Terms & Conditions

ABOUT US

OneSkill AI Pty Ltd ACN 686 134 029 is an Australian proprietary limited company. In these terms we refer to the company as “OneSkill AI”, “we”, “our” or “us”.

We provide a mobile application that allows you to:

• record and organise daily learning activities

• attach notes and evidence

• use artificial intelligence services (such as Google Gemini) to suggest links between activities, curriculum outcomes and key learning areas (KLAs).

This application is known as “Learning Log” (Application).

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WHAT ARE THESE TERMS ABOUT?

These terms and conditions (Terms) govern:

• your access to and use of the Application, and

• our supply of any related products, services and features described in these Terms (Subscription).

Please read these Terms carefully before creating an account, starting a Subscription or using the Application.

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WHAT ELSE SHOULD I KNOW?

If you access or download the Application from the Apple App Store or the Google Play Store, you also agree to:

• Apple’s Licensed Application End User License Agreement and any usage rules in the App Store Terms of Service, or

• the Google Play Terms of Service and any related Android terms,

as applicable.

Your Subscription will continue to renew until it is cancelled. You will continue to be charged Subscription Fees unless you notify us (or Apple or Google via your Apple App Store or Google Play account, as applicable) that you wish to cancel your Subscription in accordance with clause 19.

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1 READING AND ACCEPTING THESE TERMS

1.1 In these Terms, capitalised words and phrases have the meanings given to them where they appear in bolded brackets, or in the Definitions section at the end of these Terms.

1.2 By doing any of the following you agree to be bound by these Terms and enter into a binding legal agreement with us:

• clicking a tick box, checkbox or button stating that you accept these Terms on our Application or Website

• creating an account in the Application

• paying for a Subscription, or

• otherwise accessing or using the Application or receiving the benefit of your Subscription.

In these Terms, “you” and “your” refers to the person that accepts these Terms or, if you are accepting these Terms on behalf of a company, organisation or other entity, that entity.

1.3 We may update these Terms from time to time. If we make changes, we will notify you (for example, via the Application, email or our Website). Your continued use of the Application after that notice will mean you accept the updated Terms.

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2 ELIGIBILITY

2.1 By accepting these Terms, you represent and warrant that:

(a) you have the legal capacity and authority to enter into a binding contract with us; and
(b) you are authorised to use the payment method you provide when purchasing a Subscription.

2.2 The Application is designed for use by parents, carers, guardians and educators, and is not intended for unsupervised use by:

• any person under 18 years of age, or

• any person who has previously been suspended or prohibited from using the Application.

By using the Application, you represent and warrant that you are either:

(a) over the age of 18 and accessing the Application for your own use, your household’s use or for use in your professional role (for example as an educator), or
(b) accessing the Application on behalf of a child or young person under 18 years of age and you consent to that person’s information being entered into the Application.

2.3 You must not access or use the Application if:

• you are under 18 years of age and do not have your parent or guardian’s consent,

• you are under 16, or

• you have previously been suspended or prohibited from using the Application.
   

3 DISCLAIMER – GENERAL INFORMATION ONLY

Learning Log is a tool that helps you record learning activities and use AI services (such as Google Gemini) to suggest possible curriculum outcomes and KLAs that may be relevant. You acknowledge and agree that:

3.1 The information provided through the Application is general in nature. It is generated or suggested based on the data you input and the design of the Application. It may not be complete, accurate or suitable for your specific circumstances.

3.2 The Application does not provide professional advice of any kind. In particular, it is not:

• educational advice provided by a registered teacher

• legal advice about compliance with home education, school registration or reporting requirements

• financial or tax advice

• any other form of regulated professional advice.

You should seek advice from appropriately qualified professionals before relying on any information produced or suggested by the Application.

3.3 The Application is intended to support your own planning, reflection and documentation processes, not replace them. You remain solely responsible for:

• deciding which activities to undertake

• how you describe and document those activities

• which outcomes or KLAs you consider appropriate

• how you use any reports, exports or information for registration or regulatory purposes.

