These Subscription Terms and Conditions apply to paid subscriptions for the MARU Academy digital education platform and to any temporary trial access that MARU elects to grant under section 9. They do not apply to workshops, coaching, mentoring, speaking engagements or other services supplied under separate terms.

Key Subscription Information

Please read these Terms before purchasing or beginning a subscription.

• A paid subscription is a fixed 12-month commitment beginning when MARU first activates access, unless an Order Document states otherwise.

• Paid subscriptions automatically renew for further 12-month terms unless the Customer gives MARU written notice of cancellation at least 30 calendar days before the Renewal Date.

• MARU will provide advance renewal notices showing the Renewal Date, renewal fee and exact Cancellation Deadline.

• Invoice Customers must pay the full annual subscription fee upfront. Website Customers may pay the annual fee upfront or, where offered at checkout, in three equal monthly instalments.

• The three-instalment option is a payment arrangement for a fixed 12-month subscription. It is not a month-to-month subscription, and all three instalments remain payable once access is activated, subject to rights that cannot lawfully be excluded.

• A person must be at least 18 years old to purchase any subscription. Students under 18 may use the Platform only through a subscription purchased and managed by an eligible adult or organisation.

1. About These Terms

These Subscription Terms and Conditions (Terms) govern the supply and use of the MARU Academy digital education platform and the digital services included in a paid subscription, together with any discretionary Trial granted under section 9 (Platform).

The Platform is supplied by MARU ACADEMY PTY LTD, ABN 55 696 845 940, (MARU, we, us or our), of Sydney, New South Wales, Australia.

These Terms apply to the person or organisation identified as the customer in an online order, quote, order form, purchase order or invoice relating to the Platform (Customer or you).

These Terms, together with the applicable Order Document, form the agreement between MARU and the Customer (Agreement).

2. Definitions

In these Terms:

Authorised User means a student, teacher, administrator, parent, guardian, individual user or other person whom the Customer permits to use the Platform within the limits of the Customer's subscription.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Cancellation Deadline means the date falling 30 calendar days before the Renewal Date.

Customer Data means information, materials and personal information entered into, submitted to or generated through the Platform by or for the Customer or its Authorised Users, excluding MARU Content and de-identified information that no longer identifies or is reasonably capable of identifying a person or the Customer.

Initial Subscription Term means the initial 12-month paid subscription period described in section 7.

MARU Content means the Platform and all content made available through it, including videos, lessons, quizzes, text, graphics, templates, downloadable resources, software, designs and trade marks, but excluding Customer Data.

Order Document means an online order, quote, order form, purchase order accepted by MARU, invoice or other written document that identifies the Customer and describes the applicable subscription or, where relevant, a Trial, price, payment arrangement, licence allocation or other specific commercial details.

Organisation Customer means a school, business, government body, incorporated or unincorporated association, charity or other organisation that purchases a paid subscription.

Family Customer means a parent or legal guardian who is at least 18 years old and purchases and manages a family subscription for one or more permitted Authorised Users.

Individual Customer means a person who is at least 18 years old and purchases an individual subscription solely for their own personal use.

Renewal Date means the day immediately after the Subscription End Date, on which a Renewal Term begins.

Renewal Term means each further 12-month subscription period arising through automatic renewal under section 11.

Subscription End Date means the final day of the Initial Subscription Term or the then-current Renewal Term.

Subscription Start Date means the date MARU first activates the Customer's paid access to the Platform, unless a different date is stated in an Order Document.

Subscription Term means the Initial Subscription Term and each Renewal Term.

Trial means temporary complimentary access to some or all of the Platform that MARU elects, in its discretion, to grant to a Customer under section 9.

3. How the Customer Accepts These Terms

The Customer accepts and agrees to be bound by these Terms when the Customer, or a person acting on its behalf:

1. ticks an acceptance box, clicks an acceptance button or completes a purchase through the MARU website after being given access to these Terms;

2. signs, electronically accepts or otherwise confirms acceptance of an Order Document that refers to these Terms;

3. issues a purchase order after being given notice of and access to these Terms;

4. pays all or any part of an invoice that refers to and provides access to these Terms; or

5. otherwise confirms in writing that it accepts these Terms.
   
   

If a person accepts these Terms or completes a purchase on behalf of an organisation, that person confirms that they are at least 18 years old and authorised to act for and bind that organisation.

