Terms and Conditions
These Terms are between you and the Cultural Intelligence Project ACN 600 194 456 trading as Cultural iQ (referred to as We, Our or Us).
Your Acceptance
These are theterms on which We permit Users (referred to as You or Your) to:
(a) access and use Our website at https://culturaliq.com.au/home (Website) including using the services and functionality made available through the Website;
(b) place an order for products or services (including an order to enrol in a Cultural iQ Program (CiQ Program), and all other products and services (Add-Ons) offered for sale through the Website) (Order) through our online store (Online Store);
(c) view and interact with any content, information, communications, advice, text or other material provided by Us or Our Related Entities on or in connection with the Website (including that of which is contained in a CiQ Program), and including without limitation Subscriber Content (collectively the Service Content); and
(d) communicate with Us.
You agree to be bound by these Terms when You use, browse or access any part of the Website.
The Website is subject to change at any time without notice and may contain errors. We may from time to time review and update these Terms including to take account of new Laws, products or technology. Your use of the Website will be governed by the most recent Terms posted on the Website. By continuing to use the Website, You agree to be bound by the most recent Terms.
The Australian Consumer Law
Australian consumers and businesses have certain rights under the Australian Consumer Law, Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL). The terms of this Agreement are not intended to affect your rights as an Australian consumer under the ACL.
1. Definitions and Interpretation
1.1 Definitions
ACL means Australian Consumer Law being Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Perth, Western Australia.
Claim includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award or loss, whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a Party, Third Party or otherwise.
Confidential Information means:
(a) Information that at the time of disclosure by a Disclosing Party is identified to the Receiving Party as being confidential; and
(b) all other Information belonging or relating to a Disclosing Party, or any Related Entity of that Disclosing Party, that is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential to that Disclosing Party or any Related Entity of that Disclosing Party,
and to avoid doubt the Subscriber Content is Our Confidential Information.
Disclosing Party means the Party to whom Information belongs or relates.
Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute in the relevant jurisdiction.
Information means any information, whether oral, graphic, electronic, written or in any other form, including:
(a) forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know-how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;
(b) copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
(c) samples or specimens disclosed by either Party.
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
(a) patents, inventions, designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder's rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
(b) any application or right to apply for registration of any of these rights;
(c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
(d) all renewals, divisions and extensions of these rights.
Law means:
(a) principles of law or equity established by decisions of courts;
(b) statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a Government Agency; and
(c) requirements and approvals (including conditions) of the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia or a Government Agency that has the force of law.
Loss means any loss, damage, cost or expense.
Party means You or Us.
Personal Informationmeans information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal information or as sensitive information in the relevant Privacy Laws.
Privacy Law means any applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body which relates to privacy or health information, including without limitation the Privacy Act 1988 (Cth) and the Australian Privacy Principles under that Act, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), and any Australian (including State or Territory) legislation from time to time in force which relates to or affects privacy rights or Personal Information.
Receiving Party means the Party to whom Information is disclosed or who possesses or otherwise acquires Information belonging or relating to a Disclosing Party.
Related Entity has the meaning given to that term in the Corporations Act 2001 (Cth).
Terms means these agreed terms.
Third Party means any party other than Us or You.
User means any person who accesses and uses the Website or Service Content.
In these Terms, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) a gender includes the other genders;
(c) the headings are used for convenience only and do not affect the interpretation of these Terms;
(d) other grammatical forms of defined words or expressions have corresponding meanings;
(e) a reference to a document includes the document as modified from time to time and any document replacing it;
(f) a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
(g) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
(h) the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
(i) the word "month" means calendar month and the word "year" means 12 months;
(j) the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
(k) a reference to a thing includes a part of that thing;
(l) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re‑enacted or replaced from time to time;
(m) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
(n) money amounts are stated in Australian currency unless otherwise specified;
(o) a reference to time is to Perth, Australia time;
(p) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;
(q) any agreement, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and severally; and
(r) any agreement, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and severally.
2. Service Content
2.1 The Website is owned and operated by Us or on Our behalf.
2.2 The Service Content on the Website is for general information and promotional purposes only. We do not warrant or make any representations as to any Third Party products or services described or referred to on the Website. Any use of the Service Content, materials or information that you cause or allow by another person or organisation is at Your own risk.
2.3 The Service Content on the Website may be obtained and developed from a variety of sources including but not limited to collaborations with third parties and Information provided by third parties under licence. Inclusion of Service Content on the Website is not an endorsement of any organisation, product, service or advice.
2.4 All Intellectual Property Rights, including copyright, in the Website and Service Content are owned or licensed by Us or Our Related Entities. You must not copy, modify or transmit any part of the Website or Service Content.
2.5 The Website and Service Content may also contain Our, or Our Related Entities', trade marks, logos and trade names, which may be registered or otherwise protected by Law. You are not permitted to use any trade marks, logos or trade names appearing on the Website or Service Content.
2.6 We grant You a non-exclusive and non-transferable licence to use the Website and Service Content for Your own personal use, subject to the restrictions specified elsewhere in these Terms. It is not to be otherwise used for commercial exploitation.
2.7 If You have a complaint regarding any Service Content, Our sole obligation will be to review any written complaint notified to Us and, if We see fit, in Our sole discretion, to modify or remove the particular Service Content.
2.8 While We have used Our best endeavours to ensure the Service Content is correct and up-to-date at the time of publication, the nature of the CiQ Program means that the Service Content is added to and updated from time to time and therefore subject to change at any time without notice and may contain errors.
3. Registration of an account to use certain Service Content (such as a CiQ Program)
3.1
In order to access certain features and functionality of the
Website (such as accessing a CiQ Program or any Add-Ons pursuant to Your Order)
You will have to register as a subscriber of the Website (Subscriber) and obtain a User Subscription (as defined in clause 4.1
(Subscription) by providing all of the
information required at registration. Additional Users for whom You Order a CiQ
Program (up to the permitted maximum number) will also have to register as a
Subscriber in order to access and use the relevant CiQ Program. Add-Ons must
not be provided or made accessible by You to any other person except as
expressly permitted in the description of the Add-On provided on the Website at
the time of Your Order or in any other terms accompanying the Add-On when
provided by Us.
3.2 When creating Your Subscription, You become a Subscriber and warrant that You are of legal age to form a binding contract with Us and have the necessary capacity to enter into a binding legal contract, and that all information You have provided is true, accurate and complete. You must provide an email address that You own or control.
3.3
You will be fully responsible for all acts and omissions of
any person using Your password and Subscription, as if they were Your own acts
and omissions. You agree that You will not share, disclose, or permit
disclosure of, Your password, let anyone else access Your Subscription or do
anything that would risk the security of Your Subscription. We will not in any
event be liable for any loss, damage, claims, costs or expenses arising out of
the use or misuse of Your password and Subscription, and You will indemnify Us
against all loss, damage, claims, costs or demands in this regard. This
provision does not require You to indemnify Us for any unconscionable
commercial practice, fraud, deception, false promise, misrepresentation, or
concealment, suppression or omission of any material fact in connection with
the Website, CiQ Program or any other products or services provided hereunder,
and You will not have obligations under this clause 3.3 for a claim to the extent caused or contributed to by Our
breach of these Terms, Our negligence or wilful misconduct, or Our breach of
Law.
3.4 You must notify Us immediately if You become aware of any unauthorised access or use of Your Subscription.
3.5 You agree that You will not create more than one personal Subscription and if We disable or terminate Your Subscription for any reason, You will not create another one without Our permission, whether through the use of Your own personal details or those of any other person (including any person created by You).
3.6 We reserve the right to refuse registration of any Subscriber, at Our sole discretion, except where to do so would be unlawful.
3.7 Your registration as a Subscriber (and Your Subscription) may also be refused if Your use of Your Subscription involves any of the prohibited uses as set out in clause 10 or if we otherwise reasonably believe it is inappropriate.
4. Subscription for Subscriber Content
4.1 A user subscription entitles You to view and interact with the CiQ Program (in accordance with the CiQ Program's timetable for delivery of content), receive any relevant CiQ Program materials, or receive any Add-Ons You Order (Subscriber Content) via Our Website (User Subscription).
4.2 A User Subscription is for an initial period based on the length of time you select at the time of Your Order, and automatically renews at the end of each then-current period in accordance with clause 4.5. User Subscriptions may be selected for yearly or monthly periods, or for any other lengths of time offered through Our Online Store.
4.3 We may also offer free trial periods to new customers for durations We determine from time to time. When a trial period ends, it will automatically renew as a User Subscription for recurring periods, and for the payment amounts, as described at the time You submit Your Order for the free trial, unless cancelled in accordance with clause 4.5.
