PEEC Terms and Conditions

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Thank you for purchasing the Positive Education Enhanced Curriculum (PEEC). PEEC is a research-based, developmentally sequenced, explicit positive education curriculum for early learning and school students. Our reference to “you” and “Client” in these terms is the educational institution or organisation to whom the licence of PEEC has been granted as well as the individual staff members (Users) who are accessing and using PEEC.

By visiting the Platform and using PEEC in Digital Format, or by purchasing PEEC in Physical Format, you agree to be bound by the following terms and conditions (Agreement).  The Institute of Positive Education (IPE) may change the terms of this Agreement at any time by written notification to the Client. The continued use of PEEC after notification indicates the Client’s acceptance of the updated Agreement and the acceptance of any person that accesses PEEC, including all Users.

GENERAL TERMS AND CONDITIONS

1.0 TERM
1.1. This Agreement commences on IPE’s receipt of the Licence Fee and continues until the expiry of the Term unless terminated in accordance with clause 16 or extended in accordance with this clause 1.
1.2. Prior to the expiry of the Term, the Client may elect to extend the duration of the Agreement for a further Term by paying the Ongoing Licence Fee on receipt of IPE’s invoice and submitting the Renewal Form to IPE.
1.3. The terms and conditions of this Agreement will continue to apply for any further Term.
1.4. Should the Ongoing Licence Fee not be paid prior to the expiry of the Term, IPE will remove the Client’s access to the Platform and the terms of clauses 16.1, 16.3 and 16.4 will apply.

2.0 APPLICATIONS AND ORDERS

2.1. Application for Licence
2.1.1. To apply to purchase PEEC, the Client must first submit an Application Form on the IPE Website.
2.1.2. In determining the eligibility of the Client to receive PEEC, IPE will assess:
2.1.2.1. the existing scope of pastoral care, coaching, teaching and positive education resources of the Client’s institution; and
2.1.2.2. if the Client or an employee of the Client’s educational institution has met the Hurdle Requirements.
2.1.3. The Application Form is not an offer of sale and may be rejected by IPE in its complete discretion.
2.2. Order Form
2.2.1. The Client will be deemed eligible to receive PEEC on the Client’s receipt of:
2.2.1.1. an email from institutecurriculum@ggs.vic.edu.au providing a copy of the Order Form, along with this Agreement; or
2.2.1.2. a link to complete the Order Form on the IPE Website, along with this Agreement.
2.2.2. When a Client submits a signed Order Form to IPE via the IPE Website or via return email to institutecurriculum@ggs.vic.edu.au, the Client is offering to purchase those PEEC from IPE on the terms specified in this Agreement.
2.2.3. To submit an Order Form, the Client must indicate:
2.2.3.1. the category of PEEC required;
2.2.3.2. whether PEEC is to be delivered in Physical Format or Digital Format via the Platform; and
2.2.3.3. the Territory;
2.2.4. The Licence Fee and Ongoing Licence Fee for PEEC will be displayed in the Order Form and is inclusive of all charges and expenses associated with the purchase of PEEC.
2.2.5. The Licence Fee may change at any time including up until the Client has paid for PEEC in full.
2.2.6. IPE reserves the right to accept or cancel the Order Form for any reason at any time including due to unavailability of PEEC, an error in the price, image or the product description or error in the Order Form.
2.3. Receipt of Licence Fee
2.3.1. The Client must pay the Licence Fee prior to gaining access to PEEC.
2.3.2. If IPE discovers an error in the Licence Fee of any PEEC which the Client has ordered, IPE will inform the Client of this as soon as possible and give the Client the option of reconfirming the order at the correct price or cancelling the order.
2.4. Delivery
2.4.1. When a Client submits an Order Form via the IPE Website or via return email to institutecurriculum@ggs.vic.edu.au, the Client agrees that the information provided in the Order Form is true, correct and accurate, that the Client is authorised to make the payment to place the order and that the Client has sufficient funds to cover the cost of the purchase of PEEC.
2.4.2. Once an order is completed and the Licence Fee is received, IPE will send a confirmation email to the Client’s Email Address. If the Client has purchased PEEC in Digital Format, the Client will receive a confirmation email from the Provider prompting the Client to create the Account.

3.0 CLIENT RESPONSIBILITIES FOR DIGITAL VERSIONS
3.1. In accessing PEEC in Digital Format via the Platform, the Client must:
3.1.1. create an Account for the Platform in its own name and utilising the Client’s Email Address;
3.1.2. provide IPE with the Client’s Email Address;
3.1.3. agree to the Platform Terms of Service as required by the Provider in order to gain access to the Account and PEEC;
3.1.4. keep its user names and passwords to the Platform secure and confidential;
3.1.5. ensure each User of PEEC has its own Client Email Address, user name and password for the Platform which are not to be shared with other Users;
3.1.6. be responsible for all activities conducted by each User;
3.1.7. not provide user names or passwords, or provide access to its Account to any person other than its Users;
3.1.8. email IPE at institutecurriculum@ggs.vic.edu.au and provide each User’s Client Email Address to permit IPE to grant access for any new Users to PEEC;
3.1.9. immediately notify IPE if there is a breach of security or any unauthorised access to the Account;
3.1.10. immediately verify the identity of your Account information upon request by IPE or the Provider;
3.1.11. immediately verify the number of Users requiring access to PEEC upon request by IPE and submit the same to IPE every quarter on a biannual basis;
3.1.12. address any issues or complaints in relation to the Platform with the Provider in the first instance;
3.1.13. not use false or misleading information when creating an Account or using the Platform and ensure that Users so the same; and
3.1.14. immediately notify IPE via email at institutecurriculum@ggs.vic.edu.au if a User no longer requires access to the Platform or else ceases their employment with the Client’s educational institution or organisation.

4.0 HOSTING OF PLATFORM
4.1. Hosting of Platform
The Licensee acknowledges that the Platform is hosted by a third party supplier and the Licensor is not responsible for the Platform being rendered unavailable as a result of activities of the hosting services or the use or security of any data entered into the Platform by the Client.
4.2. Availability of Platform
4.2.1. The Licensor does not warrant that the Licensee will have continuous access to the Platform.
4.2.2. The Licensor will not be liable in the event that the Platform is unavailable to the Licensee due to computer downtime attributable, maintenance or otherwise.
4.2.3. The Licensor will notify the Licensee of any serious disruption to the availability of the Platform.

5.0 LICENCE OF PEEC
5.1. The Client acknowledges and agrees that in purchasing PEEC, it is purchasing a limited licence to use PEEC on the terms set out in this Agreement and does not acquire ownership of any Intellectual Property Rights subsisting in PEEC or the Platform.
5.2. IPE hereby grants to the Client a revocable, non-exclusive, non-sub-licensable, non-transferrable and non-assignable licence to use PEEC solely for the Term in the Territory and only for:
5.2.1. the Purpose; and
5.2.2. the Client’s own internal and non-commercial business purposes at the Client’s educational institution or organisation.
5.3. PEEC may:
5.3.1. be shared with its Users in Digital Format through authorised access to the Platform or in Physical Format through the hardcopy issued by IPE;
5.3.2. be printed as part of the print functionality of the Platform;
5.3.3. be supplemented with new or existing, commercially available educational resources at the Client’s educational institution; and
5.3.4. used as allowable under the Copyright Act 1978 (Cth)
5.4. PEEC must not be:
5.4.1. subject to clause 5.3.4, scanned or re-digitised from a copy provided in Physical Format;
5.4.2. subject to clause 5.3.4, scanned or re-digitised from a copy provided in Digital Format and printed using the Platform;
5.4.3. subject to clause 5.3.4, photocopied or reproduced in whole from a copy provided in Physical Format under any circumstances including in the course of its application as a positive education resource;
5.4.4. subject to clause 5.3.4, used, distributed, communicated or published to anyone other than students of the Client and Users in part or in full;
5.4.5. downloaded as a full digital file from the Platform;
5.4.6. stored electronically on the Client’s server or computer network; or
5.4.7. sold to any third party or used for commercial purposes.
5.5. The Client acknowledges and agrees that:
5.5.1. PEEC is provided ‘as is’ with no guarantee of PEEC’s accuracy, currency or reliability;
5.5.2. IPE does not own or control the Platform;
5.5.3. the Client must use caution, common sense and safe business practise when using the Platform and PEEC;
5.5.4. it will undertake its own enquiries about the accuracy and reliability of the Platform;
5.5.5. the Licensor is not liable for any loss or damage the Client incurs as a result of its use or reliance on the content of PEEC or its use of the Platform;
5.5.6. the availability of any revisions, new versions or revised documents of PEEC is dependent upon payment of the Licence Fee and Ongoing Licence Fee;
5.5.7. it will use PEEC and the Platform for lawful purposes only and which would not violate the rights of any person; and
5.5.8. it will not disrupt the operation, availability or accessibility of the Platform, gain unauthorised access to the Platform or PEEC or misuse the Platform or PEEC in any way including using malicious or technologically harmful methods.
5.6. For any new Users to the Platform notified to IPE under clause 3.1.11, IPE will attend to the granting of access to the Platform on a quarterly bi-annual basis or as otherwise agreed by the Parties with the absolute discretion of IPE. Any further updates may incur a fee payable to the IPE in advance.

