Terms and Conditions

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Heutology

The Corporations Professional Ecosystems Pty Ltd ACN 166415505 trading as EduCorp (The Education Corporation)

General Website Terms

1. Acceptance of Terms

  1. This site is owned and operated by The Corporations Professional Ecosystems Pty Ltd ACN 166415505 trading as EduCorp (The Education Corporation) (We, Us).
  2. By using the Site, by signing up to our mailing list, or by registering as a user you (You) agree to be bound by the following agreement (Terms of Use) between you and us. These Terms of Use incorporate our privacy policy, and govern your access to and use of this Site.
  3. If you do not agree to these Terms of Use, please exit this Site immediately.

2. Term

2.1 Commencement and duration

These Terms of Use are binding on you from the date that you register as a user (your Registration Date) and continues until it is terminated in accordance with the provisions of these Terms of Use.

3. Registered Users – ePortfolio

3.1 Access

  1. Subject to these Terms of Use, from the Registration Date, we grant you a limited, non-exclusive, non-transferable licence to set up your Profile and obtain free access to materials on ePorfolio.
  2. We reserve the right to revoke this licence and close your user account at any time for any reason, subject to your rights as a Member (if you are a Member).
  3. If you register as a user on behalf of a company, you represent and warrant that you are authorised to bind that company to these terms.
  4. If we in our absolute discretion determine that you have breached these Terms of Use, we may immediately and without further notice suspend your access and use of the Site, and may delete any data associated with your account. If we terminate your account, you must not create another without our written permission. Termination under this section does not limit the licence and warranties given in clause 6 below.

3.2 Permissions and consents

By becoming a Registered User you agree that your Profile and User Materials may be viewed or accessed by other users (whether registered or not) in accordance with the privacy settings you nominate on your Profile and User Materials from time to time.

4. Members – Learning Log

4.1 Becoming a Member

  1. If you are a Registered User you may log into your Profile and sign up as a Member. At the time of signing up you must elect the Membership Period you wish to apply for, and pay the applicable Membership Fee.
  2. As a Member you will be able to access the Learning Log tool to upload, collate and share your own material with others, subject to our Acceptable Use Policy and these terms.

4.2 Fees

  1. If you have elected a 12-month Membership Period, we will debit your credit card for the applicable Membership Fee at the time you apply to become a Member, then annually in advance for each following 12-month period for the term of this agreement.
  2. If you have elected a monthly Membership Period, we will debit your credit card for the applicable Membership Fee for the first month (pro-rated if applicable) at the time you apply to become a Member, then monthly on the first day of each following month of this agreement.

4.3 Further payment provisions

  1. You must reimburse us for any transaction, processing or dishonour fees applicable to your payment.
  2. All fees are in Australian dollars and are exclusive of GST.
  3. If your payment is dishonoured or reversed for any reason we may suspend your Membership until we receive full payment.

4.4 Ending your Membership

  1. You may log into your Profile and elect to end your Membership at any time. We will refund any unused portion of Membership Fees.
  2. Your Membership will end if:
    1. the Membership Period lapses without your paying the Membership Fee for the following Membership Period; or
    2. you elect to end your Membership,

      3. in which case you will be able to access the Site only as a Registered User (provided you have a valid Profile). Material you have uploaded to Learning Log as a Member remains on Learning Log, and all links you have previously shared will remain live.

5. Our Relationship with You

5.1 The Site

For the duration of these Terms of Use we will host and maintain the Site, and provide technical support by email to the Support Email.

5.2 No affiliation/recommendation

  1. Inclusion of your Profile on the Site does not imply that we recommend or endorse you, or that you have complied with any or all relevant laws.
  2. Similarly, we do not recommend, nor do we make any recommendation or representation about any other user of the Site.

5.3 Rejection, cancellation or suspension

Your Profile is subject to our approval. We reserve the right to suspend or reject Profiles or request amendments if any part does not meet our requirements for inclusion on the Site at any time, or if we have reason to suspect that you have breached any of your obligations or warranties under these Terms of Use.

