BETWEEN

1. Joy Business Academy Limited a company incorporated and registered in New Zealand with company number 4173278 (Joy Business or we or our).
   Address: 2/8 Osborne Street, Newmarket, Auckland
   Email: james@joybusinessacademy.com
2. You, being a person (you or Learner) who wishes to use the Joy Business services offered on our website located at www.joybusinessacademy.com (Platform).

1. BACKGROUND

   1. Joy Business operates the Platform, which aims to help individuals such as you develop the skills and experiences that may be useful to help you find employment.
   2. Joy Business partners with other people (Partners), who provide Joy Business with information about current job opportunities they have (Job Opportunities). Joy Business, together with experts and content creators, develops education tools (Courses) to provide Learners with specific skills that are relevant to Job Opportunities.

2. REGISTRATION PROCESS

   1. In order to use the Platform, you will need to register with us online.
   2. By registering with us, you will be able to access the Forum (defined in clause 4.2c), complete any Courses or apply for any Job Opportunities.
   3. While using the Platform, you will at all times be required to act punctually, constructively and courteously.

3. YOUR ELIGIBILITY TO USE OUR SERVICES

   • We can refuse membership or cancel or suspend your membership at any time if we are concerned about any of the following:
   1. Whether you have been honest in all your information provision and dealings with us.
   2. Whether you are at least 16 years old.
   3. Your use of the Platform.
   4. The manner in which you engage with other Learners or Partners on or through the Platform.
   5. Anything relating to you that could prejudice our reputation or the reputation of the Partners, or which would be seen as in conflict with our values.

4. COURSE PROCESS

   1. The Platform contains a summary of all of the Courses currently on offer to Learners, and a brief description of the content, learning objectives and the structure of each Course. If a Course is of interest to you, you can start the course by clicking the 'Get Started' button on the Courses page.

   2. Starting a course will grant you access to:

      1. educational content – both written and multi-media - to help you achieve the learning objectives of the Course;
      2. an online course as part of the learning;
      3. a forum, made up of other Learners that have started for the Course; the ability to connect with Learner Coaches; and
      4. Job opportunities that relate to the particular Course and that you are otherwise eligible to access.
   3. You can only commence a Course that has been added to your dashboard. You will have a specified period of time (which will be set out in the relevant Course details), to complete any Course from the date on which you commence that Course (Course Period). At the end of such Course Period the Course will be removed from your Dashboard if you have not completed it. You will receive a warning before any Course is removed from your Dashboard, giving you time to commence it.

5. YOUR PARTICIPATION IN COURSES AND USE OF THE PLATFORM

   Learners on a Course may choose to engage in that Course's Forum, as described in clause 4.2c. You may only use that Forum and you may only engage with other Learners, Joy Business and our Partners for lawful and genuine purposes, and you must not post or disseminate any material unrelated to the Course, content that may reasonably be considered offensive to other users of the Platform, or material or data in violation of any law (including data or other material that is protected by copyright or trade secrets or any other intellectual property rights which you do not have the right to disclose). You hereby indemnify Joy Business, its directors, officers and employees from any loss they suffer as a result of your non-compliance with this clause.

6. OWNERSHIP OF INFORMATION SHARED IN A FORUM OR OTHERWISE ON THE PLATFORM

   1. You own all of the content and information you post in the Forum or share on the Platform, and you can control how it is shared through your privacy settings. You should also read our Privacy Policy which describes how we will hold any personal information about you.
   2. For content that is covered by intellectual property rights, like videos or pitches (IP content), subject to your privacy settings, you grant Joy Business a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with the Forum or otherwise on the Platform (Licence).

7. NO GUARANTEE OF EMPLOYMENT OR FUNDING

   1. Neither Joy Business nor any Partner gives any guarantee to you of the continued availability of any particular Job Opportunity and they will not be liable to you should a Job Opportunity be filled at any time prior to removal of the Job Opportunity from the Platform.
   2. Whilst Joy Business takes efforts to ensure that Job Opportunities are for actual job vacancies, it gives no guarantee to you that every Job Opportunity represents an actual job vacancy.
   3. In relation to Funding, we only act as an intermediary for the purposes of connecting the Funder with Learners and are not in any way offering funding of our own. The terms of any Funding will be strictly between you and the Funder.
   4. We do not make any representation on the appropriateness of any Funding, nor do we give any financial advice whatsoever.
   5. A notification that your pitch has been accepted does not indicate that employment or funding will be provided. Each Job Opportunity will have a series of additional internal and other human resource requirements (for example, interviews, background checks and reference checks) that will need to be satisfied prior to any Job Opportunities or Funding being formally offered.

