ONLINE COURSE TERMS AND CONDITIONS

The Student wishes to engage the Supplier to provide the Online Course Services. The Supplier has agreed to provide the Online Course Services on the Terms set out in this document. The Student acknowledges and agrees that they have read, understood, and unconditionally accept, the Terms. The Terms constitute a legally binding Agreement between the Supplier and the Student.

1. INTERPRETATION OF THIS AGREEMENT

In the interpretation of this Agreement:

(a) references to any statutory instruments, agreements or documents includes any changes to those documents;

(b) the Student must perform their obligations by reference to the dates and times of the State or Territory as directed by the Supplier;

(c) if the Supplier is required to do a thing on a Saturday, Sunday, or Public Holiday, that thing may be done on the next business day;

(d) obligations under this Agreement affecting more than one party bind them jointly and each of them severally;

(e) a reference to the Supplier or the Student binds the administrators, executors, assigns, and transferees, of each party;

(f) “Agreement” means the Fee Proposal, these Terms, any variations to these Terms, and any documents or schedules referenced in, or incorporated into, this Agreement, by the Supplier, as may be amended from time to time by the Supplier;

(g) “Confidential Information” means all data, information, documents and records (including drafts, duplicates and extracts), in whatever form, whether verbal, written, visual, electronic or physical (together, the “information”) concerning the business of the Supplier, the Online Course Services, the Supplier in general, or any related body corporate or entity of the Supplier, including, without limitation:

(i) as a non-exhaustive list, any know-how, work product, recipes, ingredient lists, technical, commercial, supplier or customer information, data bases, codes, methodologies, techniques, software, programs, processes, statements, artwork, advertising, marketing and other manuals, formulae, formulations, designs, sketches, photographs, research, plans, drawings, forms, specifications, samples, reports, studies, improvements, findings, ideas, Intellectual Property, trade secrets, models, prototypes, products or concepts;

(ii) any financial, accounting or other information accessed by the Student relating to the business of the Supplier, or the Supplier, including anything disclosed by a third-party to the Supplier;

(iii) any information imparted in discussions, obtained through inspections or by any method from the Supplier or their officers, shareholders, agents, advisors, employees and/or contractors, whether before or after the parties entered into this Agreement;

(iv) any information marked as ‘confidential’, or which the parties are instructed is confidential or is to be kept confidential;

(v) any information disclosed to the Student which would, to a reasonable person, indicate it is information which, if disclosed to third-parties, may cause the Supplier to sustain loss or damage;

(vi) any information provided in relation to the Agreement;

(vii) but does not include information that is in the public domain;

(h) “Course Fees” means the fees, costs, charges, and any Membership Fees, payable by the Student to the Supplier, as set out in the Fee Proposal, including any variations to, or additional, Course Fees, payable by the Student to the Supplier under this Agreement;

(i) “e-Learning Platform” the online platform(s) made available to the Student by the Supplier for the purpose of enabling the Student to access, and receive, the delivery of the Online Course Services, and any notifications of the Supplier, in an online environment;

(j) “Fee Proposal” means the Membership Form, Membership Policy, written proposal, letter, email, text message, publications or advertising (whether in physical form, published online or on the Supplier’s website) or anything in writing to which these Terms are attached, enclosed with, linked to, referenced in, intended to apply to, or in any way made accessible to, the Student, as provided to, or made available to, or brought to the attention of, the Student by the Supplier describing the Online Course Services, the Course Fees, the Membership Options, the Membership Fees, and any special conditions and/or details applicable to the engagement of the Supplier by the Student under this Agreement;

(k) “Intellectual Property” means all intellectual property rights, title and interests, anywhere in the world, including those which subsist in (or may hereafter subsist in):

(i) intellectual property that existed prior to, or created independently of, this Agreement;

(ii) any Confidential Information;

(iii) copyright, inventions, discoveries, patents, domain names, business names, social media accounts, designs and/or circuit layouts; and

(iv) any activity in the commercial, scientific, literary, or other field;

whether or not now existing, and either registered or registrable;

