By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity who uses the Service.
"Access Fee" means the course usage fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on pricing list (which TBC may change from time to time on notice to You).
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" means the online training packages and Training Portal made available (as may be changed or updated from time to time by TBC) via the Website.
"Website" means the Internet site at the domain learneyo.com or any other site operated by TBC.
"TBC" means The Big Canvas Pty Ltd.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You" means the Subscriber, and where the context permits, an Invited User.
"Your" has a corresponding meaning.
2. Use of Services
TBC grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
the Subscriber is responsible for all Invited Users’ use of the Service;
the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
3.1 Payment obligations:
A fee shall be payable by You which is the total cost for license fees and platform usage costs. This fee is payable upon acceptance. The fee is in Australian Dollars and includes all other taxes, duties and other charges, including any Goods and Services Tax (GST) payable in respect of any 'taxable supply' for which TBC is liable. duties and other charges, including any Goods and Services Tax (GST) payable in respect of any 'taxable supply' for which TBC is liable. Usage fee provides access for 3 months.
3.2. General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by TBC or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide Services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom Services are provided comply with and accept all terms of this Agreement that apply to You.
3.3 Access conditions:
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify TBC of any unauthorised use of Your passwords or any other breach of security and TBC will reset Your password and You must take all other actions that TBC reasonably deems necessary to maintain or enhance the security of TBC's computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
not attempt to undermine the security or integrity of TBC's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
You indemnify TBC against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to TBC, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Warranties And Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that: You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
TBC has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
You are responsible for ensuring that You have the right to do so; You are responsible for authorising any person who is given access to information or Data, and you agree that TBC has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and You will indemnify TBC against any claims or loss relating to:
TBC's refusal to provide any person access to Your information or Data in accordance with these Terms, TBC’s making available information or Data to any person with Your authorisation. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk. TBC does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone Services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. TBC is not in any way responsible for any such interference or prevention of Your access or use of the Services. Use of the Services does not constitute the receipt of legal advice. If You have any legal questions, please contact a lawyer. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used. You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that access to your Services will comply with laws applicable to you (including any laws requiring you to retain records).
4.3 No warranties:
TBC gives no warranty about the Services. Without limiting the foregoing, TBC does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
5. Ownership and copyright
All existing and future Intellectual Property Rights, title and interest in the Services is, and shall at all times remain, the sole and exclusive property of TBC and Learneyo. You retain ownership of data and information generated by You users (as contemplated by and on the terms of this Agreement), which includes the right to reproduce and adapt any reports generated by the courses in perpetuity and royalty-free. All subscribers are entitled to use the Services in the manner contemplated by this Agreement. Unless You have obtained written consent from TBC, you must ensure that no other persons within Your influence or control: (a) views all or any of the Services, updates or supporting documentation; (b) views, copies, reproduces or in any way communicates the reports; or (c) copies, reproduces or in any way communicates all or any of the Services methodology, updates or supporting documentation.
6. Course content
TBC will use reasonable endeavours to ensure that the courses (when published) is consistent with the standard required by Industry standards. You acknowledge that the courses have been developed and is maintained by TBC, but that TBC does not warrant that using the courses will satisfy any or all statutory requirements in relation to the identified education needs of subscribers. You acknowledge and agree that any information or materials provided by TBC are provided for general educational or training purposes only, and do not constitute legal advice and cannot be relied on for providing advice.
7. Updates to the Courses
From time to time as required, TBC may update the content of the courses. TBC will notify you if any updates are made to the course content.
TBC will provide guidance to Your subscribers on the use of the Services and will also provide reasonable email and telephone IT support relating
to access and software issues between the hours of 9.00am and 5.00pm AEST on normal business days.
9. Availability of Services
Whilst TBC intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. TBC will use reasonable endeavours to publish in advance details of such activity to Services administrators.
10. Maintenance and back up
TBC will employ all reasonable measures to maintain the Services as required to seek to ensure its proper technical operation. All user data generated by the Services will be backed up at least once each week for the duration of the term.
11. Variation and termination
No variation to these terms and conditions shall be legally binding upon either You or TBC unless agreed in writing by both parties. Either party can terminate the agreement by issuing written notice with a 30-day notice period. No refunds will be made by TBC for fees paid.
Any information or material acquired or produced in connection with or by the performance of these Services will be held in the strictest confidence by TBC and will not be disclosed to any other person without the prior written consent of You, unless TBC or any of its officers, employees or agents are required to do so by law. In giving written approval You may impose such terms and conditions as it sees fit. Any personal information provided to TBC will only be used by TBC for the primary purpose for which it was collected, namely to enable us to provide these Services to You.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without TBC's prior written consent.
Governing law and jurisdiction:
Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to TBC must be sent to email@example.com or to any other email address notified by email to You by TBC. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.