Licensed Services:

App-eLearn authoring tool

Services Fees:

$Nil per month for the free community licence version (unless otherwise agreed in writing).

Fees for additional services and additional licences/licence types will be as specified in a Quote issued by the Company, or as otherwise notified by the Company upon request from the Customer.


Initial term continues until the end of the calendar month in which it is accepted. Agreement continues on a monthly basis thereafter unless terminated.

Implementation/Hosting Fee:


Service Capacity:

Data storage will be limited to 350MB for the free communal licence.

Customised or designated branded sites (i.e. Enterprise Licence versions) are privately hosted and secure, with no shared image resources or image libraries. These sites will also be hosted on an Australian Government Hosting Standards approved data warehouse.

Subscription summary

Terms & Conditions

    1. These Terms and Conditions and any quote issued by the Company to you (“Quote”) form the agreement (“Agreement”) between App-eLearn Pty Ltd (ABN 48 631 013 897) (referred to as “Company”, “we” or “us”) and the user (referred to as “Client”, "Customer" or “you”), collectively referred to as the Parties or each a Party.
    2. The Company owns the cloud-based software known as "App-eLearn" (“Software”) which can be previewed at (“Site”).
    3. The Client wishes to use the Software.
    4. This Agreement sets out the terms upon which the Company has agreed to grant the Client a right to access and use the Software via the Site. This Agreement is binding on any use of the Software and applies to the Client from the time that the Company provides the Client with an account to access and use the Software (“Account”).
    5. You accept this Agreement by either:
      1. signing and returning this document, and/or any Quote; or
      2. completing an online subscription, and ticking the online acceptance box.
    6. By accessing and using the Software, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Software, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Software.
    1. The Software is a hosting and authoring tool known as “App-eLearn”. 
    2. A free version of the Software is made available to the Client on the following basis:
      1. Term: monthly.
      2. Licence fees: $Nil for a single user licence. Additional licences available upon payment of additional fees.
      3. Instillation fees: $Nil.
      4. Hosting fees: $Nil.
      5. Data storage: 350MB (free).  Additional storage is available upon payment of additional fees.
      6. Assets: shared image assets with access to two free image libraries (access to private assets available upon payment of additional fees).
      7. Services: customised services available upon payment of additional fees (subscription basis).
      8. Backups: monthly backups – weekly or daily backups performed upon payment of additional fees.
      9. Backup retention: one (1) backup is stored at any one time – additional backups stored upon payment of additional fees.
      10. Site permissions: course creator, editor and publisher access – greater access permissions available upon payment of additional fees.
    3. In consideration of the applicable fees (which will be notified by the Company to the Client upon request, and may be set out in a quote issued by the Company), the Company will provide such additional support services as are requested in writing by the Customer using the ‘My Enhancement’ order form available from the App-eLearn tool, specifically:
      1. creation of customised features and App-eLearn sites when ordered and specified in writing and confirmed by the Company.
      2. Provision of training or documentation, as requested by the Client and agreed by the Company.
      3. Retention of files and data for a further period as requested by the Client.
      4. Additional storage and custom components, as requested by the Client and agreed by the Company.
      5. Additional logins, or greater administrator level access, as requested by the Client and agreed by the Company.
      6. Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, transferable, revocable right to access and use the Software via the Site only, during the Term in accordance with this Agreement.
      7. Access to the Software will be provided to the Client via an individually assigned URL.  
      8. The Client will only be able to access the Software by completing an online subscription or logging in to an Account we create for you.
    1. When you subscribe online or sign into your Account, the Software may request that you provide personal information for subscription purposes. This personal information that we collect, and how we deal with it, is set out in the Privacy Policy available on our Site.
    2. Information that is created when you subscribe, such as log in details and passwords (“Client Information”) is stored on servers in Australia; however, some Data may pass through or be stored on servers outside of Australia. We will take industry best-practice steps to ensure that Client Information is kept secure and confidential. Our Privacy Policy sets out further information on how Client Information that is personal information will be treated.
    3. Upon completion of an online subscription, the Client obtains a valid Account to access and use the Software for the Term of this Agreement.
  4. PAYMENT – for subscription payment types
    1. You agree to pay the Subscription Fee, if any, required to enable you to access and use the Software to your desired level. Details of current Subscription Fees are available from the Company upon request and may be specified in a Quote issued by the Company to you.
    2. You will be required to make payment of all applicable fees by way of bank transfer or credit card. If you subscribe online, you must provide your credit card details when completing your online subscription.
      1. If you pay by credit card, you acknowledge and agree that:
        1. to maintain your subscription, payment to us will be made automatically on the basis set out on our Site or in our Quote, from the credit card that you have provided to us;
