Terms and Conditions

Agreement
1. These Terms, together with our Privacy Policy, apply to your use of EduCoven Pty Ltd (ABN 61 677 946 226) (“EduCoven”, “we, “us” or “our”) Platform.
2. The Platform provides an easy way for Students (or their Authorised Users or Invitees) to engage with Education Agents, Tertiary Education Providers and External Service Providers (or their Authorised Users or Invitees).
3. Our Services to you include providing access to the Platform and Software to assist you in searching and reviewing Tertiary Education Courses and facilitate Student Engagement Services, and the Tertiary Education Process.
4. By using the Platform, you agree and acknowledge that you have read these Terms. You are deemed to have agreed to, and accepted, these Terms on behalf of any entity for whom you use the Software, whether as an Authorised User, Invitee or otherwise.
Definitions and Interpretation
1. In these Terms, the following expressions have the following meanings, unless otherwise stated:
  - “Admission Application” means the application for a Student to complete in order to enrol in a Tertiary Education Course;
  - “Admission Application Review” means the review process of an Admission Application facilitated by the relevant Tertiary Education Provider to assess whether or not they will issue a Tertiary Education Offer;
  - “Agent Commission” means the commission rate agreed between the Education Agent and the Tertiary Education Provider, subject to a Partnership Agreement and specified on the Platform prior to providing Services;
  - “Airwallex” means the payment processing gateway provided by Airwallex Pty Ltd;
  - “Australian Banks” means banking institutions include commercial banks, savings and loan associations, and credit unions, licenced in Australia.
  - “Authorised User” means your Guardian, employees, agents and contractors or Invitees who are authorised by you to use the Software, and register to use the Software via the Platform;
  - “Background IP” is defined in clause 9.1;
  - “Business Day” means between 9:00am and 5:00pm on a day other than a weekend or public or bank holiday in New South Wales, Australia;
  - “Cease Trading” is defined in clause 7.17;
  - “Commencement Date” means the date that you register to use the Platform;
  - “Commission” means the Agent Commission, Platform Agent Commission, and Platform College Commission, (as applicable);
  - “Confirmation of Enrolment” means confirmation provided by the Tertiary Education Provider that the Tertiary Education Payment is received and the Student is enrolled in a Tertiary Education Course;
  - “Credit Card Surcharge” means an extra fee from an Australian Bank passed on to customers to recover the cost of accepting card payments;
  - “Developed IP” is defined in clause 9.2;
  - “Education Agent” means the agent responsible for providing Student Engagement Services to a Student or their Admission Application;
  - “Explicit Consent” means that the Student or Guardian has given active consent by signing these Terms acknowledging that their data will be kept and that it may be transferred to other third parties for the provision of Services;
  - External Service Providers” means third-party organisations or individuals engaged with EduCoven to facilitate the provision of Services;
  - “Guardian” means the parent or legally authorised guardian of the Student;
  - “GST” means:
    1. the same as in the GST Law;
    2. any other goods and services tax, or any tax applying to this agreement in a similar way; and
    3. any additional tax, penalty tax, fine, interest or other charge under a law of such a tax;
  - “GST Law” means the same as "GST law" in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
  - “Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
  - “Invitee” means a person that you, or an Authorised User invites, to use the Platform, as further described clause 3.3;
  - “Mobile App” means the EduCoven mobile application available on the iOS App Store and Google Play store;
  - “Partnership Agreement” means the agreement specifying the terms of the partnership including the commission rate and structure between the Education Agent and Tertiary Education Provider, that is loaded onto the respective account, subject to clause 3;
  - “Payment Processors” as defined in clause 7.19;
  - “Platform” means the platform currently hosted on the website located at https://educoven.com.au/ and the Mobile App or any other website, platform, or application nominated by us from time to time, and any associated services, software, networks or processes;
  - “Platform College Fee” means the fee accepted by the Tertiary Education Provider for each Tertiary Education Payment on the Platform prior to setting up an account per clause 3, and amended in writing from time to time. Payment of the fee will be made in accordance with clause 7 of these Terms;
