EULA - VETFair

End User Licence Agreement

This End User Licence Agreement & Terms of Use constitutes a legally binding agreement (“Agreement”) between you as a User and VETFair ABN 44 983 956 859 which governs your use of the Product.

By accessing, downloading and using the Product, you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below.

If you do not accept the terms of this Agreement you are not authorised to use the Product.

Operative Part

1. Meaning of Words

In this agreement:

Business Days means business days in New South Wales, Australia;
Commencement Date means the date specified in Schedule 1 or the date of first payment of the Fee (whichever is earlier);
Product refers to our assessment tools and related materials, information and content provided by us from time to time;
Contextualise refers to the inclusion, modification, or substitution of content, or any text, in the Product to suit your own specific needs;
Fee and Fees means the fees payable by you for the use of the Product;
GST has the meaning it has in the GST Act;
GST Act means the A New Tax System (Goods and Services) Tax Act 1999 (Cth);
GST Exclusive Consideration means any consideration payable under this Agreement that does not include an amount referable to as GST;
Intellectual Property means, whether registered or not, all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;
Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing;
Related body corporate has the meaning given in the Corporations Act 2001 (Cth);
Users means any person authorised in this agreement to use the Product which is restricted to only your internal staff;
You means you, the Business (the Licensee);
Website refers to www.vetfair.com.au and any variation or tailored version of the website created for your use;
VETFair, we, us and our refer The Trustee for Organic Scholars T/A VETFair ABN 44 983 956 859 and any of its related bodies corporate to which this agreement applies (the Licensor); and
the singular includes the plural and vice versa.

2. Licence to Use the Product

On payment of the Fee in accordance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access, download and use the Product in order to:

allow access to the Product limited to your delivery of training and assessments services;
allow you to give access to Users limited to your delivery of training and assessments services;
allow you and Users to give access to students limited to your delivery of training and assessments services.

The licence granted under the above clause:

is granted for a lifetime access on the date of purchase once the full amount of Fee for the Product is received;
does not apply to the previous or new versions of the purchased Product;
does not include any right to sublicense the Product;
is subject to your compliance with the terms of this Agreement;
does not allow you to freely use in any other entity that you may own or involved; and
is subject to your acknowledgment that you need to enter in a separate licensing agreement with us for each entity you wish to use the Product for.

If you do not accept all of the terms of this Agreement you are not authorised to use the Product.

3. Licence Duration and Product Updates

On payment of the Fee in accordance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access, download and use the Product only in its current version at the time of purchase for a lifetime access unless terminated earlier in accordance with the conditions of this Agreement.

We reserve the right at any time and from time to time to modify, amend, or apply updates to the Product. If we release a new version of the Product within the three months of this licence agreement, we will provide you with the new version(s) of the Product at no cost.

Thereafter from the above clause, you agree that:

any new versions of the Product will require you to pay for a new licensing agreement based on the full Fee of the Product as shown on our website;
we are under no obligation to provide you with any further updates, improvements, modifications, revisions, or additions, to the Product;
it is your responsibility to ensure the currency of the Product with the requirements of the relevant Training Package.

4. User Obligations

You are responsible for your use of the Products. This includes:

maintaining adequate security measures to prevent unauthorised or inappropriate use of the Product;
informing all Users and your students, or any other persons who may have access to the Product, about the conditions of this Agreement and the copyright and ownership of VETFair; and
always retaining the Intellectual Property statements and copyright notices in the Product after the cover page, including any contextualised versions, and ensuring the readability and legibility of text.

You acknowledge that you have relied on your own skill, knowledge, experience and judgement to verify that the Product meets your requirements and that you are not relying on any implied warranty of fitness for your needs.

5. Limitation of Liability

To the extent permitted by law, we exclude the application of all terms, conditions, warranties and representations express or implied by statute or otherwise.

To the maximum extent permitted by law we do not warrant that the Product is free from defects or that it will perform in compliance with any specifications, laws or your requirements.

