TERMS & CONDITIONS OF MEMBERSHIP

1. DEFINITIONS

   In these Terms & Conditions:

   "FoL" means Facts of Life Training Solutions ABN 13 316 370 358.

   "FoL Service" means the online continuing professional development and education services provided by FoL including via the Platform.

   "Content" means educational and training information provided from time to time or made available by FoL to Members on the Platform or otherwise as part of the FoL Service which Content may be delivered in the form of seminars, webinars, podcast, PowerPoint Presentations and reading material or other methods, and for the purpose of intellectual property rights extends to any other images, text or content displayed on or via the Platform from time to time.

   "Membership Form" means the online form for completion of information necessary to sign up to and obtain access to the FoL Service.

   "GST" means goods and services tax within the meaning of the GST Act.

   "GST Act" means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

   "Intellectual Property Rights" means all statutory and other rights in respect of copyright, registered and unregistered trade marks, registered and unregistered designs, patents, business and company names and other proprietary rights including moral rights and rights of authorship, arising out of intellectual activity in any field including industrial, commercial, scientific, literary or artistic fields.

   "Member" means any person who signs up to and receives a login username and password to the FoL Service.

   "Module" means a specified training program, course, learning module or part thereof available for completing through the online Platform.

   "Fee" means the fee or fees payable for the Member’s membership to the FoL Service, any particular Module or as otherwise provided from time to time in connection with the FoL Service.

   "Platform" means the software including any hosting website(s) made available by FoL for the delivery of the FoL Service pursuant to which Members are able to access and complete Modules.

   "Terms & Conditions" means this document titled Terms & Conditions.

2. INTERPRETATION

   1. Words importing the singular number include the plural and vice versa. 
   2. Any gender includes the other genders. 
   3. A reference to a person includes a reference to a body corporate, firm, authority, government or governmental agency or other entity.
   4. A reference to legislation or to a legislative provision includes all regulations, orders, proclamations, notices or other requirements under that legislation or legislative provision.  It also includes any amendments, modifications or re-enactments of that legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision.
   5. Any clause headings in, and index to, these Terms & Conditions are for reference purposes only and do not in any way influence or affect the meaning of these Terms & Conditions.
   6. A reference to a party is a party to these Terms & Conditions.
   7. References to clauses, schedules or annexures are references to clauses, schedule or annexures of these Terms & Conditions.

3. APPLICATION

   1. These Terms & Conditions apply to the membership of and all access to the FoL Service by the Member at all times and override any contrary term, agreement or condition contained in any other document including any governing document or terms and conditions pertaining to the business of a Member unless agreed otherwise in writing by the FoL.
   2. By completing a Membership Form and gaining access to the FoL Service, the Member agrees to access the FoL Service under and abide by these Terms & Conditions and any other document pertaining to the FoL Service including website terms and conditions.
   3. For the purpose of clarity, any Content delivered directly to Members outside of the Platform is nevertheless delivered as part of the FoL Service and is subject to these Terms & Conditions.
   4. The Member acknowledges and agrees that FoL may vary these Terms & Conditions from time to time.  A notification of updated Terms & Conditions will be displayed on the Platform and existing Members may be required to accept new Terms & Conditions in order to continue to have access to the FoL Service from time to time but not in respect of services (including Modules) in respect of which a Fee has already been paid.

