Please read this these Terms carefully before accessing and using the Studium Platform. It provides you with important information concerning the Studium Platform and contains the terms and conditions of use, including warranty and liability information.
If you use or access the Studium Platform, you are deemed to have accepted these Terms and will become subject to a legally binding contract. Do not proceed to access and use the Studium Platform if you do not wish to do so.
Certain capitalised words used in these Terms have a defined meaning and are set out in the glossary at clause 16.1
.ACCEPTANCE OF TERMS AND ENTRY INTO CONTRACT
1.1 These Terms apply to all persons who access and/or use the Studium Platform.
1.2 By accessing or using the Studium Platform you accept and agree to be bound by these Terms.
1.3 You acknowledge that by accepting these Terms:
(a) a legally binding contract between you and Studium is created on these Terms and your application to Studium for the grant of a Licence (Contract);
(b) if you are accepting these Terms of the Contract on behalf of another person or entity, you warrant and represent to Studium that you have the authority to do so;
(c) you warrant and represent that you are at least 17 years of age (or if applicable Law requires that you must be older in order for you to access and/or use the Studium Platform, you warrant that you are that older age). Studium may terminate your Licence immediately if you are not such minimum age;
(e) you acknowledge that the Contract, and your Licence granted under it, is agreed between you and Studium only, and not with a Third Party Provider.
1.4 Studium may identify or notify you of special conditions to the Contract, at or immediately prior to your application for the grant of a Licence. Any special conditions prevail to the extent of any inconsistency with the other provisions of the Contract.
2.1 Student Users
If you are a Student User, subject to your payment of any applicable Fees and continued compliance with the Contract, Studium grants to you a Student Licence.
If you are a Subscriber, subject to your payment of any applicable Fees and continued compliance with the Contract, Studium grants to you a Subscriber Licence for the Subscription Period.
All updates to the Studium Platform that are provided by or on behalf of Studium to update, supplement or replace any aspect of the Studium Platform are subject to your Licence, except where expressly stated otherwise in a separate licence applicable to that update.
2.4 Minimum age
2.5 The grant of your Licence is conditional upon you being at least 17 years of age or, if applicable Law requires that you must be older in order for you to access and/or use the Studium Platform, at least that older age. Restriction
Studium may restrict your use of the Studium Platform, including the number of your connections and your ability to contact other Users.
3. INFORMATION AND PROFILE
(a) (name) use your real name on your Profile, including when you use a business or trading name (e.g. ‘ABC Pty Ltd trading as Proficient Services’);
(b) (accurate information) ensure that the information you provide to Studium (including information that you upload to your Profile) is accurate and not misleading; and
(c) (update) ensure that the information you provide to Studium and upload on your Profile up to date.
3.2 Access information
(a) You will be sent an email signup link which will issue you with a unique username and allow you to set up a password to login and access the Studium Platform. You are encouraged to use a strong password to access the Studium Platform.
(b) Studium recommends that you enable the two-factor identification optional feature when you use the Studium Platform.
(c) You must keep your username and password for the Studium Platform private and not share it with anyone.
(d) You are responsible for maintaining the security and privacy of your password for the Studium Platform. You are also responsible for anything that happens through your Profile unless you report any unauthorised access or use.
(e) Studium seeks to employ appropriate security measures to protect Users’ Profiles from unauthorised access. Notwithstanding this, Studium cannot guarantee that unauthorised third parties or computer hackers will not seek to access, or be successful in accessing, your Profile. Studium does not take any responsibility in this regard.
4. SYSTEMS AND REQUIREMENTS
4.1 Internet access and data
(a) You will be responsible for procuring adequate internet access from a third party internet service provider to enable the operation of the Studium Platform, at your own cost. Studium is not liable for any data or internet usage costs and expenses that you incur while using the Studium Platform.