5.4 Changes

We may amend these Terms of Use at any time by 30 days’ written notice to you. If you do not agree with any proposed amendments, you may cancel your registration or Membership at any time prior to the effective date of the notice, and receive a pro rata refund of any unused balance of Membership Fees you have paid. Your continued use of the Site after the effective date of the notice constitutes your acceptance of the amendments set out in the notice.

6. Your Warranties and Obligations

6.1 Your Profile

  1. You must maintain your Profile via the Site, and ensure that it is accurate and up-to-date.
  2. You must keep your Site login id and password confidential and secure, and not disclose it to anyone.
  3. You warrant that your Profile:
    1. is true and submitted in good faith;
    2. is your own and not that of another person or business;
    3. does not contain anything defamatory or any malicious falsehood in relation to any product, service, person, or corporation;
    4. does not breach or infringe any third party’s Intellectual Property right or obligation of confidentiality; and
    5. complies with applicable legislation or regulations of the Commonwealth of Australia and state and territory legislation or any law in any country where the material or information (or both) is or will be available electronically to users.

6.2 Your rights and obligations

  1. You agree to:
    1. comply with these Terms of Use and all applicable laws and regulations;
    2. comply with our privacy policy, and any other policy we publish on the Site from time to time; and
    3. use the Site in good faith and for your personal use only (whether commercial or non-commercial).
  2. You must not:
    1. post or send any material, or do anything which is unlawful, offensive, abusive, indecent, defamatory, or menacing, or in breach of any Intellectual Property, publicity, privacy or other rights of others;
    2. cause annoyance, inconvenience or needless anxiety to others;
    3. distribute or link to any material which contains malware of any kind;
    4. post commercial advertisements or promotional material; or
    5. collect information (including information about other users) for purposes outside these Terms of Use. In particular, you must not harvest information from the Site for commercial purposes without our prior consent.

7. Posting and Republishing Content

  1. Any Intellectual Property rights in User Materials you upload to or create within ePortfolio remains yours (or the relevant third party, for third party materials).
  2. By uploading or posting User Materials to the Site:
    1. you grant us a licence to allow other users to access such User Materials in accordance with the preferences you select on the Site, or any links you elect to publish or share with other users from time to time; and
    2. subject to the terms of these Terms of Use, you grant us a perpetual, non-exclusive, royalty-free, world-wide licence to all Intellectual Property in that User Material, including the rights to sublicense, adapt, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, or edit such User Materials in our ordinary course of business.
    3. you agree and acknowledge that once incorporated into another user’s ePortfolio, your User Materials may remain in that user’s ePortfolio even after you have deleted them from your ePortfolio, in whole or in summaries, references, excerpts or derivative works.
    4. you warrant and represent that:
    5. you own, or otherwise have full legal right to provide the content and Intellectual Property licence above; and
    6. the content is not defamatory, confidential, and does not infringe any third party Intellectual Property rights.
  3. We do not moderate User Material on the Site, but we reserve the right to delete any User Material at any time, for any reason.

8. Intellectual Property Rights

  1. The material on the Site is protected under Australian and international copyright and other laws governing protection of Intellectual Property rights. Intellectual Property rights in images, trade marks and other content on the Site are owned by their respective owners. You must not deal with the material on the Site in any way which infringes on the content owner’s Intellectual Property rights without separate written permission from the content owner.
  2. Please contact us if you wish to re-post articles or images from this Site on another site, as some materials are subject to third party licences.

9. Disclaimers and Limitation of Liability

9.1 Disclaimers

  1. To the extent allowable by law:
    1. the information and material contained on the Site are provided on an "as is" basis. We disclaim all representations and warranties, express or implied, with respect to material on the Site, whether provided by us, third party contractors or other users, including without limitation, the fitness for any particular purpose of anything contained or referred to on the Site.
    2. we do not warrant, guarantee or make any representation that:
      1. the Site is free of viruses;
      2. the functions contained on the Site will operate uninterrupted or are error-free or are compatible with all browser and operating systems; or
      3. errors and defects in the Site will be corrected.
    3. we take all reasonable efforts to maintain the security and confidentiality of the Site and any materials you upload to the Site, but we cannot ensure or guarantee the security of your information. For example, hacking, vandalism, hardware or software failure may affect the security and confidentiality of materials you provide, and we take no responsibility for such events.
  2. You acknowledge that you have exercised your own judgement as to the suitability of the Site for your purposes, and that you use the Site at your sole risk.

9.2 Responsibility for Own Actions

Each party agrees to release and hold harmless, indemnify and defend the other party and its Indemnified Officers against any Claim or Liability from or in relation to:

  1. its own negligence or malpractice, or reckless or intentional misconduct; and
  2. its own failure to perform its obligations and responsibilities under these Terms of Use.

9.3 Indemnity

  1. You agree to release and hold harmless, indemnify and defend us and our Indemnified Officers against any Claim or Liability from or in relation to:
    1. any acts or omissions of anyone whom you allowed to access the Site using your login details from time to time, whether deliberately or otherwise;
    2. your breach of any law or infringement of any third party rights including without limitation Intellectual Property rights, privacy rights, or consumer protection laws;
    3. if your instructions to us cause us to be in breach of any law or infringement of any third party rights including Intellectual Property rights; and
    4. your action, inaction, delay or breach of your obligations under this agreement or your breach of any warranties under this agreement.
  2. You agree to release and hold harmless us and our Indemnified Officers against any Claim or Liability arising from or in relation to:
    1. any agreement between yourself and any other user of the Site;
    2. acts or omissions of other users or any third parties;
    3. any downtime, interruption, hardware or software failure of any kind;
    4. our reasonable actions in denying anyone access to the Site for security reasons or non-payment; and
    5. actions taken in relation to these Terms of Use in accordance with our obligations at law or any order issued by a court of law or relevant government authority,

    whether directly or indirectly arising in connection with the Site, even if we knew or should have known about the possibility of such Claim or Liability.

  3. You indemnify us for any reasonable legal expenses we incur as a result of your breach of these Terms of Use, on a solicitor and own-client basis.

9.4 Limitation of Liability

  1. To the fullest extent allowable at law:
    1. we only accept liability to you as set out in this clause 9, or as required by consumer or other laws which cannot be excluded by contract;
    2. indirect, special, pure economic or Consequential Loss (whether arising under contract or tort) are expressly excluded under these Terms of Use;
    3. we are not liable to you for:
      1. errors in the information you provide to us;
      2. acts or omissions of any other user of the Site, including defamatory, offensive, unlawful or illegal conduct; or
      3. default or failure in performance of our obligations under this agreement resulting directly or indirectly from:
        1. a Force Majeure Event; or
        2. third party service providers, suppliers, or couriers; or
        3. or any other circumstances caused by factors beyond our reasonable control,

          4. whether or not caused through any act or inaction by us, our employees, agents or independent contractors, or through any other cause.

      4. our liability, and liability of our Indemnified Officers under this agreement is limited to (at our election):
        1. supplying the services again; or
        2. payment of the cost of having the services supplied again; or
        3. a refund of the amount you paid us for those services;
      5. despite any other provision to the contrary, you agree that our total liability and the total liability of our Indemnified Officers in connection with this agreement whether under contract or tort, will not in any circumstances exceed $100.
  2. The limitation of liability under clause 9.4 has effect in relation both to any Liability expressly provided for under this agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this agreement.

10. Links to Third Party Websites

  1. This Site may provide links or references to other websites for your convenience. We do not control or endorse these websites, and are not responsible or liable for the accuracy, legality, or any other aspect of the content of such websites or for any damage or injury arising in connection with your access to such websites.
  2. If you choose to purchase goods or services from a third party, including one accessed from the Site, you are entering a separate agreement with that third party, and expressly agree that we are not a party to any such transaction.

11. Termination

11.1 Force Majeure

Neither party is liable for any delay or failure to perform its obligations under these Terms of Use to the extent that such failure is caused by a Force Majeure Event. However, nothing in this clause excuses payment of any money due. We may suspend access to the Site for the duration of any Force Majeure Event.

11.2 Termination for default

  1. Either party may end this agreement immediately by notice via email if the other party:
    1. is in breach of this agreement and fails to remedy its breach despite 7 days’ notice; or
    2. experiences an Insolvency Event.
  2. Either party may end this agreement at any time and without prior notice if the other party is guilty of dishonesty, serious misconduct, or serious neglect of duty.

