School Training Service Agreement

Parties.

AI New Zealand Limited, company number 6343431, NZBN 9429046253156, a company incorporated in New Zealand with its address at 16a Gazelle Ave, Beach Haven, Auckland 0626 (AI New Zealand)

[the school's board, or its proprietor or sponsor], Ministry of Education school number [school number], of [the school's address] (School)

each a party and together the parties.

Background.

A. AI New Zealand delivers self-paced professional courses through its Certify platform. AI New Zealand issues a certificate of completion to each learner who passes the final assessment.

B. AI New Zealand offers its AI at Work Foundations course to New Zealand schools at no charge, for their staff and students.

C. The School wishes to make the Course available to its Staff and Students under the School's name and branding. AI New Zealand assessors decide Staff final assessments. Members of the School's Staff whom the School nominates, and who have completed the Course themselves, decide Student final assessments.

1. Definitions

1.1 In this agreement:

• "Agreement Date" has the meaning given in clause 18.4.
• "Assessment Materials" means the final assessment scenarios, marking criteria, level descriptions, pass rules, AI-prepared notes and any other unpublished assessment material for the Course that AI New Zealand makes available to Nominated Assessors.
• "Business Day" means a day other than a Saturday, Sunday or public holiday observed throughout New Zealand.
• "Course" means AI at Work Foundations, in the version current when a Learner starts it, and any other course AI New Zealand makes available to the School under this agreement by written notice.
• "Group Programme" means the Course led by a member of Staff as a facilitated group under clause 8.
• "Learner" means a member of Staff or a Student who takes the Course.
• "Learner Terms" means AI New Zealand's terms of sale and use published at https://certify.newzealand.ai/terms, as updated from time to time under clause 17.2.
• "Nominated Assessor" means a member of Staff nominated under clause 4.3.
• "Parent" means a Student's parent, caregiver or legal guardian.
• "Platform" means certify.newzealand.ai and its related services.
• "Privacy Statement" means AI New Zealand's privacy statement published at https://certify.newzealand.ai/privacy, as updated from time to time under clause 17.2.
• "Safeguarding Contact" means the person the School names under clause 6.2.
• "School Administrator" means a person the School authorises to administer its account on the Platform.
• "School Email Domain" means an email domain approved for the School under clause 3.4.
• "School Guidelines" means any AI policy or guidelines the School supplies under clause 7.
• "Staff" means the School's employees and contractors, including its teachers.
• "Student" means a person enrolled at the School.
• "Student Terms" means AI New Zealand's terms for Students published at https://certify.newzealand.ai/student-terms, as updated from time to time under clause 17.2.

1.2 Headings are for convenience only. "Including" and similar words are not words of limitation. A reference to writing includes email. A reference to a statute includes any amendment to or replacement of it.

2. This agreement and other documents

2.1 This agreement governs the School's use of the Platform and the Course, which AI New Zealand provides at no charge.

2.2 Before starting the Course, each member of Staff accepts the Learner Terms and each Student accepts the Student Terms, and each Learner receives the Privacy Statement. Nothing in this agreement reduces a Learner's rights under them or under the law.

3. The Course at no charge

3.1 Each Learner may:

• (a) take the Course, including its practical exercises with AI-generated feedback, labelled as such;
• (b) sit the final assessment, decided under clause 4;
• (c) take up to two re-sits where an assessor requests them, each started within 30 days of the date the Learner is told a re-sit is required; and
• (d) receive a certificate of completion on passing.

3.2 AI New Zealand charges no fee to the School or to any Learner for anything in clause 3.1, for a Group Programme or for the School's account. AI New Zealand will not invoice the School. It will offer the School or its Learners anything that carries a charge only under a separate written agreement.

3.3 AI New Zealand may, at its discretion, discontinue the service under this agreement for the School or for any or all schools. It will typically give the School at least 30 days' written notice, and in exceptional circumstances may discontinue the service at any time. Learners already enrolled may finish under clause 15.4 where AI New Zealand can still provide the Course.

