• Services Agreement

Services Agreement

1 TERM

1.1    This Agreement commences on the Commencement Date and continues until the Expiry Date unless terminated earlier in accordance with clause 8.

2 ENGAGEMENT

2.1 The Enterprise engages Learnt, and Learnt accepts the engagement, to provide the Enterprise Services to the Enterprise subject to, and on, the terms and conditions of this Agreement.

3 LEARNT’S OBLIGATIONS

3.1 Learnt will for the Term:
(a) provide the Enterprise Services to the Enterprise during the Term.
(b) use its best endeavours to perform the Enterprise Services in a proper, skilful and efficient manner;
(c) endeavour to comply with any timeframes reasonably agreed by the parties from time to time;
(d) act in good faith at all times;
(e) only use information, Personal Information and Raw Content provided to Learnt pursuant to clause 4.1(b) to provide the Enterprise Services in accordance with this Agreement; and
(f) comply with the Special Conditions.
3.2 Learnt will obtain the Enterprise’s approval as to the form and content of the Works provided as part of the Enterprise Services. A Work (including but not limited to a Customisation and Custom Content) is deemed to be approved where an Authorised Person provides written approval on the Enterprise’s facsimile or letterhead or from that Authorised Person’s personal email address or upon the Enterprise commencing to use the Work, or upon uploading the Work to the Learnt Platform, or upon the Work (being a Customisation) going “live” on the Platform.
3.3 Learnt will respond within a reasonable time to any reasonable requests by the Authorised Person for information and explanations which the Enterprise requires in relation to Learnt’s provision of the Enterprise Services but only to the extent that the provision of such information does not cause Learnt to be in breach of any privacy, confidentiality or intellectual property laws or third party obligations.

4 ENTERPRISE’S OBLIGATIONS

4.1 The Enterprise will for the Term:
(a) provide in a timely and efficient manner all information, Personal Information, documentation, Raw Content and approvals reasonably requested by Learnt to enable Learnt to provide the Enterprise Services in accordance with the Enterprise’s instructions, relevant time frames and this Agreement;
(b) provide all information, Personal Information and Raw Content as and when reasonably requested by Learnt to enable Learnt to provide the Enterprise Services in accordance with this Agreement;
(c) notify Learnt as soon as possible of any changes to the Enterprise’s brief or other matters which may affect the Enterprise Services;
(d) ensure that all information, Personal Information and Raw Content provided to Learnt (whether by the Enterprise or by a third party on the Enterprise’s behalf) is accurate, complete and up to date, and is not in any way false, incorrect, indecent, defamatory or misleading or deceptive and complies with all applicable laws, regulations and codes;
(e) comply with Learnt’s policies relating to the provision of the Enterprise Services and use and access of the Learnt System and Learnt Platform, in place from time to time, as they apply to the Enterprise;
(f) act in good faith at all times; and
(g) comply with the Special Conditions.

5 AMENDMENTS & CANCELLATIONS
5.1 The Enterprise may request changes to, or reject any of the Works or work in progress by notifying Learnt in writing. In the event that the Enterprise requests changes to, or rejects, the Works or work in progress, Learnt may agree to make such changes or provide new Works, as the case may be, at the Enterprise’s expense, such costs to be reasonably agreed by the parties in writing.

6 FEES & EXPENSES
6.1 In consideration for Learnt’s provision of the Enterprise Services, the Enterprise must pay Learnt the Fees in accordance with this clause 6 and the payment terms specified in the Schedule.
6.2 The Enterprise must reimburse Learnt for all reasonable Expenses incurred by Learnt, or for which Learnt is liable for, in relation to the provision of the Enterprise Services. If requested by Learnt, the Enterprise must pay such Expenses or part of the Expenses directly to the relevant third party.
6.3 The Enterprise acknowledges and agrees that the Fees and Expenses may change, as reasonably agreed by the parties in writing:
(a) if the Enterprise’s brief changes;
(b) if Learnt provides services which are outside the initial scope of the Enterprise Services;
(c) if the Enterprise Services are rescheduled;
(d) pursuant to clause 5; or
(e) if the parties agree in writing for any other reason.
6.4 The Enterprise 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 this Agreement.
6.5 Payments of all amounts payable to Learnt pursuant to this Agreement will only be deemed received upon receipt of cleared funds. Payments must be made in full without any abatement, set off or deduction.
6.6 The Enterprise is deemed to accept and agree to the amount invoiced unless the Enterprise notifies Learnt in writing within 7 days of the date of invoice.
6.7 Notwithstanding any other provision of this Agreement, upon providing 5 Business Days written notice to the Enterprise, Learnt may suspend access and use of any part or all of the Learnt System and/or the provision of Enterprise Services if:
(a) any amounts payable by the Enterprise pursuant to this Agreement or a Related Agreement are overdue and fail to be paid within 5 Business Days after Learnt has requested payment of such overdue amount; or
(b) the Enterprise is in material breach of this Agreement or a Related Agreement with Learnt or any of its Related Entities and fails to rectify such breach within 5 Business Days after Learnt has requested rectification of such breach,
without any liability whatsoever for any loss or damage suffered by the Enterprise or any third party.

