Terms & Conditions

Administrator

A person designated in SmartSuite or another FSI product 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.

AUP

FSI's Acceptable Use Policy, available at functionalsolutions.com.au/AUP.

Services

The FSI products and services you subscribe to, including but not limited to SmartSuite, TV4Education, SmartClassrooms, SmarteCloud, SmartLessons, MyLessons, MyTV4Education and TV4Ed Essentials.

Subscriber, you or your

The customer named on the Invoice.

2.1 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.

3.1 Licence

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 and this Agreement.

3.2 Restrictions

You must not sub-license, resell, or otherwise make the Services available to third parties except as expressly permitted by your subscription. You must not use the Services for any commercial, professional or research activity outside the scope of your authorised educational or library use.

You are responsible for:

• Maintaining accurate user permissions and Administrator details.
• Ensuring all users comply with the AUP, relevant laws, and applicable third-party licences, including Screenrights for TV4Education.
• Preventing unauthorised access to your accounts and credentials.
• Managing the suitability of content for your users.
• Ensuring your educational institution maintains an active Screenrights licence for TV4Education where required.

You are also responsible for ensuring that your use of the Services, and your instructions to FSI, comply with applicable privacy and data protection laws in your jurisdiction.

5.1 Customer Data Ownership

You own all Customer Data.

5.2 FSI Use of Customer Data

FSI may store, process and analyse Customer Data solely to deliver, support and improve the Services, maintain security, integrity and availability of the Services, comply with legal obligations and licensing requirements, including Screenrights reporting, and generate de-identified or aggregated insights that do not identify individuals.

5.3 Proprietary Data

Proprietary Data is owned exclusively by FSI and will not be included in any data extractions.

5.4 Privacy and personal information

FSI's handling of personal information is governed by its Privacy Policy, available at functionalsolutions.com.au/privacy. By using the Services, you acknowledge that FSI will collect, use, store and disclose personal information as described in the Privacy Policy and this Agreement. FSI will not sell or rent personal information, and will only share it with third parties as described in the Privacy Policy, including approved sub-processors where applicable.

5.5 Marketing and lead generation

Where contact information is submitted through FSI public websites or landing pages for lead generation purposes, FSI may use that information to communicate about upcoming events, product releases, service updates and related promotional activity. FSI will not sell or rent this information to third parties. FSI will not include active users of its products in lead generation marketing activities.

6.1 Customer Data Extraction

You may request a Customer Data Extraction at any time.

6.2 Format

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 per 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.

6.4 Deletion

Deletion of Customer Data from FSI systems following extraction or termination is carried out in line with the Privacy Policy and FSI's internal data retention and deletion procedures.

7.1 Fees

All fees are payable as specified on your establishment or renewal Invoice.

7.2 Payment difficulties

If you are experiencing difficulty paying your renewal on time, contact the accounts team so an arrangement can be discussed: accounts@functionalsolutions.com.au.

7.3 Prepayment and refunds

All Subscription Fees are payable in advance for the full subscription term and are non-refundable if you cancel or stop using the Services, except where required by law (including under the Australian Consumer Law). FSI is not obliged to provide any refund for change-of-mind or early cancellation.

7.4 Discretionary goodwill refunds

Without limiting clause 7.3, FSI may, in its absolute discretion, offer a partial goodwill refund where a Subscriber cancels a 12-month subscription after the commencement of the subscription term. Any goodwill refund:

• will not be offered where the cancellation is requested within the first month of the subscription term;
• if offered, will be calculated as a percentage of the remaining prepaid Subscription Fees for the then-current term, and in no case will exceed sixteen per cent (16%) of that remaining balance; and
• may be considered only where more than ten (10) months remain in the then-current 12-month term at the time of the cancellation request.

This commercial policy does not limit or replace any rights you may have under the Australian Consumer Law or other applicable law, including your rights to a refund or other remedy where there is a major failure with the Services.

8.1 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 applies, and 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.

9.1 Marketplace Access

The FSI Marketplace provides subscribers with access to discounted goods and services from third-party Marketplace Partners as an added benefit of subscription.

9.2 Due Diligence and customer checks

FSI undertakes reasonable due diligence when onboarding Marketplace Partners, but customers must conduct their own checks before engaging any Marketplace Partner to ensure their products or services meet their needs.

9.3 Warranties and support

All warranties, product guarantees and after-sales support are the sole responsibility of the relevant Marketplace Partner. The 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.

9.4 Liability for Marketplace Partners

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. Marketplace Partners are independent third parties and not agents or representatives of FSI.

9.5 Added value

FSI may help facilitate resolutions with Marketplace Partners, but responsibility for performance remains with the Marketplace Partner.

10.1 Ticket Levels

10.2 SLA Response Times

Level 1 and 2 tickets receive a response within four (4) business hours during standard support hours. Level 3 and 4 tickets receive immediate prioritisation, with status updates provided within four (4) business hours.

10.3 Definition of Response

A response means acknowledgement of the request, assignment of a ticket number and initial engagement by FSI support staff. A response does not mean resolution. Resolution timeframes vary depending on the complexity of the issue, customer environment and any third-party factors outside FSI's control.

10.4 SLA Applicability

SLA timeframes commence when a properly lodged request is received through official channels, including support@functionalsolutions.com.au, 1800 241 709 option 1, the FSI mailbox or ticketing portal, or concierge support.

10.5 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 and specialised routing or booking sessions.

FSI is not responsible for failures or interruptions caused by third-party systems, networks or services unless directly caused by FSI's negligence.

