Terms of Use.

1.  Terms.

These are the terms of use (Terms) for the UpSkill website, mobile app, and platform, including the services, training courses and content available through the website, mobile app, and platform (Services). The Compliance Company (Upskill) Limited (we, us, our) provides the Services to you. These Terms form a contract between you and us. Before you register an account and/or first use the Services, you must read and accept the Terms. By registering an account and/or using the Services, you agree to be bound by these Terms.


2.  Account.

To register an account to access our Services you must provide the information we request from you. The information we request may include personal information. Our Privacy Policy provides details of how we use and look after your personal information and your rights. You must notify us if any of the personal information we hold needs to be updated.

You agree that you may use an account only for your internal business purposes. If any related party wishes to use the Services, they must create a separate account with us.

If you are creating an account on behalf of a company or other legal entity, you warrant that you have authority to agree to these Terms on behalf of that entity.

3.  Fees.

You agree to pay us the fees for Services as we advise from time to time (Fees). Unless otherwise stated, the Fees are exclusive of all applicable taxes, duties, and levies, which are payable by you at the relevant rate.

We may adjust the Fees at any time by providing you with 10 days’ notice and/or publishing the updated Fees on our website.

You must pay the Fees on purchase of the Services through one of the specified payment methods. You must pay all Fees in full without set-off or deduction.

You are required to pay the Fees for the Services at the time of purchase using one of the specified payment methods.

You agree to pay us an administration fee for transferring any user licences. We will advise you of the administration fee in advance of transferring a user licence.

We may suspend and/or terminate these Terms and your ability to use the Services if you fail (or any entity with which your account is associated fails) to pay the Fees in accordance with these Terms.

4.  Your obligations.

You must:

  • use the Services in accordance with these Terms solely for your lawful internal business purposes, including your own learning;

  • not resell or make available the Services, or any content or information derived from your use of the Services, to any third party, or otherwise commercially exploit the Services;

  • comply with these Terms, as updated by us from time to time;

  • follow our reasonable directions about the use of the Services;

  • promptly provide all information, documentation, decisions, assistance and co-operation that we may reasonably request;

  • not undermine, or attempt to undermine, the security or integrity of the website, mobile app, platform, Services or any underlying system;

  • not use, or misuse the website, mobile app, platform or Services in any way or interfere with the proper operation of the website, mobile app, platform or Services, including any other user’s use of the website, mobile app, platform or Services;

  • not attempt to view, access or copy any content, information, material or data other than that which you are authorised to access; and

  • not use the website, mobile app, platform or Services for unlawful, illegal or improper purposes.

5.  Security.

You must keep your account details, including your password and access credentials confidential and secure so that no other person may gain access to your account.

You must notify us immediately if you become aware of any use of your account details by another person or any breach of security, by sending an email to info@up-skill.co.nz

6.  Intellectual Property.

Nothing in these Terms gives you any ownership rights over the Services, nor any aspect of the Services, including content, information, text, images, videos, sound recordings and designs. All intellectual property rights in the website, mobile app, platform and the Services, including all content, information, text, images, videos, sound recordings and designs, are our property (or that of our licensors). You are not permitted to reproduce any part of the Services in any way.

Under these Terms, we grant you a non-exclusive, non-transferable, non-sub-licensable, revocable and limited right to use the Services in accordance with these Terms.

7.  Confidentiality.

You acknowledge that the Services and the content or information derived from your use of the Services constitute our (or our licensors’) confidential information.

You must not disclose or publish any content or information derived from your use of the Services to any other person or entity without our prior written consent.

8.  Changes.

We may change these Terms from time to time by publishing the updated Terms on our website or otherwise sharing them with you. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring that you are familiar with the latest Terms. If you do not wish to be bound by the updated Terms, you must cease to use the website, mobile app, platform and Services. Your continued use of the website, mobile app, platform and Services after the updated Terms become effective constitute your agreement to be bound by the updated Terms.

There may be times where we need to withdraw or replace certain information or content that forms part of the Services. If this affects the Services you access, we will endeavour to notify you if this occurs.