(l) “Member” means the Student;

(m) “Membership Fees” means the fees, costs, and charges, payable by the Member to the Supplier as set out in the Fee Proposal, which may be additional to the Course Fees payable by the Student, including any variations to, or additional, Membership Fees, payable by the Member to the Supplier under this Agreement;

(n) “Membership Form” means the online membership form completed by the Student (which may be accessed on the Supplier’s website), pursuant to which the Student offers to become a member of any one, or more, of the Membership Options offered by the Supplier, from time to time, to be governed by the terms set out in this Agreement, which Membership Form may be denied by the Supplier, at the sole, absolute, and unfettered, discretion, of the Supplier, for any reason whatsoever;

(o) “Membership Options” means the benefits, goods, and/or services, to be provided by the Supplier to the Member under this Agreement, whether in respect of, or additional to, the Online Course Services, under any one, or more, membership options offered by the Supplier from time to time;

(p) “Online Course Services” means, without limitation, the information, materials, web presentations, videos, podcasts, software, goods, services, and/or other learning tools and resources, as may be offered by the Supplier to the Student under this Agreement using the e-Learning Platform, including any variations to, or additional, Online Course Services, to be provided by the Supplier to the Student under this Agreement, as agreed in writing between the parties;

(a) “Student” means the person or legal entity that signs, or accepts, the Fee Proposal as, for, or on behalf of, the Student, including any person or legal entity acting on behalf of the Student as their lawful agent;

(b) “Supplier” means the person or legal entity that is to supply the Online Course Services to the Student, as specified in the Fee Proposal, or any person or legal entity acting on behalf, and with the authority, of the Supplier as their lawful agent; and

2. COURSE ENROLMENT

(a) The Fee Proposal will remain open for acceptance by the Student until the expiration date if any specified in the Fee Proposal or as otherwise notified by the Supplier to the Student. The Fee Proposal will automatically lapse on the first day following the expiration date if any set by the Supplier. A legally binding and enforceable Agreement comes into existence between the parties upon the Student accepting the Fee Proposal. Any instructions provided by the Student for the supply of the Online Course Services (or the payment of the Course Fees) following the Fee Proposal will be deemed unconditional and unequivocal acceptance by the Student of this Agreement, and constitute a legally binding and enforceable Agreement between the parties.

(b) To officially enrol into an online course, for the purpose of receiving the Online Course Services, and any notifications from the Supplier, the Student must obtain a username and password by completing the online course enrolment process imposed by the Supplier from time to time.

(c) The Student may access the e-Learning Platform by using the username and password issued, or assigned, to the Student by the Supplier. The e-Learning Platform will be accessible to the Student 24 hours, 7 days, a week, unless otherwise specified, or notified, by the Supplier (including where the e-Learning Platform is suspended due to any maintenance). Once the delivery, or duration, of the Online Course Services is complete, the Student’s right to access the Online Course Services, or e-Learning Platform, will immediately cease.

(d) Any person or entity signing (or accepting) this Agreement on behalf of the Student covenants that they are duly authorised to do so and accept personal responsibility for the performance of the Agreement. If the Student is a minor (being under the age of 18 years), a parent or guardian must enter, and is liable for, this Agreement on behalf of the Student. If the Student enters into this Agreement as a trustee, the trustee covenants that the Agreement is binding on the trustee (personally and in its capacity as trustee) including the trustee's successors as trustee of the trust fund.

(e) The Student authorises the Supplier to carry out credit checks and credit inquiries into or against the Student.

3. ONLINE COURSE SERVICES

(a) This Agreement commences on the date that the Fee Proposal is signed (or accepted) by the Student. The Online Course Services will be made available to the Student, or delivered by the Supplier to the Student, on the date(s) notified by the Supplier to the Student using the e-Learning Platform (or using alternative means, as may be specified by the Supplier).

