Terms & Conditions

Cloud Hosted Software Agreement

Aspedia Australia Pty Ltd ("Aspedia") has developed software known as the eLearn3 System which includes the Aspedia Content Management System (CMS) known as AspediaWEB and the Aspedia Customer Relationship Management System (CRM) known as Intuital.

The Customer wishes to access a cloud hosted version of that eLearn3 software and may require assistance in configuring the software to meet their specific business requirements for an agreed fee.  Aspedia agrees to license the Customer to remotely access and use the cloud hosted version of the software and provide associated services for that software on the terms and conditions specified below.

AGREEMENT:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the contrary intention appears:

1.1.1. "Access Keys" means any certificates, usernames, passwords or other security mechanisms issued to the Customer by Aspedia or eLearn3 in order for the Customer to access the Cloud Hosted Software;

1.1.2. "Agreement" means these Cloud Hosted Software and Services Terms and Conditions, and the Order Form;

1.1.3. "Confidential Information" means information that by its nature is confidential, is designated by a party as confidential, or which the recipient knows or ought to know is confidential including, which in the case of Aspedia includes information about the Hosted Software that is not publicly available, and in the case of the Customer, the Customer Materials and Customer Data;

1.1.4. "Configuration Services" means services to configure the Cloud Hosted Software in accordance with the Specifications (if any);

1.1.5. "Customer Materials" means all text, images, document, files and other materials provided directly by the Customer, for use in connection with the Cloud Hosted Software, or otherwise used, or incorporated by Aspedia into anything produced by Aspedia, in providing the Configuration Services. Customer Materials does not include any information, designs, processes or ideas introduced by Aspedia or eLearn3 for use in the project, this Intellectual Property will remain the explicit property of Aspedia.

1.1.6. "Force Majeure" means a circumstance beyond the reasonable control of the Parties, which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, strikes, equipment or communication failures or delays or failures in the provision of goods or services by third parties.

1.1.7. "Cloud Hosting Period" means the period commencing on the date of signing the Order Form and continuing for:

(a) the hosting term selected by the Customer; or

(b) where the hosting term has been expressly stated in the Order Form, the hosting term as expressly stated.

1.1.8. "Commencement of Hosting Charges" means that charges for hosting services are due from:

(a) a specific date expressly specified on the Order Form;

(b) upon the issuing of a client user name and password to allow access to either a development or complete version of the eLearn3 Cloud Hosted Software; or

(c) the issuing of project completion signoff documentation by Aspedia or eLearn3, which means that the actual development activities of the project have been completed by Aspedia and eLearn3, the project is hosted on Aspedia Development Servers and is awaiting go live signoff by the client.

Whichever comes first from (b) or (c) will apply.  In (b) and (c) above, the eLearn3 Cloud Hosted Software may be live to the external general public on the internet, but accessed via Aspedia Development Servers and are available for access by clients via the internet using a specific Development URL, user name and password to login.

1.1.9. "Cloud Hosted Software" means the hosted object code version of the eLearn3 System including the Aspedia Content Management System (known as AspediaWEB) and/or Aspedia Customer Relationship Management System (known as Intuital) provided or developed by Aspedia and includes all modifications and additions made by or on behalf of Aspedia to such software from time to time, including changes made specifically for client projects;

1.1.10. "Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor and circuit layout rights whether registered or not and including any rights to register such intellectual property;

1.1.11. "Order Form" means the order form completed by the Customer which forms part of these terms and conditions;

1.1.12. "SLA Package" means the Service Level Agreement (SLA) package selected by the Customer as indicated in the Order Form;

1.1.13. "Specifications" means the specifications provided by the Customer and agreed between the parties for configuring the Cloud Hosted Software;

1.1.14. "Customer Data" means the data created by the Customer during the Term whilst using the Cloud Hosted Software, which ;

1.1.15. "Term" means the term of the license as specified in clause 2. 1.;

1.2. In this Agreement, unless the contrary intention appears:

1.2.1. the clause headings are for ease of reference only and shall not be relevant to interpretation;

1.2.2. a reference to a clause number is a reference to all its subclauses;

1.2.3. words in the singular number include the plural and vice versa;

1.2.4. a reference to a person includes bodies corporate and unincorporated associations and partnerships;

1.2.5. a reference to a clause is a reference to a clause of this Agreement;

1.2.6. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

1.2.7. the recitals to this Agreement do not form part of the Agreement;

1.2.8. monetary references are references to Australian currency.