11.3 Termination for convenience

  1. You may terminate this agreement at any time, for any reason, by logging into the Site and electing to deactivate your Profile, or by sending us an email to consultant@educorp.com.au.
  2. We may terminate this agreement and delete your Profile at any time for any reason, by 30 days’ written notice to you, and refund any unused portion of any Membership Fees you may have paid.

11.4 Consequences of termination

If this agreement is terminated for any reason, then in addition to any other rights we may have:

  1. your right to use the Site will immediately be limited to the portions of the Site which do not require registration;
  2. your right to use any Intellectual Property belonging to us automatically ceases;
  3. we will immediately remove your Profile from the Site; and
  4. we may retain records relating to your Profile following termination of this agreement in accordance with general legal and accounting requirements.

12. Dispute Resolution

12.1 Mediation

If a dispute arises between the parties in relation to this agreement, either party may give the other party a written notice that they intend to arrange mediation. The parties must refer the dispute to an independent mediator within 21 days, and share the costs of the mediation in equal shares.

12.2 Legal Proceedings

No party may commence court proceedings unless the dispute remains unresolved after 28 days from the date of the written notice provided under clause 12.1.

13. Violations

We take reports of abusive content and copyright infringement seriously. If you find any content on the Site that is incorrect, offensive, or suspect that the content infringes your intellectual property rights, please notify us by email at consultant@educorp.com.au.

14. General

14.1 Enduring clauses

The parties’ rights and obligations under clauses 7, 9, 11.4, 12 and 14.2 will survive the termination of these Terms of Use for whatever reason.

14.2 Jurisdiction

The laws of Queensland, Australia apply to these Terms of Use and the parties submit exclusively to the courts of that jurisdiction.

14.3 Severability

If any provision of this agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this agreement.

14.4 Waiver

Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

14.5 Entire Agreement

This agreement contains the entire agreement between the parties and supersedes all previous negotiations or agreements in relation to the subject matter of this agreement.

14.6 Assignment

We may assign or novate our rights and obligations under these Terms of Use at any time by notice on the Site. Upon assignment or novation, our rights and obligations are binding on and will benefit our respective representatives, successors and assigns.

15. Definitions and Interpretation

15.1 Definitions

In these Terms of Use:

  1. Claim means any claim notice, demand, investigation, action, proceeding, litigation, or judgment however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving a party to these Terms of Use or third party.
  2. Consequential Loss includes, without limitation:
    1. loss of data or unauthorised disclosure of data;
    2. loss of opportunity, loss of revenue, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of bargain, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss; and
    3. disappointment, distress, stress, and inconvenience.
  3. ePortfolio means repository of artefacts tagged by a User which may take the form of documents, slide shows, images, video in a range of document types.
  4. Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives.
  5. Insolvency Event in relation to a party means either of the following:
    1. the party is wound up or dissolved, or an administrator, liquidator or receiver is appointed;
    2. the party is placed under official management, commits an act of bankruptcy or is charged with a criminal offence; or
  6. Intellectual Property means all intellectual property rights, including copyright, inventions, patents (including patent applications), trade marks (whether registered or not), designs (whether registrable or not), eligible circuit layout rights, domain name licences, know-how, trade secrets, and includes the right to register any intellectual property rights.
  7. Learning Log means a User’s aggregated, gamified list of instances of individual learning in all forms: reading, responding - written / verbal/ video, creating using tools of choice.
  8. Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.
  9. Member means a Registered User who has elected to become a Member under clause 4 and paid the Membership Fee.
  10. Membership Fee means the fee applicable to your Membership Period, as notified to you at time of signing up.
  11. Membership Period means the length of your membership as nominated by you at time of signing up.
  12. Profile means the profile you set up for yourself as Registered User.
  13. Registered User means a person who registered as a user under clause 3.
  14. Site means the website and associated systems which may be accessed at educorponline.com.
  15. Terms of Use means this agreement including schedules and appendices, if any.
  16. User Materials means any materials which you upload to the Site from time to time.

15.2 Interpretation

Nothing in this agreement shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.