Terms And Conditions | Mount Clear College

SchoolTV - Platform Terms And Conditions

Welcome to SchoolTV, a wellbeing platform designed to provide parents with clear, relevant and fact-based information on raising safe, happy and resilient young people. The following terms apply to your school’s use and provision of access to the platform and our services to parents.

Acceptance
1. This Agreement is between SchoolTV ANZ Pty Ltd trading as SchoolTV ABN 28 641 949 224, its successors and assignees, (referred to as we, us or our), and you, the organisation or entity subscribing to our Services (referred to as you or your), and collectively the Parties.
2. You have requested our Services. You agree and accept that this Agreement forms the agreement under which we will supply the Services to you.
3. You accept this Agreement by:
  1. clicking the “I accept” button or similar on the Site;
  2. confirming by email that you accept this Agreement; or
  3. making part or full payment for the Services.
4. By creating an account and/or accessing and/or using the Services, you:
  1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use available on the Site, and you accept them;
  2. warrant to us that you have the legal capacity to enter into a legally binding agreement;
  3. warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services; and
  4. agree to use the Services in accordance with this Agreement.
Term and Subscriptions
1. This Agreement commences on the date you accept the Agreement in accordance with clause 1(c) (Commencement Date) and will continue until the earlier of (i) the date 12 months after the Commencement Date unless extended in accordance with clause 2(b) and (ii) termination of this Agreement in accordance with its terms (the Term).
2. At the end of the then current Term, the Term will be automatically extended for further successive periods of 12 months, unless either Party provides 30 days’ notice in writing to the other Party that it does not wish to extend the Term.
3. For the avoidance of doubt, Fees for access to the Services are paid once annually for each 12 month subscription. Subject to the terms of this Agreement and your Statutory Rights, there will be no refunds for early cancellation or non-use of our Services.
Accounts
1. In order to subscribe and access the Services, you must create an account (Account). You must ensure that any information you provide to us as part of the Account creation process is complete and accurate.
2. You will be provided with certain Account access details (such as a username(s) and password(s)) when you create an Account. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including any purchases made using your Account details.
3. You agree that we are not responsible for the management or administration of your Account.
Support Services
1. During the Term, we will provide you with technical support services for faults with using or accessing the platform, via email or telephone, up to a maximum of 4 hours of support services in a month.
Intellectual Property
1. A Party’s ownership of, or any right, title or interest in, any Intellectual Property rights in an item which exists on or prior to the date on which this Agreement is accepted in accordance with clause 1(c) (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
2. As between the Parties, we and our licensors will own all Intellectual Property rights in and to the Services and any other Intellectual Property rights made available to you, or made available to you on our behalf (together Our IP). Modifications and enhancements to any of our Pre-Existing Material are also to be treated as Our IP.
3. As between the Parties, you own all Intellectual Property rights in and to any existing materials made available to us by you or on your behalf (together Your IP). Modifications and enhancements to your materials are also to be treated as Your IP. For the purposes of us providing you with access to the Services, and to permit us to place your logos or other marks on your access portal, you grant us a non-exclusive, revocable and royalty free licence to use Your IP for these purposes, solely for the Term of this Agreement.
4. In consideration for payment of the Fee, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Services for the purpose of providing end users with access to information and content available through the Services, and to the Services themselves, for the Term (Licence).
5. The Licence granted under this clause expires immediately on termination of this Agreement.
6. Notwithstanding anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available in an aggregated and anonymised format, provided that it:
  1. does not contain identifying information;
  2. is not compiled using a sample size small enough to make the underlying data identifiable.
7. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
8. You must not, without our prior written consent:
  1. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party (except as permitted by this Agreement);
  2. breach any Intellectual Property rights connected with the Services, including altering or modifying any of our Intellectual Property;
  3. cause any of our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of our Intellectual Property; or
  4. alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.
9. This clause will survive termination or expiry of this Agreement.
Restrictions
1. You must not (and must ensure end users do not) access or use the Services except as permitted by the Licence and you must not and must not permit any other person to:
  1. use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property rights;
  2. use the Services in any way that damages, interferes with or interrupts access to the Services;
  3. reveal your Account’s password to others or allow others to use your Account;
  4. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services; or
  5. use the Services to circumvent user authentication or security of any of your networks, accounts or hosts.
Third Parties
1. You acknowledge and agree that:
  1. the provision of the Services may be contingent on, or impacted by, third parties, end users, suppliers, other subcontractors (Third Party Inputs); and
  2. despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.
2. This clause will survive the termination or expiry of this Agreement.
Warranties
1. You warrant and agree that:
  1. there are no legal restrictions preventing you from agreeing to this Agreement;
  2. you are not subject to an Insolvency Event;
  3. you will inform us if you have reasonable concerns relating to our provision of Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