4. FOL SERVICE

   1. The Member acknowledges that FoL provides the FoL Service whereby FoL makes available for viewing Content, and in certain cases interacting with Content or other persons including teachers, lecturers, FoL personnel and other Members via the Platform.
   2. Each Module offered by FoL via the Platform becomes available on the day the Member has paid the Fee for the Module and unlocked its contents. Access to the Module terminates automatically 30 days following the initial grant and renewal may necessitate the payment of a second or renewal Fee unless otherwise agreed by FoL.
   3. The FoL Service provides features for Members including viewing material and downloading certain material.  Members are expressly prohibited from copying or reproducing for distribution whether for or without reward, any Content made available on the online Platform. Members are expressly prohibited from downloading, copying or reproducing any Content in respect of which a download function does not exist, including webinars and slides provided as part of any Module made available on the online Platform.
   4. The Member acknowledges and agrees that the style, format and content of the Platform may vary from time to time at FoLs absolute discretion.  FoL makes no representation as to the services available and the Content provided via the Platform or otherwise as part of the FoL Service at any time.
   5. The Member acknowledges that Content and other information appearing on the Platform may be the subject of Intellectual Property Rights of FoL or other persons. Use of the Platform does not grant the Member any licence or right to such information other than to the extent contained in these Terms & Conditions, the terms and conditions of any website which is part of the Platform or as advised by FoL from time to time.
   6. FoL does not endorse or recommend products or services of any particular Content provider or guarantee their acceptance of the Member into any particular program.
   7. FoL may from time to time offer access to Modules or the Platform via a mobile device application. Mobile access via the mobile device application will be on the same terms as these Terms & Conditions and any additional terms set out by Apple Inc, Google, Android and as outlined in the mobile device application.

5. MEMBERSHIP AND LOGIN

   1. Upon sign-up to the FoL Service online by the Member and payment of any initial sign-up Fee (if applicable from time to time) login details comprising a username and password will be provided to the Member to allow access to the FoL Service via the online Platform. Members must not borrow, use or reuse any other Member’s personal login details.
   2. For businesses, membership will be by and individual login details will be provided for each person intended to be a user (each a Member) of the FoL Service for their personal use in accordance with the foregoing provisions.  Individual login details may not be shared or used by a business for multiple persons and the Member acknowledges that only one certificate of completion of each Module will be issued in the personal name of the Member who signed up to the FoL Service or the relevant Module.
   3. The Member is responsible for the confidentiality and use of the login details.  The Member is also solely responsible for all information electronically transmitted or use of any data, information or services obtained using the login details.
   4. Without limiting the foregoing, the Member is responsible for the use of the FoL Service by any person to whom the Member gave its login details including that person’s use or misuse of the login details and any breaches by that person of these Terms & Conditions.
   5. The Member represents and warrants that all the information provided in the Membership Form is accurate and the Member does not impersonate any other person.
   6. FoL may offer a number of membership plans, including special promotional plans or memberships with differing conditions and limitations, any of which may be subject to additional terms. Those additional terms will form part of and are in addition to these Terms & Conditions.

6. FEES

   1. All Fees payable by Members on the Platform are payable in advance, unless otherwise agreed by FoL.
   2. If the relevant Fee includes GST, FoL will provide to the Member upon request a tax invoice which complies with the GST Act.
   3. Each Fee, once paid, is not refundable other than as provided in these Terms & Conditions or as agreed by FoL in its discretion.
   4. The FoL Service may offer the use of credit card or alternative methods for payment.
   5. If the Member has completed credit card details for debiting of a Fee as part of the Membership Form, the Member agrees that:
      1. FoL is authorised to debit the Fee and any other Fees payable as part of the Member’s membership and use of the FoL Service from the Member’s credit card at any time after submission by the Member of the Membership Form unless the Member cancels the membership by written notice to FoL before the Fee is debited; and
      2. the membership (including any Module) will not automatically renew on its expiry but if renewed then the same credit card may be used for debiting of the next Fee applicable.
   6. Where payment is made through an online payment service (including but not limited to PayPal or Shopify) the terms of such payment service apply in addition to these Terms & Conditions.
   7. FoL reserves the right to adjust the pricing for any of all components of the FoL Service including membership and individual Modules in any manner and at any time as it determines.
   8. FoL may offer a free trail for the FoL Service or particular aspects of it from time to time. The free trial period will last for the length specified. FoL reserves the right, it its absolute discretion, to determine the Member’s free trial eligibility and the terms of the free trial, which will form part of and are in addition to these Terms & Conditions.

