Reimagine how you
assess movement.

PLATFORM TERMS AND CONDITIONS
We, Huddl. Pty Ltd. (ACN 674 302 446) (Huddl, we or us) operate a software application ‘Huddl’ that provides tools and features designed to support health & physical education teachers with assessment, differentiation, reporting & communication (Platform). These terms and conditions (Terms) are between Huddl and you, being a person that wishes to access or use the Platform (you). 
These Terms govern your access and use of the Platform, and us providing you any other goods and services as set out in these Terms (Services). 
You can view the most updated version of our Terms at https:/huddlapp.com.au/platform-terms/ (Website).  Please read these terms and conditions carefully before accessing or using the Platform.  If you do not agree to these Terms, please cease using the Platform immediately. 
1    READING AND ACCEPTING THESE TERMS
(a)    In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms. 
(b)    By clicking the tick box below or clicking the “I accept” button on the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you and Huddl.
(c)    We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.
(d)    Your access to the Platform is subject to the school you are employed or engaged by (School), purchasing a subscription with us (Subscription) including a license for your account.  You acknowledge and agree that we may terminate or suspend your access to the Platform at any time, including where the Subscription is not active or paid in full. 
2    ELIGIBILITY
(a)    By accepting these Terms, you represent and warrant that:
(i)    you have the legal capacity and authority to enter into a binding contract with us; and
(ii)    you are authorised to use the Platform by the School that holds the Subscription.
(b)    The Platform is designed for use by teachers and schools. It is not intended for direct use by children or individuals under the age of 18 or any person who has previously been suspended or prohibited from using the Platform.  If you are under the age of 18 or have been previously suspended or prohibited from using the Platform, please cease using the Platform immediately.
(c)    By using the Platform, you represent and warrant that you are:
(i)    over the age of 18 years and accessing the Platform for personal and commercial use; and
(ii)    have not been previously suspended or prohibited from using the Platform.
3    THE SOFTWARE
3.1    ACCOUNTS
(a)    (Accounts) To use the Platform, you may be required to sign-up, register and receive an account with us (an Account) using an email address provided by your School.
(b)    (Acceptance) Once you complete the account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
(c)    (Provide Information) As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, your teaching role, classes taught and authentication, and other information as determined by us from time to time.
(d)    (Verification) In the course of setting up your Account, we may be required to verify your identity, with reference to your driver’s licence, passport or valid identity card.
(e)    (Warranty) You warrant that any information you give to us in the course of creating and maintaining your Account will always be accurate, honest, correct and up-to-date.
(f)    (Security) You are responsible for managing your Account. You must immediately notify us of any unauthorised use of your profile, password or email, or any other breach or potential breach of the Platform’s security. 
(g)    (Cancellation) We may, in our absolute discretion, cancel any Account or suspend your access for any reason, including for any failure to comply with these Terms.
3.2    DISCLAIMER
    You acknowledge and agree that:
(a)    The Platform is designed to support health & physical education teachers with assessment, differentiation, reporting & communication. It is intended to serve as a general assistance tool and should not be relied upon as a sole source of information or advice.
(b)    The Platform may provide suggestions or recommendations regarding student assessment, grading, performance, or improvement (Outputs). You acknowledge and agree that such Outputs are provided for guidance only, and that you are solely responsible for reviewing, evaluating, and exercising your own professional judgment before relying on, using, or acting on any Outputs.  Outputs do not constitute professional advice, assessments, or guarantees.  We do not control and are not responsible for the accuracy, completeness, or appropriateness of any Outputs for your purposes.
(c)    The Platform features—such as notifications, reminders, and summaries—are provided for your convenience and are not guaranteed to be complete, accurate, or error-free. You are responsible for:
(i)    ensuring the correctness of the data you input; and
(ii)    reviewing outputs of the Platform and exercising your own professional judgement as to its application.
(d)    Any information provided by us to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for certain circumstances and does not constitute financial, legal, health or any other kind of professional advice.