8. LIMITATION OF LIABILITY

   You agree that to the maximum extent permitted by law, Joy Business and its directors, officers and employees shall not in any way be liable to you in contract, tort, by statute or otherwise for any loss or damage of any nature arising from Joy Business' provision of the services to you. You undertake that you will not make any claim or exercise any other remedy (including set-off) against Joy Business or its directors, officers and employees relating to or arising directly or indirectly out of or in connection with our provision of the services to you except as expressly provided for in this agreement.

9. VARIATION

   We may from time to time amend, supplement, vary, or replace (amend) the terms of this agreement provided that such amendment does not materially affect your existing rights whereupon you shall be deemed to have agreed to the amended terms. You agree that you shall have been sufficiently notified of any such amendment by publication on our Platform. The amended version of the agreement posted on the Platform shall govern. If you do not accept an amendment, please do not continue to use our services.

10. FORCE MAJEURE

    Joy Business shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (which shall include any delays caused or contributed to during the registration process outlined in this agreement).

11. CONSUMER GUARANTEES ACT 1993

    Nothing in this agreement is intended to avoid the provisions of the New Zealand Consumer Guarantees Act 1993 except to the extent permitted by that Act (or to exclude liability arising under any other statute), if and to the extent that such liability cannot be lawfully excluded, and this agreement shall be modified to the extent necessary to give effect to that intention.

12. GENERAL

    1. This agreement is effective once both parties have signed electronically.
    2. Any unlawful provision in this agreement will be severed, and the remaining provisions enforceable, but only if the severance does not materially affect the purpose of, or frustrate, this agreement.
    3. New Zealand law governs. New Zealand courts have non-exclusive jurisdiction.
    4. We are a New Zealand owned business, and do not deliver any goods. Our services will be delivered in accordance with this Agreement.

PARTIES

1. Joy Business Academy Limited, a company incorporated and registered in New Zealand with company number 4173278 (JBA); and
   Address: 2/8 Osborne Street, Newmarket, Auckland
   Email: james@joybusinessacademy.com
2. A company incorporated and registered in New Zealand (the Employer).

INTRODUCTION

1. JBA operates an online platform available at www.joybusinessacademy.com (the Platform), which aims to help individuals using the Platform (Learners) develop the skills and experiences needed for them to find employment.
2. JBA partners with other entities (Partners) that provide JBA with information about current job opportunities with them. JBA, together with experts and content creators, develops education tools to assist Learners to develop certain skills identified as necessary for these job opportunities.
3. The Employer now wishes to become a Partner of JBA on the terms set out in this agreement. The Employer and JBA shall work together to provide Learners with an opportunity to develop certain skills required by the Employer for employment opportunities it has or may have (from time to time).

TERMS OF THIS AGREEMENT

1. DEFINITIONS AND INTERPRETATION

   1. Definitions

      The following definitions apply in this agreement:

      Associates means persons using the Platform on behalf of the Employer, including the Employer's directors, employees and other agents.

      Business Day means any day (other than a Saturday, Sunday or public holiday, as defined in the Holidays Act 2003) on which registered banks are open for general banking business in Auckland, New Zealand.

      Commencement Date means the date of this agreement.

      Dashboard means the tab labelled "Dashboard" on the Employer's Profile.

      Employer Profile means the online profile relating to the Employer, developed in accordance with clause 6 and listed on the Platform.

      Employment Opportunity means employment opportunities with the Employer from time to time as listed on the Platform.

      Learners has the meaning given to that term in the background section.

      JBA Personnel means JBA's directors, employees and other agents.

      Parties means the parties to this agreement.

      Partners has the meaning given to that term in the background section, being third parties which have entered into a service agreement with JBA and who utilise the Platform as an "employer".

      Period means the period running from the Commencement Date until the agreed end of the payment period.

      Pitch means an online application for an Employment Opportunity created by a Learner and submitted to the Employer.

      Platform has the meaning given to that term in the background section.

      Services means the services offered by JBA pursuant to this agreement.

      Skill Requirements means the skills the Employer requires Learners to possess before they are able to apply for an Employment Opportunity.

      Super User means a person acting on behalf of the Employer who is responsible for setting up and administering the Employer's profile, and the profiles of any of the Employer's Associates.

      Users means all persons using the Platform, in whatever capacity.

