Terms and Conditions
1.Introduction
These terms and conditions (“Terms”) govern the Customer’s, and any users of the Customer’s (“You”, “Your”, “Customer” or the “User”) use of Our Website, our learning management support platform (“LMS Platform”) and any Subscriptions, Your relationship with Intersection Pty Ltd ABN 48 656 161 563 (referred to as “We”, “Us”, “Our” or “Intersection”). Access to this Website, Use of the LMS Platform and any Subscriptions are subject to these Terms, and any other notices, statements, disclaimers or terms and conditions contained on this Website or within the LMS Platform. By using or accessing this Website and/or using the LMS Platform, you agree to these Terms.
2. Digital products
Through our Website, Our products are provided in the following manners:
Downloadable resources (e.g. policy templates, risk assessment tools etc) (“Downloadable Resources”);
eLearning courses for a one-off payment (per User) (“Single Payment Courses”); and
eLearning Courses (and in some cases access to additional content) which are subject to subscriptions (“Subscriptions”).
Additional terms and conditions which apply to the each of these differing types of products are set out below.
Our eLearning Courses may be managed or operated through third party websites and/or applications which may have their own terms and conditions for use, which You may need to accept in order to utilise the relevant resources.
3. Access for persons within Australia Only
This Website and the products and services it describes including use of the LMS Platform and any Subscriptions, are only for the use of persons residing in Australia.
4. Updates
We reserve the right to update these Terms from time to time and any changes will be notified to You via a suitable announcement on the Website. It is Your responsibility to check for such changes. The changes will apply to the use of the Website, LMS Platform and/or Content after we have given such announcement. If You do not wish to accept the new Terms You and Your Users should not continue to use the Website, LMS Platform and/or Content (as applicable). If You continue to use the Website LMS Platform and/or Content after the date on which the change comes into effect, Your use of the Website LMS Platform and/or Content will be deemed to indicate Your acceptance of, and agreement to be bound by, the new Terms.
5. Content
You acknowledge and agree that:
the Website, Downloadable Resources and eLearning Course materials (“Content”) are prepared in accordance with the legislation in force at the time they were prepared, and having regard to any other considerations that We, in Our sole discretion, determine is relevant for the Content;
We may, in Our sole and absolute discretion, change, update or otherwise amend and/or issue new versions of the Content at any time without notice to You;
if We have agreed to develop customisations or amendments to Our Content specifically for You (“Customised Content”), We are not liable or responsible for maintaining or updating any Customised Content; and
the Content and any guidance or advice provided by Us, is for instructional purposes only and does not constitute legal advice and does not take into account specific circumstances of any person and/or organisation. The Content and any guidance provided by us is not a substitute for independent advice provided by an appropriately qualified practitioner.
6. Single Payment Courses and Subscriptions general
Certain of the products and Content available on our Website and/or LMS Platform are offered as Single Payment Courses or Subscriptions. The terms set out in the order for Your Single Payment Course or Subscription (“Order”) are supplementary to these Terms. If there is any inconsistency between Your Order and these Terms, the Order will take priority to the extent of any such inconsistencies.
By making an Order, You are agreeing to:
purchase the relevant Content; and
to access the LMS Platform subject to these Terms,
together with any features, services, accounts, benefits and offers set out and agreed between Us, and You in the Order. You access the Content via the LMS Platform using login details provided to You/Your User.
Once You have made an Order and paid the applicable fees, We will set You up with access to Your course/Subscriptions. Subject to the payment of the fees set out in the Order, We grant You a non-exclusive, non-transferable, revocable licence to access the LMS Platform and relevant Content, and to permit the number of Users to access and use the Content set out in the Order.
You acknowledge that other agreements or policies may also apply to Your Order including:
Any subsequent Order You may make to change or modify Your Order/Subscriptions;
Our Privacy Policy, which describes how We collect, hold and use personal information and use cookies; and/or
the terms of service of any third-party providers of the LMS Platform.
7. Downloadable Resources
Access to Downloadable Resources will be granted immediately after payment.
You are permitted to download up to three copies only of the relevant Downloadable Resource for the applicable fee, after which access will be restricted. If you wish to download further copies of a Downloadable Resource, please make a further Order.
You acknowledge that refunds will not be permitted given the grant of immediate access to the Downloadable Resources.
