Terms & conditions

1. Who we are and how to contact us

https://toolkit.studyaustralia.gov.au/ (the Toolkit) is a website operated by the Commonwealth of Australia, as represented by the Australian Trade and Investment Commission at Level 1, Nishi Building, 2 Philip Law Street, New Acton, Canberra, Australia  (Austrade, we, us or our). To contact us, please email toolkit-studyaustralia@austrade.gov.au

2. Our agreement with you

You have entered into this agreement with us by registering with the Toolkit on behalf of yourself (or as a legal entity) and using the content and licensing services provided relating to the Assets.

Your use of the Toolkit and its Assets is subject to the following terms and conditions and any other terms, conditions, disclaimers displayed elsewhere on www.austrade.gov.au which constitutes a binding agreement between you and us.

Unless otherwise agreed in writing with Austrade, your use of the Toolkit and its Assets will always be subject to the terms and conditions set out below and as updated from time to time. By using the Toolkit, you acknowledge that you have read all applicable terms and conditions and agree to be bound by them. If you do not agree with these terms and conditions or our privacy policy, you should not use the Toolkit.

3. Changes to these terms and conditions

We may amend or update these terms and conditions. If we materially change these terms, we will provide you with reasonable advance notice and the opportunity to review the changes except in urgent situations. If you do not agree to the new terms and conditions, you should stop accessing the Toolkit and using the assets. The current version of the terms and conditions applicable to your access to and use of the Toolkit and Assets is displayed at the time of access. By continuing to use the Toolkit or use the Assets, you agree to be bound by any changes.

4. Toolkit

4.1  The Toolkit contains (together, the Assets):

1. Information about Australia’s Nation Brand and the Study Australia wordmark and how they should be used
2. The Australia Nation Brand Logo, for which Austrade has applied for trademarks in Australia and certain other countries – but not all countries
3. The Study Australia wordmark, campaign assets and templates; and  
4. Other marks, fonts, colour swatches, photos, graphics, videos, sound recordings, information sheets, guidelines, templates and any other works, in whatever media presented, and whether protected by copyright and registered as trademarks or not.

4.2  The Toolkit is provided on an "as is" and "as available" basis, and we make no representations or warranties, express or implied, regarding the operation or availability of this site.

4.3  Although we make reasonable efforts to update the information on the Toolkit, we make no representations, warranties or guarantees, whether express or implied, that the content on this site is accurate, complete or up-to-date.

5. Your account

5.1  If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

5.2  We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.

5.3  If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at toolkit-studyaustralia@austrade.gov.au

6. Licence

6.1 Grant of non-exclusive licence

1. Subject to clause 6.1(b), when you successfully register for access to the Toolkit at toolkit.studyaustralia.gov.au, in consideration of you agreeing to the terms of this licence, we grant you a revocable, worldwide, non-exclusive, non-transferable, non-sub licensable, licence to use, reproduce and exploit the Assets contained in the Toolkit for the Permitted Purpose identified by you in the Toolkit Registration Form and Order Form, and agreed by us (Licence). This Licence is subject to these terms and conditions.
2. You must not use the Assets as a trade mark (a badge of origin) on your goods indicating Australia is a country of origin, unless we give you specific approval to do so. We have the sole discretion to decide whether your use of the Assets breaches this sub-clause.
   Note to users: the Australian Made Australian Grown logo (AMAG logo) is available for use as a country of origin symbol, under licence from Australian Made Campaign Ltd (AMCL). To obtain a licence of an AMAG logo, contact AMCL at https://australianmade.com.au/
3. For the avoidance of doubt, we acknowledge and agree that the Licence is granted at no cost, expense, fee or royalty to, or payable by, you pursuant to these terms and conditions.

6.2 Ownership of Assets and nature of your rights

You acknowledge and agree:

1. that we own and retain all rights in, title to and interests (including ownership interests) in the licensed Assets;
2. that the benefit of all goodwill in the Assets resulting from its use by you ensures solely to us;
3. that your sole rights in respect of the Assets are those rights of use pursuant to these terms and conditions and these terms and conditions do not have the effect of granting to you any rights in, title to or interests (including ownership interests) in the Assets or any goodwill in connection with the Assets; and
4. that the Licence rights granted to you do not restrict or limit us in any way or any other entity or person nominated or agreed to by us from using, reproducing, exploiting or further developing the Assets in any manner.