12.1 Termination by FSI for Cause

FSI may suspend or terminate your access to the Services immediately by written notice if you or any Authorised User:

• breach this Agreement, the AUP or applicable law and fail to remedy that breach within 14 days after receiving written notice, if the breach is capable of remedy; or
• commit a breach that is not capable of remedy, including deliberate or repeated:
  • sharing of login details or credentials with unauthorised third parties;
  • scraping, harvesting or attempting to extract data from the Services by automated means; or
  • compromising or attempting to compromise the security, integrity or availability of the Services.

If FSI terminates the Services under this clause due to your breach, you are not entitled to any refund of prepaid Subscription Fees, and any unpaid fees for the remainder of the then-current subscription term will remain payable to the extent permitted by law.

12.2 Termination by Customer for Cause

You may terminate this Agreement if FSI materially breaches this Agreement and fails to remedy the breach within 14 days after receiving written notice.

12.3 Termination by FSI for Convenience

FSI may terminate this Agreement at any time for convenience by giving written notice. In that case, FSI will provide a pro-rata refund of prepaid Subscription Fees for the unused portion of the then-current subscription term.

12.4 Early Termination Without Cause by Customer

If you terminate without cause, you must pay the remaining Subscription Fees for the term unless otherwise agreed in writing by FSI.

12.5 Effect of Termination and Data Handling

Customer Data will be handled in accordance with section 6 and FSI's Privacy Policy. If you request a Customer Data Extraction under section 6, FSI will complete the extraction, verify it and provide it to you, and following confirmation of delivery, Customer Data will be permanently deleted from FSI systems in line with FSI deletion procedures. If no Customer Data Extraction is requested, FSI may retain Customer Data for up to six (6) months after termination or expiry, after which it will be permanently deleted from FSI systems, subject to any legal retention obligations.

You 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 authorised use.
• 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.

14.1 Indemnity in favour of FSI

You indemnify and hold harmless FSI, its officers, employees and contractors from and against any claims, losses, damages, liabilities, costs or expenses, including reasonable legal fees, arising from:

• Any breach of this Agreement by you or your Authorised Users.
• Any misuse of the Services by you or your Authorised Users, including use contrary to the AUP or applicable law.
• Any claim that Customer Data, or your use of the Services, infringes the intellectual property, privacy or other rights of a third party.
• Any failure by you to obtain or maintain required licences or permissions, including Screenrights licences for TV4Education.

14.2 Indemnity in favour of the Subscriber

FSI will indemnify you against any direct loss, damage or reasonable costs you incur as a result of a third-party claim that the Services, when used in accordance with this Agreement and FSI documentation, infringe that third party's intellectual property rights, except to the extent the claim arises from:

• Your modifications or configurations not authorised in writing by FSI.
• Your use of the Services in combination with equipment, software, data or processes not supplied or approved by FSI.
• Your breach of this Agreement.

If such a claim arises, FSI may, at its option and cost:

• Modify the Services so they are non-infringing but materially equivalent; or
• Replace the affected component with a non-infringing equivalent; or
• Terminate the affected Service and provide a pro-rata refund of prepaid fees for the unused term.

14.3 Indemnity conditions

The indemnities in this section are subject to the indemnified party:

• Promptly notifying the other party of the claim;
• Allowing the other party to control the defence and settlement of the claim, acting reasonably; and
• Providing reasonable assistance at the other party's cost.

14.4 Proportionate responsibility

Your indemnity does not apply to the extent a claim, loss or damage is caused or contributed to by FSI's negligence, wilful misconduct or breach of this Agreement, and FSI's indemnity does not apply to the extent caused or contributed to by your negligence, wilful misconduct or breach.

15.1 Overall cap

To the maximum extent permitted by law, including 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 you in the twelve (12) months immediately preceding the event giving rise to the liability.

15.2 Excluded types of loss

To the maximum extent permitted by law, FSI is not liable for:

• Loss of profit, revenue, business, savings, goodwill or data; or
• Indirect, special or consequential loss or damage, however arising, including due to negligence.

15.3 Non-excludable rights

Nothing in this Agreement excludes, restricts or modifies any consumer guarantees, rights or remedies you may have under the Australian Consumer Law or any other law that cannot be excluded, restricted or modified. Where liability cannot be excluded but can be limited, and the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, FSI's liability is limited, at its option, to resupplying the Services or paying the cost of having the Services resupplied.

15.4 Carve-outs from the cap

The limitation in section 15.1 does not apply to:

• Your obligation to pay fees under this Agreement;
• Your indemnity obligations under section 14.1; or
• Any liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law.

16.1 No liability for certain events

Neither party will be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, if the delay or failure is caused by an event beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, labour disputes, utility failure, government restrictions, or communication or transport disruptions.

16.2 Mitigation

The affected party must promptly notify the other party of the force majeure event and take reasonable steps to mitigate its effects.

16.3 Ongoing subscriptions

Access to FSI services, including support, data management and Marketplace partnerships, requires an active subscription, and a force majeure event affecting your facilities or operations does not relieve you of payment obligations under this Agreement.

16.4 Extended events

If a force majeure event continues for more than 60 consecutive days and materially prevents performance of obligations, either party may terminate this Agreement on written notice without liability other than accrued payment obligations.

17.1 Form of notice

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.

17.2 Deemed receipt

A notice is deemed received:

• If delivered by hand, at the time of delivery;
• If sent by prepaid post, three business days after posting, or seven business days after posting if sent internationally;
• 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.

17.3 Proof

Proof of sending by post or email is sufficient evidence of receipt.

This 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.

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements relating to the same subject matter. FSI may update these terms with 30 days' notice, including by publishing updated terms on its website and notifying Administrators by email.

For questions about these Terms and Conditions, support matters, billing enquiries, or complaints requiring escalation, please contact:

FSI will direct escalated complaints or disputes to the appropriate internal decision-maker for review.