8. Single Payment Courses term
For Single Payment Courses, You will be provided with access to the course for the number of Users set out in the Order (and any in-course linked resources) for a period of three months from the date of purchase.
You acknowledge that refunds will not be permitted given the grant of immediate access to the Single Payment Course.
9. Subscriptions Terms
9.1 Initial Term
Your Subscription will commence on the date that We confirm acceptance of Your Order and receipt of payment (“Commencement Date”) and continue for a period of 12 months from the Commencement Date (“Initial Term”).
9.2 Renewal Period
At the end of Your Initial Term, your Subscription(s) will automatically renew, on a rolling basis, for further periods of 12 months each (“Renewal Period”). If You do not want Your Subscription to automatically renew, You can cancel Your Subscription(s) by providing written notice to iacademy@intersection.work at least 14 days prior to the end of the Initial Term or the then current Renewal Period (as applicable) (“Notification Date”). If You do not cancel Your Subscription prior to the Notification Date, Your Subscription will automatically renew for the next Renewal Period and You must pay the fees applicable for that further Renewal Period.
9.3 Users
The Subscription and features available are limited to the number of Users and/or Content set out in the Order.
Subscriptions are not transferrable between Users. If a User ceases to require access to the LMS Platform, You must deactivate their profile and may set up a new User – up to the total number of Users provided for within the Subscription Order(s) – without additional cost.
If You exceed the User limits set out in Your Order, You must pay additional User fees for each additional User.
9.4 Increase in fees
The fee for a Subscription (“Subscription Fee”) is fixed for the Initial Term. Once the Initial Term has expired the Subscription Fee will be charged at the then current fees applicable for a 1-year term as notified to you. If We have not notified you of the increase to the applicable fees prior to the Notification Date, Subscription Fees will increase on renewal by no more than the CPI (“Consumer Price Index” (All Groups) for Australia published by the Australian Bureau of Statistics for the preceding financial Year.
9.5 Updates to Terms
Where We have notified You, or You otherwise become aware of, a change in the Terms that You reasonably believe adversely affects Your Subscriptions please notify Us of Your concerns by mailing iacademy@intersection.work within 30 days from the date you receive Our notification. If You do not notify us of your concerns within 30 days of receiving Our notification, you will be deemed to have agreed to the amended Terms.
Within 30 days of receiving Your notification of concerns, We may, at our discretion, notify You that:
We agree to allow You to continue to use some or all the Subscriptions in accordance with the previously agreed Terms for the period set out in that notice; or
We do not agree to You continuing to use the Subscriptions on the previously agreed Terms, in which case You may terminate Your account with Us and stop using the LMS Platform within 30 days of the date You first notified Us. If You continue to use the Subscriptions You will be deemed to have agreed to the amended Terms.
10. Terms of Use
10.1 User logins
You are responsible for all acts and omissions for each User in connection with the Subscriptions (as if they were Your own acts or omissions) and all loss arising from Your use of the Subscriptions, and any access granted to Your Users.
You must ensure that all Users must comply with these Terms to the extent that they apply to their individual use of the Content or any Subscriptions. Users must keep their username and password secure and not let anyone else access their User login.
You must notify us immediately of any actual or suspected unauthorised use of a User login or if You suspect someone has access to a User’s login credentials.
You are responsible for all actions and losses arising from use of Your User logins because of Your failure to keep Your information secure and confidential.
10.2 Unauthorised and illegal use
You and Your Users must not:
use any Subscriptions, courses or Content if You have not paid the relevant fees;
use and/or access the Website, LMS Platform and/or Content in order to build a similar and/or competitive website, product, and/or service;
copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the LMS Platform or Content in any form and/or by any means;
remove and/or destroy any copyright notices and/or other proprietary markings contained on the Website and/or in the LMS Platform or Content;
copy or download, in a systematic manner, any content, graphics, video, text or animation from the Website, the LMS Platform or Content, or communicate or otherwise distribute such systematically obtained content, graphics, video, text or animation;
use the Website or LMS Platform in a way that impairs its functionality, compromises the security or integrity of Our or our third-party provider’s systems or networks or interferes with other people’s use of the Website or LMS Platform;
modify, and/or make derivative works of, disassemble, decompile, reverse engineer anything on the Website, LMS Platform or Content;
access any system, login or account without Our permission;
use the Website, LMS Platform or Content for any illegal or fraudulent purpose;
upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights;
license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit either the Website, the LMS Platform or Content;
frame and/or utilise framing techniques to enclose any trademark, logo, and/or other portion of the Website, LMS Platform or Content (including images, text, page layout, and/or form);
use any metatags and/or other “hidden text” using Our name and/or trademarks;
use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Website, LMS Platform or Content;
directly or indirectly introduce, or permit the introduction by, any harmful code to the Website, LMS Platform or any third-party providers website or application; or
use or allow Your Users or any third party to do anything inconsistent with these Terms, those set out in any Order or those to any applicable third-party website or application.