An Authorised User's access to the Platform does not, by itself, make that person the Customer or authorise that person to purchase a subscription, accept commercial terms or grant rights on behalf of the Customer.

Where a Customer has already accepted these Terms through an Order Document or payment of an invoice, MARU may subsequently create, record or activate the Customer's subscription through its website or internal systems. That administrative activation does not constitute a new order, replace or vary the existing Agreement, or require the Customer to accept these Terms again.

4. Eligibility and Customers Under 18

A person must be at least 18 years old to purchase a school, family, individual or other subscription, or to enter into an Agreement with MARU.

An individual subscription may be purchased only by and for a person who is at least 18 years old. A person under 18 may be an Authorised User where access is provided through:

1. a school or other Organisation Customer authorised to provide that access; or

2. a family subscription purchased and managed by the person's parent or legal guardian.

MARU does not enter into a commercial subscription agreement directly with a person under 18.

5. Order Documents and Order of Precedence

The applicable Order Document sets out the specific commercial details of the subscription or Trial, which may include the plan, price, number and type of accounts, payment arrangement and any agreed subscription dates.

If there is an inconsistency between these Terms and an Order Document, the Order Document prevails only in relation to the specific commercial detail that is inconsistent. These Terms otherwise continue to apply.

Any standard or pre-printed terms included in a Customer's purchase order or procurement document do not amend or replace this Agreement unless MARU expressly agrees to the amendment in writing.

Any variation negotiated between MARU and the Customer must be recorded in writing and accepted by both parties.

6. The Platform

MARU provides a licence-based digital education platform offering structured learning designed to support workforce readiness and practical adult life skills. The features and MARU Content included in a Customer's access depend on the plan or Trial selected.

The Platform may include video lessons, downloadable resources, quizzes, progress information, reporting features and account management tools. MARU may add, update or improve features and MARU Content in accordance with section 21.

The Customer purchases a right to access and use the Platform during the applicable Trial or Subscription Term. Ownership of the Platform and MARU Content is not transferred to the Customer or any Authorised User.

7. Paid Subscription Term and Activation

Unless a different period or start date is stated in an Order Document, each paid subscription:

1. begins on the Subscription Start Date; and

2. continues for 12 months as the Initial Subscription Term.

MARU will activate access after the required initial payment has been received and any information reasonably required to establish the Customer's accounts has been supplied. MARU may agree in writing to activate access before payment.

MARU will provide or make available confirmation of the Subscription Start Date, Subscription End Date and Renewal Date after activation.

A delay caused by the Customer, including a delay in supplying account information or arranging Authorised Users, does not postpone payment dates or extend the Subscription Term after access has been made available.

8. Plans, Accounts and Licence Allocations

The Customer may permit only the number and type of Authorised Users included in its plan or Order Document to access the Platform.

School and organisation subscriptions

School and organisation subscriptions may include specified numbers of student, teacher, administrator or other accounts.

The Customer may add Authorised Users up to the applicable account limit. Unless an Order Document states otherwise, the Customer may remove a student account and reassign the freed student place to another student during the same Subscription Term, provided the number of active student accounts does not exceed the plan limit. Teacher and administrator accounts remain subject to the allowance stated in the applicable plan or Order Document.

Family subscriptions

The adult Customer manages the family subscription and any linked accounts for children or other permitted Authorised Users. The number of Authorised Users is limited to the applicable plan.

Individual subscriptions

An individual subscription is for the personal use of the adult Customer named in the order and may not be transferred to another person.

The Customer must purchase additional accounts or a higher plan before exceeding an applicable account limit.

9. Discretionary Trial Access

MARU may, at its discretion, offer or grant a Customer temporary complimentary access to some or all of the Platform for evaluation purposes. No Customer is entitled to a Trial, and MARU is not obliged to offer, approve or grant one.

The duration, scope, number and type of accounts, available content and features, and any other limits or conditions of a Trial will be those specified by MARU in the applicable written trial offer or Order Document.

Unless MARU specifies a different period in writing, a Trial ends 30 days after trial access is activated.

A Trial:

1. is provided for evaluation and genuine educational use;

2. may include limited content, features, account numbers or support;

3. may be subject to eligibility or participation requirements specified by MARU;

4. does not automatically renew or become a paid subscription; and

5. ends automatically when the stated trial period expires unless the Customer separately purchases a paid subscription.

