Agreement

1. These Terms and Conditions, together with our Privacy Policy, apply to your use of the Alcazar Systems Pty Ltd’s (ACN 650 446 594) (“we”, “our” or “us”) platform. The platform is comprised of the website located at www.alcazarlearning.com (“Site”) and mobile application (“App” or “Application”) (collectively, “Platform”).

2. By browsing or using the Platform, you agree to these Terms and Conditions, together with our Privacy Policy and any terms, conditions, notices or disclaimers displayed elsewhere on the Platform (collectively, the “Agreement”). If you do not agree with the terms of the Agreement, you must not access, browse or use this Platform. 

3. We reserve all rights to alter the Agreement at our discretion. Each time you use the Platform, it is your responsibility to ensure that you are aware of the current Agreement. Your continued use of the Platform following the publication of changes to the Agreement is taken to be your acceptance of those changes. 

4. The Agreement, as amended by us from time to time, continues to apply for as long as you use the Platform or until terminated in accordance with the Agreement.

   
   

2. Interpretation
   

2.1 In this Agreement:

“Account” has the meaning in clause 3.2; 

“App” or “Application” has the meaning in clause 1.1; 

“Agreement” has the meaning in clause 1.2; 

“Intellectual Property Rights” means all present and future intellectual or industrial property rights (whether or not registered) throughout the world, including, without limitation, in respect of patents, copyright, moral rights, trade names, trade marks, logos, systems, circuit layout, designs, software, plant breeder’s rights, domain names, trade secrets and confidential information;

“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform, or otherwise displayed, uploaded or published on, or via, the Platform;

“Password” has the meaning in clause 3.2; 

“Platform” has the meaning in clause 1.1; 

“Premium Account” means an Account which you pay a Subscription Fee in order to access greater features and functionality; 

“Privacy Policy” means our privacy policy available at [insert link];

LUNA NOTE: Please insert a link to your privacy policy.

“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your name, date of birth, gender, profession, educational interests and contact details.

LUNA NOTE: Please add any additional data you will be collecting above. 

“Site” has the meaning in clause 1.1; 

“Subscription Cycle” means each billing cycle which is one month in length unless we communicate a different time period to you in writing at the time of sign up;

“Subscription Fee” means the monthly subscription fee as advertised on the Platform that we charge on a monthly basis for access to a Premium Account;

LUNA NOTE: Displaying it on the Platform will give you greater flexibility to amend as required 

“you" or "your" means the person or entity accessing, using or relying upon the Platform. 

2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.

3. Platform Use

   1. You warrant and represent that your access to, or use of, the Platform is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

   2. To access certain content on the Platform, you must first become a member of the Platform. To become a member of the Platform you must open a membership account with us (“Account”) by providing us with Registration Data and nominating a password (“Password”). Registration is free. 

   3. You may not use one email address to register for multiple Accounts and you must not hold more than one Account at the same time. We reserve the right to refuse registration requests in our sole discretion.

   4. You must keep your Account details up to date at all times and your Password confidential and secure. 

   5. You have sole responsibility for any activity that occurs on or via your Account. You must notify us immediately if you become aware of any security breach or any unauthorised use of your Password or Account. 

   6. We may, in our absolute discretion, terminate your Account, disable your Account or restrict your access to the Platform (temporarily or permanently) where you have breached the Agreement or for any reasonable reason and at any time (including a failure to pay any Subscription Fee in relation to a Premium Account). Under these circumstances, you may be prevented from accessing all or parts of the Platform, your Account details or any other content associated with your Account. We will not be liable to you or any third party if this occurs. We may impose limits or restrictions on the use you may make of the Platform. Further, we may, for any reason, at any time and without notice to you, withdraw the Platform, or change or remove Platform functionality.

   7. The Platform may contain links to third party websites. Any links to such websites provided on the Platform are for convenience only. We do not represent that we have any relationship with any linked websites nor recommend or endorse any goods, services or third party content appearing on, or via, other websites linked to this Platform. We are not responsible for any loss or damage that may arise from your access to, and/or use of, third party websites, products and services. Additionally, we are not responsible for the content or privacy practices associated with linked websites. You should make your own enquiries before using and/or accessing third party websites. 

   8. You may not use the Platform other than for its intended purpose. You agree that you will not engage in any activity that interferes with or disrupts the Platform or the servers and networks that host the Platform. You agree not to, circumvent, disable or otherwise interfere with security-related features of the Platform or attempt to do so or otherwise interfere with, or restrict, any person or visitor from accessing or using the Platform.

   9. Unless otherwise expressly stipulated in this Agreement, you must not copy, adapt, distribute, display, reproduce or transmit any content displayed or published on the Platform.  

   10. You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use the Platform does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, the Platform.

       
       

4. Premium Account 

   1. You have the option to upgrade an Account to a Premium Account. You may register for a Premium Account via the Platform. 

   2. Where you hold a Premium Account, you may perform the following:

      1. Access premium content

      2. Participate in premium challenges

      3. Access Toolkit Resources

      4. Refer to website for more information

   3. In consideration for us granting you access to the Premium Account you agree to pay us the Subscription Fee on a monthly basis made in advance of each relevant period.

   4. The Subscription Fee starts on the date you sign up for a Premium Account and submit payment by providing your payment method details. When you sign up, your first Subscription Cycle will be billed immediately, and payment is made in advance of each relevant month. 