  - “Platform Agent Fee” means the fee accepted by the Education Agent for each Tertiary Education Payment on the Platform prior to setting up an account per clause 3, and amended in writing from time to time. Payment of the fee will be made in accordance with clause 7 of these Terms;
  - “Privacy Laws” means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);
  - “Privacy Policy” means the privacy policy available at https://www.educoven.com.au/privacy-policy/;
  - “Processing Fees” means the Australian Bank, Credit Card Surcharges, Stripe Fees or Airwallex Fees, (as applicable);
  - “Registration Data” means certain contact information provided by you to us for the purposes of your registration to access certain sections of the Software, Services, Platform;
  - “Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);
  - “Services” means the provision of the Software and Platform, the services listed at clause 3.2, and any associated services we provide pursuant to these Terms;
  - “Software” means the software we provide on the Platform, that assists employees access exclusive health and wellbeing offers from a range of external service providers;
  - “Stripe” means the payment processing gateway provided by Stripe, Inc;
  - “Stripe Fees” means the relevant fees stipulated by Stripe when processing a payment on the Platform;
  - “Student” means a prospective individual who is seeking to enrol in a Tertiary Education Course;
  - “Student Engagement Services” means consultation and advice services regarding Tertiary Education Courses facilitated by an Education Agent;
  - “TAFE” means technical and further education;
  - “Terms” means these terms and conditions, under which we provide access to the Services, Platform and Software, as amended by us from time to time;
  - “Tertiary Education” means education beyond the secondary school level provided by Tertiary Education Providers which includes but is not limited to, universities, colleges, TAFE institutions, and VET;
  - “Tertiary Education Confirmation” means confirmation provided by the Tertiary Education Provider that a Student has accepted the Tertiary Education Offer;
  - “Tertiary Education Course” means an educational course provided by a Tertiary Education Provider;
  - “Tertiary Education Offer” means an offer for enrolment provided to a Student by a Tertiary Education Provider;
  - “Tertiary Education Payment” means the total amount due and payable to the Tertiary Education Provider for enrolment into a Tertiary Education Course;
  - “Tertiary Education Process" means each of the stages of the tertiary education process, being Admission Application, Admission Application Review, Tertiary Education Offer, Tertiary Education Confirmation, Tertiary Education Payment, and Tertiary Education Enrolment, facilitated by an Education Agent or External Service Provider;
  - “Tertiary Education Provider” means institutions, including but not limited to universities, colleges, technical and further education (TAFE) institutions, and vocational education and training (VET) providers, that provide Tertiary Education Courses;
  - “VET” means vocational education and training providers; and
  - “you” or “your” means the person or entity that accesses, or has registered to use the Platform or Software, including without limitation any Students, Education Agents, Authorised Users, Invitees, Tertiary Education Providers and External Service Providers (as applicable).
Accounts and Authorised Users
1. To access all our Services, you must register for an account in accordance with clause 4.3 below. To be clear, either you or an Authorised User must register an account on your behalf, and any conditions set out in this clause 3 and these Terms will apply to the primary beneficiary of the account, any Authorised Users and any Invitees (as defined below).
2. If you register for an account in accordance with clause 4.3 and your registration is accepted by us, you will have access to all the Services, including:
  1. searching and reviewing Tertiary Education Courses; and
  2. the Tertiary Education Process..
3. You determine who may use the Software, Services and Platform as an Authorised User. We will provide you with a link to share with any unregistered user, inviting them to register to access the Software, Services and Platform in connection with your account (“Invitee”).
4. After an Invitee has subscribed to use the Software, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
5. You are solely responsible for each Authorised Users use of the Platform and compliance with these Terms.
Accessing the Platform
1. You must be 18 years of age or older to create an account, or access the Software, Services or Platform, or otherwise support, unless the Explicit Consent of a Guardian is provided.
2. You are responsible for creating and maintaining your account.
3. To access certain parts of the Software, Services or Platform, you must register with us by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts.
