Unless expressed otherwise, Subscription Fees are quoted in United States Dollars and are
exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas,
in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which
you choose to use.
Subscription Fees must be paid at the beginning of each Subscription Period unless otherwise
agreed at the time of selecting the Subscription Plan.
Any Additional Fees, including fees for additional AI Generation Credits must be paid for at the time
you procure them.
You acknowledge and agree that the AI Course Creator will only be accessible using the internet, by users with a valid Account and will not be available “locally” from your own servers or devices.
Support for the AI Course Creator is provided in accordance with the support arrangements as set
out on our Website and may vary from time to time.
If it is necessary to interrupt your use of the AI Course Creator, we will endeavour to provide you with
reasonable notice (where possible) of when, and the anticipated duration for which, the AI Course Creator will be unavailable.
You acknowledge that access to the AI Course Creator may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may
be updates to the AI Course Creator which may change the interface and manner in which it
functions.
You agree that, subject to any Non-excludable Condition, we are not liable for any loss, foreseeable or not, arising from any interruption to your access to the AI Course Creator, planned or not, and any such interruptions will not constitute a breach by us of these terms.
You acknowledge that access to certain features or content, including the number of courses you can create using the AI Course Creator, may be subject to restrictions or limitations based on your selected Subscription Plan or other factors.
From time to time, we may make available additional AI Generation Credits for use beyond the Usage Restrictions on your Subscription Plan. Where available, such resources must be paid for at the time you procure them and where recurring will be included as an Additional Fee payable in
accordance with the payment terms set out in clause 6.
In order to use the AI Course Creator, you are required to provide us with Personal Information and
create an Account with us.
Maintaining the security of your Account is important to ensuring your Personal Information, and that
data which we process on your behalf, remains safe. We work hard to keep the AI Course Creator
secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use,
or for your benefit, except that an authorised employee or agent may create an Account on behalf of
your business. You also agree not to disclose your Account security credentials to another person or
permit them to access your Account. It is your responsibility to educate the end users with whom you
share or deliver courses through the AI Course Creator, about the importance of safeguarding their
account security credentials. You are responsible for the activities undertaken using your Account
which occur via AI Course Creator, whether such activities are authorised by you or not.
You undertake not to upload, store or access any data on or use the AI Course Creator if such
access, use or storage would infringe a person’s Intellectual Property right, breach any Privacy Law
or breach any other law or applicable code (including any common law, statute, delegated
legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia, or a law in
the jurisdiction in which you operate).
You may only acquire and make use of the AI Course Creator for the sole purpose of meeting your
internal business needs. You may sell the courses or charge a fee from users that have enrolled to
the courses you have created using the AI Course Creator.
We reserve the right to limit or suspend all or part of your access to the AI Course Creator and alter your Account information, if in our reasonable opinion:
Suspending your Account will not constitute a breach of this Agreement by us.
Certain components or features of the AI Course Creator may include applications, Language
Models, tools, materials, links, data, resources, services or content that are operated by third party
service providers that are not affiliated with us (Third Party Services and Content). You
acknowledge and agree that, subject to any Non-excludable Conditions, we are:
You acknowledge and agree that the use of any Language Model within the AI Course Creator,
carries a statistical degree of uncertainty and its capability is limited to and reflective of the training
data. Language Models do not fully grasp contextual nuances or derive information from
authoritative and verified sources. As such the production of Hallucinations are common in results
derived from Language Models.
From time to time the courses you create using the AI Course Creator Learning Models may contain
incorrect or plagiarized content, copyright violations and grammatical, logical and contextual errors.
You are solely responsible for verifying the accuracy of any content and the legal use of any
copyrighted content generated through eSkilled AI Course. You are solely responsible to make any
amendments as you deem necessary to ensure the content in the courses are accurate, credible,
complete, and up to date and that the use of the content is legal and not in violation of any copyright
protection. The AI Course Creator is merely a tool to assist you to create and deliver courses and
does not produce the final output nor provide any guarantees thereof.
If you provide us with content, including, without limitation, text, photos, images, audio, video, code
and any other materials (User Content), your User Content stays yours. This Agreement does not
transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free,
sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative
works of (such as those resulting from translations, adaptations or other changes we make so that
User Content works better with the AI Course Creator), communicate, publish, publicly display,
publicly perform and distribute User Content for the purposes of allowing us to provide, improve,
promote, protect the AI Course Creator and train the Language Models we use. You waive any
claims against us relating to any moral rights or similar rights worldwide that you may have in the
User Content.
You represent that you own all rights to your User Content or otherwise have (and will continue to
have) all rights and permissions to legally use, share, display, transfer and license your User Content
to the extent that it is used within the AI Course Creator, including for the training of the Language
Models which we use.
While we reserve the right to take down any User Content which is in breach of this Agreement, you
acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.