        2. if we are unable to take payment from your credit card, we will attempt to contact you via email as soon as we become aware of the payment failure. Until payment is confirmed, your Account will be locked and you will not be able to access or use the Software.  
    3. If payment is not made within 7 days of the last payment date, we may lock your Account without notice to you, in which case you will not be able to access your Account or use the Software/any of the Client’s data on the Account will be deleted and not recoverable.
    1. You may receive a trial period offer for the Software. Use of the Software during a trial period is subject to the terms of this Agreement. App-eLearn provides the Software during the trial period on an “as is” basis and does not offer any warranties for such Software. At the end of the trial period, if Customer does not subscribe to the Service, App-eLearn will consider the Service terminated and the provisions of Section 6 shall apply.
    2. Data storage will be limited to 350MB for any trial period offer and for the free Software licence – personal details and courses will remain private and secure; however, images added to the asset library by you may be viewable/usable by third parties.
    1. You acknowledge that App-eLearn offers a fourteen (14) day free trial prior to your paid Subscription to use the Software. Otherwise, you hereby agree that you shall not be entitled to any refunds of paid Subscription Fees, to the extent permitted by law. To the extent permitted by law, Services purchased also are non-refundable.
    2. No refunds or credits will be given for partial months of access to the Software, for account downgrades or for any months unused with an open account.
    1. This Agreement will commence on the date it is accepted by you and continue until the end of the calendar month then in force (Initial Term). At the end of the Initial Term and each calendar month during which this Agreement is in force thereafter, it will automatically renew on the first day of the next calendar month on the same terms and conditions for a further calendar month, unless terminated in accordance with the remainder of this Section 7 (Term).
    2. To terminate an Account, the Client must advise us in writing at least 14 days before the end of the calendar month then in force (except that if this Agreement is accepted on a date that is less than 14 days before the end of the calendar month, during the Initial Term only you can give us less than 14 days notice of termination).  The Client’s Account will be terminated at the end of the relevant calendar month during which a notice of termination is issued, and any automatic payments of fees will cease at the end of the Term.
    3. It is the Client’s responsibility to retrieve all necessary data from their Account prior to termination.
    4. We may terminate the Agreement immediately, in our sole discretion, if:
      1. you breach this Agreement, and if the breach is capable of being remedied, do not remedy the breach within 72 hours after receiving notice of the breach;
      2. for those parts of the Software that are owned by us and are made available to you under proprietary licence, we reasonably suspect that you are attempting to reverse assemble, decompile or reverse engineer the Software that you are provided access to;
      3. we consider on reasonable grounds that a request for Software and/or Services is inappropriate, improper or unlawful;
      4. you fail to provide us with clear or timely instructions to enable us to provide you with the Software and/or Services, and do not immediately (and in any event, within 24 hours) rectify this failure following a request by us to do so;
      5. you become insolvent, bankrupt, have a trustee or administrator appointed, or any similar step is taken, or we consider such a step to be likely on reasonable grounds; or
      6. for any other reason outside our control which has the effect of compromising our ability to provide you with the required Software and/or Services within a reasonable.
    5. On termination, we may retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to the Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of this Agreement.
    1. The Client warrants that all information provided to the Company is true, accurate and complete.
    2. You acknowledge and agree that:
      1. you are authorised to use the Software and to access any information or data that you input (“Data”) into the Software, including any Data which has been inputted into the Software by any person you have authorised to do so;
      2. the Software must only be used for your own lawful internal educational purposes, in accordance with this Agreement;
      3. all Client names and passwords required to access the Software are kept secure and confidential;
      4. if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify the Company of such activity;
      5. the reliability of the Software is dependent upon the Client’s access to the internet; and
      6. it is the responsibility of the Client to determine that the Software meets the needs of the Client and its business, and is suitable for the purposes for which the Software is used.
    3. You may use the Software on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you. The Company has no responsibility to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person or entity other than you. If you use the Software on behalf of or for the benefit of anyone other than yourself, you agree that:
      1. you are responsible for ensuring that you have the right to do so;
      2. the Company does not warrant the fitness for purpose or suitability of the Software for such third-party purposes and third parties may not rely on the Company for any purpose;
      3. you are responsible for authorising any person who is given access to your Data, and you agree that the Company has no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and
      4. you will indemnify the Company, on first demand, against any and all claims, expenses, liabilities or losses arising out of in connection with the Company’s refusal to provide any persons with access to your Data in accordance with this Agreement, and the Company making Data available to any person with authorisation from you.