Starting a paid subscription requires a separate Order Document or website purchase and acceptance of the applicable paid subscription terms and price.

MARU may withdraw or change a proposed Trial before it is activated. After activation, MARU may suspend or end a Trial if it is misused, if these Terms are breached, or if continuation creates a security, legal or operational risk. Where reasonably practicable, MARU will give notice before ending an activated Trial.

The Customer is responsible for retaining any information or records it requires before the Trial ends. Trial data and accounts may be deleted after the Trial in accordance with MARU's Privacy Policy and applicable law.

10. Pricing, GST and Payment

10.1 Prices and GST

The applicable price and payment arrangement are shown on the MARU website at checkout or in the relevant Order Document.

Unless expressly stated otherwise, prices are in Australian dollars and exclude GST.

10.2 Invoice Customers

Subscriptions purchased by invoice must be paid annually upfront for the full 12-month Subscription Term. Instalment payments are not available by invoice unless MARU expressly agrees otherwise in writing.

The full invoice amount is payable by the due date stated on the invoice. Unless MARU agrees otherwise, paid access will not be activated until the invoice has been paid in full.

Payment of all or any part of an invoice that refers to these Terms constitutes acceptance of the Agreement, but part payment does not require MARU to activate access before the balance is paid.

10.3 Website credit card purchases

Where offered at checkout, a Customer purchasing through the MARU website may select either:

1. annual payment, under which the full fee for the 12-month Subscription Term is charged at purchase; or

2. three monthly instalments, under which the total fee for the 12-month Subscription Term is divided into three equal payments, with the first charged immediately at purchase, the second one calendar month after purchase, and the third two calendar months after purchase.

If an instalment falls on a date that does not exist in a later month, it is due on the final day of that month.

The three-instalment option is only a payment arrangement. It does not divide the Subscription Term into monthly periods and does not create a month-to-month subscription.

By selecting the three-instalment option, the Customer authorises MARU and its payment processor to charge each instalment to the nominated payment method when due.

10.4 Failed or overdue payments

The Customer must maintain valid payment and billing details and pay all amounts when due.

If a card payment fails, MARU or its payment processor may retry the payment and ask the Customer to provide an alternative payment method. If an invoice or instalment remains overdue, MARU may suspend access under section 22 after giving reasonable notice and an opportunity to remedy the non-payment.

A suspension for the Customer's non-payment does not extend the Subscription Term or remove the Customer's obligation to pay amounts due under the fixed 12-month commitment.

10.5 Payment processors

Website payments may be processed by a third-party payment provider. The provider may collect and process payment details under its own terms and privacy policy. MARU does not generally store complete credit card details.

11. Automatic Renewal

11.1 Automatic renewal of paid subscriptions

At the end of the Initial Subscription Term, the paid subscription automatically renews for successive Renewal Terms of 12 months unless the Customer cancels renewal in accordance with section 12.

The Customer agrees to this automatic renewal arrangement when it accepts these Terms, including by paying an invoice that refers to these Terms or completing a purchase through the MARU website.

Trials do not automatically renew or convert into paid subscriptions.

11.2 Renewal notices

Approximately 90 days before the Renewal Date, MARU will send the Customer a written renewal notice. For an invoice Customer, MARU will also issue one renewal invoice and will refer to that same invoice in later reminders.

MARU will send further reminders approximately 60 days before the Renewal Date and approximately 30 days before the Renewal Date. The final reminder will be scheduled before the Cancellation Deadline so that the Customer has an opportunity to act.

Each renewal notice or reminder will clearly state or provide access to:

1. the Renewal Date;

2. the length of the Renewal Term;

3. the applicable renewal fee, including GST;

4. the payment arrangement and, where applicable, the renewal invoice number and payment due date;

5. the exact Cancellation Deadline; and

6. how the Customer may cancel renewal.

Notices will be sent to the Customer's nominated billing or primary contact. The Customer is responsible for keeping those contact details current. If MARU becomes aware that a renewal notice has not been delivered, MARU will make a reasonable attempt to contact the Customer using other current contact details held for the subscription.

If MARU does not send at least one compliant renewal notice at least 45 calendar days before the Renewal Date, the Customer may cancel the upcoming renewal at any time before the Renewal Date.

