Terms of Service

1. Website Portal

1.1 Operation of Portal and Terms of Use

(a) The SA Independent Schools Block Grant Authority (SAIS BGA) operates the website which can be accessed at www.saisbga.org.au

(b) The SAIS BGA has developed the Portal to facilitate access to and management of Commonwealth Government capital funding programs, including but not limited to, providing SAIS BGA Participant Schools access to information and advice.

(d) In order to access and use the Portal, you must indicate your acceptance of these Terms of Use.

(e) The SAIS BGA works closely with the Association of Independent Schools South Australia (AISSA) and these Terms of Use apply to the AISSA employees who support the work of the SAIS BGA.

2. Users

2.1 Eligibility

(a) The Portal is only available for use by current Member Schools of the SAIS BGA and includes current employees of each Participant School.

2.2 Username and Passwords

(a) For employees of Participant Schools your username will be your School domain email address. The SAIS BGA will authorise your username for the Portal when you first access the Portal. The SAIS BGA may authorise non-School domain email addresses as usernames from time to time.

(b) You will be asked to choose a password for your assigned username. You are responsible for the activity that occurs under the username assigned to you, and must keep your chosen password confidential, secure and updated.

(c) You must not use the username and password of another person at any time, and must not disclose your password to any other person.

(d) You must notify the SAIS BGA immediately if you suspect any unauthorised use of your username or access to your password.

(e) You are solely responsible for any and all use of your username, and therefore you are liable to the SAIS BGA for any losses sustained by it as a result of any unauthorised use of your username or password (and you may be similarly liable to other third parties). For the avoidance of doubt, you acknowledge and agree that the SAIS BGA assumes no responsibility or liability for losses caused by unauthorised use of your username or password.

3. Use of Portal

3.1 Restricted Use Only

(a) You may only use the Portal for the purposes set out in 1.1(b) above.

(b) You are not permitted to use the Portal for any other purpose, unless the SAIS BGA provides written consent. The SAIS BGA reserves the right to remove any material or content uploaded by you which in its sole discretion is deemed to be for any other non-educational purpose, without prior notice. Uploading any other content, or using the Portal for any other purpose, may result in your entitlement to access the Portal being suspended or terminated.

(c) You understand and acknowledge that the SAIS BGA is permitted to use the Portal for the purposes set out in 1.1(b) above.

3.2 No Modification

Except as expressly intended by the functionality of the Portal, you must not alter or modify any part of the Portal without the prior written approval of the SAIS BGA.

3.3 Prohibited Actions

(a) Use of the Portal for unlawful, illegal or otherwise prohibited activities, including but not limited to distribution of material which infringes the intellectual property rights of the SAIS BGA or third parties, circulation of pornographic, defamatory, racist or otherwise objectionable material or collecting details of Portal users by any means whatsoever for the purpose of sending unsolicited email or any other form of unauthorised solicitation, is prohibited.

(b) Without limiting clause 3.3(a), the SAIS BGA reserves the right to investigate, and take any appropriate action (including removal of User Content, suspension, termination of access to the Portal, or legal action, if necessary) against you if the SAIS BGA determines, in its sole discretion, that you have submitted User Content which is illegal, offensive, prohibited or otherwise objectionable (Prohibited Content). Prohibited Content includes, but is not limited to, User Content that the SAIS BGA in its sole discretion determines:

(i) is offensive or promotes racism, bigotry, physical harm, harassment or discrimination of any kind against any person or group of people;

(ii) is exploitative of people in a sexual or violent manner;

(iii) contains nudity, excessive violence, or otherwise offensive subject matter;

(iv) is pornographic in nature;

(v) is liable to pose or create a privacy or security risk to any person;

(vi) contains material which is obscene, threatening, false, misleading or defamatory or promotes illegal activities or conduct;

(vii) constitutes or promotes an infringement of the intellectual property rights or any other rights of any other party, or is likely to;

(viii) contains the work of another person which has been submitted without that person’s consent; or

(ix) is commercial in nature, where such User Content has not been subject to prior written approval by the SAIS BGA; or

(c) Accessed or used the Portal for purposes which are unlawful, illegal or prohibited (Prohibited Activities). Prohibited Activities include, but are not limited to, activities conducted by you in or via the Portal that the SAIS BGA in its sole discretion determines:

(i) are criminal or otherwise illegal in nature, including but not limited to fraud, harassment, spamming and infringement of intellectual property rights;

(ii) are commercial in nature, where such activities have not been subject to prior written approval by the AISSA, including but not limited to advertising and soliciting activities;

(iii) involve the use of viruses, bots, worms or other material intended to interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorised use of, or access to, a computer or computer network;

(iv) are automated uses of the Portal;

(v) involve impersonation of another user of the Portal, any member of the SAIS BGA or any other person or entity;

(vi) involve using the Portal in a manner that is contrary to these Terms of Use or inconsistent with any applicable laws and regulations.

