RMIT Short Courses Terms and Conditions 

THESE TERMS AND CONDITIONS (“Terms”) BETWEEN YOU (REFERRED TO IN THESE TERMS AS “YOU” or “YOUR”) AND ROYAL MELBOURNE INSTITUTE OF TECHNOLOGY (ABN 49 781 030 034) AT 124 LA TROBE STREET, MELBOURNE VIC 3000RMIT ONLINE PTY LTD (ABN 38 614 454 170) OF 124 LA TROBE STREET, MELBOURNE, VIC 3000, AUSTRALIA; (B) RMIT TRAINING PTY LTD (ABN  61 006 067 349) OF 97-99 FRANKLIN STREET, MELBOURNE, VIC 3000, AUSTRALIA. RMIT, we, us, our means, as the context requires, Royal MelbOurne Institute of Technology or any RMIT Affiliate who performs any function related to THE COURSES, PROGRAMS, OR thESE TERMS. RMIT Affiliates means RMIT ONLINE PTY LTD (ABN 38 614 454 170) OF 124 LA TROBE STREET, MELBOURNE, VIC 3000, AUSTRALIA and RMIT TRAINING PTY LTD (ABN  61 006 067 349) OF 97-99 FRANKLIN STREET, MELBOURNE, VIC 3000, AUSTRALIABY REGISTERING OR PURCHASING COURSES OR PROGRAMS, YOU WARRANT THAT YOU have the legal capacity to enter into a legally binding agreement AND AGREE TO BE BOUND TO THESE TERMS. 

If you are agreeing to these Terms not as an individual but on behalf of a company, your employer, an organisation, government or other legal entity (“Sponsor Entity”), then “you” or “YOUR” means the SPONSOR Entity and you are binding the SPONSOR Entity to these Terms and the terms set forth in annexure a. If you are accepting these Terms and purchasing courses or PROGRAMS on behalf of a Sponsor Entity, you represent and warrant that you are authorised to do so.  

Studying with RMIT  

When you purchase a short course (“Course”) or Program from RMIT and study with RMIT, you will comply with the RMIT Policies and Terms. Our Policies include those regarding Privacy (and how your personal information is collected and managed) and Student Responsibilities. 

If a Course or Program you are studying with RMIT involves a third-party partner product (such as a chat or meeting tool or to facilitate a badge or credential) you may be required to agree to their end user terms in order to participate in the Course or Program and for your personal information to be provided to the third party partner. Other key features and terms may also be set out in the relevant Course or Program guide or FAQ page. 

For Sponsored Courses or Programs, please refer to the supplemental terms and conditions as set forth in Annexure A which, in addition to these Terms, further govern such purchases.  

Payment and discounts 

You will be required to make payment in full at the time of enrolment or booking Your Courses or Programs.  

For Sponsors booking a Course for numerous personnel or nominated participants, RMIT will issue an invoice to the Sponsor when a purchase order or relevant letter of authority is received by RMIT. This invoice must be paid in full as required by the invoice. Unless otherwise agreed by RMIT in writing, a full Course or Program fee is still payable even if a participant withdraws or does not attend or login to the relevant Course or Program.  

Some Courses or Programs may be paid for in conjunction with a promotional code or other discount arrangement. Promotional codes may only be redeemed once per person during the relevant promotional period to provide a Course or Program fee discount. You must notify RMIT before You make payment if You are eligible for any discounts. 

If You are using a certain payment method (eg credit or debit card), You may be charged transaction fees by your bank. These transaction fees if any, will be your sole responsibility. 

Sponsored Courses or Programs 

If Your Course or Program is being paid for or funded by Your Sponsor Entity, You provide consent for RMIT to release information relating to your enrolment and studies to your Sponsor Entity, including your academic progress, conduct, results and grades.  

Term; Changes and cancellations by RMIT 

These Terms commence on the date that you accept them and end on the date Your Courses or Programs are completed, unless: (i) terminated earlier by RMIT; or (ii) if You cancel or fail to complete the Courses or Programs (the Term). 

RMIT may need to change a Course’s or Program’s details or cancel a Course or Program because of circumstances beyond our reasonable control, including insufficient enrolments. If a Course or Program is cancelled or RMIT materially changes the Course or Program details, RMIT will offer you: (i) a refund; (ii) an alternative enrolment in a different Course or Program; or (iii) the same Course or Program offering at a different time.   