  4. you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
  5. you will maintain the confidentiality and security of any of your Account details or passwords;
  6. if applicable, you hold a valid ABN which has been advised to us; and
  7. if applicable, you are registered for GST purposes.
Payment
1. You must pay us the Fee for your Package and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out on the Site.
2. You must pay yearly in advance the Fee for your Package. The first Fee will be payable on the date you subscribe to a Package and subsequent Fees must be paid on the anniversary of such first payment date.
3. You must notify us if you wish to upgrade your Package during the Term and we will notify you of the fees due and payable for the upgrade. You must make payment of any additional fees for an upgrade prior to being given access to any additional functionality made available as part of the upgrade.
4. Any payments of Fees are non-refundable, except where you terminate in accordance with clause 13(m). No refunds or credits will be provided for a downgrade to a Package with more limited functionality, or any unused Package (or party thereof) or unused Accounts. Downgrading your Package may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
5. All Fees exclude GST. You are responsible for all taxes, levies or duties imposed by the relevant taxing authorities, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
6. If you fail to pay any amount when due under this Agreement, we may:
  1. charge you interest on such amount calculated at the official cash rate set by the Reserve Bank of Australia plus 5% from the date that amount became due for payment until the date that amount is paid in full; and
  2. immediately cease or suspend the provision of the Services, and recover as a debt due and immediately payable from you, our additional costs of doing so.
7. The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next payment date. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account prior to the next payment date in accordance with clause 12(a).
8. The Fees may be increased on an annual basis in our sole discretion, and you acknowledge and agree that any renewal of your subscription will be deemed to be acceptance of the increased Fees.
Confidential Information
1. Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
  1. where permitted by this Agreement;
  2. with the prior written consent of the Discloser;
  3. where the Confidential Information is received from a third party, except where there has been a breach of confidence
  4. on a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or
  5. where the Recipient is compelled to do so by Law, provided that it gives the other party written notice prior to disclosure.
2. The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
3. This clause will survive termination or expiry of this Agreement.
Liability
1. Despite anything to the contrary, to the maximum extent permitted by law:
  1. our maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose; and
  2. we will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
2. Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
  1. loss of, or damage to, any property or any injury to or loss to any person;
  2. failure or delay in providing the Services; or
  3. breach of this Agreement or any Laws, where caused or contributed to by any:
  4. event or circumstance beyond our reasonable control; or
  5. act or omission of you, your related parties, Personnel or any third party (including end users), and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.
3. To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 5 (Intellectual Property).
4. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
5. You acknowledge and agree that:
  1. you are responsible for all users using the Services, including your Personnel and any end users;
  2. we may use third party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
  3. the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
  4. we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with hardware or software with which it might be used; and
  5. we may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
6. This clause will survive termination or expiry of this Agreement.
Termination
1. The Parties may terminate this Agreement by mutual signed agreement.
2. Subject to clause 12(c), you may notify us if you think, in your reasonable opinion, that we have modified a term of this Agreement in a manner which will, or is likely to be materially detrimental to you. If the changes to this Agreement are materially detrimental to you, you may, within 30 days of the change being effected, terminate this Agreement with immediate effect by notifying us accordingly.
3. To the extent permitted by law, either Party may terminate this Agreement if the other Party:
  1. has breached a material term of this Agreement and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;
  2. ceases operation without a successor; or
  3. is subject to an Insolvency Event.
4. We may, at any time and at our sole discretion, suspend or terminate your Account for any reason. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of this Agreement, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of this Agreement. If we suspend your Account and you are not in breach of this Agreement, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Package to which the period of suspension relates. If we terminate your Account and you are not in breach of this Agreement, we will refund you the Fees you have paid for any unused portion of your Package. If we terminate your Account and you are in breach of this Agreement, no refunds will be given.
5. On termination of this Agreement:
  1. you must cease using the Services and the Services will no longer be available to you or end users;
  2. subject to any Statutory Rights you might have, where you terminate this Agreement under clauses 12(b) or 12(c), we will give you a pro-rata refund of any pre-paid Fees in relation to the period following termination. If this Agreement expires or is terminated for any other reason, we will not give you a refund or credit for any pre-paid Fees unless required to do so by law;
  3. you must pay for all Services provided under the Agreement including Services which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
  4. you agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;
  5. we agree to promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information. For the avoidance of doubt, we will remove your marks and logos from your access portal.