To the fullest extent permitted by law, we exclude all liability for indirect or consequential loss including loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind arising from the provision of this Agreement and the use of the Product by you, Users, and your students.

Neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss, harm or liability, or any costs, charges or expenses you or a third party may incur in connection with or arising from us providing the Product including but not limited to any interruption, inaccuracy, error, or omission, regardless of cause.

We are not liable to you, Users, or your students, for any use of the Product other than stipulated in the current national standards for RTOs.

This limitation exists whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.

Our liability for a breach of a condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:

correcting and resupplying the Product; or
supplying a workaround for defects in the Product.

You agree that VETFair is not liable for any finding of non-compliance by any regulatory body in relation to the Product arising from or incidental to any change or modification of the Product by you or Users.

You agree that you must raise with VETFair any claim you may have regarding Product defects within one year of the date of this Agreement.

6. Indemnity

You agree to indemnify, and hold us harmless from any claims, actions, damages or demands relating to or arising out of your use of the Product including:

the use or misuse of the Product by you, Users, or your students;
any change or modification of the Product by you, Users, or your students;
any contextualisation of the Product by you or Users;
any violation of this Agreement by you, Users, or your students;
any violation of third party rights by you, Users, or your students; and
any unlawful, wilful or negligent act or omission by you, Users, or your students.

7. Product Security

We do not guarantee that information or media transmitted over the internet and/or through the Product is totally secure. Therefore, when you or Users use the Product you do so at your own risk. We take reasonable steps to keep all data and information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our Product is at your own risk. We do not guarantee that our Product is free from viruses, or that access to our Product will be uninterrupted.

8. Information About You & Your Privacy

Our Privacy Policy sets out how we collect and deal with personal information generally, including our use of cookies on your device(s). Our Privacy Policy forms part of this Agreement, and if inconsistent with this Agreement, this Agreement will take precedence.

By downloading and using the Product you acknowledge and agree with our Privacy Policy, and consent for us to collect and disclose your personal information as necessary to provide the Product to you.

9. Third-Party Websites

The Product may contain links to other products and services of third parties. We do not endorse or otherwise approve the owners or operators of the third-party business, third party website, or the information, graphics and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third-party website, application or the goods and services (including software) offered by a third party or any information appearing in any product or service we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third-parties accessing third-party services or any links to third-party applications or websites contained in our Product or website.

Third-party applications and websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third-party application or website.

10. Intellectual Property

You and Users acknowledge all Content and Intellectual Property held, located within and related to our Product is the property of VETFair and its related bodies corporate and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in such Content or Intellectual Property.

Any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information you or Users provide to or jointly develop with VETFair shall belong solely to VETFair.

Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you and Users must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Product without our prior written consent.

Our Product and Intellectual Property includes trademarks owned by us (or our related bodies corporate). You and Users must not use any of these trademarks in any way without our prior written consent.

You and Users must not, without our prior written consent, redistribute or resell the Product or the Intellectual Property in the Product.

You and Users agree that you will not do or cause to be done any act or thing that may impair any of VETFair’s Intellectual Property rights in connection with the Product.

You and Users agree that you must not:

copy, sell, market, license, sublicense, lend, loan, distribute, transmit, rent, lease, upload, post, electronically transfer or otherwise assign or transfer or directly or indirectly permit any third party to use, access, exploit or copy any part of the Product;
copy ideas, features, functions or graphics of the Product for use in another product or service; or
incorporate or use the Product in whole or in part in any other software, service or product, including your internal or external teaching and learning resources.

11. Permitted Use

We allow you and Users, in the performance of educational use, to:

print unlimited copies of the Product only to be distributed to Users and your students; and
contextualise the Product both in printed and electronic format to suit your own operations (subject to the clauses in the following sections of this Agreement: User Obligations, Limitation of Liability, Warranty, and Refund).

