Annual license terms

1. Agreement and document priority

These Terms apply to the institution, the authorized educator, and every course program license order they place. The course page and invoice identify the selected program, quantity, fee, institution, contact person, and any order-specific details.

If documents conflict, the following order applies:

1. the invoice or order confirmation for commercial details;
2. these Annual License Terms for the course program license;
3. the school payment terms for a bank transfer;
4. the LearningFirst Terms of Service for general platform use; and
5. the Privacy Policy for personal-data practices.

A purchase order or institution form does not change these Terms unless we expressly agree to the change in writing.

2. License unit and permitted use

One license unit costs US$200, is assigned to one named educator, one associated institution, and one course program, and provides up to 30 concurrent enrolled student places during one paid annual term. Additional units for the same course group add 30 places per unit. A different educator, institution, or course program requires a separate license unless we approve a transfer in writing.

The license is limited, non-exclusive, non-transferable, and for educational delivery by the institution. It does not transfer ownership of LearningFirst or EAE content, software, assessments, marks, or credentials. The institution may not resell the license, operate it as a commercial content library, or make course content publicly available.

The named educator also receives complimentary access to all LearningFirst platform content during the active license period, equivalent to an annual subscription worth US$120. This benefit ends when the license expires and does not extend platform-wide access to enrolled students.

3. Included services

During an active term, the license provides the course program, assigned student reading collections, educator preparation resources made available for that program, enrollment and progress tools, eligible course assessments, and the certificate and transcript services described on the course page. Some preparation resources may be available before payment so an educator can plan the course; this does not create student places or an active license.

Course-page descriptions are part of the service specification but are not promises of a particular academic result, admission, employment outcome, professional license, or recognition by a third party.

4. Term and activation

The annual term begins when we confirm full payment, not when an order or invoice is created. Each annual license has its own term, invoice, and payment record.

Every payment is a one-time purchase. Licenses are not subscriptions and never renew automatically. To continue for another year or add another block of student places, create a new annual license order, accept the then-current terms, and make a separate payment. Existing license history remains unchanged.

5. Authority to represent the institution

The educator submitting an order represents and warrants that the institution has authorized them to lead the program, act as its operational and billing correspondent, provide or confirm its legal and billing information, accept these Terms, create license orders, receive institution invoices, and arrange payment on its behalf. We record the educator’s identity, declaration, accepted version, and acceptance time with the order.

If authority changes, the educator or institution must notify us promptly. We may request reasonable evidence of authority or school affiliation before processing an order, changing an institution, releasing billing records, or granting administrative access.

6. Order formation and electronic records

Selecting the required acknowledgement and submitting the order is the educator’s electronic acceptance for the institution. The order becomes effective when our system issues an order reference and institution invoice. We may reject or cancel an order before payment if information is incomplete, inaccurate, unauthorized, duplicated, technically erroneous, unlawful, or affected by an obvious pricing error.

We may retain the order, accepted terms version, authority declaration, invoice, payment reference, and related electronic records as evidence of the transaction. An unpaid order remains a payment-due order and creates no student access.

7. Institution invoice and educator contact

The invoice is addressed to the associated institution using the legal name and billing address supplied or confirmed by the educator. The educator appears as the institution’s contact person and is not personally substituted for the invoiced institution. Billing information supplied in this process may also update the institution’s associated EAE record.

The educator and institution must review the invoice promptly and notify us of an incorrect legal name, address, quantity, course, or contact before payment. An administrative correction does not change the underlying order, price, or accepted Terms unless we agree otherwise.

8. Fees, payment, taxes, and bank charges

DOK issues the institution invoice under the LearningFirst brand. Fees and currency are stated on the invoice. Payment may be made by the educator, the institution, or another authorized payer, but the license remains assigned as stated in the order. Payments for DOK-issued invoices are payable to DOK using its designated payment processor or verified bank details shown on the invoice. EAE’s academic-services role does not make it the seller or payment recipient for these orders. Card payment is a one-time charge. Bank-transfer payment is confirmed only after we receive and match cleared funds to the invoice reference.

The payer is responsible for card, correspondent-bank, receiving-bank, foreign-exchange, and similar third-party charges so that the full invoiced amount reaches us. Applicable taxes, if any, are shown on the invoice. If law requires a withholding or deduction, contact us before payment so the required documentation and amount can be confirmed.