    4. The use of the Software is at the Client’s own risk.
    5. You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that access to your Data via the Software complies with the law applicable to you, including any laws requiring you to retain records of your Data.
    6. You acknowledge that we may, with your prior consent (which will not unreasonably be withheld) use your trade names, trade marks, service marks, logos, domain names, testimonials and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicising your use of the Software.
    1. You acknowledge and agree that you will not (except as permitted under this Agreement or under the terms of any relevant "free software" (open source) licence that applies to the Software as a whole, or any part of the Software):
      1. attempt to circumvent or disable the Software or any technology features or measures in the Software by any means or in any manner;
      2. attempt to modify, copy, adapt or reproduce the Software except as necessary to use it for normal operation;
      3. attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software. Despite this, we will, where required to do so under the terms of any applicable "free software" (open source) licence, provide you with source code for those parts of the Software that are required to be made freely available, in accordance with the terms of the applicable open source licence;
      4. distribute, encumber, sell, rent, lease, sublicence, or otherwise transfer, publish or disclose the Software to any third Party (except as permitted under this Agreement or under the terms of any relevant "free software" (open source) licence that applies to a part of the Software);
      5. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or used in connection with the Software;
      6. use the Software in any manner to aid in the violation of any third-Party Intellectual Property, including but not limited to another’s copyrights, trade secrets, and patents;
      7. take any action that interferes, in any manner, with the Company’s rights with respect to the Software;
      8. attempt to undermine the security or integrity of the Company’s computing systems or where the Software is hosted by a third Party, that third Party’s computing systems and networks;
      9. use, or misuse, the Software in any way which may impair the functionality of the Software, Site, or other systems used to deliver the Software or impair the ability of any other Client to use the Software or Site;
      10. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access; or
      11. transmit, or input into the Software or Site, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).
    2. You acknowledge and agree that you will not use the Software or the Site for any activities, or post or transmit any material from the Site:
      1. unless you hold all necessary rights, licences and consents to do so;
      2. that infringes the Intellectual Property or other rights of any person;
      3. that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
      4. that defames, harasses, threatens, menaces, offends or restricts any person; or
      5. that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy.
    3. You agree that we have the right (but not the obligation) to delete any Data or content which in our opinion is in breach of clause 9.2.
    4. In addition, and subject always to the terms of any relevant "free software" (open source) licence that applies to the Software as a whole, or any part of the Software, title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or in the Software, or accessed through the Site or the Software, are the property of the applicable content owner and may be protected by applicable copyright or other law, and this Agreement gives you no rights to such content.
    5. You acknowledge that any breaches of this clause may not be able to be remedied by you, and could result in termination of this Agreement by the Company as permitted by clause 7.4 above.
    1. We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines, as set out in our Privacy Policy which is available on our Site.
    2. To the extent applicable, we agree to comply with the requirements of the EU General Data Protection Regulation (GDPR) as set out in the Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016.
    3. You will be taken to have read, understood and accepted the terms of the Privacy Policy when you accept this Agreement.
    1. The Software may be based on, or incorporate, software components that are made available to the Company under open licence terms. The Company makes no claim to any rights, including Intellectual Property rights, in such components, and will make such components freely accessible to you as required by the terms of the applicable open source licence.
    2. Except as provided for in clause 11.1, title to, and all Intellectual Property rights, in the Software (including any and all Software customisations developed at your request), the Site and any documentation relating to the Software, are at all times, and will remain the property of the Company and its successors and permitted assigns. Your right to use such Intellectual Property is subject to the terms of this Agreement.
    3. You grant the Company a non-exclusive, perpetual, irrevocable, fee-free and royalty-free, worldwide, transferable licence to use and sub-licence to third parties any Intellectual Property which subsists in the Data you provide in connection with the use of your Account, your use of the Software, and the provision of the Services to you, including copyright in any third Party logos or other materials.
    4. Title to and all Intellectual Property rights in any Data you input into the Software remain your property. However, your access to the Data and continued use of the Software is contingent on payment of any Subscription Fee owing by you.
    5. You grant the Company a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Software and for any other purpose related to provision of Services to you and the performance of our obligations under this Agreement.
