In these Standard Terms and Conditions (“these Terms”), “Edrolo” means Tutor On Demand Pty Ltd (ABN 83 149 712 881) trading as “Edrolo” (“Edrolo”, "we", "us", "our").
These Terms apply to all Subscriptions for the digital/online and physical educational resources (e.g. textbooks and other hard copy resources) made available by Edrolo (together referred to as the “Edrolo Resources”) to schools, students, parents and other users of Edrolo Resources (“you”, “your” or “School’ / “Authorised User” as applicable) and governs all use of Edrolo Resources under your Subscription.
The Edrolo Resources are described on Edrolo’s website at edrolo.com.au ("the Website").
The definitions in the Order Form apply in these Terms, in addition to the definitions contained in these Terms.
1.1 A “Subscription” can be either a School Subscription as described in clause 1.2 or a Personal Subscription as described in clause 1.3.
1.2 A School may subscribe for use of Edrolo Resources by signing a subscription Order Form that incorporates these Terms. Under a School’s subscription to Edrolo (“School Subscription”), Edrolo will provide the School and the School’s authorised students, parents and other users (“Authorised Users”) with access to the selected Edrolo Resources for the subjects listed in the Order Form for the Subscription Term in the Order Form, in return for payment of the applicable Fees, subject to these Terms.
1.3 We may make Edrolo Resources available on a subscription basis directly to pupils, parents and other users under an Order Form that incorporates these Terms (“Personal Subscriptions”). Except for provisions specifically applicable to School Subscriptions, these Terms also apply to Personal Subscriptions and references to Authorised Users includes individuals who sign up for a Personal Subscription.
1.4 The applicable Fees for a Subscription will be as listed in the Order Form for the Subscription.
1.5 Subscriptions (either School Subscriptions or Personal Subscriptions) made be offered on a trial basis for a fixed period of time specified in the Order Form (“Trial Subscription”). Trial Subscriptions may only be used for the purpose of the trial subscriber determining whether to purchase a full Subscription. At the end of the Trial Subscription, if the trial subscriber does not proceed to a full Subscription, they will return or delete all Edrolo Resources under the Trial Subscription.
1.6 Subscriptions may also be offered to selected organisations or individuals free of cost, on a trial basis or otherwise (“Free Subscriptions”).
1.7 To the greatest extent permitted by law, and in addition to the limitations of liability under clause 11, Edrolo accepts no liability whatsoever under Trial Subscriptions or Free Subscriptions.
2.1 The Order Form sets out specific payment terms and invoicing provisions applicable to School Subscriptions and Personal Subscriptions respectively. These clause 2 payment terms apply to all Subscriptions.
2.2 Fees are payable on or prior to the delivery of the relevant Edrolo Resources if required under the Order Form and, in all other cases, are payable within 14 days from the date of the issue of our invoice, subject to any different payment terms or credit terms that are agreed to in writing by an authorised officer of Edrolo.
2.3 Time is of the essence for the payment of amounts due to us. Edrolo may suspend your Subscription immediately and for such period as Edrolo considers appropriate if any monies owing to Edrolo are due and remain unpaid.
2.4 Edrolo may vary the specific Edrolo Resources offered and/or the applicable Fees from time to time by giving you 28 days’ written notice. The variation(s) will apply after the expiry of an existing Order Form in respect of Edrolo Resources to be supplied for the new Subscription term. If you do not accept any material variation(s) that apply for the new Subscription term, you may terminate your Subscription by providing us with written notice, provided that you do so before the expiry of the existing Order Form.
2.5 Without limiting clause 2.4, Fees will be increased annually to account for CPI changes and increases in wages or associated costs, including (but not limited to) increases to applicable award rates of pay, compulsory superannuation increases, compulsory portable long service leave schemes, and government taxes.
2.6 You may not withhold from any payment, or offset against any payment, due to us any amount in respect of any amount owed by or claim against us.
2.7 If you fail to pay us any amount due to us under your Subscription within the required timeframe, we may:
2.8 You will be charged the reasonable cost of all expenses, including legal costs incurred, in the enforcement of any notice of default in payment of the Fees or other amounts due to us. Edrolo may charge and you agree to pay interest on any outstanding amounts at the rate of 2% per month. Interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days per month.
3.1 Where a supply under these Terms is or becomes subject to a GST, an amount equal to the GST paid or payable in respect of that supply shall be added to the amount exclusive of GST paid or payable for that supply under these terms and conditions.
