Terms and Conditions – Universal Care Training eLearning.
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 eLearning 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 “UCT”
(iii) eLearning Management Systems are 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 in 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.
(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. Course Credits – UCT LMS
(i) The Account Holder may enrol Learners into eLearning courses in the UCT LMS using the Account Holder’s LMS Manager Account for which the Account Holder will require eLearning Course Credits and a valid and unique email address for each Learner.
(ii) Course Credits can be purchased by the Account Holder from within their LMS Manager Account.
(iii) Each Course Credit entitles the Account Holder to enrol a Learner into any eLearning course accessible via the UCT LMS and for the Learner to complete that course, within the time frame noted in Clause 3(v).
(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.
3. UCT’s warranties
(i) UCT warrants that the training courses will substantially conform to the description.
(ii) UCT warrants that the use of course content according to these Terms and Conditions will not result in the infringement of the proprietary rights of third parties.
(iii) 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.
(iv) 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.
(v) UCT warrants that UCT LMS Course Credits are valid for use in enrolling Learners into courses, and for those courses to be completed, within two (2) years from the date of purchase and UCT reserves the right to cancel Course Credits which remain unallocated two (2) years after the date of purchase, and to cancel incomplete course enrolments which have Course Credits allocated to them which were purchased more than two (2) years prior. UCT will however, at its discretion and by default, extend the validity of Course Credits so that they may be used for courses commenced and completed beyond two (2) years after purchase.
(vi) 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.
4. 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 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) Reasonable Usage Policy: The Account Holder warrants that that their level of usage of UCT resources via the No LMS, Your LMS and DIY Trainer’s Portal options shall not exceed the level of usage expected by UCT for the normal use of such resources by the Account Holder’s organisation.
(v) 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, or usage deemed by UCT to breach UCT’s Reasonable Usage Policy (per Clause 4(iv), shall be borne by the Account Holder.
5. 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.
6. 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 eLearning Products or Services, Account Holders may request to pay by 12 monthly instalments which, if approved, shall 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 firstname.lastname@example.org
(iii) Prior to any Course Credits purchased being added to the Account Holder’s LMS Manager Account, or access being provided to the Account Holder to courses via any other eLearning options, payment must either be received 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 3(iii) herein or at the discretion of UCT. For any partial refunds issued, any quantity discounts applied on the original purchase will, where applicable, 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.
7. 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 yet to complete courses
e. undo individual Learner enrolments for courses not commenced, and
f. edit Learner and Manager Account settings.
(ii) The Account Holder is responsible for accessing and extracting records and performing the functions in their LMS Manager Account including those referred to in Clause 7(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.
Where the Account Holder has been granted access to courses via the DIY Trainer’s Portal, Your LMS, No LMS or DIY Kit options by subscription the term of such access shall be twelve (12) months unless stated otherwise and the subscription shall automatically and perpetually renew for additional terms of the same period subject to the rights of termination provided for in Clause 9 and unless either party gives written notice to the other prior to the end of the original term or a subsequent term that they do not wish for the subscription to be renewed, whichever may apply.
9. Account Termination
UCT reserves the right to terminate a Learner Account or LMS Manager Account or terminate access to courses granted via other eLearning options if the Account Holder engages in activities which UCT deem 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 or for non-compliance with any of the 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. In the event that any changes are made, Account Holders with an LMS Manager Account shall be immediately 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) These 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.