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Professional User Terms

These terms (Professional User Terms) only apply if you are a Professional User. The Professional User Terms and the Terms of Use govern a Professional User's use of the Platform. The parties agree that the Professional User Terms form part of and are incorporated into the Agreement.

In the event of any conflict or inconsistency between the Terms of Use and these Professional User Terms, these Professional User Terms take precedence to the extent of such conflict or inconsistency.

Any term defined in the Terms of Use that are not otherwise defined in these Professional User Terms, shall have the meaning given to that term in the Terms of Use when used in these Professional User Terms.

1. Other words used in these Professional User Terms

In the Professional User Terms:

Individual Plan means the Platform subscription plan available to individuals, as described on the Website;
Organisation Plan means the Platform subscription plan available to an Organisation that has or will have five or more Seat Holders, as described on the Website;
Seat Holder means an individual end user for whom an Organisation has procured a paid licence to use and access the Platform under an Organisation Plan;
Subscription Plan means a paid subscription plan for the use and access of the Platform, including the Individual Plan and the Organisation Plan; and
Subscription Terms means the subscription terms attached as Schedule 1 to these Professional User Terms.

2. How can I register as a Professional User or a Seat Holder?

You must be at least 18 years old to create an Account.
If you are creating an Account as an employee, contractor, agent or authorised representative of an Organisation, you warrant that you are authorised to represent or act on behalf of the Organisation in your access and use of the Platform.

3. Do additional terms apply to my Subscription Plan?

If you have purchased a Subscription Plan or if you are a Seat Holder, the Subscription Terms apply to your use of the Platform in addition to the Agreement.

4. Accessing and using the Platform

4.1 How you can use the Platform

Subject to your compliance with the Agreement and creation of an Account, Autism CRC grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right to access and use the Platform for your internal business purposes.
You understand and agree that the right granted to you at clause 4.1(a), does not include a right for you to use the Paid Content.

4.2 What are the rules for using the Platform?

In using the Platform, you must not (and must not allow, enable or permit any other person to):

use the Platform for any purpose other than for your internal business purposes;
use any part of the Platform to request, make or accept a purchase independent of the Platform to circumvent any fees payable to Autism CRC for any other reason; or
breach any other use restrictions set out in the Agreement.

5. Use of your Data

Autism CRC grants you a perpetual, non-exclusive, worldwide, royalty-free, sublicensable licence to use, copy, modify, adapt, publish, transmit or broadcast your Data for internal business purposes.
This clause 5 survives termination of the Agreement.

Schedule 1 – Subscription Terms

These Subscription Terms only apply if you are a Professional User and have purchased a Subscription Plan or you are a Seat Holder. These Subscription Terms govern Professional Users' and each Seat Holder's use of the Platform in addition to the Professional User Terms and Terms of Use.

These Subscription Terms form part of, and are incorporated into, the Professional User Terms. In the event of any conflict or inconsistency between these Subscription Terms, the Professional User Terms and the Terms of Use, these Subscription Terms take precedence to the extent of such conflict or inconsistency.

1. Other words used in these Subscription Terms

Any capitalised terms used in these Subscription Terms but not otherwise defined in this section, has the meaning given to that term under the Professional User Terms or Terms of Use, respectively.
In these Subscription Terms:
- Fees means the fees payable for your use of the Platform as set out on our Website;
- Further Period means the further period described in clause 7(b) of this Schedule 1;
- Initial Period means the initial period described in clause 7(a) of this Schedule 1;
- Organisation Manager means the Seat Holder responsible for the Professional User Account and for managing the Organisation Plan (including, payments, Seat Holder seats and use of the Platform by Seat Holders);
- Any reference to the Professional User in these Subscription Terms is a reference to an individual Professional User or the Organisation Professional User that has purchased a Subscription Plan, but does not include the Seat Holder;
- Start Date means the date the Subscription Plan starts; and
- Subscription Period means the duration of the Subscription Plan as described in clause 7 of this Schedule 1.

2. Subscription process

Individual Plan. If the Professional User is subscribing to the Platform under the Individual Plan, the Professional User must complete the relevant subscription form on the Platform. Once the subscription process is complete, the Professional User's Account will be upgraded accordingly.
Organisation Plan. If a Professional User is subscribing to the Platform under an Organisation Plan, the Professional User must:
1. complete the relevant subscription form on the Platform;
2. specify each Seat Holder in the subscription form; and
3. if the Seat Holders do not have existing Accounts, procure such Seat Holders to create an Account as directed on the Platform.

2.2 What are the requirements for subscription?

In submitting a subscription request, the Professional User warrants that:

in respect of an Individual Plan, the Professional User is at least 18 years old; and
in respect of an Organisation Plan:
1. each Seat Holder is at least 18 years old; and
2. the individual purchasing the subscription plan is duly authorised by the Organisation to bind the Organisation to this Agreement and otherwise act on behalf of the Organisation.

3. Access to Paid Content

In consideration of the Fees, Autism CRC grants the Professional User and (if applicable) each Seat Holder a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right to access and use the Paid Content in accordance with this Agreement.