Cancellations by students 

We will not issue refunds for Course or Program cancellations where the Course or Program was purchased by a Sponsor Entity.   

For all other online Course and Program enrolments: 

• RMIT requires that You make the cancellation in writing to us; and 
• You may cancel your enrolment at no cost, with a full refund, up to 5pm on the Courseor Program start date.  

If you have purchased a series of Courses in a bundle (“Program”), Your refund may be limited to those remaining Courses which have not yet started and will be net of any discounts received for the Courses which have been taken. 

You can apply for special consideration if You need to cancel an enrolment after the stated cut-off date, and You would like a refund. RMIT will review your request for special consideration and may only be able to provide a partial refund or may not be able to provide a refund at all.  

Refunds will only be credited to the original funding source (eg credit card), or via other means as approved by RMIT.  

Transfers and deferrals 

RMIT will not offer transfers or deferrals where the Course or Program was purchased by a Sponsor Entity.   

For all other Course  or Program enrolments: 

• You may transfer to another Course of the same value at no cost, provided You make a request to do so in writing up to 5pm on the Course start date.  
• RMIT may not able to effect transfers where the request is received after 5pm on the Course start date. 

Course or Program deferral is only available for deferral for a maximum of 12 months from the applicable Course or Program Census Date. If RMIT is unable to defer Your enrolment, it will be treated as a cancellation. 

• If You are able to defer to a later session of the same Course or Program, any assignments You may have completed before deferring will not be credited to the Course or Program when You re-enrol. 
• You may only defer from the current Courseor Program to the next available short Course or Program of the same type. 

If You are transferring from another Course or Program, the Course or Program start date will be deemed to be that of the original Course or Program Census Date You were first enrolled in. 

Promotions

RMIT may offer a limited time discount on single purchases of selected Courses with a scheduled Course run (each a Promotion).

The amount of the discount, and when it ends for each Course, will be shown on the relevant Course page on our website. This discount will be automatically applied during checkout.

To secure the discount, You must complete checkout before the promotional end date listed on its Course page. RMIT may extend a Promotion or end it early without prior notice to You.

The discount does not apply to: 

• any Courses delivered in partnership with Udacity (these courses are advertised as being ‘Powered by Udacity’);
• the ‘Sustainability and climate-related financial reporting: ISSB, AASB and beyond’ Course, ‘Urban Sustainability Strategy’ Course, ‘Eco-Literacy’ Course, ‘Managing Risk’ Courses, ‘Human Factors in Safety’ Courses or ‘Regenerative Design’ Course;
• any University Pathways Courses;
• any Course bundles.

In the event a Course scheduled for this calendar year is unavailable or does not run for any reason, the discount cannot be applied to a subsequent run of a Course nor can it be deferred in any way. The discount cannot be combined with any other offers, discounts or Promotions. The discount or Promotion is non-transferable and cannot be redeemed for cash. Discounts and Promotions cannot be applied to previous orders or transactions.

Ending these Terms 

RMIT may end these Terms in whole or in part at any time by giving not less than 10 Business Days’ prior written notice to You.  

RMIT may end these Terms if You repudiate or are in breach (where the breach cannot be remedied, or where we have served You with a notice specifying a breach and You do not remedy the breach within 15 Business Days of the notice).  

Warranty 

RMIT warrants to You that it will provide the Courses and Programs with due care and skill, fit for specified purpose, within the timeframe specified in your order. You must notify RMIT of any warranty claim for the Courses or Programs during the period You are enrolled in the Course(s) or Program(s). Your sole and exclusive remedy and the entire liability of RMIT for its breach of this warranty will be for RMIT, at its option and expense, to: (a) use commercially reasonable efforts to re-perform or fix the Course(s) or Programs, or (b) refund the portion of the fees paid by You which are attributable to the non-conforming Courses or Programs. 

The benefits of the warranty in this Clause 9 are in addition to any other rights and remedies in relation to the Courses or Programs that You may be entitled to under Australian Consumer Law. Our Courses and Programs come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, You are entitled: (i) to cancel Your contract with us; and (ii) to a refund for the unused portion, or to compensation for its reduced value. If a failure with the Courses or Programs does not amount to a major failure, You are entitled to have the failure rectified in a reasonable time. If this is not done You are entitled to a refund for the Courses or Programs and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Courses or Programs. 

