CUSTOM LEARNING SOLUTIONS WEBSITE TERMS AND CONDITIONS

Welcome to Custom Learning Solutions! We provide tailor-made e-learning software designed to empower businesses with seamless, engaging and effective training experiences. We provide customisable learning management systems (LMS), interactive training modules, AI-powered analytics, and integration-ready solutions that fit seamlessly into your existing workflows.

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer or employee/s) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Custom Learning Solutions Pty Ltd (ABN 50 685 023 492).

These Terms and Conditions (Terms) apply when you use our website, https://customls.com.au. You agree to be bound by these Terms, which form a binding contractual agreement between you and us. If you don't agree to these Terms, you must refrain from using the Website.

1. ACCESS & USE

1. (a)You must only use our Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with the Terms and any applicable laws.
2. (b)We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ACCOUNTS

1. (a)To view certain content and access additional features on the Website, such as our platform, you and/or your employer may be required to sign-up, register and receive an account through the Website (an Account).
2. (b)As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, and other information as determined by us from time to time.
3. (c)You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
4. (d)Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account. At that time, our additional Software Terms and Conditions will apply.
5. (e)We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these Terms.

3. YOUR OBLIGATIONS

You must not:

1. (a)copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without our express consent;
2. (b)use the Website for any purpose other than the purposes of browsing or signing up for our Services;
3. (c)use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
4. (d)use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
5. (e)use the Website with the assistance of any automated scripting tool or software;
6. (f)act in a way that may diminish or adversely impact our reputation, including by linking to the Website on any other website; and
7. (g)attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
   1. (i)gaining unauthorised access to the software code, Website accounts or data;
   2. (ii)scanning, probing or testing the Website for security vulnerabilities;
   3. (iii)overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
   4. (iv)instigate or participate in a denial-of-service attack against the Website.

4. INFORMATION ON THE WEBSITE

While we will use our best endeavours to ensure the Website is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

1. (a)the Website may have errors or defects;
2. (b)the Website may not be accessible at times;
3. (c)messages sent through the Website may not be delivered promptly, or delivered at all;
4. (d)information you receive or supply through the Website may not be secure or confidential; or
5. (e)any information provided through the Website may not be accurate or true.

We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.

5. POSTED MATERIALS

5.1 WARRANTIES

By providing or posting any information, materials or other content on the Website ( Posted Material), you represent and warrant that:

1. (a)you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
2. (b)the Posted Material is accurate and true at the time it is provided;
3. (c)the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
4. (d)the Posted Material is not "passing off" of any product or service and does not constitute unfair competition;
5. (e)the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
6. (f)the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Website or any network or system; and
7. (g)the Posted Material does not breach or infringe any applicable laws.

5.2 LICENCE

1. (a)You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use or otherwise enjoy the benefit of such Posted Material.
2. (b)If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights.
3. (c)You indemnify us against all damages, losses, costs and expenses incurred by us arising out of any third party claim that your Posted Material infringes any third party's Intellectual Property Rights.

5.3 REMOVAL

1. (a)We may, in our absolute discretion, review and remove any Posted Material at any time without giving any explanation or justification for removing the Posted Material.
2. (b)You agree that you are responsible for keeping and maintaining records of Posted Material.

6. INTELLECTUAL PROPERTY

1. (a)We retain ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software including the code) (Website Content) and reserve all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
2. (b)You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Website by us.
3. (c)You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from us or as permitted by law.

7. SECURITY

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

8. REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

9. PRIVACY

You agree to be bound by our Privacy Policy, which can be found here.

10. LIABILITY

We make no warranties or representations about this Website or any of its content and will not be responsible to you or any third party for any direct or consequential loss suffered in connection with the use of this Website. To the maximum extent permitted by law, we each exclude each other from any liability that may arise due to your use of our Website and/or the information or materials contained on it.

11. GENERAL

11.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

11.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

11.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

11.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

11.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

11.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

11.7 INTERPRETATION

1. (a)(singular and plural) words in the singular includes the plural (and vice versa);
2. (b)(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
3. (c)(person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
4. (d)(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
5. (e)(headings) headings and words in bold type are for convenience only and do not affect interpretation;
6. (f)(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision;