A. Please read these Terms and Conditions carefully, as they are legally binding upon you. These Terms and Conditions will apply from the beginning of our relationship with you which occurs when you use any of our Products or Services or when you initiate a trial, test or other preliminary use, or you otherwise indicate acceptance on or through the UCT website or LMS or UCT Shop, or when you place an order with us.
B. In these Terms and Conditions:
(i) you and/or the organisation you represent are/is referred to as the “Account Holder”
(ii) Universal Care Training is referred to as “Universal Care Training” and “UCT”
(iii) eLearning Management System is referred to as “LMS” and
(iv) a person enrolled in a course is referred to as a “Learner”.
1. Intellectual property
(i) The Account Holder acknowledges that all Intellectual Property Rights is UCT’s property, all UCT courses and any adaptations of those courses, shall remain vested solely with UCT.
(ii) The Account Holder warrants that it will not infringe the Intellectual Property Rights of any party and that it will not reproduce, distribute, make any adaptations of, store in a database or retrieval system or on any network or other electronic storage facility, or transmit, or broadcast for distance learning any content without the prior written consent of UCT.
(iii) The Account Holder must not on-sell the access to courses granted to it by UCT nor otherwise grant access to any individual or organisation not directly enrolled in such course unless approved and mutually agreed by UCT and the Account Holder prior.
(iv) The Account Holder will perpetually indemnify UCT against all costs, expenses and liabilities arising out of a breach of UCT’s copyright by, or facilitated by, the Account Holder.
2. UCT LMS Unlimited Use Subscriptions
(i) The Account Holder may purchase a UCT LMS Unlimited Use Subscription which entitles the Account Holder to enrol up to the maximum number of unique learners specified in the applicable subscription ordered by the Account Holder into any eLearning courses in the UCT LMS using the Account Holder’s LMS Manager Account for which the Account Holder will require a unique email address for each Learner.
(ii) UCT LMS Unlimited Use Subscriptions can be purchased by the Account Holder from within their LMS Manager Account or by contacting UCT directly.
(iii) UCT LMS Unlimited Use Subscriptions are for a period of 1 year unless agreed to be otherwise by both UCT and the Account Holder.
(iv) Account Holders have the option to set their Account to Auto-Renew. If your Account is set to Auto-Renew UCT will renew the Subscription for another 1 year on the anniversary date the renewal falls due. The Account Holder will be sent an invoice once renewed.
(v) The Account Holder can set learners to “Active” or “Inactive” via their LMS Manager Account. Only learners set as “Active” will count towards the maximum number of unique learners in the subscription.
(vi) Learners set as “Inactive” cannot be enrolled into additional courses and cannot access their Learner Account. However, the Account Holder will continue to have access to Inactive learners’ data. Inactive learners can be reset to Active at any time within the constraints of the Account Holder’s subscription regarding the maximum number of unique learners permitted.
(vii) The Account Holder may upgrade their UCT LMS Unlimited Use Subscription at any time to enable the enrolment of an additional number of unique learners into courses in the UCT LMS. Pricing for such upgrades shall be calculated by UCT on a pro-rata basis. If a subscription is downgraded no refund shall be payable. If your current subscription is due to expire by more than 30 days, the amount you pay will only be a portion (%) of the upgrade price for the current time still remaining LESS a pro-rata discount for the subscription you have already paid for. Otherwise, if your
current subscription is 30 days or less, we will charge the annual fee for your chosen Upgrade and reset your expiration date by 1 year. Pro-rata amount to pay is rounded up or down to nearest dollar. To downgrade, please contact us before the expiry date of your current subscription. We will then renew your new downgraded subscription chosen when the current subscription period expires.
(viii) When a UCT LMS Unlimited Subscription has expired Learners will be unable to access their accounts unless the subscription is renewed. The Account Holder will be able to sign-in to the UCT LMS with restricted access and have the option to renew the subscription to gain full access for the Account Holder and the Learner.
(ix) UCT reserves the right to close or restrict access to Account Holder and Learners Accounts if any of our Terms and Conditions are breached or any amount payable to UCT has not been paid to us within a reasonable period of time or defaulting on any payment amount due.
3. UCT LMS Course Credits
(i) Instead of having a UCT LMS Unlimited Use Subscription the Account Holder may purchase course credits enabling them to enrol one or more Learners into eLearning courses in the UCT LMS using the Account Holder’s LMS Manager Account for which the Account Holder will require a unique email address for each Learner.
