Legal

These Terms set out the terms and conditions under which you may access and use the Small Batch Learning Platform and any related services. If “we” or “us” or “our” is referenced in these Terms, it means Small Batch Learning.

The Terms are a legally binding agreement between you and Small Batch Learning and incorporate our Privacy Policy (available at https://www.smallbatchlearning.com/legal).

By accessing the Platform, you agree to these Terms, in full force and effect until your access is terminated, performed in accordance with clause 8.

Capitalised terms used are defined at the end of these Terms.

You may access and use the Platform and Content only as permitted by these Terms.

To access and use the Platform and Content, you must be a registered User.

By accessing the Platform, you agree to, and are bound by our Acceptable Use Policy (Available at https://www.smallbatchlearning.com/legal).

Once your Employer has registered you as a User by providing us with your contact details, we will provide you with a log-in token via email for you to access the Platform.

When you use the log-in token to access the Platform for the first time, you will be prompted to update or select your own log-in details for use in accessing the Platform. You must keep your log-in details secure and confidential.

We will not be liable for any loss arising out of or in connection with your failure to maintain the security of your log-in details.

You represent, warrant and covenant that you are over the age of 18, and meet the legal age requirements to work and serve alcohol in your place of employment.

You understand and agree that you are fully responsible for all activities carried out under or using your log-in details (whether authorised by you or not). You must immediately notify Small Batch Learning of any unauthorised use of your log-in details or any other breaches of security.

Each User has a unique account, owned by the User. Account ownership is free, and not tied to a Client.

The Platform allows a User to be linked to a Client through the Platform, which grants the User access to the Client Content.

Users, like Clients, are bound by these Terms of Use.

Whilst a User is connected to a Client, other Clients will not be able to view the User’s details. After finishing employment with the Client and removed by the Client, the User will be unable to view the Client’s internal material, and other Clients will be able to view the Clients availability for work. The User’s record of training will be available.

Subject to these Terms, we will use commercially reasonable efforts to provide you with the Services. As part of the registration process, Client will identify Administrative Users to manage the Client account. We may suspend or remove your Administrator Permissions at any time without notice for any reason whatsoever.

Subject to these Terms, we will provide you with reasonable technical support services in accordance with our standard practice, via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Singapore Standard Time (SST), with the exclusion of National Public Holidays.

We may modify the Platform or discontinue the availability of Features at any time.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Small Batch Learning includes non-public information regarding features, functionality and performance of the Platform. Your Proprietary Information includes non-public information disclosed to Small Batch Learning to enable to provision of Services through the Platform. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted in these Terms) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure of the Proprietary Information or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is expressly excluded by these Terms, or (f) is required to be disclosed by law (in which case, the Receiving Party must not disclose any Proprietary Information until the Disclosing Party has a reasonable opportunity to take such action as it considers appropriate in the circumstances).

You understand and agree that the Platform, special technology used in connection with the Platform, the Services, the Software, the Courses and the Materials are provided by us or third-party providers are the copyrighted works of Small Batch Learning and/or such third parties;

We own and retain all right, title and interest in and to (a) the Services and Software (including all improvements, enhancements or modifications to the Services and Software), (b) any software, features, applications, inventions or other technology developed in connection with Implementation Services or support, (c) the Materials, and (d) all Intellectual Property in or related to any of the foregoing.

Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to Singapore and foreign copyright and other intellectual property laws.

By using the Customise feature on the Platform to edit Content owned by Small Batch Learning, you are agreeing that the edited Content is owned and retained by Small Batch Learning. Enabling you to customise Content on the Platform does not indemnify you against clause 6.8 of these Terms. Although Small Batch Learning will retain ownership of Customised Content, we will not use or reproduce the Customised Content without the expressed consent of the Client.

You grant us the right to use the Client Content, in accordance with clause 6.7 to 6.10, inclusive, and for the purpose of and as necessary for the delivery by us of the Services. You represent and warrant that you have all licenses, rights, consents and permissions necessary to grant such right and that we will not need to obtain any licenses, rights, consents or permissions from, or make any payments to, you or any third party, or have any liability to you or any other party as a result of any use of the Client Content.

We grant you a limited, non-exclusive, non-transferable license for the Term to access and use the Client Content and the Small Batch Learning Content, solely for the purpose of the education or training of the User(s), through the Platform, in accordance with these Terms and any conditions or restrictions associated with particular Courses. All other uses are prohibited without our expressed written consent.

You must not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, export, or otherwise transfer or use any Client Content or Small Batch Learning Content, in whole or in part, other than as expressly authorised under these Terms or as separately authorised by us in writing.

