Terms and Conditions.

eLearning Course Licence Agreement 

Permission to use the Online Course is conditional upon You agreeing to the Terms set out below.  The Online Course is only offered to You on the condition that You read and accept all the terms of this Agreement.

Acceptance will bind You to all the terms of the licence.  By clicking “I Accept” at the end of these Terms You will be deemed to have accepted the following Terms and a legal agreement between You and Finca will be in force, which governs the provision and use of the Online Course.

If You do not wish to accept the Terms You must not click “I Accept” and You may not use the Online Course.

Terms

1. Definitions

In these Terms:

Agreement means this eLearning Course Licence Agreement.

Business Day means a day which is not a Saturday, Sunday or public holiday in Hobart, Tasmania.

Documentation means the electronic documentation, information and content for and provided with the Online Course, including but not limited to any articles, opinions, training and learning materials, interactive learning modules and commentary on the Online Course (and for the avoidance of doubt includes downloadable paper-based products, films, templates, codes, scripts and photographs). 

GST has the meaning given in the GST Act and GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition acts of the Commonwealth. 

Intellectual Property Rights means all intellectual property rights subsisting anywhere in the world, including patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names, and any right to have confidential information kept confidential, and any application or right to apply for registration of any of those rights, whether or not such rights are registered or capable of being registered. 

Licence means the licence granted under this Agreement to use the Online Course on the Terms.

Licence Fee means the fee paid at time of purchase of the Online Course or any module of the Online Course.

Licensed Materials means the Online Course and the Documentation.

Online Course means the eLearning garden design workshop known as “A Garden Alchemy” and operated by Finca Tasmania on the Website and includes any Documentation.

Online Course End Date means the date that is 12 months from the date on which the Licence commences in accordance with clause 6.1. 

Payment Plan means a payment plan for the Online Course whereby You pay for the Online Course over a period of time as agreed to between Finca Tasmania and You rather than a lump sum payment. 

We/Our/Us/Finca Tasmania means Finca Tasmania Pty Ltd ACN 649 436 626 C/- PO Box 115, Cygnet in Tasmania. 

Website means the website located at www.agardenalchemy.com or any subsequent URL that may replace it. 

You/Your means the person granted a non-exclusive licence to use the Online Course subject to the Terms.

2. Amendment to Terms

We reserve the right to amend the Terms from time to time.  Amendments will be effective immediately upon notification to You when accessing the Online Course.  Your continued use of the Online Course following such notification will represent an agreement by You to be bound by and to comply with the Terms as amended.

3. Use of the Online Course

    1. Use of the Online Course is personal to the recipient of the Licence.

    2. If We grant You a non-exclusive licence to use the Online Course in accordance with clause 3.4, You will be issued a username and log on password for the Online Course for the permitted level of use for which you have agreed to Licence. You must not share your unique log in details with any other person or allow any other person access the Online Course using your unique log in details, it being acknowledged and agreed that use of the Online Course is for Your personal use only. 

    3. You are liable for and We are entitled to rely on, any actions done using the user name and log on password issued to You.  For certainty, We are not liable to You for any loss or damage resulting from their unauthorised use.

    4. We grant to You a non-exclusive right to use the Online Course in accordance with the Terms whilst you strictly comply with the Terms.

    5. You must not for the duration of this Agreement and including after expiry or termination of this Agreement:

      1. interfere with or disrupt the Online Course, including by transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;

      2. make or distribute copies of the Online Course, or electronically transfer the Online Course from one device to another or over a network;

      3. alter, digitise, merge, modify, adapt or translate the Online Course;

      4. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Online Course or otherwise reduce the Online Course to a human-perceivable form;

      5. sell, transfer, rent, lease, license or sub-license or otherwise share the Online Course;

      6. attempt to undermine the security or integrity of Our computing systems or networks or, where the Online Course is hosted by a third party, that third party's computing systems and networks;

      7. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Online Course is hosted; 

      8. provide or make available the Online Course to any other person (including but not limited to the sharing of passwords) other than as contemplated by this Agreement;

      9. create accounts with Us through unauthorised means, including by using an automated device, script, bot or other similar means;

      10. use the Online Course to develop any product having the same primary function as the Online Course. 

    6. We recommend You take proactive means to protect Your computer system from potential hazards by installing firewalls, anti-virus software and other security applications.

4. Warranties 

    1. We provide no warranty that any result or objective can or will be achieved or attained at all as a result of Your use of the Online Course or that the Platform will be free from errors, defects, viruses, bugs or continuously available.

    2. We will take all commercially reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the Online Course from unauthorised access or use by a third party or misuse, damage or destruction by any person. However, given the nature of the internet, We do not guarantee and cannot ensure the security of the Online Course and we expressly exclude liability for any such loss, however caused except to the extent caused by Our negligent acts or omissions. 

    3. We hereby exclude all other express and implied conditions and warranties in relation to the Online Course and this Agreement, except those conditions or warranties that cannot be excluded by law.

    4. Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Commonwealth legislation applicable to the supply of goods and/or services which cannot be excluded, restricted, or modified.

5. Intellectual Property Rights 

    1. You acknowledge and agree that Finca Tasmania is the owner (or licensee) of all Intellectual Property Rights in the Licensed Materials and that You have no right in or to the Licensed Materials, other than the rights granted under the Licence. 