   2. Interpretation

      The following rules of interpretation apply in this agreement:

      1. References to the Parties include their respective executors, administrators, successors and permitted assigns.
      2. Headings have been inserted for convenience only and will not affect the interpretation of this agreement.
      3. References to this agreement mean this agreement as amended, varied and/or replaced from time to time.
      4. References to clauses will be construed as references to clauses in this agreement.
      5. References to the words including, include or similar words are not to be construed as implying any limitation and are deemed to have the words without limitation following them.
      6. References to $ are references to New Zealand dollars.
      7. References to time and dates are to New Zealand time and dates.
      8. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this agreement or any part of it.
      9. References to a statute or statutory provision shall include all statutes or statutory provisions amending, consolidating or replacing that statute or statutory provision referred to, and any regulations, codes, orders in council and other instruments issued or made under that statute or statutory provision.
      10. References to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in a visible form (including via email communication).
      11. The introduction to this agreement forms part of this agreement and has the same force and effect as if set out in the body of this agreement, and any references to this agreement will include the introduction.

2. CONDUCT

   1. Employer's conduct on the Platform
      While using the Platform, the Employer will at all times be required to act punctually, constructively and courteously.

3. TERM

   1. Term of the agreement
      This agreement shall continue from the Commencement Date until the earlier of:
      1. the end of the Employment Opportunity Period; or
      2. the time when the agreement is terminated in accordance with clause 12.

4. SERVICES

   1. Services provided by JBA
      During the Period, JBA shall provide the Employer with the services set out in this agreement, including (but not limited to):
      1. assisting the Employer with the creation of the Employer Profile in accordance with clause 6;
      2. working with the Employer to develop learning solutions to satisfy the Employer's Skill Requirements in accordance with clause 8.2;
      3. matching Learners who satisfy the Skill Requirements with the Employer in accordance with clause 9.1; and
      4. working with the Employer and other Partners to discuss any feedback received in accordance with clause 10.3.

5. EMPLOYER PROFILE

   1. Creation of Employer Profile
      From the Commencement Date, the Employer shall create an Employer Profile.
   2. Employer Obligations
      1. The Employer shall proactively update its Employer Profile to ensure it is up-to-date and relevant at all times.

6. SUPER USERS

   1. Employer's Super User
      The Employer shall, at all times, have at least one dedicated Super User.
   2. Super User training and support
      JBA shall provide training and ongoing support for all Super Users for the duration of the Period.

7. OPPORTUNITIES AND EDUCATION REQUIREMENTS

   1. Employment Opportunities
      From the Commencement Date for any Employment Opportunity the Employer shall ensure up to date and relevant information on that opportunity which will include:
      1. an overview of the Employment Opportunity; and
      2. a summary of the Skill Requirements for that Job Opportunity.
   2. Development of learning solutions
      1. From the Commencement Date, JBA shall work with the Employer to:
         1. i. understand the Skill Requirements of the Employer; and
         2. ii. where necessary, develop appropriate learning solutions that will allow Learners to develop the skills to satisfy the Skill Requirements (both initially and on an ongoing basis).
      2. In the event that the Employer requires that Learners possess skills outside of those typically developed by the Platform, the Parties will work together to understand the scope of the development. The Parties will use reasonable endeavours to agree a fair allocation of costs for each development.

8. INTERACTION WITH LEARNERS

   1. Matching Learners with Employment Opportunities
      JBA will provide:
      1. the Employer with the names and profiles of, and the ability to communicate with, Learners that have satisfied the Skill Requirements for any given Employment Opportunity; and
      2. Learners with the ability to contact the Employer through submitting a personal online pitch in relation to an Employment Opportunity, provided that they have satisfied the Skill Requirements.
   2. Engagement with Learners
      1. In the event that one or more Learners proactively engages with the Employer, the Employer shall respond to and engage with those Learners. This engagement may include (but is not limited to) Learners sending, and the Employer responding to, connection requests, chat requests, requests to review work and/or responding to questions asked by Learners.
      2. The Employer is required to review all Pitches received in relation to an Employment Opportunity and provide feedback (by either notifying the Learner that they have advanced through to the next stage of the Employer's process in respect of a Job Opportunity, or by declining the Pitch and completing the relevant feedback questionnaire) so that no Pitch is on the Employer's Dashboard for longer than two Business Days.
      3. At the Employer's sole discretion, in respect of Learners who the Employer has connected with through the Platform, the Employer may, and JBA shall facilitate the Employer's ability to, proactively review Learner outputs across courses of interest and connect with those Learners who they see future potential in. The forms of engagement described in clause 9.2(a), 9.2(b) and 9.2(c) are referred to as an Engagement.
      4. The Employer warrants and represents that it shall only use the Engagement process for lawful and legitimate purposes and must not communicate or disseminate any material unrelated to the Engagement, content that is likely to be offensive to any Learner, or material or data in violation of any law (including data or other material that is protected by copyright or trade secrets which the Employer does not have the right to use).

