Terms and Conditions

BETWEEN

EDUCONNECT AUSTRALIA PTY LTD, ACN 128 634 622, trading as Educonnect Australia and any of its subcontractors, servants, agents, successors and assigns ("Educonnect Australia");

AND

THE CLIENT who having read these Terms and Conditions of Use, and having acknowledged having read and understood the Privacy Policy and Terms of Use accessible at www.educonnect.com.au/Home/TermofUse referred to herein, provides that Client's details at the time of entering into a License Confirmation with Educonnect Australia pursuant to these Terms and Conditions(the "Client").

Preliminary

These terms and conditions (the "Terms and Conditions") including all other documents referred to herein and constituting part of this Agreement (the "Agreement") is a legal agreement between the Client and Educonnect Australia with regard to the use of the License (including the services as defined) as hereinafter dealt with.
By indicating your acceptance by clicking on the appropriate button(s) hereinafter referred to and by completing the License Confirmation or by otherwise using the Services, the Client agrees to be bound by the Terms of this Agreement. Failure to properly complete the License Confirmation will result in there being no Agreement on foot.

1. Definitions

"Agent License" means a License entitling the Client to access the Educonnect Australia Agent Portal and associated feature within the Educonnect website as referred to in the License Confirmation documentation.
"Agreement" means the documentation made up of these Terms and Conditions, the Educonnect Australia Privacy Policy and Terms of Use, and the completed License Confirmation.
"Anniversary" means twelve (12) months from the Commencement Date.
"Commencement Date" means the Client sign up date (formal commencement of the License period) as referred to in the License Confirmation.
"Documentation" means the documentation supplied by Educonnect Australia to the Client in connection with the website and its feature, including but not limited to installation and user manuals and guides.
"Educonnect Solution" means the Educonnect software solution together with the details of access to the website supplied by Educonnect Australia to the Client as described in the License Confirmation and including any improvement, update, version or adaptation of the Educonnect software solution.
"Fees" means such fees as are referred to in the License Confirmation completed and executed by the Client.
"License" means an Agent License, Provider License or Student License as applicable.
"License Confirmation" means the License document completed by the Client and incorporating the other terms of the Agreement.
"Provider License" means a License entitling the Client to access the Educonnect Australia Institute Portal and associated features within the Educonnect website as referred to in the License Confirmation documentation.
"Privacy Policy" means the Privacy Policy referred to in clause 11 hereof.
"Services" means any support, training, maintenance and/or website services supplied by Educonnect Australia to the Client as described in the License Confirmation.
"Student License" means a License entitling the Client to access the Educonnect Australia Student Portal and associated features within the Educonnect Website as referred to in the License Confirmation documentation.

2. License Confirmation

License confirmation document are only required for Provider License or Agent License. For Student License there is no License confirmation document required to use the Website. Upon the Client's completing and executing the License Confirmation in the matter hereinafter referred to:

Educonnect Australia will have granted to the Client a non-transferable, non-exclusive license, as described in the License Confirmation, to use the Educonnect Solution and Documentation.
The Client will be deemed to have acknowledged that the License is personal to the Client and must not be sold, sub-licensed or assigned to any third party without the prior written agreement of Educonnect Australia.
The License shall be valid for the period described in the License Confirmation (the "Initial License Period").
The Initial License Period may be extended by a "Renewal License Period" one or more times as agreed between the parties or by operation of clauses 4.2 and/or 4.3 hereof.
The Initial License Period and any Renewal License Period(s) shall collectively be referred to as the "License Period".
As regards fees;
1. Educonnect Australia shall charge fees as described in the License Confirmation (the "Fees"). Such fees are only payable for Provider License or Agent License. For Student License three is no fees payable to use the Website. The fees are made up of initial sign-up fee and subsequent annual fees, and as per successful application fee as defined and agreed in the License Confirmation.
2. The Client acknowledges and agrees that Educonnect Australia will be entitled to payment of the full amount of the Fees for the Initial Signup Period, and for any Renewal License Period(s) subsequently agreed between the parties, annually in advance.
3. Notwithstanding clause 2(f)(ii) above, Educonnect Australia shall in its absolute discretion be entitled to offer the Client the opportunity to enter into a monthly payment plan, subject to an additional administrative charge. Any monthly payment plan agreed to by Educonnect Australia will be subject to prompt payment by the Client and may be withdrawn at any time.
4. The Client will have acknowledged and agreed that Fees are not refundable in any circumstances, notwithstanding any decision by the Client not to use the Educonnect Solution, Documentation and/or Services for any reason whatsoever and notwithstanding any termination of this Agreement.
5. The Client will have agreed to pay all amounts due in cleared funds no later than seven (7) days from the date of an invoice being issued.
6. The Client will have acknowledged that the Fees are subject to change from time to time, and that Educonnect Australia shall be entitled to increase the Fees upon giving the Client fourteen (14) days' notice in writing, provided however that if Fees are increased during any part of the License Period with regard to which Fees have been invoiced and paid in advance by the Client, then the increase shall not apply until the expiration of the subject part of the License Period.
7. The Client will have acknowledged and agreed that Educonnect Australia shall be entitled to pay commissions and/or fees to any party who introduces or refers the Client to Educonnect Australia or the Educonnect Solution, or who supports the Educonnect Solution.

