Sethco.

"Student" means an individual enrolled by the Organisation and granted access to the Platform.

"User" means any student, staff member, administrator, or other individual authorised by the Organisation to access or use the Platform.

"Usage" means the volume, frequency, and pattern of interactions with the Platform, including voice-based interactions under Premium Voice.

1. Pricing Structure and Platform Access

Please refer to the Pricing Schedule for further information.

Where the Pricing Schedule contains specific pricing, usage, or allocation rules, the Pricing Schedule prevails over these Terms to the extent of any inconsistency.

2. Voice Usage and Fair Use

Premium Voice access operates under a fair-use model designed to support normal teaching and learning activities for the selected Premium Voice Usage allocations as defined in the Pricing Schedule.

Premium Voice Usage allocations are indicative and not guaranteed per student.

Usage Allowances

Each Premium Voice allocation includes a monthly usage allowance based on typical educational use patterns. Usage allowances are not guaranteed per-student allocations and are assessed at the cohort level, not at the level of individual students.

For specific usage allocations, refer to the Pricing Schedule.

Fair Use Expectations

Fair use is determined by considering:

• the overall pattern of usage across the cohort
• alignment with the intended pedagogical use of the selected Premium Voice Usage allocation
• the frequency, duration, and nature of voice-based interactions
• whether usage reflects genuine human learning activity
• whether usage is consistent with normal educational delivery

Excessive or Abnormal Usage

Where Premium Voice usage consistently and materially exceeds the expected level for the selected Premium Voice Usage allocation, Sethco may:

• require the purchase of additional usage capacity in advance, or
• temporarily revert voice interactions to baseline voice output for the remainder of the billing period while maintaining full platform access.

Sethco will notify the account holder of sustained over-use and will work collaboratively to determine an appropriate adjustment.

Sethco may apply usage safeguards, including temporary reversion to baseline voice output, consistent with the Pricing Schedule.

Prohibited Automated or Non-Human Use

Premium Voice is intended for human educational interaction only. The following are not permitted:

• automated, scripted, or bot-driven interactions
• non-human usage patterns designed to generate large volumes of voice output
• attempts to artificially inflate usage or circumvent usage expectations

Automated or non-human usage is not included within any Premium Voice usage allowance and may result in suspension, throttling, or additional charges.

Updates to Usage Allowances

Please see clause 19 for updates to usage allowances.

3. Audit, Monitoring and Compliance

Sethco reserves the right to monitor, review, and audit use of the Sethco platform to:

• verify compliance with these Terms of Use, including fair use and Premium Voice usage allocations;
• investigate suspected misuse, automated or bot-driven activity, or attempts to circumvent usage controls;
• assess and respond to potential security incidents or data breaches;
• resolve billing, usage, or Premium Voice allocation disputes.

Audit and monitoring activities may include review of system logs, usage records, access patterns, and configuration settings associated with the Organisation's licensed group.

Such activities will be:

• limited to what is reasonably necessary for the purposes outlined above;
• conducted in accordance with applicable privacy and data protection laws; and
• focused on system usage and compliance rather than assessment of learner performance.

The Organisation agrees to reasonably cooperate with Sethco in connection with any audit or investigation undertaken under this clause.

Where an audit identifies non-compliance with these Terms, Sethco may require corrective action, adjust subscription usage charges to reflect actual use, restrict or suspend access where misuse or security risks are identified, or require the parties to negotiate revised commercial terms.

4. Personas

All subscriptions include access to multiple AI personas.

Personas:

• are managed at the Organisational level
• are available to all enrolled students within the licensed group
• are not charged per persona (unlimited)

The Organisation is responsible for ensuring that personas created or uploaded do not infringe third-party intellectual property or contain inappropriate content.

5. Pre-Setup Trial Access

14‑Day Pre‑Setup Trial

Organisations may receive a fourteen (14) day pre-setup trial period prior to any setup fees being payable.

During this period:

• access is provided to a generic, unbranded tenant for evaluation
• teachers may create and test a limited number of personas
• a video walkthrough will be provided
• no manual is provided
• no formal onboarding is included
• Premium Voice is not enabled
• no tenant provisioning, configuration, or setup services are included

Trial access is intended solely for evaluation and does not represent full platform activation.

