These Online Course Terms and Conditions (Terms), together with any Client Form (defined in clause 1), set out the agreement (this ‘Agreement‘) under the terms of which IMG4IMGS Pty Ltd ABN 39 668 455 794 (IMG4IMGS) provides the Online Course to you or the company which you represent (the ‘Client‘).
1 CLIENT FORM, THIS AGREEMENT
(a) These Terms will apply to all the Client’s dealings with IMG4IMGS, including being incorporated into all agreements, quotations or orders under which IMG4IMGS is to provide services to the Client (each a ‘Client Form‘) together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).
(b) The Client will be taken to have accepted this Agreement if the Client accepts a Client Form, or if the Client orders, accepts or pays for any services provided by IMG4IMGS after receiving or becoming aware of this Agreement or these Terms.
(c) In the event of any inconsistency between these Online Course Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency.
2 ONLINE COURSE
2.1 ACCESS AND ACCOUNTS
(a) In consideration for the payment of the fees set out in a Client Form (Fees), IMG4IMGS will provide the Client with access to the online course set out in the Client Form (Online Course).
(b) The Online Course is provided to you via live and/or pre-recorded videos (Videos) and associated course information and materials (Materials).
(c) The Online Course (including pre-recorded Videos and Materials) is delivered using a third party platform being either Learnyst or Thinkific (each a Portal).
(d) To access the Online Course you must create an account with us, the Portal and any other third parties we use to deliver the Online Courses (collectively Accounts).
(e) When creating an Account with us, you will need to provide personal information and details including your name, email address, a password, contact details and billing information. You warrant that all such information will be accurate, honest, correct and you will keep this information up-to-date.
(f) After you have created an Account with us, we will create an Account on the Portal for you. We will provide to you the login details for the Account and a unique link to access the Online Course.
(g) For any Accounts created with third parties, you will also need to agree to that third party’s terms and conditions. We use a range of third parties to deliver the Online Course, including but not limited to, Learnyst, Thinkific, Zoom.
(h) You are responsible for managing your Accounts and ensuring that only you access and engage with the Online Course and you do so in an appropriate manner.
2.2 TERM
(a) Each Online Course runs for a specified period of time (Term). The Term for each Online Course will be set out on the Website and/or Portal.
(b) Once we have received payment of the Fees, or (if applicable) payment of the first instalment, you will be granted access to the Online Course through the Portal.
(c) Regardless of the Term of the Online Course, you will be provided with access to the Portal (including Videos and Materials) for a limited time period specified in the enrolment email from the Course Start Date.
2.3 MATERIALS AND VIDEOS
(a) All Materials and Videos are owned or licenced by us.
(b) You are granted a non-exclusive, non-transferrable, revokable licence to use the Materials and Videos for the Term of the Online Course.
(c) Your licence to use the Materials and Videos is limited to your own personal use and for completing the Online Course. You must not reproduce, transmit, adapt, distribute, sell, modify or publish the Materials and Videos or use it for any other reason.
(d) We will only revoke your licence and terminate your Account with us and the Portal if we suspect, for any reason, in our sole discretion, that you are misusing the licence, for example by distributing the Online Course to other people or giving access to your Account to other people, you are making commercial use of or infringing our Intellectual Property Rights in the Online Courses, or if you do not comply with these terms. In the event your licence is revoked, and your Account with us or the Portal is terminated, you will not be entitled to a refund of the Fees.
3 DISCLAIMER
You acknowledge and agree that:
(a) the Online Course serves as a resource for medical knowledge and skill enhancement. You acknowledge and agree that it does not constitute formal medical training or replace professional medical education required for practice in Australia;
(b) completion of the Online Course does not confer an Australian medical qualification or substitute for the mandatory licensing or certification needed to practice medicine within Australia. Participants are advised to seek appropriate accreditation and licensure from Australian medical regulatory bodies;
(c) while the Online Course aims to provide comprehensive medical information, participants are responsible for verifying and applying this knowledge within the context of Australian medical practice standards and regulations;
(d) information provided in the Online Course is educational and not intended as medical advice. It is imperative for healthcare professionals to rely on their clinical judgment and seek professional consultation in making patient-related decisions;
(e) medicine is an evolving field. The Online Course reflects information available at the time of creation and may not encompass all recent developments or practices. Continuous professional development and staying updated with current medical guidelines are crucial;
(f) completion of the Online Course does not entitle you to practice medicine professionally in Australia or obtain official medical credentials recognized by Australian medical regulatory bodies; and
(g) completion of the Online Course does not guarantee that you will be able to gain successful accreditation, certification or licensing within Australia.
