User Terms & Conditions

1. GENERAL

1.1 A person becomes a “User” for the purposes of these User Terms upon completing and submitting the User Registration Form.
1.2 A person may only be a “User” if they are an individual who is 13 years of age or older, and where that individual is aged 13 to 17, that individual has a parent or guardian who has agreed to supervise and accept responsibility and liability for that individual’s participation as a “User” on the Learnt Platform.
1.3 The User acknowledges and agrees that by entering into these User Terms, the User agrees to, and must comply with the:
(a) Acceptable Use Policy – This explains what the User can and cannot do in relation to using the Learnt System, Learnt Platform and Learnt Marketplace;
(b) Privacy Policy – This explains what the User and Learnt can and cannot do in relation to Personal Information collected, disclosed, used and otherwise stored on the Learnt System; and
(c) List of Common Definitions – This provides definitions that are commonly used in various Learnt documentation, including but not limited to this document. In this document, unless the context otherwise requires in this document, or as otherwise specified in this document, the definitions in the list of Common Definitions will apply. If there is any inconsistency between this document and the List of Common Definitions, this document will prevail to the extent of any inconsistency.
1.4 These User Terms act separately and independently to the Publisher Terms. The Publisher Terms are however conditional on the Publisher being a User or an Enterprise. The Publisher cannot be a “Publisher” unless the Publisher is at the same time, a User or an Enterprise. A person can however be a User or an Enterprise and not be a Publisher.
1.5 The User acknowledges and agrees that these User Terms which the User has entered into, continue to apply notwithstanding the User entering into the Publisher Terms. If there is an inconsistency between these documents, the Publisher Terms will prevail to the extent of any inconsistency.
1.6 The User may at its option become a “Publisher” by entering into the Publisher Terms. For the avoidance of any doubt, if the User is a “Publisher” and ceases to be a “Publisher”, the User may continue to be a “User” and these User Terms may continue apply.
1.7 Subject to clause 14.8, these User Terms may be varied by Learnt from time to time without further notice to the User.

2. AGE REQUIREMENT

2.1 The User warrants that:
(a) the User is 13 years of age or older, and if the User is 13 to 17 years of age, the User has the consent of the User’s parent or legal guardian to become a User; and
(b) where the User is under 18 years of age, the User’s access and use of the Learnt System will be supervised and approved by a parent or legal guardian at all times.

3. GRANT OF LICENCES

3.1 Learnt grants to the User, and the User accepts, the licence regarding:
(a) the User Platform pursuant to clause 4;
(b) the User Content pursuant to clause 5;
(c) the User Connections and Enterprise Connections pursuant to clause 6; and
(d) the Marketplace Content pursuant to clause 7,
subject to and on the terms and conditions of these User Terms.
3.2 The User acknowledges and agrees that the grant of the licences referred to in clause 3.1 does not confer any rights (proprietary or otherwise) to the User, User Connections or Enterprise Connections in relation to, any part of the Learnt System, or any of the Intellectual Property Rights in any part of the Learnt System.
3.3 The User must not allow any person (other than the User, a User Connection or Enterprise Connection) to access or use any part of the Learnt System.
3.4 The User must only use, operate and administer the Learnt System (or part thereof) for the User’s own use, lawfully in accordance with the terms of these User Terms, in the manner specified by Learnt and only for the User Approved Purpose.
3.5 The User acknowledges and agrees that it must not, and must not allow any person, User Connection or Enterprise Connection, to sell, distribute, market, promote, advertise, license, transfer, vary, part with possession of, use or otherwise deal with any part of the Learnt System (including but not limited to the Marketplace Content) or to fulfil any of the User’s obligations in these User Terms except as specifically permitted pursuant to these User Terms or as otherwise agreed in writing by the parties.
3.6 The User must not, and must not allow any third party to, decompile, create a derivative work of, reverse engineer, de-code, interfere with, or in any way disassemble, copy, modify, reproduce, adapt or tamper with any part of the Learnt System (including but not limited to the Marketplace Content.

4. LICENCE TO CREATE USER PLATFORM

4.1 Learnt grants to the User, and the User accepts, a non-exclusive and non-transferable licence for the Term to create, access and use a User Platform, Help Guides and Access Codes for the User Approved Purpose, subject to and on the terms and conditions of these User Terms.
4.2 The licence granted pursuant to clause 4.1 may allow the User to:
(a) access and use the Learnt System (including the Learnt Platform, Help Guides and Access Codes) as a “User”;
(b) create, access and use a User Platform, and provide User Connections and Enterprise Connections with access to that User Platform;
(c) set up and store a Learnt Profile, and share that Learnt Profile with User Connections and Enterprise Connections;
(d) upload and store to the User Platform, User Content owned by the User to the User Platform and User Content for which the User has been granted an express licence and permission to upload and store to the User Platform. For the avoidance of any doubt, Courses and Playlists (or part thereof) in the Learnt Marketplace or available on the Learnt Platform by third parties are not permitted to be uploaded to, or copied or reproduced in any way onto, the User Platform;
(e) provide its User Connections and Enterprise Connections with access to the User’s Learnt Profile, User Platform and User Content for the purpose of sharing and using content; and
(f) access some or all of the Learnt Profile, User Platform and User Content of the User Connections, and of the Enterprise Platform and Enterprise Content of the Enterprise Connections,
subject to and on the terms and conditions of these User Terms.