Limitations

The pre-setup trial period does not include:

• tenant provisioning or configuration
• Azure hosting environment setup
• Premium Voice enablement
• persona enablement or testing support
• usage monitoring or safeguards
• onboarding or first-month review
• the user and persona setup manual

Sethco may withdraw or deny trial access where multiple requests originate from the same Organisation or where misuse is identified

Testimonial Incentive

Where applicable, Organisations that provide an approved testimonial, case study, or feedback statement may receive an additional trial extension at Sethco's discretion.

6. Billing, Invoicing and Responsibility

Monthly billing is to be paid in advance based on intended enrolled students.

Student access and Premium Voice usage are assessed at the end of each billing period, and any additional students or usage are included in the subsequent monthly invoice.

Invoices are issued monthly and are due on receipt. Services may be suspended for accounts 30+ days overdue.

Usage is assessed based on system‑recorded activity and is final unless a clear system error is demonstrated.

7. Support

Standard support is included and available via support@popeducation.com.au.

Additional consulting, persona development, or configuration services outside standard support may be requested by the Organisation and are billed in accordance with the Pricing Schedule.

Additional support, onboarding, or implementation services may be quoted separately.

8. Acceptable Use

The Organisation must ensure that staff and students use the Platform in a lawful, respectful, and appropriate manner.

Users must not:

• upload, generate, or engage with harmful, offensive, or inappropriate content
• attempt to compromise platform security, disrupt performance, or reverse-engineer any component
• use automated tools, scripts, bots, or non‑human interaction patterns to access, interact with, or generate content within the Platform
• use the Platform for unlawful, defamatory, or unauthorised purposes

Sethco may restrict or suspend access where misuse or system interference is identified.

The Organisation is responsible for supervising student use and ensuring compliance with relevant policies and educational standards.

9. Use for Learning and Practice – Not Sole Summative Assessment

Sethco is designed and provided as a learning, practice, and skills-development tool. Sethco does not endorse or recommend the use of the platform as the sole or primary means of summative assessment, competency determination, or high-stakes decision-making.

Where Sethco is used in assessment contexts, the Organisation remains responsible for ensuring that assessment design, evidence collection, validation, moderation, and final competency decisions comply with applicable regulatory, accreditation, and quality assurance requirements, including those applicable to Vocational Education and Training (VET).

Sethco does not replace the role of qualified trainers and assessors, nor does it independently determine learner competence.

10. Privacy, Data, Security and Hosting

Data Collection and Use

Sethco collects and processes personal information solely for the purpose of providing access to the Sethco platform and supporting learning, teaching, and platform improvement activities.

Personal information may include:

• student and staff names or identifiers
• Organisational enrolment data
• interaction data generated through use of the platform
• limited voice interaction data where Premium Voice is enabled

Sethco does not sell personal data or use it for unrelated commercial purposes.

Student Data Handling (Including Minors)

Sethco is designed for use within regulated education and training environments, including Vocational Education and Training (VET).

Where students are under 18 years of age:

• access to the platform is managed by the Organisation
• Organisations remain responsible for obtaining appropriate consent
• Sethco processes student data strictly under the Organisation's authority

Sethco does not knowingly collect personal information directly from minors outside of an authorised Organisational context.

Data Retention

Personal data is retained only for as long as reasonably necessary to:

• provide the service
• meet contractual obligations
• comply with legal and regulatory requirements

Data retention periods may vary depending on:

• the nature of the data
• Organisational requirements
• applicable legal obligations

Data is securely deleted or anonymised when it is no longer required.

Data Storage and Security

The Sethco platform is hosted on Microsoft Azure, with all data stored in Australia.

Sethco implements appropriate technical and Organisational measures to protect personal information from:

• unauthorised access
• loss or misuse
• unauthorised disclosure or alteration

Privacy Law Compliance

The Organisation acknowledges that Sethco processes personal information as a service provider on behalf of the Organisation, and that Sethco's handling of personal information is governed by this Privacy, Data, Security and Hosting section, which forms part of these Terms.

