Transaction Terms

These transaction terms (Transaction Terms) govern the relationship between you and Umbo Pty Ltd

(ABN 16 624 275 396) (we, us, our) in relation to the provision of any Online Courses or Course 

Material through our Website.  Please read these terms and conditions carefully before accessing or 

purchasing Online Courses or Course Material. 


By registering an Account or accessing or purchasing an Online Course or Course Material and 

clicking 'I agree', you agree to be bound by and comply with these Transaction Terms.  If you do not 

agree to these Transaction Terms you must not access or purchase any Online Courses or Course 

Material from us.


  1. Definitions

Account means an account created through the Website.


Confidential information means, in relation to a party, information that: 

(a) is by its natureconfidential; 

(b)

is designated by a party as confidential; or 

(c)

the other party knows or ought to know is confidential,

however, information is no longer confidential if it: 

(d)

is or becomes generally available to the public other than as a result of a disclosure in 

breach of these Transaction Terms; or 

(e)

becomes available to the recipient on a non-confidential basis from a source other than

the discloser who has represented to the recipient that it is entitled to such information.

Course Material 

means the information or material provided by us to enable you to complete 

the relevant Online Course. 

Fees 

means the fees payable for the Paid Content as set out on our Website.

Free Content

 means any online course material or content which may only be accessed 

through your Account, but does not require payment. 

Intellectual Property Rights

 means all intellectual property rights, including:

(a)

patents, copyright, designs, trade and service marks (including goodwill in those 

marks), domain names and trade names and any right to have confidential information 

kept confidential;

(f)

any application or right to apply for registration of any of the rights referred to in 

paragraph (a); and

(g)

all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may 

subsist anywhere in the world (including Australia),

whether or not such rights are registered or capable of being registered.

Online Course

 means the particular online course you have selected to access or purchase 

as described on our Website, and includes the Free Content and the Paid Content.

Paid Content

 means any online course material or content which may only be accessed 

through your Account following payment of the Fees.

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1.2

Privacy Policy

 means our privacy policy available at 

https://www.umbo.com.au/privacypolicy

Services

 means the provision of the Online Course through the Course Materials together 

with such other services as agreed from time to time.

Website

 means our website available at umbo.com.au.

1.3

Website Terms

 means the terms that govern your access to and use of the Website, available

at 

https://www.umbo.com.au/termsofuse

2.

The Services

2.1

We will provide the Services with reasonable care and skill in accordance with the description 

set out on the Website.

2.2

We reserve the right to vary or withdraw any of the Services or Online Courses, including any 

relevant Fees, described on the Website without notice. 

2.3

You acknowledge and agree that it is your responsibility to confirm that the Services you are 

accessing or purchasing will meet your requirements.  We do not give any warranty to you that

you will obtain a particular result, professional qualification or employment opportunity from 

your completion of any Online Courses.

3.

Use of the Services

3.1

These Transaction Terms apply to your access to and use of the Services and Online Courses,

including your purchase of any Paid Content, whether as an individual or on behalf of an 

organisation.

3.2

In addition to these Transaction Terms, you acknowledge and agree that your use of the 

Services is subject to our:

(a)

Privacy Policy; and

(b)

Website Terms.

3.3

If there is any inconsistency between any of the provisions of the Website Terms and the 

provisions of these Transaction Terms, the provisions of these Transaction Terms govern to the

extent of the inconsistency.

3.4

We will comply with applicable privacy laws in connection with the performance of our 

obligations under these Transaction Terms.  We will only collect, use, store, transfer, delete, 

disclose or otherwise process personal information in accordance with our Privacy Policy.

4.

Access to Online Courses and ordering Paid Content

4.1

In order to access the Online Courses or purchase the Paid Content you must register for an 

Account.  If you already have an Account you must log into your Account using your user name

and password to access the Online Courses.

4.2

You may access the Free Content via your Account at no cost.  