3.4 Any mapping of activities to outcomes or KLAs by the Application is a suggestion only. It is your responsibility to check, edit and confirm whether those mappings are appropriate, accurate and acceptable to the relevant education authority or regulator in your jurisdiction.

3.5 Laws and regulatory requirements that apply to you, including home education, school attendance, privacy and record keeping laws, may change over time and may differ between jurisdictions. It is your responsibility to comply with all applicable laws.

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4 DURATION OF YOUR SUBSCRIPTION

4.1 Your Subscription and these Terms start on the date you first agree to be bound by these Terms and continue for the initial Subscription Period and any Renewal Period, unless terminated earlier in accordance with clause 19.

4.2 Unless clause 4.3 applies, at the end of the Subscription Period this agreement will automatically renew for further periods equal to the Subscription Period (each a Renewal Period).

4.3 This agreement will not automatically renew at the end of the Subscription Period or a Renewal Period (Renewal Date) if either party gives written notice of cancellation at least 7 days before the Renewal Date.

4.4 At least 7 days before each Renewal Date, we will provide you with written notice that the agreement is due to renew and of any changes to the Subscription Fees or these Terms that will apply in the next Renewal Period (Renewal Notice).

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5 THE APPLICATION

5.1 Scope of your Subscription and the Application

(a) We will provide you, to the extent set out in your Subscription Tier, with access to use the Application.

(b) Your Subscription includes the inclusions and limitations of your Subscription Tier as described in the Application or as otherwise communicated to you when you subscribe (and as updated from time to time by notice to you).

5.2 Account registration

(a) To use the Application, you must sign up, register and create an account (Account).

(b) You may be able to register or sign in using an Apple, Google or other social media or identity provider account (Social Login). If you sign in using a Social Login, you authorise us to access certain information from that account (for example your name, email address and profile image) in accordance with the permissions granted through that provider.

(c) As part of registering and using your Account, you may be asked to provide information, which may include:

• your name and contact details

• your email address and a secure password

• billing and payment information

• information about the children or learners you are recording activities for (for example first name, age, learning notes)

• uploads such as text, images, audio, video and documents, and

• other information as reasonably required by us from time to time.

(d) You warrant that all information you provide to us in connection with your Account is accurate, complete and kept up to date.

(e) Once you complete the registration process, we may, in our discretion, accept or reject your registration. If we accept your registration, we will provide you with an Account and access to the Application in accordance with your Subscription.

5.3 Number of users and features

(a) While your Subscription is current, we grant you a non-exclusive, non-transferable licence to use the Application for the Number of Application Users applicable to your Subscription Tier. If your Subscription Tier does not specify a Number of Application Users, the Number of Application Users is one.

(b) We may from time to time release upgrades, improvements, modifications or new versions of the Application (Enhancements). Enhancements may be provided at no additional cost or may form part of a different Subscription Tier. Enhancements do not change these Terms and may involve scheduled or unscheduled downtime. We do not provide credits or refunds for downtime.

(c) We may change, add or remove features of the Application at any time by giving you notice.

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6 DATA HOSTING

We may store User Data using third party hosting providers and cloud infrastructure (Hosting Services). You acknowledge and agree that:

6.1 The Application may use storage servers and cloud services located in Australia and/or other countries.

6.2 We will use reasonable efforts to select appropriate hosting providers, but we do not promise that the Hosting Services will always be error free or that User Data will always be accessible.

6.3 We will use reasonable efforts to protect User Data against unauthorised access, loss or alteration. However, we do not guarantee that unauthorised access or security incidents will never occur and we are not responsible for any unauthorised access, destruction, loss, damage or alteration of User Data, including due to hacking, malware, ransomware, viruses or other malicious code.

