NACRE PRACTICE MANAGERS ACADEMY TERMS AND CONDITIONS
|Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:
Nothing in this Agreement limits your rights under the Australian Consumer Law.
TERMS AND CONDITIONS
A. This agreement (Agreement) is entered into between Nacre Consulting Pty Ltd ATF Love Family Trust trading as Nacre Consulting Pty Ltd (ABN: 73 592 400 501 (we, us or our) and you, the person placing an order for the NACRE Practice Managers Academy program, an online and interactive training program (Program) through the website operated by us (Site) (you or your), together the Parties and each a Party.
B. This Agreement forms the agreement under which we agree to provide you the Program. Please read this Agreement carefully. If you have any questions, please contact us using the contact details below, before accepting this Agreement.
- Acceptance and Term
- You accept this Agreement by placing an order for the Program via the Site (Program Start Date). This Agreement will continue for a period of 12 weeks, or until the last day of the Program, whichever is the later (Program End Date), unless earlier terminated in accordance with its terms (Term).
- We may amend this Agreement at any time by publishing updated terms on our Site.
- You may not cancel this Agreement after the Program Start Date, except as set out in clause 13 (termination).
- The Program
- Our obligations
- In consideration of your payment of the Price, and subject to your compliance with the terms of this Agreement, we will provide the Program (including the Content) in accordance with this Agreement, whether ourselves or through our Personnel.
- You will have access to one session as defined on the Site (Session) per week unless there is additional bonus content at our discretion.
- We will make a recording of each Session which will be available for you to view on the Site for a period of 7 days after the Session has been completed. You may not record, download, take screenshots of, or otherwise make any other recording in any other form of, a Session or part thereof.
- You acknoweldge and agree that while we will use our best endeavours to provide each Session in accordance with the schedule as indicated on the Site, if this Agreement expresses a time or date at which a Session is to be provided, such time is an estimate only, and creates no obligation on us to provide a Session at such time and date and that the time and/or date may be varied by us at our discretion. We will notify you of any changes to the schedule as soon as practicably possible, and no less than 2 hours before the Session is to be held.
- We warrant and agree that we will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:
- by suitably competent and trained Personnel; and
- in an efficient and professional manner.
- You agree:
- to comply with this Agreement and all of our reasonable requests or requirements (including the Content Licence);
- to obtain, and provide to us, all things reasonably necessary to enable us to provide the Program to you;
- to comply with our policies, standards and instructions for participants of the Program, provided to you from time to time (Code of Conduct);
- that we have the right to enforce our Code of Conduct;
- that you may not record, download, take screenshots of, or make any other recording in any other form of, a Session or part thereof;
- you have not relied on any representations or warranties made by us in relation to the Program (including as to whether the Program is or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
- that a Session will not be re-run, and you will not receive a refund if you fail to attend a Session;
- you will inform us if you have reasonable concerns relating to our provision of the Program under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
- the Program is provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Program (including the Site and Content) to third parties without our prior written consent;
- you have all the hardware, software, licences and services which are necessary to access and participate in the Program, including any required operating systems as set out on the Site; and
- that you will not disclose to any other person any Personal Information of a third party that is disclosed to your during a Session.
- Third Party Inputs
- You agree that the provision of the Program may be contingent on, or impacted by, Third Party Inputs.
- You agree that the Program may include Third Party Inputs that may interface, or interoperate with, the Program, including third party software or services.
- With the exception of the Third Party Inputs used by us to provide the Program to you (Our Third party Inputs), to the extent that you use such Third Party Inputs, you are responsible for:
- the purchase of;
- the requirements; and
- the licensing obligations (including any terms and conditions),
related to the applicable Third Party Input, including third party software and services.
4. In relation to Our Third party Inputs, we agree to obtain and maintain (at no additional cost to you) the required licence for access and use, for the purposes of your use and enjoyment of the Program, provided that you comply with:
- the terms and conditions relating to such licences; and
- our instructions and directions.
5. You agree that the benefit of any of Our Third party Inputs is subject to your compliance with clause 3 and 3.4.
- You are responsible for:
- keeping your Account details confidential;
- ensuring that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us; and
- all activity on your Account.
- You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in this Agreement.
- Licence and restrictions on use
- Subject to the payment of the Price and your compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Program, for your use and enjoyment of the the Program as contemplated by this Agreement and subject to the terms of this Agreement (Licence).