   5. By initiating a Premium Account, you authorise us to charge you the Subscription Fee at the current rate as advertised on the Platform. All prices for the Subscription Fee listed on the Platform are in Australian Dollars and inclusive of goods and services tax (“GST”) unless otherwise specified.

   6. From time to time, we may adjust the pricing of the Subscription Fee. We will provide at least 30 days’ notice of a price increase before it becomes effective (other than any increases due to legal or tax requirements such as the application of GST) by posting a notification on the Platform, sending an email or such other means as we reasonably determine. Changes to the Subscription Fee will not occur retrospectively. If you do not cancel your Premium Account, you will be deemed to have accepted these new fees.

   7. The Subscription Fee automatically renews each month, and we will automatically bill the Subscription Fee to your nominated payment method, unless your Premium Account is cancelled or terminated. 

   8. Without limiting our obligations or your rights under law (including the Australian Consumer Law), our Subscription Fee is non-refundable, unless we specifically communicate otherwise. 

5. Cancellation of Premium Account

   1. You may cancel your Premium Account at any time via the account settings on the Platform or by providing written notice to us at [email protected] at least [2] business days before the end of your current Subscription Cycle.

   2. If you elect to terminate your Subscription, you will continue to have access to your Premium Account until the end of your current Subscription Cycle, unless we determine to refund this fee, in which case your access will be terminated immediately.

   3. At the end of your Subscription Cycle you will lose access to your Premium Account.

6. Legal Capacity

   1. You must be eighteen (16) years of age or over to use or access the Platform. If you are under the age of 16 years, you must immediately cease accessing and using the Platform. If you are between the age of 16 and 18 years (“Minor”) and register for an Account, you must have permission from a parent or guardian to create an Account in accordance with clause 6.3.

   2. Your continued use of the Platform is an acknowledgement by you that:

      1. you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account;

      2. you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement.

   3. If you are a parent or guardian permitting a Minor to create an Account, you agree to:

      1. exercise supervision over the Minor's use of the Platform;

      2. assume all risks associated with use of the Platform as outlined in the Agreement;

      3. ensure that all content and information that the Minor may encounter on the Platform is suitable and appropriate for the Minor; 

      4. assume all liabilities resulting from the Minor's use of the Platform and their Account;

      5. ensure the accuracy and truthfulness of all information submitted by the Minor; 

      6. provide the consents contained in this Agreement on behalf of the Minor.

   4. We may, at any time, request written confirmation from a parent or guardian that you have permission to access and use the Platform.

   5. We reserve the right to take legal action and/or seek compensation for any loss or damage we may suffer as a result of, or in connection with, the use of the Platform by a Minor. 

7. Intellectual Property

   1. You acknowledge that we or our licensors are the owners of all Intellectual Property Rights in the Platform and in all Material published on the Platform, and we retain all rights, title and interest in the Platform and Material (including Intellectual Property Rights contained therein) irrespective of any licence we may grant to you to access, and use, the Platform. 

   2. You may access and use the Platform (including Intellectual Property Rights contained therein) for your personal and non-commercial use only. You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Material on another website or create derivative works from any part of the Platform or the Material or commercialise any information obtained from any part of the Platform or Material without our prior written consent. 

   3. By uploading, posting, transmitting or otherwise making available any content or material via the Platform (“Your Content”), you: 

   4. grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce and otherwise exploit Your Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of Your Content; and

   5. represent and warrant that you either own the Intellectual Property Rights in Your Content or have the necessary permission to upload, post, transmit or otherwise make available Your Content via the Platform.

   6. We reserve the right to terminate any licence granted to you under the Agreement and/or remove any of Your Content from the Platform, at any time, for any reason and without notice to you.

   7. You agree that you will not modify or copy the layout or appearance of the Platform nor any computer software or code contained in the Platform, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to the Platform.

      
      

8. Linking to the Platform

   1. You must not establish a link to the Platform in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

   2. You must not establish a link to the Platform from any website that is not owned by you.

   3. This Platform must not be framed on any other website, and you must not create a link to any part of this Platform other than the home page. We reserve the right to withdraw linking permission at any time without written notice.

9. Indemnity

   1. You agree to indemnify us and our officers, directors, employers or contractors (collectively, the “Indemnified”) and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the Materials, the Platform, or any breach by you of the Agreement.

      
      

10. Liability

    1. To the maximum extent permitted by law, we exclude all:

       1. conditions, guarantees or warranties expressed or implied by law; and 

       2. any liability to you however arising (and whether arising under statute, negligence or otherwise) for any personal injury or death to you or any third person, or for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill),

       3. arising out of, or in connection with, access and/or use of the Material or the Platform, and the Agreement.  

    2. Without limiting the generality of the foregoing, you agree that in no event shall our maximum aggregate liability exceed AUD $[100]. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

    3. To the maximum extent permitted by law, all typographical, clerical or other errors or omissions in information issued by us will be subject to correction without any liability on our part.

    4. Nothing contained in the Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

       
       

11. Privacy

    1. We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

12. General

    1. We reserve the right to make changes to this Agreement without notice to you. Any amendments to this Agreement will have immediate effect from the time that they are published on the Platform.

    2. Although we do our best to provide the most up to date information on the Platform as this becomes available, we cannot warrant the accuracy or completeness of the information provided. 

    3. Any provision of the Agreement which is void or unenforceable may be severed from the Agreement without affecting the enforceability of other provisions.

    4. A failure or delay by us to exercise a power or right under the Agreement does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

    5. The Agreement is governed by, and must be construed according to, the law of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts in that State.