6.4 If User Data is lost because of a system failure or similar event, we cannot guarantee that backups (if any) will be available or that any backup will be free from errors.

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7 ACCEPTABLE USE

7.1 When you use the Application you must, and you must ensure that all Users under your Subscription:

• comply with these Terms, our Privacy Policy and any Generative AI Use Policy or similar guidelines published by us, and

• use the Application in a responsible and lawful way.

You acknowledge that we are not responsible for any loss, damage or expense caused by your or any User’s breach of these Terms. You indemnify us against all loss, damage or expense that we suffer in connection with such a breach.

7.2 You must not, and must not encourage, assist or permit any User or third party to do any of the following without our prior written consent:

(a) upload sensitive personal information or confidential commercial information into the Application, especially information that conflicts with our Privacy Policy or Generative AI Use Policy, including personal information about another individual without their informed consent or lawful authority;

(b) upload any material that is inappropriate, offensive, illegal, pornographic, discriminatory or that incites hatred or violence;

(c) use the Application for any unlawful or fraudulent purpose or in a way that facilitates unlawful or fraudulent activity;

(d) upload material that is owned or copyrighted by a third party unless you have all necessary permissions or licences;

(e) copy, reproduce or make further copies of the Application or any part of it, except as permitted by law;

(f) adapt, modify or interfere with the Application or any part of it;

(g) remove or alter any copyright, trade mark or other proprietary notice on or in the Application;

(h) use the Application in a way that harms or may harm our reputation or the reputation of our related entities, partners or other users;

(i) use the Application in a way that infringes the Intellectual Property Rights of any person;

(j) create derivative works from, or translate, the Application;

(k) publish or communicate the Application to the public, including by making it available online or sharing access credentials with third parties;

(l) integrate the Application with third party data, software or systems other than as permitted by us in writing, including by incorporating any third party API in a way that conflicts with our instructions;

(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any person, or distribute unsolicited commercial content, junk mail or spam in connection with the Application;

(n) sell, loan, transfer, sub-license, hire or otherwise provide access to the Application to any third party, except as permitted by these Terms for Users included in your Subscription;

(o) decompile, reverse engineer or attempt to derive the source code of the Application;

(p) share your Account login details or password with any other person. You are responsible for all activity on your Account. You must promptly notify us of any unauthorised use of your Account or any suspected security breach;

(q) make any automated use of the Application (for example by bots or scripts) except as expressly permitted by us;

(r) attempt to bypass, disable or interfere with any security or access control features of the Application; or

(s) permit use of the Application by more than the Number of Application Users included in your Subscription.

7.3 If you become aware of misuse of the Application, errors in your Subscription or any difficulty in accessing or using the Application, you should contact us using the contact details provided on our Website or via the “Settings – Contact Support” function in the Application.

7.4 If you provide personal information about any other person, including a child, you warrant that you have the authority and informed consent required to do so and that, where appropriate, you have considered de-identifying the information.

7.5 You agree, and you must ensure that all Users agree, that:

(a) they must create an Account to use the Application;
(b) information provided through the Application is general in nature and we are not responsible for how you choose to act on that information; and
(c) we may suspend or cancel any Account, or limit access to the Application, if we believe that these Terms (including this clause 7) are being or are likely to be breached.

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8 YOUR CONTENT

8.1 Warranties

In using the Application, you and your Users may upload or provide images, text, notes, documents, audio, video, links, feedback, suggestions, enhancement requests and other content (Uploaded Material). By providing any Uploaded Material in connection with the Application, you represent and warrant that, and must ensure that all Users represent and warrant that:

(a) you are authorised to provide the Uploaded Material;

(b) the Uploaded Material does not breach these Terms, our Privacy Policy or any Generative AI Use Policy or similar guidelines;

(c) the Uploaded Material is accurate and, where it sets out facts, those facts are true to the best of your knowledge at the time it is provided;

(d) the Uploaded Material is not harmful, defamatory, misleading, discriminatory or maliciously false and does not contain offensive or explicit material;

(e) the Uploaded Material does not damage or risk damaging our reputation or the reputation of any associated party;

(f) the Uploaded Material does not amount to “passing off” or unfair competition;

(g) the Uploaded Material does not infringe any Intellectual Property Rights of any person anywhere in the world;

(h) the Uploaded Material is free from viruses, malicious code or other software that may compromise the security or integrity of the Application; and

(i) the Uploaded Material complies with all applicable laws.