3.4 The School names the email domains its Staff and Students use. AI New Zealand approves a domain once it is satisfied that the School controls it. The School confirms that each School Email Domain is issued only to its Staff and Students, and will tell AI New Zealand promptly if that changes. AI New Zealand may refuse or remove a domain that is shared with another organisation or offered to the public.

3.5 People reach the Course by signing in with an address on a School Email Domain, or by an invitation from a School Administrator. A School Administrator identifies the School's Staff by entering or uploading their email addresses on the Platform and inviting them. Anyone else who signs in through a School Email Domain takes the Course as a Student. The School is responsible for the people its School Administrators invite, and for anyone who reaches the Course through a School Email Domain.

3.6 The Course is written for people in work and is best suited to senior Students, aged about 16 and 17. The School decides which Students take the Course, having regard to their age and maturity. The Platform does not verify age.

3.7 By giving a Student access to the Course, the School gives consent for that Student to take it. Any other consent the School's own policies or the law require, including from a Parent, is for the School to obtain. The School will tell its Students about the Course, the information in clause 5 and how AI is used in the Course.

4. Final assessment

4.1 An AI New Zealand assessor decides a member of Staff's final assessment against the rubric published for the Course at https://certify.newzealand.ai/courses, as for any other learner.

4.2 A Nominated Assessor decides a Student's final assessment to the same published standard. AI New Zealand does not decide Students' final assessments, except under clauses 4.8 and 4.9.

4.3 A School Administrator may nominate on the Platform any member of Staff who holds a current certificate for the Course. AI New Zealand may decline a nomination. It may also suspend or end a nomination if it reasonably considers that the Nominated Assessor has not met clause 4.4.

4.4 Each Nominated Assessor must:

• (a) decide each final assessment personally, using the Assessment Materials and the assessment steps on the Platform;
• (b) record their own view before seeing any AI-prepared notes;
• (c) not decide their own work, or the work of a Student who is a family member or with whom they have any other conflict of interest, and pass that work to another Nominated Assessor;
• (d) keep the Assessment Materials confidential, not share them with any Student or anyone else, and not put them into any AI tool or other system outside the Platform; and
• (e) use what they see of a Student's work only to decide the assessment.

4.5 The School is responsible for its Nominated Assessors meeting clause 4.4. It will give them reasonable time to decide assessments, aiming for 10 Business Days from submission outside school holidays.

4.6 AI New Zealand's tooling may prepare notes for any assessor. An assessor sees those notes only after recording their own view, and never as a score or verdict. A person makes every decision. No result is released by software.

4.7 When a Nominated Assessor decides that a Student has passed, AI New Zealand issues the same certificate it issues to every learner who passes the Course. The certificate and the verification page note that an assessor at the School passed the Student's final assessment.

4.8 AI New Zealand may review any decision a Nominated Assessor makes, at random or where it has a concern. If it reasonably concludes that a pass did not meet the published standard, it may ask another Nominated Assessor to decide the assessment afresh, or deal with the certificate under clause 11.2.

4.9 A Learner who receives a revision or re-sit result may query it once for that attempt. A different assessor then reviews the work afresh. For a Student, that is another Nominated Assessor, or AI New Zealand where the School has no other Nominated Assessor.

4.10 A re-sit opens 7 days after the Learner is told a re-sit is required, must be started within 30 days of that date, and uses a fresh scenario. If the Learner queries the result under clause 4.9, the 30 days run from the date the Learner is told the outcome of that query.

4.11 AI New Zealand aims to decide each Staff final assessment within five Business Days of submission.

4.12 Except through clauses 4.8 and 4.9, the School will not ask anyone to change a Learner's result, and AI New Zealand will not change a result at the School's request.

4.13 Nominated Assessors act for the School. They are not AI New Zealand's employees, contractors or agents, and AI New Zealand does not pay them.

5. Privacy and what the School sees

5.1 Each party must comply with the Privacy Act 2020. AI New Zealand collects personal information from Learners directly, as its own agency, to deliver the Course, assess work and issue certificates, as the Privacy Statement describes.

