The following terms and conditions apply to all Students and provision of all goods and services:
1 Site availability
1.1 We shall use reasonable endeavors to provide continuing availability of the Server and the AppInstruct WebSite but we shall not, in any event, be liable for site interruptions or down time of the Server.
1.2 In no event will we be liable to you for loss of data, or the inability to retrieve data, resulting from or incidental to the use of a Service.
2 Goods and services
2.1 Upon payment by you of the applicable Course Fees, AppInstruct will provide you access to the associated Course Tutorials through the Secure Student Site.
2.2 The AppInstruct Course consists of 10 Core Tutorials and optional Assessments (Course Materials). Each Student has up to 12 months to complete these 10 Core Tutorials and optional Assessments. Upon successful completion of all the Core Assessments and payment of their Course Fees in full, each Student will be emailed their Certificate of Achievement and may be asked to complete a short survey. Unfortunately, it is not practical to post Certificates to Students.
2.3 Irrespective of a Student's progress through the Course, in the event that a Student who has elected to pay by installment is late in paying any installment, their access to the Secure Student Site will immediately be terminated and the total amount outstanding will become immediately due and payable.
2.4 All Course Materials are imprinted with the Student's name and email address.
2.5 AppInstruct, at its sole discretion, may make available additional Advanced Tutorials to Students through the Secure Student Site from time to time.
2.6 Access to the Secure Student Site expires 12 months after a Student's enrolment date. Where a Student has not finished their Core Tutorials and Assessments, upon application and payment of a Refresher Fee, AppInstruct may, at its sole discretion, extend access to the Student for a further 6 months to allow them to complete the Core Course and any Advanced Tutorials they select.
3 Intellectual property rights
The parties acknowledge and agree that all current and future intellectual property rights in the "AppInstruct Website, Core Tutorials, Advanced Tutorials and Assessments" are held by Twenty First Century Education Pty Ltd who retains all legal and equitable rights to them. Students do not acquire any legal or equitable rights or interests in these intellectual property rights, other than a limited license to use them for their own personal education.
4.1 All charges payable by you to us for the goods and services shall be in accordance with the relevant scale of charges and rates published from time to time by us on the AppInstruct Website.
4.2 The provision by us of the goods and services is contingent upon our having received payment in full from you in respect of the relevant goods and services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of your access to the Student Secure Site.
4.3 If you fail to make payment within the terms of this agreement, you will become liable for the cost of collection. This will include interest on any overdue amount, calculated at the daily rate of 12% per annum, from the due date of the payment.
4.4 Upon provision of a credit or debit card or PayPal account, you give us authorization to automatically debit your card or PayPal account for all charges set out and agreed to by you on your enrolment. If you fail to pay any installment, you authorize us to automatically debit your card or PayPal account for the total amount outstanding on that date.
4.5 Irrespective of whether you download all Tutorials, complete any or all Assessments and complete the Course, you acknowledge that on enrolling you agreed to pay the Course Fees in full.
5 Account fee
If you nominate that the good(s) or service(s) you have purchased to be invoiced, you may be charged a $4.40 account fee per invoice issued.
6.1 We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.
6.2 We may terminate this agreement immediately if you breach any of these terms and conditions, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.
6.3 Without limiting Clause 7 below, Exclusion and limitation of liability, AppInstruct will not be liable to you for any cost, expense, damage or loss whatsoever for terminating this agreement.
6.4 AppInstruct shall not be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to termination of access to the Server or a change by the supplier to the conditions of supply thereof.
6.5 AppInstruct does not offer refunds or credits for new purchases in the event of the expiry, termination or cancellation of a Student's enrollment.
6.6 FREE TRIAL - Upon enrollment as a Student, you automatically participate in our Free Trial. There is no time limit on the Trial, but you are restricted to only the First Tutorial. Access to the free trial is limited to one per registered email address. The Trial automatically ends upon you paying the applicable Course Fees, at which time you receive unrestricted access.
7 Exclusion and limitation of liability
7.1 TO THE FULL EXTENT PERMITTED BY LAW WE HEREBY EXCLUDE ALL CONDITIONS AND WARRANTIES NOT EXPRESSLY SET OUT HEREIN. EXCEPT AS SPECIFICALLY SET FORTH ELSEWHERE IN THIS AGREEMENT, WE MAKE OR GIVE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER OR INCIDENTAL TO THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR RESELLERS, AGENTS, TUTORS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES HEREBY GIVEN, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
7.2 Our total aggregate liability to you for any claim in contract, tort, negligence, equity or otherwise arising out of or in connection with the provision of the goods and services shall be limited to the charges paid by you in respect of the goods and services which are the subject of any such claim and provided that you notify us of any such claim within 4 weeks of it arising.