Nothing in these Terms is intended to limit any statutory rights you may have under the Australian Consumer Law.  

Limitation of liability 

NEITHER RMIT NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR ANY OTHER LOSSES, EVEN IF RMIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RMIT’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU FOR THE APPLICABLE COURSE(S) OR PROGRAM(S). THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS CLAUSE 10 DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF RMIT OR ITS AFFILIATES IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE. TO THE EXTENT APPLICABLE, THIS PROVISION MUST BE READ SUBJECT TO THE AUSTRALIAN CONSUMER LAW.

Changes to these Terms  

RMIT is continuously working to develop and improve its Courses and Programs. Accordingly, RMIT may update these Terms from time to time. For example, RMIT may make changes to these Terms due to: 

• Changes to legal or regulatory requirements. 

• Security, safety, or for circumstances beyond RMIT’s reasonable control. 

RMIT will, when possible, use commercially reasonable endeavours to give you notice of changes to these Terms.  

Delay in enforcing these Terms 

RMIT’s failure to enforce a provision of these Terms is not a waiver of its right to do so later. If any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms contained herein. 

General  

Entire Agreement: These Terms contain the entire agreement between the parties and supersedes all prior arrangements on its subject matter. No oral or external information affects its meaning or interpretation; or is a collateral agreement, understanding or warranty. If the other party has provided RMIT with any separate terms and conditions, including those attached to any quote, those terms do not apply. 

Assignment: You may not assign or novate any right or obligation under these Terms without the prior written consent of RMIT. RMIT may assign all or part of the rights and obligations under these Terms to its RMIT Affiliate or any third party.  

Force Majeure and Delay: Neither party is liable for any failure or delay if it is caused or contributed to by a Force Majeure Event. Each party must notify the other if they anticipate any delay or failure to perform its obligations under this Annexure A and take all reasonable measures to mitigate or avoid the delay or failure.  

Relationship: The parties are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between them. Neither has the authority to assume or create an obligation on behalf of the other.  

Benefit: RMIT receives and holds the benefit of these Terms for itself and on behalf of the RMIT Affiliates. These Terms (including any indemnities) apply to any and all claims made by RMIT as a trustee for, or on behalf of, the RMIT Affiliates. 

Further steps: Each party will do all things and execute all documents to give full effect to this document and the obligations it contains. 

Survival: The termination or expiry of these Terms is without prejudice to any accrued rights or remedies. The obligations, warranties and undertakings which by their nature continue will survive the end of these Terms.  

Waivers: No waiver of a right or remedy under this Annexure A is effective unless it is in writing and signed by the party granting it.  

Effect of Laws: Notwithstanding any other provisions, nothing in these Terms limits or excludes liability that cannot be excluded or limited by Law. 

Severability: If any term of these Terms is or becomes wholly or partly invalid or unenforceable, the term will, to that extent, be treated as deleted. The remaining terms are valid and enforceable.  

Remedies: The remedies in these Terms are cumulative and additional to any at Law or in equity. 

Governing law: These Terms are governed by the laws of the State of Victoria, Australia and each party submits to the exclusive jurisdiction of the courts of the State of Victoria, Australia. 

Costs: Each party will bear their own costs in respect of entering into these Terms (including legal costs). 

Legal advice: The parties acknowledge they have had the opportunity to obtain independent professional advice (including legal and financial advice) prior to accepting these Terms.  

Trusts: Where the party other than RMIT is a trust, or a trustee of a trust, this clause applies. The other party warrants and undertakes that: (a)  the trustee is liable under these Terms in its personal capacity as well as in its capacity as trustee of the trust; (b) the trust is duly constituted and validly existing; (c) the trustee has the full legal capacity, power and authorisation under the trust deed to own, manage, administer, transfer, deal with and otherwise dispose of the trust property, and to enter into these Terms both personally and on behalf of the trust; (d) the entry into these Terms by the trustee has been approved by the beneficiaries of the trust should that be necessary; (e) the trustee has the right to be fully indemnified out of the trust property in relation to any debts or liabilities arising under or in connection with these Terms; (f) the rights of the beneficiaries to, and the interests of the beneficiaries in, the trust property are subject and subordinate to the creditors of the trust, including RMIT’s claims against the other party; and (g) RMIT is subrogated to the trustee’s right of indemnification from and lien over trust assets and may proceed against the trust property to recover any amounts owing to RMIT. 

