Terms Of Service

 

Welcome to TEACHERSMARKETPLACE.

The following Terms are the terms and conditions subject to which TEACHERSMARKETPLACE offers you access to our Services.

 

1.                  Definitions

In these Terms unless the contrary intention appears:

1.1              ‘Buyer’ means people wishing to purchase Teaching Content through the Service;

1.2              ‘Members’ means those Buyers or Sellers who have provided the information required by TEACHERSMARKETPLACE from time to time to register people as members;       

1.3              ‘Seller’ means people offering to sell Teaching Content through the Service;

1.4              ‘Service’ means the services provided by TEACHERSMARKETPLACE, including the facilitation of the sale and purchase of Teaching Content;

1.5              ‘TEACHERSMARKETPLACE’ means the web-based service available from the domain WWW.TEACHERSMARKETPLACE.COM.AU and the operator of that domain;

1.6              ‘Teaching Content’ means the original digital educational materials created by Sellers and offered for sale through TEACHERSMARKETPLACE;

1.7              ‘Terms’ means these Terms of Service; and

1.8              ‘User’ means any Buyer, Seller or visitor to TEACHERSMARKTPLACE.

2.                  Interpretation

In these Terms unless the contrary intention appears:

2.1              the singular includes the plural and vice versa;

2.2              a gender includes all other genders;

2.3              where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

2.4              a reference to a person includes any corporation, partnership, joint venture, trust, association, government, or public authority and vice versa;

2.5              a reference to a clause or annexure is to a clause of or annexure to this Agreement;

2.6              a reference to a request or notice means a request or notice in writing;

2.7              a reference to any party to this or any other document includes the party’s successors and permitted assigns;

2.8              a reference to a document is to that document as amended, novated, supplemented, varied or replaced from time to time and includes any annexures, schedules and appendices to that document, except to the extent prohibited by that document;

2.9              a reference to conduct includes any act, omission, representation, statement or undertaking whether or not in writing;

2.10          mentioning anything after include, includes or including does not limit what else might be included;

2.11          a reference to a person that comprises two or more persons means those persons jointly and severally;

2.12          the headings are for convenience only and do not affect the interpretation of this Agreement; and

2.13          A reference to dollars is to Australian dollars.

3.                  Description of Service

3.1              The Service provides teachers with an on-line marketplace to buy and sell Teaching Content directly from and to each other.

3.2              TEACHERSMARKETPLACE at no time owns or sells any Teaching Content for or on behalf of Sellers.

3.3              These Terms govern access to and use of the Service, whether in the capacity of a Seller, a Buyer or as a visitor, including participation in on-line forums, providing feedback, bulletin boards, wikis, and other communications with Users.

3.4              Parts of TEACHERSMARKETPLACE are publicly available to all visitors to the site. Parts of the Service are available only to Members.

3.5              By registering as a Member with or using TEACHERSMARKETPLACE, including as a visitor, you acknowledge and agree to the Terms.

4.                  Use of the Service

4.1              The Service is intended for adults only. You must be at least 18 years old to use this site.

5.                  Fees, Pricing and Payments

5.1              Fees

5.1.1            Sellers who wish to sell their Teaching Content through the Service must join TEACHERSMARKETPLACE. Two types of membership are available for Sellers:

(a)               Basic Membership

Basic Members pay no annual membership fee;

(b)               Premium Membership.

Premium Members must pay an annual membership fee of $29.95;

5.1.2            Basic Members and Premium Members will be charged service fees on sales made through the Service, as set out in paragraph 5.3 below. Sellers can upgrade membership from the Basic level to the Premium level at any time.

5.1.3            New Sellers are entitled to a 30-Day Money Back Guarantee which may be exercised by cancelling membership through the Contact Us link.

5.1.4            Buyers who wish to purchase Teaching Content through the Service must join TEACHERSMARKETPLACE. Buyers pay no membership fee to join TEACHERSMARKETPLACE and there is no service fee for Buyers who purchase materials from Sellers through the Service.