4.4 In order to create a User Subscription you need to have placed an Order for the CiQ Program or an Add-On. Users pay individually for the Subscriber Content they wish to engage in via that Subscription.
4.5 At the end of Your relevant trial or subscription period, Your User Subscription is automatically renewed for a further period of the same duration (except for trial periods, which will renew for subscription periods as described at the time You submit Your Order for the free trial), unless You contact Us in writing before the renewal date to cancel it:
(a) for trial periods: at least 5 days before the trial period ends;
(b) for monthly or longer subscriptions (but less than a year): at least 14 days before the renewal date; and
(c) for annual or longer subscriptions: at least 30 days before the renewal date.
4.6 Such automatic renewal is continuous and You will continue to receive communications from Us and receive access to the Subscriber Content You have paid for unless You cancel.
5. User Content
5.1 When You use the Website, it may contain features or functionality that allow You to upload pictures, photographs, graphics, information, comment, content, communication, text or other material to the Website (User Content).
5.2 Any User Content You upload to the Website:
(a) may be accessed and viewed by the public, where You upload the User Content to forums such as community/discussion boards; and
(b)
can be used by Us in accordance with the licence
terms set out in clause 5.4
5.3 You agree to be solely responsible for any User Content that You upload to the Website. You warrant and represent that any User Content You upload to the Website will not violate these Terms.
5.4
You retain all Intellectual Property Rights in
the User Content You upload to the Website. By uploading the User Content, You
grant Us a perpetual, non-exclusive, royalty free, irrevocable, transferable
and worldwide licence (including the right to sub-license) to use, adapt, copy,
communicate, reproduce, modify, display, exploit, publish, re-distribute,
broadcast, transmit, create derivative works from and incorporate in other
works, at any time in the future in any form and for any purpose (including but
not limited to promotion or advertising use in the future). Without limiting this clause 5.4
5.5 You consent to Your User Content being altered, edited or adapted by Us for any reason including to ensure Your User Content does not infringe these Terms. To the extent that You have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the User Content, by agreeing to these Terms, You provide an irrevocable and unconditional consent in favour of Us, Our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with Your User Content (whether or not currently in existence) to:
(a) perform, exhibit, reproduce, adapt and communicate any part of Your User Content in any medium and anywhere in the world without attributing You or any other person as an author of or contributor to that User Content;
(b) do any act or omission that would constitute a derogatory treatment of Your User Content;
(c) make any use of Your User Content that may falsely attribute authorship of the User Content to another person;
(d) delete or adapt or change any of Your User Content in any way, including by addition to or subtraction from Your User Content; or
(e) combine or juxtapose Your User Content with anything else.
5.6
Where the User Content uploaded by You to the
Website contains material from third parties, You warrant that You have
obtained the moral rights consents described in clause 5.5
5.7 We may access or examine any User Content and at our discretion monitor, move, remove, block, modify, edit, refuse to upload or disable access to User Content which We consider, in Our sole discretion, to breach any law or these Terms or to be otherwise unacceptable.
5.8 You acknowledge that We:
(a) have no responsibility or liability for the deletion or failure to store any User Content uploaded by You or any other user on the Website; and
(b) are not responsible for any User Content uploaded to the Website by You or any user nor under any obligation to monitor, move, remove, block, modify, edit, refuse to upload or disable access to it.
5.9 You represent and warrant that:
(a) You own the User Content or have the necessary licences, rights, consents and permissions to publish the User Content You upload on the Website;
(b)
You have the right and power to grant the
licence contained in clause 5.4
(c) the User Content uploaded by You will not infringe the Intellectual Property Rights of any third party; and
(d) You will not upload User Content that will cause You to breach these Terms.
5.10 You understand that We do not guarantee any confidentiality with respect to any User Content You upload to the Website.
5.11 You acknowledge and agree that We are under no obligation to take legal action in relation to commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or action relating to Your Intellectual Property Rights in User Content or Service Content.
6. Payments
6.1 Payment for an Order is made online on our Online Store through the Courses section of our Website (Online Payment), except for organisational licences or purchases of over 5 User Subscriptions (where agreed by Us), which will be payable by separate invoice to You.
6.2 Upon Online Payment, your Order will be confirmed via email which will include details about the CiQ Program You have sought to enrol in as well as any additional CiQ materials that form part of your Order.
6.3 We may use third party payment processors such as Stripe (https://stripe.com/en-au) and other third party providers to provide the payment services for the Website. For more information on Stripe's privacy and security processes, please visit their website at https://stripe.com/en-au.
6.4 We accept Online Payment via Our payment processors using the payment methods from time to time offered when You check out Your Order through Our Online Store.
6.5 For payments made by credit card, the credit card holder must be either the billing or shipping recipient.
6.6 If You choose to pay by credit card, You authorise Us to debit the amount that is payable for an accepted Order from Your nominated credit card account.
6.7 If We are unable to successfully process Your credit card or other payment method for Your Order that is accepted by Us, then We may cancel Your Order.
6.8 You must not pay, or attempt to pay, for Orders through any fraudulent or unlawful means.
6.9 We will provide You with a receipt at time of confirmation of the Order (in respect of Online Payments) which specifies the total fees and charges for the products and services in Your Order.
6.10 The specific terms and conditions of supply for any products or services purchased via the Website will be notified to You via the Online Store before You finalise Your Order. Your confirmation of any Order indicates Your acceptance of those terms and conditions of supply, which will upon confirmation of the Order be incorporated into these Terms in respect of that Order.
6.11 In this clause, the expressions Consideration and GST have the meanings given to those expressions in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
6.12 Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with this Agreement are shown on the Website inclusive of GST.
7. Orders for Subscriber Content
7.1 By placing an Order via Our Website You are making an offer and commitment to purchase products, services or both in accordance with these Terms. Your Order is subject to acceptance or rejection by Us in Our discretion after receipt of Your Order.
7.2
Provided You have not received or accessed any
of the Subscriber Content, where possible, We may in Our discretion permit Your
Order to be cancelled, but cancellations cannot be guaranteed once any
applicable payment is received for Your Order. Your Order cannot be cancelled
by You for change of mind once Your Order is confirmed (which shall be
confirmed in accordance with clause 7.3
7.3 Once you have placed Your Order in accordance with these Terms You will receive an email confirming the details of Your Order and receipt of payment (where applicable), as well as including your relevant access codes (Confirmation Email). If You do not receive a Confirmation Email, Your Order may not have been accepted. If You haven't received a Confirmation Email, please contact Us to check the status of Your Order.
7.4 Notwithstanding anything to the contrary, We may at any time following receipt of Your Order and prior to You receiving or accessing any Subscriber Content accept, decline, or limit Your Order for any reason whatsoever, whether or not Your credit card has been charged or We have otherwise received payment from You. We will issue You with a refund if Your credit card has been charged or We have received payment from You, and Your Order is cancelled by Us under this clause 7.4.
8. Refunds of Orders for Subscriber Content
8.1 We do not provide refunds if You have simply changed Your mind about Your Order after it has been accepted by Us.
8.2 However, You may have the right to receive a full or partial refund for problems with the goods and services You have Ordered in accordance with Your rights under the Australian Consumer Law. These Terms do not limit those rights.
8.3 There are also circumstances expressly provided for in these Terms where a refund may be available to You.
9. Access and Communication
9.1 Subject to the consumer guarantees provided for in the ACL, We do not warrant that You will have continuous access to the Service Content, the Subscriber Content or the Website.
9.2 We will not be liable if the Service Content, Subscriber Content or Website is unavailable to You due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
9.3 We do not guarantee the delivery or security of communications over the internet as such communications rely on Third Party service providers, and electronic communication (including electronic mail) is vulnerable to interception by Third Parties.
9.4 We do not provide, and have no control over, communications, networks or services, the internet or other technology required or used across the Website and except for Our obligation to provide Subscriber Content that You have Ordered We accept no responsibility for any direct or indirect Loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.
10. Prohibited Uses
10.1 You agree that in accessing and using the Website and Service Content, You will not engage or attempt to engage in any activities that:
(a) download (other than page caching), transmit, copy, store, reformat or otherwise modify any element of the Website or Service Content (except that You may download and use one copy of any Subscriber Content for which You have been provided an access code for Your own personal offline use in connection with undertaking the CiQ Program and as otherwise necessary in order to receive the benefit of any Add-Ons that You have Ordered or that have been Ordered on Your behalf and to which You are permitted access in accordance with these Terms, including any additional terms as contemplated by clause 3.1;
(b) impersonate or falsely claim to represent a person or organisation;
(c) are commercial, including selling, modifying, displaying, distributing or otherwise using any Service Content, in whole or in part, for any public or commercial purpose without Our prior written consent, marketing, advertising or promoting goods or services, collecting and using any product lists or pricing for the benefit of other merchants, or re-selling, sublicensing or translating the Website or Service Content, except if expressly permitted by these Terms;
(d) frame the Website or the Service Content without Our express written consent;
(e) post, link to, or otherwise communicate or distribute any misleading, deceptive, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or Information, or otherwise use the Website or Service Content in a manner which is unlawful or would infringe the rights of another person including any Intellectual Property Rights;
(f) bypass (or attempt to bypass) any security mechanisms imposed by the Website or Service Content;
(g) provides access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the Intellectual Property Rights of another person;
(h) deletes or alters or attempts to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Website or Service Content;
(i) knowingly posts, introduces or transmits, or permits the posting, introduction or transmission of a virus, worm, Trojan horse, zombie, keylogger, cancelbots, Easter eggs, malware, spyware, mail bombing, flashing, spamming, flooding, disabling or malicious device or code, time bomb, or any other software or hardware or configuration that may cause harm or change to the Website or Service Content or any related network;
(j) breach or circumvent any applicable Laws in using or accessing the Website or Service Content;
(k) damage or tamper with the operation of the Service Content;
(l) constitute bullying or harassment (whether contained in or related to User Content You post or upload, or any other content shown on or in connection with the Website, including through third party services such as Facebook or blogs and community forums comment sections that may be included on or otherwise displayed in connection with the Website); and
(m) use the Website or Service Content in a manner which is unlawful or would infringe the rights of another person, including any Intellectual Property Rights.
10.2 You also agree that in accessing and using the Website and any Service Content, You will not engage or attempt to engage in any activities that:
(a) damage or disparage Our reputation, or that of Our Related Entities, suppliers or advertisers;
(b)
without limiting clause 10.1(e)
, result in the
placement, posting, uploading of, linking to, sending, storing or otherwise
communicating or distributing in any way:
(i) content (including User Content) that is, or may reasonably be, classified "RC" or "X18+" by the Australian Government Classification Board (formerly the Office of Film and Literature Classification) based on criteria contained in the Classification (Publications, Films and Computer Games) Act 1995 (Cth), the Classification Code and the Guidelines for the Classification of Films and computer Games 2005;
(ii) content that contains pornography or actual, implied or simulated sexual activity, excessive or sexual violence, detailed instruction in crime, racial or sexist opinions or slurs, or that is likely to incite discrimination, hate or violence towards a person or group because of their race, religion, gender, sexuality or nationality, likely to be considered unsuitable for minors (without using appropriate and clear warnings), enables a minor to access material inappropriate for a minor, establishes, or attempts to establish, contact with a minor otherwise not known to you or content that is otherwise (or we deem) inappropriate, defamatory, abusive, profane, infringing, obscene, indecent, or unlawful material or information; or
(iii) any content that promotes, incites or provides information concerning self destructive behaviours or activities or disparages, defames, vilifies, criticises any individual or group of individuals or could adversely affect the reputation or character of a person;
(c) violate the rights of any third party including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, confidential information, electronic fraud, invasion of privacy, pornography, obscenity, or libel;
(d) interfere with or disrupt any other third parties (including other users of the Website), equipment, functions, features, or the Website;
(e) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Website;
(f) involve distribution of unsolicited advertising or chain letters, repeated harassment of other users or third parties, impersonating another user, falsifying a user's network identity for improper or illegal purposes, gaining unauthorised access to any parts of the Website, sending unsolicited bulk emails or calls, continuing to send someone email or messages after being asked to stop and using a network to gain unauthorised entry to any other machine accessible via a network;
(g) involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;
(h) disrupt, impair, alter or otherwise interfere with the functions, features, Service Content or the Website;
(i) improperly display any "TCP/IP packet header" or part of the header information in any email or other postings;
(j) express or imply that statements You make are endorsed by Us, without Our prior written consent;
(k) modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the Website to a human-perceivable form;
(l) remove any copyright, trademark or other proprietary rights notices contained in the Website or Service Content;
(m) harvest or collect information about the Website or Service Content users without their express consent; and
(n) use any meta-tags or any other "hidden text" utilising Our name or Service Content without Our express written permission.
