"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.
"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.
"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.
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;
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.
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.
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.
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.
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.
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.
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.
The Client fails to make payment of Fees due to Educonnect Australia in accordance with the terms of this Agreement; or
The Client commits an act of bankruptcy where an individual, or is subject to any form of external administration where a company; or
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.
Terminate the Agreement with immediate effect; and/or
Require immediate payment of all Fees owing by the Client to Educonnect Australia; and/or
Immediately suspend access to the Educonnect Solution, the Documentation and the Services; and/or
Charge interest on all amounts outstanding at the rate of 10% per annum; and/or
Recover all costs and expenses incurred by Educonnect Australia in trying to obtain payment of amounts outstanding including legal costs on an indemnity basis.
(a) Any breach by Educonnect Australia of its obligations under this Agreement; or
(b) The supply, performance or use of any goods or services; or
(c) Any negligent act or omission or willful misconduct on the part of Educonnect Australia; or
(d) The Client acting or omitting to act in reliance on the data, results or other information generated by use of the Educonnect Solution.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.