5.2              Pricing of Teaching Content

Sellers are solely responsible for setting the prices for the Teaching Content distributed through the Service.

5.3              Terms for Payment of Service Fees and Uploading Teaching Content

In consideration for the Service, the Seller agrees to pay a service fee (‘Service Fee’) for all Teaching Content sold to Buyers through the Service on the following terms:

5.3.1            Basic Members will pay a Service Fee equal to 40% of the sale price of each item of  Teaching Content sold plus $0.20 per item;

5.3.2            Premium Members will pay a Service Fee equal to 15% of the sale price of each item of Teaching Content sold;

5.3.3            TEACHERSMARKETPLACE will automatically deduct the Service Fee from the sale price collected from Buyers through the Service, and then will distribute the remaining amounts to the Seller and  on a quarterly basis as set out in paragraph 5.3.6:

5.3.4            TEACHERSMARKETPLACE will collect payment from Buyers at the time Teaching Content is purchased through the Service;

5.3.5            TEACHERSMARKETPLACE will notify Sellers by email of the sale once payment has been verified and collected from the Buyer;

5.3.6            TEACHERSMARKETPLACE will make the Teaching Content available via the Service to the Buyer for up to 5 downloads for 30 days (subject to the uploading of the Teaching Content to the Service via the "Download My Purchases" page);

5.3.7            on a quarterly basis TEACHERSMARKETPLACE will distribute the money due to Sellers for the sale of Teaching Content within 30 days following the last day of the calendar quarter in which an item of your Teaching Content is sold (that is, within 30 days after March 31st, June 30th, September 30th, or December 31st); and

5.3.8            quarterly payments will be made to the PayPal account specified in the Seller’s Member Profile.

5.3.9        In the instance that CAL (Copyright Agency Limited) notify TEACHERSMARKETPLACE of a reproduction stemming from the copy of a sellers product originating via a sale from the site, a management fee of 15% will be retained by TEACHERSMARKETPLACE to cover the costs of dispersement of funds allocated by CAL to the seller.

5.4              Additional Terms and Obligations of Sellers

5.4.1            By listing an item for sale, the Seller represents and warrants that:

(a)               the Seller has the right to sell the item;

(b)               the listing is accurate, current, complete and is not misleading or otherwise deceptive; and

(c)               they will not, unless otherwise authorised, use or disclose to any third party, any order information or other data or information regarding Buyers or any other Users of the Service, which is obtained through the Service or disclosed to Sellers by TEACHERSMARKETPLACE in connection with a transaction made via the Service, for any purpose except as necessary to complete transactions made through the Service and otherwise fulfil their obligations under these Terms.

5.4.2            At least one sample of Teaching Content must be made available to Buyers at no charge at all times when Sellers are offering Teaching Content for sale via the Service.

5.5              Terms for Buyers

5.5.1            When Buyers purchase Teaching Content they will have the limited right to download the Teaching Content no more than 5 times. The Teaching Content will remain available for download in the Buyer’s on-line account for 30 days from the date of purchase.

5.5.2            Buyer’s agree to pay in full for all Teaching Content purchased through the Service, and agree that TEACHERSMARKETPLACE may charge their credit card or PayPal account for any Teaching Content purchased, including any additional amounts (including any taxes and late fees, as applicable).

5.5.3            Buyers are responsible for the timely payment of all sales prices and fees, and for providing TEACHERSMARKETPLACE with valid credit card information or PayPal account details for payments of all fees and charges.

5.5.4            All charges and fees will be billed to the credit card or the PayPal account specified in the Buyer’s Member profile.

5.5.5            There may be a temporary disruption of access to the Service until TEACHERSMARKETPLACE can verify the validity of new credit card or PayPal account information.

5.5.6            Buyers agree that delivery of the Teaching Content does not transfer any commercial or promotional rights in the Teaching Content.

5.5.7            Buyers agree that their use of the Service (including purchase of Teaching Content) constitutes acceptance of the Terms to use the Service and such Teaching Content solely in accordance with these Terms and the Seller’s terms of sale and that any other use of the Service or Teaching Content may violate copyright and other laws.