11. Links and advertisements
11.1 The Website may contain links to other websites. We have not reviewed all of the Third Party websites linked on the Website and are not responsible for and will not be liable in respect of their content or accuracy (including websites linked through advertisements). We provide those links as a ready reference for searching for Third Party goods and services on the internet and not as an endorsement, support or sponsorship of those websites, their operators, the goods, services or content that they describe.
11.2 Facebook, Twitter, Instagram, YouTube and other Third Party websites which are linked to the Website, are not covered by these Terms, and may have their own terms and conditions and privacy policy. If You choose to access these Third Party linked sites, You do so at Your own risk. We are not responsible for and will not be liable in respect of the content or operation of those websites or any of the goods, services or content that they describe.
12. Confidentiality
12.1 Obligations of confidentiality
Subject to clauses 12.2 and 12.3, the Receiving Party must:
(a) keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
(b) take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;
(c) only use the Confidential Information for the purposes of performing, and to the extent necessary to perform, its obligations under these Terms;
(d) not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under these Terms; and
(e)
take all reasonable steps to
ensure that any person to whom the Receiving Party is permitted to disclose
Confidential Information under clause 12.2
complies at all times with the
terms of this clause 12 as if that person were a
Receiving Party.
12.2 Exceptions
The obligations of
confidentiality under clause 12.1
(a) any Confidential Information that:
(i) is disclosed to the Receiving Party by a Third Party entitled to do so, whether before or after the date of these Terms;
(ii) was already lawfully in the Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or
(iii) is generally available to the public at the date of these Terms or subsequently becomes so available other than by reason of a breach of these Terms; or
(b) any disclosure of Confidential Information by the Receiving Party that is necessary to comply with any court order or applicable Law if, to the extent practicable and as soon as reasonably possible, the Receiving Party:
(i) notifies the Disclosing Party of the proposed disclosure;
(ii) consults with the Disclosing Party as to its content; and
(iii) uses reasonable endeavours to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure.
12.3 Authorised disclosure
(a) A Receiving Party may disclose Confidential Information to any Related Entity, employee, agent, contractor, officer, professional adviser, banker, auditor or other consultant of the Receiving Party (each a Recipient) only if the disclosure is made to the Recipient strictly on a "need to know basis" and, prior to the disclosure:
(i) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed; and
(ii)
the Recipient undertakes to the
Receiving Party (for the benefit of the Disclosing Party) to be bound by the
obligations in this clause 12 as if the Recipient were a
Receiving Party in relation to the Confidential Information to be disclosed to
the Recipient.
(b)
The Receiving Party is liable for
any breach of this clause 12 by a Recipient as if the
Recipient were a Receiving Party in relation to the Confidential Information
disclosed to the Recipient.
12.4 Breach of Confidence
Each Party must promptly notify the other Party if it becomes aware of any unauthorised access, use or disclosure of all or any part of the Confidential Information and must give that other Party all reasonable assistance in connection with any claim which it may institute in connection with that unauthorised access, use or disclosure.
12.5 Return or destruction of Confidential Information
Immediately on the written request of the Disclosing Party, a Receiving Party must:
(a) cease the use of all Confidential Information of or relating to the Disclosing Party (or any Related Entity of the Disclosing Party);
(b) deliver to the Disclosing Party all documents and other materials in its possession or control containing, recording or constituting that Confidential Information or, at the option of the Disclosing Party, destroy, and certify to the Disclosing Party that it has destroyed, those documents and materials; and
(c) upon delivery of the Confidential Information under clause 12.5(b), permanently delete that Confidential Information from all electronic media on which it is stored, so that it cannot be restored.
13. Privacy
13.1 Any Personal Information submitted by You (whether Personal Information of You or another individual which You have the necessary consents to provide) to Us may be handled as contemplated by these Terms and Our Privacy Policy (available at https://culturaliq.com.au/privacy) and as otherwise permitted by applicable Privacy Laws. You agree that, by using the Website or communicating with Us, You have read these Terms and our Privacy Policy, understood their contents and consented to these requirements.
13.2 You must not upload any Personal Information of another individual to the Website unless You first make them aware of these Terms and have their consent to upload such Personal Information.
14. Warranties, Consumer Guarantees and Limitation of Liability
14.1 We have used our best endeavours to ensure all information, graphics, audio and video and other items appearing on the Website and in the Service Content are correct and up-to-date at the time of publication. We do not represent or warrant the accuracy or completeness of the Service Content or that the Website or Service Content are free from any errors, omissions or defects.
