Terms and Conditions

These Terms and Conditions (“Terms”) govern access to and use of Elmy Learning Solutions’ website, platforms, software, applications, content, and related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an institution, school, university, ministry, organization, or other legal entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity.

1. Definitions

Authorized Users means the employees, contractors, administrators, teachers, staff, students, parents, or other persons authorized by the Customer to access or use the Services.

Customer means the legal entity, institution, organization, or person that purchases, subscribes to, or is otherwise granted access to the Services.

Customer Data means any data, content, records, files, submissions, educational materials, questions, assessments, documents, communications, personal data, or other information submitted to, stored on, or processed through the Services by or on behalf of the Customer or its Authorized Users.

Documentation means the technical, operational, support, training, or user documentation made available by Elmy in connection with the Services.

Elmy means Elmy Learning Solutions, together with its affiliates, employees, contractors, and authorized representatives.

Platform means Elmy’s learning management, digital assessment, analytics, examination, reporting, and education technology systems made available online or through approved channels.

Services means the Platform, website, applications, support services, implementation services, training services, integrations, reporting tools, and other related services provided by Elmy.

Subscription Term means the period during which the Customer is authorized to access and use the Services under an order form, proposal, agreement, or subscription arrangement.

2. Scope of Services

Elmy provides digital education technology solutions, including but not limited to:

• learning management systems;
• digital examination and assessment platforms;
• question banks and exam creation tools;
• proctored or monitored assessment environments;
• analytics and reporting;
• educational content delivery tools;
• implementation, onboarding, configuration, and support services; and
• institution-specific portals and branded environments.

Elmy may update, improve, modify, or enhance the Services from time to time, provided such changes do not materially reduce the core functionality purchased by the Customer during the applicable Subscription Term.

3. License and Access Rights

Subject to payment of applicable fees and compliance with these Terms, Elmy grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to allow its Authorized Users to access and use the Services and Documentation solely for the Customer’s internal educational and administrative purposes.

The Customer is responsible for ensuring that all Authorized Users comply with these Terms.

4. User Accounts and Access Credentials

The Customer and its Authorized Users must:

• provide accurate and complete account information;
• maintain the confidentiality of usernames, passwords, and other access credentials;
• avoid sharing login credentials in a manner inconsistent with purchased access rights; and
• promptly notify Elmy of any suspected unauthorized access, misuse, or security incident.

The Customer remains responsible for all activity occurring through its accounts, except to the extent caused by Elmy’s own breach.

5. Subscription Limits

The Customer may only permit the number and category of Authorized Users covered by its purchased subscription, license, proposal, or agreement.

Unless otherwise agreed in writing:

• each account is intended for a single named user;
• shared access credentials are prohibited;
• account reassignment must be controlled and documented; and
• Elmy may monitor usage to verify compliance with subscription limits.

If the Customer exceeds agreed usage limits, Elmy may require the Customer to purchase additional subscriptions or pay applicable overage fees.

6. Acceptable Use

The Customer and Authorized Users must not, and must not permit any third party to:

• use the Services in violation of applicable law or regulation;
• upload, transmit, or store unlawful, abusive, defamatory, fraudulent, infringing, threatening, or harmful material;
• upload malware, viruses, worms, trojans, or other malicious code;
• interfere with the integrity, security, performance, or operation of the Services;
• attempt to gain unauthorized access to the Services, systems, networks, or related infrastructure;
• copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from the Services except where expressly permitted by law;
• use the Services to build or support a competing product or service;
• resell, sublicense, lease, rent, distribute, or commercially exploit the Services except as expressly authorized in writing by Elmy; or
• use the Services for unauthorized surveillance or for any purpose inconsistent with legitimate educational use.

Elmy may suspend access to content or activity that reasonably appears to violate this section.

7. Assessment Integrity and Exam Security

Because Elmy provides digital testing and assessment tools, assessment integrity is a material part of the Services.

Depending on the package and setup, the Services may include:

• timed assessments;
• restricted navigation;
• browser controls;
• activity logging;
• audit trails;
• behavioral monitoring;
• plagiarism or similarity checks;
• anti-cheating controls; and
• session validation and exam analytics.

The Customer and Authorized Users must not disable, bypass, manipulate, undermine, or improperly interfere with any exam integrity or platform security feature.

Elmy may investigate suspected misuse and may suspend affected access, preserve logs, and report relevant findings to the Customer or relevant institution administrator.