(b) The duration of the Online Course Services will be notified by the Supplier to the Student (which are estimates only). The Supplier may vary the nature, materials, contents, or the features, of the Online Course Services, or the process of delivering, the Online Course Services, at any time, as it thinks fit, in its sole, absolute, and unfettered, discretion. If the Online Course Services require the Student to complete, and submit, any assessments, the assessments must be submitted using the e-Learning Platform (or as otherwise specified by the Supplier). The successful completion of the Online Course Services (including any assessments) may entitle the Student to a graduate certificate, or a statement of results only, or a completion record only, depending on the nature of the online course being undertaken by the Student.

(c) Subject to the availability, or willingness, of the Supplier, the Student may wish to schedule a consultation with the Supplier in relation to any Online Course Services offered by the Supplier. The Supplier will provide the Student with an additional fee proposal prior to any consultation in relation to the cost of the consultation, to be paid by the Student.

(d) The Agreement will continue in full force and effect until the completion of the Online Course Services, unless the Agreement is terminated earlier in accordance with the terms of this Agreement.

(e) If the Supplier knows or suspects that additional time is required to deliver the Online Course Services, the Supplier is entitled to charge additional Course Fees and extend any estimated date of completion by a reasonable period of time (as determined in the sole, absolute, and unfettered, opinion of the Supplier) in any one of the following circumstances:

(i) the Supplier must spend additional time delivering the Course Services by reason of any variations to the Agreement;

(ii) the completion of the Online Course Services is delayed by any act or omission of the Student or any third-party; or

(iii) the Supplier cannot complete the Online Course Services by the estimated date of completion for reasons arising from force majeure events or any event beyond the control of the Supplier.

(f) The Supplier will incur no liability to the Student or any third-party for any delays arising under clause 3(e) above or for any delays whatsoever where the Supplier is not responsible for the delays.

4. MEMBERSHIP OPTIONS

(a) The Student must pay the Membership Fees in full in order to apply any Membership Options under this Agreement.

(b) The Supplier will publish a membership policy on its website (or make the membership policy accessible to the Student in any other way specified by the Supplier) (the “Membership Policy”) in respect of the different Membership Options (and the benefits of each of the Membership Options) available to the Student, from time to time.

(c) The Student must comply with any terms, conditions, rules, directions, policies and/or procedures, set out in the Membership Policy, in relation to the Membership Option (or Membership Options) taken up by the Student.

5. COURSE MATERIALS

(a) Licence to use. The Student is granted a revocable, non-exclusive, non-transferable, worldwide, right to access, and view only, any materials comprised in the Online Course Services, as delivered by the Supplier to the Student using the e-Learning Platform. The Student must not print, download, or reproduce, any Intellectual Property made available on the e-Learning Platform or on any webpages appearing on the Supplier’s website (unless otherwise specified, or notified, by the Supplier).

(b) Restrictions on use. Subject to the rights of the Student under clause 5(a) above, the Student must not, in any geographical area, world-wide (including, in particular, any geographical area in Australia), use, print, copy, upload, transmit (electronically or otherwise), lend, licence, gift, adapt, modify, reproduce, deconstruct, reengineer, communicate, publish, resell, distribute or re-supply, in any way whatsoever, the Online Course Services (or any part thereof), whether solely or jointly with any other person, or participate in any business competitive with, or similar to, the business of the Supplier (whether as a director, manager, agent, servant, adviser, consultant, investor, trustee, partner, joint venturer, shareholder, beneficiary or any of them of that business), such as to entitle the Student (or any employees, contractors and/or agents of the Student) to receive any benefit or reward because of the Student’s association with the business competitive with, or similar to, the business of the Supplier, or that would confer any benefit or reward upon the business competitive with, or similar to, the business of the Supplier.

(c) Intellectual Property and Confidentiality. Nothing in this Agreement constitutes a transfer of any Intellectual Property comprised in the Online Course Services to the Student or any other person. Save as otherwise permitted under this Agreement, the Student (including any employees, agents and/or contractors of the Student) must protect, keep secure and strictly confidential, any Intellectual Property and Confidential Information comprised in the Online Course Services, or concerning the business of the Supplier, or the Supplier, that comes to the knowledge of, is given to, obtained by, or is accessible to, the Student (or any employees, agents and/or contractors of the Student). The Student acknowledges and agrees that all rights, title, and interest, in the Intellectual Property comprised in the Online Course Services, or concerning the business of the Supplier, or the Supplier, is exclusively owned by, or licenced to, the Supplier.