(d) The SAIS BGA expressly reserves the right to take any action deemed necessary in respect of any Prohibited Content or Prohibited Activities or other illegal or unauthorised use of the Portal by any person, including removing Prohibited Content without notice, referring matters to appropriate authorities for further investigation (such as the police) and appropriate legal action.

3.4 Notification of Infringing Activities

You must immediately notify the SAIS BGA’s Executive Officer if you become aware or reasonably suspect that any User Content submitted by a Portal User is Prohibited Content, or that any Portal User is engaging in Prohibited Activities, or proposes to do so.

4. Content

4.1 Submitted Content

(a) Please carefully choose the information, materials, submissions and content that you post on or through the Portal (including any text, files, images, photos, videos, sounds, musical works, literary works, artistic works, applications or any other material (User Content), and ensure that it is not Prohibited Content or otherwise objectionable.

(b) The SAIS BGA reserves the right to reject, refuse to post/upload, or delete any User Content in its sole discretion, at any time (including after successful posting/uploading) for any reason, including if the SAIS BGA determines that User Content is contrary to these Terms of Use or considers that User Content is, or is potentially, offensive, illegal, infringes the rights of another party, bullies or harasses another person, or harms or threatens the safety of another party.

(c) You understand that the SAIS BGA is under no obligation to monitor use of the Portal for Prohibited Content, inappropriate User Content, Prohibited Activities or other inappropriate conduct by Portal users, and assumes no responsibility for (including no responsibility for modifying or removing) any User Content submitted by, or conduct undertaken, by any Portal users. Despite this, the SAIS BGA will use its reasonable endeavours to monitor the Portal in this manner.

(d) You are solely responsible for:

(i) All User Content which you s

(ii) Any material or information that you transmit to other users of the Portal, and for your interactions with other persons via the Portal generally; and

(iii) Ensuring that all User Content that you submit on or through the Portal, and any material or information that you transmit to other users, complies with all applicable data protection and privacy laws.

(e) You acknowledge that a purpose of the Portal is to act as a digital archive of the SAIS BGA, and understand and agree that any User Content you submit will remain on or accessible through the Portal even after you leave your employment with a Participant School.

4.2 Third Party Content

(a) Despite the prohibition of the use, inclusion or uploading of Prohibited Content set out in clause 3.3(b), materials uploaded by other users of the Portal may be wholly or partially unauthorised, impermissible or otherwise contrary to these Terms of Use, and the SAIS BGA assumes no responsibility or liability for such material..

(b) The Portal or User Content may contain links to third party content or websites that are not monitored, owned or controlled by the SAIS BGA. The SAIS BGA assumes no responsibility for the content or use of any such third-party websites, and mention or inclusion of any third-party website on the Portal (whether through User Content or otherwise) does not imply approval or endorsement by the SAIS BGA. You acknowledge and agree that you expressly release the SAIS BGA from any and all liability arising from your use of any third-party website. Accordingly, the SAIS BGA recommends that you read the terms and conditions and privacy policy of any third-party website you visit.

5. Intellectual Property

5.1 User Content Generated by Member

As an employee of a Participant School, this clause 5.1 applies to you.

(a) You retain ownership of all rights (including intellectual property rights) in any User Content which you generate, display, post, upload onto, publish or otherwise submit through the Portal.

(b) By uploading or submitting any User Content via the Portal, you grant to the SAIS BGA and all users of the Portal (both current and future) a non- exclusive, perpetual, irrevocable, worldwide, fee-free, royalty-free license to use, archive, reproduce, modify, perform, display and distribute or otherwise use, exploit or dispose of the User Content you have submitted (License).

(i) includes, without limitation, the right to exploit the User Content in hardcopy (through printed materials), online or in digital format via downloads, streaming or otherwise, and you irrevocably consent to the adaptation, reproduction, editing, re-titling, alteration, adding to and/or deleting from, rearrangement, transposing, translation and exploiting of your User Content for any purpose and in any media (now known or developed in the future), including but not limited to the reproduction, publication, communication to the public and adaptation of the User Content and any works derived from this material; and

(ii) will continue in perpetuity notwithstanding the fact that you may at any time request that the SAIS BGA remove any User Content you have submitted on or through the Portal.

