List of Common Definitions

Current as at 26 April 2021

This document may be varied from time to time without further notice. The latest version will be published on the Learnt Website.

1. GENERAL
1.1 This List of Common Definitions provides definitions used in each of the following Learnt documents:
(a) User Terms;
(b) Enterprise Licence Agreement;
(c) Publisher Terms;
(d) Enterprise Services Agreement;
(e) Acceptable Use Policy;
(f) Privacy Policy;
(g) Strategic Partnership Agreement;
(h) Referral Terms & Conditions; and
(i) any other Learnt document, agreement or policy that references this List of Common Definitions.
1.2 In the documents listed in 1.1 above, unless the context otherwise requires in that document, or as otherwise specified in that particular document, the definitions in this List of Common Definitions will apply.
1.3 If there is any inconsistency between a document listed in 1.1 and this List of Common Definitions, the document listed in 1.1 will prevail to the extent of any inconsistency.
1.4 This document may be varied by Learnt from time to time without further notice to you.

2. COMMON DEFINITIONS

2.1 These terms have the following meanings:
Access Code means a unique login name and password which enables a User or Enterprise to access and use the Learnt System;

Access Expiry Date means in respect of a Sub-licence of a Course or Playlist:
(a) for a User, where that Sub-licence is on a One Time Licence basis, the date which is the number of months (as specified on the Website) after the Access Start Date;
(b) for a User, where that Sub-licence is on a Subscription Basis, the date one month after the Access Start Date.
(c) for an Enterprise, the date on which the Plan Period during which that Sub-licence for that Course or Playlist was added or was renewed, expires in accordance with the Enterprise Licence Agreement.

Access Period means in respect of a Sub-licence of a Course or Playlist, the period commencing on the Access Start Date, and expiring on the Access Expiry Date;

Access Start Date means in respect of a Sub-licence of a Course or Playlist:
(a) for a User or Enterprise for the initial Sub-licence of that Course or Playlist, the date on which the User or Enterprise adds that Sub-licence of a Course or Playlist to their plan pursuant to the User Terms or Enterprise Licence Agreement (as the case may be); or
(b) for a User or Enterprise where a Sub-licence is renewed pursuant to the User Terms or Enterprise Agreement (as the case may be), the date on which the Sub-licence renews;

Business Day means a day on which banks are open for business in New South Wales, Australia;

Cancellation Date means in respect of a Sub-licence of a Course or Playlist, the cancellation date determined by Learnt and notified to the Publisher or User (as the case may be), being either the date on which the Access Period for that Sub-licence expires or such other earlier date;

Course means a training course owned or licensed to Learnt, and made available to be sub-licensed through the Learnt Marketplace;

Course Participant means in respect of a Course, a User who is granted access and use of that Course pursuant to a Sub-licence, and is enrolled in and/or is undertaking that Course and/or is completing any certification pursuant to that Course;

Customisation means a modification, customisation or configuration of the Enterprise Platform developed from the provision of the Enterprise Services provided pursuant to an Enterprise Services Agreement;

Enterprise means a business entity that has entered into an Enterprise Licence Agreement, and such Enterprise Licence Agreement is still in effect;

Enterprise Connection means in relation to a User, an Enterprise who is authorised by that User to access and use the User Platform of that User;

Enterprise Content means information regarding an Enterprise, and learning and communication resources and courseware, owned or licensed to an Enterprise (excluding the Marketplace Content) uploaded to the Enterprise’s Platform by the Enterprise pursuant to clause 4 of an Enterprise Licence Agreement;

Enterprise License Agreement means a separate and independent written agreement between Learnt and a business pursuant to which Learnt grants that business a licence to access and use the Learnt Platform as an “Enterprise”;

Enterprise Platform means that part of the Learnt Platform which has been made accessible by Learnt to an Enterprise to be administered by that Enterprise, as customised by Customisations provided by Learnt to the Enterprise from time to time,

Enterprise Services means services associated with the Learnt Platform, Enterprise Platform and/or Learnt Marketplace, offered by Learnt to Enterprises from time to time, including but not limited to development of a Customisation, set up of the Enterprise Platform, consulting, implementation, content development and training;

Enterprise Services Agreement means a separate and independent agreement entered into by Learnt and an Enterprise pursuant to which Learnt agrees to provide Enterprise Services to that Enterprise;

Help Guides means the guides provided by Learnt to be used by the Enterprise and/or Users which sets out the manner of operation, functional specifications and/or the use of the Learnt System and other matters related to the Learnt System;

Intellectual Property Rights includes, but is not limited to all existing and future rights in patents, designs, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names, circuit layouts, goodwill and all other similar rights;

Learnt means Learnt Global Pty Ltd (ABN 42 601 738 872)) of Level 4, Suite 402, 441-449 Elizabeth Street, Surry Hills NSW 2010 Australia;