8.2 Licence

(a) You grant to us, and must ensure that all Users grant to us, a perpetual, irrevocable, transferable, worldwide and royalty free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in Uploaded Material to the extent reasonably necessary for us to operate, maintain, improve and market the Application and our business.

(b) If you or any User is found to have moral rights (such as rights of attribution or integrity) in Uploaded Material, you consent, and must ensure that all Users consent, to us and our licensees doing anything with that material that may otherwise infringe those moral rights.

(c) You indemnify us against all loss, damage, cost and expense arising from any third party claim that Uploaded Material infringes that third party’s Intellectual Property Rights.

8.3 Removal of Uploaded Material

We are not obliged to monitor or pre-screen Uploaded Material. However, we may review, remove or disable access to any Uploaded Material at any time at our discretion, without giving reasons and without liability to you or any User.

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9 FEES AND PAYMENT

9.1 Trial period

We may from time to time offer a free trial period for the Application (Free Trial Period). If you access the Application during a Free Trial Period, Subscription Fees are not payable during the Free Trial Period. Your first payment will be due immediately after the Free Trial Period ends unless you cancel before that time.

9.2 Subscription Fees

(a) Your Subscription is for the Subscription Tier selected by you and agreed with us. The inclusions and limits of each Subscription Tier are set out in the Application or as otherwise communicated to you.

(b) You must pay the subscription fees specified for your Subscription Tier in the Application or as otherwise agreed in writing (Subscription Fees).

(c) Subscription Fees must be paid in advance and are non-refundable for change of mind.

(d) Unless we agree otherwise in writing, Subscription Fees are payable on a recurring basis for the duration of your Subscription. Your first payment is due on the first day of the Subscription Period (or immediately after any Free Trial Period) and on the first day of each Renewal Period.

9.3 Automatic recurring billing

Subject to clauses 9.4 and 9.5:

(a) Your Subscription will automatically renew on an ongoing basis unless you cancel your Subscription in accordance with these Terms.

(b) While your Subscription continues, Subscription Fees will be debited at the start of each Renewal Period from the payment method you nominated when registering your Account (or any replacement payment method you provide).

(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has both an initial and recurring payment feature and that you are responsible for all charges incurred prior to cancellation.

9.4 Grace period

If you forget to cancel your Subscription before the start of a Renewal Period and Subscription Fees are charged, you have a period of 10 Business Days from the renewal date (Grace Period) to cancel your Subscription by contacting us through our Website. If you cancel within the Grace Period, you may request a refund of the Subscription Fees charged for that Renewal Period.

9.5 Changes to Subscription Fees

We may change Subscription Fees from time to time. We will give you at least 10 Business Days’ notice before any change takes effect. During that notice period you may cancel your Subscription. If you do not cancel before the new Subscription Fees take effect, the Grace Period in clause 9.4 will apply.

9.6 Late payments

We may suspend or restrict access to all or part of the Application if Subscription Fees are not paid in accordance with this clause 9.

9.7 GST

Unless stated otherwise, Fees are exclusive of GST. If GST is payable on a taxable supply made under or in connection with these Terms, you must pay the GST amount in addition to the Fees when the Fees are due, provided we issue a valid tax invoice.

9.8 Card surcharges

We may charge a surcharge for payments made using certain payment methods, including credit, debit or charge cards such as Visa, Mastercard or American Express.