Regulatory: Despite any other provision of these Terms: (a) a party may disclose Confidential Information to an Authority to the extent required for that party to comply with the Australia’s Foreign Relations (State and Territory Arrangements) Act 2020 (Cth) (and only to that extent); and (b) where an Australian Authority makes a declaration, decision or determination that this Annexure A must be varied or terminated in accordance with any Law or that a party must not give effect to these Terms (or part of them) in accordance with any Law: (i) neither party is liable to the other to the extent that declaration, decision or determination has the effect (whether directly or indirectly) of varying, terminating or rendering unenforceable these Terms or any part of it, and (ii) a party may terminate these Terms to comply with that declaration, decision or determination. Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, public or other person. Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction, and includes any applicable common law and equity and industry codes of conduct.  

Notices: Notices under these Terms must be in writing, and may be delivered by hand, post or email. If by hand, it will be deemed to be delivered on delivery to the address designated as the contact address. If posted, it will be deemed to be delivered 2 Business Days after the date of posting, if delivered in Australia, and 10 Business Days after the date of posting, if delivered outside Australia. If emailed, it will be deemed to be received on transmission to the email address designated as the contact email address unless a non-transmission notification is received by the sender. However, any notices received outside the hours between 9am and 5pm on a Business Day in the time zone of the recipient will be deemed to be received at 9am the next Business Day. 

 

Annexure A 

Sponsored Courses and Programs Terms and Conditions 

Engagement & Fees 

• In this Annexure A, “Training” means the educational services we provide to Participants, including the provision of Deliverables, which are purchased by You.
• The Terms and this Annexure A govern the parties’ provision and participation in the Training. If there is any inconsistency between the terms in this Annexure A and the Terms, this Annexure A takes precedence to the extent of such inconsistency. You and RMIT may agree on additional Training if they agree and sign a further Schedule. Each time a Schedule is signed by both parties, it is incorporated into and governed by this Annexure A. The parties may agree in writing to extend the Annexure A for a further term.
• You will pay us the Fees, and reimburse us for all Expenses we incur in providing the Training, in accordance with the Payment Terms. The Fees do not include the Expenses of the Participants to participate in the Training.
• If You are in a private Course cohort, completion of pre-Course and post-Course experience surveys (Surveys) are a pre-requisite to submit your final assessment and receive your Course credential.  RMIT will provide any requested reasonable adjustments to help you access and complete the Surveys.  You will ensure that Participants complete any Surveys we require within 10 business days of receipt.  We may withhold issuing a Participant an award, official confirmation, credential or certification of competency to a Participant until such Surveys are completed. RMIT will only disclose individual Survey responses to Your Sponsor Entity if You provide consent at the time of Survey completion. 
• Arrangements for individual Participants to cancel, transfer or defer their Training may be set out in the ‘Transfers and deferrals’ clause of the Terms.;
• Any prepaid Fees which are unused at the end of the Term are non-refundable and will not be carried over into any extension terms (if any). 
• You warrant and represent on each day of the Term that, prior to the commencement of the Training, You will: (a) obtain each Participant’s express consent to provide us with their personal information in accordance with the Privacy Laws; (b) provide us with the required personal information in order for us to enrol each Participant; and (c) obtain each Participant’s express consent to release information in relation to their enrolment and studies to You, including their academic progress, conduct, survey results, results and grades. In obtaining Participants’ consent under clauses clause 1.7(a) and (c), You must notify them that their personal information will be subject to our privacy statement as published on our website from time to time. If You do not comply with clause 1.6(c), RMIT is not obliged to provide You with individual Participants’ results for the Training and You may be required to seek and obtain results from individual Participants.
• Where we notify You of any pre-requisites, entry criteria, or tasks or other requirements to be completed before the provision of the Training, or enrolling Participants, You will ensure the Participants have completed or fulfilled these requirements.
• We are not liable if any Participant fails or does not complete their Training. Arrangements for costs or liability for course fees for failed or incomplete Training are between you and the Participants.
• Where the Training involves the issue of an Australian Qualifications Framework award or other certification of completion or competency: 
  • subject to the Participants meeting the applicable entry criteria, we will enrol the Participants; 
  • Participants will be entitled to recognition of prior learning in accordance with our usual policies and procedures;
  • we are wholly responsible for the formal assessment of Participants and the issuing of any award, official confirmation, credential or certification of competency to successful Participants in accordance with the Terms, our standards and criteria which are otherwise applicable to all students; and
  • Participants may be required to separately enrol and establish online accounts directly with us, which may require them to agree to our other student codes of conduct, terms and conditions, or policies as updated from time to time and available on our websites.
  • You are responsible for covering (or directing Participants to cover) all their personal costs to facilitate their receipt of the Training. This includes, without limitation, ensuring the Participants have sufficient IT access or equipment to enable them to participate in any online aspects of the Training, travel, accommodation, any required visas and any appropriate travel or health insurance with a sufficient level of coverage to satisfy any costs, losses, expenses or damage incurred while they are receiving the benefit of the Training Services, as applicable.  