4 SESSIONS
4.1 ONE-ON-ONE AND GROUP SESSIONS
(a) The Online Course may also be delivered through and include:
(i) one-on-one video and/or audio sessions with us (One-on-one Sessions); and/or
(ii) group video and/or audio sessions with us and other users (Group Sessions).
(b) You are entitled to a limited number of our One-on-one Sessions and/or Group Sessions with us during the Term, which we will communicate to you (Sessions).
(c) For Group Sessions, dates and times for the Session and instructions for attending the Session will be set out on the Portal. You must use the relevant video or audio conferencing software to attend any live Group Sessions.
(d) For One-on-one Sessions, you will be provided a link (on the Website and/or Portal) to book an appointment with us.
(e) We may reschedule a Session at any time for any reason. Rescheduled dates and times will be set out on the Portal and/or to be notified to you via email or other appropriate method.
(f) We will use our best efforts to ensure all live Group Sessions are recorded and made available on the Portal however due to technical issues, we cannot guarantee that all live Group Sessions will be recorded without issue and made available on the Portal.
4.2 YOUR OBLIGATIONS
(a) (Timing) It is your responsibility to ensure you a One-on-one Session or Group Session at the agreed time. The Session will end at the scheduled time, regardless of whether or not you attend on time.
(b) (Third Party Platform) A One-on-one Session or Group Session may occur via a third party application (Third Party Platform), which we will notify you of through the Website and/or Portal. We recommend downloading the Third Party Platform prior to the session’s scheduled start time. By participating in a One-on-one Session or Group Session you agree to the Third Party Platform’s terms and conditions.
(c) (Third Party Platform Issues) Any technical or other issues with the Third Party Platform should be directed to the Third Party Platform to troubleshoot the issue. We will not be liable for any loss or damage suffered as a result of or in connection with issues experienced on the Third Party Platform.
(d) (No Recording Sessions) You must not make any audio or video recording of any part of any One-on-one Session or Group Session, unless otherwise agreed by us in writing.
4.3 SESSION CANCELLATION
If you have booked in a time for a in person session and you:
(a) notify us more than 4 weeks before the session time that you wish to cancel or reschedule, you will be entitled to a replacement session at a different time, as agreed between us and you; or
(b) notify us less than 4 weeks before the session time that you wish to cancel or reschedule, then you will not be entitled to a replacement session
4.4 RECORDING OF YOUR SESSION
(a) You acknowledge and agree that Group Sessions may be recorded (by audio and/or video) and/or transcribed for our internal use (Recordings & Transcriptions).
(b) We will not record or transcribe One-on-one Sessions.
(c) We may use Recordings & Transcriptions for any internal purpose as we see fit, without notice to you.
5 PAYMENT
(a) (Fees) The Client must pay to IMG4IMGS fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing (Fees).
(b) (Payment method) The Client must pay Fees using the fee payment method specified in the Client Form.
(c) (GST) Unless otherwise indicated, amounts stated on the Website include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice to you.
(d) (Card surcharges) We reserve the right to charge credit card surcharges in the event that payment of the Fees are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(e) (Online payment partner) We may use third-party payment providers such as Stripe (Payment Providers) to collect payments for the Course. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider accessible Privacy Policy and, to the maximum extent permitted by law, we will not be liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
(f) (Pricing errors) In the event that we discover an error or inaccuracy in the Fees for your Online Course, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of enrolling in the Online Course at the correct Fees or cancelling your Online Course. If you choose to cancel your Online Course and the Fees have already been debited, the full amount will be credited back to your original method of payment.
6 COLLECTION NOTICE AND PRIVACY
(a) We may collect personal information about you in the course of providing you with our Online Course, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to be bound by the clauses outlined in our Privacy Policy.
7 INTELLECTUAL PROPERTY
7.1 OUR IP
Intellectual Property Rights in the Online Course and our Services and any other related information or materials (materials) are owned or licensed by us. Except as permitted under applicable laws, no part of the material can be reproduced, adapted, distributed, displayed, transmitted or otherwise exploited for any commercial purposes without our express written consent.
You will not under these terms acquire Intellectual Property Rights in any of Our IP.
7.2 DEFINITIONS
For the purposes of this clause 7:
(a) “Our IP” means all materials owned or licensed by us and any Intellectual Property Rights attaching to those materials.
(b) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
8 PUBLISHING PHOTOS ONLINE OR ON SOCIAL MEDIA
Subject to your agreement of non-disparagement of us and the Online Course, you may publish general information about what you have learnt from the Online Course, online or on social media (or both), provided such information is general in nature and does not cover any of the actual content or information covered in the Online Course. We ask that you please provide accreditation to us by reference or hashtag if you make such a publication. We reserve the right to require you to remove any such publications or remove any accreditation to us.