9.9 Online payment partner

(a) We may use third party payment providers, such as Apple Pay and Google Pay, to process Subscription Fees (Online Payment Partner).

(b) Where we do so, and we notify you of the relevant third party terms and provide access to them:

(i) the processing of your payments will also be subject to the terms, conditions and privacy policy of the Online Payment Partner;
(ii) you release us and our Personnel from all liability arising from any act or omission of the Online Payment Partner, including any security or performance issue or any error in processing your payment; and
(iii) we may correct, or instruct the Online Payment Partner to correct, any errors or mistakes in processing your payment.

(c) You may choose not to accept the Online Payment Partner’s terms. If you do not accept those terms, we will not be able to provide the Subscription and clause 19 will apply.

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10 INTELLECTUAL PROPERTY AND DATA

10.1 Application content intellectual property

(a) We own, or are licensed to use, all intellectual property in the Application and in any materials we provide to you in connection with the Application, including text, graphics, logos, designs, icons, images, audio and video content, pricing, downloads and software (Application Content). We reserve all rights in the Application Content that are not expressly granted to you in these Terms.

(b) We grant you a limited licence to access and use the Application Content for the Number of Application Users and solely for the purposes of using the Application in accordance with these Terms. You may make temporary electronic copies of Application Content where reasonably required for those purposes. You must not otherwise copy, reproduce, transmit, adapt, distribute, sell, modify or publish Application Content without our prior written consent or as permitted by law.

10.2 User Data

Our rights and obligations

(a) You grant to us and our Personnel a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to:

• operate, provide and support the Application and your Subscription

• maintain and improve the Application and our other products and services

• apply machine learning, analytics and other processing to User Data to generate insights and improvements for our business and technology.

(b) We may remove or restrict access to any User Data at any time if we consider it to be inappropriate, offensive, illegal or otherwise contrary to these Terms.

Your obligations and licence to us

(c) You are responsible for:

(i) ensuring that User Data is only shared with intended recipients; and
(ii) ensuring that all User Data is appropriate and complies with these Terms.

(d) You:

(i) warrant that our use of User Data in accordance with these Terms does not infringe any third party Intellectual Property Rights; and
(ii) indemnify us against all loss, damage, cost and expense arising out of any claim that our use of User Data infringes a third party’s Intellectual Property Rights.

10.3 Use of anonymised data for AI training

(a) We may use anonymised User Data to help improve the Application and enhance the performance of our AI models, but only where you have expressly opted in to this feature in the Application settings.

(b) If you opt in, you agree that your data may be used in de-identified, aggregated form for training and improving our AI systems and related products or services.

(c) We will not use personally identifiable information for our AI training. Any data used for those purposes will be anonymised so that individuals cannot reasonably be identified.

(d) You can change your opt-in status at any time in the Application settings. Opting out will prevent further use of your data for AI training but will not affect data that has already been incorporated in de-identified form into our models.

(e) For more detail on how we handle and protect data, please see our Privacy Policy.

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11 THIRD PARTY TERMS

11.1 We may use third party goods and services in providing the Application, including third party AI services such as Google Gemini and other infrastructure or analytics services. If so, you may also be subject to that third party’s terms (Third Party Terms).

11.2 Where we notify you of relevant Third Party Terms and provide access to them, you agree to comply with those Third Party Terms. We are not responsible for any loss or damage you suffer in connection with those Third Party Terms or the relevant third party services.

11.3 You may choose not to accept Third Party Terms. If you do not accept them, we may be unable to provide some or all of the Application to you and clause 19 may apply.