8. Customer Data

As between Elmy and the Customer, the Customer retains all right, title, and interest in and to Customer Data.

The Customer is solely responsible for:

• the legality, validity, integrity, accuracy, and quality of Customer Data;
• ensuring it has all rights, permissions, notices, and consents necessary for Elmy to process Customer Data as contemplated by these Terms; and
• the configuration choices made by the Customer in its use of the Services.

The Customer grants Elmy a limited, non-exclusive right to host, copy, process, transmit, analyze, display, and otherwise use Customer Data solely as necessary to provide, secure, support, maintain, improve, and administer the Services and to comply with applicable law.

9. Personal Data Processing

Where Elmy processes personal data on behalf of the Customer in connection with institution-managed accounts, the Customer acts as the controller of such data and Elmy acts as a processor or service provider, except where Elmy independently determines the purposes and means of processing.

The Customer must ensure that:

• relevant data subjects have been provided any required notices;
• any required consent or other lawful basis has been obtained; and
• the Customer has the right to provide the personal data to Elmy for processing.

Elmy will process personal data in accordance with applicable law, its Privacy Policy, lawful documented instructions of the Customer where applicable, and appropriate technical and organizational security measures.

10. Data Security and Backup

Elmy implements reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, and disclosure.

Elmy may maintain backup and disaster recovery procedures in accordance with its internal security and operational practices. However, no platform can guarantee absolute security or uninterrupted availability.

11. Third-Party Services and Integrations

The Services may interoperate with third-party tools, payment gateways, communication systems, cloud providers, analytics tools, video services, or other integrations.

Elmy does not control and is not responsible for third-party products or services except to the extent expressly stated in a written agreement. Use of third-party services may be subject to their own terms and privacy policies.

12. Support and Service Availability

Elmy will use commercially reasonable efforts to make the Services available and functional in accordance with any agreed service commitments.

The Customer acknowledges that temporary interruptions may occur due to scheduled maintenance, emergency maintenance, security measures, updates, telecommunications failure, internet outages, third-party hosting issues, or events beyond Elmy’s reasonable control.

Except as expressly agreed in writing, the Services are provided on an “as available” basis.

13. Customer Obligations

The Customer must:

• cooperate with Elmy as reasonably required for onboarding, configuration, implementation, and support;
• provide accurate administrative, technical, and operational information;
• ensure its systems, network environment, and user devices are reasonably compatible with the Services;
• obtain and maintain all necessary internal approvals, permissions, and consents; and
• ensure Authorized Users comply with these Terms and all applicable institutional policies.

The Customer is responsible for its own internet connectivity, local infrastructure, user devices, and telecommunications environment.

14. Fees and Payment

The Customer must pay all applicable fees set out in the relevant order form, agreement, quotation, or proposal.

Unless otherwise agreed in writing:

• fees are non-refundable;
• invoices are due within the stated payment period;
• overdue amounts may be subject to lawful late charges or suspension of access after notice; and
• taxes, duties, and governmental charges are the Customer’s responsibility except taxes based on Elmy’s net income.

15. Intellectual Property Rights

Elmy and its licensors retain all right, title, and interest in and to the Services, Software, Documentation, designs, workflows, interfaces, methodologies, reports, and all related intellectual property rights.

No rights are granted except those expressly stated in these Terms.

Any feedback, suggestions, recommendations, enhancement requests, or ideas submitted to Elmy may be used by Elmy without restriction or obligation, provided this does not give Elmy ownership of Customer Data.

16. Confidentiality

Each party may receive confidential or proprietary information from the other in connection with the Services.

Each receiving party must:

• keep the disclosing party’s confidential information confidential;
• use it only as necessary to perform or exercise rights under these Terms; and
• not disclose it to third parties except to employees, contractors, affiliates, and advisors who need to know it and are bound by confidentiality obligations.

Confidential information does not include information that:

• is or becomes public through no breach of these Terms;
• was lawfully known without restriction before disclosure;
• is lawfully received from a third party without breach of obligation; or
• is independently developed without use of the disclosing party’s confidential information.

Customer Data is deemed the Customer’s confidential information. Non-public aspects of the Services, security measures, Documentation, pricing, and technical architecture are deemed Elmy’s confidential information.

17. Warranties

Elmy warrants that it has the right to provide the Services and that it will provide the Services with reasonable care and skill.