(ii) Course Credits can be purchased by the Account Holder from within their LMS Manager Account or by contacting UCT directly.
(iii) Each individual UCT LMS Course Credit entitles the Account Holder to enrol a learner into 1 eLearning course from the courses available and accessible via the UCT LMS and for the Learner to complete that course, within the time frame noted in Clause 4(iv).
(iv) Until a Learner commences a course, the Account Holder may “undo” that enrolment and have the Course Credit allocated to that enrolment returned to their available Course Credits.
(v) Once a learner has commenced a course in which they are enrolled, the Course Credit allocated for that enrolment shall be extinguished and will no longer be able to be re-allocated.
4. UCT’s warranties
(i) UCT warrants that the training courses will substantially conform to the description.
(ii) UCT will replace or remedy defective products at no charge. If UCT is unable to remedy or replace any defective product the Account Holder may “undo” applicable enrolments or UCT will refund the amount the Account Holder has paid for the content on a pro-rata basis. These are the sole remedies for breach of warranty.
(iii) UCT Client Support staff will endeavour to respond to all support requests within 24 hours except on weekends and Public Holidays when they will endeavour to respond next business day.
(iv) UCT warrants that UCT LMS Course Credits purchased after 10/9/22 are valid for use in enrolling Learners into courses, and for those courses to be completed, within one (1) year from the date of purchase and UCT reserves the right to cancel Course Credits which remain unallocated one (1) year after the date of purchase, and to cancel incomplete course enrolments which have Course Credits allocated to them which were purchased more than one (1) year prior. UCT may, however, at its discretion, extend the validity of Course Credits so that they may be used for courses commenced and completed for periods longer than 1 year after purchase.
(v) UCT’s liability for a breach of a condition or warranty implied by The Australian Consumer Law is limited to, in the case of goods, any one or more of the following: the replacement of the goods or the supply of equivalent goods; the payment of the cost of replacing the goods; whichever is the lowest amount.
5. Account Holder’s Warranties
(i) The Account Holder warrants that they shall not hold UCT liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply or non-supply of the goods/services or arising out of UCT’s negligence or in any way whatsoever.
(iii) The Account Holder and/or persons operating an LMS Manager Account warrant that they are authorised to purchase and use UCT Products or Services and that they are 18 years of age or older or, if not 18 years of age or older, that they will only purchase and use the Products or Services with the involvement, supervision and approval of a parent or legal guardian or their employer.
(iv) The Account Holder warrants that, unless otherwise agreed in writing by UCT, they will only enrol learners or otherwise provide access to UCT courses to persons who are employees or volunteers working within the Account Holder’s organisation.
(v) The Account Holder warrants that their level of usage of UCT resources via any access granted to it by UCT including via the UCT LMS, No LMS, Your LMS or DIY Trainer’s Portal shall not exceed the level of usage expected by UCT for the normal use (reasonable use) of such resources by the Account Holder’s organisation.
(vi) The Account Holder warrants that they will keep any account passwords secure and confidential and acknowledges that the consequences of any unauthorised use of their account, shall be borne by the Account Holder.
6. Delivery instalments
UCT may, at its option/discretion, deliver the goods and/or services to the buyer in any number of instalments unless there is a written agreement in place that the buyer will not take delivery by instalments.
7. Payments and Pricing
(i) Payments shall be due immediately upon purchase unless an agreement is in place to pay by one or more instalments.
(ii) Prior to an order being placed for any UCT Products or Services, Account Holders may request to pay by instalments which, if approved, may (if specified by UCT prior) incur a surcharge equal to 5% of the total purchase price. Such requests can be made by phoning UCT on 1300 697 545 or emailing email@example.com
(iii) Prior to UCT providing the Account Holder with access to UCT resources via any delivery option payment must either be received by UCT in full or an agreement in place to pay by one or more instalments.
(iv) All purchases and payments made by the Account Holder are non-refundable except on the terms of Clause 4(ii) herein or at the discretion of UCT. For any partial refunds issued, any quantity discounts applied on the original purchase will be accounted for accordingly.
(v) Where payments are outstanding, as well as any other remedies available to UCT, UCT reserves the right to charge interest at the rate of 1.5% per month (or the maximum permitted by law) on any outstanding balance owing for the product(s) or service(s) after 7 days from the date of purchase, and charge the Account Holder for reimbursement of any payment rejection charges that are incurred as a result of acts or omissions by the Account Holder such as Direct Debit rejection charges or cheque dishonour fees.
