Tandem Tertiary - End-User Terms of Service

1. Introduction and Scope

These Terms of Service ("Terms") govern your access to and use of the Tandem Tertiary platform and associated services (the "Platform"), provided by Tandem Learning Pty Ltd ("Tandem Learning", "we", "us", or "our").

Your right to access the Platform is granted to you as an authorised user ("Authorised User") under a primary commercial agreement ("Primary Agreement") between Tandem Learning and your university or educational institution ("Subscribing Organisation"). These Terms are supplementary to the Primary Agreement.

By creating an account or by accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

2. Definitions

• "Authorised User" or "you" means a student, academic, or staff member of a Subscribing Organisation who is authorised to use the Platform under the Primary Agreement.
• "Subscribing Organisation Content" means any data, course materials, academic records, information, or other content uploaded to, or generated on, the Platform by the Subscribing Organisation or its Authorised Users.
• "Platform Content" means all materials, software, data, and resources owned by or licensed to Tandem Learning and made available on the Platform, excluding Subscribing Organisation Content.

3. Account and Access

Your account and access to the Platform are provided and managed by your Subscribing Organisation. You must:

• Provide accurate and complete information when setting up your account.
• Maintain the confidentiality of your account password and credentials.
• Not share your account with any other person.
• Immediately notify your Subscribing Organisation's administrator of any suspected unauthorised use of your account.

You are responsible for all activities that occur under your account.

4. Intellectual Property Rights

4.1. Our Platform

Tandem Learning and its licensors own all rights, title, and interest, including all related intellectual property rights, in and to the Platform and the Platform Content. These Terms do not grant you any rights of ownership. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your educational purposes, for the duration of the Primary Agreement.

4.2. Your Content

As between you and Tandem Learning, ownership of Subscribing Organisation Content is determined by the policies of your Subscribing Organisation and the terms of the Primary Agreement. You grant Tandem Learning a limited licence to host, process, and display Subscribing Organisation Content solely as necessary for us to provide and maintain the Platform for you and your Subscribing Organisation.

5. Acceptable Use

You agree not to use the Platform to:

• Violate any applicable Australian law or regulation.
• Infringe the intellectual property, privacy, or other rights of any third party.
• Transmit any content that is unlawful, defamatory, harassing, abusive, or otherwise objectionable.
• Upload or transmit any malicious code, viruses, or disruptive software.
• Attempt to gain unauthorised access to, or disrupt the integrity or performance of, the Platform or its related systems.

6. Privacy and Data Security

Our handling of your personal information, which may include your academic records and progress, is governed by our Privacy Policy.

You acknowledge that Tandem Learning acts as a 'data processor' (or 'APP entity' holding information for another entity) on behalf of your Subscribing Organisation, which is the 'data controller'. We will only process your personal information in accordance with the instructions of the Subscribing Organisation as set out in the Primary Agreement and our Privacy Policy.

7. Disclaimers

To the extent permitted by law, the Platform is provided "as is" and "as available". We do not warrant that your use of the Platform will be uninterrupted or error-free. The accuracy of Subscribing Organisation Content is the sole responsibility of the party that provided it.

Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any law (such as the Australian Consumer Law) which cannot be lawfully excluded or limited.

8. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability to you for any claim arising from or in connection with these Terms or your use of the Platform will be limited to AUD $100. Our liability to your Subscribing Organisation is governed exclusively by the Primary Agreement.

We are not liable for any indirect, special, consequential, or punitive damages, or for any loss of profits, data, or revenue.

9. Termination

Your access to the Platform may be suspended or terminated at any time by us or your Subscribing Organisation. Your right to use the Platform will automatically cease if the Primary Agreement between Tandem Learning and your Subscribing Organisation ends. We may terminate your access immediately if you materially breach these Terms.

10. General Provisions

• Governing Law: These Terms are governed by the laws of New South Wales, Australia. You submit to the exclusive jurisdiction of the courts in that jurisdiction.
• Precedence: If there is any conflict or inconsistency between these Terms and the Primary Agreement, the terms of the Primary Agreement will prevail.
• Changes: We may modify these Terms from time to time. We will provide reasonable notice of material changes. Your continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed, and the remaining provisions will remain in full force.