Training 

• We will provide the Training using our reasonable endeavours.  

• If required, we will prepare and provide or make available any relevant Materials, as set out in the Schedule.  

• We will not be required to provide the Training in respect of a number of Participants which is either:  
  • greater than the Maximum Number of Participants; or  
  • fewer than the Minimum Number of Participants, in which case we may in our discretion, elect to treat the Training as being either:
  • cancelled or re-scheduled by You under the Terms; or
  • deliver the Training Services in a manner we consider appropriate, at the Fees for the Minimum Number of Participants.
• We may, at our sole discretion, subcontract parts of the Training. Acts or omissions of our subcontractor are deemed to be our acts or omissions. 

Sites 

• If the Site is not an RMIT premises or if it is a location or facility owned, managed or procured by You: 
  • we undertake our Personnel will comply with all Your reasonable directions regarding OHS, security, confidentiality, privacy and other policies as specifically provided to our Personnel prior to their attendance at the Site;
  • You must make available all necessary facilities required for the delivery of the Training, including as outlined in the Schedule, (e.g. electricity supply and other equipment); 
  • You must ensure that all facilities at the Site comply with all applicable Laws including OHS, and You must ensure our Personnel will be free from harassment including sexual harassment, bullying and discrimination.  

• If the Site is an RMIT premises (or a location or facility procured by RMIT), Your Personnel must comply with our reasonable directions, including those relating to OHS, security, confidentiality, privacy and any other policies and procedures as notified by us to You,  Your Personnel, or Participants. 

Warranties 

• Each party warrants that it holds, and will maintain for the Term, all licenses, permits and qualifications required to lawfully provide or receive the Training and otherwise to enter into the Terms and this Annexure A.
• Each party warrants it has the authority to enter the Terms and this Annexure A, and each party’s performance of, and the provision and receipt of Training will not constitute a breach of law, or constitute or cause a breach of another contract, including with a third party.
• Each party will not do or omit to do any act or thing which does or is likely to:
  • bring the other into contempt, disrepute, ridicule, or scandal;
  • damage the other’s reputation or that of their Affiliates; or
  • be considered corrupt or offensive.
• Each party warrants there is no conflict of interest that exists or is likely to arise in respect of this Annexure A.
• As soon as practicable, each party will notify the other of any incident, fact or circumstance which may give rise to a Loss.

Confidentiality, publicity and privacy 

• Each party undertakes to (and will procure their Personnel and Participants to):
  • keep the Confidential Information of the other party confidential and put in place effective security measures to protect the Confidential Information from unauthorised access, use or disclosure;
  • only use, reproduce and disclose Confidential Information:
    1. to those Personnel required to know it; and
    2. only to the extent necessary for the purposes of the Terms and this Annexure A;
  • not disclose Confidential Information except as required by Law, provided they give prior notice to the other party of the disclosure where permitted by Law; and
  • return or destroy the other’s Confidential Information at the end of the Terms and this Annexure A, and at the other party’s election, subject to Law, or records retention obligations.

• Neither party will make any public statement about the Terms or this Annexure A or work undertaken pursuant to them, without prior written consent of the other.  