(d) The License granted to the SAIS BGA is transferable and may be assigned or sub-licensed by the SAIS BGA to any third parties without your consent. The License granted by you to other Portal users is personal to each user, and may not be assigned, sub-licensed or otherwise dealt with by them.

(e) You represent and warrant that:

(i) You own all the rights in and to the User Content and that you have all necessary right and title to grant the License;

(ii) The User Content, and its submission on or through the Portal, does not infringe the rights, including without limitation, the intellectual property rights, of any person or other third party; and

(iii) The User Content contains nothing which is defamatory, obscene, false, misleading or deceptive and does not breach any statute or other law or regulation, including but not limited to applicable child protection, privacy or intellectual property laws. You must pay all royalties, fees or any other amounts owing to any person or other third party in respect of any User Content submitted by you on or through the Website and/or Portal.

(f) For the avoidance of doubt, you acknowledge and agree that you are not entitled to upload, embed, post, email, transmit, submit or otherwise make available any material through the Portal that does or may reasonably infringe any intellectual property rights (including, without limitation, copyright and registered or unregistered trade mark rights) of any party. The SAIS BGA expressly reserves the right to immediately remove such material from the Portal, and can in its discretion suspend or terminate your entitlement to access the Portal..

(g) The SAIS BGA respects the intellectual property rights of others. Subject to the license granted by you to other Portal users (as set out in clause 5.1(b) above), if you reasonably believe that your material has been copied, uploaded or submitted onto the Portal in a manner that infringes your intellectual property rights, please notify the SAIS BGA by contacting the Executive Officer, by telephone +61 8 8179 1400, facsimile +61 8 8373 1116 or email bga@ais.sa.edu.au stating the relevant details, including:

(i) identification of the original, and allegedly infringing material;

(ii) Your contact information;

(iii) A statement that you are reporting the alleged infringement in good faith; and

(iv) A statement that you are the owner of the relevant intellectual property rights, or authorised by such owner to act on his/her behalf.

(h) The SAIS BGA will, if requested by you, remove any User Content you have uploaded or submitted via the Portal. You acknowledge that clause 5.1(c)(ii) applies to such removed material.

5.2 User Content Generated by AISSA Staff

If you are a staff member of the SAIS BGA AISSA, this clause 5.2 applies to you.

(a) The SAIS BGA owns all User Content generated by you (Staff Content), in accordance with the terms of your contract of employment with the SAIS BGA or the AISSA. .

(b) For the avoidance of doubt, you acknowledge and agree that the SAIS BGA is entitled to use, modify, adapt, further develop and exploit Staff Content you create in any manner and in any medium and for any purpose it determines in its sole and absolute discretion.

(c) You acknowledge and agree that you are not entitled to upload, embed, post, email, transmit, submit or otherwise incorporate into Staff Content or make available any material through the Portal that does or may reasonably infringe any intellectual property rights (including, without limitation, copyright and registered or unregistered trade mark rights) of any party. The SAIS BGA expressly reserves the right to immediately remove such material from the Portal, and can in its discretion suspend or termination your entitlement to access the Portal.

5.3 AISSA Content

The SAIS BGA retains ownership of all rights, including without limitation intellectual property rights in the Website, Portal, Staff Content and any text, file, images, photos, videos, sounds, musical works, literary works, artistic works, software, source code, applications or any other material displayed on, or otherwise incorporated into the Portal (SAIS BGA Content). The SAIS BGA grants you a revocable, non-transferrable licence to reproduce, display and use the SAIS BGA Content solely for your personal and educational use and solely for the purposes of utilising the functionality of the Portal.

6. Interaction with other Users via the Portal and on media platforms (Twitter,LinkedIn etc)

6.1 Misuse

6.2 User Disputes

You are solely responsible for your interactions with other Portal users (and includes interactions on the SAIS BGA’s media platforms including but not limited to Twitter, LinkedIn), and you acknowledge that though it reserves the right to do so in its discretion, to the extent permitted by law, the SAIS BGA is under no obligation to become involved in any way in any disputes between you and other Portal users.

6.3 Disclaimer

To the fullest extent permitted by law, the SAIS BGA is not responsible for, and makes no warranties (whether express or implied) regarding any User Content (including but not limited to its accuracy or reliability) submitted on or through the Portal and media platforms as per clause 6.2. User Content may not reflect the policies or opinions of the SAIS BGA, and to the fullest extent legally possible, the SAIS BGA is not responsible for the conduct (whether online or offline) of any Portal user.