(b) The Studium Platform may enable access to other applications, third party services and websites, the use of which may require internet access and additional terms of service. You may be required to use third party services referred to in this clause 4.1(b) at your sole risk. To the extent permitted by Law, Studium is not liable for any loss or damage that you may suffer or incur for content that may be found to be offensive, indecent or objectionable.
4.2 Minimum systems
You must operate the Studium Platform on a Compatible Device in accordance with any minimum operating requirements as notified by Studium from time to time.
(a) The Studium Platform is provided to you on an “as is”, “as available” and “where is” basis, without any warranty of any kind other than those expressly stated in the Contract or mandatory provisions implied by Law.
(b) Studium may update, amend or replace the Studium Platform or any aspect of it from time to time as it considers necessary, including conducting website, firmware and software updates. You must perform or execute all updates to, or download all new versions of, the Studium Platform and software updates, as required, and as directed by Studium.
(c) Studium may perform any maintenance, servicing or update to the Studium Platform, with or without notice. Such maintenance, servicing or update may render the Studium Platform temporarily inoperable.
(d) Studium does not warrant that the operation of the Studium Platform will be uninterrupted or error free and does not warrant against loss or damage caused by accident, abuse or misapplication of the Studium Platform by you or any third party.
5.2 Limitation of liability during maintenance
To the extent permitted by Law, Studium is not liable, and you must not make any claim against Studium, for any loss or damage suffered or incurred by you or any third party whatsoever as a result of:
(a) the Studium Platform or other equipment being inoperable whilst undergoing maintenance, servicing or updates by Studium; or
(b) any inoperability, malfunction or error in the systems, equipment or infrastructure of third party telecommunication services providers, internet service providers or data storage providers.
6. CONDUCT AND ACTIVITIES
6.1 Rights to Data
You must not upload, share or make public through the Studium Platform any information, material or data that you do not have the right to upload, share or make public, or where such would contravene applicable Law or rights of a third party.
6.2 Professional conduct
You must conduct yourself in a professional and courteous manner in the use and operation of the Studium Platform.
6.3 Compliance with Laws
You must comply with all applicable Laws, including, without limitation, privacy Laws, intellectual property Laws, anti-spam Laws, export control Laws, tax Laws, and regulatory requirements.
6.4 Protection of rights
Unless expressly authorised by Studium to do so, and without limiting clause 6, you must not do any one or more of the following, and any attempt to do so is void:
(a) (copying) make or distribute copies of the Studium Platform, transfer the Studium Platform from one device to another, or distribute or make the Studium Platform available over a network where it could be used by multiple devices at the same time;
(b) (reverse engineering) reverse engineer or decompile the Studium Platform;
(c) (modification) modify, alter, change or otherwise make any modification to the Studium Platform or create derivative works based upon the Studium Platform;
(d) (infringement) infringe the Intellectual Property Rights of others or otherwise contravene any Intellectual Property Laws;
(e) (resale) resell, sublicense, assign, distribute or otherwise transfer the Studium Platform or this Licence, or any rights in relation to the same; or
(f) (marks) remove or obscure Studium’s copyright, trade mark or other proprietary notices from any of the materials displayed on or downloaded from the Studium Platform.
6.5 Prohibited activities
In using the Studium Platform, you must not:
(a) (information) distribute, copy or use information or data directly or indirectly obtained through the Studium Platform, including information of a third party that you do not have authorisation to disclose;
(b) (Viruses) upload, distribute or disseminate any Viruses;
(c) (identity) create a false identity or misrepresent your identity;
(d) (unauthorised access) access or use another person’s Profile;
(e) (function limits) seek to bypass any feature of the Studium Platform which control or restrict access to particular functions, applications, Services or features of the platform;
(f) (automated use) access and/or use the Studium Platform thorough autonomous programmes;
(g) (alteration) alter the display of items on, or appearance of, the Studium Platform;
(h) (statements) make, post, distribute or disseminate any materials, publications or statements, whether made by you or any other person, that are or would likely be unlawful or harmful, offensive, unlawfully discriminatory or injurious to any person; or
(i) (affiliation) represent that you are affiliated with or endorsed by Studium.
