AUSTRALIA EDUMERGE WEBSITE TERMS AND CONDITIONS

1. Definitions & Interpretation

In these Terms and Conditions, each of the following words means:

• “Agreement” has its standard ordinary meaning unless expressly stated otherwise.
• “Applicable Law” means the laws of the State of Victoria and an applicable federal laws of Australia.
• “Application”means a formal request from a Student via the Australia Edumerge platform to an Education Institution they wish to attend to study a course, which provides supporting information and documentation as required by the Australia Edumerge Partner or other Education Institution.
• “Australia Edumerge Partner” means any Education Institution, company, organisation, association or individual that has entered into an agreement with Australia Edumerge to use or promote the Australia Edumerge Platform, or to enable their employees or students to use or promote the Australia Edumerge Platform.
• “Australia Edumerge Partner Agreement” means the executed agreement between an Australia Edumerge Partner and Australia Edumerge, whereby Australia Edumerge will provide student recruitment services to the Australia Edumerge Partner.
• “Australia Edumerge Platform” means Australia Edumerge’s Website and the Australia Edumerge Student recruitment platform, including all Services provided therefrom, accessible by you (being a Recruitment Partner, Counsellor, Australia Edumerge Partner, Student, Third-Party Provider or other user) designed to simplify the course and Education Institution search, Application and acceptance process by connecting students (regardless of location), Recruitment Partners, RTOs, OSHC Counsellors and Australia Edumerge Partners.
• “Confidential Information” means information considered confidential or proprietary by Australia Edumerge, including the Australia Edumerge Platform, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Australia Edumerge service, Australia Edumerge’s software, Australia Edumerge Website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
• “Content” means all information, material or other content contained on or provided through the Australia Edumerge Platform that Australia Edumerge makes available to you, including, without limitation, all designs, graphics, pictures, illustrations, software, systems, processes, artwork, videos, music, sounds, names, words, titles, phrases, logos, trade-marks, service marks and trade names displayed on the Australia Edumerge Platform.
• “Education Institution” means any college, university, school, institution or organisation which educates attendees and offers higher education or tertiary education.
• “Governmental or Regulatory Authority”means any national, territorial, state, quasi-governmental or self-regulatory department, authority, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Australia Edumerge anywhere in Australia.
• “Party” means each of Australia Edumerge and you, and “Parties” means Australia Edumerge and you collectively.
• “Personal Information” means the definition as defined under the Privacy Act 1988 (Cth).
• “Program” means any study program, language program or any similar offering, including, but not limited to, an academic program or a program specifically designed to transition students (sometimes referred to as a pathway program) made available by an Education Institution or Third-Party Provider.
• “Services” means all of Australia Edumerger’s web-based applications, tools or any other offering(s) developed from time to time that we make available to you via the Australia Edumerge website to assist you in applying for courses at an Education Institution in Australia.
• “Student” means a person, regardless of location, searching for additional educational opportunities using the Australia Edumerge Platform directly to research and apply, or represented by a Recruitment Partner or Counsellor using the Australia Edumerge Platform to submit Applications.
• “Third-Party Content” means content that is created by another organisation that may appear on a link to a third party’s website or terms which Is not associated or prepared by Australia Edumerge.
• “User” or “user”means the user of the Australia Edumerge Platform, including, but not limited to, all employees, representatives, consultants, contractors or agents who are authorized by you to use the Australia Edumerge Platform for your benefit.
• “You” or “your”means you or the person or entity accessing the Australia Edumerge Platform and/or receiving the Services.

2. Application of these Terms and Conditions

These Terms and Conditions apply to your access to and use of the Australia Edumerge Platform and the Services offered through the Australia Edumerge Platform. Subject to your compliance with these Terms and Conditions, we will use all reasonable efforts to make the Australia Edumerge Platform available for your use.