5.2 From a Student, AI New Zealand collects only their name, school email address and their work on the Course. It does not ask a Student for their date of birth, home address, phone number or National Student Number.

5.3 School Administrators can see the following for each Learner:

• name and school email;
• whether they are Staff or a Student;
• the Course and registration date;
• progress by section;
• completion date, outcome and certificate date.

The outcome is shown as Passed, Revision requested, Re-sit requested, Awaiting result or Not yet submitted. An outcome, and the certificate date, appear only once two Business Days have passed since the Learner was told the outcome. Until then the outcome shows as Awaiting result.

5.4 The School cannot see a Learner's answers, practical exercise work, private notes, feedback or assessor comments, and AI New Zealand will not give them to the School. There are three exceptions: what a Nominated Assessor sees to decide an assessment, where the Learner asks AI New Zealand in writing to share them, and where the law requires it. The School will not require a Learner to disclose them.

5.5 AI New Zealand keeps assessment transcripts for 24 months after the attempt is decided. It keeps certificate records and agreement records for 7 years. Other periods are set out in the Privacy Statement. A Learner's account and certificate remain theirs after they leave the School, and a Learner may ask AI New Zealand to change the email address they sign in with.

5.6 Learner information is stored in Sydney, Australia. AI New Zealand uses the service providers named in the Privacy Statement. Some of them process information in the United States, including Anthropic, which prepares AI-generated feedback, assessor notes and the extraction in clause 7. AI New Zealand does not send a Learner's name or email address to Anthropic. AI New Zealand does not use Learner material or School Guidelines to train any AI model, and uses providers whose terms do not permit them to.

5.7 AI New Zealand will not send marketing to Students. It will use Students' information only to deliver the Course, decide assessments, issue and verify certificates, act under clause 6 and meet its legal obligations.

5.8 Where the School gives AI New Zealand the name and email address of a Learner for an invitation, the School confirms that it is entitled to do so and that it has told, or will tell, that Learner. AI New Zealand will include in each invitation the information that IPP 3A of the Privacy Act 2020 requires.

5.9 The School will use the information in clause 5.3 only to support its Staff's and Students' learning. It will not make a decision on the basis of a Course outcome alone, without a person considering the Learner's circumstances, if that decision materially affects:

• a Student's enrolment, discipline or other results; or
• a member of Staff's employment.

5.10 Each party will tell the other of any privacy breach affecting Learner information exchanged under this agreement. It will do so without undue delay, and in any event within 72 hours of becoming aware of the breach, and will cooperate in responding to it. AI New Zealand notifies the Privacy Commissioner and affected Learners where the Privacy Act 2020 requires.

6. Student wellbeing and safety

6.1 AI New Zealand's tooling flags answers that may disclose a risk of harm to a Learner or another person. A person at AI New Zealand reviews each flag promptly.

6.2 The School names a Safeguarding Contact, such as its principal, a deputy principal or a guidance counsellor, and keeps that person's name and contact details current on the Platform.

6.3 A flag may concern a Student. If AI New Zealand then reasonably believes there is a risk to the safety or wellbeing of the Student or another person, it will tell the Safeguarding Contact promptly. It will give them the information reasonably needed to respond. If AI New Zealand believes there is a serious and imminent threat, it may also contact emergency services.

6.4 The School remains responsible for the pastoral care of its Students. AI New Zealand does not provide counselling.

6.5 The Course tells Learners when feedback is generated by AI. No AI system in the Course is presented to a Learner as a person.

7. The School's AI guidelines

7.1 The School may supply School Guidelines, such as its AI policy for students. AI New Zealand will use an AI-assisted step, which has no marking authority, to extract them into an assessment criterion. A School Administrator confirms that the criterion reflects the School's policy, and AI New Zealand approves it, before it applies to any Learner.

7.2 The criterion applies only to the final assessment. It is reported to the assessor alongside the core rubric, which is the same for every learner. It does not by itself pass or fail a Learner. It is not given to any AI tool when a Learner's work is assessed.