11. Invoicing and payment
11.1 Single Payment Courses and Downloadable Resources
For Single Payment Courses and Downloadable Resources payment is immediately due via online payment upon Our acceptance of your Order.
11.2 Subscriptions
For Subscriptions We will invoice You, and You agree to pay Us:
for the Initial Term, upon us accepting the Order the Subscription Fees set out in the Subscription Order;
for any fees for additional Users beyond that specified in Your Order, within 7 days of our issue of an invoice for such fees;
for each Renewal Period, within the period prior to the commencement of Renewal Period, the Subscription Fees together with any outstanding fees.
In the event that You have less Users than the amount set out in Your Order, You will not be entitled to any refund of the Subscription Fees, future credit or contract extensions for Subscriptions you did not use. However, if You notify Us that you wish to amend the number of Users no less than 14 days prior to the expiration of Your:
Initial Term, or
Your then current Renewal Period, we will prepare a new Order for You to make with a reduced number or Users, including specifying any amended Subscription fees.
12. General payment terms
Unless expressly stated otherwise, all prices or other sums payable or any other consideration provided or under or in connection with these Terms or an Order do not include GST.
You are responsible for all bank fees and charges associated with any international monetary transfer in association with payment of the invoice.
If You do not make payments by the due date, then unless otherwise agreed, We will charge You interest on all overdue payments at 10% per annum from the due date until the date the outstanding amount is paid. You acknowledge that this interest represents a genuine pre-estimate of our damages.
If Your fees remain outstanding for more than 30 days, We may, at our discretion, immediately suspend Your access to Your Content or Subscription. Should we suspend Your access, Your contractual obligations are not suspended and Your obligation to pay is unaffected and will continue to accrue. We will send notification of our intention to suspend (7 days prior to the actual suspension) to the notification details set out in the Order, or as modified by notice that We receive in writing by You.
13. Termination
13.1 Termination by You
You may terminate Your Order and/or Subscription(s):
immediately by written notice, if We materially breach any of these terms and that breach is not capable of remedy or We do not remedy the breach within 14 days of written notice to do so, or We are subject to an insolvency event, including being insolvent or unable to pay debts when they fall due, any step is taken in relation towards a creditor compromise or the appointment of a liquidator, receiver or administrator, or becoming or are liable to be declared bankrupt (“Insolvency Event”); or
where you give notice under clause 9.2, upon expiry of the Initial Term or then current Renewal Period (as applicable).
13.2 Termination by Us
We may terminate Your Subscriptions immediately by written notice if:
You breach any of these terms and that breach is not capable of remedy or You do not remedy the breach within 14 days of written notice to do so;
You are subject to an Insolvency Event; or
Any fees are outstanding for 60 days or more.
We may also terminate Your Subscriptions by giving you a notice of termination no less than 14 days prior to expiry of the Initial Term or then current Renewal Period (as applicable).
13.3 Suspension
We may immediately suspend Your access to all or any part of the LMS Platform, Subscriptions, Content or services under these Terms at our sole discretion including if:
You are in breach of these Terms and You have not rectified that breach within 14 days of receiving a notice from Us requiring You to do so;
payment of any fees are more than 30 days overdue; or
We reasonably believe suspension is required to protect the Website, LMS Platform, Content, our systems, or other users of the LMS Platform.
13.4 Effect of termination
Upon termination or expiration of the agreement between You and Us with respect to a Subscription or other Order:
all current Orders and Subscriptions will immediately end; and
You must immediately cease using the Subscriptions and Content and You must procure that Your Users also do so.
If we terminate your Subscription under clause 13.2, you must pay all outstanding fees due for the relevant Subscription term and no refund is payable.
In the event of a termination under clause 13.1, you will be entitled to a pro-rated refund for the portion of fees related to the remaining balance of the Initial Term or the then current Renewal Period (as applicable) that You have paid for and not used.
Suspension and termination of an Order and/or Subscription are not the sole remedies available to Us, and will not prejudice, or amount to a release of, compensation or other remedies that have accrued in relation to any acts, omissions, breach, negligence, or wilful misconduct occurring prior to such termination.
14. Confidential Information
While using our Website and/or the LMS Platform, You may have access to our confidential information, such as, information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions. You agree to protect our confidential information and not to share it without our express written permission unless required to by law.
15. Intellectual Property
Our Website, the LMS Platform and Content are protected by copyright, trademarks, database and other intellectual property rights whether registered or unregistered. You acknowledge that the ownership of the material and content displayed on the whole or on part of the Website, the LMS Platform and Content and the intellectual property rights in such material and content shall remain with us or our licensors absolutely. You may retrieve and display the content of the Website, the LMS Platform and Content on a computer screen or print one copy of such content (for Downloadable Resources, 3 copies) for your own, internal business purposes, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for external commercial purposes any of the Website, LMS Platform or Content.
16. Disclaimer
Subject to any warranties that may not be excluded or limited by law, We disclaim any and all express or implied warranties, guarantees and representations including, but not limited to:
merchantability and reliability;
that the Website or LMS Platform will be uninterrupted or error free; and
the fitness of the Website, LMS Platform, Content or other services and features in meeting your requirements and/or purpose.
No express or implied representation or warranty is made as to the suitability, accuracy or currency of any of the material on this Website, the LMS Platform or the Content, particularly in instances where there is a change of relevant law, which therein impacts the nature of the Content. It is strongly recommended that You exercise your own skill and care with respect to your reliance on this Website, LMS Platform and its contents, including carefully considering its accuracy, currency, completeness and relevance. Where appropriate, professional advice should be obtained.
17. Liability and Indemnity
You indemnify Us, our associated entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses”) that arise out of, or relate to, Your use of the Website, Subscriptions, LMS Platform or Content or any service delivered by a third party (except to the extent the Losses were caused by our breach of these Terms or our negligence).
Except for liability that cannot be excluded or limited by law, We exclude Our liability for indirect loss or consequential loss including without limitation, loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
We limit our total aggregate liability to You under these Terms and in connection with any Content, Orders or Subscriptions to direct damages up to the total paid by You to Us during the 12 month period preceding the first event that gave rise to our liability under these Terms, provided that, to the extent our liability may not be limited by law, our liability is limited to the cost of replacing or paying for the costs of replacing the relevant goods or services.
18. Force majeure
We are not liable for any delay or failure to perform obligations due to events that are beyond our reasonable control, including without limitation, failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics, or pandemics.
19. Notices
You must send any notices to Us by emailing iacademy@intersection.work. We will send legal notices to You by email to the email address You have provided to Us.
20. General
20.1 No partnership or agency
Unless the parties explicitly agree in writing otherwise, nothing in these Terms should be interpreted as forming a partnership or agency between Us and You or any Users, or as forming any other type of legal association that would give You or any User the right power or authority to bind or create any duty or obligation of Intersection.
20.2 Assignment
You may not assign or transfer Your rights or obligations under these Terms without our prior written consent. We may assign or novate our rights and obligations under the Terms (in whole or in part) without Your consent.
20.3 Survival of Terms
Any terms that by their nature or otherwise specified in these Terms should continue to apply after termination, will continue to apply after termination.
20.4 Severance
If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to have been deleted from these Terms and shall not affect the validity and/or enforceability of any remaining provisions of the Terms.
20.5 Waiver
No waiver by Us in respect of any breach of any provision of these Terms shall be construed as a waiver of any preceding or succeeding breach of any provision of these Terms.
20.6 Third party rights
All third-party rights are excluded, and no third party shall have any right to enforce these Terms. This shall not apply to members of our group who shall, from time to time and subject to our consent, have the right to enforce these Terms as if they were Us. Any rights of a third party to enforce these Terms may be varied and/or extinguished by agreement between the parties to these Terms without the consent of any such third party.
20.7 Governing Law and jurisdiction
These Terms will be governed by the laws of New South Wales, Australia and subject to the non-exclusive jurisdiction of the courts of New South Wales, Australia.