(b) A policy is not a term of the Contract, but Studium will seek to follow its policies to the extent that they apply to the Contract.
(c) Studium may issue, amend or withdraw a policy, whether it is a policy expressly referred to in the Contract or not. You will be notified of any new or amended policy, or of any withdrawal of a policy, by Studium. A new or amended policy will become effective upon Studium giving you notice of the same (unless Studium states a later effective date).
If you are a business User and provide or permit your officers, partners, employees, contractors, agents or representatives to access and use the Studium Platform, you are responsible for the acts of those persons. You must take all reasonable steps to ensure that such persons comply with your obligations in the Contract as if they were you.
(a) Studium (or any licensor pursuant to which Studium operate the Studium Platform or any part of the Studium Platform) remains the legal and beneficial owner of the Studium Platform.
(b) Nothing in the Contract or otherwise provides, or is intended to provide, you with any legal or beneficial ownership interest in the Studium Platform whatsoever.
(c) Studium reserves all rights not specifically granted under your Licence, including domestic and international Intellectual Property Rights.
8.1 Consent to technical data collection
(a) You agree that Studium may collect, store, use, process and/or dispose of technical data and related information, including technical information about the Studium Platform, system and application software, and peripherals, (Technical Data) that is gathered periodically to facilitate the provision of software updates, product support and other services to you or any third parties (if any) related to the Studium Platform.
(b) Studium may use the information or statistics based on the Technical Data as long as it is in a form that does not personally identify you, to improve Studium’s products or to provide services or technologies to you or other Users of the Studium Platform.
8.2 Ownership and licence
(a) Studium acknowledges and agrees that, in relation to all information, records, materials or other data uploaded or posted to the Studium Platform, provided to Studium, or otherwise collected by Studium in relation to the Studium Platform (User Data), you (or any licensor of the User Data) retain ownership of the User Data.
(b) You grant Studium a transferrable, non-exclusive, irrevocable, perpetual, fee/royalty-free, worldwide licence to access, use, copy, modify, distribute, publish, process, store, collate, transfer, sub-licence and/or exploit your User Data.
(c) Your User Data may be shared, posted, re-posted or otherwise disseminated by other Users’ through the Studium Platform.
(d) Studium is not responsible or liable for any misuse of your User Data by other Users.
(e) You may delete any of your User Data from your Profile or otherwise from the Studium Platform (where possible), but Studium may store or otherwise retain copies of that User Data.
(f) If you terminate your Profile, Studium will cease displaying, distributing, posting or otherwise disseminating your User Data through the Studium Platform, except through sharing, posting, re-posting or other dissemination of your User Data by other Users’ Profiles.
(h) Studium may remove certain User Data, including from your Profile, where and to the extent required by applicable Law.
(i) User Data that is uploaded by you to your Profile:
(i) will be posted and disseminated by Studium through the Studium Platform, and that User Data will be searchable and accessible by other Users and by Studium;
(ii) which is made publicly accessible through the Studium Platform may be accessed by third party internet search engine providers; and
(iii) may be translated, edited or altered such that the intended meaning of the expression is not materially affected.
(j) Studium is not required to pay you any royalty or other fee in relation to User Data that you upload to your Profile, including where Studium displays User Data that you elected to make public in the vicinity of third party advertisements or other content.
(a) You acknowledge and agree that:
(i) the Studium Platform is intended to facilitate sharing of information and date, as well as messaging and communication between Users;
(ii) User Data that you upload, post, share or disseminate using the Platform (including on your Profile) may be available to other Users and other third parties;
(iii) if you have selected a setting available on the Studium Platform that controls who may view or access your User Data, Studium will comply with that selection; and
(iv) if you have not selected a setting available on the Studium Platform to restrict who may view or access your User Data, Studium will apply its default settings which may be for that User Data to be publicly visible or accessible.