(d) Personal Information. The Student agrees that any personal, sensitive, and/or credit-related, information about the Student may be collected, stored, used, and/or disclosed, or otherwise dealt with, in any way permitted under the Supplier’s Privacy Policy (accessible on the Supplier’s website) or as otherwise permitted under the law. By accepting this Agreement, the Student acknowledges, agrees, and declares, that the Student has read, understood, and unconditionally accepts, the terms of the Supplier’s Privacy Policy.

6. POLICIES AND PROCEDURES

(a) The Supplier may impose, as their lawful directions to the Student, rules, policies and procedures, in relation to health, safety, conduct, standards, the Online Course Services, the e-Learning Platform, the business of the Supplier, the Supplier, or any other related matter, which the Student must immediately comply with. The Supplier may, at their sole, absolute, and unfettered, discretion, vary these rules, policies and procedures, from time to time, which the Student must immediately comply with.

(b) Whilst, to the exclusion of clause 4, the rules, policies, and procedures, do not form part of this Agreement, a failure by the Student to observe any part of them constitutes a failure by the Student to comply with the lawful directions of the Supplier issued under this Agreement, which constitutes a breach of an essential term of this Agreement. The Supplier is entitled, without limitation to any other remedies, to terminate this Agreement with immediate effect and revoke the Student’s access to the Online Course Services and/or the e-Learning Platform.

7. STUDENT OBLIGATIONS

The Student acknowledges, agrees, and warrants, that the Student must:

(a) promptly and meaningfully respond to any queries, requests for information and/or documents, made by the Supplier of the Student;

(b) devote their time to participating in the delivery, and completion, of the Online Course Services efficiently, and to the best of their knowledge, expertise, experience, and abilities;

(c) carry out, or comply with, all reasonable directions, requests, standards or restrictions, required, or imposed, by the Supplier from time to time;

(d) conduct themselves in a professional, honest, and courteous, manner at all times, and in all dealings with, the Supplier (including their employees, agents and/or contractors);

(e) not engage in any misleading or deceptive conduct with the Supplier;

(f) not engage in fraud, forgery or plagiarism;

(g) not engage in conduct constituting discrimination, bullying, intimidation or sexual harassment;

(h) not engage in conduct presenting an imminent, or future, risk to the health or safety of any person;

(i) not defame, or do, or omit to do anything that may cause detriment or harm to, the Supplier or the business of the Supplier; and

(j) immediately notify the Supplier of any changes to their contact details.

8. COURSE FEES

(a) The Course Fees payable by the Student to the Supplier are set out in the Fee Proposal. The Course Fees must be paid in full before the delivery of the Online Course Services can commence. Time is of the essence for the payment of the Course Fees. The Course Fees do not include any travel, accommodation, freight, packaging, postage, or any other costs, not expressly specified in the Fee Proposal that may relate to, or arise in the course of, providing the Online Course Services. The Supplier reserves the unconditional right to increase the Course Fees each year, or at any time, as the Supplier thinks fit, at its sole, absolute and unfettered discretion.

(b) The Courses Fees are non-transferrable. Discounts do not apply to the Online Course Services, or any part of the Online Course Services, unless expressly offered in writing by the Supplier. Any discounts may only be used at the checkout, at the time that payment of the Course Fees in full is made by the Student. Discounts may not be used retrospectively. Discounts only apply for the period during which the discounts are intended to apply, as determined by the Supplier. Unless stated otherwise in writing by the Supplier, no more than one (1) discount may be used at a time and each discount may only be used once by the Student. Discounts are non-redeemable, non-refundable and cannot be exchanged for any other discount or applied against any other services.