4.3

You may place an order for Paid Content via your Account.  By placing an order, you offer to 

purchase each Online Course in your shopping cart which contains Paid Content at the price 

set out on the Website in accordance with these Transaction Terms. 

4.4

We reserve the right to cancel or decline your order or any part of your order at any time until it

has been confirmed in accordance with clause 

4.5

 below.

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4.5

In relation to Paid Content, a legally binding agreement between us and you will come into 

existence when we have:

(a)

accepted your offer to purchase Paid Content from us by sending you an email 

confirming the purchase; and

(b)

received payment of the relevant Fees from you in accordance with clause 

6

 below. 

4.6

Where your order consists of multiple Online Courses containing Paid Content, each individual

course will be treated by us as a separate offer to purchase.  Acceptance of your offer to buy 

one or more courses containing Paid Content will not be acceptance by us of your offer to 

purchase any other courses which make up your order.

4.7

By placing an order, you represent and warrant that you are at least 18 years old and are 

legally capable of entering into binding contracts. 

4.8

If we reasonably suspect that a false or fraudulent order has been made we will be entitled to 

cancel the order. 

5.

Cancellation 

Subject to these Transaction Terms, once an order has been accepted by us, you cannot 

cancel or vary that order. 

6.

Payment of Fees

6.1

All Fees listed on the Website are in Australian dollars and are exclusive of all applicable 

taxes, including goods and services tax. 

6.2

You agree to pay the Fees for the Paid Content.  The Fees shall be debited from your credit or 

debit card at the time of purchase.  Fees must be paid in full prior to you accessing any Paid 

Content.

6.3

You are responsible for all costs incurred in connection with accessing the Services, including 

any fees charged by your debit or credit card provider in connection with your purchase of Paid

Content. 

6.4

All Fees paid are non-refundable.

7.

GST

7.1

Unless expressly stated otherwise in these Transaction Terms, all amounts payable or 

consideration to be provided under these Transaction Terms are exclusive of GST.  

7.2

If GST is payable on any supply made under these Transaction Terms, for which the 

consideration is not expressly stated to include GST, then subject to receiving a valid tax 

invoice the party receiving the supply agrees to pay to the party making the supply an 

additional amount equal to the GST payable at the same time that the consideration for the 

supply, or the first part of the consideration for the supply (as the case may be), is to be 

provided.

8.

Your Account

8.1

Before you can use the Services you must apply to register or open an Account with us.  

8.2

Your Account application must contain:

(a)

a username and password;

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(b)

your email address; and

(c)

any other information reasonably required by us in relation to your Account.

8.3

We may accept or reject any application to register an Account.

8.4

You are responsible for any activity that occurs under or through your Account and you must 

maintain the confidentiality of your username and password.  You must notify us immediately 

of any actual or suspected unauthorised use of your Account or breach of your Account 

security. 

8.5

You represent and warrant that all information provided to us is complete and accurate.  If 

there is a change to any information relating to your Account, you must update your Account or

otherwise notify us as soon as possible.  If we suspect that any information provided by you is 

incomplete or inaccurate, we may suspend or terminate your Account without notice to you.

8.6

We are not liable for any loss or damage arising from or in connection with your failure to 

comply with the requirements in this clause 

8

.

9.

Ownership

9.1

As between you and us, all rights, title and interest (including Intellectual Property Rights) in 

the Online Courses and Course Materials are owned by us. 

9.2

Nothing in these Transaction Terms assigns any Intellectual Property Rights in the Online 

Courses or Course Content from us to you.

9.3

We grant to you a perpetual, revocable, non-transferable, non-exclusive licence to use any 

Intellectual Property Rights in the Online Course and Course Materials for your own non-

commercial, educational purposes. 

10.

Prohibited acts

10.1

You must not access or use the Services, Online Courses or Course Materials:

(a)

in any way or for any purpose other than as contemplated by these Transaction Terms;

(b)

for unlawful or dangerous activities or purposes; 

(c)

in a way that is fraudulent, inaccurate, false, misleading or deceptive; 

(d)

in a way that violates any applicable law (including, without limitation, applicable 

privacy laws); or

(e)

in a way that infringes the rights (including the Intellectual Property Rights) of any other

person.