    6. It is the responsibility of the Client to maintain copies of all original or updated Data which is inputted into the Software. The Company employs industry best-practices for data storage and back-up and will endeavour to prevent data loss, however, as the Software operates as a cloud-based service, provided through third parties, the Company does not make any guarantees that there will be no loss of data and does not represent or warrant that access to the Software, the Data or an Account will be secure or available without interruption.
    7. The obligations under this clause will survive termination of this Agreement.
    1. The Software will be automatically updated (“Updates”) for the duration of this Agreement.
    2. You acknowledge that the Company has no obligation to provide Updates to the Software, except as otherwise agreed in this Agreement. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such Updates.  
    3. The Software may contain automatic communications features which relay certain non-personally identifiable information to the Company in connection with the operation of the Software. The Company may use this information for research purposes including statistical analysis of aggregate customer behaviour.
    4. In consideration of the payment of applicable fees (as notified by the Company from time to time upon request), technical support will be available, via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm AEST time, with the exclusion of Commonwealth /State (NSW and VIC) public holidays (“Support Hours”).
    5. Subject to payment of applicable fees, a helpdesk ticket can be submitted at any time by emailing and commercially reasonable efforts to respond to all Helpdesk tickets within five (5) business days.
    1. The Parties acknowledge and agree, for the avoidance of doubt, that the Software incorporates or is based on software that is publicly available under "free software" (open source) licence terms, and in the event of any conflict between any of the terms of this Agreement and the terms of any "free software" (open source) licence that applies to the Software as a whole, or any part of the Software, the latter will take precedence and prevail to the extent necessary.
    1. Whilst the Company intends that access to the Software via the Site should be available on a 24 hour basis, it is possible that the Software or Site may from time to time during the Term be unavailable due to maintenance or other development activity.
    2. Where possible, the Company will provide notice to its Clients of any maintenance or development activity in advance by email.
    1. The Company has implemented and will maintain security systems for the transmission and storage of Data, consisting of best-practice and state-of-the-art technologies that are accepted in the industry to provide appropriate security for the processing of Data over the internet.
    1. Your feedback is important to us.  We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our offerings, please contact us.
    2. If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:
      1. The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith within 10 business days of the lodgement of the complaint in writing to seek to resolve the dispute by agreement between them (“Initial Meeting”).
      2. If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the President for the time being of the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute. Unless otherwise agreed, the Parties will equally bear the costs of the mediator, and will otherwise each bear their own costs of mediation.
    3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.
    1. Each Party must keep the Confidential Information of the other party secret and confidential, and must not use or disclose such Confidential Information for any purpose except to the extent disclosure is strictly necessary for it to perform its obligations under this Agreement.
    2. The obligations of confidence under this Agreement do not apply to any information that:
      1. is in the public domain (other than through any breach of this Agreement);
      2. the receiving Party can prove was known to it at the time of disclosure by the disclosing Party, free from any obligation of confidence; or
      3. the receiving Party is required by law to disclose.
    3. The obligations of confidentiality under this Agreement survive the expiration or termination of this Agreement.
    4. Each Party may disclose the Confidential Information of the other party to those of its employees, officers, agents, contractors or professional advisers who need to know the information to enable that party to properly perform its obligations under this Agreement and who are aware of the confidential nature of the information and agree to maintain the confidentiality of Confidential Information on terms consistent with those set out in this clause.
    5. On written notice from the disclosing Party, the receiving Party must immediately destroy or deliver to the disclosing Party all Confidential Information in a recorded form (including any copies of that information) which is in the possession or control of it or its employees, officers, agents or contractors.
    6. Except as otherwise expressly permitted by this Agreement, neither Party will make any public statement or communication or make any representation in relation to this Agreement or any part of it, or in relation to the other party, or any representative or customer of the other Party, without the prior written consent of the other Party unless the statement, communication or representation is required to be made:
      1. as part of the proper performance of that Party's obligations under this Agreement;
      2. by law; or
      3. pursuant to any order of a court, tribunal or government or regulatory body, authority or agency, or the regulations of any security exchange.
    1. The Company and the Client agree that the Company’s liability for the Software and any Services supplied to the Client are governed solely by the Australian Consumer Law to the extent applicable, and this Agreement.
