Terms & Conditions
1. OUR DISCLOSURES
Our complete agreement is below, but some important points for you to know before you become a customer are set out below:
- if you fail to pay the Fees in accordance with the Payment Terms, we may suspend the Services;
- subject to your Consumer Law Rights, we may not refund the Fee to you; and
- subject to your Consumer Law Rights, our Liability for the provision of the Services will be limited to the Fees paid by you to us, and we will not be liable for Consequential Loss.
This agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights
2. ACCEPTANCE
2.1 These terms and conditions (Agreement) are between EA Learning Pty Ltd (ACN 635 634 230), (we, us or our) and you, together the Parties and each a Party.
2.2 We provide a broad range of services as set out on our Site, including learning services, online as a self-paced eLearning course or as a virtual classroom and in person, public and private for your organisation, including training, coaching, mentoring and other learning services, both online and in person (Services).
2.3 In this Agreement, you means (as applicable) the person or entity purchasing or receiving Services from us, either directly, or through your entity or employer.
2.4 You accept this Agreement by checking the box, clicking “I accept”, registering for our Services via our website, written request directly or via email, accepting a quote or proposal from us, or making part or full payment of the Fee.
2.5 This Agreement will commence on the date it is accepted in accordance with clause 2.4 and will continue until completion on the relevant Services, including full payment for such Services has been received, unless earlier terminated in accordance with its terms.
3. SERVICES
3.1 In consideration of your payment of the Fee, we agree to provide you the Services in accordance with this Agreement, whether ourselves, third party suppliers or through our Personnel.
3.2 We will not be responsible for any Services unless expressly agreed between the Parties in writing.
3.3 Where applicable, where you request Services from us, you represent, warrant and agree that you meet any such pre-requisites that may be required for the Services and that you have investigated the content of the Services to ensure it is the most suitable course for you and your requirements.
3.4 You acknowledge and agree that, unless expressly agreed otherwise, we do not customise our Services to your specific needs or requirements. To the maximum extent permitted by law, our Services are provided as-is and we do not make any warranty as to fitness for a particular purpose.
3.5 As part of our provision of the Services, as relevant, we may need to share your personal information that you provide to us on registration to third parties that interface with our services and provide materials, such as exam vouchers. We agree to share this data in accordance with our Privacy Policy.
4. FEES AND PAYMENT
4.1 Our Services have different Fees and payment terms applicable to their specific format of class, as set out below.
4.2 You may purchase services from us in advance, without specifying which specific aspect of our Services you are purchasing, if mutually agreed by the Parties in writing (Pre-Purchased Services). Payments for Pre-Purchased Services will be held as a non-refundable credit on the Customer’s account, valid for [x months/years] from the date of purchase, to be applied against future Services at the time of redemption. We may change service offerings and pricing periodically, and Pre-Purchased Services credit will be applied based on the pricing at the time of redemption.
Public Classes
4.3 When you agree to receive the Services, we will send a registration acknowledgement. Once the Services have been confirmed and we have further details of the class or session you will attend, we will email you relevant information, such as an access link, the location, and any other details that you may require.
4.4 In consideration for us providing the public class to you, you agree to pay us the Fee applicable to the class, and any other amount payable to us under this Agreement, at the later of (a) 4 weeks prior to the Class Date or (b) registration for the Class (Payment Terms) in accordance with this clause 4.
4.5 Payment of the Fee in accordance with a purchase order will be accepted by arrangement in writing only.
Private Classes
4.6 In consideration for us providing the private class to you, you agree to pay us the Fee applicable to the class, and any other amount payable to us under this Agreement, at the time set out in our proposal/invoice.
4.7 Payment of the Fee in accordance with a purchase order will be accepted by arrangement in writing only.
Bundled Classes
4.8 When purchasing a bundle of courses, the full invoice for the bundle must be paid upfront before the commencement of the first course.
4.9 Each bundle is treated as a single product, and, to the extent permitted by Law, you are not entitled to a refund, credit, or deferral if you do not attend or complete any part of the bundle.
eLearning Material
4.10 In consideration for us providing the eLearning material to you, including course material, included items (exam vouchers) and / or portal access, you agree to pay us the Fee applicable to those resources, and any other amount payable to us under this Agreement, upfront upon purchase of the eLearning material.
4.11 Once you have made full payment of the applicable Fee and met any applicable minimum requirements as set out on the Site or communicated to you from time to time, you will be granted access to the eLearning material.
Coaching and Mentoring
4.12 In consideration for us providing the coaching and mentoring services to you, you agree to pay us the Fee applicable, and any other amount payable to us under this Agreement, at the time set out in our proposal/invoice.
4.13 Payment of the Fee in accordance with a purchase order will be accepted by arrangement in writing only.
4.14 You acknowledge and agree that our Fees may be subject to discounts, at our sole discretion and based on your usage of the Services. You must not misuse our Service or misrepresent your usage in order to obtain a lower rate. The final Fee applicable will be outlined by us in our sole discretion, acting reasonably.