4. You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.
5. You agree that you have sole responsibility for any activity that occurs on your account, including without limitation any activity of Invitees. You must keep your account details accurate, up to date, and secure your password as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
6. We reserve the right to decline your registration request if you do not pass our verification process.
7. You must ensure that your access to, and use of, the Software, Services or Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
8. We may, in our absolute discretion, terminate, suspend or delete your account or restrict your access to the Software, Services or Platform for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so.
Use of the Software and Platform
1. You will not:
  1. modify the Software or Platform, or merge any aspect of the Software or Platform with another programme other than as expressly provided under these Terms;
  2. record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or Platform;
  3. licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or Platform;
  4. engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
  5. access, store, distribute or transmit:
    1. viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software or Platform;
    2. material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
    3. material that facilitates illegal activity; or
    4. material that abuses or causes damage or injury to any person or property;
  6. provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software or Platform;
  7. share any features of the Software or Platform that are not publicly available with any unauthorised third party; or
  8. engage in any conduct on the Software or Platform that is in breach of these Terms (or any agreements mentioned therein).
2. All rights granted to you under these Terms must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software or Platform.
3. Any breach of this clause 5 constitutes a breach of these Terms and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or Platform, and/or take further actions against you for breach of these Terms.
Your obligations
1. While using the Software, Services, Platform or you must not:
  1. misuse any part of the Software of Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;
  2. attempt to gain unauthorised access to any part of the Software or Platform, the server on which the Software or Platform is stored or any server, computer or database connected to the Platform;
  3. engage in any activity that interferes with or disrupts the Software, Services or Platform;
  4. attempt to circumvent, disable or otherwise interfere with any security-related features of the Software, Services or Platform or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;
  5. engage in any abusive, derogatory, threatening, harmful, vulgar, profane, obscene, violent or ethically objectionable behaviour;
  6. advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap; or
  7. breach any other person's personal information, privacy or publicity rights, or breach a duty or obligation of confidence.
2. You acknowledge that our ability to be able to provide the Software, Services or Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:
  1. co-operate with and assist us in the supply of the Software, Services or Platform;
  2. promptly provide us with full and accurate information, data and explanations as and when required, including without limitation with respect to Registration Data;
  3. comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms;
  4. ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
  5. comply with all reasonable directions and guidelines from us as advised from time to time.
3. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software or Services, to you.
4. We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.
5. It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
6. The Software, Services or Platform may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise our Software, Services or Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.
7. You must take precautions to ensure that when accessing the Software, Services or Platform, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Software, Services or Platform.
8. If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
  1. immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account);
  2. take any other legal action against you; or
  3. refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
Fees, Commission and Refunds
1. For the purpose of these Terms, any reference to a sum of money or amount payable under this agreement is a reference to Australian Dollars ($AUD) and is rounded up to two (2) decimal places.
2. Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
  