7.3 Where the criterion applied, the certificate and the verification page may state that the Learner was also assessed against the School's AI guidelines, naming the version.

7.4 School Guidelines remain the School's property and confidential information. AI New Zealand uses them only for this clause 7. Learners can read the approved guidelines in the Course.

7.5 If the School supplies no guidelines, or no criterion is approved, Learners are assessed against the core rubric only.

7.6 The School is responsible for the content of the School Guidelines. It confirms that using them as an assessment criterion is consistent with its obligations to its Staff and Students, including under the Education and Training Act 2020, the Employment Relations Act 2000 and the Human Rights Act 1993. AI New Zealand may decline to approve a criterion that it reasonably considers unclear, unlawful, discriminatory or not suitable for assessment.

8. Group Programmes

8.1 A member of Staff who holds a current certificate for the Course may lead a Group Programme for Staff or Students at no charge. They use the facilitator tools on the Platform, within the group sizes and steps the Platform sets.

8.2 The School is responsible for the conduct and supervision of Group Programme sessions under its usual policies.

8.3 A Group Programme does not lead to a certificate and does not count towards the Course. A group member who wants the certificate takes the Course themselves.

8.4 Group members open the group page from an emailed link and enter their name and email address as the facilitator entered them. The facilitator and the School see who took part and who answered, not what members answered.

9. Intellectual property, branding and the School's page

9.1 The Course, its content, scenarios and rubrics, the Assessment Materials, the certificates, the Platform and all related materials belong to AI New Zealand or its licensors. Nothing in this agreement transfers them. The School and Learners may use them only to take the Course, assess it under clause 4 and run Group Programmes. AI New Zealand confirms that it has the right to make the Course available to the School and its Learners under this agreement.

9.2 The School must not, and must not let anyone else:

• (a) copy, record, republish or sell Course content, or make it available to anyone other than Learners;
• (b) use Course content to deliver training to others, except through a Group Programme;
• (c) create, or help anyone create, a course, programme, assessment, certificate or platform that copies or replicates the Course, the Assessment Materials or the Platform, or is derived from them, including by putting any of them into an AI tool; or
• (d) copy, reverse engineer or replicate the Platform, its design or how it works, including its assessment and certification process.

Nothing in this clause stops the School teaching about AI using its own materials.

9.3 The School grants AI New Zealand a non-exclusive, royalty-free licence to use the School's name ([your school]), logo and colours on the School's Course pages, emails and certificates. The licence covers the term of this agreement, and certificates issued before it ends. The School confirms that it has the right to grant this licence.

9.4 The School is responsible for any welcome message or other content it adds to its page on the Platform. AI New Zealand may remove content that it reasonably considers unlawful, unsafe or misleading.

9.5 Certificates are issued by AI New Zealand and say so. The School will not issue or present a certificate for the Course as its own.

9.6 Learners own their answers. AI New Zealand does not claim ownership of them, and the School acquires no rights in them under this agreement. To the extent the School holds rights in a Staff member's answers, the School grants AI New Zealand the same licence a Learner gives under the Learner Terms.

9.7 AI New Zealand will not publish a case study of the School's use of the Course, and will never name a Student or show a Student's work publicly. It may name the School as a participant only with the School's prior written consent, which may be given by email.

10. Learner conduct

10.1 Learners must follow the conduct rules in the Learner Terms or the Student Terms. These include doing their own work, using AI tools only as the Course allows, and not impersonating anyone.

10.2 The School will not ask or allow anyone to complete the Course or an assessment for a Learner. It will tell AI New Zealand promptly if it becomes aware of a breach of the Learner Terms or Student Terms.

10.3 AI New Zealand may suspend a Learner's access for a serious breach of those terms, and will tell a School Administrator that access has been suspended.

11. Certification and revocation

11.1 A certificate is a certificate of completion issued by AI New Zealand. It is not an accredited qualification, is not part of the National Certificate of Educational Achievement (NCEA) and carries no NCEA credits. A certificate is valid for 18 months from issue and is then shown as expired. Each certificate carries a credential code and can be verified on the Platform for 7 years from issue by entering both the holder's name and the code.