Sales, Discounts and Offers
4.15 We may, from time to time, offer promotional discounts and sales offers for the Services on the Site.
4.16 To claim the discount or sale, you must comply with the specific terms and conditions of the sale/offer as set out on the Site at the time of purchase. If you do not comply with the specific terms and conditions of the sale/offer when you purchase, or breach those terms later, we may rescind the offer.
4.17 The conditions of use relating to promotional discount codes and offers will be set out on the Site.
4.18 These sales and offers may only be applicable to certain aspects of the service, for a limited time or a limited number of people.
4.19 Discounts cannot be used in conjunction with any other offer.
General Terms
4.20 All amounts are exclusive of GST, VAT or other relevant value-added tax in your region (unless otherwise stated). The applicable currency (e.g. AUD, GBP, USD and EUR) will be nominated to you at the point of sale or in the proposal we provide to you.
4.21 We may offer payment through a third-party provider, such as Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
4.22 You must not pay, or attempt to pay, the Fee by fraudulent or unlawful means, including any misleading or deceptive conduct, or the misuse of purchase order information. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
4.23 If any payment has not been made in accordance with the Payment Terms, we may refuse to provide the Services and any training material, exams, certificate of attendance, additional coaching and mentoring hours, applicable badges, course portal access’ and/or exam vouchers will not be issued to you.
4.24 If applicable, any applicable taxes payable on the Fee will be set out in our invoice. You agree to pay the applicable tax amount at the same time as you pay the Fee.
5. OBLIGATIONS AND WARRANTIES
5.1 You represent, warrant and agree that:
(a) you will comply with this Agreement, all applicable Laws, and policies and procedures made known to you by us, including if entering our premises or third party premises, any conditions of entry made known to you prior to or upon entry;
(b) within the timeframe reasonably requested by us, you will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services to you, including any conditions of entry applicable to us for your premises or another private location requested by you;
(c) the information and documentation you provide to us is true, correct and complete;
(d) you will not infringe any third party rights in the Services;
(e) you will not record, make any record of, copy, share, circulate or otherwise replicate any of our Services or materials made available to you, including any access links or self-paced eLearning portals. Breach of this clause will be considered a material breach of this Agreement;
(f) you will treat our Personnel and other students with respect and fairness, including a respect for their privacy; and
(g) each aspect of the Services is provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to our Services, Our Material or any of the usernames or passwords provided as part of our Services, to third parties without our prior written consent.
6. CHANGES
6.1 We reserve the right to make changes to our Services, including (without limitation) the dates and times of a scheduled class, the content of our materials or the presenter of a scheduled class. We may make these changes without notice to you, provided these changes do not substantially change the nature of our Services to you.
6.2 Where the changes will amount to a substantial change to the nature of our Services to you or the changes will have an adverse impact on you, we will aim to provide you with as much notice as possible. If you do not agree to the changes, you may terminate this Agreement in accordance with clause 9.
7. THIRD PARTY SERVICES
7.1 We may engage with third parties that operate alongside our Services, such as The Open Group, Good eLearning and Omniplex. Our list of third parties is ever growing and changing and you can find updates on our Site or by contacting us. You acknowledge and agree that these third parties are independent of us and, to the maximum extent permitted by law, we will not be liable for the goods and services they provide, including if there is any delay or errors in their goods and services.
7.2 If any third party service cannot deliver an aspect of the Services, we will notify you of this change with reasonable notice and you agree to cooperate with us in good faith to find a solution.
Exam Vouchers
7.3 You acknowledge and agree that any exam vouchers, applicable for public and private classes, will be provided once payment had been received by us from you for the Services and the minimum level of the applicable course has been completed by you.
7.4 Exam vouchers are specific to the course you register for and are not transferable or able to be purchased for courses you do not undertake.
7.5 Any e-Learning exam vouchers must be requested during your course access period as communicated by us to you.
7.6 Exam vouchers must be used before the published expiry date and you acknowledge and agree that exam voucher expiry dates cannot be extended or redeemable for cash or transferable for any other benefit.
8. RESCHEDULING AND CANCELLATION
8.1 Subject to your Consumer Law Rights, no refunds will be provided for any aspect of the Services that have already been provided or attended.
8.2 If you fail to attend a Service, then, to the maximum extent permitted by law, you agree that the full Fee will still be payable in accordance with the Payment Terms. If you only attend part of the course or class, to the maximum extent permitted by law, no refund will be available.
8.3 You acknowledge and agree that any Fees we do not refund you due to your cancellation or rescheduling of a Service are a genuine pre-estimate of our loss.
Public Classes
8.4 You may request to cancel or reschedule your registration for a class by sending us an email.
8.5 If you cancel your registration to a class:
a) 4 weeks or more before the scheduled start date (Start Date), you may:
(1) cancel your registration, in which case we will issue you a full refund of the Fees; or
(2) defer your attendance, in which case the price you paid for the class will be credited to an alternative class as agreed between the Parties in writing; or
(3) nominate a substitute attendee to attend the class,
b) within 2 to 4 weeks of the Start Date, you may:
(1) nominate a substitute attendee to attend the class; or
(2) defer your attendance of the class, in which case you must pay us as a debt due and payable the applicable fee of AUD $500.00 (excl. GST) for an in-person Class or AUD $200.00 (excl. GST) for a virtual Class, or as otherwise communicated to you in the applicable currency,
c) within 1 to 2 weeks of the Start Date, you may nominate a substitute attendee to attend the class;
d) within the week prior to the Start Date, the full Fee will be applicable for your cancellation.