(b) Studium may withdraw or remove any of your User Data from the Studium Platform or your Profile at its discretion, without notice.
(a) Studium may, but is not obliged to, store, hold or archive your User Data at its discretion.
(b) Studium may permanently delete any archived User Data at any time and at its sole discretion. Studium does not guarantee that any User Data will be stored, held or archived such that you may access it, other than as required by applicable Law.
(c) If you request Studium to retrieve any undeleted User Data from archive, Studium may charge you a fee equal to its costs of retrieving such User Data.
8.5 Personal information and privacy
(i) the provision of products and services;
(ii) the marketing of products or services by or on behalf of Studium;
(iii) analysing, verifying and checking your credit, payment and status in relation to provision of products or services;
(iv) processing of any payment instructions, direct debit facilities or credit facilities requested by you; or
(v) enabling the daily operation of your account and the collection of amounts outstanding in your account in relation to the Contract.
(b) You acknowledge and agree that it is your sole responsibility to comply with all applicable privacy Laws (including the Privacy Act 1988 (Cth)) when using the Studium Platform.
8.6 Subscriber marketing
If you are a Subscriber, you agree that Studium may disclose on Studium’s website, in publications and in marketing that you are a Subscriber. Further, you grant Studium a transferrable, non-exclusive, irrevocable, perpetual, fee/royalty-free, worldwide licence to copy, reproduce, publish, distribute and otherwise use your name, trademarks, logos and branding on Studium’s website, in publications and in marketing materials solely for the purposes of this clause.
9. FEES AND PAYMENT
(a) Your Licence Fee will be the relevant fee for the type of Licence that you have requested as publicly stated or advertised by Studium from time to time of the Studium website or as notified to you by Studium. All other Fees will be as notified to you by Studium prior to you accessing or using a Service.
(b) Unless expressly stated otherwise, all Fees are expressed:
(i) in Australian dollars;
(ii) exclusive of GST (or similar indirect taxes, such as value added tax or sales tax);
(iii) exclusive of currency conversion costs.
(c) Studium may amend and increase a Fee to account for any variation in currency exchange rates, taxes or other government charges.
9.2 Review and adjustment of Fees
(a) Studium may review and adjust any Fee at any time. An adjustment to any Fee will not operate retroactively.
(b) You will be notified of any adjusted Fee that will be required to pay, including when that adjusted Fee will come into effect. If you do not agree to the adjusted Fee, you may terminate your Licence under clause 14.2. Otherwise, you will be required to pay the adjusted Fee.
9.3 Transaction costs
In addition to the Fees, you will be responsible for paying, and Studium may charge you, currency conversion costs, GST and other government taxes and financial institutions fees (e.g. credit card, direct debit, EFTPOS, PayPal or BPay fees) and other transaction costs in relation to your payments to Studium.
9.4 Obligation to pay Fees
(a) You must pay the Fees applicable to your Licence and each additional Service that you request. If you do not pay the Fees as required, your Licence may be terminated and Studium may seek to recover those unpaid Fees.
(b) Studium will provide you with a tax invoice for all Fees and other amounts payable by you. Tax invoices will be sent to you by email and will state the due date for payment of the relevant invoiced amount. Payment may be required in advance or in arrears, at Studium’s discretion.
(c) You may pay an invoiced amount by credit card, direct debit or any other method of payment set out on a tax invoice.
(d) Studium may store your payment information and may continue to bill you using such information. You may change your payment information by notifying Studium. You authorise Studium to charge you using your existing payment method automatically upon the due date for payment of any invoiced amount.
(a) Without limiting clause 14.3, Studium will not generally provide refunds to Users. You are not entitled to a refund of any amounts paid to Studium unless Studium expressly agrees otherwise or Studium is required to by applicable Law to provide you with a refund.
(b) Studium may adopt a refund policy from time to time which will be notified to you and made available on Studium’s website.