14.2 Subject to clause 14.3, any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms by Law, trade, custom or usage is excluded to the maximum extent permitted by Law.
14.3 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on You by the ACL or any other applicable Law that cannot be excluded, restricted or modified by agreement.
14.4 To
the fullest extent permitted by Law, Our liability for a breach of a
non-excludable guarantee referred to in the clause 14.3
is limited to:
(a) in the case of goods supplied or offered by us, any one or more of the following:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; or
(b) in the case of services supplied or offered by us:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
14.5 Subject
to clause 14.3
, We are not liable to
You for any indirect, incidental, special or consequential loss or damage, loss
of profits or anticipated profits, economic loss, loss of business opportunity,
loss of data, loss of reputation or loss of revenue (irrespective of whether
the loss or damage is caused by or relates to breach of contract, tort
(including negligence), statute or otherwise) arising out of or in connection
with the Website, the Service Content or all links to or from the Website.
14.6 Subject to this clause 14, Our maximum aggregate liability for all proven Losses and Claims arising out of or in connection with these Terms or the use of the Website, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to: (a) where the liability relates to products or services under an Order you have made, the total fees paid by You to Us under that Order; and (b) in all other cases, the sum of $100.
15. Indemnity
You agree and acknowledge that You will fully indemnify Us in respect of all Loss, damages, costs and expenses (including legal fees on a full indemnity basis), fines, penalties, Claims, demands and proceedings however arising, whether at common law (including negligence) or under statute, in connection with:
(a) any breach of these Terms by You;
(b) Your use of the Website or Service Content, including any wrongful, wilful or negligent act or omission;
(c) Your communications with Us; or
(d) Your use of Third Party websites linked to the Website,
except to the extent caused or contributed to by Our breach of these Terms, Our negligence or wilful misconduct, or Our breach of Law.
16. Termination of Your access to the Website
16.1 We may at any time immediately terminate Your access (including restricting access) to the Website or any feature of the Website, and any Service Content, for any reason (including due to Your breach or alleged breach of these Terms) in our sole discretion and without prior notice.
16.2 If
we terminate or restrict Your access to any Subscriber Content under
clause 16.1
for a reason other than
Your breach of these Terms, we will provide a refund to reflect the extent (if
any) to which You have not yet received access to relevant modules of Your User
Subscription or any Add-Ons that You Ordered.
16.3
This paragraph 16
and
paragraphs 2.1
to 2.5, 5, 12, 13, 14 and18
will
survive termination of Your access to the Website in accordance with paragraph 16.1
and
will continue to Our benefit and be enforceable by Us.
17. International Use
We make no representation or warranty that any competition, offering or content accessible through the Website is appropriate or available for use in locations outside Australia. If You choose to access the Website from other locations, You do so at Your own risk and are responsible for compliance with all applicable laws. You are not authorised to access the Website from any location where doing so would be illegal.
18. General
18.1 No adverse construction
These Terms, and any provision of these Terms, are not to be construed to the disadvantage of a Party because that Party was responsible for its preparation.
18.2 No waiver
(a) A failure, delay, relaxation or indulgence by a Party in exercising any power or right conferred on the Party by these terms does not operate as a waiver of that power or right.
(b) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these terms.
(c) A waiver of a breach does not operate as a waiver of any other breach.
18.3 Severability
Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.
18.4 Successors and assigns
These Terms bind and benefit the Parties and their respective successors and permitted assigns under clause 18.5.
18.5 No assignment
You cannot assign or otherwise transfer the benefit of these Terms without Our prior written consent. We are permitted to assign or otherwise transfer the benefit of these Terms without Your prior consent.
18.6 Communication and Notice
You consent to Us contacting You by electronic means including through email, and including for the purpose of sharing new products and opportunities available from Us from time to time. You can contact Us to opt out of receiving marketing at any time. However, You cannot opt out of receiving administrative messages or non-marketing communications from Us about these Terms.
18.7 Governing Law and jurisdiction
These Terms are governed by and must be construed in accordance with the Laws in force in the State of Western Australia, Australia. The Parties submit to the exclusive jurisdiction of the courts of that Stateand the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, its performance or subject matter.
18.8 Operation of indemnities
Unless these terms expressly provide otherwise:
(a) each indemnity in these Terms survives the expiry or termination of these Terms; and
(b) a Party may recover a payment under an indemnity in these terms before it makes the payment in respect of which the indemnity is given.
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