Terms and Conditions
Please read the following Terms of Sale ("Terms") carefully as the provisions contained in these Terms govern your rights and obligations in respect of the sale and purchase of zApp Books made on or through or in connection with the sQuizya Library (Teachers) or the sQuizya Library (All Users) or any other platforms where the purchase of zApp Books may be made whether now or at any time in the future at the discretion of the Provider, including the platforms My Library and School Library (Teachers) (all such platforms collectively referred to as "Libraries").
These Terms are supplementary to the User Agreement and are incorporated into the User Agreement by this reference. Unless otherwise defined herein, all capitalised terms are defined in the User Agreement.
1. ACCEPTANCE OF TERMS
- 1.1 These Terms are made by and between the following parties:
(a) sQuizya Pty Ltd (ABN 18 751 964 411 / ACN 167 051 354) and its successors and assigns ("Provider");
(b) any individual or entity that is invoiced or charged by the Provider for the use or access of the Portal by the Purchaser, as the term is defined in sub-clause (c) below ("Account Holder"); and
(c) any individual or entity who purchases zApp Books ("Purchaser", "you" or "your").
- 1.2 By checking on the "I Agree to these Terms of Sale" box prior to purchase, you acknowledge that you have scrolled through, and have read and understood the provisions of these Terms, and you agree, on your own behalf, or on behalf of those you represent, to be bound by the provisions herein as of the time you check the aforesaid box (being the "Effective Date").
- 1.3 If you do not agree to the provisions of these Terms, you must not check on the "I Agree to these Terms of Sale" box and you will not be permitted to purchase any zApp Books on or through or in connection with the Libraries.
- 2.1 You represent and warrant that:
(a) you are at least 18 years old;
(b) you have the capacity to form a binding contract;
(c) you are not a person barred from accessing or using the Site under the User Agreement; and
(d) your access or use of the Site or the Portal and/or all Features therein does not violate any applicable law or regulation.
3. PURCHASE PROCESS
- 3.1 Unless otherwise agreed by the Provider in writing, all zApp Books displayed on the Libraries must be purchased through the purchase facility made available with the Libraries only ("Purchase Facility") and your ability to purchase zApp Books will therefore be dependent on whether you have access to the Purchase Facility or otherwise.
- 3.2 The process for purchases made through the Purchase Facility for all zApp Books is as follows:
(a) Step 1: all zApp Books ordered by non-Account Holders must be first approved for purchase by the Account Holder. On approval, the Account Holder must add such approved zApp Books to its shopping cart. All zApp Books ordered directly by the Account Holder must be added to the shopping cart (all zApp Books placed on the shopping cart shall be referred to as the "Order" in these Terms);
(b) Step 2: you must review the Order, including the purchase price and description of zApp Books ("Purchase Price"), to ensure that the Order is accurate, have been added accordingly and is complete;
(c) Step 3: on review under Step 2, the Account Holder may proceed with the Order by clicking on the "Proceed to Checkout" button;
(d) Step 4: payment for the Order must then be made ("Payment") through the Online Payment Facility if required under clause 6;
(e) Step 5: if the Order and, where required,Payment are accepted by the Provider, a message is displayed indicating such acceptance ("Order Acceptance");
(f) Step 6: on Order Acceptance:
(i) a notification will be sent to Your Account ("Purchase Confirmation Notification") together with instructions for accessing the purchased zApp Books ("Access Instructions"); and
(ii) where relevant, a receipt of Payment ("Receipt") is sent to the Account Holder.
- 3.3 For the purposes of these Terms:
(a) all zApp Books displayed on the Libraries are considered the Provider's 'invitations to treat';
(b) all Orders represent an offer to purchase zApp Books described in the Order and you and the Account Holder (if different persons) are bound by the Order;
(c) the Provider shall not be bound by any Orders prior to Order Acceptance,and the Purchaser acknowledges and agrees that the purchase of zApp Books pursuant to an Order is subject to availability. The Provider reserves the right to accept or reject an Order in whole or in part, vary such Order and/or suspend or discontinue the supply any zApp Books in respect of any Order; and
(d) the sale and purchase of the zApp Books shall be deemed to have occurred on Order Acceptance.
4. PURCHASE OF LICENCE
- 4.1 The purchase of zApp Books comprises the purchase of a limited non-exclusive non-transferrable licence ("Licence") by the Purchaser for the access and use of the zApp Books on a computer, electronic device or any other form of locally accessible repository.
- 4.2 The term of the Licence shall be for the duration of the continued subscription of the Service Plan in accordance with the terms and conditions set out in the User Agreement ("Access Period").
- 4.3 Each Licence purchased by you may also be subject to the following:
(a) restrictions imposed by the Licensor ("Licence Restrictions"), if any, including copyright restrictions; and
(b) compatibility requirements ("Compatibility Requirements"), including, without limitation, requirements as to:
(i) types of format;
(ii) types of software, hardware, data or network services; and
(iii) types of operating systems.
- 4.4 The Licence Restrictions and Compatibility Requirements for each zApp Books purchased or intended for purchase are displayed on the Libraries as part of the product description of such zApp Books. In accordance with the disclaimer provisions contained in the User Agreement, to the extent that your purchase or non-purchase of zApp Books may be influenced by any Licence Restrictions or any Compatibility Requirements imposed on the zApp Books, you bear the sole and exclusive responsibility to ensure that you have read and understood, and acknowledge and agree to, such Licensing Restrictions and Compatibility Requirements prior to the purchase of such zApp Books in accordance with these Terms.
5. PURCHASE PRICE
- 5.1 The Purchase Price of zApp Books is stated in a sale currency of the Purchaser at the currency conversion rate determined by the Provider from time to time as reasonable.
- 5.2 The Purchase Price may include any direct or indirect taxes charged at the appropriate rate as may be required by relevant laws to be imposed on the purchase of zApp Books in the jurisdiction governing the sale and purchase of zApp Books herein, including goods and services tax, value added tax and sales tax. You are responsible and shall be solely liable for any other taxes, liabilities or duties payable on all purchases of zApp Books made outside of the governing jurisdiction.
- 5.3 The Provider reserves the right to change the Purchase Price of zApp Books at any time, and does not provide price protection or refunds in the event of a price drop or promotional offering.The Provider shall not be obliged to provide any reasons whatsoever for any changes or revisions to the Purchase Price.
6. PAYMENT OF PURCHASE PRICE
- 6.1 Payment of the Purchase Price may only be made through the online payment facility of the Provider ("Online Payment Facility") unless the Provider otherwise expressly permits or agrees for payments to be made on receipt of an invoice issued to the Account Holder by or on behalf of the Provider ("Invoice Me Option").
- 6.2 Payments made by means of the Online Payment Facility are made using secure data protection processes. Notwithstanding the aforesaid, the transmission of information through the internet is never entirely secure. The Provider shall use its best efforts to protect your financial or confidential information but is unable to guarantee the security of any such information submitted or provided by you to the Provider.
- 6.3 You hereby acknowledge and agree that:
(a) any submission or provision of information (including provision of credit card information) by you through or in connection with the Online Payment Facility is made at your own risk and that the Provider disclaims any and all liability for, or arising in connection with, any interception, 'hacking' or other unauthorised access of such information by any unauthorised third parties; and
(b) you are responsible for ensuring that the transaction, credit card information and all other details provided in relation to payment of the Purchase Price or any other related payments made through the Online Payment facility are correct. The Provider disclaims any and all liability for, or arising in connection with, any incorrect transactions, errors or otherwise caused by factors outside of our control.
- 6.4 Subject to the other provisions of this clause herein, if for any reason the Provider is held to be liable to you (or the Account Holder or both, if different persons) in relation to the Online Payment Facility, the extent of the Provider's total liability shall be limited to an amount equivalent to only the Purchase Price of the zApp Books to which the transaction made by you through the Online Payment Facility relates.
- 6.5 In the event that the Invoice Me Option is offered to the Account Holder, the Account Holder shall be required to pay the full amount specified in the relevant invoice within 30 days of the date of the invoice of the same by way of a direct transfer of the amount into the bank account named by the Provider in the said invoice.
7. DELIVERY AND RISK
- 7.1 For the purposes of these Terms, "Delivery" shall be deemed to have occurred each time you access the zApp Books in accordance with the Access Instructions as described in Step 6 of the purchase process set out in clause 3.2(f).
- 7.2 Risk of loss of access to the zApp Books purchased by you shall pass to on expiry of the Access Period.