5. LICENCE TO UPLOAD AND STORE USER CONTENT

5.1 Learnt grants to the User, and the User accepts, a non-exclusive and non-transferable licence for the Term to upload and store learning and communication resources and courseware, owned by, or licensed to, the User (excluding the Marketplace Content) on to the User Platform for the User Approved Purpose, subject to and on the terms and conditions of these User Terms.
5.2 The User must ensure that all User Content provided to Learnt and/or uploaded into the Learnt Marketplace (whether by the User or by Learnt or a third party on the User’s behalf), for however long that User Content is published in the Learnt Marketplace, meets the requirements in clause 5.3.
5.3 The User must ensure that all User Content:
(a) is accurate, complete and up to date, and is not in any way false, incorrect, indecent, defamatory or misleading or deceptive;
(b) complies with all applicable laws, regulations and codes;
(c) complies with the Acceptable Use Policy, Privacy Policy and these User Terms;
(d) is of an acceptable quality;
(e) has all disclaimers, limitations, notifications and/or warnings that may be relevant, useful or legally necessary in relation to that User Content clearly and prominently stated in the User Content;
(f) is only for educating, instructing, training and/or learning, and not for any other purpose; and
(g) does not contain any financial, legal, professional or any other advice.
5.4 The User represents, warrants and agrees, at the time of uploading any User Content to the User Platform, and again on any change, variation, update or replacement of that User Content by the User, and for however long that User Content is published on the User Platform and/or Learnt Platform, that the User and that User Content comply with the requirements in clause 5.2 and 5.3.
5.5 The User acknowledges and agrees that:
(a) the User is responsible, at its expense, for preparing, researching, producing, editing and updating the User Content; and
(b) Learnt may not review or verify the User Content and relies solely on the User to ensure that the User and User Content comply with the requirements and representations made in clauses 5.2, 5.3 and 5.4.
5.6 The User must monitor and review the User Content on a regular basis to ensure it meets the requirements in clauses 5.2, 5.3 and 5.4. If for any reason the User or the User Content cease to comply with such requirements, the User must at its own time and expense, change, vary, update or replace that User Content.
5.7 The User acknowledges and agrees that notwithstanding any other provision of these User Terms, the Publisher Terms or any other Learnt policy or document, the User is solely responsible and liable for the User Content.

6. LICENCE TO FORM CONNECTIONS

6.1 Learnt will provide the User with the ability to form a connection with a User or an Enterprise. Such a User will be a “User Connection” and such an Enterprise will be an “Enterprise Connection” for the purposes of these User Terms.
6.2 The User acknowledges and agrees that:
(a) the User Connections and Enterprise Connections will be able to access the user’s Learnt Profile, User Platform and User Content; and
(b) the User may access some or all, of the Learnt Profiles, User Platforms and User Content of the User Connections, and of the Enterprise Platforms and Enterprise Content of Enterprise Connections,
subject to and in accordance with the User Terms.
6.3 The User acknowledges and agrees that Learnt is not obliged to enable the User to be connected to another User or Enterprise.
6.4 The User acknowledges and agrees that it is liable for the User Platform during the Term (including but not limited to the conduct of User Connections and Enterprise Connections on the User Platform).
6.5 The User, Learnt or a User Connection or Enterprise Connection may terminate the connection between the User and that User Connection or Enterprise Connection (as the case may be) at any time. In such circumstances:
(a) that User Connection or Enterprise Connection (as the case may be) will cease to be a “User Connection” or “Enterprise Connection” to the User for the purposes of these User Terms, and the User will no longer be connected to that User Connection or Enterprise Connection;
(b) the User Connection or Enterprise Connection will cease access to the User Platform; and
(c) the User will cease to be liable for that User Connection or Enterprise Connection in relation to that User Connection’s or Enterprise Connection’s access and use of the User Platform.
6.6 The User acknowledges and agrees that if a User Connection’s or Enterprise Connection’s licence with Learnt to access and use the Learnt Platform is terminated by that User Connection or Enterprise Connection, or by Learnt, such termination will cause the connection between the User and that User Connection or Enterprise Connection on the User Platform to be terminated.

7. LICENCE TO ACCESS & USE MARKETPLACE CONTENT

7.1 Learnt grants to the User, and the User accepts, a non-exclusive and non-transferable licence for the Term to access and use the Marketplace Content that is the subject of a Sub-licence that has been added to the User’s plan pursuant to clause 13, for the User Approved Purpose, subject to and on the terms and conditions in these User Terms.
7.2 The User acknowledges and agrees that whilst Learnt may endeavour to ensure that the Marketplace Content meet various legal and other requirements, Learnt does not, and cannot, make any warranty or representation whatsoever, in any way or form in relation to the Marketplace Content.
7.3 Learnt does not, and cannot make any warranty or representation that Marketplace Content:
(a) is accurate, complete or up to date, or that it is not in any way false, incorrect, indecent, defamatory or misleading or deceptive;
(b) complies with all applicable laws, regulations and codes;
(c) complies with the Acceptable Use Policy, Privacy Policy or the Publisher Terms;
(d) is of an acceptable quality;
(e) is written in English or is provided in a particular format;
(f) has all disclaimers, limitations, notifications and/or warnings that may be relevant, useful or legally necessary in relation to the Marketplace Content clearly or prominently stated in the Marketplace Content;
(g) will achieve or be suitable for the purpose of educating, instructing, training and/or learning; or
(h) does not contain any financial, legal, profession or any other advice.
7.4 Whilst Learnt will endeavour to ensure that Marketplace Content meets certain requirements, due to the volume, breadth and depth of content, and third party production and creation of content, Learnt does not, and cannot, verify or ensure that all Marketplace Content meets such requirements. The User acknowledges and agrees that it accesses, uses and relies on such Marketplace Content entirely at the User’s own risk, and holds Learnt and its Related Entities and their licensors free of any liability whatsoever.
7.5 The User acknowledges and agrees that:
(a) each Course and Playlist must only be used for the purpose for which it was written or created for;
(b) each Course or Playlist has typically been written or created for its particular jurisdiction; and
(c) there may be limitations and restrictions regarding the usefulness of a Course or Playlist. If the User has a question regarding a Course, the User should contact the Publisher. If the User has a question regarding a Playlist, the User should contact Learnt.
7.6 The User acknowledges and agrees that upon completing a Course, the completion of that Course may be recorded on the User’s Learnt Profile as evidence of the User’s learning.