10. THIRD PARTIES
10.1 Third Party Providers
(a) This clause 10.1 applies where you intend to access the Studium Platform using a software application or product manufactured by or on behalf of a Third Party Provider.
(b) You acknowledge that:
(i) your Licence is between you and Studium and not with the Third Party Provider;
(ii) the Third Party Provider does not have any obligation to provide any maintenance and support services in relation to the Studium Platform;
(iii) if you allow a Third Party Provider’s software application or other product to connect you to the Studium Platform or if you otherwise access such application or platform through the Studium Platform, that Third Party Provider may obtain access to your User Data;
(iv) access to, or use of, a Third Party Provider’s software application or other product may be provided subject to separate terms and conditions of use;
(v) Studium does not control, and therefore does not have any responsibility or liability in relation to, a Third Party Provider’s software applications or products; and
(vi) the Third Party Provider may not have any warranty obligation whatsoever with respect to the Studium Platform, other than as required by Law.
(c) You must maintain and update all operating systems or software applications (e.g. Apple iOS, Google Android etc) as directed or as required by the Third Party Provider.
10.2 Third party information
(a) You should take reasonable care to assess and consider the accuracy and reliability of third party information or data available on the Studium Platform.
(b) You acknowledge that Studium does not warrant the accuracy or reliability of any information or other data uploaded, posted, displayed or disseminated by through the Studium Platform by third parties (including Users). Studium is not responsible for, and does not review, all such information or data.
Studium may suspend your rights under your Licence if you fail to comply with any of the terms and conditions of the Contract.
12. WARRANTIES AND LIMITATION OF LIABILITY
12.1 You expressly acknowledge and agree that the use of the Studium Platform is at your sole risk.
12.2 You represent and warrant to Studium that that the following statements are true, correct and not misleading, at the date of the Contract and on each day during term of the Contract:
(a) you have full power and legal capacity to enter into and perform your obligations under the Contract;
(b) if you are a corporation, you are registered and validly existing under laws of its jurisdiction of your incorporation;
(c) an obligation under the Contract is legal, valid, binding and enforceable against you; and
(d) you have taken the action necessary to authorise the execution and performance of the Contract.
12.3 All express and implied terms, conditions, guarantees and warranties which might apply to, or arise out of, the Contract or the transactions that it contemplates are excluded to the extent permitted by Law, other than:
(a) as expressly provided in the Contract; and
(b) terms, conditions, guarantees and warranties which by Law cannot lawfully be excluded or modified by agreement, including those under the Competition and Consumer Act 2010 (Cth), the Fair Trading Act 2010 (WA) and any other applicable equivalent legislation (Mandatory Term).
12.4 If Studium is liable for a breach of a Mandatory Term, Studium’s liability to you is, to the extent permitted by Law, limited to any one or more of the following as Studium determines in its absolute discretion:
(a) if the breach relates to goods, replacement or repaid of the goods, supplying equivalent goods, or paying the costs of replacing, repairing, procuring or hiring equivalent goods; or
(b) if the breach relates to services, repair or reperforming the services, supplying equivalent services, or paying the costs of repairing, reperforming or procuring equivalent services.
12.5 To the extent permitted by Law:
(a) Studium is not liable for any Excluded Loss; and
(b) you agree that subject to clause 12.4, Studium’s total liability to you in any event for any claims or loss arising out of or in relation to the Contract is strictly limited to the Fees and other amounts that you have paid Studium in relation to the Studium Platform.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 You acknowledge and agree that all Intellectual Property Rights comprised in or relating to the Studium Platform (including any updates) remain vested in Studium and nothing in the Contract or otherwise provides, or is intended to provide, any legal or beneficial ownership interest in such Intellectual Property Rights.
13.2 Nothing in the Contract is intended to, or will, act to transfer, assign, convey or otherwise grant you any right, title or interest in Studium’s Intellectual Property Rights, other than as licensee pursuant to your Licence.
