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.
Account means an account created through the Website.
Confidential information means, in relation to a party, information that:
(a) is by its natureconfidential;
is designated by a party as confidential; or
the other party knows or ought to know is confidential,
however, information is no longer confidential if it:
is or becomes generally available to the public other than as a result of a disclosure in
breach of these Transaction Terms; or
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.
means the information or material provided by us to enable you to complete
the relevant Online Course.
means the fees payable for the Paid Content as set out on our Website.
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:
patents, copyright, designs, trade and service marks (including goodwill in those
marks), domain names and trade names and any right to have confidential information
any application or right to apply for registration of any of the rights referred to in
paragraph (a); and
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.
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.
means any online course material or content which may only be accessed
through your Account following payment of the Fees.
means the provision of the Online Course through the Course Materials together
with such other services as agreed from time to time.
means our website available at umbo.com.au.
means the terms that govern your access to and use of the Website, available
We will provide the Services with reasonable care and skill in accordance with the description
set out on the Website.
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.
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.
Use of the Services
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
In addition to these Transaction Terms, you acknowledge and agree that your use of the
Services is subject to our:
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.
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,
Access to Online Courses and ordering Paid Content
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.
You may access the Free Content via your Account at no cost.
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.
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
In relation to Paid Content, a legally binding agreement between us and you will come into
existence when we have:
accepted your offer to purchase Paid Content from us by sending you an email
confirming the purchase; and
received payment of the relevant Fees from you in accordance with clause
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.
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.
If we reasonably suspect that a false or fraudulent order has been made we will be entitled to
cancel the order.
Subject to these Transaction Terms, once an order has been accepted by us, you cannot
cancel or vary that order.
Payment of Fees
All Fees listed on the Website are in Australian dollars and are exclusive of all applicable
taxes, including goods and services tax.
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
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
All Fees paid are non-refundable.
Unless expressly stated otherwise in these Transaction Terms, all amounts payable or
consideration to be provided under these Transaction Terms are exclusive of GST.
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
Before you can use the Services you must apply to register or open an Account with us.
Your Account application must contain:
a username and password;
your email address; and
any other information reasonably required by us in relation to your Account.
We may accept or reject any application to register an Account.
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
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.
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
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.
Nothing in these Transaction Terms assigns any Intellectual Property Rights in the Online
Courses or Course Content from us to you.
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.
You must not access or use the Services, Online Courses or Course Materials:
in any way or for any purpose other than as contemplated by these Transaction Terms;
for unlawful or dangerous activities or purposes;
in a way that is fraudulent, inaccurate, false, misleading or deceptive;
in a way that violates any applicable law (including, without limitation, applicable
privacy laws); or
in a way that infringes the rights (including the Intellectual Property Rights) of any other
You must not:
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
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
attempt to circumvent or break any encryption, decryption or other security device or
technological protection measure contained in the Online Course or Course Materials;
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;
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;
create derivative works from all or any part of the Online Course or Course Materials;
provide any part of the Online Course or Course Material to any third party; and
make any part of the Online Course or Course Materials available to any third party.
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
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.
Notwithstanding this clause
, Confidential Information may be disclosed if the Confidential
disclosed with the written consent of the person to whom the Confidential Information
being provided to legal or other professional advisors (provided those advisors are
under obligations of confidentiality which are no less protective than this clause
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
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.
Consumer rights and remedies
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.
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
Consumer Act 2010
(the Australian Consumer Law) or any other statute (
), the exclusion, restriction or modification of which would
that statute or cause any term of these Transaction Terms to be void.
Except in relation to Non-excludable Obligations:
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;
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
subject to clause
, 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
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:
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
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.
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.
In the event that any disputes arise in relation to the Services or these Transaction Terms, you
first contact us to discuss;
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;
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
if the dispute is not able to be resolved by mediation, the parties may agree to
implement further alternative dispute resolution processes.
Nothing in this clause
prevents you or us from seeking urgent injunctive relief from a court.
Changes to Transaction Terms
We reserve the right to revise and amend these Transaction Terms in our discretion, as
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
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.
Your continued use of the Services after we have complied with our obligations under clause
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.
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.
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
These Transaction Terms do not create a relationship of employment, trust, agency or
partnership between us.
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.
entire agreement between us in relation to your use of the Services, any Online Courses and
If you have any questions, complaints or concerns about these Transaction Terms or the
Services, please contact us via: umbo.com.au.