Terms of Service & Consulting Agreement

This Agreement is entered into between Zenith Creative Solutions Pty Ltd (ACN 698 843 471), trading as Core Education Design ("Consultant", "We", "Us"), and the engaging School, Institution, Educational Organisation, or Educational Executive ("Client", "You").

Core Education Design provides educational systems architecture, consulting, advisory services, implementation support, and professional learning.

Services may include, but are not limited to:

• diagnostic reviews and audits
• LMS implementation strategy and architecture, including Canvas and comparable platforms
• LMS implementation and configuration
• Mastery Learning frameworks
• AI integration strategy and governance
• curriculum and assessment design
• educational structures and organisational strategy
• reporting and data visualisation frameworks
• dashboard and automation development
• API integrations and workflow design
• development of bespoke AI applications, including custom GPTs, Gemini Gems, and similar tools designed to support curriculum development and educational systems design
• professional learning and executive advisory services

The Consultant provides advisory, implementation support, and design services only and does not provide, host, or sell software platforms.

Specific deliverables, timelines, assumptions, exclusions, dependencies, and project scope shall be outlined within the applicable Statement of Work ("SoW"), proposal, quotation, or engagement documentation, which forms part of this Agreement.

Independent Status

The Consultant operates strictly as an independent contractor.

The Client acknowledges that the Consultant's Principal Advisor may concurrently hold employment within a public education system, including the NSW Department of Education or other educational organisations.

Services delivered under this Agreement are provided exclusively in the capacity of an independent third-party business entity and do not constitute official advice, directives, recommendations, or policy positions of any government department, employer, or educational authority.

Use of Subcontractors

The Consultant reserves the right to engage appropriately qualified subcontractors, including software developers, technical architects, designers, AI specialists, or other consultants where required to support project delivery.

The Consultant remains responsible for the quality and standard of services delivered by any subcontractor engaged under this Agreement.

Non-Solicitation

The Client agrees not to directly engage, employ, or contract any subcontractor or specialist introduced through the Consultant for a period of twelve (12) months following completion or termination of the engagement without the Consultant's prior written consent.

All services, frameworks, recommendations, and AI-integrated tools provided by the Consultant are advisory in nature.

Implementation Responsibility

The Client's Principal, Executive Team, and staff retain ultimate responsibility for decisions regarding implementation, governance, policy compliance, educational practice, operational execution, and regulatory obligations within their specific context.

No Guarantee of Outcomes

The Consultant makes no guarantees regarding:

• academic outcomes
• student performance
• staff performance
• compliance outcomes
• operational efficiencies
• funding outcomes
• regulatory approvals
• implementation success
• technology adoption outcomes

Educational outcomes are influenced by numerous contextual variables beyond the Consultant's control.

Limitation of Liability

To the maximum extent permitted by Australian law, Zenith Creative Solutions Pty Ltd shall not be liable for any indirect, consequential, incidental, exemplary, special, or punitive damages arising from or connected with the services provided under this Agreement.

The Consultant's total aggregate liability arising under this Agreement shall not exceed the total fees paid by the Client for the specific services giving rise to the claim.

Client-Owned Assets

The Client retains exclusive ownership of:

• their LMS instance and associated environments
• curriculum resources
• teaching materials
• assessment content
• school-developed workflows
• policies
• school-specific documentation
• data generated within the Client's systems
• resources created directly by the Client's staff

Consultant Intellectual Property

The Consultant retains full ownership of:

• consulting methodologies
• implementation frameworks
• system architectures
• templates
• automation workflows
• prompts
• prompt engineering methodologies
• bespoke AI application architecture
• AI system designs
• proprietary documentation
• reusable code libraries
• deployment methodologies
• intellectual property developed independently by the Consultant

Unless otherwise agreed in writing, no transfer of ownership of Consultant intellectual property occurs through the provision of consulting services.

Work-for-Hire Deliverables

Where the Consultant undertakes implementation work directly within the Client's LMS or digital ecosystem, including but not limited to:

• course builds
• outcomes structures
• assessment frameworks
• automation configurations
• dashboard implementations
• reporting structures
• API integrations
• workflow design
• learning resources
• school-specific system configurations

The resulting configured environment and deliverables shall become the property of the Client upon payment in full.

However, ownership of any underlying methodologies, templates, frameworks, code libraries, reusable automations, prompts, or intellectual property used to create those deliverables shall remain with the Consultant.

Nothing in this Agreement grants the Client ownership of the Consultant's underlying intellectual property merely because it has been applied within the Client's environment.

School Licensing of Bespoke AI Applications

Where the Consultant provides access to bespoke AI applications, custom GPTs, Gemini Gems, or similar systems, access is licensed to the Client institution as a whole rather than to individual staff members.

The licence granted is:

• non-exclusive
• non-transferable
• revocable upon termination of the applicable agreement
• limited to internal educational and operational use by the Client institution

The Client may permit access to employees, contractors, and authorised representatives acting on behalf of the institution during the term of the licence.

The Client may not:

• resell the applications
• distribute the applications externally
• duplicate the applications for other institutions
• reverse engineer proprietary architecture or prompts
• provide access to third parties without written approval

Access and Subscription Requirements

Access to bespoke AI applications developed by the Consultant may require the Client institution or individual staff members to maintain active subscriptions with third-party platform providers including, but not limited to:

• OpenAI
• Google
• Anthropic
• Microsoft
• other third-party AI vendors

The Consultant does not provide, resell, or include these subscriptions as part of consulting engagements.