5.6              Electronic Signatures and Records

Users of the Service acknowledge that:

5.6.1            use of the Service includes the ability to enter into Terms and to make purchases electronically;

5.6.2            their electronic submissions constitute their agreement and intent to be bound by and to pay for such agreements and purchases;

5.6.3            their agreement and intent to be bound by electronic submissions applies to all records relating to all transactions entered into on this site, including notices of cancellation, policies, contracts and applications; and

5.6.4            in order to access and retain electronic records, it may be necessary to have certain hardware and software, which are Users sole responsibility.

5.7              Limitations

5.7.1            Interactions (if any) with other Buyers, Sellers, Members or Users of the Service, including the purchase, sale, payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the individuals. Like with any internet based commerce, we suggest that you use caution and good judgment.

5.7.2            TEACHERSMARKETPLACE is not involved in any actual transactions made through the Service, and that it is not the agent or representative of any Seller or Buyer (or any visitor) for any purpose whatsoever and that it is not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's or Member'’s use or disclosure of your personally identifiable information.

5.7.3            TEACHERSMARKETPLACE uses and discloses User’s personally identifiable information in accordance with its Privacy Policy.

5.7.4            If there is a dispute between a User and any third party (including, without limitation, any Member or User of the Service), TEACHERSMARKETPLACE is under no obligation to become involved, and Users hereby release TEACHERSMARKETPLACE from any claims, demands or damages of any kind and of any nature arising out of or relating to any such dispute.

6.                  Licenses Granted by Sellers

6.1              Licenses Granted to TEACHERSMARKETPLACE.

6.1.1            When a Seller sells Teaching Content through the Service, the Seller retains ownership of any copyright claimed for the Teaching Content. However, by making Teaching Content available through the Service, Seller’s grant TEACHERSMARKETPLACE a royalty-free, perpetual, irrevocable, non-exclusive, worldwide, sub licensable right to exercise any copyright, publicity and database rights the Seller has in the Teaching Content, as are reasonably necessary to make the Teaching Content available through the Service.

6.1.2            If a Seller cancels their membership and removes their Teaching Content from the Service, the licence referred to in this paragraph will be deemed revoked at the time that the Seller cancels their membership and removes all Teaching Content.

6.2              Sellers Control License Rights Related to Teaching Content.

6.2.1            Sellers represent and warrant that:

(a)               the Teaching Content is original; and

(b)               no other party has any rights in the Teaching Content.

6.2.2            It is the Seller’s responsibility to give notice to Buyers of the terms under which Sellers offer Teaching Content to Buyers.

7.                  Registration Obligations

7.1              Users of the Service, represent and warrant that they are:

7.1.1            at least 18 years of age; and

7.2              Users of the Service covenant and agree that they will:

7.2.1            provide true, accurate, current and complete information required by the Service's registration form (‘Member Data’); and

7.2.2            will maintain and promptly update the Member Data to keep it true, accurate, current and complete at all times.

8.                  Member and Visitor Conduct

8.1              As a condition of using the Service, Members and Visitors agree that they:

8.1.1            must be a registered Member to buy or sell Teaching Content through the Service;

8.1.2            are required to select a member identification (‘User Name’) and password.

8.1.3            are responsible for maintaining the confidentiality of their User Name and password;

8.1.4            are responsible for all activity that occurs under their User Name;

8.1.5            are solely responsible for their conduct and any content, materials or information that they submit, post, and display on the Service, or that they allow others to submit, post and/or display on the Service under their User Name;

8.1.6            will not attempt to, or encourage or assist any other person to, circumvent or modify any system, security technology or other software that is part of the Service or used to administer the rules contained in these Terms;

8.1.7            will not upload, post, email, transmit or otherwise make available any content, materials or information to, on or through the Service that are fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, pornographic, profane, sexually explicit or indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