9. FEEDBACK

   1. Feedback provided by the Employer
      The Employer shall provide feedback on the Platform:
      directly to JBA Personnel through the support@joybusinessacademy.com email to ensure that the Platform remains relevant and adds value for the Employer and all Users.
   2. JBA's obligations in relation to feedback
      JBA will work with the Employer and all other Partners to review and agree any changes to the Platform based on feedback received.

10. ADDITIONAL OBLIGATIONS

    1. Further Employer Obligations
       In addition to the Employer's commitments set out above, the Employer understands that there may be interview/commentary enquiries from the media. The Employer shall, during the Period, be open to responding to such media requests (either with JBA Personnel or external media) to showcase JBA's value both within the Platform and to the wider population.
    2. Further JBA Obligations
       In addition to JBA's commitments set out above, JBA shall, during the Period:
       1. provide training and ongoing support for all Users for the duration of the Period;
       2. facilitate relationships between the Employer and other like-minded Partners within the platform and also other associated and/ or interested parties (for example, schools and/or universities); and
       3. provide opportunities for limited scope marketing about the Employer, the Employment Opportunities and the corporate social responsibility that is occurring through their involvement with the Platform and JBA.

11. TERMINATION

    1. Termination by the Employer
       The Employer may terminate this agreement at the conclusion of any Employment Opportunity posting.
    2. Termination by JBA
       JBA may terminate this agreement acting in its sole discretion and with immediate effect, for a material breach of this agreement by the Employer that has not been remedied within five Business Days of it being notified of such breach.
    3. Effect of termination
       Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12. USE OF INFORMATION

    1. Use of information collected from Learners
       1. The Employer hereby warrants to JBA that it shall ensure any information collected from Learners via the Platform will be kept in the strictest confidence, and shall not be used for any purpose other than the purpose for which it was specifically collected.
       2. The Employer hereby indemnifies JBA for any cost or loss suffered as a result of the Employer's breach of clause 13.1(a).
    2. Effect of Termination
       This clause 13 shall survive the termination of this agreement.

13. OWNERSHIP OF INFORMATION SHARED IN A FORUM OR OTHERWISE ON THE PLATFORM

    1. Use of your content
       At times we will want to use information content and information that you post in the Forum or share on the Platform and share that through social media channels.
    2. Ownership of your content
       You own all of the content and information you post in the Forum or share on the Platform.
    3. Licence
       For content that is covered by intellectual property rights (IP content), you grant JBA a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with the Forum or otherwise on the Platform (Licence).

14. GENERAL PROVISIONS

    1. Entire agreement
       This agreement constitutes the entire agreement and understanding of the Parties relating to the matters dealt with in this agreement and supersedes and extinguishes any previous agreement (whether oral or written) between the Parties in relation to such matters. Nothing in this clause 14.1 operates to limit or exclude any liability for fraud.
    2. Authority and approvals
       The Parties each warrant and represent that:
       1. they have full power and authority to enter into this agreement;
       2. all authorisations and approvals that are necessary or required in connection with the execution of this agreement, and the assumption of rights and obligations under it, have been obtained or effected; and
       3. the execution, delivery and performance of this agreement does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent it from entering into or performing its obligations under this agreement.
    3. Further assurances
       Each Party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this agreement.
    4. No waiver
       No Party will be deemed to have waived any right under this agreement unless the waiver is in writing and signed by that Party. A failure to exercise or delay in exercising any right under this agreement will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in this agreement.
    5. Amendments
       This agreement may not be amended or varied in any way unless such amendment or variation is made by deed and signed by each Party.
    6. Severability
       If any provision of this agreement is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from this agreement and the remaining provisions of this agreement will continue in full force and effect.
    7. Rights and remedies
       Unless otherwise expressly provided in this agreement, the rights and remedies set forth in this agreement are in addition to, and not in limitation of, any other rights and remedies under or relating to this agreement (whether at law or in equity), and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
    8. Counterparts
       This agreement may be executed and delivered in any number of counterparts, including by way of electronic transmission where a Party signs a counterpart and sends it to the other Party by email. All such counterparts, when taken together, shall constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date of this agreement.
    9. Governing law and jurisdiction
       This agreement, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual claims), will be governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to this agreement or its subject matter or formation or the relationships established by it (including non-contractual claims).