Terms and Conditions

These Terms and Conditions (Terms) govern the supply of the My Security Education platform and related services (the Service) by Kuggar Pty Ltd (ABN 67 165 118 561) of Sydney NSW, Australia (we, us, our) to the organisation that subscribes to it (you, your, the Customer).

The agreement between us comprises these Terms, our Privacy Policy, and any order form, quotation or written proposal we issue and you accept (each an Order). Where an Order conflicts with these Terms, the Order prevails to the extent of the inconsistency.

By subscribing to, accessing or using the Service you accept these Terms. If you accept on behalf of an organisation, you warrant that you are authorised to bind it.

The Service is a hosted learning management platform for workplace compliance training. It allows you to assign training to your personnel, deliver course content, administer assessments, and produce records and reporting evidencing completion.

We may improve, modify or add to the Service from time to time. We will not make a change that materially reduces the core functionality you have subscribed to during a paid term without giving you reasonable prior notice.

Any feature described as beta, preview or trial is provided as is, may be withdrawn, and is excluded from any service commitment.

The Service is offered to businesses and organisations. It is not offered to consumers for personal, domestic or household use, and it is not intended for use by individuals under 16.

Access is by single sign-on through your identity provider. You are responsible for:

• configuring and maintaining your identity provider, and the security of the accounts within it;
• promptly disabling or removing access for personnel who leave or change roles;
• the acts and omissions of everyone who accesses the Service through your account, as if they were your own.

The first person to sign in from an unrecognised organisational domain provisions the organisation and becomes its initial administrator. You must ensure that person is authorised to act for you.

Your subscription entitles you to a number of seats set out in your Order. A seat is one individual who can be assigned training, whether they are an employee, casual, contractor or other worker.

The seat limit is enforced when you add people. You cannot exceed it without purchasing additional seats. Seats added during a term are charged pro rata for the remainder of that term.

Seats are not concurrent licences and may not be shared. A seat may be reassigned when a person genuinely leaves your organisation, but not rotated between people to avoid purchasing seats.

Pricing is quoted on application and recorded in your Order. Unless the Order says otherwise:

• fees are charged annually in advance, in Australian dollars;
• fees are exclusive of GST, and GST is applied and itemised on tax invoices issued to Australian customers in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
• invoices are payable within 30 days of the invoice date;
• fees paid are non-refundable except as set out in these Terms or as required by law.

If an invoice is not paid when due, we may charge interest on the overdue amount at 2% above the Reserve Bank of Australia cash rate, accruing daily, and may recover reasonable costs of recovery.

Restricted access. If payment remains outstanding after written notice, we may place your account in a restricted state: no new courses can be started and no new users added, while your existing records and reporting remain readable and exportable. We will not delete your data for non-payment without the notice set out in clause 12.

We may increase fees for a renewal term by giving at least 30 days’ written notice before the renewal date.

The subscription runs for the term set out in your Order and renews automatically for successive terms of the same length, unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

You may cancel at any time with effect from the end of the current term. Cancellation does not entitle you to a refund of fees for the unexpired part of a term, except where the cancellation is due to our material breach or as required by law.

You own your data. As between us, you retain all right, title and interest in the data you or your personnel put into the Service, and the records the Service generates about your personnel (Customer Data), and in any course material you upload (Customer Content).

You grant us a non-exclusive licence to host, copy, process, transmit and display Customer Data and Customer Content solely to provide, support and secure the Service for you, and as otherwise permitted by these Terms.

You warrant that you:

• have the right to provide the Customer Data and Customer Content, including all necessary rights and licences to any third-party course material you upload;
• have given your personnel any notices, and obtained any consents, required under privacy law for their information to be handled through the Service;
• will not upload anything unlawful, infringing, malicious or harmful.

We handle personal information within Customer Data in accordance with our Privacy Policy and your instructions.

We own all right, title and interest in the Service, the platform software, our course library and all related documentation and materials, including all improvements to them.

We grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service and our course library for your internal business purposes during the subscription term, for the number of seats you have purchased.

You must not, and must not permit anyone else to:

• copy, download, record, republish, resell or redistribute our course content, or make it available to anyone outside your organisation;
• reverse engineer, decompile or attempt to derive the source code of the platform, except to the extent this restriction is prohibited by law;
• use the Service to build a competing product, or benchmark it for publication without our written consent;
• circumvent seat limits, access controls, assessment mechanics or usage restrictions;
• use automated means to scrape the Service, or interfere with its operation or security.

If you give us feedback or suggestions, we may use them without restriction or obligation to you.