14. TERM AND TERMINATION
14.1 The Contract is effective until the expiry of the Subscription Period (if applicable) or the Contract is otherwise terminated by you or by Studium in accordance with these Terms.
14.2 Subject to clause 14.3, you or Studium may terminate the Contract at any time by notice to the other. Studium may also terminate the Contract and your Licence immediately if you fail to comply with your obligations under the Contract.
14.3 You must pay the Cancellation Fee to Studium if you are a Subscriber and you terminate the Contract, except if such termination is a result of Studium being in material breach of the Contract and failing to remedy such breach within 15 Business Days of receiving a written request from you to do so.
14.4 Upon termination of the Contract:
(a) you must cease to access and use the Studium Platform;
(b) you must pay the Cancellation Fee under clause 14.3, if applicable;
(c) you may request that Studium close and delete your Profile; and
(d) the following clauses survive:
(i) Studium’s rights to use and disclose your feedback;
(ii) other Users’ rights to further re-share User Data that you uploaded or shared through the Studium Platform to the extent copied or re-shared prior to termination;
(iii) clauses 6.4, 6.5, 7, 8.2(b), 12, 13, 14, 15 and 16 of the Contract; and
(iv) your obligation to pay any unpaid Fees or other amounts in relation to the period prior to termination.
15. GENERAL PROVISIONS
15.1 Governing Law
The Contract is governed by and construed in accordance with the Laws of the State of Western Australia and the Commonwealth of Australia (as applicable), without having regard to conflict of laws considerations. You and Studium submit to the jurisdiction of the courts of the State of Western Australia and the Commonwealth of Australia (as applicable). Your use of the Studium Platform may also be subject to other local, state, national, or international Laws.
15.2 Entire agreement
The Contract constitutes the entire agreement between you and Studium, and supersedes all previous discussions, undertakings and agreements (written, oral or any combination thereof) in relation to the subject matter of the Contract.
(a) You must obtain Studium’s prior written consent before you transfer, assign, novate, licence or otherwise dispose of a right or obligation under the Contract, and any purported transfer, assignment, licence or other disposal contrary to this clause is void.
(b) Studium may assign or novate the Contract to a third party purchaser of its business or to any of its Related Bodies Corporate by giving you written notice to that effect. Your consent is not required for such assignment or novation.
(a) Studium reserves the right to review and amend the Contract at any time at its absolute discretion. If Studium amends the Contract, that change will take effect from the date on which Studium notifies you of such amendment.
(b) If you do not agree to amendment, you may terminate the Contract and your Licence under clause 14.2. Otherwise, if you do not terminate the Contract within 10 Business Days of being notified of the amendment, you will be deemed to have accepted and agreed to the amendment.
If any provision of the Contract is invalid, illegal or unenforceable, that provision must be severed from and ignored in the interpretation of the Contract to the minimum extent necessary and to the intent that the remaining provisions of the Contract remain in full force and effect.
15.6 Nature of relationship
(a) You acknowledge and agree that the relationship between you and Studium is that of principal and contractor.
(b) Nothing in the Contract constitutes, or will be deemed to constitute, a relationship of agency, employment or partnership between you and Studium.
15.7 Rights of third parties
(a) To the extent permitted by Law, a person who is not a party to the Contract does not have any right to enforce any term of the Contract under any legislation in any jurisdiction, except where otherwise expressly set out in the Contract.
(b) Notwithstanding any rights of persons who are not parties to enforce the Contract, the Contract may be:
(i) varied by the parties in accordance with clauses 15.3(b) or 15.4 without the consent of any person who is not a party; and
(ii) terminated by consent of the parties, and in any other manner and circumstance in which termination is allowed, without the consent of any person who is not a party.
15.8 Notices and communications
(a) Studium may provide communications (including notices, consents, approvals, requests, demands and tax invoices) to you using the appropriate internal messaging or communication function of the Studium Platform, or by pre-paid post, email or hand delivery using the contact information (including SMS) that you provided to Studium.