6. The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
7. This clause will survive termination or expiry of this Agreement.
General
1. Our Services will be provided to you on a non-exclusive basis.
2. We reserve the right at any time and from time to time to change or remove features of the Services provided that, where there is any material alteration to the Services in accordance with this clause, we will provide you with 20 Business Days’ notice.
3. GST:
  1. Taxable supply: If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
  2. Adjustment events: If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
  3. Payments: If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
  4. GST terminology: The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) act.
4. Subcontracting: We may engage subcontractors to perform the Services on our behalf.
5. Publicity: With your prior written consent, we may use advertising, or publicly announce, that we have undertaken work for you, including in website testimonials and in our marketing material.
6. Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five Business Days' notice in writing.
7. Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
8. Notices: Any notice required or permitted to be given to us must be in writing and addressed to us at the details set out below or to you at the details you provided for your Account.
9. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
10. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this Agreement gives a Party authority to bind the other Party in any way.
11. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
12. Assignment: We may assign our rights and/or obligations under this Agreement by providing you with written notice.
13. Amendment: We may, at our discretion, vary this Agreement and will use reasonable endeavours to notify you of these changes by, for example, publishing varied terms on the Site or by sending an email to the billing or technical contact you designate in your Account. If you object to any revisions, you may cancel or choose not to renew your subscription in accordance with clause 12. Your continued use of the Services following any changes indicates your acceptance of the changes.
14. Governing law: The Agreement is governed by the laws of Victoria. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waive any rights to object to any proceedings being brought in those courts.
15. This clause will survive termination or expiry of this Agreement.
Definitions and interpretation
1. Definitions
  In this Agreement, the following words mean:
  ACL has the meaning given in clause 11(c);
  Account has the meaning given in clause 3(a);
  Agreement means this Agreement;
  Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Victoria.
  Business Hours means 9am to 5pm on a Business Day;
  Claim includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), in equity or statute or otherwise, for indirect, special or Consequential Loss;
  Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential" but does not include any information which is in the public domain other than through a breach of confidence;
  Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);
  Corporations Act means the Corporations Act 2001 (Cth);
  Fees means the subscription fees for your Package, as set out on the Site;
  Force Majeure Event means an event which is beyond a Party's reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a Party, but in each case, only if and to the extent that the non-performing Party is without fault in causing the event, and the event, or its effect could not have been prevented by reasonable precautions;
  Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
  1. it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
  2. an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
  3. an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
  4. a controller is appointed in respect of any of its property;
  5. it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
  6. a distress, attachment or execution is levied or becomes enforceable against it or any of its property;
  7. it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
  8. a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
  9. a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
  10. anything analogous to, or of a similar effect to anything described above, under the law of any relevant jurisdiction, which occurs in respect of the relevant Party.
  Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names;
  Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act and the Spam Act 2003 (Cth);
  Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);
  Licence has the meaning given in clause 5(d);
  Package means your standard, premium or multi-campus subscription package;
  Personnel means, in relation to a Party, the officers, employees, contractors and agents of that Party;
  Privacy Act means the Privacy Act 1988 (Cth);
  Services means our content platform, available on the Site;
  Site means our website, available at: https://schooltv.me/;
  Statutory Rights has the meaning given in clause 11(c);
  Third Party Inputs has the meaning given in clause 7(a)(1); and
  Term has the meaning given in clause 2(a).
2. Interpretation
  In this Agreement, unless the context otherwise requires:
  1. the singular includes the plural and vice versa;
  2. headings are for convenience only and do not affect interpretation;
  3. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
  4. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
  5. the word "month" means calendar month and the word "year" means 12 months;
  6. the words "in writing" include any communication sent by letter or email or any other form of communication capable of being read by the recipient;
  7. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
  8. includes and similar words mean includes without limitation;
  9. a reference to $ or dollars refers to the currency of Australia from time to time;
  10. a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body; and
  11. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

For any questions, please contact us at:
SchoolTV ANZ Pty Ltd trading as SchoolTV ABN 28 641 949 224
Suite 104, 12-14 Cato Street, Hawthorn East, VIC 3123
Email: enquiries@schooltv.me
Last update: 3 July 2020

SchoolTV - Platform Terms And Conditions

Acceptance

Term and Subscriptions

Accounts

Support Services

Intellectual Property

Restrictions

Third Parties

Warranties

Payment

Confidential Information

Liability

Termination

General

Definitions and interpretation