3. Changes to Terms and Conditions and the Australia Edumerge Platform

Except where expressly prohibited by any applicable laws in Australia, we may update our Terms and Conditions at any time by posting a new version on the Australia Edumerge Platform. It is your responsibility to monitor the Australia Edumerge website for any such changes.
Your continued access (and/or including you instructing an authorised agent to act on your behalf) and/or use of the Australia Edumerge Platform after any changes to these Terms and Conditions or capabilities or changes to the Australia Edumerge Platform indicates your acceptance of all such changes. Similarly, we reserve the right to change, suspend or terminate the Australia Edumerge Platform at any time, including the availability of any Content, without notice, including:

• For scheduled maintenance and improvements;
• If you breach any provision of these Terms and Conditions;
• To address any emergency security concerns; and/or
• To investigate any privacy breaches or suspected privacy breaches of our website or databases.

4. Registration and Account Information

To access the Australia Edumerge Platform, either you or your appointed agent will required to register for a user account prior to using the Australia Edumerge Platform.
You agree to provide us accurate, current and complete information on registration and to update your information as necessary.
Australia Edumerge reserves the right to suspend or terminate your account or otherwise deny access or authorisation to your account (including to your appointed agent) if we have reason to believe your information or documentation (or the information or documentation you provide) is either:

• inaccurate;
• outdated;
• incomplete;
• false and misleading;
• licence is suspended or cancelled; or
• termination of the business.

We may, at our sole discretion either accept or reject your registration, request to access, or use the Australia Edumerge Platform, and suspend or terminate your account for any reason(s) set out in this Agreement.
You are entirely responsible for maintaining the confidentiality of your password and other personal information provided to us(“Access Information”)
We are not responsible for any actions taken by any other person(s) or entity (or entities) using your Access Information.

5. License to Use the Australia Edumerge Platform

Subject to all terms and conditions in the Agreement with Australia Edumerge and any restrictions contained in the Content, we grant to you a personal, non-exclusive, revocable, non-transferable license to access the Australia Edumerge Platform solely for the purposes of accessing or using the Services and Content available to you via our website and platform provided you use the platform solely for its intended purpose.
Any breach of these terms and conditions, Australia Edumerge will revoke your License.

6. Your Data & Information

By visiting or engaging with Australia Edumerge’s Platform or Services and website in general, you understand that your personal data and information may be collected for various purposes and you understand that any personal information that you share with Australia Edumerge will be processed in accordance with our Privacy Policy – see [Click]
Australia Edumerge reserves the right at all times to disclose any Personal Information it deems necessary to satisfy any Applicable Privacy Laws, legal processes or Court or Tribunal order(s) as well as disclosing personal information to our Professional advisors in connection to the aforementioned grounds.
Your personal information can be collected and used as follows:

Any time Australia Edumerge requests to collect, use, disclose, store or destroy your Personal Information, Australia Edumerge will provide an explanation of why we need that information from you, and collect consent prior to collecting your Personal Information. The purposes for which your Personal Information will be collected are covered in this Agreement and in Australia Edumerge’s Privacy Policy.

When Australia Edumerge collects information about you from any third party, Australia Edumerge relies upon the third party to provide you with clear notice of how your data, as outlined in their Privacy Policy or statement and how that will be used by Australia Edumerge, in collecting all relevant consent and permission prior to collecting your information and sharing it with Australia Edumerge as outlined in our Privacy policy.

Terms for specific cases:
If you are a visitor to Australia Edumerge’s Platform; with your consent, Australia Edumerge may request to collect cookies and metadata for the purpose of analytics, third party tracking and account management should we elect to implement such services from time to time;

If you are a prospective student or Student using Australia Edumerge’s Platform to process an Application; with your consent, Australia Edumerge may request additional Personal Information to process your Application to an Education Institute including, but not limited to:

• name information;
• contact information;
• citizenship and legal status;
• gender;
• date of birth;
• home and mailing addresses;
• marital status;
• emergency contact information;
• financial information;
• education qualification;
• employment information;
• educational information;
• Academic transcript(s);
• English language test score;
• passport details; and

information required for visa application, financial and medical information.