Access Duration

Access to bespoke AI applications shall be provided for the duration specified within the applicable Statement of Work or licensing agreement.

Following completion or termination of the engagement, access may be withdrawn unless ongoing licensing, support, maintenance, or subscription arrangements are established under a separate agreement.

No Processing of Student Data

The Consultant's services and bespoke AI tools are designed exclusively for curriculum development, systems design, professional learning, and educational planning purposes.

The Consultant does not collect, store, host, process, or retain raw student Personally Identifiable Information (PII), including but not limited to:

• student names
• grades
• disability information
• wellbeing records
• medical information
• behavioural records
• NCCD information
• attendance information

Client Responsibility

The Client remains solely responsible for ensuring compliance with all applicable privacy legislation, education-sector requirements, and internal governance frameworks.

This includes, but is not limited to:

• Privacy Act 1988 (Cth)
• Australian Privacy Principles
• state and territory privacy legislation
• Department or System privacy requirements
• school-specific privacy policies and procedures

The Client agrees to implement and enforce appropriate acceptable use practices for staff utilising AI tools or platforms associated with the Consultant's services.

Prohibited Data Entry

The Client agrees that staff shall not enter student personally identifiable information, sensitive personal information, confidential records, or restricted information into third-party AI platforms unless explicitly authorised under the Client's own governance arrangements and privacy frameworks.

The Consultant accepts no responsibility or liability for privacy breaches resulting from the actions of the Client or its staff.

Both parties agree to maintain the confidentiality of all non-public, confidential, commercially sensitive, strategic, educational, operational, and technical information disclosed during the course of the engagement.

Confidential information shall only be used for purposes directly related to the delivery or receipt of services under this Agreement.

This obligation survives termination of the Agreement.

This clause does not apply to information that:

• is publicly available through no breach of this Agreement
• was lawfully known prior to disclosure
• is independently developed without reference to confidential information
• is required to be disclosed by law

The Consultant's services may rely upon or integrate with third-party platforms, software vendors, APIs, or cloud services.

These may include, but are not limited to:

• Canvas
• OpenAI
• Google
• Microsoft
• Sentral
• Instructure
• third-party API providers

The Consultant accepts no responsibility for:

• platform outages
• API failures
• pricing changes
• functionality changes
• service interruptions
• vendor policy changes
• discontinued services
• security incidents occurring within third-party systems

Such events shall not constitute a breach of this Agreement by the Consultant.

The Client agrees to indemnify and hold harmless the Consultant, its directors, employees, contractors, and subcontractors against claims, losses, liabilities, damages, costs, and expenses arising directly or indirectly from:

• misuse of AI platforms by the Client or its staff
• privacy breaches caused by the Client
• unauthorised use of Consultant intellectual property
• use of Consultant advice outside its intended educational context
• implementation decisions made independently by the Client
• breaches of law, policy, or regulation by the Client or its employees

Fees and Invoicing

Fees shall be charged in accordance with the applicable Statement of Work or proposal.

Invoices are payable within fourteen (14) calendar days of issue unless otherwise agreed in writing.

Late Payments

The Consultant reserves the right to suspend ongoing work where invoices remain unpaid beyond fourteen (14) days.

The Client shall be responsible for reasonable costs associated with recovering overdue amounts.

Termination

Either party may terminate the Agreement by providing fourteen (14) days written notice.

Upon termination, all completed work and outstanding invoices become immediately payable.

Cancellation and Project Closure

Where a project is terminated prior to completion, the Client shall be billed only for:

• consulting hours completed
• design work undertaken
• resources developed
• subcontractor expenses incurred
• committed project costs incurred prior to cancellation

Work completed shall be charged at the Consultant's standard hourly consulting rate unless otherwise specified in writing.

The Consultant provides educational and strategic consulting services only.

The Consultant does not provide:

• legal advice
• financial advice
• accounting advice
• regulatory advice
• employment advice
• industrial relations advice
• formal compliance certification

The Client should obtain independent professional advice where required.

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.

Such circumstances include, but are not limited to:

• natural disasters
• cyber incidents
• internet outages
• industrial disputes
• government restrictions
• pandemics
• acts of terrorism
• failures of third-party software platforms
• failures of AI providers
• cloud service interruptions

Affected obligations shall be suspended for the duration of the event.

In the event of a dispute arising under this Agreement, both parties agree to first attempt resolution through good faith negotiation.

Where resolution cannot be achieved through negotiation, the parties agree to participate in mediation prior to commencing litigation, except where urgent injunctive relief is required.

This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.

The parties submit to the exclusive jurisdiction of the courts of New South Wales.

This Agreement, together with any applicable Statement of Work, proposal, quotation, or engagement documentation, constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, representations, and agreements relating to the engagement.

Unless otherwise agreed in writing, the Consultant may reference the existence of the engagement and the broad category of services delivered for marketing, capability statements, portfolio examples, award submissions, conference presentations, and business development activities.

The Consultant shall not disclose confidential information, student information, commercially sensitive information, or identifiable school data without the Client's prior written consent.

The Client may request anonymity in writing, in which case the Consultant agrees to refer to the engagement only in de-identified or generalised terms.