3.2 The provisions contained in clause 3.1 apply notwithstanding any other clause of these Terms whatsoever.
3.3 Each party agrees to do all things, including providing invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any supply under these terms and conditions.
3.4 In this clause 3, “GST” has the meaning it has in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
4.1 School Subscriptions will remain in effect for the Initial Term specified in the Order Form, subject to renewal in accordance with clause 4.3 and the early termination provisions in these Terms.
4.2 Personal Subscriptions remain in effect for a yearly or monthly basis as specified in the Order Form, subject to the early termination provisions in these Terms
4.3 School Subscriptions will automatically renew for further periods on the same duration as the Initial Term (“Renewal Term”), unless you or we provide 28 days’ notice of termination prior to the end of the Initial Term or Renewal Term, as applicable. If you wish to terminate your Subscription prior to the expiry of the Initial Term or then current Renewal Term, you will be required to pay the remaining payments up to the end of the Initial Term or Renewal Term (as applicable). If you have already paid all Fees in respect of the full Initial Term or Renewal Term (as applicable), no refund will be provided if you terminate your Subscription early under this clause 4.3.
4.4 Either you or we may terminate your Subscription if:
4.5 Termination of your Subscription under clause 4.4 must be effected by written notice served on the other party and shall be without prejudice to any accrued rights of the parties before termination and all sums due under the Subscription shall become payable in full when termination takes effect.
5.1 In addition to complying with restrictions of use in these Terms, all Authorised Users must agree to the Website Terms of Use (the “Terms of Use”) and Edrolo Privacy Policy.
5.2 A School is responsible for the acts and omissions of all its Authorised Users related to their use of the Edrolo Resources and their compliance with the Terms of Use.
5.3 The access of Authorised Users to the Edrolo Resources is provided via individual user accounts each associated with a unique email address (User Accounts). The School must ensure that the email address associated with each User Account is controlled by a single individual who is an Authorised User.
5.4 The School must ensure that the User Account is used only by the associated Authorised User. The School must require that all Authorised Users keep their User Account login and password details strictly confidential and do not share such information with any unauthorised person. The School is responsible for all actions taken using User Accounts and passwords, and the School agrees to immediately notify us of any unauthorised use of which the School becomes aware.
5.5 The School authorises Edrolo to send emails and other communications to students covered by its Subscription relating to the use of Edrolo Resources or the marketing of other Edrolo products or services. The School will be responsible for procuring all necessary consents from students and/or their parents or guardians to enable Edrolo to send such emails and other communications in compliance with applicable laws.
6.1 The Edrolo Resources may only be used by a School and Authorised Users for their internal non-commercial purposes in accordance with the Order Form and these Terms. The licence granted in respect of the Edrolo Resources is non-exclusive, non-sublicensable and non-transferable and terminates when the Subscription terminates.
6.2 The School and each Authorised User must not share any User Account with anyone who is not an Authorised User. Any such sharing of a User Account will lead to termination of the Subscription and may mean further action is taken to recover compensation and penalties.
6.3 The School and each Authorised User must not use the Edrolo Resources nor allow their User Account to be used:
6.4 The School and each Authorised User must not do any of the following:
6.5 Edrolo may prevent or restrict your access to Edrolo Resources and/or the Website for any technical, security and or any other reasons at its absolute discretion. Edrolo will advise you as soon as practicable of any such restrictions that are imposed upon you.
6.6 The School undertakes to provide assistance to Edrolo in the protection of its intellectual property rights in the Edrolo Resources and Authorised Users’ compliance with the restrictions in this clause 6, including preventative communications to students and assistance in the investigation of breaches or suspected breaches.
7.1 You warrant and represent that all information provided by you is true, accurate and complete in all material respects, and may be relied upon by us in the supply of the Edrolo Resources.
7.2 You agree to provide us with reasonable access to such information as reasonably necessary for our provision of the Edrolo Resources. If you do not provide us with timely access to such information, our relevant performance obligations will be suspended until you do so. We will use such information solely for the purpose of performing our obligations under the Subscription. You represent and warrant that you have all necessary rights in such information to provide them to us for such purpose.
8.1 Each party shall treat as confidential all information which comes into its possession, pursuant to or as a result of or in the performance of the Subscription, whether such information relates to the business, sales, marketing or technical operations of the other party or the clientele of the other party or otherwise.
8.2 Neither party shall, without the written permission of the other, disclose such confidential information to a third party. This obligation does not apply if the information is already in the public domain without any breach of these Terms or if the disclosure is required by law.