(e)    The Platform and its Outputs are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of accuracy, reliability, completeness, fitness for a particular purpose, or non-infringement.
(f)    Outputs generated by the Platform do not constitute an endorsement or recommendation by us of any specific action, student assessment, or educational decision.
3.3    PLATFORM
(a)    While your School maintains a Subscription including your Account, you are granted a limited, revocable, non-exclusive, non-transferable, royalty-free license to access and use the Platform in accordance with these Terms, to the extent described in your School’s Subscription applicable to your Account.
(b)    We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime. 
(c)    We may change any features of the Platform at any time with no notice to you.
3.4    THIRD PARTY SOFTWARE, TERMS AND CONDITIONS
(a)    You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Platform, including:
(i)    Apple (App Store) for subscription hosting; and
(ii)    Google Play Store for subscription hosting,
as updated from time to time.
(b)    You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Platform, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c)    Without limiting clause 4.6(b), we will take reasonable steps to notify you of Third Party Terms.
(d)    You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Platform to you and clause 13 will apply. 
3.5    SUPPORT SERVICES
If your School’s Subscription includes ‘Support Services’, we will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing: 
(a)    we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);
(b)    we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame; 
(c)    you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and
(d)    you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.
4    DATA HOSTING
(a)    (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(b)    (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects. We encourage all Users and Account holders to ensure they always backup data entered in the Platform in another location on a regular basis. 
5    YOUR OBLIGATIONS
    You agree to provide us with all documentation, information and assistance reasonably required by us to perform the Services.
5.2    YOUR MATERIAL
(a)    You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Platform is complete, accurate and up-to-date.
(b)    You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.
5.3    YOUR OBLIGATIONS
(a)    You must, and ensure that any person using your Account must, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense. 
(b)    You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i)    upload sensitive information or commercial secrets using the Platform;
(ii)    upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
(iii)    use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(iv)    upload any material that is owned or copyrighted by a third party; 
(v)    adapt, modify or tamper in any way with the Platform;
(vi)    remove or alter any copyright, trade mark or other notice on or forming part of the Platform;
(vii)    act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
(viii)    use the Platform in a way which infringes the Intellectual Property Rights of any third party;
(ix)    create derivative works from or translate the Platform;
(x)    publish or otherwise communicate the Platform to the public, including by making it available online or sharing it with third parties;
(xi)    integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with documentation or instructions provided by us in writing; 
(xii)    intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
(xiii)    sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party, other than granting a User access as permitted under these Terms;
(xiv)    decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
(xv)    share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
(xvi)    make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent; 
(xvii)    attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
(xviii)    permit any use of the Platform through your Account by any other person without our express written consent and consent of any persons for which personal information may be accessible.
(c)    If you become aware of misuse of your Account by any person, any errors in the material on your Account or any difficulty in accessing or using your Account, please contact us immediately using the contact details or form provided on our Website.
(d)    You agree, and you must ensure that all Users agree:
(i)    to comply with each of your obligations in these Terms;
(ii)    to sign up for an Account in order to use the Platform;
(iii)    that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(iv)    that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 5.
6    INTELLECTUAL PROPERTY AND DATA
6.1    PLATFORM CONTENT INTELLECTUAL PROPERTY
(a)    (Our ownership) We retain ownership of the Huddl Platform and all Materials provided to you in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) except as set out in clause 6.2 (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you. 
(b)    (Licence to you) You are granted a licence to the Platform Content. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
6.2    USER DATA
Your input of User Data
(a)    If you use User Data through the Platform, and such User Data creates an Output, then you retain ownership of such Output including the User Data. 
(b)    In order to use some features of the Platform, you may need to input certain information into the Platform such as student information including student skills tests data and classroom assignments (Student Data).
(c)    You must ensure that you have obtained all necessary consents, permissions, or authorisations from individuals (and, where applicable, their parents or guardians) before uploading or sharing any personal information through the Platform.
(d)    You must not:
(i)    input, upload, or share any data to or through the Platform except to the extent reasonably necessary for legitimate educational or administrative purposes in connection with your authorised use of the Platform;
(ii)    use Outputs in a manner that violates applicable laws, professional standards, or the rights of any third party, including students, parents, or educational institutions;
(iii)    input, upload, or share any student images, videos, or audio recordings ; or
(iv)    input, upload, or share any sensitive or legally protected student information (including health information, disability status, racial or ethnic origin, or other personal information as defined under applicable privacy laws) unless that information is expressly required by a feature of the Platform (e.g. health information entered voluntarily into the Platform’s ‘Adapt’ tool) and you have the necessary authority or consent to do so.
(e)    You are solely responsible for any User Data, including ensuring that all such data is accurate, lawful, and collected and disclosed in compliance with all applicable privacy and education laws and school or departmental policies.
(f)    You agree that any use of Student Data on the Platform is limited to the purpose of supporting educational needs of students and that it will not be used, disclosed or published for any other purpose.
(g)    One of the features of the Platform may include a forum in which you can connect with other teachers or users of the Platform.  You acknowledge and agree that such forums are accessible by teachers and users outside of your School you will not publish any Student Data on such forums.
(h)    You are solely liable for any errors or omissions in the User Data, including any Output that may be based on erroneous content in the User Data.
(i)    You indemnify the us against any loss, claim, liability, or expense arising from or in connection with any breach of this clause or any unlawful disclosure of Student Data through your use of the Platform.
Our Rights and Obligations
(j)    You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Platform, and for our internal business purposes, including to improve the Platform and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Platform, our business and our other products and services.  Any Student Data used for such purposes will be de-identified. 
(k)    We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
(l)    You are responsible for ensuring that:
(i)    you share User Data only with intended recipients; and
(ii)    all User Data is appropriate and not in contravention of these Terms. 
(m)    You:
(i)    warrant that our use of User Data will not infringe any third-party Intellectual Property Rights or laws, including privacy laws; and 
(ii)    indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or breach of laws, including privacy laws.
7    CONFIDENTIALITY
(a)    Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent. 
(b)    Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c)    The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation. 
8    PRIVACY 
(a)    You acknowledge and agree that if you input personal information about students or others in the Platform, that you comply with our Privacy Policy, which can be found at www.huddlapp.com.au/privacy-policy (Privacy Policy), including that you obtain all necessary consents and authority prior to inputting such information into the Platform.
(b)    You must comply with all applicable privacy, child protection, and data protection laws, including the Privacy Act 1988 (Cth) and, where applicable, State or Territory education privacy obligations, when using the Platform.
(c)    You warrant and represent to us that all necessary consents and authority has been obtained prior to inputting any such information into the Platform.
(d)    We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy. 
(e)    Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information. 
(f)    By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
9    LIABILITY
9.1    LIMITATIONS
(a)    (Errors) We will use reasonable endeavours to correct any errors, bugs or defects in the Platform and which are notified to us by you, unless the errors, bugs or defects:
(i)    result from the interaction of the Platform with any other Platform or computer hardware, software or services not approved in writing by us;
(ii)    result from any misuse of the Platform; or
(iii)    result from the use of the Platform by you other than in accordance with these Terms.
(b)    (Service Limitations) While we will use our best endeavours to ensure the Platform is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
(i)    the Platform may have errors or defects;
(ii)    the Platform may not be accessible at times;
(iii)    messages sent through the Platform may not be delivered promptly, or delivered at all;
(iv)    information you receive or supply through the Platform may not be secure or confidential; or
(v)    any information provided through the Platform may not be accurate or true.
(c)    (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
9.2    LIABILITY
(a)    To the maximum extent permitted by law, we are not liable for any loss, damage, claim, or expense arising out of or in connection with your use of the Outputs. You indemnify and hold harmless us, our officers, employees, and contractors from and against all claims, liabilities, losses, costs, or expenses arising from your use of the Outputs or any reliance on them, including any claim by a third party.