(d) If the Supplier makes a taxable supply, the Student will pay the Supplier any goods and services tax payable in respect of that supply in addition to the Course Fees payable for the Online Course Services.

(e) The Student may pay by direct debit, Visa or Master Card (including PayPal, Stripe, Afterpay or Zippay, provided these payment facilities are made available by the Supplier to the Student). Credit cards may incur a surcharge of up to 2.5%, or more, of the Course Fees that may be payable.

(f) Refund Policy. The Student must inspect the Online Course Services immediately upon being granted access to, or receiving the delivery of, the Online Course Services (whichever is earlier) and then, must within 3 days thereof, notify the Supplier (with time being of the essence) in writing of any alleged defects or failures of the Supplier to comply with this Agreement. The Student must give the Supplier an opportunity to inspect, and consider, any impugned Online Course Services. If the Student fails to comply with this subclause, the Online Course Services are deemed to be free of any defects or failures. Once the Online Course Fees are paid by the Student, the Supplier does not offer any refunds for a change of mind in respect of any defect free Online Course Services. If there is a defect with the Online Course Services, then the Student may be entitled to a refund, or another remedy, as set out in clause 11 of this Agreement.

9. PAYMENT AND INVOICES

(a) The Supplier may request the payment of, or issue a tax invoice for, the Course Fees either prior to, or following the commencement or the completion of, the Online Course Services. The Student must pay the Course Fees in full immediately on demand, or within the terms set out in any tax invoice, or as specified by the Supplier, whichever is later.

(b) If a tax invoice is issued by the Supplier, the Student must pay the invoice into the bank account nominated in writing by the Supplier.

10. OUTSTANDING FEES

(a) Interest on any overdue Course Fees shall accrue on the terms if any set out in the Fee Proposal or in the invoice. If the payment of any Course Fees or invoice is dishonoured, the Student is liable for any dishonour fees.

(b) If any Course Fees are outstanding to the Supplier, the Supplier may, in its sole, absolute, and unfettered, discretion, take any one or more of the following actions against the Student:

(i) charge a late payment fee (including any interest charges);

(ii) charge any additional Course Fees incurred by the Supplier; and

(iii) immediately suspend or terminate any or all Online Course Services.

(c) The Student agrees to pay the Supplier, immediately on demand, all costs relating to the recovery of any Course Fees including without limitation any debt collection and legal costs on a full indemnity basis. Without limiting the rights of the Supplier, the Student authorises the Supplier to charge any amounts owing by the Student to any credit card or account details provided to the Supplier by the Student.

(d) The Student shall not be entitled to set off against or deduct from the Course Fees or any other monies owing to the Supplier any sums owed or claimed to be owed to the Student by the Supplier.

11. NO WARRANTIES

(a) The Student acknowledges and agrees that no representations or warranties have been given or will be given by or on behalf of the Supplier to the Student as to the suitability, adequacy, quality, reliability, merchantability, acceptability, fitness for purpose, condition, correspondence with sample or description, assembly, compatibility, manufacture, design, specifications or any other matter whatsoever and howsoever, arising from, or connected with, the Online Course Services provided, or to be provided, by the Supplier to the Student.

(b) The Student acknowledges and unconditionally accepts that they have agreed to use the Online Course Services entirely at their own risk.

(c) If the Student is deemed a “Consumer” under the Australian Consumer Law (“ACL”), nothing in this Agreement restricts, limits or modifies the rights or remedies of the Student against the Supplier for a breach of a guarantee under the ACL, which may entitle the Student to a refund, repair or replacement of the Online Course Services, including other remedies. All other warranties, conditions or terms imposed by law (express or implied) are excluded to the extent permitted by law.