6.0 CONFIDENTIALITY
6.1. The Client agrees to maintain the confidential nature of the Confidential Information and must not, without the prior written consent of IPE, disclose or otherwise provide any Confidential Information to any person other than its employees or Users who have a need to know for carrying out the Purpose and who have agreed to keep the Confidential Information confidential and are bound by the same confidentiality obligations as set out in this clause 6.1 in a written agreement.
6.2. The Client must:
6.2.1. at least use the same efforts to protect the Confidential Information as it uses to protect its own proprietary information; and
6.2.2. implement reasonable security measures to safeguard the Confidential Information from unauthorised use or copying.
6.3. The Client acknowledges and agrees that:
6.3.1. the unauthorised disclosure of the Confidential Information could diminish its value and cause significant loss or damage to IPE and the Client is obliged to minimise any loss or damage; and
6.3.2. it is liable for any User’s breach of their confidential obligations in regard to PEEC.
6.4. The obligations in this clause 6 survive the expiry or termination of this Agreement.

7.0 AVAILABILITY PEEC AND PLATFORM
7.1. IPE reserves the right to change, suspend, remove or disable access to PEEC at any time and makes no guarantees that PEEC or the Platform will be continuously available for access on the Platform.
7.2. It is the Client’s responsibility to not lose, destroy or damage PEEC once accessed via the Platform in Digital Format or on receipt of PEEC in Physical Format.
7.3. IPE’s obligations with regards to the supply of PEEC is fulfilled when PEEC is accessed or downloaded by the Client on the Platform or received in Physical Format.

8.0 RETURNS AND REFUNDS
8.1. Subject to this clause 8, there are no returns or refunds for the purchase of PEEC by Clients other than if there is a claim that PEEC infringes the Intellectual Property Rights of another person.
8.2. Any refunds will:
8.2.1. be to the monetary value of the remaining Licence Fee returned using the original payment method; and
8.2.2. require proof of purchase.

9.0 SUPPORT SERVICES
9.1. The Client will receive the following Support Services during the Term subject to the payment of the Licence Fee and Ongoing Licence Fee:
9.1.1. support communication by email to IPE;
9.1.2. administrative set up for new Users of PEEC in Digital Format on a quarterlybiannual basis;
9.1.3. maintenance of PEEC as published in Digital Format via the Platform;
9.1.4. regular monitoring of the technical infrastructure of PEEC as published in Digital Format via the Platform;
9.1.5. engage with the Client in the first instance with respect to any technical issue or query relating to the Platform; and
9.1.6. access to new releases and versions of PEEC when commercially available.
9.2. The Support Services referred to in clause 9.1 will be provided in the most efficient and cost-effective method as determined by IPE.
9.3. The Client may request additional services from IPE including:
9.3.1. in-person and online advisory services;
9.3.2. consultancy with staff ahead of the integration of PEEC at the Client’s educational institution or organisation;
9.3.3. access to workshops, seminars and training sessions on the subject of positive education;
9.3.4. provision of bespoke lesson plans;
9.3.5. mapping of PEEC to national or internal curriculum directives;
9.3.6. the provision of extra copies of PEEC in Physical Format; and
9.3.7. the provision of other products and services other than access to the Platform or PEEC.