8.1.8            will not upload, post, email, transmit or otherwise make available to Members or visitors any unsolicited or unauthorized advertising, promotional materials, mail or any other form of solicitation;

8.1.9            will not transmit any worms or viruses, spyware, malware or any other harmful or destructive code;

8.1.10        will not use the Service for any illegal or unauthorised purpose;

8.1.11        will not impersonate any person or entity;

8.1.12        will not transmit email or any other content that includes personal or identifying information about another person without that person's explicit consent;

8.1.13        will not transmit email or any other content that is false, misleading or  deceptive;

8.1.14        will not sell or offer for sale materials that infringe the proprietary rights of another person or entity or that violate any rights of privacy or publicity, or that defame or libel any person or entity, or offer content that they do not have a right to make available under any law or under contractual or fiduciary relationships;

8.1.15        will not manipulate the price of any item or interfere with other Members' listings;

8.1.16        will not advertise any illegal products or services or the sale of any items the sale of which is prohibited or restricted by applicable law, including without limitation items the sale of which is prohibited or regulated by applicable law;

8.1.17        will not provide materials or any other content for download that contain viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

8.1.18        will not disrupt the normal flow of dialogue with an excessive number of messages to the Service, or that otherwise negatively affects Members' and visitors' ability to use the Service;

8.1.19        will not employ misleading email or IP addresses, or otherwise manipulate identifiers in order to disguise the origin of content transmitted through the Service;

8.1.20        will not attempt to gain unauthorized access to the computer systems of TEACHERSMARKETPLACE or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service;

8.1.21        will not stalk or otherwise harass anyone on or through the Service;

8.1.22        will not collect any personally identifying data about Members or visitors for commercial or unlawful purposes; and

8.1.23        will not use automated means to download data from the Service without the permission of TEACHERSMARKETPLACE.

9.                  Inappropriate User-Submitted Content

9.1              TEACHERSMARKETPLACE prohibits certain User conduct and content described above and, without obligation, will use its reasonable efforts to eliminate such conduct and content from the Service.

9.2              Users acknowledge and agree that:

9.2.1            TEACHERSMARKETPLACE is not, and cannot be, responsible for any content, information or materials posted by Users on the Service;

9.2.2            they may be exposed to any materials, information or content posted by Users on the Service; and

9.2.3            they bear all risks associated with the exposure to and/or use of any materials, information or content posted by Users on the Service, including without limitation any reliance on the accuracy, completeness, or usefulness of such materials, information or content.

9.3              TEACHERSMARKETPLACE has the right to, but is not obliged to pre-screen and/or monitor content posted on the Service, and without limiting any remedies, may remove, edit, move or close, in whole or in part, any content, information or materials from or on the Service, at any time for any reason, at the discretion of TEACHERSMARKETPLACE.

10.              Links to Other Sites and Resources

10.1          The Service contains links to other websites or resources. TEACHERSMARKETPLACE has no control over those external sites and resources.

10.2          Users agree that TEACHERSMARKETPLACE:

10.2.1        is not responsible for the availability or accuracy of external sites and resources it provides links to; and

10.2.2        does not endorse, nor is it responsible or liable for, any content, advertising, products, services or materials on or available from external sites and resources it provides links to. Any use of or reliance on the contents or services of such an external web site or resource is at Users own risk and Users assume all responsibilities and any consequences resulting from such use or reliance.             

11.              Copyright Policy

TEACHERSMARKETPLACE respects the copyright of others. Its Copyright Policy Is available at www.TEACHERSMARKETPLACE.com.au/about/copyright_policy.asp. By accepting these Terms of Service, Users agree to be bound by that Copyright Policy, which is incorporated in and forms a part of these Terms.

12.              Privacy Policy

TEACHERSMARKETPLACE takes the privacy of its Users' and Members' information very seriously. Its Privacy Policy is available at www.TEACHERSMARKETPLACE.com.au/about/privacy_policy.asp. By accepting these Terms of Service, Users agree to be bound by that Privacy Policy, which is incorporated in and forms a part of these Terms.