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12 NOTICE REGARDING APPLE

If you access the Application from Apple’s iOS App Store, you acknowledge and agree that:

(a) this agreement is between you and OneSkill AI, not Apple. Apple is not responsible for the Application or its content;

(b) Apple has no obligation to provide maintenance or support services for the Application;

(c) if the Application fails to conform to any applicable warranty, you may notify Apple and Apple may refund the purchase price (if any) for the Application. To the maximum extent permitted by law, Apple has no other warranty obligations with respect to the Application and any claims, losses or costs attributable to failure to conform to any warranty are our responsibility;

(d) Apple is not responsible for addressing any claim by you or any third party relating to the Application, including:

(i) product liability claims;
(ii) claims that the Application fails to comply with any legal or regulatory requirement; or
(iii) claims under consumer protection, privacy or similar legislation;

(e) in the event of any third party claim that the Application or your use of it infringes that party’s intellectual property rights, Apple is not responsible for the investigation, defence, settlement or discharge of that claim;

(f) you represent and warrant that:

(i) you are not located in a country that is subject to a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and
(ii) you are not on any United States Government list of prohibited or restricted parties;

(g) you must comply with any applicable third party terms when using the Application; and

(h) Apple and its subsidiaries are third party beneficiaries of this agreement and, upon your acceptance of this agreement, Apple has the right to enforce this agreement against you as a third party beneficiary.

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13 CONFIDENTIALITY

13.1 Except as permitted by these Terms, a party must not use or disclose the other party’s Confidential Information without the other party’s prior written consent.

13.2 Each party must promptly notify the other if it becomes aware of any potential, suspected or actual loss, misuse or unauthorised access to, or disclosure of, Confidential Information.

13.3 The party giving notice under clause 13.2 must investigate the circumstances and cooperate with the other party in any related investigation.

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14 MARKETING

By accepting these Terms, you consent to us collecting, using and disclosing your personal information (but not sensitive information) for direct and indirect marketing purposes, including to overseas service providers, in accordance with our Privacy Policy. You may be able to opt out of certain marketing communications as described in the Privacy Policy.

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15 PRIVACY

15.1 We collect personal information about you and your Users in the course of providing the Application, communicating with you and for other purposes set out in our Privacy Policy.

15.2 Our Privacy Policy explains how we collect, use, disclose and store personal information and how you can access and correct your personal information.

15.3 By agreeing to these Terms, you consent to us handling personal information in accordance with our Privacy Policy.

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16 COLLECTION NOTICE

16.1 We collect personal information about you, and about children and other learners whose activities you record, in order to:

• provide you with access to and use of the Application

• contact and communicate with you

• respond to your enquiries and support requests

• generate suggested outcomes and KLAs using AI, and

• perform functions described in our Privacy Policy.

16.2 Our Privacy Policy contains more information about how we use, disclose and store personal information and how you can access and correct it.

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17 LIABILITY

17.1 Warranties and limitations

(a) We warrant that:

(i) during your Subscription, the Application will be made available substantially as described in these Terms, subject to reasonable downtime and maintenance; and
(ii) to our knowledge, use of the Application in accordance with these Terms does not infringe the Intellectual Property Rights of any third party.

(b) We will use reasonable efforts to correct any material errors, bugs or defects in the Application that you notify to us during your Subscription, except where the issue results from:

(i) interaction of the Application with systems, hardware, software or services not approved by us in writing;
(ii) misuse or improper use of the Application; or
(iii) use of the Application contrary to these Terms.

(c) You acknowledge that, despite our efforts, you may experience from time to time:

(i) errors or defects in the Application;
(ii) temporary unavailability or slow performance of the Application;
(iii) delays or failures in delivery of messages or data;
(iv) security or confidentiality limitations inherent in using the internet and technology; or
(v) information provided through the Application that is incomplete, outdated, inaccurate or not suitable for your circumstances.

(d) To the maximum extent permitted by law, all express or implied warranties, representations and guarantees not expressly stated in these Terms are excluded.

(e) Nothing in these Terms is intended to exclude, restrict or modify any rights you may have under the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded.

17.2 Liability

(a) To the maximum extent permitted by law and subject to clause 17.3, each party’s total aggregate liability to the other for all loss or damage arising in connection with these Terms or the Application is limited to the total Subscription Fees paid by you to us in the 6 months immediately before the event giving rise to the liability.