8. UPDATES AND MAINTENANCE

8.1 The User acknowledges and agrees that Updates to the Learnt Platform, Learnt System, Learnt Marketplace and Marketplace Content may be released as and when they become available. The User acknowledges and agrees that the content and timing for the release of any such Updates will be at Learnt’s sole discretion and Learnt will not be under any obligation to provide such Updates to the Learnt Platform, Learnt System, Learnt Marketplace or Marketplace Content at any time.
8.2 The User acknowledges and agrees that from time to time the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content may experience downtime to provide Updates to the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content or to conduct other maintenance, repairs, replacement, inspection or improvement of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content. Such downtime may occur at any time without notice to the User. Learnt will whenever possible, schedule such downtime outside of business hours.

9. USER SERVICES

9.1 The User may from time to time, request that Learnt provide certain User Services during the Term.
9.2 Where Learnt agrees to provide User Services referred to in clause 9.1, Learnt will provide such User Services, and the User must pay the fees, if applicable, for such User Services, in accordance with the terms for the provision of such User Services at the time.

10. USER’S OBLIGATIONS

10.1 The User must:
(a) ensure that access and use of the Learnt System and Marketplace Content using the User’s Access Codes and User’s Learnt Profile is strictly restricted to the User only;
(b) only use the Learnt Platform (including all User Platforms and Enterprise Platforms the User has access to), the User’s User Platform, User Content, Enterprise Content, Marketplace Content and the User Services for their intended purpose;
(c) only use the User’s Learnt Profile for recording the User’s learning;
(d) only access and use the Marketplace Content available in the Learnt Marketplace or otherwise on the Learnt Platform, for the purpose of the User’s personal learning;
(e) only use the Learnt System (or part thereof) for the User’s own personal non-commercial use, lawfully in accordance with the terms of these User Terms, in the manner specified by Learnt and only for the User Approved Purpose;
(f) not engage in any activity, or upload User Content, which may result in Learnt being liable to pay royalties or other fees to third parties (including but not limited to royalties or fees in relation to musical works, dramatic works, performances, sound recordings or films);
(g) provide in a timely manner, all information, Personal Information, documentation, and approvals reasonably required by Learnt subject to and in accordance with these User Terms, to enable Learnt to comply with its obligations to the User pursuant to these User Terms;
(h) provide and comply with minimum technology requirements as reasonably required by Learnt from time to time, to enable Learnt to provide the User with access and use of the Learnt System, and to comply with its obligations to the User pursuant to these User Terms;
(i) ensure that all information and Personal Information provided to Learnt or uploaded to the User Platform (whether by the User or by a third party on User’s behalf) is accurate, complete and up to date (including but not limited to the User’s Learnt Profile), and is not in any way false, incorrect, indecent, defamatory or misleading or deceptive and complies with all applicable laws, regulations and codes; and
(j) comply with Learnt’s polices (including but not limited to the Acceptable Use Policy and Privacy Policy), as varied from time to time without notice.
10.2 The User must, both during and after the Term:
(a) immediately notify Learnt if it becomes aware of any unauthorised access or use of any Courses or Playlists, or any part of the Learnt System or Learnt Marketplace, or any infringement of the Intellectual Property Rights of Learnt, a Publisher or their licensors;
(b) provide assistance and cooperation as and when reasonably requested by Learnt including implementing practicable remedies to stop breaches or improper or unauthorised use of any Courses or Playlists, or of the Learnt System or Learnt Marketplace from occurring; and
(c) act in good faith at all times towards Learnt and its Related Entities, and other Users, Enterprises, and Publishers on the Learnt Platform.
10.3 If the User has access to a User Platform or Enterprise Platform of a User Connection or Enterprise Connection, the User must comply with all lawful and reasonable directions and requirements provided by that User or Enterprise (as the case may be) in respect to the User’s access and use of that User Platform or Enterprise Platform. The User acknowledges and agrees that the User may be liable to the User Connection or Enterprise Connection in relation to the User’s conduct in accessing, and using the User Platform or Enterprise Platform.

11. PLANS

11.1 The User must agree to a Freemium Plan, Monthly Plan or Annual Plan for the Term. The User is deemed to agree to a plan by selecting or agreeing to it on the User Registration Form, or upgrading or downgrading to that plan pursuant to clause 12.
11.2 The type of plan agreed to pursuant to clause 11.1, may determine the User Licence Fee (if any) payable by the User in respect of the User Licence and the period for which the User will have the User Licence.
11.3 Upon agreeing to a Freemium Plan, Monthly Plan or Annual Plan (as the case may be), the User is liable for, and must pay the User Licence Fees for that plan, on and from the Plan Start Date, and on every Plan Anniversary Date of that plan, subject to and on the terms and conditions of these User Terms.
11.4 The User Licence Fee:
(a) for a Freemium Plan, is nil;
(b) for a Monthly Plan and Annual Plan is as specified on the Website.
11.5 A plan will commence on the Plan Start Date.
11.6 At the end of the Plan Period for a plan, that plan will automatically renew for the Plan Period it was on immediately prior to the renewal, commencing on the Plan Anniversary Date, unless the User Terms are terminated prior in accordance with these User Terms, or the parties have otherwise agreed in writing.
11.7 The parties acknowledge and agree that upon selecting or upgrading a plan pursuant to these User Terms, Learnt grants the User the right to the selected, upgraded or added User Licence in accordance with that plan, and any consideration paid for such plan is for the grant of that right at that time, irrespective of whether and to what extent the User Licence is subsequently accessed and/or used by the User.