(together, Additional Services)
9.4. IPE may charge an Additional Fee for the delivery of an Additional Service at its complete discretion and with reasonable notice to the Client. For the avoidance of doubt, Additional Fees payable for copies of PEEC in Physical Format may include postage and handling costs.

10.0 FEES
10.1. The Client will pay to IPE:
10.1.1. the Licence Fee;
10.1.2. the Ongoing Licence Fee; and
10.1.3. any Additional Fees,
for and on behalf of its Users in accordance with the Order Form.
10.2. The Client acknowledges that the licence granted in clause 4 is subject to IPE’s receipt of the Licence Fee and continuing payment of the Ongoing Licence Fee.
10.3. Fees included as part of the valid tax invoice issued by IPE shall be inclusive of all charges and expenses associated with ongoing access to PEEC. The Additional Fees may change at any time including up until the Client has paid for an Additional Service in full.
10.4. All fees in this Agreement are exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply and provision of the goods and services under this Agreement. The Client is responsible for the payment of all taxes including international withholding taxation, charges, foreign bank fees and other transactional fees as detailed on IPE’s invoice.
10.5. IPE will issue an itemised tax invoice to the Client for all fees and taxes payable by the Client under this Agreement.
10.6. If the Client does not pay an invoice issued in accordance with this Agreement, IPE:
10.6.1. may suspend access to PEEC until all overdue invoices are paid;
10.6.2. may suspend access to the Support Services or Additional Services; and
10.6.3. where IPE considers it reasonable, terminate this Agreement and the licence to PEEC.

11.0 Intellectual property ownership and conditions
11.1. The Client acknowledges, agrees and warrants that it does not obtain ownership of any Intellectual Property Rights in PEEC or the Platform.
11.2. The Client must:
11.2.1. only use PEEC in accordance with this Agreement including the conditions set out at clause 5.3 and 5.4 of the Agreement;
11.2.2. ensure all information inputted into the Platform is lawful;
11.2.3. ensure that all reasonable steps are taken to protect PEEC and IPE Intellectual Property at all times from misuse, damage or destruction or any form of unauthorised use;
11.2.4. implement reasonable security measures to safeguard PEEC from unauthorised use or copying;
11.2.5. not distribute or publish any samples or extracts of PEEC including on publicly accessible websites without the prior written approval of IPE;
11.2.6. not use the name “Institute of Positive Education” or “Geelong Grammar School” in association with positive education policies, resources or instruction without the express written consent of IPE;
11.2.7. not use the name “Institute of Positive Education” or “Geelong Grammar School” to identify an association or affiliation with the Client’s educational institution or organisation;
11.2.8. not threaten, institute, invalidate, challenge or put into dispute the ownership, use or title of the Intellectual Property Rights of IPE, by any means;
11.2.9. not at any time act in a manner which prejudices the goodwill or reputation of IPE or any Intellectual Property Rights of IPE;
11.2.10. not register or use a business, company or association (whether incorporated or not) name, domain name or trade mark which is identical, substantially identical with or deceptively similar to, capable of being confused with or contains any part of IPE’s trade marks anywhere in the world;
11.2.11. not remove any copyright or proprietary notice from PEEC including copies printed using the print functionality of the Platform;
11.2.12. not attempt to reverse engineer, modify, copy, transfer, sell, distribute or disassemble PEEC other than as allowed under this Agreement;
11.2.13. not infringe the Intellectual Property Rights of IPE or the Geelong Grammar School Intellectual Property; and
11.2.14. not authorise, support or assist in the doing of any action set out at clause 11.2.5 to 11.2.13 above by a related entity or third party and ensure any related entity does not do any of these things.
11.3. IPE reserves all of its rights to enforce its Intellectual Property Rights to the fullest extent of the law.
11.4. If a claim is made that PEEC infringes the Intellectual Property Rights of another person:
11.4.1. IPE will immediately notify the Client that the licence to PEEC is cancelled;
11.4.2. IPE will provide a refund of the Licence Fee in accordance with clause 8; and
11.4.3. the Client must immediately stop all use of PEEC by it and its Users and delete or destroy the same.
11.5. Marketing and Promotion
11.5.1. The Client may use the PEEC Trade Mark to identify:
11.5.1.1. the Client as a user of PEEC;
11.5.1.2. the Client’s curriculum as incorporating PEEC;
11.5.1.3. the Client’s curriculum as being based on PEEC.
11.5.2. The Client must continually comply with any instructions of IPE in relation to use of the PEEC Trade Mark as a curriculum identifier at the Client’s educational institution or organisation and ensure that the use and reproduction of the PEEC Trade Mark complies with any requirements set by IPE in its absolute discretion.
11.5.3. Upon request and with reasonable notice by IPE, the Client must promptly provide IPE with samples of its use of the PEEC Trade Mark as a curriculum identifier to check that the Client is using the PEEC Trade Mark in accordance with instructions.
11.5.4. Any other marketing or promotional content prepared by the Client in relation to the PEEC Trade Mark and using IPE Intellectual Property must be approved by IPE before distribution or publication.

12.0 SECURITY
The Client acknowledges and agrees that the Platform is supplied over communication links and other networks and IPE relies on the availability of those links and networks. IPE will use commercially reasonable steps to make sure that those links and networks are available but makes no warranty that Platform will be continually available. The Client acknowledges and agrees that IPE has no liability for any loss or damage resulting from the unavailability of Platform, the unavailability of links within the Platform, network failure or other circumstances outside of IPE’s control including any unauthorised access to the Platform and the use of the Client’s data on the Platform.

13.0 WARRANTIES
13.1. The Client warrants that:
13.1.1. it is authorised to enter into this Agreement on behalf of the Client;
13.1.2. it is responsible for the actions of its Users in the use of the Platform and PEEC;
13.1.3. each User acts with the authorisation of the Client;
13.1.4. it will comply with the conditions of sale in clause 3 and the licence terms set out at clause 11; and
13.1.5. it will, at all times, comply with the terms and conditions of the Platform Terms of Service.
13.2. If the Client is a consumer under the Australian Consumer Law, the goods provided under this Agreement come with guarantees that cannot be excluded under the Australian Consumer Law. The Client is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Client is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

14.0 LIABILITY
14.1. The Client agrees that it uses the Platform at its own risk.
14.2. Subject to this Agreement, IPE accepts no responsibility and excludes all conditions, warranties or representations express or implied whether arising by statute or otherwise relating to the use of the Platform or PEEC.
14.3. To the extent permitted by law, IPE is not liable for and does not warrant:
14.3.1. the completeness or suitability of PEEC for the specific requirements of the Client’s educational institution or organisation;
14.3.2. the application of PEEC by the Client and its Users;
14.3.3. the existence of any minor fault or perceived reduction in quality impacting the readability of PEEC in Digital Format shall not constitute a breach of this Agreement; and
14.3.4. the Platform and PEEC will be free of defects or bugs, or that the access to the Platform will be uninterrupted, timely or error-free.
14.4. To the extent permitted by law, IPE will not be liable to the Client for any loss or damage of any kind and to the extent that IPE is unable to limit its remedies available under this Agreement, IPE expressly limits its liability for breach of a condition or warranty implied by virtue of any legislation, to the replacement of any defect in PEEC or defect in the access to PEEC.
14.5. The maximum aggregate liability of IPE for claims made by the Client will not exceed the fees it has received in relation to PEEC under this Agreement.

