ACCEPTANCE OF TERMS
These Terms of Use are legally binding. By accessing Ceventas Services, you confirm that you have read, understood and agreed to these Terms. If you do not agree, you must not access Ceventas Services.
PART A — INTERPRETATION
1. Definitions and Interpretation
1.1 Definitions
The following definitions apply throughout these Terms.
Agreement
means the agreement between the Parties, of which these Terms form a part.
Background IP
means the Intellectual Property of a Party existing prior to the commencement of the Agreement, or subsequently developed by a Party independently of and for purposes unconnected with the Agreement.
Ceventas Services
means the services provided by Ceventas to a User including My Klayo, My Klayo Learner Management, Klayo Workforce Management and Klayo Learning.
Charges
means the fees payable to Ceventas by the Individual User or Customer in consideration of accessing Ceventas Services.
Confidential Information
means information that:
- relates to the business, strategies, personnel, policies, assets, or affairs of a Party and is designated as confidential;
- is provided by one Party to the other in the course of the Agreement; and
- is by its nature confidential or the receiving Party knows, or ought to know, is confidential. Confidential Information does not include information that is in or enters the public domain through no fault of the receiving Party; was disclosed by a third party under no obligation of confidence; or was independently developed by the receiving Party.
Contract IP
means Intellectual Property created by a Party in the course of performing their obligations or exercising their rights under the Agreement.
Course
means any online training module, assessment, or learning pathway made available by Ceventas Services.
Customer
means an organization that enters into an Agreement with Ceventas and is authorized to manage other Users via Ceventas Services.
Individual User
means any person who creates a personal account to access Ceventas Services, whether or not employed by a Customer.
User
means any person accessing Ceventas Services under these Terms.
Intellectual Property
means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright, trademarks, designs, patents, database rights, confidential information, know-how, and inventions, whether or not registered, existing anywhere in the world.
Learning Manager
means an individual authorized by a Customer to manage course enrolments, learner records, and training reporting via Ceventas Services on behalf of that Customer.
My Klayo
means the Ceventas Service available to Individual Users.
Party
means either Ceventas, an Individual User, or the Customer as the context dictates.
Personal Information
has the meaning given in section 6 of the Privacy Act 1988 (Cth).
Privacy Laws
means, to the extent applicable to a Party:
- the Privacy Act 1988 (Cth);
- any data protection legislation of the Commonwealth or a State or Territory of Australia; and
- any applicable law of a foreign jurisdiction to which Ceventas, an Individual User or the Customer, is subject in the course of providing, receiving, or accessing Ceventas Services.
Privacy Policy
means the Ceventas Privacy Policy, accessible at klayo.com/privacy-policy, as updated from time to time.
Skills Passport
means the digital record of professional credentials, qualifications, certifications, and training completions for Individual Users maintained within My Klayo.
Terms
means these Terms of Use, which form part of the Agreement between the Parties.
PART B — SERVICES
2. Service Tiers
2.1 My Klayo
Ceventas makes My Klayo available to Individual Users at both Free (no charge) and Paid subscriptions.
Access to the Free My Klayo subscription includes:
- Use of a personal Skills Passport to store and share professional credentials and certifications
- Access to limited industry-standard aviation job data, including limited job benchmarking and career pathing
- Access to the course catalogue to browse and purchase individual course enrolments
- Automated credential entries for courses completed through Klayo.
Individual Users can upgrade to a paid subscription to unlock additional features and services as indicated within the Klayo platform or on our website at www.klayo.com.
Individual Users may choose to connect their My Klayo account to the Klayo account of a Customer that employs or engages them, subject to the User's My Klayo sharing settings and the Privacy Policy.
In these situations, the Individual User consents to Ceventas sharing their My Klayo data to the Customer's Klayo instance.
2.2 My Klayo Learner Management
My Klayo allows authorized Learning Managers to Group, Track, Manage and Report the completion of courses via My Klayo.
Learner Management includes:
- Enrolment of users into courses
- Progress tracking, completion reporting, and certification management
- Learner management, including the addition and removal of users within the Learner Manager's Group.