7 GST

7.1 GST, GST law and other terms used in clause 7 (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.
7.2 If any GST becomes payable by a party to this Agreement (Supplier) in relation to any supply that it makes pursuant to or in connection with this Agreement:
(a) unless otherwise stated in this Agreement, any consideration provided for that supply pursuant to this Agreement is exclusive 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.

8 EXPIRY AND TERMINATION
8.1 This Agreement will expire on the Expiry Date.
8.2 A party may terminate this Agreement immediately with written notice if:
(a) the other party is in material breach of any of its obligations or warranties pursuant to this Agreement 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.
8.3 This Agreement may be terminated automatically pursuant to a Related Agreement (unless otherwise specified in this Agreement or the Related Agreement).
8.4 If this Agreement is entered into together with an Enterprise Licence Agreement (as specified in the Schedule):
(a) if that Enterprise Licence Agreement is terminated, this Agreement will terminate (unless the parties otherwise agree in writing); or
(b) if this Agreement expires or is terminated, the Enterprise Licence Agreement may continue.
8.5 Upon the expiry or earlier termination of this Agreement:
(a) the Enterprise must immediately pay all unpaid Fees and Expenses payable to, and/or incurred by, Learnt up to and including the date of expiry or termination, in respect of such Enterprise Services; and
(b) the Enterprise must reimburse Learnt for all costs and liabilities incurred by Learnt up to and including the date of expiry or termination, in respect of such Enterprise Services where such costs and liabilities relate to non-cancellable or unfulfilled agreements entered into in the performance of the Enterprise Services.
8.6 Except as otherwise required by law, any amounts paid to Learnt are not refundable.
8.7 Notwithstanding any other provision of this Agreement, if this Agreement is terminated, the Enterprise must immediately cease using all Works including Customisations except for any Custom Content that has already been licensed pursuant to clause 12.3.
8.8 For the avoidance of any doubt, if this Agreement expires, the Enterprise may continue to use:
(a) the Customisations and Custom Content as contemplated by this Agreement, subject to and in accordance with, the licences in clause 12.2 and 12.3, and
(b) other Works as contemplated by this Agreement.

9 DISPUTES

9.1 The parties will use their best endeavours to co-operatively resolve any dispute arising from or in relation to this Agreement.

10 LIABILITY

10.1 Each party indemnifies and will keep indemnified, the other party from all claims, actions, demands, proceedings, losses, costs (including but not limited to legal costs) and expenses incurred, suffered or brought against that other party arising from that first party’s material breach of this Agreement.
10.2 The Enterprise indemnifies and will keep indemnified, Learnt from all claims (including but not limited to third party claims), actions, demands, proceedings, losses, costs (including but not limited to legal costs), expenses, penalties and liabilities incurred, suffered or brought against Learnt arising from:
(a) the Enterprise’s breach of the Intellectual Property Rights of Learnt or its licensors; or
(b) any information, Personal Information or Raw Content provided to Learnt (whether by the Enterprise or by a third party on the Enterprise’s behalf) not being accurate, complete or up to date, being false, incorrect, indecent, defamatory or misleading or deceptive, or failing to comply with any applicable laws, regulations or codes.
10.3 Notwithstanding any other provision of this Agreement, in no event will a party be liable to the other party for any remote, indirect, consequential, special or incidental loss or damage.
10.4 The Enterprise acknowledges and agrees that the liability of Learnt, 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) the resupply of services or the cost of resupply; or
(b) in the case of where a resupply of services is not possible or practical, a full or partial refund of fees paid to Learnt in relation to such services during the immediately preceding 3 months.