9. Cancellation and refunds

• An unpaid order may be left unpaid or cancelled without charge.
• A paid license may be refunded if requested within seven calendar days after payment and no student has been enrolled under the license, no course assessment has begun, no credential has been issued, and no licensed student content has been accessed.
• After any of those events, or after seven days, the license fee is non-refundable except where required by law or where we cancel the program and do not provide a reasonable replacement.
• Unused places, educator preparation progress, withdrawal from the institution, or failure to complete the course do not create a refund or credit for another course or year.
• External card-processing, bank, currency-conversion, and transfer charges are not refundable unless they resulted from our confirmed billing error or applicable law requires otherwise.

Nothing in this section limits a right or remedy that cannot lawfully be excluded. Contact us with the order reference to request review.

10. Educator and institution responsibilities

The educator and institution are responsible for:

• delivering and supervising the course, setting an appropriate teaching schedule, and determining whether the program suits the students’ age, ability, language, curriculum, and local context;
• maintaining accurate school, educator, student, and billing information and promptly correcting material errors;
• protecting educator and student accounts, invitation links, and assessment access from unauthorized use;
• using progress, assessment, and credential information fairly and only for legitimate educational administration;
• providing suitable devices, connectivity, classroom supervision, accessibility support, and any local permissions required to run the program; and
• complying with applicable education, safeguarding, privacy, sanctions, export, anti-bribery, and payment laws.

11. Accounts and school association

Registration links the educator’s verified LearningFirst / DOK identity to an EAE educator contact and associated school. An account is personal to its user and may not be shared. School association does not grant access to another educator’s course, learners, or records. We may require verification before changing a school association or transferring operational responsibility.

12. Acceptable use and assessment security

Users must not bypass access controls; share paid access or assessment answers; scrape, reproduce, publish, sell, or bulk-download protected materials; manipulate progress or results; impersonate another person; upload unlawful or harmful material; probe or disrupt the Services; or use them in a way that infringes rights or violates law. Assessment questions, answer keys, rubrics, and unreleased results must be kept confidential.

13. Student enrollment and places

The educator may invite existing account holders or, where the product allows it, create or provision student accounts. Existing users must join through the invitation flow and agree to share the course progress identified in that flow. The educator may remove a learner from the current roster; removal does not erase historical learning or credential records.

Enrolled students may not exceed the paid capacity. We may prevent additional enrollment while no active place is available. A place is not transferable to another educator, course, institution, or annual term merely because it is unused.

14. Student authority, minors, and notices

Before supplying student information or creating an account, the educator and institution must have a lawful basis and all notices, permissions, and consents required in the student’s location. Where a student cannot validly consent, including because of age, the institution must obtain authorization from a parent, guardian, or other person legally entitled to act for that student.

The institution must tell students, and guardians where applicable, that course participation may involve reading and quiz activity, assessment submissions and results, progress reporting to the educator, credential records, and the data practices described in the Privacy Policy.

15. Personal data and course records

Each party is responsible for its own compliance with applicable data-protection law. The institution determines which students to enroll and how it uses information available through the educator portal. We process information to provide, secure, support, and document the Services as described in the Privacy Policy and any applicable written data-processing arrangement.

DOK may share the educator’s identity, institution details, and relevant learner identity, submissions, results, and integrity records with EAE as necessary for school administration and the academic services it provides. EAE’s use is limited to those purposes and applicable record-keeping obligations under the relevant data arrangements. DOK remains the contact for program support and privacy requests.

The educator may access only students assigned to their course and only the progress, activity, assessment, certificate, and transcript information made available for legitimate course administration. The educator must not export, disclose, or retain that information for unrelated purposes or longer than reasonably necessary.

16. Assessment, certification, and credentials

DOK arranges the included academic services with EAE. EAE provides the applicable academic standards, assessment oversight, quality assurance, and credential issuance or verification for its awards. A license makes eligible assessment and credential services available; it does not guarantee that an educator or student will qualify. Certificates, credits, transcripts, and accreditation are issued only when the stated academic, participation, identity, and integrity requirements are satisfied and any required review is complete.

Credentials and transcripts are intended to remain durable records that students can carry into later study and work. We may correct, suspend, or revoke a credential if it was issued in error, based on inaccurate information, obtained through misconduct or unauthorized assistance, or must be changed by law or by the applicable awarding standard. We will maintain an appropriate record of a correction or revocation.

Credentials are private awards of the named issuer unless a specific external recognition is expressly identified. Learning credits record achievement under the stated program framework; acceptance or transfer by another school, university, employer, or professional body is determined by that recipient. Payment does not influence an academic result or guarantee an award.