11.3 Renewal fees and price changes

The renewal fee is the amount stated in the renewal notice.

If the renewal fee will increase, MARU will notify the Customer of the new fee at least 60 calendar days before the Renewal Date. This gives the Customer at least 30 calendar days to consider the new price before the Cancellation Deadline.

If MARU does not provide that notice on time, the fee applying to the current Subscription Term will continue to apply to the next Renewal Term unless the Customer expressly accepts the higher fee.

11.4 Payment at renewal

For an invoice Customer, MARU may issue the annual renewal invoice approximately 90 days before the Renewal Date. The annual renewal fee is payable upfront by the due date shown on the invoice.

For a website credit card Customer, MARU may charge the renewal fee to the nominated payment method on or after the Renewal Date. Unless the renewal notice states otherwise or the Customer changes its payment arrangement where MARU permits that change, the annual or three-instalment payment arrangement selected for the current Subscription Term will apply to the Renewal Term.

For a renewed three-instalment arrangement, the first instalment is charged on or after the Renewal Date, the second one calendar month later and the third two calendar months later.

A failed payment or failure to pay a renewal invoice does not, by itself, constitute notice of cancellation.

12. Cancelling Automatic Renewal

The Customer may prevent its subscription from renewing by sending written notice of cancellation to hello@maruacademy.com.au no later than the Cancellation Deadline.

A cancellation email sent by 11:59 pm Sydney time on the Cancellation Deadline is on time, provided it is sent to the correct email address and is not returned to the sender as undeliverable.

If MARU receives the cancellation notice by the Cancellation Deadline:

1. the subscription will end on the current Subscription End Date;

2. the Customer will continue to have access until that date;

3. MARU will withdraw any renewal invoice; and

4. if the renewal fee has already been paid, MARU will refund that renewal fee.

If MARU does not receive written cancellation by the Cancellation Deadline, the subscription automatically renews for the next 12-month Renewal Term and the renewal fee remains payable.

A cancellation request received after the Cancellation Deadline will not prevent the upcoming renewal unless MARU agrees otherwise in writing. MARU may, at its discretion, accept a late cancellation. Unless MARU agrees to the late cancellation, the request will take effect at the end of the upcoming Renewal Term.

There is no cancellation fee for cancelling automatic renewal in accordance with this section.

13. Cancellation During a Subscription Term and Refunds

Each paid subscription is a fixed 12-month commitment. Except where required by law or expressly agreed by MARU in writing, the Customer cannot cancel the current Subscription Term for convenience after access has been activated.

Stopping use of the Platform, removing Authorised Users, failing to use available content or asking MARU to deactivate access does not cancel the fixed commitment or remove an obligation to pay outstanding instalments.

MARU does not provide refunds for change of mind, lack of use, a change in personal circumstances or a decision that the Customer no longer needs the Platform. MARU may consider a request for cancellation or a refund in exceptional circumstances at its discretion.

If the Customer requests cancellation before access is activated, MARU may agree to cancel and refund the purchase after deducting any non-recoverable transaction costs that MARU is lawfully entitled to deduct.

Nothing in this section limits any right to cancel, obtain a refund or receive another remedy under the Australian Consumer Law or any other law that cannot be excluded.

14. Licence and Permitted Use

Subject to payment of the applicable fees and compliance with this Agreement, MARU grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence during the Trial or Subscription Term to access and use the Platform and MARU Content for the Customer's own internal, personal, family or educational purposes, as applicable to the plan purchased.

The Customer may:

1. permit its Authorised Users to access the Platform within the applicable account limits;

2. download and print resources where the Platform makes them available for download; and

3. for a school or Organisation Customer, reproduce those downloadable resources only as reasonably required for educational use with the Authorised Users covered by its subscription during the Subscription Term.

Authorised Users may keep their own lawfully downloaded or completed personal resources after the Subscription Term ends. This does not permit the Customer to continue delivering MARU Content to new cohorts, reproduce resources for people who were not Authorised Users, or retain access to the Platform after expiry.

