Terms of Use - e-English

1. About e-English

Thank you for visiting our Terms of Use (Agreement), we are e-English Pty Ltd ACN 640 218 417 of 17 Chapman Road, Rapid Creek, Darwin NT 0810 (e-English, we, our, us and other similar terms). We provide industry-specific English courses to improve your employability and advance your career via a platform known as the e-English Platform (e-English Platform).

This Agreement outlines the terms and conditions associated with your use of the e-English Platform. It is your obligation to ensure that you have read, understood and agree to the most recent terms available.

2. Forming an Agreement with us

2.1 Accepting this Agreement

By creating an Account for the e-English Platform, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using the e-English Platform.

If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

If you’re under the age of 18, you must have your parent or guardian’s consent to this Agreement, and they must enter into this Agreement on your behalf. Notwithstanding anything to the contrary, a parent or guardian may create an account on behalf of a dependent minor,

2.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 15.1. They aid to clarify the terms and conditions. Please feel free to email us at info@e-english.com.au if you have any questions.

3. How long you may access the e-English Platform

3.1 Subscription Period

This Agreement will commence when you create an Account for the e-English Platform and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 13. The Subscription Period is set out in the Subscription Plan and may differ depending on which Subscription Plan you sign up to.

3.2 Automatic renewal

Some Subscription Plans have an auto renewal feature. Where you subscribe to an auto renewing Subscription Plan this Agreement will automatically renew for a period equal to the current Subscription Period.

Either party may terminate this Agreement in accordance with clause 13, prior to the expiry of the then current Subscription Period, in which case the Agreement will not renew.

4. Your right to access the e-English Platform

4.1 Licence to access the e-English Platform

We grant you a non-transferrable, non-exclusive and revocable licence to access the e-English Platform for the Subscription Period, subject to the terms and conditions of this Agreement.

The grant of the licence to access the e-English Platform is subject to and conditional upon you purchasing, and maintaining a subscription to, one of our Subscription Plans.

The licence is unique to you and you must not let any other person access or use your Account.

4.2 Our right to suspend

We reserve the right to limit or suspend your licence to access the e-English Platform if you fail to pay the Subscription Fee, if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement or if you allow other people to access your Account.

Suspending your account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.

5. Payment

We will provide you with a tax invoice for the Subscription Fee, which you agree to pay in accordance with the Payment Terms.

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars. Those prices are inclusive of Australian GST, but exclusive of withholding taxes, value added taxes, duties and charges imposed or levied overseas, in connection with this Agreement (Taxes).

You are solely responsible for paying any Taxes, bank fees, and charges applied by the payment gateway provider, which arise from this Agreement.

6. Requirements for use

6.1 Access

You acknowledge and agree the e-English Platform will only be accessible using the internet, by users with a valid Account and will not be available “locally” from your own servers or devices.

6.2 Support

Support for the e-English Platform is provided via our support team, who may be contacted via info@e-english.com.au

6.3 E-English Platform outages and system maintenance

If it is necessary to interrupt your use of the e-English Platform, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, the e-English Platform will be unavailable.

You acknowledge access to the e-English Platform may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to the e-English Platform which may change the interface and manner in which it functions.

You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.

7. Your use of the e-English Platform

7.1 Registering an Account

In order to use the e-English Platform, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.

We reserve the right to reject any new Account in our absolute discretion.

7.2 Account security

Maintaining the security of your Account is important to ensuring your Personal Information. We work hard to keep the e-English Platform secure and we ask you to contribute.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account.

You are responsible for the activities undertaken using your Account which occur via the e-English Platform, whether such activities are authorised by you or not.

7.3 Lawful use of the e-English Platform

You undertake not to upload, store or access any data on the e-English Platform if such access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance in Australia or the jurisdiction in which you operate).

7.4 Conduct which is expressly prohibited

You may only acquire and make use of the e-English Platform for the sole purpose of learning English. You must not use or include any part of the e-English Platform in any service bureau, public performance, training program or other fee generating service offered to third parties

You must not:

(a) In any way tamper with, hinder or modify the e-English Platform;

(b) Use the e-English Platform directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends our personnel or any other person;

(d) Use the e-English Platform in any way which could be reasonably expected to interfere with or damage our systems, any other operator’s systems, or another user’s enjoyment of the e-English Platform; or

(e) Attempt, facilitate or assist another person to do any of the above acts.

8. Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

9. Intellectual Property

We warrant we own or have a licence to use the Intellectual Property in the e-English Platform.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

(a) Create an adaptation or translation of, all or part of the e-English Platform in any way;

(b) Use the e-English Platform in a manner which may infringe any other persons Intellectual Property;

(c) Incorporate all or part of the e-English Platform in any other webpage, site, application or other digital or non-digital format; or

(d) Except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture or content contained in the e-English Platform.

10. Warranties

We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that the e-English Platform is fault free, regarding the e-English Platform’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, the e-English Platform including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

Limitation of Liability

11. Implied Conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

11.1 Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a) The e-English Platform being inaccessible for any reason;

(b) Computer virus, trojan and other malware in connection with the e-English Platform;

(d) The occurrence of an Event of Force Majeure; or

(e) Your breach of this Agreement.

11.2 Limits to liability associated with goods and services

Where a Non-excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to:

(a) In the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and

(b) In the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

11.3 Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of the e-English Platform, including any costs arising from your breach of this Agreement, your infringement of any third party Intellectual Property rights associated with this Agreement, any harm to, claim or action by a third party (including to that third party’s personal property) which arise directly or indirectly from your use of the e-English Platform and your breach of any law including, Privacy Law.

12. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 12 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 12. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 12 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

13. Termination

13.1 Termination

Either party may terminate this Agreement by providing the other party notice in writing. Termination will take effect, at the end of the then current Subscription Period and no further renewals will take place.

If you wish to terminate this Agreement you may do so by sending us an email to info@e-english.com.au or cancelling your subscription via your account. If we terminate this Agreement, we will send you notice to the email associated with your account. The parties acknowledge and agree the methods set out in this clause constitute notice in writing.

13.2 Termination for cause

Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

13.3 Actions upon termination

Upon termination: you must immediately stop using the e-English Platform, we reserve the right to permanently erase any data associated with your Account and you will no longer have access to your Account.

14. General

Assignment – We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.

Entire Agreement – This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.

Governing law – The laws of the Northern Territory govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.

Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability – Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.

Variations to this Agreement – We may vary this agreement by giving one month written notice to you. If you do not accept the terms of the variation you may terminate your subscription in accordance with clause 13.1.

15. Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or e-English Platform Account means the username and access credentials used when you or your personnel access the e-English Platform.

Agreement means these terms and conditions and any document incorporated into them by reference.

Cancellation Notice means a notice sent by either party, in accordance with clause 13, requesting the termination of this Agreement.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Plan selected.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Renewal Date means a date one calendar month after the beginning of the then current Subscription Period.

Subscription Fee means the monthly price for the e-English Platform Subscription Plan as set out on our Website.

Subscription Plan means one of the Subscription Plans advertised on our Website from time to time which sets out the price, term and details of the learning facilities made available to you including any lessons, events and learning resources.

Subscription Period means the period of time for which you will have access to the e-English Platform.

You or your means the person or entity using the e-English Platform.

Us, we or our means e-English Pty Ltd ACN 640 218 417.

Website means the website located at https://e-english.com.au and any of its subdomains.