6.3 Your obligations and limitations concerning the use of the Assets

1. You must not grant a sub-license to a third party to use or apply the Assets without our prior written consent.
2. You must not use the Assets for any purpose other than the Permitted Purpose agreed to by us.
3. You must not modify the Assets in any way, and you must not use any campaign collateral, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4. You must use videos for global online usage and indoor events only e.g. recruitment fairs, conferences and roadshows.  
5. You must not use videos for broadcast unless we give you specific approval to do so.
6. Videos must be used in their entirety and without additions (unless we give you specific approval to do so).
7. You must not use any of the Assets in any way that in our opinion is inappropriate.
8. You must not mass distribute the Assets on removable media such as USB.
9. You must comply with our directions and standards when using the Assets as highlighted in the terms and conditions, which may be updated or as notified to you from time to time.
10. If you are uncertain as to whether your use of an Asset is subject to any restriction or limitation, you must seek verification from us before using the Asset.
11. Your use of some parts or features of the Toolkit may be governed by additional terms and conditions agreed between you and us, which will apply in addition to these terms and conditions; and prevail over these terms and conditions to the extent of any inconsistency.

7. Liability

7.1 Nothing in this agreement limits or excludes our liability:

1. for death or personal injury caused by our negligence or wilful misconduct or that of our employees, as applicable;
2. for fraud or fraudulent misrepresentation by us or our employees, as applicable; or
3. where liability cannot be limited or excluded by applicable Law.

7.2  Subject to clause 7.1 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this agreement, including any:

1. loss of profits;
2. loss of sales or business;
3. loss of production;
4. loss of agreements or contracts;
5. loss of business opportunity;
6. loss of anticipated savings;
7. loss of or damage to goodwill;
8. loss of reputation; or
9. loss of use or corruption of software, data or information.

7.3  Subject to clause 7.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with this agreement, including any breach by us of this agreement however arising, in tort (including negligence), under any statute, custom, Law or on any other basis, is limited to the amount of $100.

7.4  This clause will survive termination of this agreement.

8. Intellectual property rights

8.1  All Intellectual Property Rights subsisting in, relating to or arising out of this Toolkit, including the Assets, are owned by and vest in Austrade (or its licensors).

8.2  You acknowledge that you must not represent to own any of the Assets or do anything which may adversely affect Austrade’s Intellectual Property Rights in the Assets.

8.3  If requested by us, you must ensure that whenever any of the trade marks in the Assets are used there appears the statement: "[specify trade mark] [®/™] is a trade mark of Austrade and is used under licence", or another statement of equivalent meaning approved by us.

8.4  You must ensure that all goods or services in respect of which you use the Assets and all packaging, advertising and promotional material and other material or documentation relating to such goods or services are of a high standard, comply with all applicable Laws and are consistent with the reputation and goodwill of Austrade.

9. Infringement

9.1 Actual, suspected or threatened infringement

If you become aware of any actual, suspected or threatened infringement of any of the Assets or any passing off or a breach of the Australian Consumer Law (schedule 2 to the Competition and Consumer Act 2010 (Cth)), any State Fair Trading Acts, the Trade Marks Act 1995 (Cth) or the Copyright Act 1968 (Cth) in connection with the Assets (Infringement), then:

1. you must immediately notify us in writing giving us all the information available to you relating to the Infringement; and
2. you must not take any other steps in connection with the Infringement without our prior written consent.

9.2 Proceedings

1. We may in our absolute discretion, commence proceedings in respect of any Infringement and shall have the full conduct of such proceedings.
2. You must not take any steps in respect of any enforcement proceedings in respect of any Infringement unless requested by us.

9.3 Assistance in disputes

At our request, you must render your fullest co-operation and assistance to us in any dispute, litigation or settlement in relation to the Assets, including in relation to any Infringement.

10. Indemnity

10.1  You agree to indemnify and keep us indemnified against all actions, Claims, losses, liabilities, costs or expenses (including reasonable legal costs or expenses) which may be brought against or suffered or incurred by us, arising directly or indirectly out of or in relation to your breach of this agreement, and in particular any infringement of our Intellectual Property Rights in the Assets.

10.2  This indemnity shall survive termination of this agreement.

11. Records, reporting and audits

11.1  We reserve the right to monitor your use of the Assets for the purpose of determining if your conduct complies with the terms and conditions of this agreement and the Licence.

11.2  You must provide us with all relevant information and documentation as we may reasonably request in relation to your use of the Assets.

12. Term and termination

12.1  Term

This agreement commences on the date you register with the Toolkit and continues until the agreement is terminated in accordance with the terms set out in this clause 12.

12.2  Termination on notice

Each party in its absolute discretion may terminate this agreement immediately (including the Licence) at any time by giving written notice to the other party.

