Terms and Conditions

1. Definitions

Administrator – A person designated in SmartSuite as an administrator for your institution.
Authorised User(s) – Any individual who is:
(a) formally enrolled as a student of the Subscriber (in the case of educational institutions), or
(b) a member of the Subscriber (in the case of private or community libraries), or
(c) employed or engaged directly by the Subscriber as teaching staff, library staff, administrative staff, or organisational leadership.

Authorised Users may also include parents or guardians of enrolled students, but only for the purposes of supporting their child’s education through the Services. Use of the Services by parents, guardians, or members is limited strictly to educational or personal enrichment purposes. No commercial, professional, or independent research use is permitted.Authorised Users expressly exclude:Any contractors, consultants, or agents of third-party service providers who supply or promote products or services in competition with FSI; and

Any other third parties not directly employed, enrolled, or recognised as members by the Subscriber, unless expressly approved in writing by FSI.

Broadcast Content – Content recorded and delivered by TV4Education under the Screenrights licence scheme.Customer Data – All data you upload, store, or otherwise provide to FSI.Invoice – The subscription and configuration details for your Services, as recorded on the invoice issued by FSI.Proprietary Data – FSI-owned data, including SmartNetwork ratings, ACARA-Sync Data, Virtual Librarian recommendations, Follow Me insights, aggregated datasets, system usage analytics, algorithms, and other non-customer-owned data.UAP – FSI’s Acceptable Use Policy.2. Agreement Term & Renewal2.1 Subscription Term – This Agreement begins on your subscription start date and continues for a period of twelve (12) months, unless a different subscription term is expressly stated on your invoice.2.2 Automatic Renewal – Subscriptions automatically renew for successive twelve (12) month terms (or the alternative term stated on your invoice) unless cancelled by an Administrator by providing written notice to FSI at support@functionalsolutions.com.au or accounts@functionalsolutions.com.au at least thirty (30) days prior to the renewal date.3. Grant of Licence & Permitted Use3.1 FSI grants you a limited, revocable, non-exclusive, non-transferable licence for authorised users to access and use the Services for your internal purposes, in line with your subscription.
3.2 You must not sub-license, resell, or otherwise make the Services available to third parties except as expressly permitted by your subscription.4. Customer ResponsibilitiesYou are responsible for:
a. Maintaining accurate user permissions;
b. Ensuring all users comply with the UAP, relevant laws, and applicable third-party licences (including Screenrights for TV4Education);
c. Preventing unauthorised access to your accounts;
d. Managing the suitability of content for your users; and
e. Ensuring your educational institution maintains an active Screenrights licence for TV4Education.5. Data & Proprietary Content5.1 Customer Data Ownership – You own all Customer Data.
5.2 FSI Use of Data – We may store, process, and analyse Customer Data solely to deliver and improve the Services, comply with legal obligations, and meet licensing requirements.
5.3 FSI Proprietary Data – Proprietary Data (including SmartNetwork ratings, ACARA-Sync Data, Virtual Librarian recommendations, Follow Me insights, aggregated datasets, algorithms, and usage analytics) will not be included in any data extractions.6. Data Extraction6.1 You may request a Customer Data Extraction at any time.
6.2 Data Extractions will be delivered in an industry-standard format determined by FSI.