The Customer and Authorised Users must not, except where the law expressly permits and that permission cannot be excluded:

1. share an account or login credentials with another person;

2. permit access beyond the account limits in the applicable plan;

3. copy, record, republish, sell, sublicense, distribute or commercially exploit the Platform or MARU Content except as expressly permitted by these Terms;

4. make MARU Content publicly available or upload it to another platform, shared drive, learning management system or public website without MARU's written permission;

5. remove or alter any copyright, trade mark or proprietary notice;

6. reverse engineer, decompile or attempt to obtain the source code of the Platform;

7. scrape, systematically extract or use automated means to collect Platform content or data;

8. use the Platform or MARU Content to develop a competing product or to train an artificial intelligence model without MARU's written permission;

9. introduce malicious code, interfere with security, test vulnerabilities without permission, or disrupt the Platform; or

10. use the Platform unlawfully, fraudulently, offensively or in a way that infringes another person's rights.

15. Accounts and Security

The Customer must provide accurate, current and complete information and ensure that information relating to its Authorised Users is kept current.

Each account is for the assigned Authorised User only. The Customer is responsible for managing its accounts, assigning appropriate access and taking reasonable steps to ensure its Authorised Users comply with the parts of these Terms that apply to their use.

The Customer and Authorised Users must keep login credentials secure and must notify MARU promptly at hello@maruacademy.com.au if they become aware of unauthorised access, loss of credentials or another security incident affecting an account.

MARU may reset credentials, require additional authentication or temporarily restrict an account where reasonably necessary to protect the Platform, the Customer, Authorised Users or other users.

16. Customer Responsibilities and Student Use

The Customer is responsible for:

1. selecting a plan that is suitable for its intended use;

2. deciding which people will be Authorised Users;

3. ensuring it has a lawful basis and any notices, permissions or consents required to create and manage accounts and provide Customer Data to MARU;

4. supervising and supporting Authorised Users where reasonably appropriate, particularly users under 18;

5. ensuring that its use of the Platform complies with applicable laws, school policies and safeguarding obligations; and

6. the accuracy, quality and legality of Customer Data it supplies.

For a school or Organisation Customer, the Customer remains responsible for its duty of care to students and for determining whether particular MARU Content or activities are appropriate for its cohort and learning context.

For a family subscription, the adult Customer is responsible for managing access by each child and providing any permission required for the child's use of the Platform.

The Customer must not upload or direct an Authorised User to upload sensitive information, government identifiers, financial account credentials or other information not reasonably required for use of the Platform, unless MARU has expressly requested or enabled that information for a stated purpose.

17. Customer Data and Privacy

The Customer retains ownership of its Customer Data. The Customer grants MARU a limited, non-exclusive licence to host, store, copy, transmit, display and otherwise process Customer Data only as reasonably necessary to provide, secure, support and improve the Platform, comply with law and exercise MARU's rights under this Agreement.

MARU handles personal information in accordance with its Privacy Policy, available at https://www.maruacademy.com.au/privacy-policy, and applicable privacy laws.

Depending on the plan, the Platform may make student progress, quiz results, completion information or other account information available to authorised teachers, administrators, parents or guardians. The Customer is responsible for assigning those roles appropriately.

MARU will take reasonable technical and organisational steps to protect Customer Data against misuse, interference, loss and unauthorised access, modification or disclosure. No internet-based service can be guaranteed to be completely secure, and the Customer must also take reasonable security precautions.

After a Trial or Subscription Term ends, the Customer and Authorised Users may lose access to Customer Data and account records. The Customer is responsible for retaining any records it is required to keep before access ends. MARU may retain or delete Customer Data in accordance with its Privacy Policy, backup processes and legal obligations.

If there is any inconsistency between these Terms and the Privacy Policy concerning MARU's handling of personal information, the document providing the greater protection to the individual applies to the extent of the inconsistency, subject to applicable law.

18. Confidentiality

Each party must use reasonable care to protect confidential information received from the other party and may use it only to perform or receive the benefit of this Agreement.

Confidential information does not include information that:

1. is or becomes public other than through a breach of confidence;

2. was already lawfully known to the receiving party without a confidentiality obligation;

3. is independently developed without using the other party's confidential information; or

4. is lawfully received from a third party without a confidentiality restriction.

A party may disclose confidential information to its personnel, professional advisers and service providers who need it for the Agreement and are subject to appropriate confidentiality obligations. A party may also disclose information where required by law, after giving notice where legally permitted and reasonably practicable.

Customer Data is the Customer's confidential information. MARU's non-public technology, security information, pricing proposals and business information are MARU's confidential information.