You acknowledge and agree that our role is strictly to assist in creating, selling, sharing or otherwise
delivering courses based on your User Content uploaded on to the AI Course Creator. You bear full
responsibility for the legality, accuracy and completeness of your User Content,
You must not do any of the following, assist anyone to do any of the following or permit any person
over whom you have effective control to:
We aim to provide the best possible user experience, however, subject to the Non-excludable
Conditions and to the fullest extent permitted under the law, we make no warranties or guarantees
that the AI Course Creator is fault free, regarding the AI Course Creator’s fitness for any particular
purpose which we have not expressed, or regarding your access to, or the results of your access to,
the AI Course Creator including its correctness, accuracy, timeliness, completeness, reliability or
otherwise.
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by
any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including
consequential losses, suffered or incurred directly or indirectly by you in connection with this
Agreement, including:
To the fullest extent possible under the law, we limit our liability for any breach to: in the case of
goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the
replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
in the case of services: the resupply of the services or the payment of the cost of having the services
resupplied.
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or
partially, directly or indirectly, in connection with your: infringement of any third party Intellectual
Property rights; use of any output of the AI Course Creator; or your breach of any law including
Privacy Law.
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the
other party specifying the nature of the Dispute. The parties must submit themselves to the dispute
resolution procedure set out in this clause 15 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may
require the Dispute to be referred for mediation. The mediation must be undertaken in accordance
with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless
otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the
Dispute is not resolved within 30 days of the mediation commencing either party may commence
proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 15. The
mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or
prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar
interim relief from a court.
Either party may terminate this Agreement if the other party commits a material breach of this
Agreement and the breach is incapable of being remedied or if the breach is capable of being
remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy.
We may end this Agreement:
You may terminate this Agreement with us immediately by closing your Account or notifying us in
writing. Termination then takes effect at the end of the current Subscription Period, if you provide
notice of termination before the end of the current Subscription Period.
Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an
interest in its rights in this Agreement without the other party’s consent.
Entire Agreement – This Agreement contains the entire agreement between the parties about its
subject matter. Any previous understanding, agreement, representation or warranty relating to that
subject matter is replaced by this Agreement and has no further effect.
Governing law – The laws of Queensland, Australia govern this Agreement. The parties submit to
the exclusive jurisdiction of courts exercising jurisdiction there.
Notices – The parties agree all notices, disclosures and other communications that are provided in
accordance with this clause, satisfy any legal requirement that such communications be in writing.
Any communication under or in connection with this Agreement:
Relationship – Nothing in this Agreement is intended to create or be construed as creating a
relationship of agency, joint venture or partnership between any of the parties.
Severability – Any provision of this document which is unenforceable or partly unenforceable is,
where possible, to be severed to the extent necessary to make this document enforceable, unless
this would materially change its intended effect.
Variations to this Agreement – We may vary this Agreement (including by varying the Subscription
Fee) by giving written notice to you. If you do not accept the terms of the variation you may terminate
your subscription in accordance with clause 16. The variation takes effect at the beginning of the
next Subscription Period.
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in
this Agreement have the following meanings:
Account or AI Course Creator Account means the username and access credentials used when you access the AI Course Creator.
Additional Fees mean fees in addition to Subscription Fees which arise from your purchase of
resources exceeding the Usage Restrictions of your Subscription Plan, and includes additional AI
Generation Credits.
Agreement means these terms and conditions and any document incorporated into them by
reference.
AI Generation Credits means the resources needed to generate content using AI Course Creator.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the
mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial
action or labour disturbance, currency restriction, embargo, action or inaction by a government, a
failure of a supplier, public utility or common carrier or computer disruption due to the effects of a
computer virus, trojan, malware, a ransomware attack or other malicious code.
Fees means Subscription Fees and any Additional Fees.
Hallucination means any false or misleading information presented as fact by Language Models.
Intellectual Property means all present and future rights conferred by statute, common law or
equity (and all moral rights) in or in relation to business names, domain names, circuit layouts,
computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents,
plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial,
commercial, scientific, literary or artistic field, the benefit of any application to register such a right
and the benefit of any renewal or extension of such a right.
Language Model means the output of a machine learning or other artificial intelligence platform
consisting of machine-readable data trained or trainable from data inputs, tailored to understanding
and generating natural language text.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer
guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be
excluded.
Personal Information means information or an opinion about an identifiable individual (not a
company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy
Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to
time.
Subscription Fee means the periodic price for the AI Course Creator Subscription Package as set
out on our Website.
Subscription Plan means any one of the subscription plans advertised on our Website from time to
time or as otherwise agreed in writing between the parties.
Subscription Period means the period of time attached to the Subscription Plan which you sign up
for.
You or your means the person or entity using the AI Course Creator.
Us, we or our means eSkilled Pty Ltd ACN 635 775 656.
Usage Restrictions means any limits to the use of AI Course Creator, including but not limited to AI
Generation Credits, concurrent users, storage or other resources, and as set out on our Website or
in the details of the Subscription Plan.