Learnt Marketplace means a part of the Learnt Platform where Courses and Playlists are published by Learnt and/or Publishers, and made available to be sub-licensed by Learnt to Users and Enterprises;

Learnt Profile means a personal record of a User which provides information regarding that User’s learning;

Learnt Platform means the “software as a service” online learning and communications platform known as the “Learnt Platform” comprising Enterprise Platforms, User Platforms, the Learnt Marketplace and

Learnt Profiles and other related services and technology;

Learnt System means the system involving the provision of any or all of the Learnt Platform, Enterprise Platforms, User Platforms, Learnt Marketplace, Help Guides, Access Codes, Marketplace Content, Enterprise Content, User Content and Learnt Profiles;

Marketplace Content means the Courses and Playlists;

Month means a period of one month (not a calendar month);

Monthly Content Fee (Enterprise) means in respect of a Course or Playlist:
(a) the monthly fee for an Enterprise for that Course or Playlist for the number of User Connections on an Enterprise’s plan, as specified on the Website;
(b) where an Enterprise is on a Custom Plan, the monthly fee for an Enterprise for that Course or Playlist for the number of User Connections on that Enterprise’s plan, as specified in the Custom Plan; or
(c) such other monthly fee for an Enterprise for that Course or Playlist for such other number of User Connections as agreed by Learnt and an Enterprise in writing;
Monthly Content Fee (User) means in respect of a Course or Playlist;
(a) the monthly fee for a User for that Course or Playlist, as specified on the Website; or
(b) such other monthly fee for a User for that Course or Playlist as agreed by Learnt and a User in writing;

One Time Fee means in respect of a Course, the fee for a Sub-licence on a One Time Licence Basis, as specified for that Course on the Website;

One Time Licence Basis means in respect of a Sub-licence of a Couse to a User, that the Sub-licence will only be for one period, and will not automatically renew;

Personal Information means names, contact information and other personal information of individuals;

Plan Period has the meaning in respect of an Enterprise, as stated in the Enterprise Licence Agreement for that Enterprise;

Playlist means a group of Courses owned or licensed to Learnt and curated by Learnt, an Enterprise or a User into one “playlist”, and made available to be sub-licenced through the Learnt Marketplace;

Publisher means an Enterprise or User who has become a “Publisher” pursuant to the Publisher Terms and such Publisher Terms are still in effect;

Publisher Services means services associated with the Learnt Platform and/or Learnt Marketplace, offered by Learnt to Publishers from time to time;

Publisher Terms means a separate and independent agreement entered into by Learnt and an Enterprise or User pursuant to which Enterprise or User agrees to be a “Publisher” in the Learnt Marketplace;
Related Entity has the meaning given to it in the Corporations Act 2001 (Cth);

Strategic Partnership Agreement means a separate and independent agreement entered into by the Enterprise and Learnt pursuant to which Learnt agrees to form a strategic partnership with the Enterprise;

Sub-licence means in respect of a Course or Playlist, a sub-licence from Learnt to a User pursuant to the User Terms, or to an Enterprise pursuant to an Enterprise Licence Agreement, whereby Learnt grants:
(a) in the case of a User, that User a licence to access and use that Course or Playlist as a “Course Participant”; or
(b) in the case of an Enterprise, that Enterprise a licence to authorise any or all of its User Connections to access and use that Course or Playlist as “Course Participants”.

Subscription Basis means in respect of a Sub-licence of a Couse or Playlist to a User or an Enterprise, that the Sub-licence will continue for one period, and will then automatically renew at the end of that period, and will continue to do so until cancelled or terminated;

Update means any minor modifications and/or bug fixes to improve functionality and/or look and feel of any part of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content, any new release of the Learnt Platform (being major changes to the Learnt Platform such as the incorporation of new technology and/or new applications and/or a reworking of the functionality of the Learnt Platform) or any change, variation , update, replacement, suspension or removal of any part of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content;

User means an individual who has agreed to the User Terms and such User Terms are still in effect;

User Connection means in relation to an Enterprise or User, a User who is authorised by that Enterprise or User to access and use the Enterprise Platform or User Platform (as the case may be) of that Enterprise or User;

User Content means information regarding a User, and learning and communication resources and courseware, owned or licensed to a User (excluding the Marketplace Content and Enterprise Content) uploaded to the User’s Platform by the User pursuant to the User Terms;

User Platform means that part of the Learnt Platform which has been made accessible by Learnt to a User to be administered by that User;

User Services means services associated with the Learnt Platform, User Platform and/or Learnt Marketplace, offered by Learnt to Users from time to time;

User Services Agreement means a separate and independent agreement entered into by Learnt and a User pursuant to which Learnt agrees to provide User Services to that User;

User Terms means a separate and independent written agreement between Learnt and an individual pursuant to which Learnt grants that individual a licence to access and use the Learnt Platform as a “User”;

Website means the website at learnt.global;

Year means a period of one year (not a calendar year).