10.2

You must not:

(a)

modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any 

part of the Online Course or Course Materials, including related applications and 

software;

(b)

by yourself, or by engaging someone on your behalf, build or develop any educational 

course or material that is the same as or similar to the Online Course or Course 

Materials;

(c)

attempt to circumvent or break any encryption, decryption or other security device or 

technological protection measure contained in the Online Course or Course Materials;

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(d)

upload any viruses, bugs, worms, trojan horses, harmful codes or any other form of 

defect or contaminant to the Website which could cause temporary or permanent 

damage to or will otherwise impair or harm or cause the malfunction of the Services, 

any Online Course, Course Materials or any of our software or hardware; 

(e)

distribute any part of the Online Course or Course Materials for commercial purposes 

or otherwise sub-licence, resell or supply access to the Online Course or Course 

Materials to any third party without our written consent; 

(f)

create derivative works from all or any part of the Online Course or Course Materials; 

(g)

provide any part of the Online Course or Course Material to any third party; and 

(h)

make any part of the Online Course or Course Materials available to any third party.

11.

Confidential Information

11.1

You may have access to our Confidential Information as part of us providing the Services.  The

Course Material is our Confidential Information.  You must not disclose our Confidential 

Information to any person or use it other than as permitted by us unless an exception in clause

11.3

 applies.

11.2

We may use or disclose your Confidential Information for the purpose of providing the Services

to you or as otherwise provided for in these Transaction Terms.

11.3

Notwithstanding this clause 

11

, Confidential Information may be disclosed if the Confidential 

Information is: 

(a)

disclosed with the written consent of the person to whom the Confidential Information 

belongs; 

(b)

being provided to legal or other professional advisors (provided those advisors are 

under obligations of confidentiality which are no less protective than this clause 

11

); 

(c)

required to be disclosed as a result of a law or legal process, provided (to the extent 

permitted by law), the receiving party makes all reasonable efforts to notify the 

disclosing party of the requirement to disclose and cooperates to limit the scope of 

disclosure.

12.

Security

While we use reasonable endeavours to ensure the any Online Course and Course Materials 

are secure, you acknowledge that the security of information and payments transmitted 

through the internet can never be entirely secure or error free.  We are not liable for any loss or

damage suffered by you or anyone else due to a failure, delay, interception or manipulation of 

an electronic communication caused by a third party.

13.

Consumer rights and remedies

13.1

To the extent that you acquire goods or services from us as a 'consumer' (as that term is 

defined in section 3 of the 

Competition and Consumer Act 2010

 (Cth)), you may have certain 

rights and remedies (including, without limitation, consumer guarantee rights) that cannot be 

excluded, restricted or modified by agreement.  

13.2

Nothing in these Transaction Terms operates to exclude, restrict or modify the application of 

any implied condition or warranty, provision, the exercise of any right or remedy, or the 

imposition of any liability, implied or conferred under schedule 3 of the 

Competition and 

Consumer Act 2010 

(Cth)

(the Australian Consumer Law) or any other statute (

Non-

excludable Obligation

), the exclusion, restriction or modification of which would 

contravene 

that statute or cause any term of these Transaction Terms to be void.

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14.

Disclaimers

Except in relation to Non-excludable Obligations: 

(a)

all conditions, warranties, guarantees, rights, remedies, liabilities and other terms 

implied or conferred by statute, custom or the general law that impose any liability or 

obligation on us are expressly excluded under these Transaction Terms;

(b)

we make no representation or warranty, and expressly disclaim all warranties, either 

express or implied, in relation to the Services, Online Courses and Course Materials, 

including merchantability and fitness for a particular purpose; and

(c)

subject to clause 

12

, we make no representation, warranty or guarantee in relation to 

the availability, continuity, reliability, accuracy, currency or security of the Website or the

Services, and we are not liable to you if the Services or the Website is unavailable for 

any reason.