- Balance management for pre-purchased enrolment credits
Learner Managers are responsible for ensuring that they use My Klayo in accordance with these Terms and that all enrolments are managed by authorized personnel.
2.3 Klayo Workforce Management
The Klayo Workforce Management Service is available to Customers under a paid subscription.
The Customer is responsible for authorizing users who have access to Workforce Management features and for ensuring that all workforce data entered into the platform is accurate and maintained.
3. Duration of Access
My Klayo and Klayo will be available to Individual Users and Customers;
- For the duration of any applicable free trial period;
- Subject to the Individual User or Customer electing to continue beyond the free trial, for the term agreed between the Individual User or Customer and Ceventas,
- For Individual Users accessing My Klayo, on an ongoing basis unless access is suspended or terminated in accordance with these Terms.
Access to My Klayo remains active subject to a Party's right of termination in accordance with clause 15.
PART C — LEARNING AND COURSE TERMS
4. Course Enrolment and Access
4.1 Enrolments
Course enrolments may be purchased by a User for themselves or others.
Unless otherwise agreed by Ceventas, the following conditions apply to all enrolments:
- Enrolment fees are payable in advance and enrolments are activated upon receipt of payment.
- Each user account must be for a named individual and may only be used by one person.
- Once assigned to a user, a course must be completed within 12 months of the enrolment date. A course may be revisited at any time within this period.
- Upon successful completion of all required assessments, each user will be issued a Certificate of Completion.
4.2 Service Availability
Ceventas will use reasonable endeavors to maintain Service availability.
However, Ceventas Services operate over the internet, which Ceventas does not own or control, and Ceventas cannot guarantee uninterrupted access at all times.
Ceventas reserves the right to withdraw any Service from availability for maintenance, quality assurance, or update purposes, with reasonable notice where practicable.
4.3 Login Credentials
The security of each user’s login credentials including passwords is the sole responsibility of that user.
Ceventas is entitled to assume that any person accessing Ceventas Services using a valid set of credentials is authorized to do so.
4.4 System Requirements
Users are responsible for providing their own compatible device and internet connection sufficient to access the Ceventas Services.
5. Refund Policy
Charges for paid Ceventas Services are non-refundable and non-transferable except where a Ceventas Service fails to operate correctly due to a platform error that Ceventas is unable to rectify or, in some circumstances, where required by law.
Course enrolment fees are non-refundable and non-transferable once a course has been assigned to an end user, except where a course fails to initiate or complete correctly due to an error that Ceventas is unable to rectify.
Requests for refunds must be submitted to Ceventas in writing within 30 days of the enrolment and/or subscription date, save that this time limit will not apply in circumstances where a right to refund arises under prevailing consumer protection law.
6. Pricing
Ceventas Service and Course enrolment fees are published within the My Klayo and Klayo applications and on the Klayo website or available upon request to Ceventas.
Ceventas reserves the right to review and update Ceventas Service pricing as required.
A User is not required to continue with the Ceventas Service if it disagrees with an increase to the Charges introduced following the commencement of the service.
7. Training Records and Data Sharing
By using the Ceventas Services, Users acknowledge and agree that:
- Their employer, Learning Manager, or the organization at which they work may have access to their training records, including courses enrolled, completion status, enrolment and completion dates, and assessment results, where the user is enrolled under a Customer account.
- Credentials and training completions recorded in their Skills Passport may be made visible to third parties, including prospective employers or partner organizations, subject to the User activating their sharing settings within their My Klayo profile.
- Ceventas may use anonymized and aggregated training data to produce industry insights, benchmarking reports, and platform analytics, in accordance with the Privacy Policy.
PART D — KLAYO WORKFORCE MANAGEMENT TERMS
8. Customer Responsibilities
Customers accessing the Ceventas Services are responsible for:
- Authorizing Users and ensuring that authorization remains current;
- Ensuring that authorized Users utilize the Ceventas Services in accordance with the obligations set out in these Terms;
PART E — GENERAL PROVISIONS
9 Charges and Payment
9.1 Payment Obligation
Access to paid Ceventas Services is conditional upon payment of the applicable Charges.