8. TITLE IN ZAPPS AND PROPRIETARY RIGHTS
- 8.1 The title in and to zApp Books remain with the Provider or its licensors at all times. All proprietary rights, title and interests in the zApp Books, including, without limitation, texts, images, photographs, animation, video, audio, music and 'applets' incorporated or embodied in any of the zApp Books, shall belong solely and exclusively to the Provider or its licensors.
- 8.2 All rights which are not expressly granted to you or any Authorised User under these Terms shall be reserved by the Provider and its Licensors.
- 8.3 Unless expressly authorised pursuant to the Licence Restrictions or in any copyright notice displayed in the zApp Books ("Copyright Notice"), you hereby acknowledge and agree that:
(a) you may not copy, modify, translate, publicise, reproduce, exploit, broadcast, transmit, transfer (through file sharing networks or otherwise), distribute, perform, display, rent, lend or sell any of, or any portion of, any zApp Books, or create any derivative works thereof, and you may not use any zApp Books in connection with any commercial endeavours, whether in whole or in part;
(b) you may only access or use any or all zApp Books within the limitations of the Licence Restrictions and the Copyright Notice and in accordance with these Terms solely for your personal use or for teaching or educational purposes;
(c) you may not alter any text, graphics, images, audiovisual or any other materials contained in any or all zApp Books;
(d) you may not modify, reverse engineer, decompile or disassemble any or all zApp Books, whether in whole or in part, or tamper with any digital rights management functionality of any or all zApp Books, where applicable;
(e) you may not bypass, defeat or circumvent any of the functions or protections embodied in any or all zApp Books or any mechanisms operatively linked to any or all zApp Books, or separate any individual component for use on more than one computer, electronic device or other locally-accessible repository; and
(f) to the extent that any or all zApp Books are accessed or used by an Authorised User, you shall ensure that such Authorised Users are made aware of, and will observe the Licence Restrictions for each Product.
- 8.4 Any unauthorised reproduction, publication, further distribution or public exhibition of the zApp Books, in whole or in part, is strictly prohibited.
9. REFUND POLICY
- 9.1 You are not entitled to reject or return the zApp Books purchased by you under these Terms unless both the following conditions have been fulfilled:
(a) the zApp Books:
(i) is not in accordance with the Purchase Confirmation Notice; or
(ii) is in accordance with the Purchase Confirmation Notice but cannot be viewed, accessed or used or is otherwise defective or unmerchantable; and
(b) you notify us of the details of your claim by way of an email to email@example.com within 3 days of the date of the Purchase Confirmation Notice.
- 9.2 The Provider shall not be required to accept any rejection or return of zApp Books, or to replace any zApp Books, or to refund the Purchase Price or any part of the Purchase Price to you, where, in the opinion of the Provider:
(a) you have failed to comply with any of your obligations under these Terms;
(b) you have failed to access the zApp Books within the Access Period;
(c) you have failed to review or comply with the Licence Restrictions or the Compatibility Requirements in respect of the zApp Books prior to your purchase;
(d) you, any Authorised User or any other persons handling, using or dealing with the zApp Books subsequent to Delivery have caused the zApp Books to become damaged, defective or unmerchantable or have failed to take steps to prevent the zApp Books from becoming damaged, defective or unmerchantable.
- 9.3 Without limiting the generality of clause 9.2, the evolving nature of software and digital formats used in or applicable to zApp Books mean that the Provider is unable to guarantee that the format or software of choice may always be available to you.
10. EXCLUSIONS OF LIABILITY AND INDEMNITY
- 10.1 To the fullest extent of the law, the Provider expressly disclaims all conditions, warranties, representations, liabilities and obligations of any kind, whether express or implied, including, but not limited to any conditions or warranties as to:
(a) merchantability, fitness for a particular purpose or correspondence to particular descriptions in respect of the zApp Books;
(b) the results procured from the access and use of the zApp Books;
(c) the fact that such results are accurate, complete or otherwise reliable;
(d) the functions contained in, or operations of, any zApp Books;
(e) the fact that the zApp Books will not damage any software, hardware, data or network services; and
(f) the fact that any such software, hardware, data or network services upon which the zApp Books depends on will continue to be available, uninterrupted or unmodified.