3. Default

3.1 The Client shall be taken to have committed an act of "Default" if any one or more of the following occurs;
1. The Client fails to make payment of Fees due to Educonnect Australia in accordance with the terms of this Agreement; or
2. The Client commits an act of bankruptcy where an individual, or is subject to any form of external administration where a company; or
3. The Client commits any other breach of this Agreement and fails to rectify this within seven (7) days of being given notice in writing by Educonnect Australia to do so.
3.2 If the Client commits an act of Default then, without limitation to any of Educonnect Australia's other rights, Educonnect Australia may;
1. Terminate the Agreement with immediate effect; and/or
2. Require immediate payment of all Fees owing by the Client to Educonnect Australia; and/or
3. Immediately suspend access to the Educonnect Solution, the Documentation and the Services; and/or
4. Charge interest on all amounts outstanding at the rate of 10% per annum; and/or
5. Recover all costs and expenses incurred by Educonnect Australia in trying to obtain payment of amounts outstanding including legal costs on an indemnity basis.

4. Term and Termination

4.1 This Agreement shall commence upon completion by the Client in accordance with the requirements of Educonnect Australia of the License Confirmation or the date referred to in the License Confirmation.
4.2 The Initial License Period shall be automatically extended for a further period of twelve (12) months on the same terms and conditions as contained in this Agreement unless either party serves the other with written notice that they do not wish to extend the Initial License Period which notice must be received no more than sixty (60) days and no less than thirty (30) days prior to the end of the Initial License Period.
4.3 Any further Renewal License Period shall also be automatically extended for a further period of twelve (12) months on the same terms and conditions as contained in this Agreement unless either party serves the other with written notice that they do not wish to extend the Initial License Period which notice must be received no more than sixty (60) days and no less than thirty (30) days prior to the end of the Initial License Period.
4.4 The Agreement shall continue;
1. Until the end of the License Period and the completion of the supply of any further Services, Educonnect Solution and/or Documentation by Educonnect Australia; or
2. Until terminated by Educonnect Australia in accordance with clause 3.2(a) of this Agreement or otherwise in accordance with the terms hereof.
4.5 For the avoidance of doubt, it is agreed that Educonnect Australia will be entitled to payment of all Fees in accordance with clause 2(f) of this Agreement, notwithstanding termination of this Agreement.

5. Intellectual Property

5.1 For the purposes of the License Confirmation, in this Agreement "Intellectual Property Rights" means intellectual property rights at any time protected by statute or common law, including copyright, trademarks, patents and registered designs.
5.2 Educonnect Australia will retain all of its ownership of all Intellectual Property Rights in the Educonnect Solution and the Documentation including, without limitation, in any improvement, update, version or adaptation of the Educonnect Solution and/or Documentation made in providing the Services or otherwise and whether made by Educonnect Australia, the Client or any other person.
5.3 The Client shall not remove any notices regarding the ownership of Intellectual Property Rights from the Educonnect Solution or the Documentation.

6. Client Responsibilities

6.1 Subject to the Client's rights under copyright legislation;
1. The Client shall not be entitled to copy or publish, or permit any other party to copy or publish, the Educonnect Solution, the Documentation, or any part thereof.
2. The Client shall not be entitled to sell or purport to sell any part of the Educonnect Solution or the Documentation. The Client acknowledges that all copies of the Educonnect Solution and the Documentation are the property of Educonnect Australia.
3. The Client shall not be entitled to reverse engineer, decompile or disassemble the Educonnect Solution or permit any other party to do such act.
6.2 The Client shall take all steps reasonably necessary to ensure that the Educonnect Solution and any part thereof is not made available by the Client to any other organization or individual except with the prior written agreement of Educonnect Australia.
6.3 The Client will have acknowledged by completion of the License Confirmation that Educonnect Australia retains ownership of the source code of the Educonnect Solution, and that the Client shall not be entitled to obtain a copy of the source code or otherwise access the source code in any fashion.
6.4 The Client shall be responsible for complying with any statute or common law (including but not limited to privacy and data protection laws and employment laws), regulation or code of practice applicable to the Educonnect Solution and its use, and in taking any action relying on the data, results or other information generated by use of the Educonnect Solution, and Educonnect Australia shall not be liable for any breach of this clause by the Client.

