Terms and Conditions

This Master Services Agreement (“Agreement”) governs the provision of digital training resources and related services by Eureka Digital Training Pty Ltd to the Client. By using products provided by Eureka Digital Training, you agree to this agreement.

1. PARTIES

Service Provider
Eureka Digital Training Pty Ltd
ABN: 29 691 383 598
Address: 2E/2-4 Flinders Parade, North Lakes QLD 4509, Australia
(“Eureka”)

The “Client” is the party engaging Eureka’s services.

2. BACKGROUND

1. Eureka develops and provides digital learning content, assessment tools and related resources designed to support training organisations in delivering training programs.
2. The Client wishes to obtain access to Eureka’s digital training resources and services.
3. This Agreement establishes the framework under which Eureka will provide those services.

3. DEFINITIONS

For the purposes of this Agreement:

• “Service Schedule” means any document attached to or referenced in this Agreement which defines pricing, course availability or service levels.
• “Services” means the digital learning platform, course content, assessment tools, reporting systems and related services provided by Eureka.
• “Seat” means access for one individual learner to a course within the Services.
• “Course Content” means the learning materials, assessment tools, multimedia resources, mapping documentation and related intellectual property provided through the Services.
• “Term” means the period during which this Agreement remains in effect as defined in Section 14.
• “Client Data” means any data, information or content uploaded to the Services by the Client including learner information, course activity records and training data.

4. SERVICES

4.1 Eureka may provide the following services (“Services”):

• Access to Eureka’s online learning platform (LMS)
• Access to digital course content and learning materials
• Online theory assessments
• Reporting and learner progress tracking
• Training and Assessment Strategy templates (where applicable)
• Mapping documentation
• Platform access for trainers, administrators and enrolled learners

4.2 Specific courses, seat pricing and service levels are defined in Service Schedules attached to this Agreement.

4.3 Eureka provides digital training resources only and does not deliver training or conduct assessment.

5. SERVICE SCHEDULES

5.1 Services provided under this Agreement may be described in one or more Service Schedules.

5.2 Each Service Schedule forms part of this Agreement.

5.3 Service Schedules may include:

• seat pricing
• support tiers
• enterprise subscription arrangements
• course catalogues

6. LICENCE TO USE SERVICES

6.1 Eureka grants the Client a non-exclusive, non-transferable licence to access and use the Services during the Term.

6.2 The Client may:

• enrol learners into purchased courses
• provide access to authorised trainers and administrators
• deliver training using the Services.

6.3 The Client must not:

• resell the Services
• sublicense the Services
• reproduce or distribute Course Content outside the platform
• permit unauthorised users to access the Services.

6.4 The Client must not, without the prior written consent of Eureka:

• sell, sublicense, licence or distribute the Services or Course Content to any third party;
• make the Services or Course Content available to another training organisation, Registered Training Organisation (RTO), training provider or commercial entity;
• use the Services or Course Content to develop or supply training materials for resale;
• allow another organisation to access the Services under the Client’s account.

The licence granted under this Agreement is strictly limited to the Client’s internal training delivery activities.

7. ACCEPTABLE USE

The Client must not use the Services or Course Content for any of the following purposes:

• attempting to reverse engineer, copy or extract platform source code;
• using automated scraping tools, bots or similar technologies to access the Services;
• distributing Course Content to individuals who have not been authorised or who have not purchased access;
• interfering with or attempting to compromise the security or integrity of the platform;
• using the Services for any unlawful purpose;
• reselling, sublicensing or commercially distributing the Services or Course Content;
• providing Course Content or access to the Services to other training organisations, Registered Training Organisations (RTOs), or commercial training providers;
• using the Course Content to develop or create derivative training products intended for commercial distribution.

The Client is responsible for ensuring that all users accessing the Services under its account comply with these requirements.

8. FEES

8.1 The Client agrees to pay the fees specified in the applicable Service Schedule.

8.2 Fees may include:

• per-seat licence fees
• premium support fees
• enterprise subscription fees
• additional service charges.

8.3 Eureka may adjust pricing with 30 days written notice.

8.4 Failure to pay fees may result in suspension of access to the Services.

9. CLIENT RESPONSIBILITIES

The Client is solely responsible for:

• delivery of training
• assessment decisions
• trainer competency requirements
• validation and moderation processes
• compliance with the Standards for RTOs
• compliance with all regulatory requirements.

The Client acknowledges that the use of the Services does not guarantee regulatory compliance or audit outcomes.

10. INTELLECTUAL PROPERTY

10.1 All intellectual property rights in the Services remain the property of Eureka.

10.2 This includes:

• course content
• assessment materials
• platform functionality
• mapping documents
• reports and system tools.

10.3 The Client must not reproduce, distribute or commercialise Course Content without written permission from Eureka.

10.4 The Client must not use the Course Content to create derivative training products intended for commercial distribution without written permission from Eureka.