This section does not prevent MARU from using an Organisation Customer's name and logo in the limited manner permitted by section 20.

19. MARU Intellectual Property

MARU and its licensors retain all rights, title and interest in the Platform and MARU Content, including all intellectual property rights. No rights are granted except the limited licence expressly stated in section 14.

The MARU Academy name, MARU name, logos and associated branding are owned by or licensed to MARU and may not be used without MARU's prior written permission.

If the Customer or an Authorised User voluntarily provides suggestions or feedback about the Platform, MARU may use that feedback to improve its products and services without payment or restriction, provided MARU does not identify the individual publicly without consent.

The Customer retains ownership of its name, logo, trade marks and branding. MARU may use them only as expressly permitted by section 20 or with the Customer's prior written consent.

20. Customer Name and Logo Use

This section applies only to an Organisation Customer with a paid subscription. It does not apply to a family subscription, individual subscription or Trial unless separately agreed in writing.

The Organisation Customer grants MARU a limited, non-exclusive, worldwide and royalty-free licence to use the Organisation Customer's name and current official logo, as supplied by the Organisation Customer or made publicly available by it:

1. on the MARU website and in customer lists, solely to identify the Organisation Customer as a current subscriber to or user of the Platform; and

2. on social media accounts owned or operated by MARU, solely to make factual, unpaid announcements that the Organisation Customer has subscribed to or is using the Platform.

This permission does not authorise MARU to state or imply that the Organisation Customer endorses, recommends or sponsors MARU, or that the parties have entered into a formal partnership. MARU will not present the Organisation Customer's name or logo as a testimonial or case study, or use it in paid advertising, without the Organisation Customer's prior written consent.

MARU may resize or reformat the logo where reasonably necessary but will not materially alter it. MARU will comply with any reasonable brand guidelines provided by the Organisation Customer.

The Organisation Customer confirms that it has authority to grant this permission. It may withdraw permission for future use at any time by written notice to hello@maruacademy.com.au. Withdrawing permission does not affect the subscription or access to the Platform.

Within 30 days after receiving a withdrawal request, or after the Organisation Customer's subscription ends, MARU will cease new uses and remove the Organisation Customer's name and logo from the MARU website and current customer lists. A factual, unpaid social media announcement published while permission was in effect may remain as a historical post unless the Organisation Customer requests its removal in writing. MARU will remove a requested post within 30 days where removal is reasonably within MARU's control.

This section does not permit MARU to publish the name, image or other personal information of a student, parent, teacher, administrator or other individual Authorised User.

21. Platform Availability, Support and Changes

MARU aims to provide reliable access but does not guarantee that the Platform will always be uninterrupted or error-free. Access may be affected by maintenance, updates, internet or telecommunications failures, third-party providers, security incidents and circumstances outside MARU's reasonable control.

MARU may conduct planned or emergency maintenance. Where reasonably practicable, MARU will provide advance notice of planned maintenance likely to cause a material interruption.

MARU may update, replace or improve features and MARU Content to maintain security, accuracy, usability and educational value. MARU will not materially reduce the core functionality of a paid plan during a Subscription Term without reasonable notice and, where the reduction materially disadvantages the Customer, an appropriate remedy which may include an alternative feature, service credit, extension or pro-rata refund, subject to applicable law.

MARU may discontinue the Platform or a paid plan by giving reasonable notice. If discontinuation prevents the Customer from using a material part of the paid subscription for the remainder of its Subscription Term, MARU will provide a pro-rata refund for the affected unused period, unless a substantially equivalent replacement is made available.

Support enquiries may be sent to hello@maruacademy.com.au. Unless an Order Document states a specific service level, MARU does not guarantee a particular response or resolution time.

22. Suspension

MARU may suspend some or all access to the Platform where reasonably necessary because:

1. an invoice or instalment is overdue;

2. the Customer or an Authorised User materially breaches these Terms;

3. use of the Platform creates a genuine security, legal or operational risk;

4. MARU reasonably suspects fraud, unlawful activity or unauthorised access; or

5. suspension is required by law or a regulator.

Except where urgent action is reasonably necessary to protect a person, data, the Platform or MARU's legal position, MARU will give the Customer written notice of the reason and a reasonable opportunity to remedy the issue before suspension.

