Inventorium Pty Ltd Terms of Service

1. ACCEPTANCE

These terms and conditions (Terms) are between Inventorium Pty Ltd (ABN 15 615 982 628), its successors and assignees (referred to as we, us or our) and you, the person, organisation or entity that subscribes to the Inventorium (referred to as you or your) (each a Party and collectively the Parties).

You indicate your acceptance of these Terms by ticking the online acceptance box (or similar button) that is presented to you at the time you subscribe to the Inventorium on the Site (Effective Date).

You agree that these Terms form the agreement under which we will supply the Inventorium to you. Please read these Terms carefully. Please contact us if you have any questions using the contact details at the end of these Terms. Using or subscribing to the Inventorium indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms, and that you are over 18 years of age. You confirm that you have lawful authority or parental responsibility over any child or student on whose behalf you accept these Terms and that you will ensure that they abide by these Terms as if they were a party to them. If you do not agree to these Terms, you must not use or subscribe to the Inventorium.

We may amend these Terms from time to time with immediate effect upon giving you notice of the varied Terms via the Site. Use of the Inventorium following any such amendments will be deemed to be confirmation that you accept those amendments. If you have reasonable grounds to believe that the varied Terms will be detrimental to your rights, you may terminate your account created under these Terms without penalty upon receiving the notice of varied Terms. We recommend that you check the current Terms before continuing to use the Inventorium.

These Terms supplement and incorporate our policies and terms and conditions, including, without limitation, our Website Terms of Use and Privacy Policy posted on the Site.

2. SUBSCRIPTION

Access to and use of the Inventorium will require you to provide information including the student’s name, age, email address and the parent’s email address to register for an account and to pay the Subscription Fees.

We may offer access to certain parts of the Inventorium for free. If you do not pay the Subscription Fee after any free trial period, your access to the Inventorium will be disabled.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your account and access to the Inventorium if any information provided to us proves to be inaccurate, not current, incomplete or otherwise does not comply with these Terms.

3. GRANT OF LICENCE

Upon payment of the Subscription Fee, we grant to you a non-exclusive, revocable, non-assignable, non-sublicensable, single-use license to access and use the Inventorium for the Purpose.

You agree that these Terms and your use of the Inventorium under these Terms does not assign you any Intellectual Property Rights in the Inventorium, whether registered or unregistered.

4. FEES AND PAYMENT

You agree to pay the appropriate fee for access to the Inventorium for the applicable Subscription Term (Subscription Fee). We reserve the right to change the Subscription Fee with respect to a Renewal Term with prior written notification. Unless otherwise expressly stated, all fees are non-cancellable and non-refundable.

If you, as user of the Inventorium, receive a Gift Subscription, you shall not be required to provide your billing information.

Recurring charges are billed in advance of service. Payment may be made by way of Stripe or any other payment methods as set out on the Site. You authorise us to bill you using your payment method on the Effective Date (and corresponding Renewal Dates, if appropriate) for the Subscription Fee due for the Subscription Term (and Renewal Term).

If we do not receive a Subscription Fee in full on its due date for any reason, we will disable your access to the Inventorium and may terminate your subscription. We may charge a fee for reinstatement of suspended or terminated accounts.

All amounts are stated in the currency as set out on the Site. All amounts exclude any value added tax (where applicable).

Subscriptions to Inventorium Complete can only be cancelled at the end of a semester as we have to employ teachers for a semester. If you are paying monthly for a Complete subscription, you will be charged until the end of the semester to cover the teacher’s salary as they will have been employed specifically to teach for the subscription. If you do not intend to continue with a Complete subscription beyond the end of a semester, you need to give 1 months notice before the end of the semester. For the purposes of this licence, the Semester dates start 15 January and 15 July.

5. TERM AND TERMINATION

Term

You may subscribe to the Inventorium for the applicable term of the specific subscription commencing on the Effective Date (Initial Term). Thereafter, the subscription will renew automatically on the corresponding anniversary date (Renewal Date) of the Effective Date (each a Renewal Term, and collectively with the Initial Term, the Subscription Term), until you notify us of your intention not to renew with 1 months’ notice. (ie: if you have a monthly subscription and your payments are on the 1st of every month, if you notify us on the 15th of the month that you want to terminate, we will debit the next monthly payment and your access to the Inventorium will be disabled at the end of that month).

Termination

At any time we may terminate these Terms and your access to the Inventorium immediately:

  1. where there a breach or suspected breach of these Terms; or
  2. if there is a Force Majeure Event which has the effect of compromising our ability to provide the Inventorium.

Effect of Termination

On termination of these Terms you agree:

  1. that any Subscription Fees are not refundable to you; and
  2. to immediately stop exercising any licensing rights granted to you by us under these Terms.