13.              Indemnity

By accepting these Terms, Users agree to indemnify and hold harmless TEACHERSMARKETPLACE and its subsidiaries, affiliates, officers, agents, employees, partners and licensors from any and all claims, demands, liabilities, expenses or tax assessments, including reasonable legal fees arising out of any claim made by any third party relating to or arising out of:

13.1          the Teaching Content;

13.2          use of the Service;

13.3          actual or alleged breach of these Terms (including the Copyright Policy and Privacy Policy);

13.4          actual or alleged infringement of any third party intellectual property or proprietary rights; or

13.5          actual or alleged violation of any applicable laws, rules, regulations or rights of others.

14.              Warranties and Disclaimers

14.1          Users agree that use of the website and the Service is at the sole risk of the User.

14.2          TEACHERSMARKETPLACE, its affiliates, agents and their officers, directors, and employees, disclaim all warranties, express or implied, in connection with the website, the Service and Users access to and use of the Service, including any implied warranty of merchantability, title, non-infringement, or any implied warranty arising from course of dealing or usage of trade.

14.3          TEACHERSMARKETPLACE makes no warranties or representations about the credibility of the Members, including that Members will perform as promised, about the truthfulness, accuracy or completeness of the Service's content or the content of any sites linked to the Service, or the availability, quality, characteristics, legitimacy, functionality, pricing, shipping, delivery, security or safety of any products or content (including, without limitation, any Teaching Content) listed for sale on this Service, or any product descriptions or product literature.

14.4          TEACHERSMARKETPLACE also makes no representations or warranties that the contents of the Service or any products listed for sale on the Service are fit for any particular purpose or will meet any User’s requirements, and assumes no liability or responsibility for any:

14.4.1         errors, mistakes, or inaccuracies of content;

14.4.2         personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service;

14.4.3         any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;

14.4.4         any interruption or cessation of transmission to or from the Service;

14.4.5         any harmful or destructive code which may be transmitted to or through the Service by any third party;

14.4.6         any errors or omissions in any Teaching Content, or

14.4.7         for any loss or damage of any kind incurred as a result of the use of any Teaching Content emailed, transmitted, sold or otherwise made available via the Service.

14.5          TEACHERSMARKETPLACE does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any website, hyperlinked or featured in any banner or other advertising, and TEACHERSMARKETPLACE will not be a party to or in any way be responsible for monitoring any transaction between Users and third-party providers of products or services (including any Sellers or Buyers).

14.6          TEACHERSMARKETPLACE is not responsible for any damages or claims resulting from:

14.6.1         Members directly contacting other Members;

14.6.2         transactions conducted outside of the Service, including transactions that may originate through the Service but are completed offline or outside of the Service.

15.              Limitation of Liability

15.1          Users agree that TEACHERSMARKETPLACE, its affiliates, and agents and their officers, directors, and employees shall not be liable to users for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to:

15.1.1        damages  for loss of profits, goodwill, reputation,  data or other intangible losses, resulting from the access to or the use or the inability to use the Service;

15.1.2        the cost of procurement of substitute goods or services resulting from any Teaching Content purchased or obtained or messages received or transactions entered into, through or from the Service;

15.1.3        unauthorized access to or alteration of your transmissions or data;

15.1.4        statements or conduct of any third party on the Service; or
any other matter relating to the Service.

15.2          Where the liability of TEACHERSMARKETPLACE cannot be limited in accordance with paragraph 15.1, the liability of TEACHERSMARKETPLACE to Users or any third party shall be limited to the lesser of:

15.2.1        the total amounts paid by Users to TEACHERSMARKETPLACE during the 12 months prior to the claim or action allegedly giving rise to such liability; or

15.2.2         $100.00.

16.              Termination

16.1          TEACHERSMARKETPLACE reserves the right to suspend or terminate, or take any other action or remedy that it deems reasonable, appropriate or necessary, with respect to a Member’s account immediately, without prior notice or incurring any liability, for any reason.

