Binding Operation of these Terms and Conditions – These Terms and Conditions govern all access to and use of the Courses and operate in conjunction with any other terms and conditions governing your use of any Learning Management System through which the Courses are accessed and used. If there is any inconsistency or conflict between other terms and these Terms and Conditions then these Terms and Conditions will take precedence to the extent of any inconsistency or conflict.

DO NOT ACCESS OR USE THE COURSES UNLESS YOU ACCEPT THESE TERMS AND CONDITIONS. YOUR ACCESS TO OR USE OF THE COURSES WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT ACCESS AND/OR USE THE COURSES.

1. DEFINITIONS
In these Terms and Conditions, unless the contrary intention appears

1.1.  “Authorised User” means any person you authorise to access the Courses in accordance with these Terms and Conditions
1.2.  “Courses” means the library of Shortguide courses made available by the Licensor and in relation to which you will pay or have paid Fees
1.3.  “Fees” means the licence fees payable or paid by you to the Licensor or Sales Agent for access to the Courses
1.4.  “Initial Term” means the initial duration of the licence granted to you to access the Courses, which will typically be 12 months from the date of payment of the Fees.
1.5.  “Learning Management System” or “LMS” means the online platform on which the Courses is hosted. All matters relating to your access to and use of the LMS are outside the scope of these Terms and Conditions
1.6.  “Licensee” or “you” means the entity which has paid the Fees
1.7.  “Licensor” or “us” or “we” means Meechi Road Consulting Pty Ltd (ABN 43 600 161 779) trading as Shortguides
1.8.  “Sales Agent” means any entity acting on our behalf who sells you a licence to access and use the Courses
1.9.  “Restrictions” means any restrictions on the rights granted to access and use the Courses as specified prior to or at the time of purchase of the licence.

2. GRANT AND DURATION OF LICENSE

2.1.  The rights to access and use the Courses may be sold to you by the Licensor or a Sales Agent.
2.2.  Licensor hereby grants to the Licensee a personal, non-exclusive, non-transferable license to access the Courses in accordance with these Terms and Conditions for the duration of the Initial Term and subject to any Restrictions.
2.3.  Subject to payment of Fees, the Licensor will provide a SCORM compliant version of the Courses to you or your nominated LMS provider for installation on your LMS or on the LMS of that third party provider.
2.4  At the expiration of the Initial Term or any renewed term, the licence will automatically renew for a further term of 12 months unless the Licensee or Licensor gives not less than 30 days written notice to the other party that it does not wish the licence to renew. Upon renewal, the Licensee must promptly pay the then applicable Fees relating to the renewed term.

3. LICENSE CONDITIONS

3.1.  The Licensee must ensure that it and its Authorised Users comply with the requirements of these Terms and Conditions.
3.2.  The Licensee must not (and must ensure that its Authorised Users do not) (i) copy, modify, reproduce, hack, maliciously interfere with or attempt to alter the Courses (ii) assist any third parties to access the Courses (iii) reverse engineer, disassemble decompile, hack or maliciously interfere with any part of the Courses or LMS (iv) sub-license, sell, distribute, publish, transmit or otherwise make available to any third party any part of the Courses (v) Copy, reproduce or adapt any part or the whole of the Courses (vi) Modify or merge the Courses with any other software or material except as necessary to allow the Courses to be accessed by Authorised Users through the LMS.
3.3.  The Licensor is not be obliged to support the Courses, whether by providing advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise. The Licensor may modify, add to or remove from the Courses in its absolute discretion.
3.4.  The Licensee must not (and must ensure that its Authorised Users do not) provide its username and/or password to any third parties or in any way assist any third parties to access the Courses.
3.5.  The Courses are not sold to the Licensee and the Licensee does not acquire any right, title or interest (including without limitation copyright) in the Courses or any part thereof. All rights in the Courses whether existing or which may come into existence which are not specifically granted to the Licensee by these Terms and Conditions are expressly reserved to the Licensor. The Licensee agrees to execute any additional documents and do all things reasonably required by the Licensor to give effect to the provisions of this clause
3.6.  The Licensee understands and acknowledges that (i) a reliable Internet connection and LMS is required to access the Courses (ii) certain minimum technical specifications are required to access the LMS and the Courses. The Licensee is entirely responsible for ensuring it meets these minimum specifications.
3.7.  The Licensee must not do or omit to do or authorise any other person to do or omit to do any act which (i) would or might invalidate or be inconsistent with any intellectual property rights of the Licensor or (ii) would be in breach of or otherwise inconsistent with the moral rights of the authors of the Courses.
3.8.  The Licensee shall promptly inform the Licensor if the Licensee becomes aware of (i) any unauthorised use of the Courses (ii) any actual, threatened, or suspected infringement of any intellectual property rights of the Licensor in the Courses which comes to the Licensee’s notice and (iii) any claim by any third party coming to its notice that any part of the Courses infringes the intellectual property rights of any other person.

4. UPDATES AND NEW RELEASES

4.1. The Licensor is under no obligation under these Terms and Conditions to provide updates or new releases of the Courses to the Licensee. The Licensor reserves the right to update or alter the Courses at any time.