(b) You must provide communications (including notices, consents, approvals, requests and demands) to Studium using the appropriate internal messaging or communication function of Studium Platform.
(c) You must keep the contact information that you provided to Studium up-to-date.
(d) Each communication:
(i) must be in the English language;
(ii) if sent:
A. through the Studium Platform, is taken to be received immediately;
B. by email, is taken to be received at the time it is delivered to the recipient party’s host server;
C. by post to a party in the same country as the sender, is taken to be delivered on the 3rd Business Day after posting; and
D. by post to a party in a different country as the sender, is taken to be delivered on the 7th Business Day after posting.
(e) Notwithstanding clause 15.8(d)(ii), if a communication is taken to be received on a day that is not a Business Day or after 5.00pm in the place where the communication is received, it will be taken to be received at 9.00am on the next Business Day.
16.1 The following words have the meaning given to them below when used in these Terms:
Business Day means a day other than a Saturday, Sunday, public holiday or bank holiday in Perth, Western Australia.
Cancellation Fee means, where the Contract is terminated under clause 14.2, the unpaid Licence Fees applicable to the remainder of the Subscription Period, or such lesser amount as Studium may (in its absolute discretion) determine.
Compatible Device means a computer, mobile telephone, mobile tablet device or any version of the same, on or through which the Studium Platform may be accessed and will function, as notified by Studium from time to time.
Contract has the meaning given to that term in clause 1.2(b), being the contract between you and Studium in relation to your access and use of the Studium Platform.
Excluded Loss means any one of more of the following from or related in any way to the Contract or its subject matter:
(a) any loss of profit, loss of revenue, loss of product, loss of expected savings, loss of income, rent or holding costs, loss of expected production, opportunity costs/loss of opportunity, loss of business (including loss or reduction of goodwill or opportunity), and damage to reputation, whether actual, direct, indirect, anticipated or otherwise; and
(b) any indirect or consequential loss which is not covered by paragraph (a) of this definition.
Fee means a Licence Fee, a Service Fee or any other fee payable by you to Studium under the Contract, as the context requires.
Intellectual Property Rights means all existing and future rights in relation to intellectual property throughout the world, whether registered, unregistered or registrable, including any one or more of the following:
(a) patent, trade mark, copyright (including future copyright), moral rights, registered design or other design right, plant breeder’s rights or any other corresponding property or right (including rights to apply for registration or other protection) under the Laws of any jurisdiction;
(b) rights in respect of an invention, discovery, trade secret, know-how, concept, idea, methodology, information (including, where applicable, Confidential Information), data, algorithm or formula;
(c) other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of July 1967;
(d) all renewals and extensions and all similar or equivalent rights or forms of protection in relation to the rights referred to in this definition; and
(e) all variations, improvements, derivations, adaptations or modifications of the rights referred to in this definition.
GST means goods and services tax levied in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Law means any: legislative requirements; common law; civil law; mandatory codes, standards and guidelines; writ, order, injunction or judgment; regulatory requirement of any government agency having jurisdiction over the parties or the services, whether formal or informal, no matter how expressed, including by way of order, notice, determination or direction; and local government legislation, including regional plans, district plans, regulations, by-laws, declarations, ministerial directions and other subordinate legislation.
Licence means the licence granted to you under the Contract to access and use the Studium Platform, being either a Student Licence or a Subscriber Licence, as the context requires.
Licence Fee means the fee payable by you to Studium in consideration for the grant of your Licence.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Profile means your profile created through and using the Studium Platform.
Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Commonwealth of Australia)), being:
(a) the holding company of a company or other body corporate;
(b) a subsidiary a company or other body corporate; and
(c) a subsidiary of the holding company of a company or other body corporate.
Service means a service, function or application of, or provided by, the Studium Platform, whether performed by Studium or a third party.
