LearniQ Education – White‑Label CRM + LMS + Ready‑Made Course Library Agreement

This White‑Label Agreement ("Agreement") is entered into between LearniQ Education (Pty) Ltd ("LearniQ," "we," "our," or "us") and [Partner Legal Name] ("Partner," "you," or "your") (each a "Party" and, together, the "Parties"). The partner consents to this agreement by executing an order form or using the white-label services in any other way.

1. Purpose & Overview

LearniQ provides an integrated Customer Relationship Management (CRM) platform, Learning Management System (LMS), and a catalogue of ready‑made digital courses (collectively, the "Services"). LearniQ grants Partner a limited right to re‑brand the Services (the "White‑Label Solution") for delivery to Partner’s end users subject to the terms herein.

2. Definitions

• AI Tutor—the conversational artificial‑intelligence feature that guides learners through course content and related topics.

• "Brand "Assets"—LearniQ trade names, trademarks, service marks, logos, and other identifiers.

• "Confidential Information"—all "non‑public information disclosed by one party to the other that is designated confidential or would reasonably be understood as confidential.

• "Content"—all "videos, slides, quizzes, text, graphics, audio, and other learning materials provided by LearniQ.

• "Documentation"—user "guides, technical manuals, and onboarding materials supplied by LearniQ.

• "End User"—an "individual who accesses the White‑Label Solution via Partner.

• "Order Form"—a "mutually signed document detailing commercial terms (e.g., subscription tier, user limits, fees).

3. Grant of License & White‑Label Rights

3.1 Platform License

LearniQ grants Partner a non‑exclusive, non‑transferable, revocable license to:

• Access and use the CRM, LMS, AI Tutor, and associated APIs in accordance with this Agreement;

• Re‑brand the user interface with the partner’s trademarks, color palette, and domain (subject to Section 3.2);

• Provide access to end users solely for their internal educational purposes.

3.2 Branding Rules

Partner may replace LearniQ Brand Assets with Partner branding, provided that Partner:

• Maintains "Powered by LearniQ" attribution (minimum 10 pt font) in the platform footer;

• Does not register or attempt to enforce any mark confusingly similar to LearniQ marks;

• Submits all mock‑ups to LearniQ for written approval (email suffices) prior to launch.

3.3 Course Content License

LearniQ grants the partner and its end users a limited, worldwide, non-sublicensable license to stream and display the content within the white-label solution. The partner may not download, modify, redistribute, or sell the content outside the solution without LearniQ’s prior written consent.

4. Scope of Services

4.1 CRM Module

Functionality includes contact management, pipeline tracking, email automation, and analytics. The partner is responsible for ensuring marketing communications comply with spam and privacy laws (POPIA, CAN‑SPAM, GDPR, etc.).

4.2 LMS Module

Features include course registration, progress tracking, assessments, certificates, and reporting dashboards. Partner may upload its own courses, subject to Section 5 (IP).

4.3 Ready‑Made Courses

LearniQ’s catalogue covers business, technology, and personal development topics. LearniQ updates courses at least semi‑annually. The partner will receive notifications of major updates and may choose whether to adopt updated versions.

4.4 AI Tutor

The AI Tutor uses large language models to provide explanations and study guidance. Partner acknowledges that (a) AI responses are generated algorithmically and may occasionally be inaccurate, and (b) End Users should verify AI‑generated information before relying on it.

5. Intellectual Property & Ownership

• Except for the licenses expressly granted herein, LearniQ retains all right, title, and interest in the Services, Content, Brand Assets, and Documentation.

• Partner retains all IP rights in any original content it uploads ("Partner Content"). Partner grants LearniQ a license to host and display Partner Content solely to provide the Services.

• Feedback. The partner may provide suggestions; LearniQ may incorporate them without obligation.

6. Data Protection & Privacy

6.1 Data Controller / Processor. Partner acts as the data controller of End‑User Personal Data; LearniQ acts as the data processor, processing data on Partner’s instructions as described in the Data Processing Addendum ("DPA").

6.2 Compliance. Each party will comply with applicable data‑protection laws, including the Protection of Personal Information Act, 2013 (POPIA), the EU/UK GDPR, and any other local regulations.

6.3 Security. LearniQ maintains reasonable administrative, technical, and physical safeguards (ISO 27001‑aligned). Partner must promptly notify LearniQ of any suspected breach.

6.4 Data Subject Requests. LearniQ will assist the partner in fulfilling requests from data subjects (access, erasure, etc.).