7. Privacy

7.1 Privacy

(a) The SAIS BGA will comply with its Privacy Statement (available at http://ais.sa.edu.au) in respect of all Personal Information about you which may be made available to it as a result of your use of the Portal. “Personal Information ” as referred to in this clause means your personal details (including name, gender, date of birth, contact details) and any other data and information which may directly or indirectly result in you being personally identifiable.

(b) You acknowledge and agree that the SAIS BGA is not responsible for the privacy practices or policies of websites or other services operated by third parties that are linked to, integrated with, or available from (whether as a result of User Content or otherwise), the Portal.

7.2 Non Personal Information and Cookies

(a) You acknowledge that the SAIS BGA may collect non-Personal Information about you, including but not limited to your IP address and browser type, which will be used for any purpose which the SAIS BGA may in its sole discretion from time to time determine, including but not limited to security purposes, to monitor usage of, and to manage and improve, the Portal..

(b) You acknowledge and agree that the SAIS BGA can, in its sole discretion, use cookies in connection with the Portal, for purposes including but not limited to storing your preferences, authenticating sessions and to customise material (including third party advertising material) that is made available to you. You acknowledge that if you set your computer to block all cookies, you may restrict your access to certain features of the Portal.

(c) You further acknowledge and agree that any third-party advertisements and other third-party materials that may be displayed on, or made available via or in connection with the Portal may contain cookies placed by the third parties responsible for the materials, and that the SAIS BGA does not control, and is not responsible for, such third party cookies. Users should check the privacy policy of the relevant third party to determine how it uses cookies.

7.3 Profile Information

(i) In your discretion, you can choose to provide or store Non-Personal Information in your user profile, including but not limited to your hobbies or interests (Profile Information). You must not include Personal Information in your Profile Information unless specifically requested to do so by the functionality of the Portal.

(ii) Any Profile Information is provided at the sole discretion of the Portal user and the SAIS BGA has no responsibility or liability whatsoever in connection with any Profile Information made available by any Portal user.

8. Disclaimer and Exclusion of Liability

8.1 Disclaimer

(a) To the fullest extent legally possible, in no circumstances will the SAIS BGA be responsible for any problems, failures or technical malfunctions of any telephone lines or networks, computer online systems, servers or providers, computer equipment, software or any other object or material, related to use of the Portal, including but not limited to damage resulting from the download of any User Content, SAIS BGA Content or other material as part of your use of the Portal.

(b) The SAIS BGA expressly disclaims, to the fullest extent permitted by applicable laws and regulations, any statutory or other warranty or guarantee, including but not limited to warranties of merchantability or fitness for purpose. The SAIS BGA cannot guarantee, and does not promise, any specific results from use of the Portal or the Website. In no circumstances shall the SAIS BGA be responsible for any loss or damage, including personal injury or death, resulting from use of the Portal, from any User Content submitted on or through the Portal, or from the conduct of any Portal user, whether online or offline.

(c) While the SAIS BGA and the AISSA staff make every effort to provide and publish accurate information and advice, the SAIS BGA expressly disclaims, to the fullest extent permitted by applicable laws and regulations, that the information and advice contained in the Portal is not intended to be a comprehensive review of all developments and legal requirements, or to cover all aspects of those referred to. Readers should take advice (including legal advice) before applying the information contained in the Portal to specific issues. The SAIS BGA, nor any SAIS BGA or AISSA staff, accepts any responsibility whatsoever for any acts or omissions resulting from reliance upon the information and advice contained in the Portal.

8.2 Exclusion of Liability

Subject to clause 8.1, to the maximum extent permitted by law, the AISSA excludes all warranties, terms, conditions and guarantees regarding the Portal and any other goods or services supplied or provided by the AISSA in connection with the Portal which are implied by law (including the general law) or custom.

8.3 Limitation of Liability

To the fullest extent permitted by applicable laws and regulations, the AISSA will not be liable for any direct, consequential or indirect loss suffered by you or any other party arising from your use of the Portal, including but not limited to the access or download of any User Content of another Portal user, AISSA Content or other material.

9. Loss, Indemnities and Warranties

(a) You are liable to the SAIS BGA for any loss sustained by SAIS BGA (including any third parties) as a result of you unauthorised use or disclosure of your username and/or password.