7. Educonnect Website

7.1 Educonnect Australia shall make available to the Client the Educonnect Australia hosted Educonnect website, as referred to in clause 1(k) of this Agreement,
7.2 Educonnect Australia shall provide the Client with identification and log-in information required for access to the Educonnect website and Portal, which the Client shall be responsible for keeping secret and secure. Any account created by the user has to be kept secure as per the Terms of Use.
7.3 Educonnect Australia shall use its best endeavor's to ensure the connectivity and efficiency of the Educonnect website during the term of this Agreement but shall be entitled to suspend all or part of the service immediately and without notice, including in circumstances where;
1. Educonnect Australia shall be required to comply with an order, instruction or request or a Government or other competent authority; or
2. There is a malfunction or breakdown in any of Educonnect Australia's equipment, or Educonnect Australia shall be required to undertake repairs or maintenance on any part of the service; or
3. Suspension is reasonably required to reduce or prevent fraud or interference with the service; or
4. There is an electrical or telecommunications failure or fault, an industrial dispute or lock-out, an act of God, war, Government action or any other circumstance beyond Educonnect Australia's control takes place affecting Educonnect Australia's ability to make the service available.
7.4 Educonnect Australia reserves the right to make amendments, alterations and repairs from time to time at its discretion, even if that amendment, alteration or repair results in a reduction in the functionality of the hosting service or in the availability of data provided via the hosting service. Educonnect Australia shall not be liable for any reduction in the quality, speed or performance of the Educonnect website as a result of any amendment, alteration or repair.
7.5 Should Educonnect Australia's ability ever be changed in such a way that Educonnect Australia, in its reasonable opinion, considers it is impractical, impossible or no longer commercially viable to provide the Educonnect Website, or should any claim be made that exposes Educonnect Australia to liability to the Client or any third party in connection with providing the Educonnect Website, then Educonnect Australia shall have the right to suspend the Client's access to the Educonnect Website.
7.6 Educonnect Australia shall not be held liable to the Client or any third party in respect of any suspension in access or reduction in functionality or the availability of data in connection with the Educonnect Website for any loss or damage whatsoever.
7.7 In using the License or Educonnect Website, the Client;
1. Shall comply with all reasonable directions issued by or on behalf of Educonnect Australia;
2. Shall comply with all applicable legislation, including with regard to privacy; and
3. Shall not engage in, or permit, disruptive activities, including but not limited to the circulation of unsolicited promotional material, proliferation of computer worms and viruses, any attempt to gain unauthorized access to any other computer system, the sending of harassing, obscene, offensive or threatening electronic mail, forgery of electronic mail, the placement, transmission and storage of defamatory or criminal material on the internet or any activity of a fraudulent or illegal nature whatsoever.

8. Confidential Information

8.1 For the purpose of this Agreement "Confidential Information" means any information in respect of the business, operations, products or services of Educonnect Australia or the Client that is not in the public domain including, in relation to Educonnect Australia, the unpublished content and methodology of the Educonnect Solution.
8.2 Each party will keep Confidential Information of the other party disclosed in accordance with this Agreement confidential.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, Educonnect Australia shall not be liable to the Client or any third party under any circumstances for any loss of profit, interruption to business, injury or death to any person, or for any indirect, incidental or consequential loss and damage sustained or incurred by the Client, whether such liability arises directly or indirectly as a result of;
1. (a) Any breach by Educonnect Australia of its obligations under this Agreement; or
2. (b) The supply, performance or use of any goods or services; or
3. (c) Any negligent act or omission or willful misconduct on the part of Educonnect Australia; or
4. (d) The Client acting or omitting to act in reliance on the data, results or other information generated by use of the Educonnect Solution.
9.2 The Client shall fully and completely indemnify Educonnect Australia in respect of all claims, actions, demands, suits, loss and/or damages sustained by any person or party whatsoever for injury to any person(s) and/or property caused by or in connection with or arising out of Educonnect Australia providing the Educonnect Solution, the Documentation and/or the Services to the Client or in the carrying out of this Agreement whether caused by any negligent act or omission or willful misconduct on the part of Educonnect Australia or otherwise, and in respect of all costs and charges in connection therewith whether arising under statute or common law.