Each party agrees to comply with its obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Rights to Access, Correction, Portability and Deletion

Individuals may request:

• access to their personal data
• correction of inaccurate information
• deletion of personal data, subject to legal and contractual obligations
• portability of their data, where technically feasible

Requests should be made via the account holder or by contacting Sethco directly. Requests will be assessed and actioned within a reasonable timeframe.

Data Breach Notification

In the event of a data breach that is likely to result in serious harm:

• Sethco will take immediate steps to contain and assess the breach
• affected Organisations will be notified as soon as practicable
• notifications will be made in accordance with applicable legal obligations, including the Notifiable Data Breaches (NDB) scheme

Responsibility of Organisations

Organisations are responsible for:

• ensuring lawful collection and use of student data
• managing user access and permissions
• responding to student privacy enquiries where appropriate

Sethco supports Organisations in meeting their privacy obligations but does not replace Organisational governance responsibilities.

In the event of any inconsistency between this section and any other provision of these Terms, this section prevails to the extent of the inconsistency in relation to privacy and personal information.

11. Service Availability

General Availability

Sethco aims to maintain high availability and will notify Organisations of scheduled maintenance or significant interruptions.

A formal Service Level Agreement (SLA) can be provided upon request.

Sethco does not guarantee uninterrupted access.

Changes to the Platform

Sethco may modify, enhance, update, or discontinue features of the Platform from time to time to reflect technical, operational, or educational requirements. Where changes materially affect the Organisation's use of the Platform, Sethco will provide reasonable notice. Continued use of the Platform following any such change constitutes acceptance of the updated Platform features.

12. Intellectual Property

Organisation Content and Prompts

All prompts, scenarios, content, data, and materials uploaded or configured by the Organisation within the Sethco platform remain the intellectual property of the Organisation (or its licensors).

Nothing in these Terms transfers ownership of Organisation content to Sethco.

AI-Generated Outputs

AI-generated outputs produced through the Sethco platform are generated dynamically in response to Organisation-provided prompts and user interaction.

The Organisation is granted a non-exclusive, perpetual, royalty-free licence to use, reproduce, modify, and distribute AI-generated outputs for internal teaching, learning, and training purposes.

Sethco retains all intellectual property rights in:

• the underlying platform
• AI models and system architecture
• persona frameworks and interaction logic
• platform-level configurations and improvements

Nothing in these Terms grants the Organisation ownership of Sethco's underlying technology.

Anonymised Interaction Data

Sethco may collect and use aggregated and anonymised interaction data, including conversation patterns and usage metrics, for the purposes of:

• platform improvement and optimisation
• model performance and safety enhancement
• analytics and service development

Such data:

• will not identify individual students or staff
• will not be used to re-identify users
• will not be sold or disclosed as personal data

Restrictions

The Organisation must not:

• reverse engineer or attempt to extract underlying AI models
• claim ownership of Sethco platform technology
• use AI outputs to train competing systems

13. Confidentiality and Privacy

Each party agrees to comply with its obligations under the Privacy Act 1988 (Cth), including the Australian Privacy Principles (APPs), in relation to any personal information processed under these Terms.

In addition to personal information protected under the Privacy Act, each party ("Receiving Party") must keep confidential all non-public, proprietary, or confidential information disclosed by the other party ("Disclosing Party") in connection with these Terms or use of the Sethco platform, including but not limited to:

• platform features, pricing, technical information, and system behaviour;
• AI personas, configurations, prompts, and interaction logic;
• Organisational data, usage data, and audit information;
• business, commercial, or operational information.

Confidential Information does not include information that:

• is or becomes publicly available other than through a breach of these Terms;
• was lawfully known by the Receiving Party prior to disclosure;
• is independently developed without reference to the Confidential Information; or
• is required to be disclosed by law, regulation, court order, or under a lawful government request (including FOI obligations), provided reasonable notice is given where permitted.

Each party must:

• use Confidential Information solely for purposes related to these Terms;
• take reasonable steps to protect Confidential Information from unauthorised access, use, or disclosure;
• restrict access to Confidential Information to personnel who require it for permitted purposes.

Nothing in this clause limits or replaces obligations under the Privacy Act 1988 (Cth) or the Australian Privacy Principles.

This clause survives termination or expiry of these Terms.