If you are a Recruitment Partner or other such authorised agent using the Australia Edumerge Platform and/or Services to manage Students and Student Applications - Australia Edumerge may request additional Personal Information for the purpose of research analytics and account management.

For all other information about how we protect and store information about individuals under Australian Privacy laws, please refer to our privacy policy.

7. Australia Edumerge Intellectual Property Protection

• These terms and conditions constitute an agreement for access to and use of the Australia Edumerge Platform.
• For the avoidance of any doubt, you are not granted a license of this (or any ownership) of software by this Agreement.
• The Australia Edumerge Platform and the Content is owned by us or our third-party licensors, who retain all rights, title and interest therein.
• The Australia Edumerge Platform and the Content within the platform is protected by Australian copyright and trade-mark laws.
• In addition, other Australian intellectual property laws (including patent laws) and treaties may protect the Australia Edumerge Platform.
• For the avoidance of any doubt, you do not acquire (nor ever will acquire) any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, designs, confidential information, or trade secrets (whether registered or unregistered) relating to the Australia Edumerge Platform, or any part of the platform or website thereof, including to any changes that occur from time to time.
• Any rights not expressly granted under this Agreement are reserved to us or our third-party licensors.
• We expressly reserve all rights in the Australia Edumerge Platform, including all content. You acknowledge that all rights, title and interest in the Australia Edumerge Platform, including, without limitation, the Content, all other derivative works thereof, and all intellectual property rights therein will remain with us (or other such third-party if applicable).
• You or your authorised agent or other such nominated party acting on your behalf) hereby expressly agree not to copy, rent, lease, sell, distribute, or create any derivative works (however minor) based off the Australia Edumerge Platform or the Services we provide in whole or in part, by any means, except as expressly authorised in writing by Australia Edumerge or an authorised delegate of Australia Edumerge. Any breach of this provision will constitute a major breach of these terms and conditions and will result in an immediate permeant suspension of the platform.
• Australia Edumerge reserves the right to commence legal proceedings against you and will seek damages for breach of these terms plus damages.

8. Term and Termination

The term of these Terms and Conditions will commence on the earlier of the date when you have:

1. accepted these Terms and Conditions; or
2. on the date you first access or use the Australia Edumerge Platform.

These Terms and Conditions will continue until terminated by either Party in accordance with these Terms and Conditions.
We may terminate these Terms and Conditions for convenience, at any time, by providing written notice to you.
Upon any termination or expiry of this Agreement for any reason (whether by you or by us), you must cease all use of the Australia Edumerge Platform.
Termination or expiry of this Agreement, for any reason, does not affect your payment obligation(s) for any fees accrued or payments owing to Australia Edumerge prior to the effective date of termination or expiry.
Failure to pay Australia Edumerge any service fee, invoice or other such fee incurred from engaging us is not rectified within seven (7) days will automatically constitute a breach of these terms and conditions.
The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
Any provision of this Agreement which expressly states that it is to continue after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement. Shall not merge on termination or expiry.