12. UPGRADING OR DOWNGRADING PLAN

12.1 The User may upgrade or downgrade the User’s plan in accordance with this clause 12.
12.2 During the Term, the User may upgrade the User’s Plan to a plan with greater features, or downgrade the User’s Plan to a plan with lesser features, by notifying Learnt.
12.3 If the User upgrades or downgrades the User’s Plan pursuant to clause 12.2:
(a) the current plan is deemed to end on the date of such upgrade or downgrade;
(a) no refunds are payable in relation to the User Licence Fee;
(b) the User is deemed to enter into a new plan on the date of such upgrade or downgrade, and such date will be the “Plan Start Date” for that plan for the purposes of these User Terms;
(c) the User will be liable for, and must pay, the User Licence Fee in that new plan, in accordance with the terms for that new plan; and
(d) any such upgrade or downgrade will not affect or have any impact on the Content Licence (unless otherwise agreed by the parties in writing).

13. SUB-LICENCES OF COURSES & PLAYLISTS

13.1 The User may add a Sub-licence of a Course or Playlist to the User’s plan subject to, and in accordance with the terms and conditions in this clause 13, and any other terms and conditions applicable to that Sub-licence.
13.2 The User may add a Sub-licence of a Course or Playlist to the User’s plan during the Term, by:
(a) notifying Learnt through the Learnt Platform; and
(b) paying the relevant fee in accordance with clauses 13, 14 and 15.
13.3 If a Sub-licence of a Course is on a One Time Basis, the User must pay the One Time Fee for that Course at the time the User notifies Learnt pursuant to clause 13.2(a).
13.4 If a Sub-licence of a Course or Playlist is on a Subscription Basis, the User must pay the Monthly Content Fee (User) for that Sub-licence in advance at the time the User notifies Learnt pursuant to clause 13.2(a), and on each renewal of the Sub-licence until that Sub-licence is cancelled in accordance with these User Terms.
13.5 Upon the User adding a Sub-licence of a Course or Playlist pursuant to clause 13.2, or renewing a Sub-licence of a Course or Playlist pursuant to clause 13.8, the User will have access and use of the Course or Playlist (as the case may be) for the Access Period for that Sub-licence, subject to and on the terms and conditions in these User Terms.
13.6 The User acknowledges and agrees that upon adding to a plan or renewing a Sub-licence of a Course and/or Playlist, Learnt grants the User a sub-licence to access and use the Course and/or Playlist the subject of that Sub-licence, and any consideration paid for such Sub-licence is for the grant of that right at that time, irrespective of whether and to what extent the Course or Playlist is subsequently accessed and/or used by the User.
Expiry of Sub-licences
13.7 The User acknowledges and agrees that a Sub-licence for a Course or Playlist will expire on the date on which the Access Period for that Sub-licence expires. On the expiry of a Sub-licence for a Course or Playlist, the User will no longer have access or use of that Course or Playlist.
Renewal of Sub-licences
13.8 The User acknowledges and agrees that a Sub-licence of a Course or Playlist that is on a Subscription Basis will automatically renew on the expiry of that Sub-licence, unless and until, that Sub-licence has been cancelled in accordance with these User Terms.
13.9 Where a Sub-licence automatically renews in accordance with clause 13.8:
(a) that existing Sub-licence expires in accordance with clause 13.7; and
(b) a new Sub-licence of a Course or Playlist on a Subscription Basis, with a new Access Period, is created.
Cancellation of Sub-licences
13.10 The User may cancel a Sub-licence of a Course or Playlist and remove it from a plan during the Term, by notifying Learnt, or by agreement by the parties in writing. If the User cancels a Sub-licence of a Course or Playlist:
(a) access and use of the Course or Playlist for that Sub-licence will cease on the Cancellation Date for that Sub-licence; and
(b) no refunds will be payable in respect of that Sub-licence of that Course or Playlist.
13.11 The User acknowledges and agrees that, notwithstanding any other provision of these User Terms, Learnt may cancel a Sub-licence of a Course or Playlist and remove it from a plan during the Term without prior notice and for any reason. If Learnt cancels a Sub-licence of a Course or Playlist:
(a) Learnt will notify the User in writing as soon as possible;
(b) access and use of the Course or Playlist for that Sub-licence will cease on the Cancellation Date for that Sub-licence;
(c) subject to clause 13.11(d), no refunds will be payable; and
(d) Learnt may in its absolute discretion provide a refund or credit in respect of any remaining part of a Sub-licence of a Course or Playlist that has been cancelled by Learnt pursuant to clause 13.11.
13.12 Where a Sub-licence of a Course or Playlist is cancelled pursuant to clause 13.10 or 13.11, that Sub-licence will be “cancelled” and will not “expire” pursuant to clause 13.7, and cannot renew pursuant to clauses 13.8.
Changes, Variations & Replacements of Courses, Playlists & User Content
13.13 The User acknowledges and agrees that Learnt, or a Publisher (in relation to its Courses) may, in its discretion, at any time:
(a) change, vary or update a Course, Playlist or User Content;
(b) replace a Course or Playlist in the Learnt Marketplace, or replace a Course in a Playlist;
(c) suspend a Course, Playlist or User Content for any period of time; and/or
(d) remove a Course, Playlist, or User Content from the Learnt Marketplace or remove a Course from a Playlist,
at any time, for any reason, without notice to the User, and without any liability whatsoever.
13.14 The User acknowledges and agrees that any change, variation, update, replacement, suspension or removal of User Content, a Course, a Playlist or a Sub-licence of a Course or Playlist pursuant to clause 13.13, or cancellation of a Sub-licence of a Course or Playlist, pursuant to clause 13.11 will not give the User any right or reason to terminate these User Terms, withhold payments of any amounts under these User Terms, claim that there has been any misrepresentation or breach of agreement or warranty, or claim that the User has any other legal claim or right of indemnity.