You and Users agree not to use the Product:

for any purpose that is unlawful or prohibited by this Agreement;
in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the Product;
to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server through hacking, password mining or any other means;
to attempt to obtain any materials or information through any means not intentionally made available through our Product;
to offer or provide a commercial bureau or application service provider service;
to transmit or otherwise make available any content or media that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
to impersonate any person or entity;
to transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
to transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;
to stalk or otherwise harass another; or
to collect or store personal data about other users.

You and Users agree to not to:

modify or customise the Product except for contextualisation purposes;
reverse engineer or disassemble the Product under no circumstances;
publish the Product over the public Internet or in any other unrestricted way that may give access to non-licensed persons or entities;
copy, sell, market, license, sublicense, lend, loan, distribute, transmit, rent, lease, upload, post, electronically transfer or otherwise assign or transfer or directly or indirectly permit any third party to use, access, exploit or copy any part of the Product;
copy ideas, features, functions or graphics of the Product for use in another product or service; or
incorporate or use the Product in whole or in part in any other software, service or product, including your internal or external teaching and learning resources;
share the Product in an editable format with any other person or entity;
input or store materials into or in the Product containing software viruses, worms, trojan horses or other harmful computer code, files scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Product; or
circumvent, alter or modify disabling mechanisms which may be resident in the Product or mechanisms that control access to use of the Product.

We have the right (but not the obligation) in our sole discretion to:

refuse the transmission of any content via the Product;
refuse access to or use of the Product;
move any content that is available via the Product;
to remove any content that violates this Agreement or is otherwise deemed by us to be objectionable; and
preserve or disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or the personal safety of our staff, other users and the public.

As a condition of your use of our Product, you authorise us to include you or your organisation’s name in our published list of users.

12. Warranty and Guarantee

We warrant that the Product does not infringe the Intellectual Property rights of any external party as set out in the Copyright Act 1968 (Cth).

We warrant that the Product is designed in accordance with the requirements of the relevant Training Package at the time of its release.

In case the Product is found non-compliant during a regulatory audit, we will make the necessary rectifications at no additional cost to you, subject to the following conditions:

the regulatory audit must be conducted by a regulatory body in Australia;
we will rectify the non-compliances in the Product if:
- they are not due to your contextualisation, update, or any other modification after purchase which have not been provided by us;
- these non-compliances are related to the training package requirements at the time of the Product’s release;
- the Product is supplied directly to you by us;
these rectifications will be limited only to the Product that is selected and found non-compliant during the audit;
we will not rectify any non-compliances in the Product, if:
- we have released an updated version of the Product before the date of the audit and you have failed to purchase this new version;
- the non-compliances are due to any errors in your Training and Assessment Strategy in relation to the Product; and
- the non-compliance areas identified by the regulatory body are not related to the content of the Product;
- these non-compliances are due to the supersession of training packages and you have failed to maintain currency;
you will provide us with the exact copy of the Product provided to the regulatory body for the audit purposes;
you will provide us with the exact copy of the official audit report provided by the regulatory body;
you will provide us with the exact copy of your Training and Assessment Strategy submitted to the regulatory body during the audit;
we will rectify the non-compliances in the Product within 21 days of the receipt of the copy of the documents listed above; and
this guarantee is valid for one year (12 months) from the date of the purchase of the Product.

13. Refunds and Exchange

We will provide you a refund or exchange, if:

you have paid for the Product and you have requested to terminate or change the transaction before the receipt of the Product;
you have paid for the Product and it has not been supplied to you by the time indicated by us in any delivery timeframes;
you have paid for the Product and it hasn’t delivered as a full package as described, and we cannot easily fix it in a reasonable time;
the Product is found non-compliant during a regulatory audit (in accordance to the Warranty and Guarantee section), and we fail to rectify the issues within the promised timeframes agreed in written; and
the replacement with an equivalent VETFair product, nor the repair of the Product is not a viable solution.