9.1 We may collect certain data and information about Authorised Users (Personal Information) in connection with use of the Edrolo Resources and otherwise in connection with the Subscription.
9.2 The parties each agree to comply with all laws and regulations relating to privacy and the collection and use of Personal Information and to assist one another in relation to any allegation or claim regarding unauthorised access, use, processing or disclosure of Personal Information.
9.3 We collect and use all Personal Information in accordance with our Privacy Policy, to which all Authorised Users must agree.
9.4 We may disclose Personal Information to other organisations that assist us in the provision of the Edrolo Resources, including our related bodies corporate, subcontractors, marketing organisations and relevant banking or financial authorities.
9.5 If you provide us with the Personal Information of any other individual, then you warrant and represent that you have obtained the consent of such individual to provide us with the Personal Information for the purposes set out in our Privacy Policy.
9.6 You agree that, unless indicated otherwise in an Order Form, we may send you promotional material and information from time to time regarding any of our products or services.
9.7 We will procure that adequate physical, technical and administrative security measures are taken to protect Personal Information from unauthorised access, destruction, use, modification, or disclosure.
9.8 We will notify you promptly if we become aware that User Personal Information relating to you or your Authorised Users is accessed by, or disclosed to, an unauthorised party and will provide such details as we are able to enable you to assess and manage the associated impact.
9.9 Authorised Users under the age of 15 must have obtained your parent’s or guardian’s permission to provide us with their Personal Information. If you are under the age of 15 and you have not obtained your parent’s or guardian’s permission, you must not provide us with your Personal Information.
10.1 Edrolo’s intellectual property includes copyright in, or authorised licensee rights in respect of, the Edrolo Resources and the Website, including all text, photos, graphic designs and images contained in the Edrolo Resources or that are available on the Website. Edrolo is also the owner of trademark registration rights in relation to the Edrolo word. Edrolo’s other intellectual property rights include domain name rights, know-how and confidential information.
10.2 The School and Authorised Users acknowledge that the Edrolo Resources and the website are Edrolo’s intellectual property. The Subscription allows the School, Authorised Users and students to download, use and edit Edrolo Resources for the sole purposes of student work.
10.3 The School must not, and procure that Authorised Users do not, without our prior agreement in writing:
10.4 We welcome and encourage the School and Authorised Users to notify us of feedback or suggestions for improvements to the Edrolo Resources. Please email us on [email protected] with any feedback, or suggestions. The School and Authorised Users acknowledge and agree that all feedback and suggestions will be our sole and exclusive property and the provider agrees to assign to us all of the right, title, and interest in and to all feedback and suggestions, such that we are free to use and disclose feedback and suggestions without any permission from or payment to the provider.
11.1 The limitations of liability in this clause 11 apply to the greatest extent permitted by law and are subject to obligations that cannot be excluded or limited under Australia Consumer Law, to the extent applicable.
11.2 The Edrolo Resources and the Website are provided “as is” and “as available”. You agree that use of the Edrolo Resources and the Website is at your own risk. We do not represent or warrant that the Edrolo Resources or the Website will be secure, confidential, uninterrupted, error-free, accurate, complete or current. Your access to and use of the Edrolo Resources or the Website is not guaranteed and we will not be responsible for any damage from access or use; and/or loss of data or content caused by unavailability of the Edrolo Resources or the Website.
11.3 We are not liable for any loss or damage, however it arises, whether in contract, statute or tort (including negligence), arising out of, or in connection with any Edrolo Resources or any content on the Website that is incorrect, inaccurate or incomplete. If you rely on any Edrolo Resources or the Website, you do so at your own risk.
11.4 We expressly disclaim all warranties of any kind, whether express or implied, with respect to the Edrolo Resources and the Website, including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement.
11.5 Under no circumstances will we or our officers, employees, directors, shareholders, agents, or licensors be liable (whether in contract, tort, statutory, or otherwise) for any damages whatsoever, including direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of money, revenues, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from use of any Edrolo Resources or the Website.
11.6 Where the Edrolo Resources or the Website include links to third party content or websites, we have no control over such third-party content or websites and accept no responsibility for them or for any loss or damage that may arise from use of them.
11.7 If, notwithstanding these Terms, we are found to be liable to you or any third party in connection with use of the Edrolo Resources or your Subscription, the total liability for us and our officers, employees, directors, shareholders, agents, or licensors to you or to any third party is limited to one hundred Australian Dollars ($100).
11.8 To the extent that we may not disclaim any implied warranty or limit liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted.
