Terms and Conditions
This page has our terms and conditions.
Please read these terms and conditions (Terms) very carefully. They form a binding agreement between you and RelationSpace Digital Services Pty Ltd (us, we, our) in respect of your use of the Program and our provision of Services. By downloading, copying, installing, ordering, receiving or otherwise using the supplied software or services, you:
- Represent to us that you have authority to accept the Terms;
- Must comply with the all of the Terms for the duration of your permitted use of the Program, as well as any Terms that continue to operate after the term of your permitted use has ended.
- Confidential Information means information disclosed to or known by you as a consequence of or through your relationship with us not generally known in the industry in which we are or may become engaged and our financial, technological (including designs, technical and other specifications or standards), strategic, market or business information, including information related to research and development, budgets, purchasing, accounting, engineering, manufacturing, marketing, merchandising and selling, prices, margins, rebates, costs, inputs, concepts not reduced to writing, processes not reduced to writing, methods not reduced to writing, customer and supplier lists, source and object codes and details and technology developed by or on behalf of us.
- Fee means the all fees applicable to your use of the Program and the Services as notified by us from time to time.
- Intellectual Property means designs, copyright, trademarks, patents, trade and business names, inventions, techniques, discoveries and improvements, concepts, adaptations, computer programs, code, processes and know how (whether registered or unregistered) and includes names, brands, marks, logos, indicia, software, drawings, trade secrets, technical data, formulae and data bases and a reference to Intellectual Property Rights or rights in Intellectual Property means and includes all right, title, interest and goodwill in Intellectual Property including moral rights and related rights.
- Marks means any trade mark, registered or unregistered, held (as a licensee or otherwise) or owned by us in Australia or elsewhere in relation to the Program.
- Personal Information has the meaning set out in the Privacy Act 1988 (Cth).
- Program means the proprietary software program known as ’RelationSpace Online’ developed and made available by us, including any upgrades or modifications made by us from time to time.
- Proprietary Rights means all right, title, interest and goodwill including our Intellectual Property Rights in and with respect to the Program.
- Services means the services provided by us to you in accordance with your licence to use the Program as set out in these Terms.
- Licence to use the Program
- We grant you a non-exclusive, non-transferrable licence to use the Program in accordance with these Terms and our directions.
- Limited Access
- You agree that:
a Login will be required to access the Program;
you shall not access the Program without having:
first been issued a Login; and
paid, arranged to pay or having had paid on your behalf, the correct subscription fees and charges that we specify (if any) for your access to the Program;
the Login is non-transferable;
you shall not disclose the Login to any other person;
you shall keep the details of the Login safe and confidential;
you accept all liability for any activities whatsoever conducted using the Login that is issued to you; and
you shall not use a Login that has been issued by us to some other person.
You agree that we may, from time to time and in our sole discretion:
revoke, vary, suspend or cancel the Login;
carry out maintenance or other work on the Program that may limit or deny access to you; or
limit or deny access to the Program, for any reason.
- You agree that:
- Licence to use the User Material
- By utilising the Program you may be uploading data and information (“User Material”). You agree that your User Material may, with your express consent, be supplied to psychologists or counsellors at The Relationspace as part of the assistance program we supply to you or to Courts or Tribunals if undertaken as part of formal court processes. and as required by law. The data that is collected in the program metrics may also be applied to a tertiary institution research project and/or used by RelationSpace to improve program scope or add new learning material as areas of need are emerge. You grant us a non-exclusive, non-transferrable licence to use the User Material exclusively for that purpose.
- Warranties by you
- You warrant to us that:
You agree and acknowledge the Program does not diagnose, treat or identify any medical or psychological condition and must not be used as a substitute for proper and individual medical or health advice
you have the right to grant the license referred to in clause 3.1
the User Material does not breach any third party’s intellectual property rights
the User Material does not include any information or image that is misleading or deceptive or is likely to mislead or deceive
That use or publication of the User Material will not result in the breach of any law
The User Material will not include anything that in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.
- You warrant to us that:
The Program and Services are programmed to track the number of deployed copies of Program, users and other usage and user related data. You:
consent to us doing this; and
must not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.
The Program and Services will be provided for the Fee.
The amount of the Fee payable depends on the Program and Services required by you. You will be notified of the Fee when you seek to take advantage of the Services available.
If we have granted you a licence to use the Program on a subscription basis, you must pay the Fee on the first day of each subscription period. Otherwise, you must pay the Fee at the time specified by us.
We may change the Fee at any time. If we do so we will publish the revised Fee on our website. The revised Fee will take effect at the start of the next subscription or licence period following the date of the publication.
If your access to use the Program is on a subscription basis, you may cancel your subscription at any time before the end of the subscription period, but there will be no refund of fees paid. You will continue to receive access the Service until the end of the subscription period in which you cancelled and the cancellation will take effect from the end of the then current period.
If you are in default in relation to payment of the Fee we may withdraw access without further notice to you.