2. INITIAL TERM

2.1. This Agreement commences upon the date you start paying for cloud hosting weekly payments and will continue for 6 months minimum.

2.2. At the end of the initial term, this Agreement will continue unless you have provide 30 calendar days advance written notice to terminate this agreement.

2.2. Use of the Cloud Hosted Software or Services by the Customer is deemed acceptance by the Customer of the terms in this agreement.

3. RIGHTS OF USE AND ACCESS

3.1. Aspedia and eLearn3 grant the Customer a non-transferable, non-exclusive license to use and access the Cloud Hosted Software during the Initial Term and any subsequent terms.

3.2. The Customer must only access the Cloud Hosted Software through the login mechanism provided by Aspedia or eLearn3, using the Access Keys provided by Aspedia or eLearn3.

3.3. The Customer is responsible for obtaining and maintaining at its own expense all software including internet browser software, hardware and communication links necessary to remotely access the Cloud Hosted Software.

3.4. The Customer must not:

3.4.1. use the Cloud Hosted Software in an unlawful manner;

3.4.2. use it to send or distribute any messages, materials or content that may be considered to be unlawful.

4. RISK

4.1. The Customer acknowledges that it is responsible for determining the suitability of the Cloud Hosted Software for its purposes.

4.2. Aspedia and eLearn3 do not make any representations or warrant that the Cloud Hosted Software will meet the particular needs of the Customer.

5. DATA STORAGE

5.1. Aspedia and eLearn3 will use all commercial reasonable endeavours to ensure that the Customer Materials, and Customer Data as hosted by Aspedia and eLearn3, are protected from unauthorised access during the Term of this Agreement.

The Customer acknowledges that:

5.1.1. They are required to maintain a backup copy of the Customer Materials and Customer Data during the Term of this Agreement for redundancy purposes and these will be relied upon as the primary backup copy should data restoration be needed.

Aspedia and eLearn3 will endeavour to maintain further backup copies of the Customer Materials and Customer Data but these are not to be relied upon as the sole backup procedure; and

5.1.2. to the extent permitted by law, Aspedia and eLearn3 will not be liable (whether in contract, tort including negligence, statute or otherwise) for any unauthorised access, misuse, corruption or loss of any of the Customer Materials or Customer Data.

6. CONFIGURATION SERVICES

6.1. Aspedia or eLearn3 may carry out Configuration Services for an additional cost to be agreed between the parties.

6.2. Configuration Services will be carried out with all due skill and care and in a professional and competent manner.

7. CUSTOMER MATERIALS

7.1. Where Aspedia or eLearn3 is providing Configuration Services, the Customer will deliver or make available to Aspedia or eLearn3, the Customer Materials required to undertake those services in a timely manner and in any event, in a manner that ensures that Aspedia or eLearn3 shall have the necessary time to meet any project or other time schedules agreed between the parties.

7.2  Aspedia and eLearn3 at their sole discretion reserve the right to charge the customer for any costs incurred due to untimely delivery of the Customer Materials.

7.3. The Customer grants a royalty free license to Aspedia and eLearn3 to use and reproduce the Customer Materials for the sole purpose of providing the Cloud Hosted Software and associated services contemplated by this Agreement.

7.4. The Customer warrants that the use and reproduction of the Customer Materials by the parties as contemplated by this Agreement will not infringe the intellectual property rights of any third party.

8. PROTECTION OF ACCESS KEYS

8.1. The Customer is responsible for maintaining the confidentiality of the Access Keys and for all access and use of the Customer's account whether or not authorised by the Customer.

8.2. The Customer must take all reasonable security measures to ensure that the Access Keys are not disclosed to any person, other than to those Customer employees or other third parties designated by the Customer to use such Access Keys.

9. PAYMENT

9.1. The Customer pay the upfront Charges specified on the website via Credit Card with securepay. Unless previously organised with Aspedia Australia Pty Ltd.  Access to the Cloud Hosted Software will not be provided to the Customer until the Charges have been paid in full.