15.0 INDEMNITY
The Client will indemnify, hold harmless and at all times hold IPE fully and effectively indemnified against any losses, legal costs (on a full indemnity basis), actions, claims, demands, expenses, judgments, court orders or other liabilities arising directly out of or in connection with:
15.1. any breach by the Client of any of its representations, obligations, warranties or undertakings contained in this Agreement including by any of its Users; and
15.2. an infringement of the Intellectual Property Rights of IPE including in respect of PEEC.

16.0 TERMINATION
16.1. Termination by Client
The Client may terminate this Agreement at any time by giving written notice to IPE in the form of:
16.1.1. a response to a Renewal Form issued by IPE for signature; or
16.1.2. via an email to institutecurriculum@ggs.vic.edu.au communicating an intent to terminate.
16.2. Termination for Breach
A Party may terminate this Agreement by giving written notice to the other Party with immediate effect if the other Parties breaches any provision of this Agreement and fails to remedy the breach within 60 days after receiving a notice requiring it to do so.
16.3. Termination by IPE
IPE may immediately terminate this Agreement by providing written notice to the Client if:
16.3.1. the Client fails to pay any fees under this Agreement and such failure continues for more than 30 days;
16.3.2. the Client fails to perform or observe any of the terms of this Agreement and such default continues for more than 30 (or such longer period as IPE in its absolute discretion permits) after notice from IPE requiring the Client to remedy the same;
16.3.3. the Client has made any false, inaccurate or misleading statement having a material effect in relation to the making of this Agreement; or
16.3.4. the Client has infringed the Intellectual Property Rights of IPE.

16.4. Consequence of Termination or Expiry
Where this Agreement expires or is terminated, the following applies:
16.4.1. the Licence under clause 4 of this Agreement is immediately revoked and cancelled;
16.4.2. the Client must pay all fees that are due and payable;
16.4.3. subject to clause 8, the Licence Fee will not be refunded to the Client;
16.4.4. the Client must immediately stop all use of PEEC and require its Users to do the same;
16.4.5. access to PEEC is immediately revoked and cancelled;
16.4.6. the Client must immediately stop all use of any Confidential Information that may have been made available by IPE under this Agreement;
16.4.7. at the request of IPE, deliver up to IPE all copies of PEEC in Physical Format in the Client’s possession and/or control and the Confidential Information, or at the discretion of IPE delete or destroy the same;
16.4.8. the Client must immediately cease holding itself out as representing itself as the licensed user of PEEC;
16.4.9. comply with any instructions provided by IPE in relation to the end of this Agreement;
16.4.10. within 30 days of the date of termination or expiry, provide confirmation to IPE in a form reasonably required by IPE that this clause 16.4 has been complied with by it including evidence of the destruction of PEEC in Physical Format; and
16.4.11. the Parties are immediately released from their obligations under this Agreement except those obligations which that, by their nature, survive termination and clauses 6, 11, 13, 15 and 16.4.

16.5. Closing the Account
Where the Client has received access to PEEC in Digital Format, the expiration or termination of this Agreement does not result in the closure of the Account. It is the responsibility of the Client to undertake the prescribed process with the Provider to permanently close the Account in accordance with the Platform Terms of Service.

17.0 GOODS AND SERVICES TAX
17.1. Expressions used in this clause have the same meanings as those used in the GST Act.
17.2. To the extent that a Party makes a Taxable Supply (Third Party) in connection with this Agreement to the other Party (Recipient) then, except where express provision is made to the contrary, the consideration for the Taxable Supply is the GST exclusive amount (Consideration). The Recipient will additionally pay to the Third Party the GST amount applicable to the Taxable Supply (GST) on the date on which payment for the Taxable Supply is due pursuant to the terms of this Agreement.
17.3. The Third Party shall provide to the Recipient a Tax Invoice clearly denoting the Consideration and the GST to be paid by the Recipient to the Third Party in accordance with clause 17.2. The Recipient can withhold payment of the GST until the Third Party provides the Tax Invoice.
17.4. Each Party warrants that at the time a Taxable Supply is made pursuant to the terms of this Agreement, that Party is registered for GST.
17.5. If the GST in relation to a Taxable Supply made in connection with this Agreement varies from the additional amount paid by the Recipient pursuant to clause 17.2 the Third Party will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient.  Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 17.2.