The evidential value of the Service depends on records being truthful. You must not, and must ensure your personnel do not:

• complete training or assessments on behalf of another person, or share sign-in access to allow it;
• manipulate, falsify or misrepresent completion records or assessment results;
• use the Service in a way that breaches any law, or that infringes anyone’s rights.

We may suspend access immediately where we reasonably believe there is a security risk, unlawful conduct, or conduct that compromises the integrity of compliance records. We will tell you as soon as practicable and work with you to resolve it.

The Service is a tool for delivering and recording training. It is not legal, safety or compliance advice.

You remain solely responsible for:

• determining which training obligations apply to your organisation and your workers under the Work Health and Safety Act 2011 (NSW), its equivalents in other jurisdictions, and any other applicable law or industry requirement;
• deciding which courses, frequencies and due dates satisfy those obligations;
• ensuring the content you assign, including any content you upload, is accurate, current and fit for your purpose;
• acting on the reporting the Service produces, including following up outstanding and overdue training.

We do not warrant that using the Service will make you compliant with any law, standard, licence condition or contractual requirement.

We will use reasonable endeavours to keep the Service available, and to provide support during Australian business hours, Monday to Friday, excluding NSW public holidays.

The Service may be unavailable during planned maintenance, for which we will give reasonable notice where practicable, and during emergency maintenance or events outside our reasonable control. Any specific availability commitment applies only if it is stated in your Order.

Either party may terminate the agreement immediately by notice if the other:

• materially breaches it and fails to remedy the breach within 30 days of written notice; or
• becomes insolvent or has an insolvency official appointed.

On termination or expiry, your right to access the Service ends. We will make your Customer Data available for export for 30 days after the effective date of termination, unless a longer period is stated in your Order. After that period we will delete or de-identify it, other than records we are required to retain by law or that exist in routine backups, which are deleted on our ordinary backup cycle.

Export your data before you leave. We are not liable for data you have not exported by the end of the export period.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth), or any other law, that cannot lawfully be excluded, restricted or modified.

Where the Australian Consumer Law applies and permits us to do so, our liability for a failure to comply with a consumer guarantee in relation to services not ordinarily acquired for personal, domestic or household use is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

Subject to clause 13 and to the extent permitted by law, the Service is provided on an as is basis and we exclude all warranties, conditions and guarantees not expressly set out in these Terms, including any implied warranty of fitness for a particular purpose.

Excluded loss. To the extent permitted by law, neither party is liable to the other for loss of profit, revenue, goodwill, anticipated savings, business opportunity, or for any indirect or consequential loss, however arising.

Liability cap. To the extent permitted by law, our total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid by you to us in the 12 months immediately preceding the first event giving rise to the liability.

These limits do not apply to your obligation to pay fees, to either party’s liability for death or personal injury caused by its negligence, for fraud, or for a party’s wilful misconduct.

Each party must take reasonable steps to mitigate its loss. Our liability is reduced to the extent your act or omission caused or contributed to the loss.

You indemnify us against loss, damage, liability and reasonable costs we incur arising from a third-party claim relating to your Customer Content infringing that party’s intellectual property rights, or your use of the Service in breach of clause 9 (acceptable use) or in breach of law. This indemnity is reduced to the extent our act or omission caused or contributed to the loss.

Each party must keep the other’s confidential information confidential, use it only for the purposes of the agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law, in which case the disclosing party gives reasonable prior notice where lawful.

Changes to these Terms

We may amend these Terms from time to time. For changes that materially affect your rights or obligations, we will give at least 30 days’ written notice before they take effect. If you do not accept a material change, you may terminate before it takes effect and receive a pro rata refund of prepaid fees for the unexpired term.

Assignment

Neither party may assign the agreement without the other’s consent, not to be unreasonably withheld, except that either may assign to an affiliate or to an acquirer of substantially all of its business on notice.

Force majeure

Neither party is liable for a failure to perform, other than an obligation to pay money, caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate and resume.

Notices

Notices to us go to legal@mysecurityeducation.com or to Sydney NSW, Australia. Notices to you go to the email address of your nominated administrator or billing contact.

Entire agreement and severance

The agreement is the entire agreement between the parties about its subject matter and supersedes all prior discussions. If any provision is unenforceable, it is severed and the rest continues in force. A failure to enforce a right is not a waiver of it.

Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.

The agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

Disputes. Before starting proceedings, other than for urgent interlocutory relief, a party must give written notice of the dispute and the parties’ senior representatives must meet, in person or by video, within 14 days and try in good faith to resolve it. If it is not resolved within 30 days of the notice, either party may proceed.

Kuggar Pty Ltd (ABN 67 165 118 561)
Sydney NSW, Australia

Legal: legal@mysecurityeducation.com
General: via the contact form