14. FEES

14.1 In consideration for Learnt granting the User Licence pursuant to clause 3.1, the User must pay Learnt the User Licence Fee in accordance with clause 14.
14.2 In consideration for Learnt granting a Sub-licence of a Course or Playlist pursuant to clause 13, the User must pay Learnt the relevant fee for that Sub-licence, in accordance with clause 13, 14 and 15.
14.3 In consideration for Learnt providing the User Services pursuant to clause 9, the User must pay Learnt the User Services Fee in accordance with clauses 9, 14 and 15.
14.4 The User will be invoiced:
(a) for a Monthly Plan or Annual Plan, the User Licence Fee, in advance for each Plan Period of the Term;
(b) for a Sub-licence of a Course on a One Time Licence Basis, on the date the Sub-licence is added;
(c) for the Sub-licence of a Course or Playlist on a Subscription Basis, on the date the Sub-licence is added, and then on each date the Sub-licence is renewed in accordance with these User Terms; and
(d) for the User Services, the User Services Fee as and when applicable in respect of such User Services.
14.5 The User must pay the fees specified in an invoice, upon receipt of that invoice, by credit card or by such other payment method as specified by Learnt or as otherwise agreed in writing.
14.6 The User is deemed to accept and agree to the amount invoiced unless the User notifies Learnt in writing within 7 days of date of invoice.
14.7 The User acknowledges and agrees that, except as otherwise required at law, no fees are refundable.
14.8 Learnt may vary the User Licence Fees by providing the User with at least 30 days written notice, and such variation will take effect on and from the next Plan Period. Learnt may vary the One Time Fee and Monthly Content Fee (User) from time to time without notice.
14.9 The User must reimburse Learnt for all expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by Learnt, or for which Learnt is liable for, in recovering any and all overdue amounts payable pursuant to these User Terms.
14.10 Payments of all amounts payable to Learnt pursuant to these User Terms will only be deemed received by Learnt upon receipt of cleared funds. Payments must be made in full without any abatement, set off or deduction.
14.11 Notwithstanding any other provision of these User Terms, upon providing 5 Business Days notice to the User, Learnt may suspend access and use of any part or all of the Learnt System and Marketplace Content, and/or the provision of the User Services if:
(a) any amounts payable by the User pursuant to these User Terms or a Related Agreement are overdue; or
(b) the User is in breach of these User Terms or a Related Agreement, or any other agreement with, or policy of, Learnt or any of its Related Entities,
without any liability whatsoever for any loss or damage suffered by the User, a User Connection, an Enterprise Connection or any third party.

15. TAXES

15.1 GST, GST law and other terms used in clause 15 (except Recipient) have the meanings ascribed to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time) or any replacement or other relevant legislation and regulations, except that GST law also includes any applicable rulings.
15.2 If any GST becomes payable by a party to these User Terms (Supplier) in relation to any supply that it makes pursuant to or in connection with these User Terms:
(a) unless otherwise stated in these User Terms, any consideration provided for that supply pursuant to these User Terms is inclusive of GST;
(b) an additional amount will be payable by the party providing consideration for that supply (Recipient) equal to the amount of GST payable by the Supplier in relation to that supply; and
(c) the Supplier will provide a tax invoice to the Recipient in respect of that supply.
15.3 Where any amounts payable by the User are stated inclusive of GST, such amounts will be increased by the amount of any increase in the GST.