9.  Termination.

You are entitled to terminate your use of the Services at any time by giving us at least one month’s notice.   Where you have subscribed to our Services, you must give at least one month's notice prior to the date that the Services renew.

Without limiting any other right or remedy available to us, we may immediately suspend or terminate your access to, or use of, the Services (and the access or use of any person or entity with whom your account is associated) where we consider that you, or any person using your account, or any person or entity with whom your account is associated, or any person that you are responsible for (including an employee), have:

  • exceeded any limits or parameters we have agreed to in relation to the Services; or
  • breached these Terms or any applicable law.


We may terminate your access to the Services (and the access of any person or entity with whom your account is associated) on written notice to you at any time. Such termination will be effective at the time we specify (which may be immediately).

If your access to the Services is terminated, all of your rights granted under these Terms will immediately come to an end and all amounts owing will become due and immediately payable.

Should any amounts not be paid within the specified period, interest will be charged on the amounts owing at 14% per annum until such time as all amounts owing have been paid.

10.  Disclaimer of warranties.

You acknowledge that:

  • the Services are provided to you on an "as is" and "as available" basis;

  • it is your sole responsibility to determine that the Services meet your needs and are suitable for the purposes for which they are used;

  • we do not warrant that the Services will meet your specific requirements or expectations;

  • you rely on any content or information derived from your use of the Services at your own risk.

  • we do not warrant that the use of the Service will be secure, uninterrupted, error free or free of viruses or other harmful code.
    Among other things, the operation and availability of the systems used for accessing the Services, including telecommunications services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. We are not in any way responsible for any such interference or prevention of your access or use of the Services.


Except to the extent set out in these Terms, all warranties, representations, conditions and other terms of any kind implied by statute or common law are, to the maximum extent permitted by applicable law, excluded.

To the extent the website, mobile app, platform and Services are provided for the purpose of a business, you acknowledge and agree that, to the maximum extent permitted by applicable law, the provisions of the Consumer Guarantees Act 1993 will not apply.

11. Idemnity.

You agree to indemnify, defend, and hold harmless UpSkill, its officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs, arising out of or in any way connected with:

  • Your breach or alleged breach of these Terms.

  • Your violation of any law or the rights of a third party, including but not limited to intellectual property rights, privacy rights, and any other proprietary rights.

  • Any misuse or unauthorised use of the digital training platform or content provided by UpSkill.


This indemnity obligation will survive the termination or expiration of your account and these Terms.


12.  Limitation of liability.

To the maximum extent permitted by law, under no circumstances will we be liable for any:

  • incidental, special, indirect or consequential damages; or

  • loss of profits, business interruption, loss of business information, loss of data or any pecuniary loss (in each case whether direct or indirect);

  • loss arising from use of, reliance on, or inability to use or rely on, the Services or any content or information derived from your use of the Services,

  • arising out of or relating to these Terms or use of the website, mobile app, platform or Services, even if we have been advised of the possibility of such damages.


To the maximum extent permitted by law, in no event will our total liability to you for all damages exceed the amount paid by you to use the Services in the three months immediately preceding your claim.

We are not liable to you for any failure to provide the website, mobile app, platform or Services or otherwise perform our obligations under these Terms to the extent the failure is caused by something beyond our reasonable control.

13. Authority to bind. 

By accepting these Terms, you represent and warrant that you have the full legal authority to bind your company, organisation, or other legal entity to these Terms. If you do not have such authority, you must not accept these Terms or use UpSkill.

12.  General.

To the maximum extent permitted by law, the parties acknowledge that the specified Fees, these Terms and the Privacy Policy constitute the entire agreement and understanding between them (and any party in trade agrees to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986). As we update these Terms from time to time, the latest version of the Terms published on our website or shared with you will prevail over any earlier version.

We may assign or transfer our contractual rights and obligations arising under these Terms to another organisation.

Any notice required to be given by either party under these Terms must be in writing and sent to the other party’s registered address or by email to the usual contact person for the other party for the purposes of these Terms.

These Terms are governed by New Zealand law and the courts of New Zealand have non-exclusive jurisdiction to deal with any matter arising under or in connection with these Terms.