    2. You acknowledge that whilst the Company will take reasonable steps to ensure that the Software will be fit for the purposes as advertised, the Company gives no guarantees that:
      1. the Software will meet your requirements;
      2. the Software will work in each of your desired use case scenarios; and
      3. the Software can be used on every operating system, as it is impossible to test each variant.
    3. The Software uses third Party hosting services, and the Company cannot and does not warrant that these third Party hosting services are provided free of defect or without interruption.
    4. The Company does not warrant that use of the Software will be uninterrupted or error free. The operation of the Software is dependent on public telephone services, computer networks, third Party servers and the internet, which can be unpredictable and may from time to time interfere with the use of the Software. The Company accepts no responsibility for any such interference or prevention of your use of the Software.
    5. To the extent permitted by law, all risk arising out of the use or performance of the Software remains with you. You understand and agree that the use of the Software, material or data downloaded or otherwise obtained through the use of the Software, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. The Company is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Software, any third Party software or operating system.
    6. In no event will the Company or its licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of this Agreement, the use of or inability to use the Software, even if the Company has been advised of the possibility of such damages.
    7. The Client acknowledges that the Company may pursue any available equitable or other remedy against you as a result of a breach by the Client of any provision of this Agreement.
    8. To the extent permitted by law, the Company’ liability for breach of any of its obligations under this Agreement will be limited to the greater of $100 or the total fees paid by the Client in respect of the Software or any related Services.
    9. Each Party acknowledges and agrees that the other Party will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquidated or any other non-compensatory damages.
    10. This clause survives termination of this Agreement.
    1. Certain legislation including the Australian Consumer Law (“ACL”) set out in Schedule 2 of the  the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (“Statutory Rights”).
    2. Nothing in this Agreement removes your Statutory Rights, including but not limited to your rights as a consumer under the ACL. You agree that our liability for Software and the Services provided is governed solely by the ACL and this Agreement. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.
    3. Except for your Statutory Rights, all material and work is provided to you without warranties of any kind.
    4. If you are a consumer as defined in the ACL, the following applies to you: We guarantee that the services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the services for or for a result which you have told us you wish the services achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability for a breach of the ACL, then to the extent legally permitted, our total liability for loss or damage you suffer or incur is limited to:
      1. in the case of goods, and at our sole option either (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and
      2. in the case of services (including without limitation access to the Software), and at our sole option either (i) the re-supply of the services; or (ii) the payment of the cost of having the services re-supplied.
    1. You will be liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs on a solicitor-own client basis, resulting directly or indirectly from: (i) any information that is not accurate, up to date or complete or is misleading or a misrepresentation; (ii) any breach of this Agreement; (iii) and any misuse of the Software and/or Services; from or by you, your employees, contractors or agents.
    2. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Software and/or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us. 
    3. The obligations under this clause will survive termination of this Agreement.
  21. GST
    1. Words or expressions used in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meaning given to them in that Act.
    2. Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.
    3. If a party makes a taxable supply under this agreement (Supplier), then the recipient of the taxable supply (Recipient) must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply at the time the consideration for the taxable supply is payable.
    4. Notwithstanding the foregoing, the Recipient is not obliged under this agreement to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.
    5. If an adjustment event arises in relation to a taxable supply made by a Supplier under this agreement, the amount paid or payable by the Recipient pursuant to clause 21.3 will be amended to reflect this and a payment will be made by the Recipient to the Supplier or vice versa as the case may be.
    6. If a third party makes a taxable supply and this agreement requires a Party to this agreement (the payer) to pay for, reimburse or contribute to (pay) any expense or liability incurred by the other party to that third party for that taxable supply, the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.
    7. This clause does not merge on completion and will continue to apply after expiration or termination of this agreement.
  22. NOTICE
    1. Any notice required or permitted to be given under this Agreement must be in writing, addressed to the receiving Party, and will be delivered by hand or mailed by regular post or sent by email to the addresses set out below, or such other address or email address as may be notified to the other Party in writing:
      1. If to the Client - sent to the postal or email address provided by the Client when requesting a subscription (as updated by the Client from time to time during the Term); and
      2. if to the Company - addressed as follows:

      App-eLearn Pty Ltd
      Post: Level 3, 478 George Street, Sydney NSW 2000
      Attention: Relationship Manager 

    2. A notice is deemed served:
      1. if personally delivered, upon delivery;
      2. if sent from and to a place within Australia by regular post, at 9:00 am on the sixth Business Day after the date of posting (whether received or not);
      3. if sent from a place within Australia to a place outside Australia by airmail, at 9.00 am on the tenth Business Day after the date of posting;
      4. if sent from a place outside Australia by airmail, at 9.00 am on the twelfth Business Day after the date of posting; or
      5. sent by email, at the time of sending provided that the sender receives automated or personalised confirmation the email has been successfully delivered to an email system accessible to the addressee.
    1. The relationship between the Parties is that of independent contractors. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.
    2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.
    1. Any person or entity who is not a Party to this Agreement has no right to benefit under or to enforce any of this Agreement.
    1. This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the prior written consent of the other Party (which will not be unreasonably withheld).
    2. Any purported dealing in breach of this clause is of no effect.
    1. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
    2. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
    1. Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.
    2. This agreement is binding on and remains for the benefit of the parties and their respective executors, administrators, successors and permitted assigns.
    1. If performance of this Agreement or any obligation under this Agreement (apart from any obligation to pay money) is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.  The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.  An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
    2. If a Force Majeure continues for more than 30 days, either Party can terminate this Agreement with immediate effect by notice in writing to the other Party.
    1. Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
    1. Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to this Agreement.
    1. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question will not be affected.
    1. This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.
    1. The date of this Agreement is the date that this Agreement is accepted by the Client.
    2. In respect of the subject matter of this Agreement:
      1. this Agreement contains the entire understanding between the Parties; and
      2. all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement.
    1. This Agreement is governed by the laws of Victoria and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria, Australia.
    1. Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".
    2. Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and whether registered or unregistered, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trade marks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

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