4. Professional User obligations

The Professional User must:

use the Platform in compliance with the Agreement;
not permit any other person to use the Platform other than the Professional User and (if applicable) the Seat Holders;
if the Professional User is an Organisation:
1. take steps to ensure that each Seat Holder is suitably trained on how to use the Platform and complies with the Agreement;
2. not exceed the allocated number of Seat Holders specified in the subscription form; and
3. nominate an Organisation Manager.

5. Fees and payment

5.1 How to pay for the Subscription Plan

The Professional User is responsible for paying all Fees, including the fees applicable to each Seat Holder.
The Professional User:
1. must pay the Fees monthly in advance via the direct debit facility we specify in the Platform or User Guide;
2. agrees that the Fees are non-refundable and (to the extent permitted by law), the Professional User is not entitled to any right of set-off or to withhold the Fees; and
3. agrees that Autism CRC may increase the Fees from time to time by providing the Professional User reasonable prior notice and which will specify the date on which the updated Fees will take effect.

5.2 What happens if the direct debit does not go through?

If the direct debit fails and the Professional User fails to pay the Fees by the relevant due date, Autism CRC will use reasonable efforts to notify the Professional User of the failure to pay the Fees and may subsequently do one or more of the following:

restrict or suspend the Professional User's and (if applicable) any Seat Holder's access to the Platform or Paid Content with notice to the Professional User and each Seat Holder (if any); or
terminate this Agreement and our agreements with each Seat Holder (if any) in accordance with clause 3.3 of the Terms of Use.

5.3 GST

Unless stated otherwise, the Fees are exclusive of applicable GST (having the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).
The Professional User will pay Autism CRC an additional amount equal to the amount of GST relating to Autism CRC's taxable supply, at the same time the Professional User pays the Fees or other consideration for the taxable supply.

6. Liability

6.1 Our maximum liability

In the event Autism CRC is found liable for any Loss, Claim or Liability under or in connection with this Agreement, then to the full extent permitted by law, Autism CRC's liability (including under any statute, tort, negligence, contract or our indemnity obligations at clause 10 of the Terms of Use) is limited to the amount equal to the Fees paid or payable by the Professional User to Autism CRC under this Agreement at the date the liability first arose.

6.2 Liability of Professional Users and Seat Holders

This clause applies to Professional Users and Seat Holders under an Organisation Plan.
If the Professional User or Seat Holder is found liable under or in connection with this Agreement, each of those parties is jointly and severally liable to Autism CRC under this Agreement.

7. Subscription Period

The Subscription Plan:

commences at the Start Date and continues for an initial period of one month (Initial Period); then
will automatically and continuously extend for additional one-month periods terms and conditions of this Agreement (each, a Further Period), unless the Subscription Plan is cancelled in accordance with clause 9 below.

8. How to change an Organisation Plan

An Organisation may change its Subscription Plan at any time during the Initial Period or during a Further Period in accordance with the process set out in the User Guide or Platform.
Upon changing the Subscription Plan:
1. Autism CRC will charge or credit, as is applicable, the Organisation a prorated amount of the Fees applicable to the revised Subscription Plan for the period from the time the change is made to the end of the Initial Period or Further Period in which the change is made;
2. the amount of Fees applicable to the revised Subscription Plan will then apply for each Further Period, until the Subscription Plan is otherwise changed in accordance with this clause 8 or cancelled in accordance with clause 9 below; and
3. all other Subscription Terms remain unchanged.

9. How to cancel a Subscription Plan

The Professional User may cancel its Subscription Plan at any time in accordance with the process set out in the User Guide or Platform.
Upon cancellation of the Subscription Plan:
1. the Subscription Terms remain on foot until the end of the Initial Period or the then-current Further Period, after which, the Subscription Terms terminate automatically and no longer apply to your use of the Platform;
2. the rights granted to you under clause 3 of the Subscription Terms are revoked at the end of the Subscription Period;
3. your Account will revert to a free account at the end of the Subscription Period and you will no longer have access to the Paid Content;
4. all Fees payable for the Subscription Period are immediately due and payable;
5. Autism CRC is entitled to retain all prepaid Fees; and
6. the Professional User Terms and Terms of Use remain on foot.

10. What happens if a Seat Holder deactivates their Account or an Organisation deactivates a Seat Holder's Account?

A Seat Holder may deactivate their Account, and an Organisation may deactivate one or more of their Seat Holder's Accounts, at any time by following the process set out in the User Guide or Platform.
Upon deactivation of a Seat Holder's Account:
1. the Seat Holder's Account will be permanently deactivated;
2. the Agreement between us and the Seat Holder terminates immediately;
3. the Agreement between us and the Organisation and other Seat Holders remain on foot;
4. the consequences of termination at clause 1.2 of the Terms of Use additionally apply to the Agreement between us and the Seat Holder;
5. the Seat Holder will be removed from the Organisation Plan however Autism CRC may retain all Fees paid by the Organisation for that Seat Holder's licence seat and charge the Organisation for any unpaid Fees due as at the end of the Subscription Period in respect of that Seat Holder; and
6. Autism CRC will adjust the Fees for the following Further Period (as applicable).

11. Survival

The following provisions survive termination of these Subscription Terms and the Agreement: clause 6 (Liability); 9(a) (How to cancel a Subscription Plan), 10(c) (What happens if a Seat Holder deactivates their Account or an Organisation deactivates a Seat Holder's Account), and this clause 11.