On termination of these Terms, we will retain Data as required by law or regulatory requirements. Your agreement to these Terms constitutes your authority for us to retain or destroy Data in accordance with the statutory periods, or on termination of these Terms.

The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

6. YOUR OBLIGATIONS

It is your responsibility to keep the details of your account, including the user name and password, confidential. You are liable for all activity on your account.

You warrant that:

  1. there are no legal restrictions preventing you from agreeing to these Terms;
  2. you will cooperate with us, provide us with information and comply with requirements in a timely manner as requested by us from time to time, that are reasonably necessary to enable us to licence the Inventorium to you;
  3. the information you provide to us is true, correct and complete;
  4. you will not infringe any Third Party rights in receiving the licence for the Inventorium;
  5. you will inform us if you become aware that a Third Party may have infringed any Intellectual Property Rights subsisting in the Inventorium;
  6. you will promptly notify us if you are or become aware that there is or has been an unauthorised use of the Inventorium, or any other security breach relating to your use of the Inventorium; and
  7. you are aged between 13 or over, and if under 18 have the permission of your parent for this subscription.

You agree that you will not:

  1. copy, adjust, change, modify, adapt, create derivative works or improve the Inventorium;
  2. cause any of the Inventorium to be framed or embedded in another website;
  3. broadcast, transmit, post or otherwise display the Inventorium in a public forum;
  4. sublicense the Inventorium;
  5. subject the Inventorium to any treatment which would infringe our Moral Rights in the Inventorium;
  6. republish the Inventorium in a way that could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy, or that would bring us, or the Inventorium, into disrepute;
  7. delete or change any copyright symbol, Trade Mark or other proprietary notice on the Inventorium; or
  8. use the Inventorium for commercial uses other than for the Purpose, including on sale on to Third Parties.
This clause survives the termination of these Terms.

7. OUR WARRANTIES

We warrant that:

  1. we have all necessary rights to licence the Inventorium to you; and
  2. the Inventorium is our original work and the Inventorium does not infringe The Intellectual Property Rights of any Third Party.

While we update Inventorium content, we do not give any warranty as to the completeness, currency, suitability or fitness of the Inventorium and shall be under no liability to you or to any Third Party dealing with you arising from a failure of the Inventorium to perform in any particular way.

You must not hold out Third Parties that we give any warranty in respect of the Inventorium, other than the warranties contained in the above subclause 1, and must indemnify us and keep us indemnified in respect of any claims made against us arising from a breach by you of this clause.

8. INTELLECTUAL PROPERTY

Intellectual Property Rights in all content related to the Inventorium developed by us in connection with this Agreement will vest on creation in us.

We may provide incubator and hackathon facilities on the Inventorium to allow you to work on ideas which can be commercialised. We may enter into separate agreements with you in relation to the Intellectual Property Rights which might be developed in relation to these facilities.

9. DATA

You grant to us a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:

  1. to supply the Inventorium;
  2. for diagnostic purposes;
  3. to test, enhance and otherwise modify the Inventorium whether requested by you or not;
  4. to develop the Inventorium; and
  5. as reasonably required for the performance of our obligations under these Terms.

You represent and warrant any Data supplied to us is your sole and exclusive property or you have otherwise secured any all authorisations and rights to use the Data as applicable.

It is your responsibility to ensure that prior to termination of these Terms that you download all Data from the Inventorium.

10. LIMITATION OF LIABILITY AND DISCLAIMERS

We provide the Inventorium "as is" and you agree that the existence of errors in the Inventorium will not constitute a breach of these Terms.

The Inventorium is hosted and delivered by a Third Party service provider and accordingly we will not be liable for any interruption or unavailability of the Inventorium, or any interruption, unavailability or outage of your network or systems caused by any such Third Party service provider.

To the extent permitted by law, we exclude liability for any loss, damage or expense, whether direct, indirect, incidental, special and/or consequential including loss of profits, suffered by you or any Third Party, or claims made against you or any Third Party, which results from any use or access of, or any inability to use or access the Inventorium.

To the extent permitted by law, we exclude all representations, guarantees, warranties or terms (whether express or implied) other than those expressly set out in these Terms, and the Australian Consumer Law to the extent applicable. If Australian Consumer Law provisions apply, our liability will be limited at our option to resupply or replacement of the Inventorium, to the extent permitted by law.

The licence of the Inventorium under these Terms includes, without limitation, our right to take action and obtain relief (including, without limitation, to be paid all amounts recovered in any action whether as damages, following an account of profits or on any other basis) in relation to infringements of the Intellectual Property Rights subsisting in the Inventorium.