15.

Exclusion and limitation of liability 

Except in relation to Non-excludable Obligations, our liability to you arising directly or indirectly 

under or in connection with these Transaction Terms or the performance or non-performance 

of these Transaction Terms and whether arising under any indemnity or statute, in tort (for 

negligence or otherwise) or on any other basis in law or equity is limited as follows:

(a)

we will have no liability whatsoever to you for any loss of profits, loss of revenue, loss 

of goodwill, loss of customers, loss of or damage to reputation, loss of capital, 

downtime costs, loss under or in relation to any other contract or any economic, 

special, indirect or consequential loss, harm, damage, cost or expense (including legal 

fees) incurred by you or anyone else under or in connection with the Website, 

Services, Online Courses and Course Materials; and

(b)

our total aggregate liability to you under or in connection with the Website, Services, 

Online Courses and Course Materials is limited to any Fees paid by you to us for the 

relevant Paid Content.

16.

Indemnity

You indemnify us against any liability, loss, harm, damage, cost or expense we may suffer or 

incur (including as a consequence of any claim made by a third party, and including legal costs

and expenses on a full indemnity basis) arising from or in connection with your breach of these

Transaction Terms or the terms and policies they incorporate by reference, or your violation of 

any law or the rights of any third party.

17.

Dispute Resolution

17.1

In the event that any disputes arise in relation to the Services or these Transaction Terms, you 

agree to: 

(a)

first contact us to discuss; 

(b)

if we are unable to resolve the matter within 14 days of being notified, we will arrange a

time for our representative to meet with you (or your representative) at a convenient 

time and location to discuss; 

(c)

if we are unable to resolve the dispute between our representatives, the matter will be 

referred to mediation, with a mediator to be appointed by the Institute of Arbitrators and

Mediators Australia; 

(d)

if the dispute is not able to be resolved by mediation, the parties may agree to 

implement further alternative dispute resolution processes. 

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17.2

Nothing in this clause 

17

 prevents you or us from seeking urgent injunctive relief from a court. 

18.

Changes to Transaction Terms

18.1

We reserve the right to revise and amend these Transaction Terms in our discretion, as 

follows:

(a)

if we consider that the change is likely to benefit you or have a neutral or minor 

detrimental impact on you, we may make any changes immediately without notifying 

you except by publishing the amended terms (as applicable) on the Website; or

(b)

if we consider that the change is likely to have a material detrimental impact on you, 

we will make the change after we have notified you of the change (solely by using the 

email address you have provided) and we will display a notice on the Website 

describing the change.

18.2

Your continued use of the Services after we have complied with our obligations under clause

18.1

 in relation to an amendment to these Transaction Terms constitutes your acceptance of 

those amended Transaction Terms.  You must stop using the Services if you do not accept the 

amended Transaction Terms.

19.

Survival

Any indemnity or any obligation of confidence under these Transaction Terms is independent 

of, and survives termination or expiry of, these Transaction Terms.  Any other term by its nature

intended to survive termination or expiry of these Transaction Terms survives termination of 

these Transaction Terms.

20.

Assignment

You cannot assign your rights under these Transaction Terms without our express written 

consent.  We may assign our rights under these Transaction Terms at any time without your 

consent.

21.

Relationship

These Transaction Terms do not create a relationship of employment, trust, agency or 

partnership between us.

22.

Governing law and jurisdiction

These Transaction Terms are governed by the laws of New South Wales and you irrevocably 

and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales.

23.

Entire agreement

These Transaction Terms (together with the Privacy Policy and the Website Terms) are the 

entire agreement between us in relation to your use of the Services, any Online Courses and 

Course Materials.

24.

Contact Details 

If you have any questions, complaints or concerns about these Transaction Terms or the 

Services, please contact us via: umbo.com.au.