6.3 Data Extraction Fee – As part of your subscription, FSI does not charge separate fees for onboarding, data conversion, installation, configuration, or training. Where a Data Extraction is requested, a nominal fee not exceeding $950+GST per library or database (whichever is greater) applies to recover reasonable costs. This fee covers secure preparation, delivery, verification, and permanent deletion of your Customer Data from FSI systems. Proprietary Data will not be extracted.7. Payment Terms7.1 All fees are payable as specified on your establishment or renewal invoice.
7.2 If you are experiencing difficulty paying your renewal on time, contact our accounts team so we can work with you on an arrangement: accounts@functionalsolutions.com.au
7.3 All Subscription Fees are payable in advance and are non-refundable, except where required by law.8. TV4Education – Broadcast Content Terms8.1 Educational Use Only – Broadcast Content is for educational use within your licensed institution only and must comply with Screenrights licence terms.
8.2 Licence Scope – One physical campus per licence; multi-campus sites require separate licences.
8.3 Restrictions – You must not copy, redistribute, upload, or communicate Broadcast Content to any third party or competing service.
8.4 Fair Use Limits – FSI may apply fair use limits to ensure equitable access for all subscribers.
8.5 Screenrights Compliance – If your Screenrights licence lapses, FSI may suspend or terminate access to TV4Education until the licence is reinstated. This does not constitute a breach of this Agreement by FSI, nor entitle you to a refund or extension of your subscription term.
8.6 Usage Reporting – By using TV4Education, you agree that FSI may collect non-identifiable watch statistics and provide these to Screenrights for compliance and auditing.9. Privacy & Data Protection9.1 FSI is committed to complying with the Australian Privacy Principles (APPs) under the Privacy Act 1988 (Cth) and any other applicable privacy laws.9.2 FSI will collect, use, store, and disclose personal information strictly in accordance with its Privacy Policy (available at https://www.functionalsolutions.com.au/privacy) and as required to deliver the Services.9.3 Personal information will not be sold, rented, or shared with third parties except:
(a) where necessary to provide or support the Services;
(b) where the Customer has expressly consented; or
(c) where required by law or regulatory obligation.9.4 Customers acknowledge that certain information may be stored in secure cloud-based environments managed by FSI or its authorised service providers, and FSI will take reasonable steps to ensure that all such providers maintain privacy and data protection standards consistent with the APPs.10. FSI Marketplace10.1 The FSI Marketplace provides subscribers with access to discounted goods and services from third-party Marketplace Partners. These offers are made available as an added benefit of your subscription.10.2 FSI undertakes reasonable due diligence when onboarding Marketplace Partners. However, Customers must conduct their own checks before engaging with any Marketplace Partner to ensure the products or services meet their needs.10.3 All warranties, product guarantees, and after-sales support are the sole responsibility of the relevant Marketplace Partner. Your first point of contact for such matters is the Marketplace Partner directly. Concerns about a Partner’s conduct, goods, or services may be escalated to FSI’s support team at support@functionalsolutions.com.au.10.4 FSI is not liable for any loss, damage, cost, or injury arising from, or connected with, Marketplace Partner products or services, including their quality, performance, safety, or fitness for purpose. Customers agree that Marketplace Partners are independent third parties and not agents or representatives of FSI.10.5 The value of the FSI Marketplace lies in our established working relationships with Marketplace Partners, which often enable us to assist customers in resolving issues more effectively than engaging with vendors alone. While FSI may provide support to help facilitate resolutions, responsibility for performance remains with the Marketplace Partner.11. Service Levels (SLA)11.1 Ticket Levels DefinedLevel 1 – General How-To
Basic questions on navigation, standard features, and everyday use.