11. INDEMNITY

You indemnify us against any loss, damage or liability we suffer as a result of or in connection with a breach by you of these Terms.

12. DISPUTE RESOLUTION

If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure.

The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet or speak in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).

If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society in South Australia to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.

13. GENERAL

Disclaimer: Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.

Entire Agreement: The contents of these Terms constitute the entire agreement between the Parties and supersede any prior negotiations, representations, understandings or arrangements made between the Parties regarding the subject matter of these Terms, whether orally or in writing.

Privacy: Each party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.

Assignment: You must not assign or deal with the whole or any part of its rights or obligations under these Terms.

Severance: If any provision (or part of it) of these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.

Jurisdiction & Governing Law: These Terms are governed by the laws of South Australia and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in South Australia.

14. DEFINITIONS

The following definitions apply in these Terms:

  1. ACL means the Australian Consumer Law forming Schedule 2 of the Competition and Consumer Act 2010 (Cth).
  2. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney.
  3. Copyright means and includes all and any copyright which may exist, be created either now or in the future or vest at law or be conferred by the Copyright Act 1968 (Cth) in any part of Inventorium.
  4. Data means all of the information, documents and other data provided by you, including any content uploaded by you and your child to Inventorium, or otherwise accessed by us in providing the Inventorium.
  5. Documentation means documentation, material or information, associated with Inventorium in whatever form, including functional, technical and user information, manuals, reports, designs, drawings, graphics, pictures, specifications, data and files, developed or produced by Licensor or on its behalf as a result of or in connection with Inventorium.
  6. Force Majeure Event means war, strike, lockout, natural disaster, flood, earthquake, act of God, or other circumstances beyond our reasonable control.
  7. Gift Subscription means a right to use the Inventorium as a recipient of a gift or as recipient of a scholarship provided by us, ie the recipient does not have to provide payment information during the registration process. The sender of the Gift Subscription is not deemed a user of the Inventorium but the recipient of a Gift Subscription will be deemed a user upon acceptance of these Terms.
  8. GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
  9. Intellectual Property means all intellectual and industrial property, including but not limited to all information, inventions, ideas, theories, protocols, formulae, compositions, data and databases, confidential information, trade secrets, know-how, processes, applications, treatment and methodology, product formulations, Copyright material including but not limited to artistic works and literary works, Trade Marks, brand names, business names, domain names, internet addresses, logos, service marks and other forms of intellectual property, developed in respect of, or subsisting in, the Inventorium, including all Moral Rights and Trade Mark Rights, whether contained in Documentation or otherwise.
  10. 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 the Intellectual Property, applications for the registration of any part of the Intellectual Property and any improvements, enhancements or modifications to any of the Intellectual Property registrations.
  11. Inventorium means our alternative curriculum that offers engaging educational content, activities and certification provided via the Site.
  12. Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
  13. Purpose means use of the Inventorium by you solely for the educational purpose for which the Inventorium was designed by us and as set out on the Site.
  14. Site means our website located at the domain www.inventorium.online.
  15. Subscription Fee is defined in clause 4.
  16. Subscription Term means the period of time that you may use the Inventorium.
  17. Trade Mark means an unregistered or registered trade mark.
  18. Trade Mark Rights include:
    (i) ownership or part ownership of Trade Marks;
    (ii) the Licensor’s right (directly or by licence) to register and/or apply for the registration of any sign, including any name, slogan, design, logo, sound, colour or smell, used in connection with the Inventorium as a trade mark under the Trade Marks Act 1995 (Cth) and any regulations under it; and
    (iii) any trade mark application described under the provisions of the Trade Marks Act 1995 (Cth) and any regulations.
  19. Third Party means any individual or entity that is not a party to these Terms.

The following rules apply unless the context requires otherwise:

  1. The singular includes the plural and the opposite also applies.
  2. Clause headings are inserted for convenience only and do not affect the interpretation of these Terms or the clauses contained herein.
  3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
  4. A reference to a clause refers to clauses in these Terms.
  5. A reference to legislation is to that legislation as amended, re enacted or replaced, consolidated and includes any subordinate legislation, regulation or instrument issued under it.
  6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included and any list of examples is not limited to those items or to items of a similar kind.
  7. A reference to a party to these Terms or another agreement or document includes that party’s executors, administrators, successors and permitted substitutes and assigns (and, where applicable, the party’s legal representatives).
  8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
  9. Neither these Terms nor any part of it is to be construed against a party on the basis that the party or the party’s lawyers were responsible for its drafting.
  10. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
  11. A reference to time or date (if any) in connection with the performance of an obligation by a party is a reference to the time and date in Adelaide, even if the obligation is to be performed elsewhere.