Notwithstanding the foregoing, we reserve the right to revoke the license to access and use the Content granted to you as set out in these Terms.

Notwithstanding anything to the contrary, and subject to the Privacy Policy, Small Batch Learning has the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Client Data and data derived therefrom), and we will be free (during and after the Term) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Small Batch Learning offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business. No rights or licenses are granted except as expressly set forth in these Terms.

Small Batch Learning does not screen the Client Content and all use of the Client Content by you is at your own risk. We have no responsibility or liability for such use. In particular, no review or posting or appearance of the Client Content on the Platform or though the Services is intended to act as an endorsement or representation that any Client Content is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful.

If you believe that the Client Content violates any law, is inaccurate or poses any risk whatsoever to a third party, it is your responsibility to take such steps that you deem necessary to correct the situation. If you believe that any Client Content, originating from a third party, or any Small Batch Learning Content violates any laws, including any copyright laws, you must report such belief to us.

We host third party Courses on the platform, some of which charge a License Fee or Subscription Fee. You must pay us any applicable fees (“Services Fees”) described in the Services Agreement or Services Order Form, including for the Implementation Fees (the “Implementation Fees”) and License Fees (“License Fees”) in accordance with the terms in the Services Agreement.

If your use of the Services exceeds the Service Capacity set forth in the Services Agreement, or you require access or use of the Services for additional instance(s) or additional User(s) or if your Services needs or use constitute a requirement to pay additional fees, you will be billed for such usage and you agree to pay the additional fees in the manner required by us. Any such additional access or use of the Services by you will be subject to these Terms.

We may choose to bill through an invoice, in which case, full payment for invoices issued is due within 14 days of invoice date.

Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of your access to the purchased Courses.

Services Fees are tax-exclusive. Any applicable taxes will be added to the Tax Invoice.

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Services Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. In the Initial Service Term, Client will pay an early termination fee according to the following structure:

• 6+ months remaining in Initial Service Term: 75% of remaining service fee
• 1-5 months remaining in Initial Service Term: 50% of remaining service fee

Upon any termination, Company will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Whilst all Materials and other information communicated to you are provided in good faith and are believed to be accurate and current as at the date of publication, presentation or communication, we provide no warranty or guarantee that any Materials, information on linked websites or information otherwise communicated to you will be accurate or complete.

Prior to entering into the Contract or other transaction or taking any particular course of action in connection with the Platform or Services, you should make your own enquiries and seek independent advice tailored to your specific circumstances, needs and objectives.

You also understand that, by using the Services, you may be exposed to content that you consider objectionable. We have no responsibility to keep such content from you and no liability for your access or use of any Course or content, to the extent permissible under applicable law.

You acknowledges and agrees that: (a) prior to entering into the Services Agreement you have been given a reasonable opportunity to examine and satisfy yourself regarding all goods and services which are the subject of the Services Agreement and that, prior to entering into the Services Agreement you availed yourself of that opportunity; (b) at no time prior to entering into the Services Agreement have you relied on the skill or judgment of Small Batch Learning or any of our employees, contractors, agents or representatives and that it would be unreasonable for you to rely on any such skill or judgment; and (c) where any acquisition of goods under the Services Agreement has been made by reference to a sample or demonstration model, prior to entering into the Services Agreement, you have been given a reasonable opportunity to: (i) satisfy yourself that the goods correspond with the sample or demonstration model as to quality, state and condition; and (ii) examine the sample or demonstration model for any apparent defects, and that you have availed yourself of that opportunity.

To the maximum extent permitted by law:

• We make no guarantee as to the usefulness of the Platform or Content, nor any of the products and services promoted on the Website or via linked websites or communicated to you by us. In particular, we make no guarantee as to the appropriateness of the Courses or Materials provided to you by us or our employees, contractors, agents or representatives.
• We make no warranty or representation (express or implied) regarding the quality, accuracy, reliability, currency, performance, completeness or fitness for purpose of any part of the Platform, and other information communicated to you by us or our employees, contractors, agents or representatives.
• We do not warrant that the Platform will be uninterrupted; nor do we make any warranty as to the results that may be obtained from use of the Platform. We do not represent or warrant (expressly or impliedly) that the Platform will not cause damage, or are free from any computer virus or any other defects or errors.
• We are not liable (whether in contract, negligence or otherwise) for any loss or damage arising from the use of the Platform.
• You agree that, in no circumstances, will we be liable for any indirect, incidental, special and/or consequential losses or damages of whatever nature arising out of your use of or reliance on the Services, the Materials or the Website, including losses or damages arising out of, or attributable to, an act or omission by us.
• We do not exclude any rights or remedies available to you under the Singapore Consumer Law that cannot be excluded or restricted.