7. COURSE COMPLETION AND ACADEMIC REQUIREMENTS

   1. When accessing and studying the Content on the Platform as part of any Module, Members agree and warrant that:
      1. answers to quizzes and multiple-choice questions will be the Member’s own work;
      2. the Member will not make solutions to activities, quizzes, tests or exams or other tasks performed as part of a Module available to anyone else (including both work or solutions written by the Member and any official advice, solutions or feedback provided by FoL, any teacher, lecturer or Content provider); and
      3. the Member will not engage in any other activities that will dishonestly improve the Member’s results or dishonestly improve or hurt the results of others.
   2. FoL reserves the right to add, edit remove, cancel, delay, interrupt or reschedule any Module or modify its Content.
   3. The Member acknowledges that each Module may be the subject of particular standards, restrictions or terms for completion intended to meet the pre-requisites of any qualification in respect of which the Module relates and the reasonable academic requirements of FoL as a program provider. The Member agrees to adhere to all such standard, restrictions or terms and to inform FoL of the Member’s inability or expected inability to meet such standards, restrictions or terms.
   4. FoL may from time to time advertise guidelines but the Member acknowledges that these are guidelines only and satisfactory completion of assessment is in FoL’s complete discretion. FoL accepts no liability for any failure by the Member to pass any activity or successfully complete any Module and no refunds of Module Fees will be provided due to unsuccessful completion.   
   5. The Member acknowledges that FoL does not engage in vetting Members before signing up to the FoL Service and makes no warranty that any Member will be in position to pass any activity or complete any Module.
   6. For certain Modules, subject to the Member’s satisfactory performance of the Module, as determined in the sole discretion of FoL, the Member may be awarded a certificate of completion acknowledging successful completion of the Module. The Member acknowledges that any certificate of completion, if provided, will be from FoL and in such form as FoL deems fit and will not constitute an academic credit from any other provider.
   7. FoL warrants that each Module is relevant only for, and completion of the Module will only entitle the Member to, such academic credit or qualifications as expressly stated on the Platform in respect of each Module.  FoL does not warrant that a Module will qualify as credit or use for any other purpose. Completion of the module may be used for nursing and/or midwifery continuing professional development.  FoL does not make any warranty as to:
      1. the reputation of FoL as an academic services provider; or
      2. the usefulness of any academic qualification granted by FoL; or
      3. whether the FoL Service, including the Content of any Modules, compares with any other course, academic credit or academic service (whether or not similar in nature) by any other academic provider.

8. USER CONTENT SUBMISSION AND ENGAGEMENT WITH OTHERS

   1. FoL may, from time to time or in respect of particular Modules or aspects of the FoL Service, make available methods including FoLs Facebook site or internal email service for Members to communicate on the Platform with FoL staff, teachers, lecturers and Content providers as well as each other.
   2. Members agree to at all times act professionally and respectfully toward any person with whom they interact as part of the FoL Service, whether on the Platform or via any third party service including personal email, chat forums and  telephone.
   3. Members agree to at all times in connection with the FoL Service:
      1. not to use the Platform for the purpose of, or otherwise in connection with the FoL Service, distribute spam, virus or other illegal or unauthorised cyber activity and to otherwise abide at all times by all laws pertaining to online activity and intellectual property;
      2. act professionally and respectfully toward any person with whom they interact as part of the FoL Service, whether on the Platform or via any third party service including personal email, chat forums and  telephone; and
      3. act honestly and in good faith toward FoL and any other person with whom they interact as part of the FoL Service.
   4. In relation to any Content that the Member submits or otherwise makes available in connection with the FoL Service, the Member hereby grants to FoL a fully transferable, sub-licensable, worldwide, perpetual, royalty-free and exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content.