14. AI Output, Educational Use and Risk Disclaimer

AI Output and Risk Acknowledgement

The Organisation acknowledges and agrees that:

• AI-generated content may be inaccurate, incomplete, misleading, inappropriate, or unsuitable for certain contexts, including high-risk or regulated training environments.
• AI outputs generated through Sethco are provided for learning, practice, and simulation purposes only and must not be relied upon as professional, clinical, legal, safety, or factual advice.
• Human oversight and staff supervision are required when students interact with AI roleplay features, particularly in training scenarios involving health, safety, child protection, safeguarding, corrections, or other sensitive subject matter.

Duty of Care and Organisational Responsibility

The Organisation retains full responsibility for:

• the selection, configuration, and deployment of AI roleplay scenarios;
• ensuring AI-enabled activities are appropriate for the learner cohort, learning context, and regulatory environment;
• monitoring student interactions and intervening where AI outputs may be harmful, misleading, or inappropriate.

Sethco does not assume a duty of care to learners arising from the content generated by AI personas and is not responsible for decisions, actions, or outcomes based on AI-generated content.

Harmful, Discriminatory, or Inappropriate Content

While safeguards are in place, the Organisation acknowledges that AI systems may occasionally generate content that is biased, discriminatory, offensive, or otherwise inappropriate.

The Organisation is responsible for:

• implementing appropriate supervision and moderation practices;
• responding to and managing any inappropriate content generated during roleplay activities;
• ensuring compliance with applicable anti-discrimination, child safety, and safeguarding obligations.

Sethco is not liable for AI-generated content that is discriminatory, offensive, or inappropriate where such content arises from user interaction, scenario design, or contextual use of the platform.

Variability and Non-Reproducibility of AI Outputs

The Organisation acknowledges that:

• AI outputs may vary between sessions and are not guaranteed to be reproducible;
• responses may differ in tone, structure, accuracy, or behaviour based on user input, system context, or model updates.

Sethco does not guarantee that AI responses will be consistent, predictable, or suitable for any specific educational, professional, or operational purpose.

15. Limitation of Liability

To the maximum extent permitted by law:

a) Except as expressly stated in these Terms, Sethco excludes all warranties, representations, and conditions, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

b) Sethco is not liable for any indirect, consequential, incidental, special, or economic loss, including loss of data, revenue, profits, business opportunity, goodwill, or reputation, arising out of or in connection with the use of the Sethco platform.

c) Sethco is not liable for loss, damage, or harm arising from:

• reliance on AI-generated outputs;
• decisions, actions, or omissions taken based on AI roleplay interactions; or
• use of the platform in high-risk, regulated, or sensitive training environments without appropriate human oversight.

d) Sethco's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Organisation to Sethco in the twelve (12) months preceding the event giving rise to the claim.

e) Nothing in this clause limits or excludes:

• liability that cannot be excluded under Australian law; or
• either party's indemnification obligations under Section 14 (Indemnification)

16. Indemnification

Indemnification by the Organisation

The Organisation indemnifies, defends, and holds harmless Sethco, its officers, employees, and contractors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• the Organisation's use of the Sethco platform in breach of these Terms;
• content, prompts, scenarios, or materials provided or configured by the Organisation;
• misuse of the platform by students, staff, or administrators;
• reliance on AI-generated outputs in circumstances where human oversight or professional judgement was required.

Indemnification by Sethco (IP Infringement)

Sethco indemnifies and holds harmless the Organisation against any third-party claim alleging that the Sethco platform, in its unmodified form, infringes the intellectual property rights of a third party, provided that:

• the Organisation promptly notifies Sethco of the claim;
• Sethco has sole control of the defence and settlement of the claim; and
• the Organisation provides reasonable cooperation as required.

This indemnity does not apply to claims arising from:

• prompts, content, or configurations supplied by the Organisation;
• AI-generated outputs influenced by Organisation-provided inputs;
• use of the platform outside its intended purpose or documentation;
• combinations with third-party systems not approved by Sethco.

Mitigation

If an IP infringement claim occurs, Sethco may, at its discretion:

• modify the platform to avoid infringement;
• procure the right for continued use; or
• terminate the affected service and provide a pro-rata refund for the unused portion of the subscription.

Limitation

Except as expressly stated in this clause, neither party provides indemnification for indirect, consequential, or economic loss.