(b) You agree and warrant to indemnify the SAIS BGA, its affiliates and their respective officers, agents and personnel (Indemnified Parties), from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by any of the Indemnified Parties in relation to any claim, suit, demand, action or proceeding by any person against any of the Indemnified Parties arising from

(i) Your use of the Portal.

(ii) Any User Content submitted by you and

(iii) Any breach by you of these Terms of Use or the Code of Conduct, including but not limited to the representations and warranties made by you and set out in these Terms of Use.

10. Duration

These Terms of Use, as modified from time to time, will apply for so long as you have a username to access the Portal, and will continue in full force and effect after you cease to be entitled to access the Portal under the terms of this document.

11. Expiry and Termination

(a) If you are an employee of a Participant School or employee of the SAIS BGA or the AISSA, your ability to access the Portal will end when your employment ends unless you become employed by another Participant School and you register with that School domain email address, or the SAIS BGA provides you with written consent to continue to access the Portal.

(b) The SAIS BGA may terminate your ability to access the Portal at any time, in its sole discretion, for any reason (including no reason), and without prior notice or explanation, and without any form of liability whatsoever to you or any other person.

(c) Without limiting clause 11(b), the SAIS BGA reserves the right, in its sole discretion, and without any form of liability whatsoever to you or any other person:

(i) to refuse, restrict, suspend or terminate your access to any or all of the Portal if the SAIS BGA, in its sole discretion, determines that you have breached any applicable laws or regulations or any aspect of these Terms of Use, pose a threat to the SAIS BGA, its Participant Schools, affiliates, employees, officers or agents or the AISSA employees; and

(ii) to reject, refuse to post, or remove any posting made by you, or User Content uploaded by you, or to deny, restrict, suspect, or terminate your access to all or any part of the Portal at any time, for any reason (including no reason), and without prior notice or explanation.

12. Revision of Terms of Use

12.1 The SAIS BGA may, in its sole discretion, modify or revise these Terms of Use from time to time, and you agree to be bound by such modifications or revisions.

12.2 Although the SAIS BGA may attempt to notify you when these Terms of Use are amended, you should review the Terms of Use each time you access and use the Portal, to ensure that you are updated as to any amendments.

12.3 You agree that the SAIS BGA is under no obligation to notify you when these Terms of Use are amended, and acknowledge that your continued access and use of the Portal after the Terms of Use have been amended signifies your unqualified acceptance of the amended Terms of Use.

13. Additional Terms and Conditions

In order to enjoy and/or participate in certain aspects of the Portal, you may be notified that you are required to download software or content (at your own cost) and/or agree to additional terms and conditions specified by the SAIS BGA from time to time. You acknowledge and agree that any additional terms and conditions which are applicable to the aspects of the Portal which you choose to access are hereby incorporated into these Terms of Use.

14. Entire Agreement

You agree that these Terms of Use which regulate the Portal, constitute the entire agreement between you and the SAIS BGA regarding your access to and use of the Portal, and are agreed and accepted by you upon your use of the Portal.

(a) If you are an SAIS BGA or AISSA employee, you agree that nothing in these Terms of Use affects your contract of employment with the SAIS BGA or the AISSA.

(b) You acknowledge the right of the SAIS BGA to take action against you to prevent a breach of these Terms of Use and further acknowledge that damages may not be an appropriate remedy in those circumstances.

(c) You also acknowledge that the failure of the SAIS BGA to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. No waiver by the SAIS BGA of any breach or default by you is effective unless reduced to writing and signed by the SAIS BGA, and any such waiver does not constitute a waiver of any other continuing breach or default under this document.

(d) You also acknowledge that the failure of the SAIS BGA to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. No waiver by the SAIS BGA of any breach or default by you is effective unless reduced to writing and signed by the SAIS BGA, and any such waiver does not constitute a waiver of any other continuing breach or default under this document.

(e) Every provision of these Terms of Use is independent of the other. Any provision which is prohibited or unenforceable in any jurisdiction will be ineffective to the extent only of such prohibition or unenforceability, and the other provisions will continue in full force and effect.

(f) You agree that you will do all things necessary to give full effect to these Terms of Use and any transactions contemplated by them, including as requested by the SAIS BGA from time to time

15. Governing Law

These Terms of Use are governed by the law in force in South Australia.

The parties submit to the non-exclusive jurisdiction of the courts of that State and the

South Australian Registry of the Federal Court of Australia in respect of all proceedings

arising in connection with these Terms of Use and the Portal.