7. Fees, Invoicing & Taxes

• Each order form outlines the fees.

• Invoices are issued monthly in advance and payable within 30 days.

• Late payments accrue interest at 2% per month or the maximum rate permitted by law.

• All fees are exclusive of VAT and other applicable taxes, which Partner is responsible for paying.

• Suspension & Reconnection: If the Partner fails to pay any two invoices when due (whether consecutive or not), LearniQ may suspend the Services and take the Partner‑branded site(s) offline until all overdue amounts and a non‑refundable reconnection fee of USD 50 (or local currency equivalent) are paid in full.

8. Support, Maintenance & Service Levels

• LearniQ provides email support 08:00–18:00 SAST Monday‑Friday, excluding South African public holidays.

• SLA: 99.5% monthly uptime. Outage credits are calculated as 5% of the monthly fee for every 0.5% below the SLA, with a maximum cap of 50%.

• We will notify you of scheduled maintenance at least 48 hours in advance, with a maximum duration of 4 hours per month.

9. Partner Obligations & Acceptable Use

Partner will:

• Ensure End Users accept an End‑User Licence Agreement (EULA) materially consistent with this Agreement;

• Use the Services only for lawful purposes and not:

  • infringe third‑party rights,

  • upload malicious code,

  • engage in harassment, hate speech, or illegal activity.

• Maintain accurate contact and billing information.

10. Confidentiality

Each party will protect the other’s confidential information with the same degree of care it uses to protect its own (but not less than reasonable), and it will use it only to fulfil its obligations under this agreement.

11. Warranties & Disclaimer

11.1 Mutual Warranties. Each party warrants that they have the authority to enter into this agreement.

11.2 LearniQ Limited Warranty. LearniQ warrants that the services will be performed materially in accordance with the documentation. If LearniQ breaches this warranty, Partner’s exclusive remedy is for LearniQ to use reasonable efforts to correct the defects.

11.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.

12. Indemnification

12.1 By LearniQ. LearniQ will protect Partner from claims by others that the Services violate IP rights and will cover any damages and costs that are awarded, as long as Partner: (a) quickly informs LearniQ; (b) lets LearniQ handle the defence; and (c) works together with them.

12.2 By Partner. Partner will defend LearniQ from third‑party claims arising from (a) Partner Content, (b) Partner’s violation of law or this Agreement, or (c) use of the Services in combination with non‑LearniQ products.

13. Limitation of Liability

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

• EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER TO LEARNIQ IN THE 12 MONTHS PRECEDING THE CLAIM.

• These limitations do not apply to liability for (a) death or personal injury caused by negligence, (b) fraud, or (c) wilful misconduct.

14. Term & Termination

14.1 Term. This Agreement commences on the Effective Date and continues for the Subscription Term defined in the Order Form, renewing automatically for successive 12‑month periods unless either Party gives 60 days’ written notice.

14.2 Termination for Cause. Either party may terminate if the other: (a) materially breaches and fails to cure within 30 days, or (b) becomes insolvent or enters liquidation.

15. Effect of Termination

• All licenses immediately cease.

• LearniQ will make Partner Data available for download for 30 days after termination.

• Sections 5, 6, 10–13, 15, and 17–22 survive termination.

16. Audit Rights

With 10 business days’ notice, LearniQ may audit Partner’s use of the Services to verify compliance.

17. Governing Law & Dispute Resolution

• Governing Law: Laws of the Republic of South Africa, without regard to conflict‑of‑laws rules.

• Dispute Resolution: The parties will seek to resolve disputes amicably. Failing that, disputes will be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). The seat of arbitration is Johannesburg; proceedings will be in English.

18. Force Majeure

Neither party is liable for delay or failure due to events beyond its reasonable control (e.g., natural disasters, power failure, civil unrest), provided the affected party promptly notifies the other.

19. Assignment

Partner may not assign or transfer this Agreement without LearniQ’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

20. Modifications to the Agreement or Services

LearniQ may update this Agreement or the Services on 30 days’ written notice. Continued use after the effective date constitutes acceptance. If Partner objects, Partner may terminate within the notice period and receive a pro‑rated refund.

21. Notices

Notices must be in writing and sent by email or courier to the addresses specified on the order form.

22. Entire Agreement & Severability

This Agreement, together with the Order Form and DPA, constitutes the entire agreement between the Parties and supersedes prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect.