Subscription Agreement (Portal Only)
Terms & Conditions
These Terms and Conditions together with the terms and conditions of the Site (Terms) govern your agreement with Inspired Education Australia Pty Ltd ACN 614 067 220 (IEA, us and we, as applicable) as a Subscriber. For the purposes of these terms you and your means the Subscriber and Teacher Subscriber as the case may be.
These Terms are important and you should ensure that you read them carefully and contact IEA with any questions before you agree to these Terms. You can contact IEA on email@example.com if you have any queries.
IEA may, in its absolute discretion, modify or amend these Terms from time to time and those modifications or amendments will be binding on you once displayed on the Site. IEA will endeavour to notify you of any material change to these Terms by either sending an email notice or by placing a notice on the Site.
By subscribing to and/or using the Services and the Site you acknowledge and agree that you have had sufficient chance to read and understand these Terms and you agree to be bound by them. If you do not agree to these Terms your use of the Services and Site will not be approved or authorised and IEA will not be obliged to provide any Services to you.
For the purpose of these Terms, the following terms have the meaning ascribed to them:
- 1.1 Agreement means this agreement for the provision of Services by IEA for the Term;
- 1.2 Commencement Date means the date of commencement of the Services as set out in the Schedule;
- 1.3 Community Group means the exclusive social media group(s) established by IEA for learning and sharing of information between IEA and/or subscribers of Services including the Community of Learning;
- 1.4 Community of Learning Forum means the learning forum accessed through the Community Group;
- 1.5 Deposit means any deposit paid by the Subscriber to IEA pursuant to these Terms;
- 1.6 Schedule means the Schedule attached to this agreement;
- 1.7 Services means the services provided by IEA pursuant to these Terms including access to the Resources Portal and Community Groups;
- 1.8 Site means the website located at www.get-inspiredgrp.com.au and includes the Community of Learning Forum;
- 1.9 Subscriber means the School who subscribes for Services as nominated in the Schedule;
- 1.10 Subscription means a subscription of the Services for the Term by the School for use by the nominated number of Teacher(s);
- 1.11 Subscription Fee means the annual fee payable by the School for the Services as set out in the Schedule;
- 1.12 Resources Portal means the resource portal accessed from the Site using a login and password and containing resources for use by the School and Teachers including but not limited to video tutorials, sample assignments, lesson plans, software training tools, software guides and other such content as included and updated by IEA from time to time;
- 1.13 Teacher means a teacher engaged by the School;
- 1.14 Teacher Subscriber means a Teacher nominated by the School under the Subscription;
- 1.15 Term means the term of this agreement as specified in the Schedule and any extension in accordance with clause
This agreement commences on the Commencement Date and continues for the Term unless terminated earlier in accordance with the terms of this agreement.
During the Term, a School may on thirty (30) days prior written notice to IEA:
terminate this agreement; or
vary the number of Teacher Subscriptions (increase or decrease).
Additional Teacher Subscriptions will incur an additional Subscription Fee either in accordance with the Schedule or as agreed between the School and IEA.
Subject to the discretion of IEA, no refund of the Subscription Fee will be payable by IEA to the School in respect of any termination pursuant to clause During the Term, a School may on thirty (30) days prior written notice to IEA:.
A School may change the details of a Teacher Subscription upon thirty (30) days written notice to IEA.
On expiry of the Term, IEA will send to the School a renewal invoice. Within fourteen (14) days of issue of the renewal invoice the School must:
Advise IEA in writing that it does not wish to renew this agreement and this agreement will be at an end and all access to the Services will be discontinued as and from the last day of the Term; or
Pay the renewal invoice and upon receipt of payment this agreement will continue for a further twelve (12) months on the same Terms;
Fail to make payment of the renewal invoice at which time this agreement will be deemed terminated and all access to the Services discontinued as and from the last day of the Term.
1.16 IEA agrees to provide the Services for the Term on these Terms.
will perform all Services described under this agreement using appropriately qualified personnel;
has the necessary skills, experience and expertise to perform the Services described under this agreement.
IEA does not provide any software licences for any computer software program for which IEA provides Services. The Subscriber is responsible for providing the Teacher Subscribers with access to the software computer software programs relevant to the Subscription.
(ii) RESOURCE PORTAL
IEA will make the Resource Portal available to the School and the Teacher Subscribers for the Term.
The resources available on the Resource Portal are for use by the School and Teacher Subscribers only.
Any video material:
may be shown to students of the Teacher Subscriber;
must not be shown or shared with any other person (including any other Teacher engaged by the School).
These Terms apply to the Content contained in the Resources Portal and the Site generally.
(iii) COMMUNITY GROUP
IEA provides access to the Community Group through the Site, which is comprised of the Community of Learning forum.
These Terms together with any terms and conditions of the Site and any third party terms and conditions apply to the School and any Teacher Subscriber’s use of the Community Group.
IEA reserve the right to remove any School and/or Teacher Subscriber from the Community Group without reference to the School or Teacher.
(iv) SUBSCRIPTION FEE
The Subscriber must pay the Subscription Fee less any Deposit as set out in the Schedule on or before the Commencement Date.
Should a payment be declined at the time of processing, further reasonable attempts to process the payment will be made by IEA. Should payment continue to be declined, IEA will contact the Subscriber in relation to payment processing and a fifty dollar (50.00), excluding GST, administrative processing fee may be charged.
If IEA has not received payment as required in accordance with this agreement, in addition to any other rights and remedies of IEA:
IEA may, without liability to the Subscriber, suspend the provision of the Services to you while the invoice(s) concerned remain unpaid.
IEA may, without liability to the Subscriber, disable the Subscriber’s access to all or part of the Services and IEA will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
interest shall accrue on such due amounts at an annual rate equal to the Reserve Bank’s Official Cash Rate (as published in the Australian Financial Review at the time the unpaid fees become due) from the date the unpaid amount became due until the unpaid amount is paid to IEA in full (whether before or after judgment).
Where there has been a failure to pay pursuant to the terms of this agreement, IEA is under no obligation to reinstate the Services even if requested by the Subscriber. Any reinstatement will be at IEA’s sole discretion (acting reasonably).
IEA may in addition to the Subscription Fee charge the following fee:
Reestablishment Fee – payable where Services have been suspended or disabled – $200 plus GST;
All amounts and fees stated or referred to in this agreement:
are exclusive of GST;
will be in Australian dollars;
are (subject to the terms of this agreement) non-cancellable and non-refundable.
The Subscriber agrees that in the event of any action being taken by IEA to recover any overdue amount due and owing under this agreement any costs incurred by IEA in recovering the debt (including without limitation any legal expenses on a solicitor/client basis, collection agency charges (if permissible by law) or any other reasonable associated costs) are payable by the Subscriber to IEA and shall be recoverable by IEA as a separate debt.
For the purpose of this clause the following definitions apply:
GST means any form of goods and services tax payable under the GST Law;
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Words used in this clause that are defined in the GST Law have the meaning given in that legislation.
Unless otherwise specified, all amounts payable under this agreement are exclusive of GST and must be calculated without regard to GST.
If a supply made under this agreement is a taxable supply, the recipient of that taxable supply (Recipient) must, in addition to any other consideration, pay to the party making the taxable supply (Supplier) the amount of GST in respect of the supply.
The Recipient will only be required to pay an amount of GST to the Supplier if and when the Supplier provides a valid tax invoice to the Recipient in respect of the taxable supply.
If there is an adjustment to a taxable supply made under this agreement then the Supplier must provide an adjustment note to the Recipient.
The amount of a party’s entitlement under this agreement to recovery or compensation for any of its costs, expenses or liabilities is reduced by the input tax credits to which that party is entitled in respect of those costs, expenses or liabilities.
Each Subscriber will be issued with an account/username name (registered email address) and licence number (as a password) which provides the Subscriber access to the Site.
The Subscriber must provide IEA with each Teacher Subscriber’s full name and email address prior to IEA providing the Services.
Each Teacher Subscriber will be issued with a licence code which, when combined with the Teacher’s email address and password, provides access to the Site.
On termination, all outstanding Subscription Fees will become payable by the Subscriber to IEA.
The Subscriber will not be entitled to a refund of any Subscription Fee paid by the Subscriber on termination of this agreement for any reason whatsoever.
(vii) THE SITE
The Subscriber acknowledges and agrees that IEA at all times retains all right and title to IEA’s content on the Site (Content).
The Subscriber is responsible for maintaining (and updating) the accuracy of the Subscriber’s and the Teacher Subscriber’s information on the Site.
The Subscriber and the Teacher Subscriber are not authorised to copy or reproduce the Content in any way save that where any Content is permitted to be downloaded via prompt the Teacher Subscriber may use such Content for the purpose of their own syllabus only. Such Content must not be shared with any other person, teacher or school.
The Subscriber and the Teacher Subscriber must not add to, remove or vary any Content unless permitted by IEA or these Terms.
The Site may contain links to other websites as well as content added by people other than IEA. IEA does not endorse, sponsor or approve any such user generated content on the Site or any content available on any linked website.
The Subscriber acknowledges and agrees that:
Upon being granted access to the Site by the IEA (in its sole discretion) the Subscriber and each Teacher Subscriber will be issued with a username/account name and licence code/password;
The Subscriber is responsible for ensuring the security of its computers and maintaining the confidentiality of any IEA issued username/account name and licence code/password to the Site and of your data;
A Subscriber must not, and must ensure its Teacher Subscribers do not, allow any other person access to the IEA issued username/account name and licence code/password and the Subscriber will be responsible for all its account information (if any) and use of its account by anyone other than the Subscriber;
The Subscriber must notify IEA immediately if the Subscriber (or any Teacher Subscriber) becomes aware of any unauthorised use of the IEA issued username/account name and licence code/password;
The Subscriber and Teacher Subscriber’s use of the Site is the Subscriber’s responsibility and is entirely at the Subscriber’s own risk. The Subscriber accepts full responsibility for all and any information that is transmitted by the Subscriber and/or Teacher Subscriber via access to the Site;
The Subscriber and Teacher Subscriber must not use the Site in a way that breaches any of these Terms or any laws, regulations, standards or codes as enacted or modified from time to time;
The Subscriber and each Teacher Subscriber must not use, reproduce, sell, resell or otherwise exploit any of the Content or any part of it for commercial purposes;
The Subscriber and Teacher Subscriber must not modify, copy, adapt, distribute, translate or create derivative works of any kind whatsoever, of any of the Content;
IEA retains complete editorial control over the Site and may change, modify, alter, amend, delete any of the Content or cease the operation of the Site at any time in its sole discretion;
The Site will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes);
The Site will not be error free and IEA does not guarantee that the Site will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Site;
The Subscriber is responsible for acquiring and maintaining all equipment, services and software necessary to access the Site (including by its Teacher Subscribers). The Subscriber is responsible for all telecommunication fees or charges incurred as a result of connecting to the Site;
Where the Subscriber or Teacher Subscriber contributes to the Site (by way of Community Group or otherwise) or provides IEA with information you agree and warrant that:
any and all information supplied by the Subscriber and Teacher Subscriber is true, accurate, current and complete and the Subscriber and Teacher Subscriber either own or have the right to supply the information supplied (including any photographic material);
the Subscriber and Teacher Subscriber will not harvest or collect email addresses or other contact information of other users of the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
the Subscriber and Teacher Subscriber will not, unless otherwise agreed with IEA, use automated scripts to collect information from or otherwise interact with the Site;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share, store or otherwise make available any content that IEA deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
the Subscriber and Teacher Subscriber will not take any action that imposes or may impose an unreasonable or disproportionately large load on the Site or the Site infrastructure of IEA;
the Subscriber and Teacher Subscriber will not impersonate any person or entity, or falsely state or otherwise misrepresent themselves, or affiliation with any person or entity;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share or otherwise make available any unsolicited or unauthorised advertising, photos, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses and credit card numbers;
the Subscriber and Teacher Subscriber will not solicit personal information from anyone under the age of eighteen (18) or solicit passwords or personally identifying information for commercial or unlawful purposes;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
the Subscriber and Teacher Subscriber will not intimidate or harass any other user on the Site;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
the Subscriber and Teacher Subscriber will not use or attempt to use another’s account, service or system without authorisation from IEA, or create a false identity on the Site;
the Subscriber and Teacher Subscriber will not upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of IEA, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose IEA or its users to any harm or liability of any type.
The Subscriber is solely responsible for the photos, profiles (including name, image, and likeness), messages, notes, text, information, music, video, listings, and other content that you upload, publish or display (post) on or through the Site including any Community Group (either through a Teacher Subscriber or otherwise), or transmit to or share with other users (collectively the User Content).
the Subscriber and Teacher Subscriber may not post, transmit, or share User Content on the Site that it did not create, does not own or that it does not have permission to post;
the Subscriber and Teacher Subscriber understand and agree that IEA may, but is not obligated to, review the Site and may delete or remove the Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of IEA violates these Terms, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others;
the Subscriber and Teacher Subscriber are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to IEA.
When the Subscriber or Teacher Subscriber post User Content to the Site you:
authorise and direct IEA to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site;
the Subscriber or Teacher Subscriber automatically grants, and represent and warrant that it has the right to grant, to IEA an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or its promotion, to prepare derivative works of, or incorporate into other works, and to grant and authorise sublicenses of the foregoing.
INTELLECTUAL PROPERTY RIGHTS
Nothing in these Terms constitutes a transfer of any intellectual property rights to you.
The Subscriber acknowledges and agrees that IEA owns or has a licence to use all intellectual property rights pertaining to the Site and the Content. This extends to the look and feel of the Site including all page headers, custom graphics, icons and scripts, trademarks and other Content.
Except as permitted by the Copyright Act 1968 (Cth), no part of the Site may be modified or reproduced by any process without the specific written permission of IEA.
IEA is not responsible for any User Content or the content on websites operated by parties other than IEA.
If you have any complaints or objections to material or content posted on the Site or if you believe that material or content posted on the Site infringes a copyright that you hold, you should contact IEA immediately.
IEA will investigate any complaints or objections referred to in this clause and will, where appropriate, use all reasonable endeavours to remove any inappropriate or illegal content from the Site within a reasonable time after investigation.
The Subscriber and Teacher Subscriber acknowledges and agrees that the terms and conditions of any third party site apply to the use of any such site and IEA will not be liable in any respect for any use of and/or breach of the terms or conditions of that Site.
WARRANTIES & INDEMNITIES
The Subscriber represents and warrants to IEA that it has the legal capacity and authority to enter into these Terms.
The Subscriber agrees to indemnify IEA against all actions, claims, suits, liabilities, costs, expenses or demands arising out of or connected with:
any breach of these Terms by you;
the User Content;
use of the Site by persons other than the Subscriber and Teach Subscribers using IEA issued user-id, licence code and/or password; or
the Subscriber’s or Teacher Subscriber’s use of the Site which is negligent or infringes the rights of any third party.
The Subscriber acknowledges that:
IEA gives no warranties as to and does not vet, authorise or endorse the accuracy, currency, suitability, completeness or relevance of any information contained or accessed through the Site including the Content and User Content (Information);
IEA takes no responsibility for the currency, accuracy, completeness or relevance of the Information or for programming bugs or computer viruses, faults or errors in the Site or the Information;
the Subscriber will not rely solely on the Information in determining whether to use the Site and will make its own enquiries as to the suitability of the Information;
IEA may, without notice to the Subscriber, and at any time, modify or discontinue access to the Site;
IEA does not warrant or represent that:
(x) any Content, User Content message posted, uploaded or otherwise transmitted to or from the Site has not been altered in transmission;
(xi) any message posted, uploaded or otherwise transmitted to or from the Site will be received by the intended recipient; or
any information downloaded or otherwise transmitted to the Subscriber or Teacher Subscriber from the Site is free from viruses, faults or errors.
As a user of the Site, you understand and agree that:
IEA will not have any liability to you or others for any unauthorised transactions made using your user-id, password, licensed code or account;
the use or non-use of services by third parties referred to through the Site; and
the unauthorised use of any IEA password or account could cause the Subscriber to incur liability to both IEA and other users.
To the full extent permitted by law IEA excludes:
all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.
These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, IEA limits its liability in respect of any claim to, at its option:
in the case of goods:
(i) the replacement of the goods or the supply of equivalent goods;
(xii) the repair of the goods;
(xiii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(xiv) the payment of having the goods repaired, and
in the case of services:
(xv) the supply of the services again; or
(xvi) the payment of the cost of having the services supplied again.
These Terms terminate automatically if, for any reason, IEA ceases to operate the Site.
IEA may otherwise terminate these Terms immediately, on notice to you, if you have breached these Terms in any way (including a failure to pay).
All fees paid are non-refundable.
You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.
You must keep all material (including confidential information, material and technology, disclosed provided and/or transmitted to you) confidential.
If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it.
These Terms are governed by the laws of Queensland, Australia and each party submits to the jurisdiction of the courts of Queensland, Australia.
Any additional terms and conditions that appear on the Site will govern your use of, and access to, certain sections of the Site where they appear (Additional Terms).
Since these Additional Terms form part of these Terms you are bound by them and should review them wherever they are relevant to you when using the Site.