11.9 Except for actions for non-payment or breach to a party’s proprietary rights, no action, regardless or form, arising out of or relating to these Terms may be bought by either party more than 1 year after the cause of the action has accrued.
11.10 We will not be responsible for failure or delay of performance of our obligations if such failure or delay is caused by an act of God, electrical internet and telecommunication outage, government restrictions; or other events outside our reasonable control.
You agree to indemnify us against all claims, damages, costs, expenses (including legal fees), losses (including loss of income and business opportunities) or liabilities that are suffered or incurred by us arising from, or in connection with:
13.1 You agree that if Edrolo requires financial information about you for any application for credit on terms which attract the operation of the Privacy Act 1998 (Cth), by seeking or enquiring about credit, you specifically agree and acknowledge that Edrolo may:
13.2 If Edrolo approves your application for credit, your consent and acknowledgement in this clause 13 will remain in force until the full amount owing to Edrolo under the credit facility is paid.
13.3 Edrolo may approve or decline your application for credit in its absolute discretion and Edrolo reserves the right to cancel your Subscription should such credit assessment be unsatisfactory to Edrolo.
14.1 This clause 14 applies to physical Edrolo Resources such as textbooks and other hard copy / printed materials. Terms used in this clause 14 are defined in the Personal Property Securities Act 2009 (Cth).
14.2 If you request the supply of physical Edrolo Resources on credit terms, or are supplied physical Edrolo Resources prior to payment in full, then:
If we supply you physical Edrolo Resources on a lease for a period of 12 months or more, then:
We will supply the Edrolo Resources and provide your Subscription as an independent contractor and neither us nor any of our personnel will be, or be deemed to be in partnership or in a joint venture relationship with any Authorised User, School or their employees.
16.1 All disputes or differences that may arise between us about the construction or effect of these Terms, or our respective rights, duties and liabilities, or any matter or event connected with or arising out of these Terms, must initially be referred on notice to each other party.
16.2 The parties agree that they must initially use all reasonable endeavours to resolve any dispute arising under these Terms within 10 business days of a party being advised by written notice of such a dispute.
16.3 If the parties are unable to resolve the dispute within that timeframe they must refer the dispute to an executive officer from each party to resolve. The parties will again use all reasonable endeavours to resolve the dispute within a further 10 business days or such other reasonable period agreed between the parties.
16.4 If the dispute is not resolved in accordance with clause 16.3, the parties may either agree to refer the matter to mediation or some other form of alternative dispute resolution or commence legal proceedings.
17.1 These Terms apply to and bind the successors and assigns of the parties to these Terms.
17.2 Notwithstanding Clause 17.1, neither your Subscription nor any right or obligation under these Terms are assignable in whole or in part by you, whether by operation of law or otherwise, without our prior written consent.
17.3 Edrolo may at any time assign, sub-contract or license any part of its rights and obligations under this Agreement.
18.1 Any waiver or forbearance by us in regard to the performance of these Terms operates only if in writing and applies only to the specified instance and does not affect the existence and continued applicability of these Terms.
18.2 No failure or delay on our part in exercising any right, power or privilege under these Terms (and no course of dealing between or among any of the parties) operates as a waiver of any such right, power or privilege.
18.3 No waiver of any default on our part on any one occasion constitutes a waiver of any subsequent or other default. No single or partial exercise or any such right, power or privilege precludes the further or full exercise of such right, power or privilege.
If any provision of these Terms is held to be illegal, invalid or unenforceable, these Terms must be considered divisible and inoperative as to such provision to the extent it is illegal, invalid or unenforceable. In all other respects these Terms remain in full force and effect.
20.1 All notices must be in writing and must be given by email transmission to the email address of the party.
20.2 A notice is given and received upon receipt of electronic confirmation of delivery of the message.
Edrolo may vary these Terms from time to time by giving 28 days’ written notice of the varied terms, provided that if the change is materially detrimental to your Subscription rights, then you may terminate this your Subscription within 28 days of receiving our written notice.
22.1 These Terms are governed by and construed in accordance with the laws of Victoria, Australia.
22.2 The parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Victoria, Australia in respect of any claim, dispute or difference arising out of or in connection with these Terms.
23.1 The Order Form and these Terms constitute the sole and entire understanding with respect to their subject matter and the Subscription and supersedes all prior discussions, proposals, representations and understandings, written or oral.
23.2 To the extent there is any conflict between these Terms and the Order Form, the Order Form prevails.
24.1 In these Terms unless the context indicates a contrary intention:
