Terms and Conditions
These terms and conditions (Terms) regulate the business relationship between you and us when you use the website www.nuragili.com.au (Our Website). Our Website is designed to assist universities (Universities) in matching students to tutors (and vice versa). By using Our Website and any software or systems embedded in Our Website, as a University, a student, a tutor or in any way, or by purchasing, or registering to make use of the services offered on Our Website (Services), you agree to be bound by the Terms. When you accept the terms and conditions you warrant that you have the authority to bind yourself and any university that has engaged you.
No person under the age of 16 years may use our Website and Services or provide personal information to us. Persons under age 16 may only use our Website and Services with the involvement and consent of a parent or legal guardian.
We are: Eigenstate Pty Ltd ("us, our")
You are: a user of Our Website, a user of the Services, or a visitor to Our Website.
The terms and conditions:
Our contract with you
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- Each party acknowledges that, in entering into this agreement, you do not rely on any representation, warranty, information or document or other term not forming part of this agreement.
- We may change these terms from time to time. The terms that apply to you are those that are posted on Our Website at the time you place an order for Services or become a registered user. If we amend these terms and you do not agree with the amendments, you may cancel or terminate your use of Our Website.
Registered Users - Universities
- This clause is only applicable for Universities that agree to make Our Website available for their students and tutors.
- In order to allow students and tutors from your University to access the Services provided on Our Website, you agree to the payment of the fees. We will inform you as to what the fees, or the fee structure, will be prior to you registering on Our Website.
- By registering as a University on Our Website you agree to pay the applicable fees – see clause 5 for more information.
- You agree to ensure that your registration details are true and accurate at all times and you undertake to update your registration/membership details from time to time when they change.
Registered Users – Students and Tutors
- This clause applies to students and tutors from various Universities that register to use Our Website.
- You agree to ensure that your registration details are true and accurate at all times and you undertake to update your registration/membership details from time to time when they change.
Your account with us – all users
- On registration of an account, you must create a password. You are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from accessing or using your account.
- You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and you should also log in to your account and change your password.
- Please notify us of any security breach or unauthorised use of your account.
- We reserve the right to terminate your registration or membership at any time if you breach these terms and conditions.
- Our Services are intended to be used by registered users within Australia only, however if you are accessing Our Website from overseas you agree that the laws of Australia will apply to your access and use of Our Website.
Prices, additional fees and payment – for Universities
- This clause only applies to Universities and not to students or tutors or other users of Our Website.
- All prices payable for Universities accessing and making us of Our Website and Services available to students and tutors are clearly set out on Our Website or will be made available to you in writing before you register on Our Website.
- On registration you agree to pay for our Services in accordance with the pricing on Our Website, or in accordance with the pricing that we have disclosed to you beforehand.
- Universities will be charged for 'active users'. Active users are students and tutors that have logged onto Our Website once or more in any given year (the time period for measuring a year commences when the University becomes a registered user of Our Website) (Active Users).
- Universities will also be charged hosting fees. We will invoice you the hosting fees, on a pro rata basis, in accordance with our standard billing cycle.
- We will invoice you monthly in arrears for all Active Users. The University must pay the invoice within 14 days of receipt.
- If you do not pay our fees on time, then we may charge you late payment interest of 10% per annum calculated on a daily basis.
- Our prices for Services may be changed by us at any time prior to you placing an order. We will never change the prices after you have ordered the Services. If we amend or alter the prices and you do not agree with the new prices, then you may terminate this agreement on 3 days’ notice and without penalty.
- Unless stated otherwise, our prices exclude goods and services tax ("GST").
- Unless stated otherwise all bank charges by the receiving bank on payments to us will be borne by you.
Payment Security (if applicable)
- Where Our Website processes or deals with payments, we will take care to make Our Website safe for you to use to process payments.
- Where Our Website process credit card payments, then card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
- You understand and agree that we own all the intellectual property rights in Our Website, and any software that is used by Our Website, or any software that is used to provide the Services. When you visit or access Our Website, we grant you a non-exclusive licence to use Our Website and any software that is part of Our Website (Licence).
- We will be the registered owner of any domain names that we acquire for you.
- Your Licence to use Our Website expires if:
- you are no longer a student at the relevant University; or
- you are no longer a tutor for the University; or
- you are a University and your fees have been outstanding for a period in excess of 30 calendar days (in which case we may also restrict access to the domain name).
- Except as permitted under the Copyright Act 1968 (Cth), you are not permitted to copy, reproduce, republish, distribute or display any of the information on Our Website without our prior written permission.
- The Licence to access and use the software on Our Website does not include the right to use any data mining robots or other extraction tools. The Licence also does not permit you to metatag or mirror Our Website without our prior written permission. We reserve the right to serve you with notice if we become aware of your metataging or mirroring Our Website.
- If you provide data to us, or Post on Our Website by placing images, text, copy, photos or videos (Your Material) on Our Website then you grant us a non-exclusive, royalty free, irrevocable licence to use Your Material on Our Website in any way.
- In relation to Your Material, you consent to an infringement of your moral rights, for example the right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act 1968.
- Apart from Your Material which you Post or have provided to us for us to use on your behalf, all rights, title and interest in Our Website or photos, images or logos on our Website are subject to copyright under the Copyright Act 1968 (Cth) and are solely owned by us and our affiliate businesses and/or companies. This includes, but is not limited to, all images, photos, text, information, graphics and videos.
- You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content on or from Our Website, in whole or in part.
- You may not use our name or our logos or our trademarks or those belonging to other third parties that have Posted on Our Website without the prior written consent of us or that third party (as relevant).
- Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
- Our liability is governed solely by the ACL and these terms and conditions. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights. Unless the Statutory Rights apply, the Services, and all other material and work is provided to you without warranties of any kind, either express or implied; and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.
- If your Statutory Rights apply because you are a consumer as defined in the ACL, then we guarantee that the Services:
- we supply to you are rendered with due care and skill;
- will be fit for the purpose that we advertise, or the Services will give the result that we have agreed to in writing with you prior to providing the Services; and
- will be supplied within a reasonable time.
- To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from using Our Website or using our Services is limited to us re-supplying the Services to you, or, at our option, refunding to you the amount you have paid us for the Services to which your claim relates.
- All the conditions, warranties or other terms implied by the law of any county other than Australia are excluded from this agreement to the extent permitted by law.
- We, or our Content suppliers, may make improvements or changes to Our Website, the Content, or to any of the Services, at any time and without advance notice.
- You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention any that you find.
- Use of Our Website is at your own risk. To the extent permissible by law, we do not make any, and exclude all express or implied warranties, representations, statements, terms and conditions relating to your use of the Services or Content available on or from Our Website.
- We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the Services.
Matters beyond our reasonable control
- There may be instances where we may not be able to perform certain or all obligations that we have agreed to in this agreement because of something beyond our reasonable control, which may include but is not limited to, events that constitute a force majeure which may include: lightning, flood, severe weather, fire, explosion, terrorist activities, anything done by a government body or other competent authority, industrial disputes, technical difficulties, power outages, hardware difficulties, software difficulties or other acts, events or omissions that affect our capacity to perform certain or all obligations that we have agreed to in this agreement. There may be other reasons too, not expressly set out here. In these cases, you irrevocably and unconditionally agree that we do not accept responsibility or liability for not providing you with the Services or for breaching our obligations.
Posting Policy: Restrictions on what you may Post to Our Website (if applicable)
If you Post Content on Our Website then you agree that you will not, nor allow anyone else to, Post Content on Our Website which is or may:
- be malicious or defamatory;
- be commercial audio, video or music files where the intellectual property rights in those files is not yours not licensed to you;
- be illegal, obscene, offensive, threatening or violent;
- be sexually explicit or pornographic;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
- solicit passwords or personal information from anyone;
- be used to sell any goods or Services or for any other commercial use;
- include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
- link to any of the material specified above, in this paragraph; and
- send age-inappropriate communications or Content to anyone under the age of 18.
Posting Policy: Your Posting - restricted content (if applicable)
In addition to the restrictions set out above, a Posting must not contain:
- hyperlinks, other than those specifically authorised by us;
- keywords or words repeated, which are irrelevant to the Content Posted;
- the name, logo or trademark of any organisation other than yours;
- inaccurate, false, or misleading information.
Posting Policy: How we handle your Content (if applicable)
- If you Post Content to any public area of Our Website, it becomes available in the public domain. We have no control who sees it or what anyone does with it.
- Even if access to your Content is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
- You irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical of you. You indemnify us on a full indemnity basis for any loss or damage you suffer due to our publishing feedback, comments and ratings.
- Posting Content on Our Website does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or breach of any law, which may occur as a result of you Posting any Content.
- You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- We do not solicit ideas for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted us an irrevocable royalty free licence to use it.
Posting Policy: Removal of offensive Content (if applicable)
- For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
- We are under no obligation to monitor or record the activity of any visitor or use of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
If you are offended by any Content, the following procedure applies:
- your claim or complaint must be submitted to us in the form available on Our Website or contain the same information as that requested in our form. It must be sent to us by email;
- after we receive notice of a claim or complaint, we may investigate at our discretion; and
- we shall remove the offending Content as soon as we are reasonably able.
- We may re-instate the Content about which you have complained or not.
- In respect of any complaint made by you or any person on your behalf, whether using out of a complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
- Our Website may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and we take no responsibility for the content and maintenance of, or privacy compliance by any linked website.
- Any hyperlink on Our Website to another website does not imply our endorsement, support, or sponsorship of the operator of that website nor of the information, Services and/or products which they provide.
- Universities may link to Our Website. Any such linking will be entirely your responsibility and at your expense. By linking, you must not alter any of Our Website's contents including any intellectual property notices and you must not frame or reformat any of our pages, files, images, text or other materials. This permission is conditional upon you not portraying us or any Service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent
Security of Our Website
- If you violate Our Website and/or any terms of this agreement, we may take legal action against you.
- 16.2. You agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
- link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings (if any), descriptions, or prices;
- collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
- share with a third party any login credentials to Our Website.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- your failure to comply with the law of any country;
- your breach of this agreement;
- any act, neglect or default by any agent, employee, licensee or customer of yours which causes us a loss;
- a contractual or negligence claim arising from your use of the Services;
- a breach of the intellectual property rights of any person.
Limitation of Liability
- To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from using Our Website is limited to the amount of $AUD10.
- When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
- Where we provide services or products without specific charge to you, then they are deemed to be provided free of charge, and not to be associated with any other services for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those products or that service.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either party by the other shall be delivered by e-mail. It shall be deemed to have been delivered, if sent to the address from which the receiving party has last sent e-mail: within 48 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party.
- Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his reasonable control, including any labour dispute between a party and its employees.
- In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- The validity, construction and performance of this agreement shall be governed by the laws of the State or Territory where the Owner’s principal place of business in Australia is located.
In this agreement:
"Content" means any content in any form such as but not limited to text, photographic images, videos, icons, emoji, published on Our Website by us, by you, or by any third party with our consent. "Services" means the service being provided on, or through, Our Website. "Our Website" means the website where these terms and conditions are placed and includes all web pages controlled by us including any and all subdomains. "Post" means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on to Our Website, and the phrases "Posted" and "Posting" shall be interpreted accordingly.
In these terms and conditions unless the context otherwise requires:
- a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation;
- by accessing the Services through Our Website or otherwise, you unconditionally and irrevocably agree to be bound by these terms and conditions, all applicable laws and/or regulations and you agree that you are responsible for this compliance
- these terms and conditions prevail over any terms proposed by you;
- any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
- any obligation of any person arising from this agreement may be performed by any other person;
- in this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party;
- the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
- a reference to an act or regulation includes new law of substantially the same intent as that act or regulation;
- if there is any conflict between these terms and conditions and other terms and conditions on Our Website, these terms and conditions will prevail; and
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
The Contract Company – www.contractcompany.com.au