Except as expressly stated in these Terms or in a written agreement, the Services are provided “as is” and “as available,” and Elmy disclaims all implied warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Elmy does not warrant that:

• the Services will meet every requirement of every Customer;
• the Services will be uninterrupted or error-free at all times;
• all defects can or will be corrected immediately; or
• the Services will be compatible with every third-party environment or local network condition.

18. Indemnity

The Customer shall indemnify and hold harmless Elmy and its officers, employees, and affiliates from claims, losses, liabilities, costs, and expenses arising from:

• Customer Data;
• the Customer’s or Authorized Users’ misuse of the Services;
• violation of these Terms or applicable law by the Customer or Authorized Users; or
• infringement caused by materials, instructions, or content provided by the Customer.

Elmy shall defend the Customer against a third-party claim that the core Services, as provided by Elmy and used as authorized, directly infringe that third party’s intellectual property rights, and Elmy shall pay damages finally awarded or agreed in settlement, provided the Customer promptly notifies Elmy, gives reasonable cooperation, and allows Elmy sole control of the defense and settlement.

Elmy will have no obligation for claims arising from:

• Customer Data;
• modifications not made by Elmy;
• combination with third-party products not supplied by Elmy;
• use outside the permitted scope; or
• continued use after notice of an alleged infringement and an offered workaround or replacement.

19. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence; or
• any liability that cannot be excluded or limited under applicable law.

To the maximum extent permitted by law:

• Elmy shall not be liable for any indirect, incidental, special, punitive, or consequential damages;
• Elmy shall not be liable for loss of profits, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, or loss or corruption of data, except to the extent expressly required by law; and
• Elmy’s total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Customer to Elmy for the affected Services during the twelve-month period preceding the event giving rise to the claim.

20. Suspension

Elmy may suspend access to some or all of the Services immediately upon notice if:

• payment is materially overdue;
• the Customer or an Authorized User materially breaches these Terms;
• use of the Services poses a security risk;
• suspension is required to prevent harm to the Services, other customers, or third parties; or
• suspension is required by law or governmental order.

Where reasonably possible, Elmy will provide advance notice and an opportunity to remedy.

21. Term and Termination

These Terms remain in effect for the duration of the applicable Subscription Term unless terminated earlier in accordance with these Terms or any applicable agreement.

Either party may terminate for cause if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days after written notice, unless a shorter suspension or termination period is justified by security, legal, or payment-related urgency.

Either party may also terminate if the other party becomes insolvent, enters liquidation, or ceases business operations, subject to applicable law.

Upon termination or expiry:

• access rights terminate;
• the Customer must cease use of the Services;
• each party must return or delete the other party’s confidential information, subject to legal retention obligations; and
• Elmy may provide Customer Data export or retrieval for a limited period, subject to payment of all outstanding amounts and any agreed data extraction costs.

22. Force Majeure

Elmy shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, internet failure, cloud or hosting outages, cyberattacks, utility failures, epidemics, governmental restrictions, or failures of suppliers or subcontractors.

23. Publicity

Unless otherwise agreed in writing, Elmy may identify the Customer by name and logo in general customer lists or business references, provided such use is accurate, respectful, and capable of being withdrawn upon reasonable request where confidentiality requires.

24. Amendments

Elmy may update these Terms from time to time. Updated Terms become effective when posted or as otherwise notified.

Where changes materially affect Customer rights or obligations, Elmy will take reasonable steps to provide notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

25. Governing Law and Jurisdiction

These Terms are governed by the laws specified in the applicable commercial agreement with the Customer. If no governing law is specified, these Terms are governed by the laws of the jurisdiction in which Elmy contracts for the relevant Services, without regard to conflict of laws principles.

The courts of the applicable governing jurisdiction shall have exclusive jurisdiction unless otherwise agreed in writing.

26. General

These Terms, together with any order form, proposal, statement of work, service agreement, data processing addendum, or incorporated policies, constitute the entire agreement between the parties regarding the Services.

If any provision is found unenforceable, the remaining provisions remain in full force.

A failure to enforce any provision is not a waiver.

The Customer may not assign these Terms without Elmy’s prior written consent, except in connection with a merger or sale of substantially all assets where permitted by law. Elmy may assign these Terms to an affiliate or successor in connection with a merger, acquisition, restructuring, or sale of assets.

27. Contact

For legal or contractual inquiries, please contact:

Elmy Learning Solutions
Email: contact@elmysolutions.org