(b) The limitation in clause 17.2(a) does not apply to your liability arising from:

(i) infringement of third party Intellectual Property Rights; or
(ii) breach of clause 7 (Acceptable use) or clause 8 (Your content).

17.3 Consequential loss

To the maximum extent permitted by law, neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss or corruption of data or any indirect or consequential loss, however caused, in connection with these Terms or the Application, except:

(a) for liability for fraud, personal injury, death or damage to tangible property; or
(b) to the extent that such liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

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18 UPGRADES AND DOWNGRADES

18.1 You may request to upgrade or downgrade your Subscription Tier or the Number of Application Users at any time by contacting us or using any self-service functionality provided in the Application. If you do so, we will:

(a) take reasonable steps to provide access to the new Subscription Tier or revised Number of Application Users as soon as practicable; and

(b) apply the new Subscription Fees from the start of the next Renewal Period following the date on which we provide access, unless we notify you otherwise.

18.2 If you downgrade your Subscription Tier or reduce the Number of Application Users, the downgrade will usually take effect from the start of the next Renewal Period. We do not generally provide pro-rated refunds for downgrades between Renewal Periods, although we may do so at our discretion.

18.3 If you downgrade your Subscription, you acknowledge that you may lose access to certain content, features, capacity or User Data and you agree that we are not liable for any such loss.

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19 CANCELLATION

19.1 Cancellation at any time

Either party may cancel your Subscription for convenience by giving at least 5 Business Days’ written notice to the other party.

19.2 Cancellation for breach

(a) Either party may cancel the Subscription immediately by written notice if there has been a Breach of these Terms.

(b) A Breach occurs where:

(i) one party (Notifying Party) reasonably believes the other party is in breach of these Terms and gives written notice describing the breach;
(ii) the other party does not remedy that breach within 10 Business Days (or any longer period agreed in writing); and
(iii) the breach is not remedied within that period.

19.3 Effect of termination

On termination of this agreement for any reason:

(a) you will no longer have access to the Application, your Account or User Data. We are not required to store or retain User Data beyond termination and you release us from all claims relating to any failure to retain User Data;

(b) unless we agree otherwise in writing, Subscription Fees that would otherwise have been payable for the remainder of the current Subscription Period or Renewal Period remain payable and Subscription Fees already paid are non-refundable to the maximum extent permitted by law; and

(c) any provisions that by their nature are intended to continue after termination (including provisions about intellectual property, confidentiality, liability and privacy) will continue in force.

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20 DISPUTE RESOLUTION

20.1 A party claiming that a dispute has arisen under or in connection with this agreement must not start court proceedings (other than for urgent interlocutory relief) unless it has first complied with this clause.

20.2 The party claiming a dispute must give the other party written notice of the dispute, including reasonable details of the nature of the dispute.

20.3 The parties must then use best efforts to resolve the dispute in good faith within 14 days after the date of the notice, or such other period agreed in writing.

20.4 If the dispute is not resolved within that period, either party may commence court proceedings.

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21 FORCE MAJEURE

21.1 We are not liable for any delay or failure to perform our obligations under this agreement if the delay or failure is caused by a Force Majeure Event.

21.2 If a Force Majeure Event occurs, we will use reasonable efforts to notify you of:

(a) details of the Force Majeure Event; and
(b) the extent to which our ability to perform our obligations is affected.

21.3 Our obligations affected by a Force Majeure Event are suspended for the duration of the Force Majeure Event to the extent they are affected.

21.4 A Force Majeure Event includes:

(a) acts of God, lightning, earthquake, flood, fire, explosion, storm or landslide;
(b) strikes or industrial action outside our reasonable control;
(c) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; and
(d) any decision or action of a government authority that is beyond our reasonable control and that affects our ability to perform our obligations.