9. Disclaimers

1. DISCLAIMER OF IMPLIED WARRANTIES:
   The Australia Edumerge Platform is made available on an “as is” basis, with all faults and without any warranties, representations or condition(s) of any kind. To the maximum extent possible Australia Edumerge disclaims all express, implied, collateral or statutory warranties, representations or conditions, whether written or oral, including any implied warranties of merchantability, title, noninfringement, security, reliability, completeness, quiet enjoyment, accuracy, currency, timeliness, quality, integration or fitness for a particular purpose.
2. YOUR RELIANCE ON THE AUSTRALIA EDUMERGE PLATFORM AND CONTENT
   We have no special relationship with or fiduciary duty to you, and you acknowledge that we have no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Australia Edumerge Platform, including how you or any other user may interpret or use content accessed or developed through the Australia Edumerge Platform, or what actions you may take as a result of having been exposed to content obtained through the Australia Edumerge Platform.
   We will have no liability whatsoever respecting any claim by you or any third party whose content is collected in your use of the Australia Edumerge Platform, whether related to privacy or otherwise, in relation to our use of your data to provide the Australia Edumerge Platform.
   By using our platform, services and website, you also acknowledge and agree that the Australia Edumerge Platform contains information, data, documents, pages, images, links, content and other materials made available by third parties (such content, “third party content”).
   The Australia Edumerge Platform may provide links to third party websites, including to educational institutions. these links are provided solely for your convenience and for the convenience of other users of the Australia Edumerge Platform. We do not endorse the information, products or services described on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose.
   It is your responsibility to ensure that the course (or courses) that an education institute offer(s) are desirable and meet your own criteria.
   The content from the Australia Edumerge Website to another website or platform is not under our control and does not form part of the Australia Edumerge Platform. if you choose to access any such website, you do so entirely at your own risk.
   Under no circumstances will we be liable for any loss or damage caused by your reliance on content obtained through use of the Australia Edumerge Platform, including any third party linked site (including any opinions, suggestions, statements or advice).
   it is your responsibility (or the responsibility of your appointed agent) to evaluate the accuracy, completeness and usefulness of any content provided on our platform that is relevant to your own specific circumstances.
3. SERVICE PROVIDERS
   Although we have made all reasonable efforts to verify that our agreements with service providers are reasonably protective of your data, you acknowledge that we have no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You release us from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
4. UNAUTHORISED USE
   We are not responsible or liable in any way for any use of the Australia Edumerge Platform (authorised or unauthorised) by any third party accessing the Australia Edumerge Platform using your Access Information, and you accept all responsibility for such use of the Australia Edumerge Platform and any consequences resulting from such use of the Australia Edumerge Platform.
5. TIME SENSITIVE MATTERS
   You agree that we will not be liable for any claims or damages arising from such use if you use the Australia Edumerge Platform for a time sensitive matter.
6. CONFIDENTIALITY OF COMMUNICATIONS
   We cannot and do not guarantee the full confidentiality of any communications made by you through the Australia Edumerge Platform, over the internet and/or over the telephone.
   While Australia Edumerge generally adheres to accepted industry practices within Australia in relation to securing the transmission of data to, from and through the Australia Edumerge Platform, you understand, agree and acknowledge that we cannot and do not guarantee the security of any data transmitted over the Internet or public networks in connection with your use of the Australia Edumerge Platform.

USE OF THE AUSTRALIA EDUMERGE PLATFORM IS SOLELY AT YOUR OWN RISK.

10. Prohibited Conduct

You must not do anything or attempt to do in relation to the to Australia Edumerge Platform that is:

• unlawful;
• prohibited by any laws applicable to our Site which we would consider inappropriate; or
• which might bring Australia Edumerge, our Website into disrepute, including (without limitation):
• anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• using our Site to defame, harass, threaten, menace or offend any person(s);
• interfering with any user using our Site;
• tampering with or modifying our Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Site, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Site;
• using our Site or your account to send unsolicited email messages to us or a third party (including from an authorised agent); or facilitating or assisting any third party to do any of the above acts.

11. Indemnities

You agree to defend and indemnify us, our affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents (the “Australia Edumerge Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the Australia Edumerge Parties from or relating to:

• your use of the Australia Edumerge Platform contrary to these Terms and Conditions or any other related documentation or guidelines made available by us;
• any reliance on any Content obtained by you through the Australia Edumerge Platform;
• your breach of these Terms and Conditions;
• the infringement, breach or misappropriation by you, or any third-party obtaining access to the Australia Edumerge Platform through your Access Information, of any intellectual property or other right of any third person or entity; and
• any data, information, documents or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make the Australia Edumerge Platform available to you.

In the event of any Claims, we will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. We will have the right to participate in the defence of any Claim with legal counsel of our own choosing. In addition, you will not enter into any settlement of any such Claim without our prior written consent, including if our rights would be impaired.