MARU will restore access within a reasonable time after the issue is remedied. Suspension does not prevent the Customer from exercising rights available under the Australian Consumer Law and does not affect a payment obligation that arose before suspension.

23. Termination by MARU

MARU may terminate the Agreement by written notice if:

1. the Customer commits a material breach and does not remedy it within 14 days after receiving written notice requiring it to do so;

2. the Customer's use is unlawful or creates a serious and continuing security risk that cannot reasonably be remedied;

3. the Customer becomes insolvent, enters administration or liquidation, or ceases business, except to the extent termination on that basis is prohibited by law; or

4. MARU is required by law or a regulator to end the Agreement.

MARU may terminate immediately for fraud, deliberate misuse, serious infringement of intellectual property rights or conduct creating an imminent risk of harm.

If MARU terminates a paid subscription because of the Customer's breach, amounts already paid are not refundable and outstanding amounts for the fixed Subscription Term remain payable, subject to applicable law.

If MARU terminates a paid subscription for convenience or because MARU can no longer provide it for reasons not caused by the Customer, MARU will refund the portion of fees paid for the unused remainder of the Subscription Term.

24. Effect of Expiry or Termination

When a Trial or Subscription Term expires or the Agreement is terminated:

1. the Customer's and Authorised Users' right to access the Platform ends;

2. account access may be disabled;

3. the Customer must stop using MARU Content except for completed or downloaded resources that section 14 expressly permits an Authorised User to retain;

4. all amounts already due remain payable; and

5. MARU may retain or delete Customer Data in accordance with section 17, the Privacy Policy and applicable law.

Sections intended by their nature to continue after expiry or termination survive, including sections concerning payment obligations, confidentiality, intellectual property, Customer Data, liability, disputes and governing law.

25. Third-Party Services and Links

The Platform may rely on or link to third-party services, websites, software or content, including payment, hosting, email, learning management and government services.

Third-party services are governed by their own terms and privacy practices. MARU is not responsible for a third party's independent service, content or acts, but this does not exclude MARU's responsibility for its own selection, configuration or use of service providers where responsibility cannot lawfully be excluded.

An Authorised User should not provide a third-party password, myGov credential, banking credential or similar sensitive login information to MARU unless MARU expressly provides a secure and lawful feature requiring it.

26. Educational Information and Outcomes

MARU Content is general educational information. It is not personal legal, financial, taxation, employment, career, accounting or other professional advice.

Laws, government processes, workplace practices and third-party systems can change. Although MARU takes reasonable steps to maintain useful and accurate content, the Customer and Authorised Users should check current information with the relevant employer, government agency, professional adviser or official source before acting where appropriate.

MARU does not guarantee that use of the Platform will result in employment, particular grades, qualifications, income, workplace outcomes or any other specific result. Outcomes depend on circumstances outside MARU's control, including participation, implementation and individual decisions.

Unless expressly stated in an Order Document, the Platform supplements rather than replaces a school's curriculum, professional judgement, safeguarding processes or legal and regulatory obligations.

27. Australian Consumer Law and Mandatory Rights

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

Where the Australian Consumer Law applies, services supplied by MARU come with guarantees that may include that they will be provided with due care and skill, be reasonably fit for a disclosed purpose and be supplied within a reasonable time where no time is agreed.

If there is a major failure, the Customer may have rights to cancel the affected service and obtain a refund for the unused portion, together with any other remedy available by law. If a failure is minor, MARU is entitled to a reasonable opportunity to remedy it.

Where MARU is legally permitted to limit its liability for a failure to comply with a statutory guarantee, MARU's liability is limited, at MARU's option, to supplying the affected services again or paying the reasonable cost of having them supplied again.

No provision described as a no-refund, fixed-term, suspension, termination, disclaimer or liability provision overrides this section.

28. Liability

Each party is responsible for loss or damage to the extent it is caused by that party's breach of the Agreement, negligence, fraud or wilful misconduct.

To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, opportunity, goodwill or anticipated savings, arising out of the Agreement. This exclusion does not apply to a Customer's obligation to pay subscription fees, a breach of confidentiality or intellectual property rights, fraud, wilful misconduct, personal injury or death, or liability that cannot lawfully be excluded.

To the extent permitted by law, MARU's total aggregate liability arising out of or relating to a paid subscription is limited to the total fees paid or payable by the Customer for the Subscription Term in which the event giving rise to liability occurred.