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22 NOTICES

22.1 A notice or other communication under these Terms must:

(a) be in writing and in English; and
(b) be delivered by email to the other party’s email address specified when creating the Account, or to any email address later notified in writing (Email Address).

22.2 Unless the sender knows or reasonably should suspect that an email was not delivered, an email notice is taken to be given:

(a) 24 hours after it is sent, unless that time falls on a Saturday, Sunday or public holiday in New South Wales, in which case it is taken to be given on the next business day in New South Wales; or
(b) when the recipient replies,

whichever is earlier.

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23 GENERAL

23.1 Governing law and jurisdiction

This agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

23.2 Waiver

A party may only waive a right under this agreement by written notice signed by that party. A waiver of one breach is not a waiver of any other breach.

23.3 Severance

If any part of this agreement is invalid or unenforceable in any jurisdiction, that part is severed to the extent of the invalidity or unenforceability. The remainder of this agreement continues in force.

23.4 Joint and several liability

Where a party consists of more than one person, those persons are jointly and severally liable for that party’s obligations.

23.5 Assignment

You must not assign, novate or transfer your rights or obligations under this agreement without our prior written consent. We may assign or novate our rights and obligations on written notice to you, provided that the assignee agrees to be bound by these Terms.

23.6 Entire agreement

This agreement constitutes the entire agreement between the parties about its subject matter and supersedes any prior or contemporaneous understandings, arrangements or agreements.

23.7 Interpretation

In this agreement, unless the context requires otherwise:

(a) words in the singular include the plural and vice versa;
(b) a reference to “$” or “dollar” is to Australian currency;
(c) words indicating a gender include all corresponding genders;
(d) if a word or phrase is defined, other grammatical forms have a corresponding meaning;
(e) a reference to “person” or “you” includes an individual, company, partnership, trust, association, government authority and any other legal entity;
(f) a reference to a party includes that party’s successors and permitted assigns;
(g) a reference to this agreement includes any schedules and documents incorporated by reference, and as varied from time to time;
(h) headings are for convenience only and do not affect interpretation;
(i) the word “including” is not a word of limitation; and
(j) no provision of this agreement is to be interpreted against a party merely because that party drafted it.

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DEFINITIONS

Application means the Learning Log application described in the “About us” section of these Terms and any related interfaces or services provided by us.

Application Content has the meaning given in clause 10.1(a).

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.

Confidential Information means information of or about a party that is confidential in nature, is designated as confidential or that the other party ought reasonably to know is confidential, but does not include information that is or becomes public knowledge without a breach of confidentiality.

Fees means the Subscription Fees and any other amounts payable by you to us under these Terms.

Force Majeure Event has the meaning given in clause 21.4.

Hosting Services has the meaning given in clause 6.

Intellectual Property Rights means all present and future intellectual and industrial property rights throughout the world, whether registered or unregistered, including copyright, trade marks, designs, patents, circuit layout rights, domain names, trade names, trade secrets, know-how, confidential information and the right to apply for or renew any such rights.

Material means all tangible and intangible information, documents, reports, software (including source and object code), data, inventions and materials in any form or media.

Number of Application Users means the number of Users that may use the Application under your Subscription, as specified in your Subscription Tier.

Personnel means, in relation to a party, that party’s officers, employees, contractors and agents.

Subscription means your subscription to access and use the Application as described in these Terms.

Subscription Fees has the meaning given in clause 9.2.

Subscription Period means the initial period of your Subscription as set out in the Application or otherwise agreed in writing.

Subscription Tier means the level or plan of Subscription selected by you and agreed with us, which determines the inclusions and limits of your Subscription.

User means you and any other individual that you authorise to access and use the Application under your Subscription.

User Data means any files, data, documents, information or other Material uploaded to or entered into the Application by you, your Personnel or any User, or otherwise provided to us in connection with these Terms, including any Intellectual Property Rights in that material.

Website means our website located at such URL as we notify from time to time in connection with the Application.