17. Termination

Either party may terminate with 30 days' written notice.

Upon termination:

• access to the Platform will cease at the end of the current billing cycle
• outstanding fees remain payable
• Sethco will retain or delete data in accordance with its Privacy Policy

Sethco may suspend or terminate access immediately for material breach or unlawful use.

18. Terms of Use & Usage Allowance Adjustment Clause

Changes to Usage Allowances and Terms

Sethco may modify, update, or replace usage allowances, feature availability, or these Terms of Use from time to time to reflect technical, operational, or educational requirements. Material changes will be communicated to the account holder with reasonable notice. Continued use of the Platform after the effective date of any updated Terms constitutes acceptance of those changes.

Where changes relate to pricing, usage allocations, or overage rates, Sethco will update the Pricing Schedule and provide reasonable notice.

Clarification of Usage Allowances

Premium Voice usage allowances are indicative and based on typical educational use patterns. They do not represent a guaranteed allocation of voice minutes per student. Usage is assessed at the cohort level and not enforced on an individual student basis.

19. Subscription Term, Renewal and Cancellation

Subscription Term and Auto-Renewal

Subscriptions to the Sethco platform are provided on a monthly subscription basis.

Unless cancelled in accordance with these Terms, subscriptions automatically renew at the end of each billing period for a further monthly term.

Cancellation and Notice Period

The Organisation may cancel its subscription by providing written notice to Sethco via the nominated support channel.

To avoid charges for the subsequent billing period, cancellation notice must be received at least seven (7) days prior to the end of the current billing period.

Cancellations received after this notice period will take effect at the end of the following billing cycle.

Effect of Cancellation

Upon cancellation:

• access to the Sethco platform will continue until the end of the paid billing period;
• no further subscription fees will be charged after the effective cancellation date;
• the Organisation remains responsible for all charges incurred prior to cancellation, including any additional students or usage accrued during the billing period.

Refunds and Pro-Rata Adjustments

Subscription fees are non-refundable, including where the Organisation:

• removes students part-way through a billing period; or
• ceases use of the platform prior to the end of a billing period.

No pro-rata refunds or credits are provided for unused subscription time, except where required by applicable law or expressly agreed in writing by Sethco.

20. General

A full Services Agreement or Master Subscription Agreement can be supplied where required. If there is any inconsistency between documents, the Master Subscription Agreement prevails.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior or contemporaneous agreements, representations, negotiations, or understandings, whether written or oral.

No amendment to these Terms is effective unless agreed in writing by both parties.

Assignment

The Organisation must not assign, novate, or otherwise transfer its rights or obligations under these Terms without Sethco's prior written consent, which must not be unreasonably withheld.

Sethco may assign or transfer these Terms as part of a corporate restructure, merger, acquisition, or sale of assets.

Survival

Any provisions of these Terms which by their nature are intended to survive termination will continue in effect, including but not limited to provisions relating to intellectual property, confidentiality, privacy, limitation of liability, indemnification, audit rights, and dispute resolution.

Force Majeure

Neither party is liable for failure or delay in performance of its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, labour disputes, power or network outages, or failures of third-party infrastructure ("Force Majeure Event").

The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to resume performance.

Dispute Resolution

If a dispute arises in connection with these Terms, the parties must first attempt to resolve the dispute through good-faith negotiations.

If the dispute is not resolved within fourteen (14) days, either party may refer the dispute to mediation administered by the Australian Disputes Centre (or a similar body) in Victoria.

If the dispute is not resolved within thirty (30) days of mediation, either party may commence legal proceedings.

Governing Law and Jurisdiction

These Terms are governed by the laws of Victoria, Australia. Subject to the dispute resolution clause above, the parties submit to the exclusive jurisdiction of the courts of Victoria.

No Waiver

Any failure or delay by either party in exercising any right, power, or remedy under these Terms does not operate as a waiver of that right, power, or remedy, nor does it prevent its exercise at any later time. A waiver is only effective if given in writing.

Precedence Clause

In the event of any inconsistency between these Terms and the Pricing Schedule, the Pricing Schedule prevails to the extent of any inconsistency relating to pricing, usage allocations, billing, or subscription conditions.

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