(vi) Should debt collection proceedings be required, the Account Holder shall be responsible for any costs incurred by UCT in the implementation and carrying out of such proceedings.
(vii) All prices quoted by UCT are plus GST to Australian Account Holders unless stated otherwise.
(viii) UCT reserves the right to change pricing on any products or services at any time without notice.
8. Access to training data and records – UCT LMS
(i) For eLearning courses undertaken via the UCT LMS, Account Holders have access to a range of training data and functions via their LMS Manager Account including but not limited to:
a. enrol Learners into courses
b. access, extract and/or print Learner progress reports
c. download Certificates of Completion
d. send reminders to Learners to complete courses
e. undo individual Learner enrolments for courses not commenced
f. turn on or off the UCT LMS Unlimited Use Subscriptions auto-renew function
g. set Learners’ status as Active or Inactive
h. edit other Learner and Manager Account settings.
(ii) The Account Holder is responsible for accessing and extracting records and performing functions in their LMS Manager Account including those referred to in Clause 8(i).
(iii) UCT does not guarantee that the Account Holder’s training data and records will be maintained perpetually in the UCT LMS and the Account Holder is wholly responsible for periodically extracting Learner Reports and/or Certificates of Completion via their LMS Manager Account.
(i) Where the Account Holder has been granted access to courses via a subscription to the UCT LMS, the DIY Trainer’s Portal, Your LMS, No LMS or DIY Kit options, the term of such access shall be 1 year unless stated otherwise.
(ii) The Account Holder has the option, via their LMS Manager Account, to set their UCT LMS Unlimited Use Subscription to Auto-Renew for subsequent terms whereby the subscription will automatically renew for the same term and maximum number of unique learners.
10. Account Termination
UCT reserves the right to terminate a Learner Account or LMS Manager Account or terminate access to courses granted to the Account Holder via any other method(s) if the Account Holder engages in activities which UCT deems to be harmful or potentially harmful to UCT’s ability to deliver its Products or Services, such as the hacking or attempted hacking of UCT systems or resources, access and/or usage by those not authorised to access/use the LMS or courses, or for non-compliance with any other of our Terms and Conditions herein.
(i) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the other party’s business (including to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with use of UCT’s products and services) hereinafter referred to as “Proprietary Information”. Proprietary Information of UCT includes non-public information regarding features, functionality and performance of the Services. The Account Holder’s Proprietary Information includes Customer Data. Both parties agree:
A. to take reasonable precautions to protect such Proprietary Information, and
B. not to use (except in performance or use of the Services) or divulge to any third party any such Proprietary Information. Both parties agree that the foregoing will not apply with respect to any information which:
a) is or becomes generally available to the public, or
b) was in its possession or known by it prior to receipt from the Disclosing Party, or
c) was rightfully disclosed to it without restriction by a third party, or
d) was independently developed without use of any Proprietary Information of the Disclosing Party, or
e) is required to be disclosed by law (in which case, the Receiving Party must not disclose any Proprietary Information until the Disclosing Party has a reasonable opportunity to take such action as it considers appropriate in the circumstances).
(ii) UCT has not agreed to and does not agree to treat as confidential any suggestion or idea provided by any Account Holder (“Feedback”), and nothing in these Terms & Conditions will restrict UCT’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to any Account Holder providing such Feedback.
(i) If data entered by the Account Holder or Learners in the UCT LMS is incorrect or requires alteration, the Account Holder is responsible for amending the data.
(ii) If any provision in these Terms and Conditions is held by a court to be unlawful, invalid or unenforceable the remaining provisions shall not be affected.
(iii) UCT reserves the right to change these terms and conditions at any time without prior notice. In the event any changes are made, Account Holders with an LMS Manager Account shall be advised via the Messages and Announcements facility in their LMS Manager Account or, if the Account Holder does not access an LMS Manager Account, by other means.
(iv) UCT eLearning Terms and Conditions shall be read and construed according to the laws of the state of New South Wales, Australia, and the parties submit to the relevant overarching jurisdiction of the Commonwealth of Australia where applicable.
All notices shall be in writing and shall be given either by delivering it to the address of the other party on a business day during normal business hours; or, by sending it to the address of the party by pre-paid registered post; or, by sending it by email to the email address of the party and on the next business day giving it by either of the other means set out in this clause.