9.2. The prices on the website are inclusive of GST.

9.3.  Customers are required to pay all ongoing weekly charges by either direct debit or credit card payments and agree to incur an additional paper administration and processing fee of $25 ex GST per invoice should a printed invoice be required.  The weekly payments will start 4 weeks after the  original upront purchase has been made. Unless otherwise stated directly to the customer through the Aspedia Australia support department.

9.4.  The Customer will be liable for any GST payable on a taxable supply (as that term is defined in A New Tax System (Goods and Services Tax) Act 1999) made by Aspedia or eLearn3. The Customer will pay such GST at the same time it pays the Charge for such taxable supply.

9.5. All credit card payments are processed through a merchant facility under the business name Aspedia Australia Pty Ltd.

9.6. Non-payment of an invoice will result in a late payment fee of $95.00, to cover administrative and collection costs. In addition to this if an outstanding payment is more than 28 days overdue then Aspedia reserve the right to suspend Cloud Hosting Services until full payment is made. This will incur an administration fee of $250 for reconnection of the Cloud Hosted Services.

9.7. CUSTOM CONFIGURATION FEES OUTSIDE A STANDARD eLearn3 WEBSITE: Payment Milestones/Instalments are usually detailed within your Proposal/Order Form if custom configuration is required.  If this is not included in your proposal there are 2 default Milestones that apply as follows:

Project Commencement - 50% of the total custom fees due on signing of the contract

Project Completion – final 50% of the total custom fees due on the notification to you of project completion.

Payment Terms are strictly 7 days from invoice.

9.8. CLOUD HOSTED SOFTWARE FEES: Are due weekly via direct debit or credit card and will commence after 4 weeks from the date of purchase. See 9.3

9.9. GENERAL: To make payment easy for you, Aspedia and eLearn3 supports Visa and Mastercard credit card (or American Express with a 5% additional fee), company cheque or direct deposit (bank details are BSB: 014 240 and Account No: 498 960 892) for the initial deposit payments and milestone payments, and either credit card or direct debit for the Cloud Hosting Software fees. You will be required to complete an authorisation form for either of these ongoing weekly options.

9.10. PAYMENT TERMS: Payment terms for all payments are strictly 7 days from date of invoice.

9.11. PAYMENT DEFAULTS: Should a credit card payment bounce when processing, a 2nd attempt will be made in the following 24-48 hours. If a second bounce occurs, our Accounts Manager will contact you in relation to payment processing. Should this arise a $95 administrative processing fee will be charged to you. Should payment not be received immediately upon contact with our Accounts Manager, your project or Cloud Hosting Service (if the site is live) will be suspended until the payment issue is rectified.

9.12. PAYMENT DEFAULTS DURING CONFIGURATION SERVICES: In the case of a project in development, in addition to the payment default fee as mentioned in 9.11 above, the website development will be suspended and removed from the Aspedia Development Schedule. Therefore, no further work will be carried out on the project until payment is made in full including any penalty fees. When full payment has been received, the project will re-enter the development queue and be placed at the end of that queue. Subsequent work will then be scheduled according to development resource availability (which could cause a 4-6 week delay).

9.13.  PAYMENT DEFAULTS FOR LIVE SITES:  Where a site is live and payment is not received by the agreed date, Aspedia reserves the right to deactivate the site and charge a $500 reconnection fee prior to re-connection.

10. INTELLECTUAL PROPERTY

10.1. Subject to the rights of third parties, the Customer acknowledges that Aspedia and eLearn3 owns all intellectual property rights in the Cloud Hosted Software and that except as expressly specified in this Agreement, the Customer has no license or rights to access or use the Cloud Hosted Software.

10.2. Except to the extent permitted by an applicable law that cannot be excluded by Agreement, the Customer is not permitted to reproduce, distribute, sub-license, transmit, give access to, reverse engineer or decompile the Cloud Hosted Software.

10.3. Aspedia and eLearn3 acknowledges that the Customer and its licensors own all intellectual property rights in the Customer Materials.

10.4. Subject to clause 10.3, all intellectual property rights in anything produced by Aspedia or eLearn3 in carrying out the Configuration Services will remain the property of Aspedia and eLearn3 in respect of those Configuration Services and the Cloud Hosted Software.

10.5. The Customer grants Aspedia and eLearn3 a perpetual, royalty-free and non-exclusive license to reproduce the Customer's trademark, business name and other mark or logo which designates the Customer's business, for the purposes of indicating the Customer as a current or past client of Aspedia or eLearn3 .