5. IMPLIED TERMS

5.1. Where legislation imposes any condition or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty (a “non-excludable term”), the non-excludable term shall be deemed to be included in these Terms and Conditions. The liability of the Licensor for any breach of a non-excludable term shall be limited, at the option of the Licensor, to one or more of the following (i) the replacement of relevant goods or the supply of equivalent goods or the resupply of the relevant services or the resupply of equivalent services (ii) the repair of such goods (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods or of obtaining equivalent services or (iv) the payment of the cost of having the goods repaired.
5.2. Subject to any non-excludable terms, any condition or warranty which would otherwise be implied in these Terms and Conditions is hereby excluded.

6. WARRANTIES AND LIABILITIES

6.1. The Licensor warrants that use of the Courses by the Licensee and its Authorised Users in accordance with these Terms and Conditions will not infringe the intellectual property rights of any other party.
6.2. The Licensee acknowledges that the Courses cannot be guaranteed to be error-free and further acknowledges that the existence of any such errors shall not constitute a breach of these Terms and Conditions.
6.3. Subject to any non-excludable terms, the Licensor shall be under no liability to the Licensee or any Authorised User, whether in contract, tort or otherwise, in respect of any loss or damage (including loss of data, production, interest, revenues, profits, business, contracts, anticipated profits, goodwill, business opportunities or any consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the Courses or these Terms and Conditions.
6.4. The Licensee warrants that it has not relied on any representations made by the Licensor that have not been stated expressly in these Terms and Conditions, or upon descriptions, illustrations or specifications contained in any document including publicity material produced by the Licensor or Sales Agent.
6.5. The Licensee shall at all times indemnify and hold harmless the Licensor and its related corporations and their respective officers, employees and agents (those indemnified) from and against any loss (including reasonable costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by (i) a breach by the Licensee of its obligations under these Terms and Conditions or (ii) the use of the Courses by or the acts or omissions of the Licensee or its Authorised Users.
6.6. Except as provided in clause 5, if the Licensor is liable to the Licensee notwithstanding the provisions of these Terms and Conditions, then the Licensor’s aggregate liability to the Licensee for all such claims shall be limited to an amount equal to the Fees paid by the Licensee for the current term, irrespective of whether the Licensee’s claim is based on breach of contract, negligence or otherwise.
6.7. The parties acknowledge that these limitations and exclusions of liability are reasonable in the context of the arrangements taken as a whole.
6.8. Subject to clause 5, the Licensor shall not be liable for any claim made more than 3 months after accrual of the cause of action in question.

7. TERMINATION

7.1. Without limiting the generality of any other clause in these Terms and Conditions, the Licensor may terminate these Terms and Conditions immediately by notice if (i) the Licensee is in breach of any term of these Terms and Conditions (ii) the Licensee becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration or (iii) the Licensee ceases or threatens to cease conducting its business in the normal manner.
7.2. If the licence expires or these Terms and Conditions are terminated, the Licensee must immediately cease all access to and use of the Courses by the Licensee and its Authorised Users and must cause the Courses and all copies of the Courses in its possession or in the possession of its LMS provider to be deleted.

8. ENTIRE AGREEMENT

These Terms and Conditions constitutes the entire agreement between the parties and supersedes all other prior representations, agreements, statements and understandings, whether verbal or in writing.

9. ASSIGNMENT AND NOVATION

The benefit of these Terms and Conditions shall not be assigned by the Licensee without the Licensor’s written consent. The Licensor may consent to the assignment or novation of these Terms and Conditions by the Licensee subject to such conditions as it chooses to impose. The Licensor may assign or novate these Terms and Conditions.

10. WAIVER

No right under these Terms and Conditions shall be deemed to be waived except by notice in writing signed by each Party. A waiver made by the Licensor will not prejudice its rights in respect of any subsequent breach of these Terms and Conditions by the Licensee. Any failure by the Licensor to enforce any clause of these Terms and Conditions, or any forbearance, delay or indulgence granted by the Licensor to the Licensee, will not be construed as a waiver of the Licensor’s rights under these Terms and Conditions.

11. REVISION OF TERMS

The Licensor may revise these terms at any time by written notice (including notice provided on the Website) and you will be bound by such revisions from the date on which the revisions take effect.

12. LICENSOR’S RIGHTS

Any express statement of a right of the Licensor under these Terms and Conditions is without prejudice to any other right of the Licensor expressly stated in these Terms and Conditions or existing at law.

13. SURVIVAL OF AGREEMENT

The covenants, conditions and provisions of these Terms and Conditions that are capable of having effect after the expiration or termination of these Terms and Conditions shall remain in full force and effect following the expiration of these Terms and Conditions.

14. SEVERABILITY

If any provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provisions which shall be deemed deleted.

15. GOVERNING LAW

Access to the Courses and these Terms and Conditions shall be governed by and construed in accordance with the laws in force in the State of Victoria. The Licensee irrevocably submits to the exclusive jurisdiction of the Courts of the State of Victoria in respect of all matters arising under or in connection with these Terms and Conditions.