8.6 If you cancel or defer your registration or no-show to a session during an ongoing program, any applicable refunds or charges will be set out our sole discretion, acting reasonably.
Private Classes
8.7 The dates for Private Courses are scheduled by written agreement between the Parties in conjunction with or after the acceptance of our proposal/quote.
8.8 If a private course is cancelled or postponed by you within 21 days of the scheduled date of commencement, a cancellation fee of 25% of the Fee is due and payable to us within thirty days of the date we notify you of the charge.
eLearning Material
8.9 Your purchase of the eLearning Material is final and, subject to your Consumer Law Rights and to the maximum extent permitted by law, no refunds, transfers or cancellations of your purchase will be permitted.
Coaching and Mentoring
8.10 You may request to cancel or reschedule the coaching and mentoring services by sending us an email at least 7 days prior to our performance of the Services or your registration for a specific time. Any cancellations or rescheduling after a time has been secured may incur a charge, including to cover any costs we may have already accumulated or be subject to and at our sole discretion, acting reasonably and in accordance with all applicable laws.
9. TERMINATION
9.1 For all circumstances except as set out above, this Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay its debts as they fall due.
9.2 Upon termination or expiry of this Agreement:
(a) we will immediately cease providing the Services;
(b) we may, at our absolute discretion, agree to provide you with a refund for Services that have not been provided to you;
(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement; and
(d) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 12.
9.3 This clause 9 will survive the termination or expiry of this Agreement.
10. YOUR CONSUMER LAW RIGHTS
10.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.
10.2 You agree that our Liability for the Services is governed solely by the ACL and this Agreement.
10.3 Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in this Agreement.
10.4 Subject to your Statutory Rights, all amounts paid by you for the Services are non-refundable.
10.5 This clause 10 will survive the termination or expiry of this Agreement.
11. LIMITATION OF LIABILITY
11.1 Despite anything to the contrary, to the maximum extent permitted by law, and subject to your Consumer Law Rights:
(a) neither Party will be liable for any Consequential Loss;
(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited the Fee paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
11.2 This clause 11 will survive the termination or expiry of this Agreement.
12. INTELLECTUAL PROPERTY
12.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
12.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials do not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all things necessary or desirable to assure our title in such rights.
12.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by this Agreement.
12.4 You may not use Our Materials or the New Materials so as to compete with us by providing goods and services the same or similar to our Services, or use Our Materials or the New Materials so as to diminish or limit the market for our Services.
12.5 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Your Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under this Agreement.
12.6 In the use of any Intellectual Property in connection with this Agreement, you must not breach any of Our Intellectual Property Rights or those of a third party.
Your Data
12.7 We do not own any of Your Data, but when you enter or upload any of Your Data onto the Site or as part of the Services, or when you provide feedback on our Services to us, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data in accordance with these Terms and our Privacy Policy. We may use Your Data (or disclose it to third party service providers) to:
(a) supply our Services to you and otherwise perform our obligations under these Terms;
(b) diagnose problems with our Services;
(c) improve, develop and protect our Services;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics; and/or
(f) perform our obligations under these Terms (as reasonably required).
12.8 This clause 12 will survive the termination or expiry of this Agreement.
13. GENERAL
13.1 Disputes: A Party may not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt.
13.2 Governing law: This Agreement is governed by the laws of the state of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in the state of Victoria, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
13.3 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
13.4 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
13.5 Third Party Sites: Our Site or Services may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Site or Services, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Site or through our Services, or for featuring certain goods or services. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Site or as part of our Services.
14. INTERPRETATION & DEFINITIONS
14.1 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them within the Agreement, and:
Agreement means this client agreement, and any documents attached to, or referred to in it.
Business Days means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Confidential Information includes information which:
(a) is disclosed to you in connection with this Agreement at any time, including (without limitation) any course materials or resources;
(b) is prepared or produced under or in connection with this Agreement at any time;
(c) relates to our business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Fee and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.
GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.
Payment Terms means the Fee, method and timing of payment, as further defined in clause 4.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Premises means the physical or virtual location where the Services are to be supplied, including our virtual learning portal, as set out on our Site or as otherwise communicated by us to you in writing.
Fee means the fee for the performance of the Services, as set out on our Site.
Services means the services we agree to perform under this Agreement, as set out on our Site or as otherwise communicated by us to you in writing.
Site means our website, available at https://www.ealearning.com/.
Your Materials means all Intellectual Property owned or licensed by you before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.
For any questions or notices, please contact us at:
EA Learning Pty Ltd (ACN 635 634 230)
Email: operations@ealearning.com
Last Update: 5 June 2024.
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