7.3 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever, even if you alerted us to the possibility that such loss may occur. Nor will we be liable in any event for any damages including, without limitation, indirect, special, incidental, consequential or exemplary damages, arising out of or in connection to this agreement, or the goods and services provided.
7.4 In no event will we be liable to you for loss of data, the inability to retrieve data, or for loss of opportunity resulting from or incidental to the use of goods and services provided.
8.1 You agree to indemnify and keep indemnified and hold us harmless from and against any claim brought against us by a third party resulting from the provision of goods and services by us to you and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms.
8.2 You agree to indemnify and keep indemnified us from any loss that we may incur as a result of you breaching this agreement, including but not limited to, where you copy or make available for public use, in breach of any of our intellectual property rights any part of the Course Materials without our prior written consent.
9 Important note:
In the event that this agreement constitutes a supply of goods or services to a consumer as defined in the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation (the Acts) nothing contained in this agreement excludes, restricts or modifies any condition, warranty or other obligation in relation to this agreement and the goods and services and you where to do so is unlawful. To the full extent permitted by law, where the benefit of any such condition, warranty or other obligation is conferred upon you pursuant to any of the Acts, our sole liability for breach of any such condition, warranty or other obligation, including any consequential loss which you may sustain or incur, shall be limited (except as otherwise specifically set forth herein) to:
9.1 In relation to goods:
(a) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or
(b) the repair of the goods or payment of the costs of having the goods repaired,
9.2 In relation to services:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again as in each case we may elect.
Where you have breached this agreement, including but not limited to, circumstances where you have publicly made available the Course Materials in breach of Twenty First Century Education's Pty Limited underlying Intellectual Property Rights, you agree to pay to Twenty First Century Education Pty Limited an amount of $500,000 in liquidated damages.
You acknowledge that any disclosure by you of your own or others ideas to us, our resellers, agents, tutors, representatives, contractors or employees is at your discretion, your own risk and is not necessary in order for you to complete the Course. In no circumstances will we, our resellers, agents, tutors, representatives, contractors or employees enter into any form of confidentiality or non-disclosure agreement with you, the student, if asked. As you will understand, we, our resellers, agents, tutors, representatives, contractors and employees are also entrepreneurial working professionals who at any one time may be working on a number of different projects, any of which may be similar in whole or part to any idea you choose to share with any of us.
Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, post or courier to the address of the other party as appearing on the AppInstruct Website or ancillary enrolment forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by post or courier shall be deemed to be served two days following the date of posting for domestic post and ten days following the date of posting for international post.
If any clause of this agreement is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed to be omitted, whilst the remainder of the agreement continues to be binding on the parties.
The benefit of this agreement may be assigned by us, but not our obligations to you - to do that, you agree that we may give notice to you in writing, and your failure to respond will be deemed acceptance. You may not transfer this agreement.
15 Change to terms on renewal
We may change the terms and conditions of this agreement at any time. Details of our current terms are available here. Any renewal of a service will be in accordance with the terms and conditions in place as at that time.
In addition to general Account, Billing and Service communications, AppInstruct will, from time to time, issue email notifications relating to our services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into agreement with these terms and conditions and/or submitting your email for a copy of the Free Course Guide, you agree to receive email communications by inferred consent until such time as you decide to opt-out of such communications. You may opt out of our mailing list at any time by visiting http://www.appinstruct.com /manage-subscriptions/ or by following 'unsubscribe' instructions contained within the communications. Enrolled Students will not be able to opt-out of Account, Billing, Service and Downtime Notifications or any other communications deemed to be an essential part of our service to them. Please review our Privacy Statement for full details of our use of personal data.
17 Entire agreement
These terms and conditions constitute the entire agreement between AppInstruct and you, and supersede all prior agreements, understandings and representations whether oral or written. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation may be made to the contract unless it is in writing and signed by you and AppInstruct.
Termination, expiry or cancellation of this agreement shall not affect the rights and obligations of the parties under clauses 4, 7, 8, 9, 10 and 19 which shall remain in full force and effect, and without prejudice to all rights and obligations accrued prior to termination.
19 Governing law
This agreement and the provision of all goods and services provided under it are governed by the laws in force in New South Wales, Australia and each party submits to the exclusive jurisdiction of the courts of New South Wales, Australia.