The term of this agreement will commence on the date of your acceptance of these Terms, and shall continue until terminated in accordance with this Agreement.
If we grant you this licence for a fixed period of time, the licence granted by these Terms will expire whenever that period of time ends.
If you fail to complete the course and your program access has expired, you are not eligible for a refund. You may write to firstname.lastname@example.org and we will contact you to discuss the terms of any extension.
Termination and suspension
We may suspend your access to the Program, and delivery of our Services, for any period in which you are in breach of these Terms.
We may immediately terminate these Terms if:
you fail or refuse to make, or we do not receive in full and in cleared funds, any payment of the Fee or any part of the Fee;
in our reasonable opinion, you have caused damage (whether permanent or not) to the Program, including but not limited to the corruption of data, files or code;
your use of the Program is pursuant to a Court Order or treatment plan directed by a health professional and we are advised by them that the program or plan has completed; or
you breach any term or condition of these Terms and fails to remedy such breach to our satisfaction within seven (7) days of notification from us.
On termination of these Terms:
you must not access or attempt to access the Services and/or the Program and the licence granted in clause 2 is immediately revoked;
we may immediately deny you access to the Services and/or the Program at our sole discretion and we will not be liable for any damage or loss suffered by you as a result; and
to the extent permitted by law, you will not be entitled to a refund of any Fees paid by you.
Any termination of the licence granted under these Terms shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of these Terms, which is expressly or by implication intended to continue in force after such termination.
We may be permitted to customise how you view certain parts of the Program. You acknowledge and agree that any change by the us or any change by you:
does not affect the ownership of our Proprietary Rights in any way;
will not infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party;
will not include, anything that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable.
You will not upload or include anything that, in our opinion and complete discretion, is offensive, defamatory, obscene, unlawful, vulgar, harmful, pornographic, threatening, abusive, harassing, or ethnically objectionable
Ownership and use of Our Intellectual Property
We licence (not sell) the Program to you. The Proprietary Rights are and will remain exclusively our property. You must use all reasonable endeavours to safeguard the Proprietary Rights.
You acknowledge that we are and remain the owner (or authorised user or licensee) of all Intellectual Property in and with respect to the Program and the Services, including all copies of the Program and all modifications, enhancements, improvements, derivative works, content additions or changes and upgrades to the Program, as well as the data, information and Personal Information (to the extent permitted by law) created by you or generated through your use of the Program.
- Except with our prior written consent you must not, and must not allow or cause any other person (except as otherwise expressly authorised under these Terms) to:
- ake any copy, adaptation, translation, arrangement or version of the Program;
- reverse compile, reverse engineer, decompile or disassemble the Program other than as permitted by applicable law and then only to the extent that we are not permitted by that applicable law to limit or exclude the right of you to do so;
- conceal, alter or cover any product identification or notices of any proprietary or copyright restrictions from the Program;
- deal with the Program, in a manner which is not permitted under these Terms;
- download, print, copy, burn, capture, re-transmit, stream or re-stream, record or reproduce the Program, by any means;
- allow unauthorised access to the Program;
- alter, change, remove, obscure or add to any notices or other indications (including copyright notices) as to the ownership of or any other labels, symbols, logos, legends or Marks affixed to or embodied in the Program;
- frame, deep link or establish unauthorised links to any part of the Program.
- You agree that:
you may only use our Intellectual Property if agreed, in writing, by us
the use of any of our Intellectual Property must at all times include an acknowledgment of our ownership of all Intellectual Property Rights therein.
you may not use or allow the use of any of our Intellectual Property in connection with any other Program, services or business or as part of the corporate or any trade name;
you will not register or otherwise carry on business as a company, partnership, joint venture or such other business or organisation, directly or indirectly, using any name, mark or logo identical with or similar to any of our Intellectual Property;
you must not nor attempt to vary or cancel any registration of any of our Intellectual Property;
you will not represent or otherwise imply that you are the owner or creator of the Program or that you have the proprietary rights to the Program or that you are anything other than a non-exclusive licensee of ours. You shall refer all enquiries from any person to use in relation to the potential commercial use of the Program to us s.
you must not apply nor attempt to register any Intellectual Property which is identical with or similar to any of our Intellectual Property; and
we have an absolute right of approval overall production and use by you of any of our Intellectual Property.
If requested by us, you will promptly return to us or permanently delete or destroy (at our election) all Confidential Information and any items consisting of or bearing any of our Intellectual Property.
If this agreement comes to an end, you must stop all use of the Program, Marks, Confidential Information and our other Intellectual Property.
In any instance where you combine the Program with programs or data of others, you shall indemnify, defend, and hold us harmless from any damages, losses, costs or expenses (including legal fees on a solicitor and own client basis) incurred by us, if such combination infringes any patent, trade mark, copyright, or trade secrets of others. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.
We are committed to protecting your privacy and the privacy of any Personal Information provided to us.
You acknowledge that through your use of the Program and the Services, we may obtain access to Personal Information that may relate to you.
