Zorentia Product Studio Pty Ltd
ABN 86 688 343 482
Version: 2026-09-05-v1
Last updated: 5 September 2026
Effective: when accepted by the Institution in connection with an Order
This Institutional Agreement (Agreement) is between Zorentia Product Studio Pty Ltd (ABN 86 688 343 482) (Zorentia) and the school, university or other organisation identified in the applicable order, checkout or account record (Institution).
The individual accepting this Agreement for the Institution confirms that they are authorised to bind the Institution.
1. Agreement structure
The agreement between the parties consists of:
- the applicable order, checkout, seat request or other commercial record (Order);
- this Institutional Agreement;
- the Institutional Data & Privacy Schedule;
- the Acceptable Use Policy; and
- any other document expressly incorporated into the Order.
If there is an inconsistency, the Order prevails for commercial details expressly stated in it, followed by this Agreement, the Institutional Data & Privacy Schedule and the Acceptable Use Policy, unless the relevant document expressly states otherwise.
2. Service
Zorentia will provide the Institution and its authorised users access to the Zorentia Service described in the Order, subject to this Agreement.
The Service is designed to help users plan, build, understand, review and launch software projects. Zorentia may provide AI-assisted planning, generated code or technical outputs, project-management tools, public-by-link project pages, research feedback tools and security analysis.
Unless expressly agreed in an Order, Zorentia is not a learning-management system, student-information system or formal academic assessment platform.
3. Authorised users and minimum age
The Institution may provision authorised users in accordance with the purchased seats or access model.
The Service has a minimum user age of 13. The Institution must not knowingly provision a person under 13 without Zorentia's prior written agreement and an appropriate lawful arrangement.
Institution provisioning is designed to require student email, role and optional cohort information rather than student names or dates of birth.
4. Institution responsibilities
The Institution must:
- provide accurate account and billing information;
- ensure the person accepting this Agreement has authority to do so;
- provision only users the Institution is authorised to provision;
- provide notices or obtain permissions required for the Institution to provide student email addresses and use Zorentia in its context;
- use institution administration features only for legitimate educational and administrative purposes;
- take reasonable steps to protect administrator credentials; and
- comply with applicable law and the Acceptable Use Policy.
These responsibilities do not transfer or exclude privacy, security or legal obligations that apply directly to Zorentia.
5. Student accounts and administration
Each institution-provisioned user has an individual Zorentia account and membership relationship with the Institution.
Authorised Institution administrators may receive limited administrative information such as:
- student email;
- cohort;
- access status;
- recent login or activity;
- current milestone/stage;
- engagement status; and
- credit usage or allowance.
The Institution administration interface does not, merely because a person is an administrator, provide access to student raw prompts, private project ideas, generated code, private project content, research observations or private feedback content.
Zorentia may change administrative reporting where reasonably necessary to improve the Service, provided changes remain consistent with this Agreement, applicable law and reasonable student-privacy expectations.
6. Student work and intellectual property
As between Zorentia and the Institution, Zorentia does not claim ownership of student project content merely because it is created or stored using the Service.
Any ownership or assessment arrangement between an Institution and its student is governed by the Institution's own policies, agreements and applicable law.
To the extent Zorentia has transferable rights in AI-generated output created specifically for an authorised user, Zorentia's user-facing Terms address assignment of those rights, subject to third-party licences and the limitations of AI-generated material.
7. AI and generated outputs
The Institution acknowledges that AI-generated and automated outputs may be inaccurate, incomplete, insecure, non-unique or unsuitable for a particular purpose.
The Institution is responsible for deciding how the Service is used in teaching and assessment. Zorentia's milestone, engagement and pitch-quality indicators are administrative or product indicators and are not Zorentia-issued academic grades or competency determinations.
The Institution and authorised users should independently review and test generated software before deployment or reliance.
8. Public project pages and feedback
Projects are private by default. An authorised user must deliberately publish a project page before it becomes accessible by direct public link.
Zorentia does not provide a public Explore feed or public directory of student projects. Published pages use technical controls intended to discourage search-engine indexing, but public content can still be copied or shared by third parties.
Public landing-page feedback is designed to be anonymous and does not provide respondent names, emails or phone numbers to the student project owner.
Zorentia may provide reporting and moderation mechanisms and may unpublish content where reasonably necessary for safety, privacy, security, legal or platform-abuse reasons.
9. Research invitations
Where the Service permits a user to send direct research invitations, the user must provide the recipient's email and confirm that the recipient agreed to be contacted for that research.
The Institution must not direct or encourage users to use the feature for unsolicited marketing, purchased lists, scraping or spam.
10. Fees, seats and credits
The Institution will pay the fees stated in the Order.
Seat quantities, usage allowances, credits, billing periods, renewal dates and any expiry/reset rules are those shown in the applicable Order or product configuration.
Credits are service units only and are not currency or redeemable for cash.
Unless an Order states otherwise, unused fees or credits are not refundable merely because the Institution or an authorised user does not fully use the Service, subject always to rights and remedies that cannot be excluded by law.