18.0 MISCELLANEOUS
18.1. Failure or delay in the performance of any obligation hereunder by either Party shall be deemed not to be a breach of this Agreement if that failure or delay is due to any cause beyond the reasonable control and without the fault or negligence of that Party provided that in order to exercise its default hereunder, a Party shall notify the other of the occurrence or the cause specifying the nature and particulars thereof and the expected duration thereof excluding the payment of fees.
18.2. IPE may, at its sole discretion, amend and update this Agreement from time to time as required by posting new terms on the IPE Website. These amendments will take effect 7 days after the changes have been posted on the IPE Website. It is the responsibility of the Client to ensure the Client and its employees and Users are familiar with this Agreement. The Client’s continued use of PEEC or access to the Platform confirms the Client’s acceptance of the amendment(s).
18.3. No waiver by any Party of any default in the strict and literal performance of or compliance with any provision condition or requirement in this Agreement will be deemed to be a waiver of strict and literal performance of and compliance with any other provision, condition or requirement of these Terms nor to be a waiver of or in any way release any Party from compliance with any provision condition or requirement in the future nor will any delay or omission of any Party to exercise any right under this Agreement in any manner impair the exercise of such right accruing to it thereafter.
18.4. This Agreement will be governed by and construed in accordance with the law of the State of Victoria, Australia and each of the Parties hereby submits to the jurisdiction of the Courts of the State of Victoria, Australia.
18.5. This Agreement constitutes the sole and entire agreement between the Parties and no warranties, representations, guarantees or other terms or conditions of any nature not contained and recorded therein will be of any force or effect.
18.6. Part or all of any clause of this Agreement that is unenforceable or illegal will be severed from this Agreement and will not affect the enforceability of the remaining provisions of this Agreement.

19.0 DEFINITIONS
In this Agreement the words in this clause 19 will have the following meanings unless the context otherwise requires:
19.1. Application Form means the request to receive the right to order PEEC as published on the IPE Website;
19.2. Additional Fee means a fee payable by the Client to access an Additional Service under clause 9.3 and 9.4 as advised by IPE at the point of purchase;
19.3. Account means the online account that grants the Client access to the Platform and PEEC requiring registration and use of a user name and password nominated by the Client and communicated to IPE;
19.4. Client means an entity who has executed this Agreement with IPE for access to PEEC including its Users;
19.5. Client’s Email Address means the email address nominated by the Client as the primary point of contact for PEEC and which will be used to grant access to PEEC via the Platform;
19.6. Confidential Information means any information and materials, in any form and including information relating to Intellectual Property Rights, which comes into the possession of either party which belongs to or relates to or is about the other party pursuant to or as a result of or in performance of this Agreement, and commercially valuable information of the Parties which a Party regards as confidential to it, which is evident by its nature to be confidential or is identified as being confidential, including PEEC and all research, data, ideas, know-how, concepts, trade secrets, processes, techniques, and any other Intellectual Property Rights subsisting in PEEC including:
19.6.1. any physical items, compounds, components or other materials provided to the other Party by the Party or created by the other Party as a result of a disclosure by the Party of the information referred to in clause 19.6; and
19.6.2. all copies, notes, records and all related information generated by the other Party based on, incorporating, derived from or arising out of a disclosure by the Party of the information or materials referred to in this clause 19.6.