12. LIMITATION OF LIABILITY

(a) Subject to any rights or remedies of the Student under the ACL, the Student acknowledges and agrees that the Supplier (including their directors, officers, shareholders, employees, agents, contractors, any related body corporate, entity, associate or person) is not liable to the Student (or any of their employees, contractors, agents, any related body corporate, entity, associate or person), to the greatest extent permitted by law, for (without limitation):

(i) any direct, indirect, special, consequential or exemplary damages, or any losses, harm or injuries, of any nature or kind whatsoever;

(ii) any loss of profits, loss of revenue, loss of production, loss of business opportunity, loss of economic advantage, downtime, loss of use of any equipment, system or facility, or loss of reputation;

(iii) any legal or other costs, charges, expenses, or liabilities, whatsoever,

which the Student incurs, suffers or pays, directly or indirectly, whether now or in the future, either themselves, or to any third person or entity, as a result of any action, demand, claim, proceeding or litigation arising from, or connected with, without limitation, any breaches of this Agreement, any breaches of the law, regulations or standards imposed by any Commonwealth, state or local government or authority, any personal injuries or deaths, or any damage to property, as a result of, arising from, or connected with, any lawful or unlawful acts, omissions, breaches, fault or negligence of the Supplier (or any of their directors, officers, shareholders, employees, agents, contractors, or any related body corporate, entity, associate or person).

(b) If the Supplier is nonetheless found to be liable to the Student (under any legal theory), the Student acknowledge, agrees and unconditionally accepts that the aggregate liability of the Supplier to the Student is strictly limited to the amount of any Course Fees then paid by the Student to the Supplier under this Agreement.

13. INDEMNITY

The Student indemnifies the Supplier (including their directors, officers, shareholders, employees, agents, contractors and/or any related body corporate, entity, associate or person) against, without limitation:

(a) any direct, indirect, special, consequential or exemplary damages, or any losses, harm or injuries, of any nature or kind whatsoever;

(b) any loss of profits, loss of revenue, loss of production, loss of business opportunity, loss of economic advantage, downtime, loss of use of any equipment, installation, system or facility, or loss of reputation;

(d) any other costs, charges, expenses, or liabilities, whatsoever,

which the Supplier incurs, suffers or pays, directly or indirectly, whether now or in the future, either themselves, or to any third person or entity, in respect of any action, demand, claim, proceeding or litigation arising from, relating to, or connected with, without limitation, any breaches of this Agreement, any breaches of the law, regulations, rules or standards imposed by any Commonwealth, state or local government or authority, any personal injuries or deaths, or any damage to tangible or intangible property, as a result of, arising from, or connected with, any lawful or unlawful acts, omissions, breaches, fault or negligence whatsoever, and howsoever, arising, of the Student (or of any of their employees, contractors, agents, or any related person, entity or associate, or any person or entity undertaking any act, or omission, for, or on behalf of, the Student).

14. TERMINATION

(a) The Supplier may terminate this Agreement with immediate effect at any time prior to providing the Online Course Services to the Student by giving notice to the Student. The Supplier is not liable to the Student or any third-party for any harm, loss, or damage, arising from, relating to or connected with, any such termination.

(b) Without prejudice to any other rights of the Supplier, the Supplier may terminate this Agreement at any time by giving the Student 2 days written notice of termination (or without any notice at all if the Student, in the sole and absolute opinion of the Supplier, commits either a repeated minor or a substantial breach of this Agreement or any law, or commits any act or omission which may cause the Supplier to be in breach of any law).

(c) The Student may terminate this Agreement by giving 7 days written notice to the Supplier. The Supplier is entitled to retain the full Course Fees, without any setoff or deduction by the Student or any other person, despite the termination of this Agreement by the Student.

(d) The expiration or termination of this Agreement does not extinguish or affect the rights of any party to this Agreement:

(i) which arose prior to the Agreement coming to an end; or

(ii) which arise following the ending of the Agreement from any act or omission committed by a party prior to the expiration or termination of the Agreement; or

(iii) which are intended to survive the ending of the Agreement.