12. Limitation of Liability

To the maximum extent permitted under law, in no event will we be held liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any direct, indirect, incidental, consequential, special, exemplary or punitive damages; or lost profits, loss of use, loss of data, information, personal injury, fines, fees, penalties or other liabilities, in each case, whether or not we were advised of the possibility of such damages, resulting from or related to the Australia Edumerge Platform or these terms of and conditions to the extent that the foregoing limitation is not permitted by applicable law, in no event will our total aggregate liability in connection with or under these terms and conditions, or your use of, or inability to make use of, the Australia Edumerge Platform, exceed $100.00. The existence of one or more claims under these terms and conditions will not increase this maximum liability amount in any way.

Nothing in this Agreement limits our liability for fraud, personal injury or death to the extent found to be caused by our gross negligence or wilful misconduct. The limitations specified in this Clause will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13 General Terms

1. Interpretation
   Except as otherwise stated, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.”

   The headings of Clauses of this Agreement are for reference purposes only.

   Any rule of construction to the effect that any ambiguity in this Agreement will be construed against the drafting party will not be applied to the interpretation of this Agreement.

2. Independent Service Provider
   The relationship between you and Australia Edumerge is that of an independent service provider. Nothing contained herein will be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between you and us. Unless expressly authorised by Australia Edumerge in writing, you will neither act nor purport to be acting as a legal agent of Australia Edumerge, nor enter into any agreement on behalf of Australia Edumerge or otherwise bind or purport to bind Australia Edumerge in any manner whatsoever.
3. Force Majeure
   Neither Party will be liable for delays caused by any event beyond its reasonable control, including acts of God/Natural Disasters, any COVID-19 pandemic-related delays, any another future pandemic related delays or epidemic related delays, and/or outcomes, except non-payment of amounts due under this Agreement will not be excused by this provision.
4. Survival
   Rights and obligations which have accrued or arisen under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions without prejudice.
   
   All provisions of these Terms and Conditions which by their nature should survive in order to give effect to the Terms and Conditions, shall survive termination or expiration, including ownership, confidentiality covenants, warranties, indemnities and limitations of liability.
5. Assignment
   You cannot assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent at any time and in any manner we consider appropriate.
   
   Any assignment in violation of this Clause will be immediately void. These Terms and Conditions will be binding upon permitted assignees. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
6. Notices
   Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or Australia Edumerge at the respective addresses as advised in writing.

   Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed:

   • upon delivery by hand; or
   • seven (7) business days after being sent by registered post; or
   • upon delivery by courier, as evidenced by the courier receipt; or
   • upon successful receipt confirmation report after being sent by facsimile; or
   • if sent by email, upon receipt by the sender of a delivery receipt confirmation.

7. Non-Waiver
   No waiver by either Party of any default, breach, omission or non-compliance of the other Party under these Terms and Conditions will be effective unless in writing and signed by the waiving Party. Our non-enforcement of any of these Terms and Conditions or under any Applicable Law shall not constitute a waiver of any enforcement rights of the same or different nature at any time in the future.
8. Severability
   If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
9. Governing Law
   Australia Edumerge’s Terms and Conditions are to be governed by the laws of Victoria and the applicable laws of Commonwealth of Australia.
   All disputes arising out of or in connection with these Terms and Conditions shall be resolved exclusively in the jurisdiction and venue of the courts in Victoria, Australia.
10. Entire Agreement
    This Agreement constitutes the entire agreement between the Parties and, subject to the precedence language on the first page of these Terms and Conditions or as otherwise set out in another agreement with us, supersedes all previous agreements and understandings relating to the subject matter hereof.
11. Electronic Agreement
    You acknowledge that by clicking on the “I AGREE” button (or similar buttons or links to show your acceptance of this Agreement and/or your agreement to use the Australia Edumerge Platform), you are entering into a legally binding contract.

Contact

Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Australia Edumerge or its business, should be directed to us via the following platforms:

Email :
contact@australiaedumerge.com

Telephone :
+61 431 568 243

Post
Australia Edumerge
Suite 310, 65 Victor Crescent
Narre Warren VIC 3805