11.2 AI New Zealand may decline to issue a certificate, or may revoke one, where it reasonably concludes that:

• the assessed work was not the Learner's own;
• the Learner seriously breached the Learner Terms or Student Terms; or
• the certificate was issued in error, including a pass that did not meet the published standard.

The Learner is told what was found and given a chance to respond before a person decides. Where there is clear evidence of fraud, AI New Zealand may instead suspend the certificate first and then hear from the Learner.

11.3 AI New Zealand will tell a School Administrator when a Learner's certificate is revoked. It will not share the reasons without the Learner's agreement, unless the law requires it.

11.4 A certificate remains valid after the Learner leaves the School and after this agreement ends, until it expires or is revoked.

12. Key contact and notices

12.1 The School's key contact is [your name (your email)]. The key contact administers the School's account and receives notices under this agreement. The School may change its key contact by written notice.

12.2 Notices must be in writing and may be sent by email to the address most recently notified by the receiving party. A notice sent by email is received when sent. If it is sent after 5pm or on a day that is not a Business Day, it is received on the next Business Day. Neither applies if the sender receives an automated delivery failure message.

13. Confidentiality

13.1 Each party must keep the other's confidential information confidential and use it only for this agreement. It may disclose that information only:

• to its personnel and professional advisers who need to know it and are bound to keep it confidential;
• to its service providers, including those named in the Privacy Statement, that need it to provide the services and are bound by confidentiality obligations; or
• where the law requires, including under the Official Information Act 1982.

AI New Zealand's confidential information includes the Course content and the Assessment Materials. The School's confidential information includes the School Guidelines.

13.2 This clause continues for 5 years after this agreement ends. The School's obligations on the Assessment Materials continue for as long as they remain confidential.

13.3 Confidential information does not include information that:

• is or becomes public other than through a breach of this agreement;
• the receiving party already knew or develops independently; or
• the receiving party lawfully receives from someone else without a duty of confidence.

14. Warranties and liability

14.1 AI New Zealand will provide the Platform and the Course with reasonable skill and care. If it does not, AI New Zealand will re-perform the affected service at no cost. The School must tell AI New Zealand within 20 Business Days of becoming aware of the failure, unless the delay has not prejudiced AI New Zealand.

14.2 The Course is general education about using AI at work. It is not legal or other professional advice to the School. It is not part of the New Zealand Curriculum and is not assessed for NCEA. The School decides how the Course fits its teaching programme.

14.3 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising.

14.4 The Platform and the Course are provided at no charge. To the extent the law allows, neither party has any liability to the other under or in connection with this agreement, whether in contract, tort (including negligence), equity or otherwise.

14.5 Nothing in this agreement limits liability for fraud or wilful misconduct, a party's infringement or misuse of the other party's intellectual property, or any liability that cannot be limited or excluded by law.

14.6 The School gives no indemnity under this agreement.

14.7 Each party confirms that it is in trade and that the services are supplied and acquired in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply between them, as section 43 of that Act permits. They contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 to the extent permitted by section 5D of that Act. Each party confirms it is fair and reasonable to be bound by this clause. This clause does not affect any Learner's own rights.

14.8 Each party must take reasonable steps to mitigate any loss it suffers.

15. Term and termination

15.1 This agreement starts on the Agreement Date and continues until it is ended under this clause.

15.2 Either party may end this agreement on 20 Business Days' written notice.

15.3 Either party may end this agreement immediately by written notice if:

• the other party commits a material breach that is not capable of remedy;
• the other party commits a material breach that is not remedied within 20 Business Days of written notice requiring remedy; or
• the other party becomes insolvent or, in the School's case, closes.