Ceventas reserves the right to suspend or terminate access to paid features in the event of non-payment.
9.2 Disputed Invoices
In the event of a disputed invoice, the Individual User or Customer must pay the undisputed portion while the dispute over the balance is being resolved.
10. Confidentiality
10.1 Use and Disclosure
A Party that receives Confidential Information from the other Party must not:
(a) use any Confidential Information except to the extent necessary to exercise its rights and perform its obligations under the Agreement; or
(b) disclose any Confidential Information except as permitted under clauses 10.2 or 10.3.
10.2 Disclosures to Personnel and Advisers
A Party may disclose Confidential Information to its officers, employees, agents, contractors, or professional advisers where the disclosure is necessary to perform its obligations or exercise its rights under the Agreement, provided that the recipient is bound by equivalent confidentiality obligations.
10.3 Disclosures Required by Law
A Party may disclose Confidential Information that it is required to disclose:
(a) by law or by order of any court or tribunal of competent jurisdiction; or
(b) by any government agency, stock exchange, or regulatory body. Where practicable, the disclosing Party will provide advance notice to the other Party prior to making such disclosure.
11. Privacy
11.1 Compliance
Each Party agrees to comply with Privacy Laws to the extent it collects, uses, stores, or accesses Personal Information in the course of providing or receiving the Ceventas Services.
By accepting these Terms, Users and Customers consent to the terms of the Ceventas Privacy Policy.
11.2 Security of Data
Ceventas undertakes to use reasonable steps to protect Personal Information from misuse, interference, loss, and unauthorized access, modification, or disclosure.
Ceventas will implement and maintain appropriate security mechanisms and procedures to prevent unauthorized access to user data.
The Individual User and Customer acknowledges that data transmitted over the internet may not be fully secure, and Ceventas cannot guarantee the security of data in transit.
11.3 Mandatory Data Breach Notification
In the event of an actual or suspected data breach, which comes to the attention of a User, Individual User or Customer, the User, Individual User or Customer must:
- Immediately notify Ceventas upon becoming aware of any unauthorized access to or disclosure of Personal Information under its control, including an assessment of whether the breach may result in serious harm;
- Comply with any directive from Ceventas as to which Party will discharge any statutory reporting obligation;
- Cooperate with Ceventas in conducting a reasonable and expeditious assessment of the breach; and
- Ensure compliance with all mandatory data breach reporting obligations arising from the breach.
12. Intellectual Property
12.1 Ownership
Nothing in these Terms transfers any right, title, or interest in any Background IP to the other Party.
Ceventas retains all right, title, and interest in and to all Ceventas products and services including, My Klayo, Klayo Workforce Management, Klayo Intelligence, all Course content, and all Background IP.
12.2 Contract IP
Contract IP vests in Ceventas Pty Ltd immediately upon creation. The Customer absolutely and unconditionally assigns to Ceventas Pty Ltd all right, title, and interest in any Contract IP, free of encumbrances.
12.3 License to utilize Ceventas Services
Ceventas grants each User, Individual Users and Customers that accesses Ceventas Services under these Terms a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, and revocable license for the term of the Agreement to use the Intellectual Property of Ceventas solely to the extent necessary to derive the full benefit of the Ceventas Services.
12.4 Course Content
All course content, materials, assessments, video, audio, and interactive elements accessible through the Ceventas Services are protected under applicable intellectual property laws and remain the property of Ceventas, or their respective licensors.
Users, Individual Users and Customers must not reproduce, modify, transmit, redistribute, or publicly display any content provided by the Ceventas Services outside of the authorized use described in these Terms without express written permission from Ceventas.
13. Disclaimer
To the extent permitted by law, Ceventas provides the Ceventas Services “as is” without express or implied warranty of any kind.