  Fees
3. If the Student chooses to proceed with submitting an Admission Application with the Tertiary Education Provider, the Student will be provided all applicable Processing Fees by the Education Agent prior to submitting the Admission Application.
4. Upon a successful Admission Application, the Student will be provided a Tertiary Education Offer, the Education Agent will specify the total amount payable for the Tertiary Education Course.
5. The Tertiary Education Payment is payable by the Student only upon the receipt of the Tertiary Education Offer. The Student is responsible for paying the applicable Processing Fees when making the Tertiary Education Payment.
6. The Student shall make all payments by the due date specified by the Tertiary Education Provider via the Platform. Only upon receipt of the Tertiary Education Payment may the Student receive a Confirmation of Enrolment. Failure by the Student to pay any outstanding amount without cause may cause the Tertiary Education Provider to recall the Tertiary Education Offer.
  
  Commission
7. The Commission payable to the Education Agent are to be determined between the Education Agent and the Tertiary Education Provider, this rate is to be agreed prior to the creation of an partnership account on the Platform per clause 3, and may be amended from time to time in writing and agreed by Tertiary Education Provider and the Education Agent.
8. We will facilitate payment of the applicable Commission and Processing Fees via the specified Payment Processor through the Platform.
9. We will not be required to pay any Commission where a refund is issued in accordance with clauses 7.11 - 7.19.
  
  Refunds
10. We are subject to the refund policies of each Tertiary Education Provider and will follow each of these policies as and when relevant.
11. If, for any reason, the Tertiary Education Provider requests that we issue a refund to the Student, the Student must complete a refund form via the Platform.
12. If the Student completes a refund form via the Platform, all Commissions payable to the Education Agent will be deducted from any subsequent
13. If the Education Agent, does not receive any subsequent Commissions within 30 Business Days of the approved refund, we will issue an invoice for outstanding Commissions to be returned to us.
14. If the Education Agent, does not return any outstanding Commissions within 30 Business Days of the approved refund, we will commence debt recovery.
15. If an Education Agent or Tertiary Education Provider does not refund the amount required to make payment in full within 15 Business Days of the refund direction by us, we will commence debt recovery.
16. If a Tertiary Education Provider ceases to operate prior to the commencement of any Student (“Cease Trading”), and does not notify us or refund the Tertiary Education Payment amount paid in full by the Student within 15 Business Days of Cease Trading, we will commence debt recovery for and on behalf of the Student.
17. If Cease Trading occurs and we have commenced debt recovery for and on behalf of the Student to recoup the Tertiary Education Payment amount paid in full by the Student, the Tertiary Education Provider will be liable for a $200 administration charge.
18. If Cease Trading occurs and the Tertiary Education Provider enters voluntary administration, or liquidation, we are not liable to pay any refunds owing to the Student and the Student must directly liaise with the Tertiary Education Provider.
19. If Cease Trading occurs and the Tertiary Education Provider enters voluntary administration, or liquidation, we are not liable to pay any refunds owing to the Agent Commission and the Agent must directly liaise with the Tertiary Education Provider.
  
  Payment Processing
20. All payments, including the Tertiary Education Payment and Processing Fee, made under these Terms shall be agreed through the Platform and processed utilising an Australian Bank, Stripe or Airwallex (each a “Payment Processor”).
21. By using a Payment Processer, you agree to be bound by the relevant Payment Processor’s terms and conditions, which may be modified by that Payment Processer from time to time.
Exclusivity

Student
1. For so long as a Student maintains an account on the Platform, the Student, Authorised User or Invitee, must not facilitate any agreement to payment with any Education Agent or any Tertiary Education Provider outside the Platform, once engaged with an Education Agent.
  
  Education Agent
2. For so long as an Education Agent maintains an account on the Platform, the Education Agent, Authorised User or Invitee, must not facilitate any agreement of payment collection from any Student or to any Tertiary Education Provider outside the Platform, once engaged with a Student.
  