• Where the Training requires You to collect, use, handle or disclose personal information You must comply with the Privacy Laws (even if they do not apply to You otherwise). You must treat personal information as Confidential Information. We will deal with personal information provided to us in accordance with the privacy statement published on our website.  

Intellectual Property 

• In this Annexure A, Prior IP means IP created by or licensed to a party before the start of this Annexure A, or otherwise created by a party outside of or separate to the Terms and this Annexure A. Materials means the teaching or instructional materials or resources which we develop for the purposes of this Annexure A and either provide, or make available to, or disclose to Participants in providing the Training, including any electronic resources or online learning content.
• You retain ownership of or rights to all Your Prior IP, if any. We retain ownership of and rights to all our Prior IP and Materials. You will not use the IP in our Prior IP or Materials without our prior written consent.
• You grant us a licence to use Your Prior IP in the course of delivering the Training, as applicable. We grant You and the Participants a licence to access and use our Prior IP and Material ‘as is’ and only for the purpose of receiving the Training . Where components of the Training are delivered through access to online learning modules or online Materials, Participants may be asked to agree to and accept additional terms and conditions regarding the use of the Materials and access to our IT systems, pages or portals before they are given access.
• You retain ownership of or rights to all Your Prior IP, if any. We retain ownership of and rights to all our Prior IP and Materials. You will not use the IP in our Prior IP or Materials without our prior written consent.
• You grant us a licence to use Your Prior IP in the course of delivering the Training, as applicable. We grant You and the Participants a licence to access and use our Prior IP and Material ‘as is’ and only for the purpose of receiving the Training . Where components of the Training are delivered through access to online learning modules or online Materials, Participants may be asked to agree to and accept additional terms and conditions regarding the use of the Materials and access to our IT systems, pages or portals before they are given access.
• If we develop IP specifically for You under this Annexure A, which may include Deliverables, the parties will agree in writing to arrangements in relation to the ownership of this IP. If there are no such written arrangements, we retain ownership in the developed IP. 

 Cancelling or rescheduling 

• If You wish to cancel or reschedule the Training less than 10 Business Days prior to the date on which it was to start or be provided, you must reimburse RMIT for the Expenses and any other amounts we have incurred in preparation for starting on that date, as well as the Expenses we incur when we actually deliver the Training (as well as the applicable Fees). 

Ending the Annexure A

• RMIT may terminate this Annexure A in whole or in part at any time by giving not less than 10 Business Days’ prior written notice to the Customer.
• Either party may immediately end this Annexure A if the other experiences: (i) an Insolvency Event (subject to any applicable statutory stay periods); or, (ii) a Force Majeure Event which continues for more than 15 consecutive Business Days.
• Either party may end this Annexure A if the other party repudiates, or is in breach (where the breach cannot be remedied, or where it is served with a notice specifying a breach and does not remedy the breach within 7 days of the notice). If RMIT terminates this Annexure A under this clause 8.3, the Customer will pay RMIT the Fees, and reimburse RMIT for all Expenses, incurred up until the date of termination.
• On termination or expiry of this Annexure A You must immediately return all Prior IP and Materials to us except where You must retain them by law, or where we have agreed to transfer the physical property in them to you. Termination is without prejudice to any accrued rights or remedies, however our obligation to perform, carry out or complete the Training ceases on termination.  

Insurance 

• Each party must maintain workers’ compensation insurance as required by Law, and the insurance of appropriate type and amount with respect to their businesses, for any one occurrence in respect of Public Liability, Products Liability and Professional Indemnity insurance, and replacement value insurance for all equipment and materials used (if any) under this Annexure A. Each party will provide certificates of currency for the relevant insurances on request by the other party.  

GST 

• In this clause: words and expressions which are not defined in this Annexure A but which have a defined meaning in GST Law have the same meaning as in GST Law; and GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Annexure A are exclusive of GST. If GST is payable by a supplier or by the representative member for a GST group of which the supplier is a member, on any supply made under this Annexure A, the recipient will pay to the supplier an amount equal to the GST payable on the supply. The recipient will pay the amount referred to in this clause in addition to and at the same time that the consideration for the supply is to be provided under this Annexure A. 

Definitions 

Words capitalised in the Annexure A but not defined in these Legal Terms have the meaning in the Schedule.   