Any condition or warranty that would otherwise be implied is excluded to the fullest extent permitted by applicable law.
Use of Ceventas Services is at the User’s, Individual User's and Customer's own risk. This disclaimer does not affect any statutory rights a User, Individual User or Customer may have as a consumer.
14. Limitation of Liability
To the extent permitted by law, Ceventas, its officers, directors, employees, and licensors will not be liable for any loss of any kind - whether direct, indirect, incidental, or consequential - arising out of access to, use of, or reliance upon the Ceventas Services, its content, or any linked service.
This limitation does not apply to liability that cannot be excluded under applicable law.
15. Termination
15.1 Termination by Ceventas
Ceventas may terminate the Agreement or suspend access to the Ceventas Services immediately by written notice if the:
- Individual User or Customer is in material breach of these Terms and such breach is not rectified within 20 Business Days of written notification by Ceventas; or
- Individual User or Customer becomes, threatens, or resolves to become, or is in jeopardy of becoming, subject to any form of insolvency administration.
15.2 Termination by the Individual User or Customer
An Individual User or Customer may terminate a paid subscription by providing written notice to Ceventas in accordance with the notice period specified in the applicable order form or subscription agreement.
Subject to any statutory right to the contrary, termination pursuant to this clause does not entitle the Individual User or Customer to a refund of prepaid Charges.
15.3 Effect of Termination
Upon termination or expiry of the Agreement:
(a) Access to all paid Ceventas Services will cease.
(b) Subject to clause 15.1, Users accessing free Ceventas Services will retain continued access to these services in accordance with these Terms.
15.4 Expiry
Subject to clause 15.1, the Agreement expires at the conclusion of the fixed term agreed between the Parties.
16. Modifications to These Terms
Ceventas may update or modify these Terms at any time.
Material changes may be notified to Individual Users and Customers via the Klayo website, My Klayo, Klayo or by email.
Continued use of the Ceventas Services following the effective date of any update constitutes acceptance of the revised Terms.
17. Assignment and Novation
- An Individual User or Customer may only assign its rights under the Agreement with the prior written consent of Ceventas.
- Ceventas may novate or assign the Agreement to a corporate entity upon prior written notice to the relevant Customer, and the relevant Customer must provide such cooperation as is reasonably necessary to achieve this result.
18. Variation
These Terms and any other document forming part of the Agreement may only be varied in writing signed by both Parties, except as provided in clause 16 with respect to the right of Ceventas to modify these Terms.
19. Notices
A notice, consent, or communication under these Terms is only effective if it is in writing and sent by email.
Notices are regarded as received upon confirmation of receipt by the addressee.
20. Precedence and Severance
20.1 Order of Precedence
In the event of inconsistency, the documents comprising the Agreement will be read in the following order:
(a) these Terms;
(b) any other document or data forming part of the Agreement.
20.2 Severance
Where any conflict occurs between the provisions contained in two or more of the documents forming the Agreement, the document lower in the order of precedence will where possible be read down to resolve such conflict.
If the conflict remains incapable of resolution by reading down, the conflicting provisions will be severed from the document lower in the order of precedence without otherwise diminishing the enforceability of the remaining provisions of that document.
21. Customer Responsibility for Users
The Customer enters this Agreement on behalf of each User. It is the Customer's responsibility to ensure compliance by each User with its obligations under this Agreement.
22. Governing Law
(a) These Terms and the Agreement are governed by the laws of the State of Victoria, Australia.
(b) Each Party submits to the non-exclusive jurisdiction of the courts of Victoria and any court that may hear appeals from any of those courts, for any proceedings in connection with the Agreement, and waives any right it might have to claim that those courts are an inconvenient forum.
23. Survival
The following clauses survive expiry or termination of the Agreement: clause 1 (Interpretation), clause 10 (Confidentiality), clause 11 (Privacy), clause 12 (Intellectual Property), clause 14 (Limitation of Liability), clause 18 (Variation), clause 10 (Notices), clause 20 (Precedence and Severance), clause 22 (Governing Law), and this clause 23.