17. Integrity and review

Students and educators must follow assessment instructions and any integrity, identity-verification, or proctoring rules presented for an assessment. Suspected irregularities may be reviewed, and results or credentials may be withheld during a reasonable investigation. Where a decision materially affects a learner’s result or credential, the learner or institution may contact us to request an explanation or correction of factual error.

18. Intellectual property and submitted work

DOK, EAE, and their respective licensors retain their rights in the Services and supplied materials. The institution receives only the rights expressly stated in these Terms. Students retain ownership of original work they submit. They grant us the limited rights needed to host, process, assess, display, preserve, and verify that work and its resulting records for the Services.

19. Service availability and program changes

We aim to provide reliable Services but do not promise uninterrupted or error-free operation. We may maintain, secure, repair, or update the Services and may revise course sequencing, readings, assessments, or supporting features to maintain quality, accuracy, safety, or legal compliance. We will not materially reduce the core paid program during an active term without providing a reasonable replacement, extension, credit, or refund as appropriate.

Neither party is liable for delay caused by events beyond its reasonable control, including network or cloud failures, natural disaster, epidemic, labor disruption, governmental action, or widespread utility failure. The affected party must take reasonable steps to limit the disruption.

20. Suspension and termination

We may restrict enrollment or suspend affected access where payment is overdue or reversed, authority cannot be verified, security is at risk, law requires it, or there is a material or repeated breach of these Terms. Where practicable, we will give notice and a reasonable opportunity to correct a remediable breach. We may act immediately to protect students, assessments, personal data, or service security.

For a serious breach, fraud, unlawful conduct, or unresolved material breach, we may terminate the affected license. Termination does not erase amounts already due, valid payment and audit records, or legitimate historical learning and credential records. Sections intended by their nature to continue after termination remain in effect.

21. Expiry and record retention

When a paid term expires, new enrollment and licensed course access end unless renewed. Historical progress, assessment, payment, certificate, transcript, integrity, and audit records may be retained for credential verification, student access, dispute resolution, security, and legal or legitimate business purposes, subject to the Privacy Policy and applicable law. Separately purchased LearningFirst access continues under its own terms.

22. Warranties and educational outcomes

We will provide the Services with reasonable care and skill. Except for express commitments in these Terms and rights that cannot be excluded, the Services are provided on an “as available” basis. We do not guarantee a particular grade, credential, school acceptance, credit transfer, professional recognition, employment result, or uninterrupted availability. Educators remain responsible for teaching decisions and independent professional judgment.

23. Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive, or consequential loss, or for lost profits, revenue, opportunity, or goodwill. Our aggregate liability arising from an affected license will not exceed the fees paid for that license during the twelve months preceding the event giving rise to the claim.

These limits do not apply to fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any liability or statutory right that cannot lawfully be excluded or limited. The institution remains responsible for loss caused by its unauthorized enrollment, unlawful data instructions, credential misuse, or material breach of these Terms, to the extent the loss was caused by that conduct.

24. Changes to these Terms

These Terms apply to new DOK-issued orders. An invoice already issued by another legal entity retains its original issuer and applicable agreement unless a replacement or transfer is expressly agreed and documented. The accepted version recorded with an order governs that order’s current annual term. We may update these Terms for future orders and renewals. If a change must apply during an active term for security, law, or a necessary service change, we will give reasonable notice and will not retroactively impose a new fee or materially remove a paid right without an appropriate remedy.

25. Notices and support

Operational and legal notices may be delivered through the educator portal or to the educator’s or institution’s recorded email address. The institution must keep those details current. Send license, billing, refund, authority, data, or credential questions to contact@learningfirst.io and include the order or license reference where available.

26. Governing law and disputes

These Terms and each course license order are governed by Singapore law, without regard to conflict-of-law rules. The parties will first try in good faith to resolve a dispute through written notice and discussion. If it is not resolved, the courts of Singapore have exclusive jurisdiction, except that either party may seek urgent injunctive relief in a court with authority to grant it. Mandatory rights under applicable law remain unaffected.

27. General

Neither the educator nor institution may assign or transfer the agreement without our written consent. We may assign it as part of a corporate reorganization, merger, sale, or transfer of the relevant service, provided the assignee assumes the applicable obligations. Failure to enforce a term is not a waiver. If a term is unenforceable, it will be limited to the minimum extent necessary and the remaining terms continue. Headings and the introductory summary aid reading but do not change the operative provisions.

The documents listed in section 1 form the entire agreement for the license and replace prior statements about the same subject. No partnership, employment, agency, franchise, or joint venture is created between the parties.