10. Warranties

All warranties and conditions which may by law be excluded are expressly excluded. Where such warranties or conditions cannot be excluded, modified or restricted, Educonnect Australia's liability will be limited, at its option, to;

In the case of Educonnect Solution and/or Documentation: the update of the Educonnect Solution and/or Documentation.
In the case of Services: the resupply of the Services, or payment of the reasonable cost of resupplying the Services.

11. Privacy, Cookies Policy, Terms of Use and License Confirmation

By reading Educonnect Australia's Privacy Policy (including its Cookies Policy), Educonnect Website Terms of Use, and by subsequently completing and executing the License Confirmation, the Client confirms having read, understood and agreed to all of the terms of this Agreement.

12. Prohibited Uses

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another Web page, use on any other Web site, transfer or sell any information, software, list of users, databases or other lists, products or services obtained from this Site. The foregoing prohibition expressly includes, but is not limited to, the practices of "screen scraping" or "database scraping" to obtain lists of users or other information. You will not provide to Educonnect Australia and/or any of our affiliates any untrue, inaccurate or false user information or impersonate or falsely represent your affiliation with any person or entity. Except with the written permission of Educonnect Australia, you agree to refrain from accessing or attempting to access password protected, secure or non-public areas of this Site. Unauthorized individuals attempting to access prohibited areas of this Site may be subject to prosecution.

13. Proprietary Rights

Copyright and other intellectual property rights in writings, drawings, photographs and other materials accessed pursuant to this Agreement are owned by Educonnect Australia or third parties. This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. By furnishing information, Educonnect Australia does not grant any Licenses to any copyrights, patents or any other intellectual property rights.

14. No Unlawful or Prohibited Use

As a condition of your use of this Site, you warrant to Educonnect Australia that you will not use this Site for any purpose that is unlawful or prohibited by these terms, conditions and notices. If you violate any of these terms, conditions or notices, your permission to use this Site automatically terminates.

15. Links to Third Party Sites

This Site may contain hyperlinks to Web sites operated by parties other than Educonnect Australia or its affiliates. Such hyperlinks are provided for your reference only. Educonnect Australia does not control such Web sites and is not responsible for their contents. The inclusion of hyperlinks by Educonnect Australia to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators, and you access and use such Websites, including information, material, products and services therein, solely at your own risk. Furthermore, because our Privacy Policy is applicable only when you are on our Site, once you have linked to another Web site, you should read that Web site's Privacy Policy before disclosing any personal information.

16. Changes to Site

Educonnect Australia may make modifications, improvements or changes in the information, services, products, and other materials on this Site, or terminate this Site, at any time without notice. Any modifications to this Agreement shall be effective immediately upon posting of the modified Agreement. Accordingly, you agree to review the Agreement periodically, and your continued access or use of this Site shall be deemed your acceptance of the modified Agreement.

17. Severance and Waiver

17.1 If any part of this Agreement is found to be void, unlawful or unenforceable then that part will be deemed to be severed from the Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
17.2 Any failure by Educonnect Australia to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provision hereof unless expressly in writing and signed by Educonnect Australia.

18. Entire Agreement

This Agreement supersedes all prior agreements, arrangements and understandings (whether written or verbal) between the parties with respect to the subject matter of the Agreement.

19. Jurisdiction

This Agreement shall be deemed to have been made in New South Wales and shall be interpreted in accordance with the laws of New South Wales, Australia.

20. Electronic Transactions

For the purposes of Sections 9 and 10 of the Commonwealth of Australia Electronic Transactions Act 1999 and Sections 8 and 9 of the New South Wales Electronic Transactions Act 2000, the parties consent and agree to the following;

Any notice required or permitted to be given in writing pursuant to this Agreement can be given electronically provided that it complies with the relevant sections of whichever of the above Act(s) is applicable.
Any signature of a party, or given on behalf of a party, to this Agreement and required or permitted for the purpose of rendering same binding on behalf of a party to this Agreement can be given electronically provided that it complies with the relevant sections of whichever of the above Act(s) is applicable.

21. Subcontracting

The Client acknowledges and agrees that Educonnect Australia may subcontract any of its obligations pursuant to this Agreement, including provision of the Services, to a third party without the need for any further notice or permission from the Client.

22. Non-Waiver

Failure by Educonnect Australia or any of its affiliates to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.