    2. You must notify Finca Tasmania immediately if You become aware of any actual or threatened infringement of any of the Intellectual Property Rights in the Licensed Materials or any allegation or claim (written or otherwise) that the use of the Licensed Materials by Finca Tasmania or You infringes any third party rights.

    3. Finca Tasmania has the right, at its sole discretion, to take any action in relation to any unauthorised use of any of the Licensed Materials. In any such action, You will provide all reasonable assistance to Us (at Your cost). 

    4. Each party (Indemnifying Party) indemnifies the other party (Indemnified Party) for all losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by the Indemnified Party which is caused or contributed to by the infringement of any Intellectual Property Rights by the Indemnifying Party. The Indemnifying Party’s liability under this clause is reduced proportionately to the extent that it was caused by the Indemnified Party’s wrongful (including negligent) acts or omissions.  

6. Term of Licence

    1. The Licence granted under these Terms commence on the earlier of:

      1. when You first click "Yes" to accept the Terms; or

      2. when You first use the Online Course.

    2. We will provide the Licensed Materials to you within one Business Day of payment of the Licence Fee, unless you are on a Payment Plan in which case We will provide the Licensed Material to You within one Business Day following establishment of the Payment Plan.  

    3. Subject to earlier termination, this Agreement will continue until the Online Course End Date. 

    4. A party may terminate this Agreement with immediate effect by giving written notice to the other party if that other party:

      1. breaches any provision of this Agreement and fails to remedy the breach within 15 Business Days after receiving notice requiring it to do so;

      2. breaches a material provision of this Agreement where that breach is not capable of remedy; or

      3. is unable to pay its debts as they become due. 

    5. On termination or expiry of this Agreement, the Licence ends, and You must immediately:

      1. pay to Finca Tasmania all amounts due;

      2. stop using any of the Licensed Materials, including any adapted, modified or altered versions of the Licensed Materials; and

      3. deliver to Finca Tasmania all property of Finca Tasmania in the possession, power or control of You, including any Licensed Materials. 

    6. Notwithstanding anything else in this Agreement, if You provide or make available the Online Course to any other person without Our consent, We may suspend Your access to the Online Course for such period as We deem reasonable and/or terminate this Agreement with immediate effect, by giving written notice to You. If Your access is suspended and/or We terminate this Agreement pursuant to this clause, the provisions of clause 6.5 apply to You and We are not required to refund any of the Licence Fee which you have paid to Us. 

    7. Termination pursuant to this clause 6 will not affect any rights or remedies which We may have otherwise under the Agreement or at law.

7. Licence Fee

    1. In consideration of the grant of the Licence, You will pay to Us the Licence Fee at time of purchase of the Online Course, unless We agree to a Payment Plan being entered into. 

    2. If a Payment Plan is entered into, You will pay Us the Licence Fee in accordance with the Payment Plan. 

    3. Except where this Agreement expressly states otherwise, all amounts payable under this agreement (including the Licence Fee) do not include GST. If GST applies to any supply of goods or services or payment under this agreement, then the amount payable will be adjusted by adding the applicable amount of GST. Payment of the additional GST is, however, subject to provision of a valid tax invoice by the party receiving the payment.

8. Dispute Resolution

    1. Except for any dispute where a party seeks urgent injunctive or interlocutory relief, if any dispute arises between the parties in connection with this agreement, each party’s nominee must, upon 15 Business Days’ notice from either party, meet to review the dispute and, if possible, resolve it by good faith negotiation.

    2. If the parties are unable to resolve the dispute within 20 Business Days after the notice referred to in clause 8.1 is delivered, either party may refer the matter to mediation in accordance with and subject to The Resolution Institute Mediation Rules unless the parties otherwise appoint a mediator by mutual agreement. 

9. Notices

  1. A notice, demand, consent, approval or communication under this agreement (Notice) must be:

    1. in writing, in English and signed by a person duly authorised by the sender; and

    2. hand delivered or sent by post or electronic mail to the recipient's address, as varied by any Notice given by the recipient to the sender.

  1. A notice given in accordance with clause 9.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

    1. if hand delivered, on delivery;

    2. if sent by post, on the third Business Day after the date of posting;

    3. if sent by electronic mail, at the time and date that the sender’s computer system states that the Notice was sent unless the sender receives a notification that the electronic mail has not been successfully delivered or the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

10. Privacy

We may collect personal information about You in the course of providing You with Our Online Course, to contact and communicate with You, to respond to Your enquiries and for record keeping and administrative purposes. 

  1. The personal information We collect may include the following:

    1. name;

    2. mailing or street address;

    3. email address;

    4. telephone number and other contact details;

    5. age;

    6. date of birth;

    7. credit card or other payment information;

    8. any other information provided by You to Us in the course of Us providing the Online Course to you, or otherwise required by Us or provided by You.

  2. We take reasonable steps to ensure Your personal information is secure and protected from misuse or unauthorised access. Our information technology systems are password protected, and We use a range of administrative and technical measures to protect these systems. However, We cannot guarantee the security of Your personal information. 

11. Miscellaneous

This Agreement is governed by the laws of Tasmania, and the parties submit to the non-exclusive jurisdiction of the courts of Tasmania.