9. MEMBER WARRANTIES AND UNDERTAKINGS

   1. The Member represents and warrants to FoL, as an inducement to grant the Member membership of the FoL Service, that:
      1. the Member is a health industry professional intending to access the Content for personal use only in connection with the Member’s achieving certain professional accreditations; and
      2. the Member will at all times abide by the undertakings in clause 7.2;
   2. The Member undertakes at all times while accessing the FoL Service to:
      1. access the FoL Service or otherwise utilise the Platform for the purpose of obtaining Content for personal purposes only;
      2. comply at all times with all parts of these Terms & Conditions;
      3. not to illegally or in any other way not authorised by FoL:
         1. download Content or other information from the Platform;
         2. upload Content or other information to the Platform; and
      4. not to replicate, distribute or disclose freely or for profit any Content or information appearing on the Platform or to undertake any action infringing the Intellectual Property Rights of FoL, or any other person including persons who have supplied Content.
   3. The Member is taken to make the representations in clause 9.1 and agree to the undertakings in clause 9.2 on each occasion on which the Member accesses the FoL Service including the Platform.
   4. The Member indemnifies FoL in respect of any cost, expense, loss or damage whatsoever including but not limited to legal fees incurred in defending any claim against FoL resulting from a breach by the Member of:
      1. the warranties and undertakings contained in clause 9.1 and 9.2; or
      2. any other term of these Terms & Conditions.
   5. Without limiting the provisions of clause 9.4, the Member acknowledges and agrees that damages are an insufficient remedy in respect of a breach by the Member of the undertakings in clause 9.2 and that FoL may seek injunctive relief against the Member to prevent the Member’s breach of its undertakings in clause 9.2.
   6. FoL may, but is not required to:
      1. monitor or review the Platform for any violations of these Terms & Conditions;
      2. take any legal action against anyone who violates these Terms & Conditions;
      3. refuse, restrict access to or the availability of, or remove or disable any Content including by terminating a Member’s membership or access to the FoL Service if a Member is in breach of these Terms & Conditions.
   7. Without limiting any other provisions of these Terms & Conditions, FoL reserves the right to, in it’s sole discretion and without notice or liability, deny access to and use of the Platform to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions, or of any applicable law or regulation.

10. DISCLAIMER AND LIMITATION OF LIABILITY

    1. Without detracting from any other provisions of these Terms & Conditions, the Member agrees that FoL does not accept responsibility and shall not be liable for:
       1. the actions of other Members or other persons using the FoL Service including receipt by the Member of harmful or offensive information, spam or malware from a person even if via the FoL Service;
       2. any competing or offending Content or information appearing on the Platform at any time including by other Members;
       3. any breakdown, interruption or malfunction in the Platform or any other arrangements made by FoL for the delivery of Content including a cyber attack or data theft;
       4. the accuracy of any Content or information made available via the Platform or in any other way connected with the FoL Service; or
       5. the accuracy of any information regarding eligibility for continuing professional development entitlements including any reference to points which may be accumulated for any Content provided which the Member acknowledges are by way of indication only.
    2. The FoL Service may include links to third party websites and services.  FoL has not reviewed and is unable to review all such third party website and resources. Each Member acknowledges and agrees that FoL are not responsible for the availability of such external websites and resources and the content on them, and does not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites. The Member further acknowledge sand agrees that FoL are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products, goods or services available on or through any such websites.
    3. Each Member agrees that FoL cannot and does not guarantee or warrant that files available for downloading from the internet will be free of viruses or other destructive code. The Member is responsible for implementing sufficient procedures and checkpoints to satisfy the Member’s particular requirements for anti-virus protection and accuracy of data input and output.
    4. FoL does not warrant that the FoL Service will be operational at all times or at any particular times.  Members acknowledge the FoL Service may be the subject of disconnections from time to time including during periods of sofware maintenance.
    5. Members acknowledge that the FoL Platform may have minimum system requirements.  FoL may, but is not obliged to, provide troubleshooting and technical support services in relation to the use of the Platform. 
    6. To the maximum extent permitted by law, the Member agrees that FoLs liability to the Member on account of any action or omission by FoL in connection with the FoL Service or these Terms & Conditions, except in the case of fraud, criminal act or gross negligence, is limited to the sum of the total Fee or Fees paid by the Member on account of the FoL Service.