(b)    To the maximum extent permitted by law and subject to clause 9.2(c), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Platform is limited to the fees paid to us in respect of the Subscription, in the 6 months preceding the date of the event giving rise to the relevant liability .
(c)    Clause 9.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of third party intellectual property rights.
9.3    CONSEQUENTIAL LOSS
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:
(a)    in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(b)    to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
10    CANCELLATION
10.1    TERMINATING YOUR ACCOUNT
(a)    You may terminate your Account for convenience by providing at least 30 Calendar Days’ notice to us.
(b)    We may immediately terminate your Account for any reason with written notice to your School.
10.2    CANCELLATION FOR BREACH
(a)    Either party may terminate your Account immediately by written notice if there has been a Breach of these Terms.
(b)    A “Breach” of these Terms means:
(i)    a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
(ii)    the other party is given 14 Business Days to rectify the breach; and
(iii)    the breach has not been rectified within 14 Business Days or another period agreed between the parties in writing.
10.3    EFFECT OF TERMINATION
Upon termination of this agreement: 
(a)    you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point); and
(b)    each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation intellectual property and confidentiality.
10.4    DATA BACKUP 
(a)    Upon termination of the agreement, you will have 30 days to access and export your data. After this period, we will securely delete all personal data, except where retention is required by applicable law or expressly instructed by you. Backup data will be rendered inaccessible and deleted within 60 days. 
(b)    While we disclaim liability for indirect, incidental, or consequential losses arising from termination, we acknowledge our obligation to ensure that User Data is handled in accordance with this Agreement, the Privacy Act 1988 (Cth) and any other relevant legislation or regulation applicable in your jurisdiction. 
(c)    We shall not be liable for any loss of User Data resulting from your failure to export or request return of such data within the agreed timeframe following termination, provided that we have made such options reasonably available.
11    DISPUTE RESOLUTION
(a)    A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b)    A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c)    Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
12    FORCE MAJEURE
(a)    We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 
(b)    If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i)    reasonable details of the Force Majeure Event; and
(ii)    so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
(c)    Subject to compliance with clause 12(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d)    For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i)    act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii)    strikes or other industrial action outside of the control of us; 
(iii)    war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv)    any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
13    NOTICES
(a)    A notice or other communication to a party under these Terms must be:
(i)    in writing and in English; and
(ii)    delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b)    Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i)    24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii)    when replied to by the other party,
whichever is earlier.
14    GENERAL
14.1    GOVERNING LAW AND JURISDICTION
    This agreement is governed by the law applying in Perth, Western Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Perth, Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
14.2    WAIVER
    No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
14.3    SEVERANCE
    Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
14.4    JOINT AND SEVERAL LIABILITY
    An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
14.5    ASSIGNMENT
    A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
14.6    ENTIRE AGREEMENT
    This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
14.7    INTERPRETATION
(a)    (singular and plural) words in the singular includes the plural (and vice versa);
(b)    (currency) a reference to $; or “dollar” is to Australian currency;
(c)    (gender) words indicating a gender includes the corresponding words of any other gender;
(d)    (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e)    (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f)    (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g)    (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h)    (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(i)    (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j)    (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k)    (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

 
DEFINITIONS

Term    Definition
Confidential Information    means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation    means all manuals, help files and other documents supplied by us to you relating to the Platform, whether in electronic or hardcopy form.
Intellectual Property Rights    means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material    means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Personnel    means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Platform    has the meaning given in the first page of these Terms.
Platform Content    has the meaning set out in clause 6.1(a).
Platform    has the meaning set out in the first page of these Terms.
Subscription    has meaning given in the first page of these Terms.
Support Services     has the meaning given in clause 3.4.
User    means you and any third party end user of the Platform who you make the Platform available to.
User Data    means any files, data, document, information or any other Materials, including Student Data, which is uploaded to the Platform by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.
Website    means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Platform.