12.3 Our other rights to terminate

We may terminate this licence immediately (or at any later time) by notice in writing if:

1. you become, threaten or resolve to become, subject to any form of insolvency or administration;
2. you commit any breach of this agreement which is not capable of being remedied or, if remediable, is not remedied within 7 days of Austrade giving notice of such breach to you;
3. you use or attempt to use the Assets for a purpose other than the Permitted Purpose claimed; or
4. the licensing of the Assets pursuant to this agreement becomes unlawful or in any way prejudicial to Austrade’s title to or rights or interests in the Assets.

12.4 Consequences of termination

Upon termination of this agreement for whatever reason:

1. your rights to use the Assets are terminated;
2. you must immediately cease to use all Assets; and
3. we may direct you to:
   1. return to us; or
   2. erase or destroy and provide written evidence of the destruction to us of, all copies of the Assets in your possession or control and you must promptly comply with that direction.

12.5  All provisions of the terms which by their nature should survive termination shall do so, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

13. Privacy

13.1  We use your personal information for the purposes of providing you with the services set out in the Toolkit, your registration form and any Order Form, and to update you accordingly in relation to such services.

13.2  For more information about how we store, use, share and protect your privacy and personal information, please see our Privacy Policy.

14. General

14.1  You must not or purport to assign, sub-license or transfer any of your rights or obligations under this agreement without our prior written approval.

14.2  You may send notices to us in writing and to the address specified at the beginning of this agreement or by email to toolkit-studyaustralia@austrade.gov.au

14.3  We will send notices to you at the email address in your registration form or most recent Order Form. It is your responsibility to keep your registration information current to receive notifications.

14.4  A notice is deemed to be received:

1. if sent by hand, when delivered to the addressee;
2. if by post in Australia, 3 Business Days from and including the date of postage/on delivery to the addressee; or
3. if by email, on receipt by the sender of a delivery receipt generated by the machine from which the email was sent,

but if the delivery or receipt is on a day which is not a Business Day or is after 4:00pm (addressee’s time) it is deemed to be received at 9:00am on the following Business Day.

14.3  This agreement contains the entire agreement between the parties and supersedes all previous negotiations, understandings and agreements.

14.4  Each party must do everything necessary, or reasonably required, by the other party, to give effect to the intentions of the parties as expressed in this agreement.

14.5  Failure or omission by either party at any time to enforce or require strict or timely compliance with any provision of this agreement will not affect or impair that provision in any way or the rights of the relevant party to avail itself of the remedies it may have in respect of any breach of such provision.

14.6  This agreement is governed by the laws of the Commonwealth of Australia and the parties submit to the non-exclusive jurisdiction of its courts.

14.7  If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this agreement, but the rest of this agreement is not affected.

15. Definitions

1. Assets has the meaning set out in clause 4.1.
2. Toolkit Registration Form means the form used to create an account and gain access to the Toolkit.
3. Business Day is a day on which banks are open for business in Sydney, other than a Saturday, Sunday or public holiday in that city.
4. Claims means all actions, suits, obligations, causes of action, proceedings, claims and demands at Law.
5. Intellectual Property Rights means all intellectual property rights whether or not now existing, both registered and unregistered, protected by Law in Australia or elsewhere in the world, including know-how, trade secrets, discoveries, inventions, copyright (including procedures, policies, processes and standards), trade marks, designs, patents, patentable information, licences and other rights to possess and use works that are the subject matter of intellectual property rights and the Confidential Information.
6. Law means any law including common law, equity, restitution and statute and includes any regulation, subordinate legislation, statutory instrument, any order of a court, tribunal, governmental or regulatory body.
7. Order Form means the form used to order the Assets required for the Permitted Purpose.
8. Permitted Purpose means the purpose for using the Assets as set out by you in either the Toolkit Registration Form or the Order Form, and approved by Austrade.

16. Interpretation

The following apply in the interpretation of this agreement, unless the context requires otherwise.

1. A reference to this agreement or a similar term means either the agreement set out in this agreement or the document itself, as the context requires.
2. A reference to any Act, regulation, rule or similar instrument includes any consolidations, amendments or re-enactments of it, any replacements of it, and any regulation or other statutory instrument issued under it.
3. A reference to the singular includes the plural number and vice versa.
4. A reference to a party means a person who is named as a party to this agreement.
5. Person includes a firm, corporation, body corporate, unincorporated association and a governmental authority.
6. A reference to a party or a person includes that party's or person's executors, legal personal representatives, successors, liquidators, administrators, trustees in bankruptcy and similar officers and, where permitted under this agreement, their substitutes and assigns.
7. Includes means includes but without limitation.
8. Where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning.
9. A reference to doing something includes an omission, statement or undertaking (whether or not in writing) and includes executing a document.
10. A reference to a clause is a reference to a clause of this agreement.
11. A reference to time is to the time in the place where a thing is to be done.
12. A heading is for reference only. It does not affect the meaning or interpretation of this agreement.