11. CONFIDENTIAL INFORMATION

11.1. Subject to clause 11.3, the parties:

11.1.1. will not disclose to a third party or use the other party's Confidential Information, without the prior written consent of the other party; and

11.1.2. will take all reasonable steps to ensure that their respective employees, agents and contractors do not use or disclose to a third party such information.

11.2. A party's obligations of confidence under clause 11.3 does not extend to information which:

11.2.1. becomes public knowledge through no fault of that party;

11.2.2. is already in that party's possession prior to disclosure by the other party of that information;

11.2.3. is independently developed by the party without the use of Confidential Information;

11.2.4. is received by that party from a third party who had a right to disclose such information; or

11.2.5. the party is legally compelled to disclose.

11.3. Aspedia or eLearn3 may:

11.3.1. share Confidential Information on a confidential basis with IT, financial and legal service providers engaged by Aspedia or eLearn3 to the extent reasonably necessary in order for those services providers to provide services to Aspedia or eLearn3; and

11.3.2. disclose that you are a customer of Aspedia or eLearn3 for marketing and advertising purposes.

12. COOPERATION

12.1. The parties will promptly sign all documents and do all things necessary to give effect to the terms of this Agreement.

12.2. The Customer will provide all reasonable assistance and cooperation required by Aspedia or eLearn3 in order for Aspedia or eLearn3 to perform its obligations under this Agreement.

13. SUSPENSION AND TERMINATION

13.1. Aspedia and/or eLearn3 may terminate this Agreement immediately by notice in writing to you if the Customer is in breach of any of clauses 3.2, 3.4, 8, 9, 10.2, 11 or 21.

13.2. Either party may terminate this Agreement immediately by notice in writing where the other party has failed to rectify a breach within 30 days' notice requiring such breach to be rectified or the other party becomes subject to any form of insolvency administration.

13.3. Aspedia or eLearn3 may, as an alternative to termination, suspend the Customer's access to the Cloud Hosted Software until the relevant breach has been rectified.

13.4. 30 calendar days written notice prior to the end of the Hosting Term is required should a client wish to cancel this agreement.

13.5.  If Aspedia or eLearn3 is contacted by anyone other than the customer directly, regarding modifications to products or services, the customer must confirm in writing that Aspedia or eLearn3 has the authority to work with that person, and in what capacity. 

14. CONSEQUENCES OF TERMINATION

14.1. Upon Termination:

14.1.1. each party must immediately return to the other party, all Confidential Information and other materials owned by the other party (including any copies), or where such materials are stored electronically on the party's equipment, erase such materials; and

14.1.2. the Customer must immediately pay the Charge for the Cloud Hosted Software license where Aspedia has commenced hosting that software for the Customer and for any Configuration Services performed in accordance with this Agreement prior to termination.

14.2 Early Termination of Contract

14.2.1. The Customer authorises Aspedia or eLearn3 on receiving early termination notice from the customer to provide a statement of the total outstanding fees owed by the Customer for the full term of the signed agreement and to debit the existing billing account to finalise all payments.

14.3 Copy of Website Software

14.3.1. INCLUSION: If requested within 7 days of termination notice from the customer, and for the fees stated in 14.3.2, Aspedia or eLearn3 may at their sole disgression agree to create a copy of the Customer Materials.

14.3.2.  FEE: Should Aspedia or eLearn3 choose to make such a copy of the Customer Materials then the Customer will be charged three (3) hours labour at the current Aspedia or eLearn3 hourly rate for the provision of this service and is not required to make this copy available to the client until after full and final payment has been successfully received for termination of the Cloud Hosting Software service.

14.3.3  DISCLAIMER OF WARRANTY WHEN TERMINATING SERVICES AND RECEIVING A COPY OF THE CUSTOMER MATERIALS: The Customer Materials are provided "AS IS", without warranty of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Customer Materials is borne by you. Should the Customer Materials prove defective, you and not Aspedia or eLearn3 assumes the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement.