16. TERM AND TERMINATION

16.1 These User Terms commence on the Commencement Date and continue until terminated in accordance with these User Terms.
16.2 The User may terminate these User Terms at any time with written notice to Learnt (except as otherwise specifically provided in a Related Agreement).
16.3 Learnt may terminate these User Terms at any time with written notice to the User (except as otherwise specifically provided in a Related Agreement).
16.4 A party may terminate these User Terms immediately with written notice to the other if:
(a) the other party is in material breach of any of its obligations or warranties pursuant to these User Terms and has failed to rectify that breach within 30 days (or where the breach is non payment of money, 14 days) of written notice requiring remedy of the breach. A written notice must state the nature, grounds and details of such breach; or
(b) the other party has a receiver, receiver and manager, administrator, liquidator or controller appointed, is unable to pay its debts or ceases to carry on its business.
16.5 These User Terms may be terminated automatically pursuant to a Related Agreement (unless otherwise specified in these User Terms or the Related Agreement).
16.6 Upon the termination of these User Terms:
(a) these User Terms are deemed to end on that date,
(b) no refunds are payable;
(c) the User Licence and Content Licence will immediately terminate (and all Sub-licences of Courses and Playlists will immediately be cancelled and the provisions in clauses 13.10 to 13.12 will apply;
(d) any incomplete User Services Agreement which refer to these User Terms will automatically terminate;
(e) the User must immediately cease accessing and using the Learnt System;
(f) the User must immediately cease uploading, accessing and using User Content, but may export or engage Leant no later than 30 days after termination to provide User Services to export, such User Content off the User Platform;
(g) User Content will be deleted from the User Platform 90 days after termination without further notice or liability;
(h) the User must immediately cease accessing and using the Marketplace Content (including but not limited to all Courses and Playlists the subject of a Sub-licence granted to the User pursuant to these User Terms);
(i) the User is deemed to terminate the connection with all other User Connections and Enterprise Connections as at the date of termination, pursuant to clause 6.5, and clause 6.5 will apply; and
(j) the Publisher Terms in effect (if any) will immediately terminate.
16.7 During the Term, Learnt may, at its discretion, suspend the User’s access and use of the User Platform, Learnt Marketplace, Learnt System and Learn Platform, and the provision of the User Services, on the grounds listed in clause 16.8, without any liability whatsoever for any loss or damage suffered by the User or any third party.
16.8 The User acknowledges and agrees that grounds for suspension include:
(a) any amounts payable by the User pursuant to these User Terms or a Related Agreement are overdue;
(b) the User is in breach of, or Learnt has reason to suspect that the User is in breach of, these User Terms or a Related Agreement, or any other policy of Learnt;
(c) there is a breach, or Learnt has any reason to suspect a breach, of third party Intellectual Property Rights by the User or in relation to the User Platform;
(d) any dispute, allegation or claim involving or relating to the User or the User Platform; or
(e) any other grounds Learnt reasonably determines.
16.9 If the reason for suspension is pursuant to clause 16.8(a), Learnt will provide the User with 5 Business Days notice prior to any suspension. In all other cases, Learnt will not provide prior notice to the User.

17. LIABILITY

17.1 Learnt and its Related Entities will not be liable to the User for, and the User indemnifies and will keep indemnified, Learnt, its Related Entities, and their officers and employees from all present and future claims (including but not limited to third party claims), actions, demands, proceedings, threats, losses (including consequential losses), costs (including but not limited to legal costs), expenses, penalties and liabilities incurred, suffered or brought against Learnt, its Related Entities or any of their officers or employees arising from:
(a) the User’s material breach of any of the User’s obligations or warranties pursuant to these User Terms;
(b) the User being negligent in the use and/or access of the Learnt System and/or its User Platform, and/or its use and/or access of another User’s User Platform or an Enterprise Platform;
(c) the User’s breach of the Intellectual Property Rights of Learnt or its licensors, or of Enterprises, Users or Publishers on the Learnt Platform and/or in the Learnt Marketplace;
(d) the User Content (including but not limited to any third party claims made against the User in relation to the User Content);
(e) any third party claims for breach of contract or infringement of Intellectual Property Rights;
(f) the access and use of, and reliance on, the User Content by User Connections and Enterprise Connections; and
(g) the access and use of Marketplace Content by the User; or
(h) any dispute, allegation or claim involving or relating to the User or the User Platform (provided such dispute, allegation or claim was not caused knowingly by Learnt’s breach or negligence).
17.2 Notwithstanding any other provision of these User Terms, in no event will Learnt or its Related Entities be liable to the User, a User Connection or Enterprise Connection, for:
(a) any third party claims or any remote, indirect, consequential, special or incidental loss or damage; or
(b) any change, variation, update, replacement, suspension, removal or cancellation pursuant to clause 13;
(c) any actions of Users, Enterprises or Publishers in respect of User Content;
(d) any loss of Personal Information or User Content;
(e) any infringement of the User’s Intellectual Property Rights by anyone other than Learnt; or
(f) any loss, damage, dispute or other claim arising from any reliance on, or use of, any part of the Learnt System (including but not limited to the Learnt Marketplace) by the User.
17.3 The User acknowledges and agrees that the liability of Learnt and its Related Entities, where the law does not permit liability for breach of a term implied by law to be excluded but does permit it to be limited, will be limited to, at Learnt’s option:
(a) in the case of goods, the replacement, repair or resupply of those goods or the cost of replacement, repair or resupply;
(a) in the case of services, the resupply of those services or the cost of resupply;
(b) in the case of where a replacement, repair or resupply of goods or services is not possible or practical, a full or partial refund of fees paid to Learnt in relation to such goods or services during the immediately preceding 3 months.
17.4 The User acknowledges and agrees that:
(a) Learnt makes no guarantees, representations or warranties of any kind, that Marketplace Content, User Content, Enterprise Content or Learnt Profiles are accurate, complete, up to date or legally compliant, or that any or all of them will be able to be accessed and used for the entire Plan Period;
(b) Marketplace Content, User Content and Enterprise Content are not intended to be professional advice and must not be given or relied upon as such, and the User, User Connections and Enterprise Connections should obtain independent advice tailored to their specific circumstances, needs and objectives;
(c) the User relies on, and uses, the Learnt System entirely at the User’s own risk; and
(d) Learnt will not be liable to the User or any User Connection or Enterprise Connection for any loss, damage, dispute or other claim arising from any reliance on, or use of, any part of the Learnt System (including but not limited to User Content, Marketplace Content and Enterprise Content).
17.5 The User acknowledges and agrees that Learnt will not be liable to the User for any loss or damage arising from, the maintenance, repair, replacement, inspection or improvement of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content, any downtime of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content, any release, delay, implementation or impact of an Update, any inability of the User, User Connections or Enterprise Connections to access and/or use the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content or any migration to a new third party provider.
17.6 The User acknowledges that:
(a) the delivery of the Learnt System is dependent on a number of factors outside Learnt’s control, including traffic on and technical difficulties with the internet; and
(b) access to the Learnt System may not be continuous or uninterrupted and there may be associated interruptions and failures of the Learnt System,
and the User agrees that, without limitation, Learnt and its Related Entities will not be held liable for any direct or indirect loss or damage incurred solely or in part from one or more of these factors arising.