11. Payment and taxes
Payments may be processed through Square or another payment method agreed in the Order.
Fees are exclusive of taxes unless the Order states otherwise. Each party is responsible for taxes it is legally required to pay, and Zorentia may add GST where applicable.
12. Term, renewal and cancellation
This Agreement starts when the Institution validly accepts it and continues for the Order term.
Renewal and cancellation are governed by the Order. If the Order does not specify renewal, the parties may agree a further term separately.
On expiry or termination:
- institution-funded access and credits may end;
- Institution administrator access may cease;
- student accounts and student-created projects are not automatically destroyed merely because institutional funding ends; and
- data deletion or offboarding will occur as described in the Data & Privacy Schedule and applicable account rules.
13. Suspension
Zorentia may suspend Institution or user access where reasonably necessary because of:
- non-payment;
- a material breach that is not remedied after reasonable notice;
- a serious security, fraud, abuse or safety risk;
- misuse of research invitation or public-publishing features; or
- a legal or regulatory requirement.
Where practicable, Zorentia will provide notice and an opportunity to remedy. Immediate action may be necessary for serious risks.
14. Privacy and security
Each party will comply with privacy and data-protection obligations that apply to it.
The Institutional Data & Privacy Schedule describes the categories of information processed through the Service, security practices, subprocessors, retention, student administration and deletion.
Zorentia will maintain reasonable technical and organisational safeguards appropriate to the Service and the information it holds.
15. Security incidents
If Zorentia confirms a material security incident affecting Institution personal information, Zorentia will notify the Institution without undue delay where notification is reasonably necessary, subject to legitimate security, legal or law-enforcement constraints.
The parties will reasonably cooperate in assessing notification obligations that apply to them. Neither party is required to make a notification that is not required by law or otherwise appropriate in the circumstances.
16. Confidentiality
Each party must protect the other party's non-public information that is identified as confidential or that a reasonable person would understand to be confidential (Confidential Information).
A receiving party may use Confidential Information only for the Agreement and may disclose it only to personnel, contractors and professional advisers who need it and are subject to appropriate confidentiality obligations, or where disclosure is required by law.
This section does not apply to information that is public through no breach, independently developed without use of the Confidential Information, or lawfully received from a third party without confidentiality obligation.
17. Warranties
Each party warrants that it has authority to enter into this Agreement.
Zorentia warrants that it will provide the Service with due care and skill and substantially in accordance with the applicable product description, subject to maintenance, third-party dependencies and the nature of AI-assisted systems.
The Institution acknowledges that Zorentia does not warrant that AI-generated code or security analysis will be error-free, vulnerability-free, unique or fit for every intended use.
18. Australian Consumer Law and non-excludable rights
Nothing in this Agreement excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or another applicable law.
Where liability for a service guarantee can lawfully be limited, Zorentia's liability is limited, at Zorentia's option and to the extent permitted by law, to re-supplying the relevant services or paying the reasonable cost of having the services supplied again.
19. Liability
Subject to section 18 and to the maximum extent permitted by law:
- neither party is liable to the other for indirect, incidental, special or consequential loss, or loss of profit, revenue, opportunity or anticipated savings, except to the extent such exclusion is not permitted by law; and
- each party's aggregate liability arising from this Agreement in any 12-month period is limited to the fees paid or payable by the Institution to Zorentia under the relevant Order during that period.
The cap does not apply to fraud, wilful misconduct, liability that cannot lawfully be limited, or a party's obligation to pay undisputed fees.
The parties may agree different liability settings in an Order for a particular procurement.
20. Intellectual-property claims
Each party remains responsible for material it supplies to the other.
The Institution must not knowingly provide content or instructions that infringe third-party rights. Zorentia must not knowingly provide the Service itself in a manner that infringes third-party rights.
AI-generated outputs are subject to the limitations in section 7 and are not covered by any promise that they are unique or non-infringing.
21. Compliance with laws
Each party will comply with laws applicable to its performance of the Agreement.
The Institution remains responsible for its own educational, child-safety, records-management and student-consent obligations. Zorentia remains responsible for legal obligations that apply directly to Zorentia.
22. Changes
Zorentia may update this Agreement where reasonably necessary for law, security or Service changes.
For a material change that adversely affects an active paid Order, Zorentia will provide reasonable notice and will not retrospectively remove rights already accrued, unless the change is required by law or urgently necessary for security or safety.
Zorentia may require renewed acceptance for a materially revised version.
23. Notices
Operational notices may be sent to the account or work email associated with the Institution.
Formal notices to Zorentia may be sent using the legal/support contact specified in the Order or, if none is specified, through Zorentia's Contact page with enough information to identify the Institution and Order.
24. General
Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or as part of a genuine merger, restructure, financing or sale of substantially all relevant business assets, provided the assignee assumes the assigning party's obligations.
Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations.
If a provision is unenforceable, it will be read down or severed to the minimum extent necessary.
This Agreement is the entire agreement about its subject matter, together with the documents listed in section 1.
25. Governing law
This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.