11 WARRANTIES

11.1 To the extent permitted by law, Learnt only makes the representations and warranties in respect of the Enterprise Services as specifically stated in this Agreement and the final proposal agreed to by the parties prior to entering into this Agreement. Learnt will endeavour to ensure the Works provided as part of the Enterprise Services are free from defects.
11.2 Except as provided in clause 11.1, Learnt makes no other guarantees, representations or warranties of any kind, express or implied with respect to the Enterprise Services, or the effectiveness or usefulness of, or results to be obtained from the Enterprise Services.
11.3 Each of the parties warrant that as at the Commencement Date:
(a) it is able to enter into and fulfil its obligations pursuant to this Agreement;
(b) entry into this Agreement and the performance of this Agreement will not put it in breach of any obligation to any third party as at the date of execution of this Agreement, and throughout the Term;
(c) it is not under any obligation or restriction that would interfere with or restrict the performance of its obligations pursuant to this Agreement; and
(d) all representations, warranties and undertakings are true and correct to the best of its knowledge.

12 INTELLECTUAL PROPERTY

12.1 The Enterprise acknowledges and agrees that Learnt or its licensors owns all right, title and interest in all Intellectual Property Rights in:
(a) the Works (including but not limited to Custom Content and Customisations) and all other materials which come into existence as a result of, or arising from, this Agreement and/or the performance of the Enterprise Services; and
(b) Customisations and any, modification, upgrade and variation of the Customisations, and in all underlying source and object code,
except for the Intellectual Property Rights in Raw Content.
12.2 Upon payment of the Fees and Expenses in respect of the Enterprise Services to develop a Customisation in accordance with this Agreement, Learnt grants the Enterprise a licence to access and use the Customisation as part of the “Enterprise Platform”, subject to and on the terms and conditions of the Enterprise Licence Agreement and this Agreement.
12.3 Upon payment of the Fees and Expenses in respect of the Enterprise Services to create Custom Content in accordance with this Agreement, Learnt grants the Enterprise a licence to:
(a) use such Custom Content as “Enterprise Content” for the Enterprise Licence Agreement, subject to and on the terms and conditions of the Enterprise Licence Agreement and this Agreement;
(b) use such Custom Content as a “Course” for the Publisher Terms, subject to and on the terms and conditions of the Publisher Terms and this Agreement; and
(c) in perpetuity, use such Custom Content for its own purposes, separate to and independent of any Enterprise Licence Agreement.
12.4 The Enterprise acknowledges and agrees that it may only use Customisations licensed pursuant to clause 12.2 in the manner, and for the purpose, as indicated by Learnt in the provision of the Enterprise Services, and in accordance with the Enterprise Licence Agreement (if any), and must not use the Customisations in any other way or for any other purpose.
12.5 The Enterprise may provide Learnt with Raw Content in order to enable Learnt to provide the Enterprise Services in accordance with this Agreement.
12.6 The parties acknowledge and agree that Raw Content may be:
(a) integrated with other content in order to create the “Custom Content”; and
(b) placed on the Learnt Platform, and accessed and used, subject to and in accordance with the Enterprise Licence Agreement.
12.7 Learnt acknowledges and agrees that the Enterprise or its licensors own all Intellectual Property Rights in the Raw Content.
12.8 The Enterprise warrants that the Enterprise or its licensors hold all right, title and interest in the Intellectual Property Rights in the Raw Content, and/or is authorised by the person who holds all right, title and interest in the Intellectual Property Rights in the Raw Content, to use such Intellectual Property Rights in the manner contemplated by the parties pursuant to this Agreement.
12.9 The Enterprise warrants that the use of the Raw Content as contemplated by this Agreement will not breach any third party agreement or infringe any third party Intellectual Property Rights.
12.10 The Enterprise acknowledges and agrees that the Enterprise does not have, and nothing in the Learnt System or this Agreement or a Related Agreement, will be construed as granting the Enterprise, any licence or right to use any Intellectual Property Rights of Learnt or its Related Entities or their licensors except as expressly stated in this Agreement or with the express written consent of Learnt or its licensors.
12.11 The Enterprise must not infringe the Intellectual Property Rights of Learnt or its licensors or any other provisions in clause 12.1 to 12.10.
12.12 Learnt warrants that Learnt or its licensors hold all right, title and interest in the Learnt IP, and/or is authorised by the person who holds all right, title and interest in the Learnt IP, to use such Intellectual Property Rights in the manner contemplated by the parties pursuant to this Agreement.
12.13 Learnt warrants that the use of the Learnt IP as contemplated by this Agreement will not breach any third party agreement or infringe any third party Intellectual Property Rights.
12.14 Learnt acknowledges and agrees that Learnt does not have, and nothing in this Agreement, will be construed as granting Learnt, any licence or right to use any Intellectual Property Rights of the Enterprise or its licensors except as expressly stated in this Agreement or with the express written consent of the Enterprise or its licensors.
12.15 Learnt must not infringe the Intellectual Property Rights of the Enterprise or its licensors or any other provisions in clause 12.12 to 12.14.