18. WARRANTIES

18.1 To the extent permitted by law, Learnt makes no guarantees, representations or warranties of any kind, express or implied with respect to any part of the Learnt System, or the effectiveness or usefulness of, or results to be obtained from, the Learnt System.
18.2 The User warrants that as at the Commencement Date, and on every Plan Anniversary Date:
(a) the User is able to enter into and fulfil the User’s obligations pursuant to these User Terms;
(b) entry into these User Terms and the performance of these User Terms will not put the User in breach of any obligation to any third party as at the date of entering into these User Terms, and throughout the Term;
(c) the User is not under any obligation or restriction that would interfere with or restrict the performance of the User’s obligations pursuant to these User Terms; and
(d) all representations, warranties and undertakings are true and correct to the best of the User’s knowledge.

19. INTELLECTUAL PROPERTY

19.1 The User acknowledges and agrees that Learnt or its licensors own all right, title and interest in all Intellectual Property Rights in:
(a) the User Platform, Learnt Platform, Help Guides and Learnt System, and any, modification, upgrade and variation of the User Platform, Learnt Platform, Help Guides and Learnt System, and in all underlying source and object code;
(b) the Marketplace Content;
(c) the Works and all other materials which come into existence as a result of, or arising from, the performance of the User Services,
except as provided in clause 19.2.
19.2 Learnt acknowledges and agrees that the User or the User’s licensors own all Intellectual Property Rights in the User Content.
19.3 The User must not infringe the Intellectual Property Rights of Learnt or its licensors.
19.4 The parties acknowledge and agree that the User Content may be placed on the User Platform to enable the User to use the Learnt System properly and efficiently for the User Approved Purpose in accordance with these User Terms.
19.5 The User warrants that the User or the User’s licensors hold all right, title and interest in the Intellectual Property Rights in the User Content, and/or is authorised by the person who holds all right, title and interest in the Intellectual Property Rights in the User Content, to use such Intellectual Property Rights in the manner contemplated by the parties pursuant to these User Terms.
19.6 The User warrants that the use of the User Content on the User Platform and/or in the Learnt System as contemplated by these User Terms will not breach any third party agreement or infringe any third party Intellectual Property Rights.
19.7 The User acknowledges and agrees that the User does not have, and nothing in the Learnt System or these User Terms will be construed as granting the User, any licence or right to use any Intellectual Property Rights of Learnt or its Related Entities or their licensors except as expressly stated in these User Terms or with the express written consent of Learnt or its licensors.

20. PRIVACY

20.1 Each party agrees to collect, disclose, use, store and otherwise handle all Personal Information which it has placed on the User Platform, in accordance with the Privacy Act 1988.
20.2 The User acknowledges and agrees that:
(a) the User’s Personal Information may be collected, used and disclosed by Learnt in order to enable Learnt to comply with its obligations pursuant to these User Terms (including but not limited to the disclosure of Personal Information on the User’s Learnt Profile, and disclosure of Personal Information to Publishers to enable Publishers to provide the User with access and/or use of a Course or Playlist);
(b) the User may be provided with Personal Information of other individuals in order to use the User Platform, Learnt System and Learnt Marketplace effectively and as intended. If such Personal Information is received by the User, the User must only use such Personal Information for the purpose for which disclosure was intended. For the avoidance of any doubt, the User must not use any such Personal Information for marketing purposes; and
(c) Learnt’s Privacy Policy will apply in relation to the User’s Personal Information.

21. CONFIDENTIALITY

21.1 The User must not disclose to any person any information (including but not limited to documents, information, strategies, know how, methodology, business practices and data) relating to any part of the Learnt System, these User Terms or the User Services, or relating to the affairs or business of Learnt, which come into the User’s possession in the course of or by reason of these User Terms, or relating to, or evidencing, these User Terms itself, either during the Term or any time thereafter, except in the proper course of the User’s obligations pursuant to these User Terms or as required by law or as agreed by the parties in writing.

22. FORCE MAJEURE

22.1 If Learnt is prevented from or delayed in complying with an obligation by an event beyond its reasonable control (including but not limited to telecommunication, internet or power failure or steady supply of same, war, act of terrorism, national emergency, pandemic, inclement weather, flood, fire, earthquake, cyclone, natural catastrophe, import or export embargo, boycott, power failure, shortage of materials or transportation, change to legislation, regulation, code or by-law, breakdown or destruction of plant and equipment, strike or lockout), performance by Learnt of that obligation is suspended during the time and only to the extent that compliance is prevented or delayed. The User acknowledges and agrees that Learnt and its Related Entities will not be held liable for any loss or damage incurred by the User arising or relating to such failure to comply.

23. NOTICES

23.1 A notice, approval, consent or other communication in connection to these User Terms must be in writing and is deemed to be given by the sender and received by the receiver:
(a) if delivered in person, when delivered to the addressee;
(b) if posted 2 Business Days (or 6 Business Days if addressed outside Australia) after the date of posting to the addressee whether delivered or not;
(c) if sent by facsimile transmission, on the date shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause; or
(d) if sent by email transmission, at the time the sender’s email software records that the email was sent to the addressee in its entirety and in legible form to the email address of the addressee notified for the purposes of this clause,
but if delivery or receipt is on a day which is not a Business Day or is after 5.00 pm (addressee’s time) it is deemed to have been received at 9.00 am on the next Business Day.