The liability limit does not apply to fraud or wilful misconduct by MARU, personal injury or death caused by MARU, or liability that cannot lawfully be limited.

The Customer must take reasonable steps to minimise any loss it suffers and retain copies of records it is legally or operationally required to keep.

29. Events Outside a Party's Reasonable Control

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent caused by an event outside its reasonable control. This may include natural disasters, fire, flood, epidemic, war, civil unrest, government action, widespread telecommunications failure, utility failure or a major third-party infrastructure outage.

The affected party must take reasonable steps to reduce the effect of the event and resume performance when reasonably possible.

If the event materially prevents MARU from supplying the Platform for more than 30 consecutive days, either party may terminate the affected subscription by written notice. MARU will then refund any prepaid fee relating to the unused period after termination, subject to applicable law.

30. Changes to these Terms

MARU may update these Terms from time to time. The current version will be published on the MARU website with a revised Last updated date.

The version accepted by the Customer continues to govern the current Subscription Term unless:

1. the Customer expressly accepts an updated version;

2. a change is required by law or reasonably necessary to address an urgent security risk; or

3. the change is non-material and does not reduce the Customer's rights or materially increase its obligations.

MARU will give reasonable written notice of a change that applies during a current Subscription Term.

Material changes affecting price, automatic renewal, cancellation, Customer Name and Logo Use, liability, data use or another substantive right will ordinarily apply only when the Customer expressly accepts them or when the Customer next renews after receiving reasonable notice.

No change applies retrospectively to conduct occurring before the change took effect.

31. Notices and Contact Details

The Customer must keep its billing, primary contact and account details current.

MARU may send contractual notices, invoices and renewal communications to the billing or primary contact email address recorded for the Customer. A notice is treated as received when it is delivered to that email address and is not returned as undeliverable. If sent after 5:00 pm Sydney time or on a day that is not a Business Day, it is treated as received on the next Business Day, except that the cancellation timing rule in section 12 applies specifically to cancellation emails.

The Customer must send notices concerning cancellation, renewal, breach or a legal dispute to hello@maruacademy.com.au.

MARU's contact details are:

MARU ACADEMY PTY LTD
ABN 55 696 845 940
Sydney, New South Wales, Australia
Email: hello@maruacademy.com.au

32. Dispute Resolution

If a dispute arises, either party may give the other written notice describing the issue and the outcome sought. The parties will attempt in good faith to resolve the dispute through discussion within 20 Business Days after the notice is received.

This section does not prevent either party from seeking urgent interlocutory or injunctive relief, recovering an undisputed overdue amount, or exercising a right to contact a regulator, consumer protection body, small business commissioner or tribunal.

33. General

Entire agreement

The Agreement records the entire agreement between the parties about the subscription or Trial and replaces earlier discussions or representations on the same subject, except for rights arising from misleading or deceptive conduct or other rights that cannot lawfully be excluded.

Assignment

The Customer may not transfer the Agreement to another person or organisation without MARU's prior written consent, which will not be unreasonably withheld. MARU may transfer the Agreement as part of a genuine sale, restructure or transfer of its business or the Platform, provided the transfer does not materially reduce the Customer's rights. MARU will give reasonable notice of such a transfer.

Subcontractors

MARU may use suitably qualified service providers and subcontractors to help provide the Platform. MARU remains responsible for its obligations under the Agreement to the extent required by law.

No partnership or agency

The Agreement does not create a partnership, employment relationship, joint venture, franchise or agency between MARU and the Customer.

Waiver

A failure or delay in exercising a right does not waive that right. A waiver must be in writing and applies only to the specific circumstance for which it is given.

Severability

If a provision is invalid, unlawful or unenforceable, it is to be read down to the minimum extent necessary. If it cannot be read down, it is severed and the remaining provisions continue to operate.

Interpretation

Headings are for convenience only. The words including and includes do not limit the words that follow. A reference to written notice or writing includes email and other electronic communication capable of being retained, unless these Terms expressly require a particular method.

34. Governing Law and Jurisdiction

The Agreement is governed by the laws of New South Wales, Australia, and the applicable laws of the Commonwealth of Australia.

Subject to any law that permits or requires otherwise, the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and Commonwealth courts with jurisdiction in New South Wales.