13 PRIVACY

13.1 Subject to clause 13.2, if a party provides (Providing Party) the other party (Collecting Party) with Personal Information (collected by the Providing Party), in the course of, as a result of, or arising from, this Agreement:
(a) the Collecting Party acknowledges and agrees that the Providing Party or its licensors owns all right, title and interest in the Personal Information, except to the extent that such Personal Information has been collected on behalf of the Collecting Party in the course of, as a result of, or arising from, this Agreement and/or the performance of the Enterprise Services pursuant to this Agreement; and
(b) the Collecting Party agrees that if the Collecting Party accesses or otherwise uses any such Personal Information, the Collecting Party will handle that Personal Information in accordance with all Australian privacy laws including but not limited to the Privacy Act (Cth) 1988.
13.2 The Enterprise acknowledges and agrees that it may provide Learnt with the Personal Information of individuals who separately and independently become, or already are, registered “Users” of the Learnt System and Learnt Platform. In this case, notwithstanding any other provision of this Agreement, the Personal Information of such individuals may be separately and independently owned by both the Enterprise and Learnt.

14 CONFIDENTIALITY

14.1 A party (Receiving Party) must keep confidential and secure, and must not disclose to any person any Confidential Information of the other party (Disclosing Party) except:
(a) in the proper course of performing the Enterprise Services in accordance with this Agreement;
(b) as required by law or as agreed by the parties in writing;
(c) to that Receiving Party’s Related Entities, advisors, employees, contractors, auditors or insurers on a need-to-know and strictly confidential basis; or
(d) where the information has come into the public domain other than through the Receiving Party’s act or omission.
14.2 The Receiving Party must, at the request of the Disclosing Party, promptly destroy all of the Disclosing Party’s Confidential Information unless that Confidential Information is required to be kept as a matter of law or good corporate governance, by professional standards or for insurance purposes, or where it is automatically stored electronically as part of normal data back up procedures and provided no attempt is made to access it.

15 PUBLICITY

15.1 The Enterprise consents to Learnt and/or its Related Entities:
(a) using any or all Works and referring to the Enterprise, for the purpose of publicising the services offered by Learnt or its Related Entities; and
(b) referring to the Enterprise and/or the Works for the purposes of publicity, credentials, presentations and award entries provided that such reference is not likely to be detrimental to the reputation or standing of the Enterprise.

16 FORCE MAJEURE

16.1 If either party 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 that party of that obligation is suspended during the time and only to the extent that compliance is prevented or delayed. Each party acknowledges and agrees that the other party will not be held liable for any loss or damage incurred by that party arising or relating to such failure to comply.
16.2 Each party must notify the other party as soon as practicable of any anticipated delay due to an event mentioned in clause 16.1.

17 RESTRAINT

17.1 The Enterprise and its Related Entities and businesses, and their officers, employees and contractors must not, at any time during the Term nor during the period of 12 months following the expiry or earlier termination of this Agreement, directly or indirectly, solicit, or assist other persons to solicit the employment or services of any employee or contractor of Learnt or its Related Entities.

18 NOTICES

18.1 A notice, approval, consent or other communication in connection to this Agreement 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.

19 GENERAL

19.1 This Agreement is governed by and will be construed according to the laws of New South Wales, Australia.
19.2 Learnt is an independent contractor. Nothing in this Agreement constitutes a partnership, joint venture, agency or any similar relationship between the parties.
19.3 The Enterprise may not assign this Agreement or any of its rights or obligations pursuant to this Agreement without the prior written consent of Learnt, such consent not to be unreasonably withheld.
19.4 These terms and conditions, the Schedule and the Attachments together comprise the agreement between the parties in relation to the provision of the Enterprise Services.
19.5 To the extent permitted by law, this Agreement:
(a) embodies the entire understanding of the parties, and constitutes the entire terms agreed by the parties; and
(b) supersedes any prior written or verbal or other agreements between the parties,
in respect of the provision of the Enterprise Services contemplated in this Agreement.
19.6 If there is any inconsistency between the Schedule, these terms and conditions and the Attachments, they will prevail to the extent of any inconsistency in the order of precedence below (except where otherwise specifically stated in the Schedule):
(a) Schedule;
(b) terms and conditions; and
(c) Attachment.
19.7 For the avoidance of any doubt, the parties may enter into a Related Agreement. If there is any inconsistency between this Agreement 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 this Agreement or that Related Agreement);
(a) Strategic Partnership Agreement;
(b) Enterprise Services Agreement;
(c) Enterprise Licence Agreement
(d) Publisher Terms; and
(e) other Related Agreement.
19.8 If any part of this Agreement is deemed to be illegal, void or unenforceable, that part of the Agreement will be severed to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions
19.9 Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.
19.10 This Agreement may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument. A scanned copy of the original counterpart will be taken to be an original.
19.11 Clauses 6 to 8 (inclusive), 10 to 17 (inclusive) survive the expiry or earlier termination of this Agreement.