24. GENERAL

24.1 These User Terms are governed by and will be construed according to the laws of New South Wales, Australia.
24.2 Nothing in these User Terms constitutes a partnership, joint venture, agency or any similar relationship between the parties.
24.3 The User may not assign these User Terms or any of its rights or obligations pursuant to these User Terms without the prior written consent of Learnt.
24.4 These User Terms and the User Registration Form together comprise the agreement between the parties in relation to the User Licence (except as otherwise specifically agreed by the User and Learnt in writing).
24.5 If there is any inconsistency between a User Registration Form and these User Terms, these User Terms will prevail to the extent of the inconsistency (except as otherwise specifically agreed by the parties in writing).
24.6 These User Terms are deemed to be entered into on the date on which Learnt receives the User Registration Form from the User.
24.7 To the extent permitted by law, these User Terms:
(a) embody the entire understanding of the User and Learnt, and constitutes the entire terms agreed by parties; and
(b) supersede any prior written or verbal or other agreements between parties,
in respect of the grant of the User Licence, Content Licence and User Services contemplated in these User Terms.
24.8 For the avoidance of any doubt, the parties may enter into a Related Agreement. If there is any inconsistency between these User Terms and a Related Agreement, the agreements will prevail to the extent of any inconsistency in the order of precedence below (except where otherwise specifically stated in these User Terms or that Related Agreement);
(a) Publisher Terms;
(b) User Services Agreement;
(c) User Terms; and
(d) other Related Agreement.
24.9 If any part of these User Terms is deemed to be illegal, void or unenforceable, that part of these User Terms will be severed to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions.
24.10 Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.
24.11 Clauses 3.2, 3.5, 3.6. 5.7, 6.4, 6.5, 7.2 to 7.6, 10.2, 10.3, 12.3, 13.10 to 13.14, 14 to 17 and 19 to 22 survive the termination of these User Terms.

25. INTERPRETATION

25.1 In these User Terms, unless the context otherwise requires:
(a) headings are for convenience only and do not affect the interpretation of these User Terms;
(b) the word person includes a natural person and anybody or entity whether incorporated or not;
(c) a reference to a statute or regulation includes all amendments, consolidations or replacements of it, and all regulations or instruments issued under it;
(d) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day;
(e) reference to any document, agreement or deed includes reference to that document, agreement or deed as amended, notated, supplemented, varied or replaced from time to time;
(f) all references to dollars or $ are to Australian dollars unless otherwise stated in these User Terms;
(g) where something is done or received after 5.00pm on any day, it will be deemed to have been done or received on the following day;
(h) a reference to a party to a document includes that party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
(i) neither these User Terms nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting; and
(j) a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in New South Wales, Australia, even if the obligation is to be performed elsewhere.

26. DEFINITIONS

26.1 In these User Terms, unless the context otherwise requires:
Annual Plan means a plan pursuant to which the User agrees to hold the User Licence and if applicable, the Content Licence, for a Year for a fee;
Commencement Date means the date on which these User Terms are entered into as determined in accordance with clause 24.6;
Content Licence means the licence granted by Learnt to the User pursuant to clause 7;
Freemium Plan means a plan known as a “Freemium Plan” pursuant to which the User agrees to hold a User Licence and if applicable, Content Licence, for a Month for no fee;
List of Common Definitions means the Learnt document entitled “List of Common Definitions” that provides definitions commonly used throughout Learnt documentation, agreements and policies (a current version of which is available on the Website as at the date of these User Terms) and subject to change from time to time;
Monthly Plan means a plan known as a “Monthly Plan” pursuant to which the User agrees to hold a User Licence and if applicable, Content Licence, for a Month for a fee;
Plan Anniversary Date means:
(a) for a Freemium Plan or Monthly Plan, the monthly anniversary of the Plan Start Date; and
(b) for an Annual Plan, the annual anniversary of the Plan Start Date;
Plan Period means:
(a) for a Freemium Plan or Monthly Plan, one Month; or
(b) for an Annual Plan, one Year;
commencing on the Plan Start Date, or if the plan is renewed pursuant to clause 11.6, commencing on the Plan Anniversary Date;
Plan Start Date means the date on which the User agrees to these User Terms;
Related Agreement means an agreement entered into by the parties separately and independently of these User Terms, which refers to these User Terms, the User Services, the User Licence and/or the Content Licence;
Term means the term specified in clause 16.1;
User Approved Purpose means the purpose of allowing the User to learn Enterprise Content and/or Marketplace Content, and/or to record such learning on the Learnt Profile of the User;
User Licence means the licences granted by Learnt to the User pursuant to clauses 3, 4, 5, 6 and 7;
User Licence Fee means in respect of a Freemium Plan, Monthly Plan or Annual Plan, the licence fee published on the Website for that plan, or such other licence fee as otherwise agreed by the parties in writing from time to time;
User Registration Form means the form entitled “User Registration Form” available on the Website or in hard copy;
User Services Fee means in respect of particular User Services, the fee set for such User Services from time to time as specified on the Website or as otherwise agreed to by the parties in writing;
Works means “works” and “subject matter other than works” as defined in the Copyright Act 1968 (Cth);
User means the individual specified in the User Registration Form; and
User Terms means these terms and conditions and the User Registration Form.
26.2 Where a capitalised term is not defined in clause 26.1, it has the meaning as specified in the List of Common Definitions. If there is any inconsistency between clause 26.1 and the List of Common Definitions, the provisions in clause 26.1 will prevail to the extent of any inconsistency (except as otherwise specifically stated in these User Terms).