The above clause is subject to the following conditions:

requests to terminate or change a transaction must be made via phone or email (see our Contact Us page) prior to the receipt of the Product;
if the Product you purchased is a qualification but you failed individual units of competency from this qualification during an audit, you will only be refunded the equivalent of these individual units, in which the total refund of money will be calculated as the total purchase price of the entire qualification divided by the total number of units included in it, and then multiplied by the number of individual units failed the audit;
the calculation of total refund of money will be based on the figures at the time of your purchase which will be cross-checked with the invoice issued for that particular purchase; and
you show us your proof of purchase (e.g. your e-invoice).

We will not provide you any refund or exchange once you have already received the Product but you:

realised it is the wrong purchase;
simply changed your mind in any forms;
found it cheaper somewhere else;
decided you did not like the Product or had no use for it;
were not sure of what you really needed or wanted;
finalised the purchase without contacting us and requesting for our advice about the Product in mind.

You will not be entitled to seek redress, if you:

breach the conditions of this Agreement; and
misused the Product in any way that caused non-compliance or any other associated problem.

14. Termination and Modification of Product

We may in our sole discretion immediately suspend, terminate this Agreement or limit your access to the Product, if:

we deem that you are in breach of this Agreement or our Privacy Policy;
our licence to distribute the Product is terminated for any reason.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the Product.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Product or our related services.

This licence automatically terminates if you are deregistered by any regulatory body (e.g. your RTO by ASQA, or your business by ASIC, etc.) for whatever reason (e.g. commit an act of insolvency, face any form of bankruptcy, liquidation, etc.), as this license is solely applicable to the business which you used to make the purchase of the Product and non-transferable to any other entity regardless of your involvement.

On the event which this license is terminated:

you and Users must immediately stop using the Product;
you must ensure all copies of the Product are destroyed in any form, including partial copies and contextualised versions.

15. Notice

VETFair may give Notice under this Agreement by means of notice on the Product, on our website, or by email.

During the term of this Agreement, you must notify us about any legal proceedings or claims you may be facing, which involve us, including the infringement of copyright. In such an event, you must keep us totally informed about the progress of such legal proceedings or claims in a continuous fashion. VETFair may take the required course of action at any time in its sole discretion for an appropriate resolution. You must seek any settlement in constant and transparent communication with us, providing us with all related documents and information, including any legal advice from third-parties. You must not enter into any form of settlement without our written consent.

16. Goods and Services Tax (GST)

Terms used in this clause have the same meaning as in the GST Act. The Fees include an amount for GST unless otherwise stated.

Where GST is imposed on any supply made under this Agreement by one party (“Supplying Party”) to another party (“Receiving Party”), the Receiving Party must pay or provide the GST Exclusive Consideration for the supply and, in addition to and at the same time as the GST Exclusive Consideration is payable or to be provided, an additional amount calculated by multiplying the value of that GST Exclusive Consideration (without deduction or set-off) by the prevailing GST rate. This clause does not apply to a supply for which a GST inclusive consideration has been agreed.

17. Jurisdiction, Severability, Waiver

The information in our Product and this Agreement have been prepared in accordance with the laws of the New South Wales and the Commonwealth of Australia. The Product may not comply with the laws of any other State or country.

The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of New South Wales, and we both agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect.

Any failure or delay by VETFair in exercising any right, power or privilege available to us will not operate as a waiver of that power or right.

18. Changes to This Agreement

This statement sets out our current End User Licence Agreement for our Products. It replaces any other agreement which we have previously issued.

We may amend this Agreement (including the Fees) at any time. If we do, we will inform you of any update by way of email or a post on our website. By accepting this Agreement, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of the Product will constitute your acceptance of those amendments.

We suggest you periodically review our website for any changes.

All information within the Product is subject to change without notice.

19. Contacting Us

If you have any questions regarding this Agreement please contact us at info@vetfair.com.au or refer to our Contact Us page.