20 INTERPRETATION

20.1 In this Agreement, unless the context otherwise requires:
(a) headings are for convenience only and do not affect the interpretation of this Agreement;
(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 this Agreement;
(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 this Agreement 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.

21 DEFINITIONS

21.1 In this Agreement, unless the context otherwise requires:
Agreement means these terms and conditions, the Schedule and the Attachments;

Attachment means an attachment to this Agreement;

Authorised Person means the person specified in the Schedule and/or such other persons notified by the Enterprise to Learnt in writing during the Term;

Commencement Date means the commencement date specified in the Schedule;

Confidential Information means all information, in any medium or form, which relates to a party and relates to any part of this Agreement, or relates to the affairs or business of that first party, which come into the other party’s possession in the course of or by reason of this Agreement, or relating to, or evidencing, this Agreement itself, either during the Term or any time thereafter, and includes:
(a) the existence and terms of this Agreement;
(b) any information which is designated by the first party as confidential;
(c) any information of the first party which is by its nature confidential or which a reasonable person would know (or ought to know) to be confidential; and
(d) any information relating to the first party’s past, existing or future business, operations, plans, finances, personnel or customers,
but excludes information that was independently developed by the other party or already known by the other party independently of disclosure by the first party and free of any obligation of confidence.

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

Custom Content means content created by Learnt arising from the provision of the Enterprise Services for the purposes of being used as “Enterprise Content” or a “Course” or being uploaded onto a website, such custom content comprising Raw Content and/or newly created content;

Enterprise means the enterprise specified in the Schedule;

Enterprise Licence Agreement means the Enterprise Licence Agreement specified in the Schedule;

Enterprise Services means the Enterprise Services as specified in the Schedule;

Expiry Date means:
(a) if the Enterprise Services do not include Support and Hosting, the date on which the Enterprise Services are complete for the purposes of this Agreement (as reasonably determined by Learnt and notified in writing to the Enterprise); or
(b) if the Enterprise Services do include Support and Hosting, the date on which both parties reasonably agree in writing;

Expenses means the expenses (including disbursements and third party expenses) incurred by Learnt, or for which Learnt is liable, arising from the provision of the Enterprise Services including but not limited to the expenses specified in the Schedule;

Fees means the fees for Learnt’s provision of the Enterprise Services, as specified in the Schedule and as varied pursuant to clause 6.3 from time to time;

Learnt IP means the Intellectual Property Rights owned by Learnt or its licensors as referred to in clause 12.1;

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 this Agreement) and is subject to change from time to time;

Live Date has the same meaning as defined in the Enterprise Licence Agreement;

Raw Content means the written information, layouts, designs and artistic works provided by the Enterprise to Learnt, for the purpose of creating Custom Content pursuant to this Agreement, such information being in a written or electronic document;

Related Agreement means an Enterprise Licence Agreement, Strategic Partnership Agreement, Publisher Terms or other agreement entered into by the parties separately and independently of this Agreement, which refers to this Agreement, the Enterprise Services, the Custom Content, the Customisation and/or the Enterprise Licence Agreement;

Schedule means the schedule to this Agreement;

Special Conditions means the special conditions in the Schedule;

Term means the term specified in clause 1; and

Works means “works” and “subject matter other than works” as defined in the Copyright Act 1968 (Cth) created, commissioned, acquired or controlled by Learnt on behalf of the Enterprise in the provision of the Enterprise Services (including but not limited to Customisations and Custom Content).

21.2 Where a capitalised term is not defined in clause 21.1, it has the meaning as specified in the List of Common Definitions. If there is any inconsistency between clause 21.1 and the List of Common Definitions, the provisions in clause 21.1 will prevail to the extent of any inconsistency.