14.3.4  LIMITATION ON LIABILITY WHEN TERMINATING SERVICES AND RECEIVING A COPY OF THE CUSTOMER MATERIALS: Under no circumstances and under no theory, tort, contract, indemnification or otherwise, shall Aspedia or eLearn3 be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will Aspedia  or eLearn3 be liable for any damages, even if Aspedia or eLearn3 shall have been informed of the possibility of such damages, or for any claim by any other party. This limitation of liability shall not apply to liability for death or personal injury to the extent applicable law prohibits such limitation.

15. IMPLIED TERMS

15.1. To the extent permitted by law, all conditions or warranties, which would otherwise be implied, are hereby excluded.

15.2. Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement.

16. LIMITATION OF LIABILITY

16.1. Aspedia and eLearn3's liability in respect of this Agreement, including any goods or services provided pursuant to this Agreement, to the extent it is not capable of being lawfully excluded as specified in this Agreement, is limited to:

16.1.1. where the liability arises from detective goods or services provided by Aspedia or eLearn3, or a failure by Aspedia or eLearn3 to provide goods or services in accordance with this Agreement, the re-supply or rectification of the defective or non-complying goods or services; or

16.1.2. in all other cases, the Charges paid by the Customer under this Agreement during the peiod from the date the Customer notified Aspedia or eLearn3 of the defective good or service until rectification or replacement of the good or service.

16.2. In no event will Aspedia or eLearn3 be liable (whether in contract, tort including negligence, statute or otherwise) for any indirect, consequential, special or punitive damages, or for any third party claims, loss of data, loss of time, loss of profits, loss of savings, loss of contracts, loss of revenue, loss of interest or loss of goodwill, which may be suffered or incurred by the Customer arising in any way from the use of the Cloud Hosted Software or any associated good or services provided by Aspedia or eLearn3 pursuant to this Agreement or otherwise resulting from any act or omission of Aspedia or eLearn3.

17. INDEMNIFICATION

17.1. The Customer fully indemnifies Aspedia and eLearn3 for any costs (including solicitor and own costs), expenses, losses, claims or liability ("Damages") incurred or suffered by Aspedia or eLearn3 directly or indirectly arising from:

17.1.1. a breach by the Customer of this Agreement;

17.1.2. the Customer's use of the Cloud Hosted Software (unless the Damages have arisen as a result of a third person claiming that the Cloud Hosted Software infringes that person's intellectual property rights); or

17.1.3. the Customer Materials in any way whatsoever, including any costs of liability incurred as a result of any claims, proceedings or demands made or brought against Aspedia or eLearn3 by any client of the Customer or any third party.

17.2. Aspedia and eLearn3 fully indemnifies the Customer for any costs (including solicitor and own client costs), expenses and liability incurred under any final judgment in proceedings brought by a third party against the Customer which determine that the Customer's use of the Cloud Hosted Software in accordance with this Agreement constitutes an infringement of that third party's intellectual property rights.

18. DISPUTES

18.1. In the event of any dispute arising between the parties in relation to this Agreement ("Dispute"), no party may commence any proceedings relating to the Dispute (except where the party seeks urgent interlocutory relief) unless the parties have first made genuine efforts to resolve the Dispute in accordance with this clause.

18.2. A party will give the other a notice of Dispute in connection with this Agreement. A representative from each party, with unfettered authority to resolve the Dispute, must use all reasonable endeavours to resolve the Dispute within 10 days of a notice of Dispute being received.

18.3. If the representatives are unable to resolve the Dispute within 10 days, the Dispute will be referred for mediation in Brisbane, Queensland with a mediator approved by the Australian Commercial Disputes Centre, or its successor. The mediation will be governed by the rules and guidelines agreed by the parties, or failing Agreement, the rules and guidelines set by the mediator (whether or not in conjunction with both parties).

19. FORCE MAJEURE

19.1. Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement (other then payment obligations) if such delay is due to Force Majeure.

19.2. If a delay or failure of a party to perform its obligations is due to Force Majeure exceeds 14 days, either party may immediately terminate the Agreement on providing notice in writing to the other party.

20. VARIATION

20.1. This Agreement may not be varied unless in writing and signed by both parties.

21. ASSIGNMENT

21.1. This Agreement may not be assigned by the Customer without Aspedia or eLearn3's prior written consent. However, in the event of a sale or transfer of the Customer's business to a third party, Aspedia will not unreasonably withhold consent provided the Customer supplies Aspedia or eLearn3 with any information about the proposed assignee reasonably requested by Aspedia or eLearn3.