Service Fee means the fee payable by you to Studium in consideration for the provision of a Service.
Student means a natural person who is a student of a school, university, college or other educational institution.
Student Licence means a non-transferable, non-exclusive, revocable, worldwide licence to access the Studium Platform on a Compatible Device for the purposes of:
(a) creating and maintaining a Student Profile;
(b) contacting, messaging and otherwise communicating with Studium, Subscribers and other Users of the Studium Platform to the extent that such functions are provided through a Student Profile; and
(c) using the Services provided via a Student Profile,
on and subject to the terms and conditions of the Contract and the usage rules of the relevant Third Party Provider of the Compatible Device.
Student User means a user of the Studium Platform who is a natural person and who is undertaking studies at a school, university, college or other educational institution.
Studium means ElevenBlue Pty Ltd (Australian Company Number 617 137 354) trading as ‘Studium’ or ‘Studium Global’.
Studium Platform means the ‘Studium Global’ cloud-based digital software platform and user interface developed and operated by Studium.
Subscriber means a user of the Studium Platform other than a Student User.
Subscriber Licence means a non-transferable, non-exclusive, revocable, worldwide licence to access the Studium Platform on a Compatible Device for the purposes of:
(a) creating and maintaining a Subscriber Profile;
(b) searching and viewing information provided by Student Users through Student Profiles;
(c) contacting, messaging and otherwise communicating with Student Users and other Users of the Studium Platform to the extent that such functions are provided through a Subscriber Profile;
(d) making and publishing articles, announcements and other general notices (including under clause 15.8) through the Studium Platform; and
(e) using the Services provided via a Subscriber Profile,
on and subject to the terms and conditions of the Contract and the usage rules of the relevant Third Party Provider of the Compatible Device.
Subscription Period, in relation to a Subscriber Licence, means the period over which the Subscriber Licence is granted, being the period notified to you by Studium at the time that you apply for the grant of the Subscriber Licence.
Third Party Provider means a third party who manufacturers a product or device, or that develops software or systems, on or through which you access and use the Studium Platform (e.g. Apple Inc., Microsoft Corporation, Google etc).
User Data has the meaning given to that term in clause 8.2(a).
User means a Student User, a Subscriber or any other user of the Studium Platform.
Virus means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
16.2 In the Contract, unless the context otherwise requires:
(a) a reference to a “party” or to “parties” is a reference to you, to Studium or to both, as the context requires;
(b) a reference to “you” or “your” is a reference to a User;
(c) if a word or phrase is defined, then its other grammatical forms have a corresponding meaning;
(d) the singular includes the plural, and vice versa;
(e) a reference to a gender includes any gender;
(f) a reference to an inanimate thing includes a living thing, and vice versa;
(g) the words “include”, “includes” and “including” are not words of limitation;
(h) a reference to a statute includes its subordinate legislation, proclamations, ordinances and a modification, replacement or re-enactment of the same;
(i) a reference to person, includes a reference to:
(i) an individual, a body corporate, a trust, a partnership, a joint venture an unincorporated body or other entity, whether or not it is a separate legal entity; and
(ii) the person’s personal representatives, successors and assigns (as applicable);
(j) a term, condition or warranty of the Contract in favour of or on the part of two or more people, benefits or binds them jointly and severally;
(k) a reference to time is to Australian Western Standard Time in Perth, Western Australia;
(l) if the date on which an act, matter or thing must be done or take place is not a Business Day, then that act, matter or thing must be done or take place on the next Business Day;
(m) if a period of time runs from a given date, act or event, then the time is calculated exclusive of the date, act or event;
(n) a provision in the Contract must not be construed adversely to a party solely on the ground that the party was responsible for the preparing the Contract or that provision;
(o) a reference to “writing” or “written” includes any electronic transmission or communication by facsimile; and
(p) a reference to a right includes a benefit, remedy, discretion or power.
16.3 Headings are for convenience only and do not affect the interpretation of the Contract.