This Personal information shall be used and disclosed by us for the purpose of providing, improving or developing the Program and providing you with the support services that are required by you. By you agreeing to these terms you consent to this use and disclosure. Your Personal Information will not be used, or disclosed for any commercial reason.
We may also use data collected by the Program for professional or academic research and reporting, provided that the data is de-identified and your personal details are not used or disclosed in such reports or publications
You warrant to us that you will comply with the Australian Privacy Principles and the Privacy Act 1988 in the collection, use and protection of any Personal Information.
You may be granted access to our Confidential Information. You:
acknowledge that the Confidential Information remains our property;
must not disclose the Confidential Information to any third party without our express written consent or required by law.
Warranties and Limited liability
Subject to the limitations set forth in these Terms, we warrant to you that the Program will conform in all material respects to our specifications for the Program.
The express warranty set forth in clause 14.1 constitutes the only warranty given by us in respect of the Services or the Program. We do not offer or enter into any other representation warranty, condition or other term of any kind, whether express or implied (either or by custom, course of dealing or by operation of law), with respect to the Program, and all such additional warranties, conditions or other terms are hereby excluded. We expressly excludes to the extent permitted by law all warranties, conditions or other terms of satisfactory quality or fitness for a particular purpose.
Without limiting the exclusion referred in to 14.2 and noting that the Program does not constitute medical diagnosis, advice or opinion, in any way, we cannot, and do not warrant that the Program will create results that you may expect or desire for yourself or any other person undertaking the program.
The program must not be used as a substitute for professional, individualised medical assessment and advice.
We shall have no obligation under the warranty contained in clause 14.1:
in the event you or any other person or entity incorporates, attaches or otherwise engages any attachment, feature, program, or device to the Program; or
if any non-conformance is caused by: misuse; alteration, translation, modification, or enhancement of the Program by you or any other person or entity; computer malware; your failure to provide a suitable installation environment; your failure to provide adequate electrical power; your failure to ensure adequate Program firewalls or protections; your use of supplies or materials not meeting specifications or not of sufficient size or capacity to utilise or properly utilise the Program; or use of the Program for other than the specific purpose for which the Program is designed.
Except as otherwise set out in these Terms, our sole obligation under the warranty in clause 14.1 shall be to provide within a reasonable time the response necessary to correct any non-conformance of the Program to our specifications for the Program.
We are not responsible for any loss or damage you may suffer (including the corruption and/or loss of data) as a result of any matter over which we have no control including but limited to:
issues with your internet connection (however caused);
incompatible hardware or Program
your misuse of the Program;
you not acting in accordance with instructions or directions provided by us (or on our behalf) to you;
limits on available bandwidth;
We will have no liability or responsibility to you for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly from a breach of these Terms, including:
loss of opportunity;
loss of data;
loss of time;
deterioration in any family or other relationship;
mental harm, or the aggravation or initiation of any medical or health condition;
any indirect or consequential loss.
Our liability for any loss, damage or injury incurred or suffered by you for which we are liable under these Terms or at law shall not exceed in each instance a sum equal to the amount received from you preceding the date on which the event giving rise to the loss, damage or injury arose.
You agree to indemnify and hold us harmless against any and all costs, losses, claims, damages and liabilities whatsoever resulting directly or indirectly from any breach of these Terms by you. Such indemnification shall include the payment of all legal fees and other costs on a solicitor and own client basis incurred by us, including the defending of any claims or proceedings. The indemnity under this clause is a continuing, irrevocable and unconditional indemnity.
We will not be liable for any delay or failure to perform our obligations if such failure or delay is due to any unforeseen circumstance or a circumstance beyond our reasonable control.
The circumstances referred to in Clause 15.1 include but are not limited to acts of nature, acts of government, computer issues, labour disputes and delays in delivery.
We will notify you as soon as practicable of any anticipated delay due to force majeure. The performance of our obligations under this Agreement will be suspended for the period of the delay due to force majeure.
These Terms are governed by the laws of the State of New South Wales. In the event of a dispute the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales or Federal courts of Australia, as applicable.
These Terms constitute the entire agreement between the parties with respect to the subject matter set out in these Terms and supersedes all prior and contemporaneous communications. It shall not be modified except by a written agreement signed on behalf of you and us by respective duly authorised representatives.
These Terms shall not be assigned or transferred by you without our prior written approval, which approval shall not be unreasonably withheld. We can assign these Terms and its rights and obligations under these Terms to any third party at any time without your approval.
You shall not be entitled to subcontract any of your obligations under these Terms without our prior written consent.
If any provision of these Terms shall be determined to be invalid, such invalidity shall not affect the validity of the remainder of these Terms.
The parties will comply with all obligations in relation to GST
No waiver by either party of any default or breach by the other party of any of the provisions of these Terms shall constitute a waiver of any prior or subsequent default or breach of these Terms.
Subject to the limitations specified in these Terms, these Terms will inure to the benefit of and be binding upon the parties, their successors and permitted assigns.