9 DATA SECURITY
While we will use our best efforts to ensure that your information, data or other electronic materials (Data) that is being backed-up or stored as part of the Online Course will be stored securely, we will not be liable for any unauthorised use, destruction, loss, damage or alteration to the Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
10 THIRD PARTY SERVICES, CONTENT, TERMS AND WEBSITES
10.1 THIRD PARTY GOODS AND SERVICES
(a) To provide you with the Online Course, we may use goods or services provided third parties (including third party platforms) who have their own terms and conditions and policies (Third Party Terms).
(b) Provided we have notified you or given you a copy of the Third Party Terms, you agree to the Third Party Terms that apply to your use of the Online Course.
(c) To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms, including in relation to any fault or error of the Online Course.
(d) You have the right to reject any Third Party Terms but if you do, we cannot provide you with the Online Course and you will need to cancel in accordance with this agreement.
10.2 THIRD PARTY CONTENT
The Online Course may contain text, images, data and other content provided by a third party and displayed in the information provided through the Online Course (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
10.3 LINKS TO OTHER WEBSITES
(a) The Online Course may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Online Course does not imply our approval or endorsement of the linked website.
11 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 Online Course. You should take your own precautions to ensure that the process that you employ for accessing the Online Course does not expose you to risk of viruses, malicious computer code or other forms of interference.
12 REPORTING MISUSE
If you become aware of misuse of the Online Course by any person, any errors in the material in the Online Course or any difficulty in accessing or using the Online Course, please contact us immediately using the contact details or form provided on our Website.
13 SERVICE LIMITATIONS
While we will use our best endeavours to ensure the Online Course is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
(a) the Online Course may have errors or defects;
(b) the Online Course may not be accessible at times;
(c) messages sent through the Online Course may not be delivered promptly, or delivered at all;
(d) information you receive or supply through the Online Course may not be secure or confidential; or
(e) any information provided through the Online Course may not be accurate or true.
14 WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
15 LIABILITY
15.1 LIABILITY
(a) To the maximum extent permitted by law and subject to clause 15.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the value of the Fees paid for the Online Course.
(b) Clause 15.1(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of:
(i) clause 2.3(c); or
(ii) clause 7.1.
15.2 CONSEQUENTIAL LOSS
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us, except:
(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
16 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
17 TERMINATION
17.1 CHANGES TO YOUR ENROLMENT
(a) Within 24 hours from the Agreement Start Date, you have the right to terminate your enrolment in writing and receive a full refund for any Fees paid.
(b) After this initial 24-hour period, you enrolment becomes binding and cannot be changed by you subject to the provisions in this clause 17.
17.2 AUTOMATIC TERMINATION
Your Account will terminate automatically after the end of the Course Term (whether you have accessed the Online Course or not).
17.3 TERMINATION FOR BREACH
(a) Either party may terminate this agreement immediately by written notice if there has been a Breach of this agreement.
(b) A “Breach” of this agreement means:
(i) a party considers the other party is in breach of this agreement and notifies that other party;
(ii) the other party is given 10 Business Days to rectify the breach; and
(iii) the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.
17.4 EFFECT OF TERMINATION
Upon termination of this agreement:
(a) your access to the Online Course (including the Website, Portal and any other third parties we use for the Online Course) will be immediately revoked;
(b) if you terminate this agreement in accordance with clause 17.3 and you have already accessed the Online Course, then you must pay our pre-estimated genuine losses as a result of you terminating this agreement after already accessing the Online course.
(c) each party must return all property and Confidential Information to the other party;
(d) each party must comply with all obligations that are by their nature intended to survive the end of this agreement; and
(e) each party must stop using any materials that are no longer owned by, or licensed to, them when this agreement is terminated.
18 NOTICES
(a) A notice or other communication to a party under these terms must be:
(i) in writing and in English; and
(ii) delivered to the other party via email, to the email address most regularly used by the parties to correspond regarding the subject matter of these terms as at the date of these terms (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that the email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.
19 GENERAL
19.1 GOVERNING LAW AND JURISDICTION
These terms is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. 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.
19.2 WAIVER
No party to these terms 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.
19.3 SEVERANCE
Any term of these terms 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 these terms is not limited or otherwise affected.
19.4 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.
19.5 ASSIGNMENT
You cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party. We can assign the rights or novate these terms in whole or part without your consent, on notice which may be communicated electronically on the website or by email.
19.6 COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
19.7 ENTIRE AGREEMENT
These terms 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 these terms.
19.8 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (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;
(d) (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;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (these terms) 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 these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.