- You must not access or use the Site or place an order for the Program unless you are 18 years old.
- You must not (and must not permit any other person to) use the Program in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to:
- use the Program to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
- use the Program in any way that damages, interferes with or interrupts the supply of the Program;
- introduce malicious programs into our hardware and software or Systems, including viruses, malware worms, trojan horses and e-mail bombs;
- carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
- use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Site or Program;
- if applicable, send any form of harassment via email, through verbal communications, or any other form of messaging, whether through language, frequency, or size of messages, or use the Site or Program in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
- circumvent user authentication or security of any of the Program, networks, accounts or hosts or those of our other users.
- Payment Terms
- You agree to pay us the Price, and any other amounts payable to us under this Agreement, in accordance with the terms set out in this clause 6 (Payment Terms).
- You will be charged the Price for your initial order by completing the order for the Program on the Site. Unless you terminate this Agreement in accordance with its terms, you will be charged the same Price each month from the day you signed up to the Program (each date being the Billing Date).
- You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
- You must ensure your chosen payment method has sufficient funds to pay the Price on each Billing Date.
- The payment methods we offer are set out on the Site. We may offer payment through a third-party. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
- We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
- We may from time to time issue promotional discount codes for our Program on the Site. To redeem the promotional discount code, you must enter the code into your account, and the discount will be applied to your purchase of the Program. The conditions of use relating to promotional discount codes will be set out on the Site. We may also from time to time run competitions on the Site or on social media. These competitions are subject to terms and conditions which will be made available on the Site at the time of the competition.
- If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):
- immediately cease or suspend the provision of the Program. Where we cease the provision of the Program, we may offer your position on the Program to another applicant. If we exercise this right your position will be deemed forfeited and you acknowledge that such failure is a breach of this Agreement which is incapable of remedy and we have no Liability to you arising from such forfeiture; and
- engage debt collection services and/or commence legal proceedings in relation to any such amounts.
- To the maximum extent permitted by law, there will be no refunds or credits for any payments made, save as otherwise provided for in this Agreement.
- Collection Statement
- We may disclose that information to third party service providers who help us deliver our Program, data storage providers, web-hosting and server providers, professional advisors and our business partners or as required by law. In certain circumstances, we may disclose your Personal Information to third parties located, or who store data, outside Australia.
- By providing Personal Information to us, you understand:
- you do not have to provide Personal Information to us, but if you do not provide Personal Information to us this may affect your ability to participate in the Program.
- Intellectual Property Rights
- Our Intellectual Property
- You agree that all Intellectual Property Rights:
- in the Program, including the Site and the Content;
- in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with this Agreement, the Site, the Content and any machine learning algorithms output from the Site); and
- You agree that all Intellectual Property Rights:
will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
2. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
3. We grant you a non-exclusive, worldwide, revocable, non-sublicensable and non-transferable licence, for the Term, to access and display the Content, and if it is expressly indicated on the Site in respect of a portion of the Content that you may download that portion of the Content, you may download that portion of the Content, solely for your personal use and for the purpose of participating in the Program (Content Licence). You must not use our Content for your own commercial gain.
4. Other than as expressly permitted in this Agreement, you must not, whether directly or indirectly, without our prior written consent:
- copy or use, in whole or in part, any of our Intellectual Property;
- reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
- reverse assemble, reverse engineer, reverse compile or enhance the Site;
- attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Site, the data or documentation;
- breach any Intellectual Property Rights connected with the Program, including altering or modifying any of our Intellectual Property;
- cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
- resell, assign, lease, hire, sub-license, transfer, distribute or make available the Program to third parties;
- “frame”, “mirror” or serve any of the Program on any web server or other computer server over the Internet or any other network; and
- alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Program.
5. This clause 8 will survive the termination or expiry of this Agreement.
9. Social Media
- Subject to this Agreement, we encourage you to interact with the Site and with us on social media! You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on social media. We may run campaigns via the Site and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
- If you make any User Content available on or through the Site, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Site and our social media platforms.
- You agree that you are solely responsible for all User Content that you make available on or through the Site, including on social media using a Tag. You represent and warrant that:
- you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by this Agreement); and
- neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your participation in the Program, including your use of the Site, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it does not contain identifying information.
- We, and our licensors own all rights, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
- Australian Consumer Law
- Certain legislation, including the Australian Consumer Law (ACL), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
- If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Site provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
- Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Program) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
- This clause 11 will survive termination or expiry of this Agreement.
Limitations on Liability
- Despite anything to the contrary, to the maximum extent permitted by law:
- neither Party will be liable for any Consequential Loss;
- a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including any failure to mitigate that Liability; and
- our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Program to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Program to which the Liability relates.
- You agree that the Content is not intended to provide legal, tax or financial advice. We are not a financial planner, broker or tax advisor. The Content is general information only. The Content has not been adapted to your personal circumstances; your personal financial situation is unique, and any information and advice obtained through the Content may not be appropriate for your situation. Accordingly, before making any decision or implementing any strategy, you should consider obtaining additional information and advice from your accountant or other financial advisors or professionals who can provide you with personalised advice.
- Despite anything to the contrary, to the maximum extent permitted by law:
Exclusions to Liability
3. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:
- loss of, or damage to, any property or any injury to or loss to any person in connection with your acts or omissions;
- your breach of any provision of this Agreement;
- any use or application of the Program (including the Site and Content) by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
- any work, services, goods, materials or items which do not form part of the Program (as expressed in this Agreement), or which have not been provided by us;
- any Third Party Inputs;
- the Program being unavailable, or any delay in us providing the Program to you, for whatever reason; and/or
- any event outside of our reasonable control, including any Force Majeure Event.
4. You acknowledge and agree that:
- you use the Site and Content and any associated programs and files at your own risk;
- the technical processing and transmission of the Site may be transferred unencrypted and involve:
- transmissions over various networks; and
- changes to conform and adapt to technical requirements of connecting networks or devices;
- the Program may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services; and
- we do not guarantee that any file or program available for download and/or execution from or via the Site is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used.
- We do not provide refunds for change of mind or other circumstances save as set out in this Agreement. You may have rights under the Australian Consumer Law in addition to this clause.
- We may terminate this Agreement at any time in our sole discretion with written notice to you. If we terminate this Agreement pursuant to this clause 2, we will refund you the Price paid by you under this Agreement.
- If you are found to be in breach of this Agreement, we may immediately cease or suspend your access to the Program.
- If any payment of the Price has not been made or is not successful in accordance with this Agreement, we may (at our absolute discretion):
- immediately cease or suspend the provision and access to the Program; and
- recover as a debt due and immediately payable from you, the Price for the remainder of the Term; and
- engage debt collection services and/or commence legal proceedings in relation to any such amounts.
- If you rectify such non-payment within a reasonable time after the Program has been suspended, then we may, at our discretion, recommence the provision of the Program as soon as reasonably practicable.
- Access: The Program may be accessed in Australia and overseas. We make no representation that the Program comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Program from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Program.
- Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control (including but not limited to fire, flood, earthquake, war, civil unrest, epidemics, pandemics, and Government sanctioned restrictions and orders (including any delay or disruption caused or contributed to by COVID-19), whether known or unknown at the time of entering into this Agreement (Force Majeure Event).
- Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
- Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with this Agreeement without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this clause).
- Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
- Governing law: This Agreement is governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
- Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
- Third party sites: The Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Site, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Site (Affiliate Link) or for featuring certain products or services on the Site. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Site, or which (if any) third party links are Affiliate Links.
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in this Agreement and:
Business Day means a day on which banks are open for general bank business in Victoria, excluding Saturdays, Sundays and public holidays;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Content means any content we make accessible to you as part of the Program, including via the Site, such as written content, video content, quizzes, assessment outlines, podcasts and similar;
Feedback means any idea, suggestion, recommendation or request by you, whether made verbally, in writing, directly or indirectly, in connection with the Program;
Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Program, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise;
Personal Information has the meaning given in the Privacy Act 1988 (Cth);
Personnel means, in respect of us, any of our employees, consultants, suppliers, subcontractors or agents;
Price means the fees payable by you to us in consideration for the Program as set out on the Site. You must pay us the Price in accordance with the Payment Terms.
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, service providers or other subcontractors which the provision of the Program may be contingent on, or impacted by; and
For any questions and notices, please contact us at:
Nacre Consulting Pty Ltd ATF Love Family Trust trading as Nacre Consulting Pty Ltd (ABN: 73 592 400 501)
Email: [email protected]
Last update: 30 June 2022