15.4 When this agreement ends:

• (a) Learners who have started the Course may finish it, their assessment and any re-sits on the same terms;
• (b) School Administrator and Nominated Assessor access continues until the last Learner under clause 15.4(a) finishes, or 12 months after this agreement ends, whichever is sooner;
• (c) certificates already issued remain verifiable for 7 years from issue, and valid until they expire or are revoked; and
• (d) AI New Zealand keeps Learner information as the Privacy Statement describes. Because each Learner has their own relationship with AI New Zealand, it does not delete a Learner's records at the School's request.

15.5 Clauses 5, 6, 9, 11, 13, 14, 15.4, 15.5, 16 and 17 survive the end of this agreement, together with any other clause that by its nature should survive.

16. Disputes

16.1 Before starting court proceedings, other than for urgent interim relief, the parties must follow these steps:

• (a) The parties must meet in good faith within 10 Business Days of a written dispute notice.
• (b) If the dispute is not resolved within a further 15 Business Days, the parties must attempt to resolve it by mediation administered by the New Zealand Dispute Resolution Centre, with the mediator's costs shared equally.
• (c) The mediator is to be agreed or, failing agreement within 5 Business Days, appointed by the New Zealand Dispute Resolution Centre.
• (d) If the dispute is not resolved within 20 Business Days after the mediator is appointed, either party may start proceedings.

16.2 Each party must, as far as practicable, keep performing this agreement while a dispute is being resolved.

17. General

17.1 Entire agreement. This agreement records the entire agreement between the parties about its subject matter and supersedes all earlier discussions and understandings about it. This clause does not limit liability for fraud.

17.2 Variation. A variation of this agreement must be in writing and signed by both parties. AI New Zealand may update the Learner Terms, the Student Terms and the Privacy Statement as they allow. It will give the School written notice of any update that materially affects the School or its Students. If an update materially and adversely affects the School, the School may end this agreement by written notice within 20 Business Days after receiving notice of the update.

17.3 Assignment. Neither party may assign or novate this agreement without the other's prior written consent. The one exception is an assignment to a successor of substantially all of the party's business or functions, on written notice.

17.4 Waiver and severability. A failure or delay in exercising a right is not a waiver of it. If a provision is unenforceable, it is read down or severed to the minimum extent necessary and the rest continues in force.

17.5 Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship. Nominated Assessors remain the School's Staff.

17.6 Third parties. A Learner is not a party to this agreement and may not enforce it under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017. Each Learner has their own terms with AI New Zealand under the Learner Terms or the Student Terms.

17.7 Governing law. This agreement is governed by New Zealand law. The parties submit to the exclusive jurisdiction of the New Zealand courts.

17.8 Events outside a party's control. Neither party is liable for a delay or failure to perform this agreement caused by an event beyond its reasonable control, if it tells the other party promptly and takes reasonable steps to resume performance. If the event prevents performance for more than 30 Business Days, either party may end this agreement by written notice.

18. Acceptance

18.1 This agreement is accepted electronically through the Platform. A School Administrator, signed in to the School's account, ticks a box to confirm that the School has read and accepts this agreement. The parties consent, for the purposes of Part 4 of the Contract and Commercial Law Act 2017:

• to this agreement being formed and recorded electronically; and
• to receiving this agreement and notices under it in electronic form.

18.2 Each person who confirms acceptance confirms that they are the School's principal, or are authorised by the principal or the board, to accept this agreement for and to bind the School. School Administrators confirm the current version of this agreement each time they sign in to the School's account on the Platform. A later confirmation does not change the Agreement Date.

18.3 What the Platform records when you confirm. For each confirmation, the Platform records:

• the name and email address of the person confirming;
• the exact document they confirmed and a fingerprint (hash) of it;
• the date and time;
• their IP address; and
• their browser details (user agent).

This record is evidence of the agreement. AI New Zealand keeps it for 7 years and handles it under the Privacy Statement.

18.4 AI New Zealand accepts this agreement by accepting the School's account on the Platform, which it records. It may do this before or after the School's first confirmation. The Agreement Date is the later of the date of the School's first confirmation under clause 18.1 and the date AI New Zealand accepts the School's account.