10.5 The Client acknowledges that the assessment tools, question banks, practical assessment instruments, marking guides and related assessment materials contained within the Course Content are proprietary intellectual property of Eureka.

The Client must not:

• extract, reproduce or compile assessment questions into separate assessment banks;
• use assessment materials to develop independent assessment tools outside the Services;
• distribute assessment materials to third parties or other training organisations.

Assessment materials may only be used within the Services for the purpose of delivering training under this Agreement.

11. DATA AND PLATFORM ACCESS

11.1 The Client retains ownership of student and organisational data stored within the Services.

11.2 Eureka may host and process such data solely for the purpose of providing the Services.

11.3 Eureka may suspend access if:

• fees remain unpaid
• the Client breaches this Agreement
• system security is threatened.

11.4 The Client is responsible for maintaining the confidentiality of all usernames, passwords and access credentials associated with its account.

11.5 The Client is responsible for all activities conducted under its account including actions taken by its staff, trainers, administrators or authorised users.

11.6 Course Content may only be accessed by trainers, administrators and learners employed or contracted directly by the Client.

11.7 Eureka may temporarily suspend access to the Services if it reasonably believes that the Client’s use of the platform poses a security risk or may damage the integrity of the Services.

12. SUPPORT AND UPDATES

12.1 Eureka may update Course Content, system functionality and assessment materials from time to time.

12.2 Updates may occur to maintain alignment with training package changes, regulatory developments or platform improvements.

12.3 Unless otherwise specified in a Service Schedule, the Services do not include:

• customised development
• regulatory consulting
• course customisation.

12.4 Technical support is limited to reasonable assistance with accessing and using the Services.

12.5 While Eureka will use reasonable efforts to ensure that the Services remain available, the Client acknowledges that online platforms may occasionally experience interruptions due to maintenance, updates, internet outages or technical issues.

12.6 Eureka does not guarantee uninterrupted access to the Services.

13. PRIVACY

13.1 Eureka will handle personal information in accordance with the Privacy Act 1988 (Cth) and Eureka’s Privacy Policy.

13.2 The Client is responsible for ensuring that it has obtained appropriate consent from learners for the collection, storage and processing of their personal information within the Services.

14. DISCLAIMER OF WARRANTIES

14.1 The Services are provided “as is” and “as available.”

14.2 Eureka makes no representation or warranty that the Services:

• will guarantee regulatory compliance
• will satisfy audit requirements
• will be suitable for every training delivery model.

14.3 Compliance with regulatory standards remains the responsibility of the Client.

15. INDEMNITY

The Client indemnifies Eureka and its officers, employees and contractors against any loss, claim, liability, penalty, regulatory action or legal cost arising from or related to:

• the Client’s use of the Services;
• training delivery or assessment practices;
• regulatory investigations or audits;
• claims made by learners or third parties.

This indemnity survives termination of this Agreement.

16. LIMITATION OF LIABILITY

16.1 To the maximum extent permitted by law, Eureka’s total liability under this Agreement is limited to the fees paid by the Client during the preceding 12 months.

16.2 Eureka will not be liable for:

• loss of revenue
• loss of funding
• reputational damage
• business interruption
• regulatory penalties.

17. TERM

17.1 This Agreement commences on the date of execution.

17.2 The initial term is 12 months, unless otherwise specified in a Service Schedule.

17.3 The Agreement will automatically renew for successive 12-month terms unless either party provides 30 days written notice of termination.

18. TERMINATION

18.1 Either party may terminate this Agreement if the other party:

• breaches a material provision and fails to remedy within 14 days
• becomes insolvent
• ceases business operations.

18.2 Eureka may suspend or terminate Services if the Client:

• fails to pay fees
• breaches intellectual property provisions
• uses the Services unlawfully.

19. FORCE MAJEURE

Neither party will be liable for failure to perform obligations under this Agreement where such failure arises from events beyond reasonable control including:

• natural disasters
• internet outages
• government actions
• cyber incidents
• power failures.

20. VARIATION

20.1 Eureka may update this Agreement from time to time.

20.2 Where material changes occur, the Client will be given 30 days written notice.

20.3 Continued use of the Services after the notice period constitutes acceptance of the updated terms.

21. ASSIGNMENT

Eureka may assign or transfer this Agreement to a related entity.

The Client may not assign this Agreement without written consent from Eureka.

22. CONFIDENTIALITY

Both parties agree to keep confidential any proprietary or commercial information obtained during the course of this Agreement.

23. GOVERNING LAW

This Agreement is governed by the laws of Queensland, Australia.

24. SURVIVAL

The provisions relating to intellectual property, confidentiality, indemnity and limitation of liability survive termination or expiry of this Agreement.

25. DISPUTE RESOLUTION

This Agreement and any Service Schedules constitute the entire agreement between the parties.

25.1 If a dispute arises in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.

25.2 If the dispute cannot be resolved within 30 days, either party may pursue any remedies available under applicable law.

26. ENTIRE AGREEMENT

This Agreement and any Service Schedules constitute the entire agreement between the parties.