- 10.2 You expressly understand and agree that the Provider, its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for:
(a) damage to property;
(b) loss of profits or revenue;
(c) loss of data;
(e) other tangible and intangible losses, even if the Provider has been advised of the possibility of such damages,
resulting from or arising in connection with the purchase and use of any zApp Books by you or any Authorised User or any other third party under these Terms or under the User Agreement or under any Licence Restrictions.
- 10.3 You agree to fully indemnify, defend and hold the Provider, and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, harmless from any and all claims or demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of your purchase and use of the zApp Books.
- 10.4 Subject to any other provisions contained in these Terms, to the extent that the Provider and/or any Licensor is liable under the law in respect of any zApp Books, such liability shall be limited to:
(a) the replacement of the zApp Books;
(b) the supply of any other zApp Books of equal value; or
(c) the refund of an amount equivalent to the Purchase Price for the zApp Books paid by you if, at the Provider's sole and exclusive opinion, it is unable to replace the zApp Books or resolve the defect.
11. MODIFICATIONS TO THESE TERMS
- 11.1 The Provider reserves the right to make any amendments to these Terms at any time in its sole and absolute discretion, with or without notice to you. The most current version of these Terms as posted on this page shall supersede all previous versions.
- 11.2 It is your responsibility to check regularly to determine whether a new version of these Terms has been uploaded. If you do not agree to any revisions pursuant to the upload of a new version of these Terms, then you must not place an Order to purchase any zApp Books.
- 11.3 You agree that the Provider shall not be liable to you or to any third party for any such amendments to these Terms. Your continued Orders after such modifications or amendments shall constitute an acceptance of your agreement to be bound by these Terms, as amended.
12. SUSPENSION AND TERMINATION
- 12.1 The Provider may, under certain circumstances and without prior notice, suspend its obligations under these Terms and/or immediately terminate the Licence granted to you.
- 12.2 Causes for such suspension or termination shall include, but not be limited to:
(b) requests by law enforcement or other government agencies; and
(c) unexpected technical or security issues or problems.
- 12.3 Upon termination of the Licence for any cause whatsoever:
(a) you must delete and permanently destroy all copies of the zApp Books in your possession, or any part thereof, to which the Licence has been granted; and
(b) the Provider shall be entitled to any and all remedies available to it under the law.
13. REPRESENTATIONS AND WARRANTIES
- 13.1 You represent and warrant that:
(a) you have the legal right and authority to enter into these Terms;
(b) you have the legal right and authority to perform your obligations under these Terms; and
(c) by entering into these Terms, you are not violating or creating a default under any law, rule, regulation, judgment, order, instrument, agreement or charter document binding on you.
14. NO ASSIGNMENT
- 14.1 You must not assign any of your rights or obligations under these Terms to any third parties.
- 14.2 The Provider may, without any notice to you, assign any of its rights or obligations herein to any third party.
- 15.1 A party notifying or giving notice under this Agreement must give notice:
(a) in writing;
(b) with respect to the Provider, to the contact details specified on [insert web page], as may be updated from time to time;
(c) with respect to you, to the postal address, fax number or email address specified in Your Account, as may be updated by you from time to time.
- 15.2 A notice given in accordance with this clause is received:
(a) if left at the recipient's address, on the date of delivery;
(b) if sent by prepaid post, four (4) days after the date of posting;
(c) if sent by fax, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice; and
(d) if sent by email, when the sender does not receive any failed delivery email notification from either its, or the recipient's, mail server within two (2) days after the date of the email.
16. GOVERNING LAW
- 16.1 This Agreement and any obligations arising out of or in relation to Agreement shall be governed by and construed in accordance with the laws of the state of Victoria and the Commonwealth of Australia.
- 17.1 You understand, agree and acknowledge that the courts of the state of Victoria are to have exclusive jurisdiction to settle any dispute (including claims for set-off and counter claims and disputes relating to any non-contractual obligations) which may arise out of or in connection with this Agreement and for such purposes irrevocably submit to the jurisdiction of the aforesaid courts.
18. ENTIRE AGREEMENT
- 18.2 You are also bound by any additional restrictions or obligations made in any Licence Restrictions or Copyright Notices for any zApp Books purchased by you.
- 18.3 This Agreement may be modified from time to time by the Provider by way of written notification to you in accordance with clause 15.
19. WAIVER AND SEVERABILITY OF TERMS
- 19.1 The failure of the Provider to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
- 19.2 If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.