Confidential Information excludes, or as the case requires, ceases to include information:
19.6.3. which at the time of its first disclosure or observation under this Agreement was in the public domain;
19.6.4. which, after disclosure or observation under this Agreement, comes into the public domain otherwise than by disclosure in breach of this Agreement;
19.6.5. which is received by that party from a third party who has the right to provide the information;
19.6.6. which was already in the possession or knowledge of that party without restriction prior to its disclosure or observation; or
19.6.7. which that party is required by law to disclose;
19.7. Digital Format means a digitised version of PEEC, or portions or abridgments of PEEC, that is made accessible, transmitted or distributed via the Platform whereby text, images or other content are received, read, listened to or viewed by the Client from a device (including but not limited to a computer, mobile phone or digital classroom assistant);
19.8. GST means Goods and Services Tax within the meaning of the GST Act;
19.9. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (as amended);
19.10. Hurdle Requirements means the eligibility criteria for receipt of PEEC which includes previous participation in workshops, seminars or training sessions as determined by IPE in its absolute discretion;
19.11. Intellectual Property Rights means all rights resulting from intellectual activity whether capable of protection by statute, common law or in equity and including copyright, discoveries, inventions, patent rights, registered and unregistered trade marks, design rights, circuit layouts and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests;
19.12. IPE or the Institute of Positive Education means Geelong Grammar School ACN 004 971 500;
19.13. IPE Intellectual Property means all Intellectual Property rights owned by or licensed to the IPE;
19.14. IPE Website means the online store available at < https://positiveeducation.myshopify.com/ >
19.15. Language means the published language of PEEC, either spoken or written;
19.16. Licence Fee means the licence fees payable for receipt of PEEC that are payable by the Client under this Agreement in relation to the Digital Format and as agreed by both parties in relation to the Physical Format;
19.17. PEEC means the documents, worksheets, lesson plans, diagrams, charts electronic media, research, reports and other written, audio-visual or audible material or other curriculum information developed by PEEC that are made available for viewing through the Platform or provided in Physical Form on payment of the Licence Fees to IPE as updated from time to time.
19.18. PEEC Trade Mark means the trade mark “PEEC” whether registered or unregistered which the Client is permitted to use under the terms of this Agreement;
19.19. Physical Format means copies of PEEC, or portions or abridgement of PEEC, that are delivered to the Client in the form of printed or other tangible copies. Hardcover booklets, paperback booklets, pocketbooks, posters and flash cards are examples of Physical Format editions.
19.20. Platform Terms of Service means the agreement between the Provider and the Client that grants the Client a licence to access and use the Platform subject to certain terms and conditions;
19.21. Platform means the online publishing and file distribution platform nominated by the Provider and known as “Flipsnack” (or any other platform specified by IPE) which facilitates the sharing of digital publications and other interactive content including PEEC and that makes PEEC available for viewing and downloading by Clients, including all Intellectual Property Rights of the Provider subsisting within the Platform and any updates or improvements therein but not including PEEC or any other media uploaded to the Platform by IPE;
19.22. Purpose means to introduce the concepts of or facilitate training in positive education, including the principles of positive psychology or to enhance existing positive education curriculums conducted by the Client;
19.23. Provider means the host of the Platform who has provided a licence to IPE to share and distribute PEEC on the Platform;
19.24. Ongoing Licence Fee means the annual fee payable to retain access to PEEC under this Agreement;
19.25. Renewal Form means the form which sets out the details of the continuing PEEC licence, indicating the category and format of PEEC to be licensed and the Ongoing Licence Fee, as provided to the Client prior to the expiry of the Term;
19.26. Support Services means the services provided by IPE to the client for the Ongoing Licence Fee as specified in clause 9;
19.27. Term means the duration of the licence to PEEC calculated from date IPE received the Licence Fee as specified in the Order Form and an extension of the term as specified in the Renewal form and in accordance with clause 1; and
19.28. Users means the individual employees of the Client who are authorised to use the Platform and PEEC.

20.0 INTERPRETATION
In this Agreement except to the extent that the context otherwise requires:
20.1. words denoting the singular include the plural and vice versa;
20.2. words denoting individuals or persons include bodies corporate and trusts and vice versa;
20.3. reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Agreement;
20.4. reference to a document or agreement includes reference to that document or agreement as changed, novated or replaced from time to time;
20.5. headings are included for convenience only and will not affect the interpretation of this Agreement or any schedule;
20.6. words denoting any gender include all genders; and
20.7. where a word or phrase is given a definite meaning in this Agreement a part of speech or other grammatical form for that word or phrase has a corresponding meaning.