15. MANDATORY DISPUTE RESOLUTION

(a) Without limiting any rights of the Supplier, if a dispute between the parties arises in relation to, or in connection with, this Agreement, the Supplier may direct the Student to comply with this dispute resolution clause, where the parties must within 20 business days of the dispute arising (or such further period(s) as may be agreed in writing between the parties) (“Resolution Period”) use their best endeavours to resolve the dispute through negotiations conducted in good-faith with each other. If the dispute is not resolved within the Resolution Period, then any party may simultaneously issue a written notice to every other party of their intention to refer the dispute to mediation (“Mediation Notice”).

(b) Within 10 business days (commencing on the day immediately after the date of the Mediation Notice) (“Procedural Period”) the parties must agree on the following matters (“Mediation Requirements”):

(i) the procedure to be adopted in a mediation of the dispute;

(ii) the timetable for all the steps in those procedures; and

(iii) the identity and fees of the mediator.

(c) If the parties cannot agree on the Mediation Requirements during the Procedural Period, then the parties agree that the President of the official law society of the State or Territory as chosen by the Supplier will appoint the mediator and determine the fees of the mediator.

(d) The parties must bear the costs of the mediator equally. The parties must bear their own costs (including the costs of any legal representation) for attending at the mediation. The parties must first comply with this dispute resolution clause (if directed by the Supplier) before applying for relief in any court (unless the relief is urgent).

(e) The parties must keep all aspects of any mediation held pursuant to this clause, except for it taking place, confidential.

16. GENERAL

(a) Notices: Any communications to a party under this Agreement must be in writing and delivered personally, or by prepaid post to the party’s last known address for service, or sent by email to the party’s last known email address, when the email will be treated as received when it is transmitted, or by using the e-Learning Platform, if this mode of communication is made expressly available by the Supplier.

(b) Email Marketing. The Student agrees to receive email notifications and/or direct marketing from the Supplier. The Student may unsubscribe from these communications via the ‘unsubscribe’ button on each email communication issued to the Student.

(c) Variation: This Agreement can be amended in writing with the written approval of the Supplier, which may be withheld at the sole, absolute, and unfettered, discretion of the Supplier, for any reason whatsoever. The Student agrees that the Supplier may review and vary the terms of this Agreement at any time, with any changes to take effect from the date on which the Supplier notifies the Student of such changes or the changes are published on the website of the Supplier, whichever is earlier.

(d) Waiver: A failure or delay by the Supplier to exercise a right or power, whether in full or only partially, under this Agreement, does not act as a waiver of any such rights or powers of the Supplier.

(e) Nature of relationship: Nothing in this Agreement gives rise to a joint venture, partnership, employment relationship, franchise, agency, fiduciary or any other such relationship between the parties. The relationship between the parties is that of independent contractors.

(f) Assignment and Subcontracting: The Supplier may assign any of its rights and obligations (or subcontract the whole or any part of the Online Course Services) under this Agreement to any party at any time at their sole and absolute discretion. The Student must not, without the prior written approval of the Supplier, mortgage, charge, encumber or assign, any of their rights or obligations under this Agreement.

(g) Severance: If any one or more of the provisions of this Agreement are found to be unenforceable, each such provision will be read down or severed from the Agreement to the extent of the unenforceability.

(h) Entire Agreement: This Agreement constitutes the entire agreement between the parties and any prior understanding or representation preceding the date of this Agreement shall not be binding on the parties except to the extent incorporated into this Agreement.

(i) Legal Advice: Each party warrants that they have legal capacity to enter this Agreement, and have each obtained independent legal advice (or were given the opportunity to obtain independent legal advice but elected not to do so) prior to entering into this Agreement.

(j) Law and Jurisdiction: The courts and/or tribunals of the State or Territory in Australia in which the principal business address of the Supplier, from time to time, is located, will have exclusive jurisdiction in relation to all matters, issues and/or disputes arising from, or connected with, this Agreement (unless the courts and/or tribunals of another State or Territory in Australia are elected, at the sole, absolute and unfettered, discretion of the Supplier, for any reason whatsoever). The Student unconditionally waives its rights to dispute any such forum or venue on the grounds of inconvenience or for any other reason whatsoever. The laws of the State or Territory elected by the Supplier to govern this Agreement will exclusively govern this Agreement.