Affiliate in relation to a person means: a related body corporate as defined in s 50 of the Corporations Act 2001 (Cth); and any joint venture or other business entity or arrangement that directly or indirectly Controls, is Controlled by, or is under common Control with, that person.   

Business Day means any day in the state or jurisdiction of the governing law of this Annexure A which is not a public holiday, Saturday or Sunday.   

Control means, with regard to any person, either: the legal, financial and equitable ownership, directly or indirectly (including through any holding company), or 50% or more of the share capital (or other ownership interest, if not a corporation) of such person ordinarily having voting rights; or effective control of such person; and Controlled has the corresponding meaning.  

Confidential Information means any information that by its nature is confidential, or is designated by a party as confidential, or which the recipient of the information knows or ought to know is confidential, or is imparted in circumstances of confidence by the discloser to the recipient, and includes without limitation, personally identifying information, the fact of this Annexure A, financial information and other commercially valuable or sensitive information (including calculations, prices and costs, customers, client and supplier lists, research and development, third party information disclosed in confidence, unpatented inventions, trade secrets, formulae, know-how, drawings, works, improvements, concepts, ideas, designs, biological materials, chemical compounds and formulae, samples and other materials of whatever description or form); and any other information the disclosure of which may be detrimental to the interests of the party or any other person who has provided it to the party on a confidential basis, but not including information in the public domain (other than through any breach of confidentiality).  

Deliverable means a work product (and all modifications, enhancements and derivative works of such work product) created by a party and required to be provided or delivered under this Annexure A, and it includes all documents, reports, proposals, advice, materials, or information.  

Force Majeure Event means: acts of God, perils of the sea or air, fire, flood, explosion, sabotage or terrorism; war or its after-effects, insurrection; contagion, disease or virus; civil commotion, riot, or government embargo; strike, lockout, or other industrial dispute, protest or unrest; the making of any law, or regulation by any government, or by any other civil or military authority; or any event or circumstance or combination of events and circumstances which is reasonably beyond the control of the party affected and which causes or results in default or delay in performance of any obligations under this Annexure A.  

Insolvency Event means the occurrence of any event of insolvency including a winding up application being made and not withdrawn within 21 days, a failure to comply with a statutory demand, the appointment of a provisional liquidator or administrator, the entering into of an arrangement with creditors, a voluntary winding up other than for the purpose of a bona fide corporate reconstruction, any inability to pay debts as and when they fall due, any admission of insolvency, any court order relating to any of the above or anything which occurs under the law of any jurisdiction which has a similar effect to any of the above.   

Intellectual Property (or IP) means all present or future rights throughout the world, being registered or unregistered rights in respect of copyright; trade marks; designs; moral rights; database rights; patents; trade secrets; know-how, circuit layout rights; plant breeder’s rights; rights in respect of confidential information; any rights to registration of such rights; and all other similar rights. Rights in patents include all rights under or in relation to patent applications (including letters patent and inventor's certificates).   

Loss means, in relation to any matter, all direct costs, damage, claim, liability, action, loss, charge or expense; and all legal and professional expenses on a solicitor-client basis incurred in connection with investigating, disputing, defending or settling any allegation about that matter.   

Personnel of a person includes any employee, director, officer, agent, contractor, subcontractor, representative or Affiliate of that person; and any person engaged directly or indirectly through another entity by the Personnel described above. However, in the case of the other party, Personnel excludes RMIT and any of its Personnel; and in the case of the RMIT, excludes the other party and any of its Personnel.   

Privacy Law means any Laws or other regulatory instrument, whether Australian or otherwise, on privacy, data protection or personal information (including its collection, storage, use, disclosure or possession), and includes the Privacy and Data Protection Act 2014 (Vic), Privacy Act 1988 (Cth), Health Records Act 2001 (Vic), and General Data Protection Regulation (GDPR) (EU) 2016/679; and any codes of conduct, directives, principles, policies or orders issued thereunder.  

Schedule means any schedule attached to, or otherwise covered by this Annexure A.   

Site means the location of delivery or provision of the Training. 

Term means the period commencing on the date that you accept the Terms and this Annexure A and ending on the date Your Courses or Programs are completed, unless the Terms and this Annexure A are terminated earlier in accordance with clause 8 or if You cancel or fail to complete the Courses or Programs.