16.2          If TEACHERSMARKETPLACE terminates a User’s account, that User’s right to use the Service will immediately cease.

16.3          Users may terminate their Member account at any time and for any reason, and TEACHERSMARKETPLACE will make available through the Service reasonable means for Users to do so.

16.4          All provisions of the Terms will survive termination, including, without limitation, ownership provisions, licenses, warranty disclaimers, indemnity, and limitations of liability.

17.              Miscellaneous Provisions

17.1          Reproduction Prohibited

No material from this site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, other than in accordance with these Terms. Modification of the materials or use of the materials for any other purpose is prohibited.

17.2          Entire Terms

The Terms of Service, including the Copyright Policy and Privacy Policy of TEACHERSMARKETPLACE, which are incorporated by reference above, constitute the entire Terms between Users and TEACHERSMARKETPLACE and governs use of the Service.

17.3          No Agency

TEACHERSMARKETPLACE is not the agent or representative of any Users (including any Sellers or Buyers), TEACHERSMARKETPLACE is a service provider that enables Users to communicate with and sell buy goods from each other.

17.4          Waiver and Severability

17.4.1        The failure of TEACHERSMARKETPLACE to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

17.4.2        If any provision of these Terms shall be held unlawful, void or unenforceable for any reason, then that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions. The severed provision shall be deemed modified so that its purpose can be lawfully effectuated and enforced.

17.5          Notices

TEACHERSMARKETPLACE may provide Users with notices, including, without limitation, those regarding changes to these Terms and any other service-related announcements, by email or posting notices on the Service.

17.6          Future Modifications of Terms of Service

TEACHERSMARKETPLACE reserves the right to modify the Terms of Services at any time, by posting the amended Terms on this website. Continued use of the Service indicates acceptance of the amended Terms of Service. If you do not agree to these Terms or any modified version of these Terms, do not continue to use the Service or access the web-site.

17.7          Future Changes in the Service.

TEACHERSMARKETPLACE reserves the right at any time, and from time to time, to modify, suspend, or discontinue providing the Service or any part thereof with or without notice. TEACHERSMARKETPLACE will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

18.              Goods and Services Tax

 

18.1          Users agree that they are solely and exclusively responsible for any GST that applies to any sales made in connection with the Service.

18.2          The amount payable for any taxable supply made under or in accordance with this Agreement is exclusive of GST.

18.3          The amount payable for any taxable supply made under or in accordance with this Agreement shall be increased by the rate of GST imposed by law.

18.3.1        Sellers residing in a country other than Australia are not required to add GST to their selling prices.

18.4          Tax invoice

A party making a taxable supply under or in accordance with this Agreement must give to the party receiving the taxable supply a tax invoice. 

18.5          ABN Declaration

18.5.1          When a seller's sales for a quarter exceed A$75 for the first time, an ABN Notification must be completed and sent to Teachers Marketplace. This form will be kept on file for 5 years and only needs to be submitted once.

18.5.2        If this form is not supplied, Teacher's Marketplace is legally required by the ATO to withhold 46.5% of the total quarterly payment.

18.5.3        The ABN Declaration does not need to be completed by a) ABN Holders or b) International sellers

18.6          Interpretation

The terms used in this clause have the same meanings as those terms and phrases in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

19.              General

19.1          Governing law

This Agreement is governed by the laws of South Australia and the Commonwealth of Australia.

19.2          Jurisdiction

The parties submit to the jurisdiction of the Courts of South Australia and the Commonwealth of Australia.  Any proceeding brought in the Federal Court of Australia must be instituted in its South Australia District Registry.

19.3          Relationship

Unless otherwise specified nothing in this Agreement creates a relationship of principal and agent, employer and employee, partnership or joint venture between the parties.

19.4          Severance

Any provision of this Agreement that is invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect.  If that is not possible, that provision must be excluded from this Agreement but only to the extent necessary to avoid that effect.  All other provisions of this Agreement continue to be valid and enforceable.

Last Updated: 20 January 2013