11. TERMINATION

    1. Without limiting any other provision of these Terms & Conditions, FoL reserves the right to and may terminate the Member’s membership to the FoL Service at any time by notice in writing to the Member for any reason including but not limited to where FoL forms the reasonable opinion that the Member has breached these Terms & Conditions.
    2. If FoL terminates the Member’s membership:
       1. access by the Member of the FoL Service may be immediately blocked without further notice;
       2. whether or not access to the FoL Service has been blocked, the Member must immediately cease all access to the FoL Service including the Platform;
       3. no refunds will be provided in any circumstances unless approved by FoL in its discretion.
    3. The Member may terminate the Member’s membership to the FoL Service at any time and for any reason by notice in writing to FoL including if FoL is in breach of these Terms & Conditions.
    4. If the Member terminates the Member’s membership, unless FoL is in breach of these Terms & Conditions, the Member is not entitled to a refund of any Fees paid or membership credits for any partial-month or partial-year membership period, uncompleted Modules or unused memberships; and
    5. Termination or cancellation of a Member’s membership in any circumstances is without prejudice to the rights of FoL in respect of outstanding Fee or Fees by the Member and any claims that FoL may have against the Member in respect of any other breach of these Terms & Conditions while the Member’s membership was acting, which rights continue indefinitely until released in writing by FoL.

12. PRIVACY

    1. FoL abides by the Privacy Act 1988 and the Australian Privacy Principles.  FoL Privacy Policy is available on the FoL website at: https://www.factsoflife.com.au/privacy-policy.  The Member acknowledges that, in supplying any personal information to FoL, the Member has had the opportunity to read the Privacy Policy.

13. GENERAL

    1. If any provision of these Terms & Conditions is, or at any time becomes, prohibited by, or unlawful under, any applicable law, regulation or other condition actually applied or otherwise becomes void or unenforceable, it will be severed from these Terms & Conditions and rendered ineffective so far as is possible without modifying the remaining provisions of these Terms & Conditions.  The remaining provisions will, to the extent permitted by the relevant law, regulation or other condition, continue in full force and effect.
    2. None of the terms or conditions of these Terms & Conditions, nor any act, matter or thing done under or by virtue of, or in connection with these Terms & Conditions will operate as a merger of any of the rights and remedies of the parties in or under these Terms & Conditions or otherwise.  All obligations of the parties under these Terms & Conditions will survive the expiration or termination of these Terms & Conditions to the extent required for their full observance and performance.
    3. No provision of these Terms & Conditions may be amended, modified, waived, discharged or terminated orally and no failure or delay by a party to exercise any power, right or remedy under these Terms & Conditions will operate as a waiver of that power, right or remedy, nor will any single or partial exercise of any power, right or remedy under these Terms & Conditions preclude any other or further exercise of that power, right or remedy. A party will only be taken to have waived any power, right or remedy under these Terms & Conditions to the extent that the power, right or remedy has been expressly waived in writing by that party, irrespective of any pervious waiver of any other breach of the same or any other covenant or provision of these Terms & Conditions any other agreement.
    4. The powers, rights and remedies provided under these Terms & Conditions to the parties are not exclusive of any powers, rights and remedies provided at law or in equity unless expressly stated.
    5. Any notice or other communication of any nature which must be given, served or made under or in connection with these Terms & Conditions:
       1. must be in writing in order to be valid;
       2. is sufficient if executed by the party giving, serving or making the same or on its behalf by any attorney, director, secretary, other duly authorised officer or solicitor of such party;
       3. will be deemed to have been duly given, served or made in relation to a person if it is delivered or posted by prepaid post to the address, or sent by email to the number of that person set out in these Terms & Conditions or as notified in writing by that person to the other parties from time to time;
       4. will be deemed to be given, served or made:
          1. (in the case of prepaid post) on the third day after the date of posting;
          2. (in the case of email) on receipt of a transmission report confirming successful transmission; and
          3. (in the case of delivery by hand) on delivery.
    6. These Terms & Conditions will be governed by the laws of Queensland, and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland at Brisbane.