22. WAIVER

22.1. No right under this Agreement shall be deemed to be waived except by notice in writing signed by the party waiving the right.

22.2. A waiver by Aspedia or eLearn3 will not prejudice Aspedia or eLearn3's rights in respect of any subsequent breach of the Agreement by the Customer. Any failure by Aspedia or eLearn3 to enforce its rights under this Agreement, or any delay or indulgence granted by Aspedia or eLearn3 to the Customer, will not be construed as a waiver of Aspedia or eLearn3's rights.

23. CONTINUATION

23.1. Those terms of this Agreement capable of having effect after termination will survive termination, including without limitation clauses 10, 11, 16 and 17.

24. SEVERABILITY

24.1. If any term, or part of a term, of this Agreement is determined by a court to be invalid, unlawful or unenforceable, the Agreement shall remain in full force apart from such term or part, which shall be deemed deleted.

25. NOTICES

25.1. Notices under this Agreement may be delivered by hand, by mail, by facsimile, or by email to:

25.1.1. the Customer - using the contact details provided in the Order Form;

25.1.2. Aspedia at:

Contact Name: General Manager

Office Address: Suite 5.01 441 Logan Road, Stones Corner 4120 Australia

Postal Address: P.O. Box 441, Stones Corner 4120 Australia

Fax number: +61 7 3394 8226

Email: notices@elearn3.com

or using such other contact details as notified to the other party in accordance with clause 25.1 from time to time.

25.2. Notices will be deemed to be given:

25.2.1. in the case of hand delivery upon receipt by an officer or authorised representative of the receiving party;

25.2.2. in the case of posting, 2 business days after dispatch;

25.2.3. in the case of facsimile, upon successful completion of transmission received on a business day at the recipient during business hours, or otherwise at the commencement of the next business day; and

25.2.4. in the case of email, upon successful receipt of the email of the recipient's mail server on business day or the recipient during business hours, or otherwise at the commencement of the recipient's next business day.

26. ENTIRE AGREEMENT

26.1 This Agreement constitutes the entire Agreement between the parties and supersedes all prior representations, Agreements, statement and understandings, either verbal or in writing.

27. COUNTERPARTS

27.1 This Agreement may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all which taken together with constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged (which may include a facsimile copy of the Agreement in counterparts).

28. JURISDICTION

28.1 This Agreement shall be governed by and construed in accordance with the laws of the Queensland and the parties agree, subject to this Agreement that the Courts of that State or Territory shall have jurisdiction to entertain any action in respect of, or arising out of, this Agreement.

29. WARRANTY

29.1 Aspedia or eLearn3 provides a warranty for all software solutions delivered. If you identify a problem with the functionality where the software is not functional as documented in your original Functional Design Brief we will resolve the issue absolutely free of charge regardless of the time it takes us to complete the fix.

29.2 This warranty excludes external software updates that impact the Cloud Hosted Software and unsupported browser related updates as they are out of the control of Aspedia or eLearn3.

29.3 This warranty also excludes faults that are user related. We ask that if you are unsure how to make changes that you contact us for support so that we can assist you to undertake the changes correctly or alternatively undertake the changes on your behalf at reasonable market rates.

30. THIRD PARTY SITE UPDATES

30.1 Aspedia and eLearn3 have agreed to license the Customer to remotely access and use the Cloud Hosted software and provide associated services for that software on the terms and conditions specified in the Agreement.

30.2 If the Customer allows access to the Cloud Hosted Software by a third party or for a third party to upload any software, subject to any applicable law which cannot be excluded, Aspedia and/or eLearn3 makes no warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of the goods or services. Your obtaining of goods or services from these persons is at your own risk. You indemnify Aspedia and eLearn3 against all liability, loss, damage, cost and expense arising from or relating to your obtaining goods or services from a third party.

30.3 To the extent permitted by law, Aspedia and eLearn3 accepts no liability in respect of such third party access to the Cloud Hosted Software and Aspedia and eLearn3 provides no further warranty after such third part access.

30.4 Aspedia or eLearn3 may continue to provide support at our discretion and this work will be charged at our current hourly rate. Should Aspedia be required to undertake any corrections, fixes, updates to your site after work has been performed by a third party, our standard hourly charge will apply for the time taken to complete these corrections, fixes, updates.