  Tertiary Education Provider
3. For so long as the Tertiary Education Provider maintains an account on the Platform, the Tertiary Education Provider, Authorised User or Invitee, must not facilitate any agreement of payment collection from any Student, or to and from any Education Agent outside the Platform, if they have been introduced to a Student by an Education Agent on the Platform.
Intellectual Property
1. All rights, title or interest in and to the Software, Services or Platform, and any information or technology that may be provided to, or accessed by, you in connection with your use of the above is owned, and will remain owned, by us or our licensors (“Background IP”). Using the Software or Platform does not transfer any ownership or rights, title or interest in and to the Background IP.
2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Background IP (collectively, the “Developed IP”).
3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of any Background IP or Developed IP.
4. You retain ownership rights to data and content that you provide to us whether in the form of Registration Data or otherwise. You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Registration Data for the purpose of performing our obligations under these Terms, and for making improvements to our Software, Services or Platform as detailed in our Privacy Policy.
5. You agree that we may refer to you, your business name, publish your logo and/or trademarks (if any) and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. You may revoke this consent at any time by writing to us at [email protected].
Warranties
1. We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Software.
2. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Software is provided on ‘as is’ basis and that you will make your own investigations into whether or not the is fit for your purposes.
3. We make no representations, warranties or guarantees:
  1. that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
  2. as to the availability of the Software or that the Software is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.
Liability and Exclusions
1. You assume sole responsibility for your use of the Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
2. We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software or any actions taken by us at your direction.
3. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Software, Services or Platform or on any website linked to these. We recommend you ensure you have up-to-date virus checking software installed.
4. To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to your dealings with any third parties you interact with as a result of accessing our Software, Services or Platform. You should address such complaints directly with those third parties.
5. In no event will we be liable to you or any third party for any:
  1. loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
  2. breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
  3. viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Software; or
  4. loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms.
6. Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms, for any one event or a series of related events, will be limited to AUD $100.
7. The parties acknowledge that the limitations of liability contained in this clause 12 are a fair and reasonable allocation of the commercial risk between the parties.
8. This clause 12 survives termination or expiry of these Terms.
Indemnity
1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Software, Services and Platform.
2. You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
  1. breach by you of any of your obligations under these Terms;
  2. loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms;
  3. breach of any third party’s Intellectual Property Rights; or
  4. breach by you of any law (including Privacy Laws).
3. This clause 12 survives termination or expiry of these Terms.
Confidentiality
1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms, save for such use or disclosure necessary and required to perform their respective obligations under these Terms. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
2. In making disclosure to persons as permitted under this clause 13, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
Privacy
1. You must, in connection with these Terms:
  1. ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
  2. at all times comply with your obligations under applicable Privacy Laws; and
  3. take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.
2. We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.
Term and Termination
1. These Terms will commence when you create an account through which to access the Software, Platform or Services, or when you otherwise access our Platform.
2. These Terms will continue in force until they are terminated in accordance with this clause 15.
3. You may terminate these Terms without cause at any time by providing us with 14 days written notice.
4. In addition to the rights outlined under clause 4.8, we may terminate these Terms, or terminate or suspend your access to the Software, Services, or Platform in our absolute discretion, and without providing notice to you, including without limitation where:
  1. it transpires that you have provided false or misleading information to us, or on the Platform, including without limitation in respect of Registration Data;
  2. you fail to pay any fees or charges payable (if applicable) by you on time or at all.
5. On termination of the Terms, we will endeavour to delete any Registration Data you have provided to us within 14 days.
Support Services
1. We may, at our absolute discretion, provide you support in relation to your use of the Software or the Platform.
2. You may access support services via the Platform or by submitting enquiries via email to [email protected].
3. We will endeavour to provide support on Business Days however this cannot be guaranteed.
Situations or events outside our reasonable control
1. You may link to the Software, Services or Platform, provided that you notify us of this, and also establish the link in a way that is fair, legal and does not damage, or take advantage of our reputation or any third parties. You must not establish any link in a way that suggests any form of association, approval or endorsement by us where none exists.
2. You must not establish a link to the Software, Services or Platform from any website that is not owned by you (except with the website owner’s express permission).
3. The Software, Services or Platform must not be framed on any other website or platform without our written consent.
4. We reserve the right to withdraw linking permission under this clause 18 by updating these Terms.
Notices
1. Any notice required to be given pursuant to these Terms will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms (or to such other address as either party may from time to time notify the other in accordance with this clause).
2. A notice given under clause 19.1 will be deemed to have been delivered 24 hours after the email is sent.
General
1. The provisions of these Terms that are capable of having effect after the termination or expiry of these Terms will remain in full force and effect following the termination or expiry of these Terms.
2. You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.
3. If either party chooses to waive or ignore a breach of these Terms, this will not prevent that party from taking action in respect of the same type of breach at a future date.
4. Nothing in these Terms is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
5. If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms will continue in full force and effect.
6. These Terms is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
7. These Terms may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
8. These Terms constitutes the entire agreement between the parties in respect of the subject matter of these Terms and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.

Last updated on: 12 September, 2024

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