Level 2 – Advanced How-To / Configuration Support
Complex workflows, reporting, advanced feature configuration (no system failure).

Level 3 – Database Changes / Global Adjustments / Installations
Scheduled or requested tasks requiring elevated access or change control (e.g., schema-safe database changes, bulk/global adjustments, SmartSuite/TV4Ed component installs or upgrades).

Level 4 – Critical Outage
Complete loss of core services or a fault materially preventing teaching or administrative operations where no reasonable workaround exists.

11.2 SLA Response TimesLevel 1 & 2 Tickets – Response within four (4) business hours during standard support hours.

Level 3 & 4 Tickets – Immediate prioritisation, with status updates provided within four (4) business hours.

11.3 Definition of Response
For the purposes of this SLA, a “response” means acknowledgment of the request, assignment of a ticket number, and initial engagement by FSI support staff. A response does not mean resolution. Resolution timeframes will vary depending on the complexity of the issue, customer environment, and any third-party factors outside FSI’s control.11.4 SLA Applicability
SLA timeframes commence when a properly lodged request is received through official channels (e.g. support@functionalsolutions.com.au, 1 800 241 709 opt 1, FSI Mailbox/ticketing portal, or concierge support).11.5 Peak Periods
During high-volume periods (such as stocktake, start-of-year, or end-of-year), SLA response timeframes may be extended. FSI will endeavour to mitigate impact by providing additional support campaigns (including User Engagement Events, Tish Talks posts, and specialised ticket/call routing and booking sessions) to maintain service standards.12. Third-Party IntegrationsFSI is not responsible for failures or interruptions caused by third-party systems, networks, or services unless directly caused by FSI’s negligence.13. Termination & Suspension13.1 Termination by FSI for Cause – FSI may terminate or suspend your access if:
a. You breach this Agreement and fail to remedy within 14 days after written notice;
b. The breach cannot be remedied;
c. You engage in repeated hacking, unauthorised access attempts, or compromise system security;
d. You lose your Screenrights licence (TV4Education) – this is not a breach by FSI;
e. You become insolvent.13.2 Termination by Customer for Cause – You may terminate if FSI materially breaches and fails to remedy within 14 days after written notice.13.3 Termination by FSI for Convenience – FSI may terminate at any time for convenience, with a pro-rata refund of prepaid fees for the unused term.13.4 Early Termination Without Cause by Customer – You must pay the remaining Subscription Fees for the term unless agreed otherwise in writing by FSI.13.5 Effect of Termination – Customer Data will be handled in accordance with Section 6 (Customer Data). Upon termination or expiry of this Agreement:If the Subscriber requests a Customer Data Extraction under Section 6, FSI will complete the extraction, verify it, and provide it to the Subscriber. Following confirmation of delivery, all Customer Data will be permanently deleted from FSI systems.

If no Customer Data Extraction is requested, FSI will retain Customer Data for a period of up to six (6) months after termination or expiry, after which it will be permanently deleted from FSI systems.14. Intellectual Property ProtectionYou must not (and must not permit others to):copy, modify, or reverse engineer the Services, except to the extent expressly permitted by law;

benchmark, evaluate, or use the Services for the purpose of developing, training, or improving any product or service that competes with FSI;

use the Services for any commercial, professional, or research activity outside the scope of the Subscriber’s authorised use; or

extract, harvest, or otherwise access Subscriber or end-user data by means of any tool, script, bot, or application that is not part of the Services provided by FSI.15. Indemnity15.1 The Subscriber indemnifies and holds harmless FSI, its officers, employees, and contractors from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:
(a) any breach of this Agreement by the Subscriber;
(b) any misuse of the Services by the Subscriber; or
(c) any claim that Customer Data, or the Subscriber’s use of the Services, infringes the rights of a third party.15.2 The indemnity in Section 15.1 does not apply to the extent that such claim, loss, damage, liability, cost, or expense is caused by the negligence, wilful misconduct, or breach of this Agreement by FSI.16. Limitation of LiabilityExcept as required by law (including under the Australian Consumer Law), FSI’s total aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the Subscription Fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the liability.To the maximum extent permitted by law, FSI excludes all liability for:any loss of profit, revenue, business, savings, goodwill, or data;

any indirect or consequential loss or damage, however arising.

Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be excluded under applicable law.17. Force Majeure17.1 Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure is caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters (such as flood, fire, or earthquake), epidemics, pandemics, war, terrorism, labour disputes, failure of utilities, government restrictions, or communication or transport disruptions.17.2 The affected party must promptly notify the other party of the force majeure event and take reasonable steps to mitigate its effects.17.3 Access to FSI services, including support, data management, and Marketplace partnerships, requires an active subscription. A force majeure event affecting your facilities or operations does not relieve you of payment obligations under this Agreement, as ongoing subscription is what enables FSI to assist with recovery and provide access to partners who can help remediate the impact of such events.17.4 If a force majeure event continues for more than 60 consecutive days and materially prevents the performance of obligations, either party may terminate this Agreement on written notice without liability (other than in respect of accrued payment obligations).18. Notices18.1 All notices under this Agreement must be in writing and sent by hand, prepaid post, or email to the address last notified by the receiving party.18.2 A notice is deemed received:(a) if delivered by hand — at the time of delivery;

(b) if sent by prepaid post — three business days after posting (or seven business days if sent internationally);

(c) if sent by email — on the day of sending if transmitted before 5:00 pm local time on a business day at the recipient’s location, otherwise on the next business day.

18.3 Proof of sending by post or email is sufficient evidence of receipt.19. Governing LawThis Agreement is governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.20. Entire Agreement & AmendmentsThis Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. FSI may update these terms with 30 days’ notice.