We may update these Terms from time to time to reflect changes to our business. We do so by publishing an updated version of these Terms (always available at www.smallbatclearning.com/legal). By continuing to use and access the Platform, you agree to these changes. If we make any material change to these Terms, we will notify you using prominent means, such as by email notice or by posting a notice through the Platform. For email notifications, it is your responsibility to ensure your account details are kept up to date.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Services Agreement will otherwise remain in full force and effect and enforceable. The Services Agreement is not assignable, transferable or sub licensable by Client except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement shall be governed by the laws of Singapore.

The following definitions apply:

Administrative User means an Employee of a Client who is given Administrator Permissions on the Platform.

Administrator Permissions means the ability to edit and delete the Client’s Content, Users, and Features on the Platform.

Client means any person who orders, purchases, applies for, commences, initiates a trial, test or other preliminary use of or otherwise uses the Small Batch Learning Platform, Content, the Software or any of the Services, and includes: (a) any representative authorised by such person (whether actual, implied or ostensible) to do any of the foregoing or to accept these Terms (in these Terms, the Client is also referred to as “you” or “your”).

Client Content means Content uploaded, transmitted or posted to the Services by a Client and includes any Client Data so provided.

Client Data non-public data provided by the Client to Small Batch Learning to enable the provision of the Services.

Content means all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including its selection and arrangements.

Course means a course or other resource for instructing, educating, training, learning and/or tutoring and includes mobile applications and related and/or supporting materials.

Customise means adapt Small Batch Learning Content to suit the needs of the Client using the Customise Feature.

Customised Content means any content that a Client has created using the Customise Feature.

Employer means the Client that has entered into the Services Agreement.

Feature means any Software developed by Small Batch Learning for a specific purpose on the Platform.

Implementation Fees has the meaning given to it in clause 7.1.

Implementation Services means that part of the Services, including any training that Small Batch Learning may offer at its discretion, provided by Small Batch Learning to enable the Client to commence to use the Platform.

Initial Service Term means the initial term, being 12 months from the commencement of the Services Agreement, or other term agreed between Small Batch Learning and the Client, whichever is greater, during which the Services are provided.

Intellectual Property means all intellectual property rights, including the following rights:
(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential; (b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and (c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including Australia), whether or not such rights are registered or capable of being registered.

Internal Use means any Licenses issued for Paid Courses are only to be used by Employees of the Client.

License means a single-user access to a locked course.

License Fee has the meaning given to it in clause 7.1.

Materials means documents, information, materials (including marketing materials) and communications, provided or made available by or through Small Batch Learning, including through the Website and learning management portal, and includes Small Batch Learning Content.

Paid Course means a licensed course on the platform that can be accessed by paying the License Fee.

Platform means Small Batch Learning’s website at https://www.smallbatchlearning.com

Privacy Policy means Small Batch Learning’s privacy policy as amended from time to time, and available at https://www.smallbatchlearning.com/legal

Renewal Term means the term(s), following the Initial Service Term, for the continuing provision of the Services, as defined in clause 8.1.

Service Capacity means the limit of the Services available to the Client.

Services means all services supplied by Small Batch Learning to the Client and/or the User via the Website or other means, including marketing, promoting, facilitating, offering, hosting and providing Courses, providing access to Software and access to or licensing of specific Courses and includes the Implementation Services, as may be detailed more specifically at the discretion of Small Batch Learning in a Services Agreement.

Services Agreement means a document or subscription or order form that particularises details of the Services, which may include details of the Course(s), Fees, Term, Software and other related matters and which may be in the form of a written document or available on line, including on or through the Platform.

Services Order Form means a document or subscription or order form that particularises details of the Services, which may include details of the Course(s), Fees, Term, Software and other related matters and which may be in the form of a written document or available on line, including on or through the Website.

Services Fees means the Implementation Fees, Service Fees and License Fees.

Small Batch Learning means Small Batch Learning PTE LTD (UEN 201428212H).

Small Batch Learning Content means Content published or otherwise provided by or through Small Batch Learning, excluding Client Content.

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

Tax Invoice means the invoice that is generated for tax purposes.

Term means the Initial Service Term plus the Renewal Term, as described in clause 8.1.

User means a person who in any way uses the Platform, the Software or any of the Services (a User may also be a Client).