Services

e-Fuse provides document-to-eLearning conversion and eLearning development services, which may include converting Word documents, PDF files, PowerPoint presentations, videos, audio files, and other materials provided by the Client into eLearning modules, courses, or related digital learning content ("Deliverables").

The specific scope, timeline, and cost of each project will be agreed in a separate Project Agreement or Statement of Work ("SOW") issued by e-Fuse prior to commencement of work.

Client Obligations and Warranties

By submitting content to e-Fuse, the Client warrants and represents that:

• They are the legal owner of all submitted materials, or have obtained all necessary rights, licences, and permissions to share the materials with e-Fuse for the purposes of this Agreement
• The materials do not infringe the intellectual property rights, privacy rights, or any other rights of any third party
• The materials do not contain any unlawful, defamatory, obscene, or otherwise inappropriate content
• Where materials contain personal information about third parties, the Client has obtained all necessary consents required under applicable privacy laws
• The Client has the authority to enter into this Agreement on behalf of the organisation they represent

The Client agrees to provide all necessary materials, approvals, and feedback in a timely manner to allow e-Fuse to complete the project within the agreed timeframe. Delays caused by the Client may result in revised timelines or additional charges.

Intellectual Property

3.1 Client Content

The Client retains full ownership of all source materials, documents, videos, audio files, and other content submitted to e-Fuse ("Client Content"). e-Fuse acquires no ownership rights in Client Content by virtue of this Agreement.

3.2 Deliverables

Upon receipt of full payment, e-Fuse assigns to the Client all intellectual property rights in the final Deliverables created specifically for that Client project. The Client will own the finished eLearning product outright.

3.3 e-Fuse Materials

Notwithstanding clause 3.2, e-Fuse retains full ownership of all pre-existing and independently developed materials, including but not limited to:

• Templates, frameworks, design systems, and style guides
• Authoring tool configurations, custom interactions, and code libraries
• Proprietary processes, methodologies, and workflows
• Any tools, software, or assets developed by e-Fuse independently of the Client project

These e-Fuse Materials may be used in the creation of Deliverables but remain the exclusive property of e-Fuse.

3.4 Licence to Use e-Fuse Materials

Where e-Fuse Materials are incorporated into the Deliverables, e-Fuse grants the Client a non-exclusive, non-transferable, royalty-free licence to use those e-Fuse Materials solely as part of the Deliverables for the Client's internal business purposes.

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement ("Confidential Information"), and not to disclose such information to any third party without prior written consent, except:

• As required by law or a court or regulatory order
• To the party's employees, contractors, or advisors who need to know the information for the purposes of this Agreement and are bound by equivalent confidentiality obligations
• Information that is or becomes publicly available through no fault of the receiving party

e-Fuse will not use Client Content for any purpose other than the provision of the agreed services, including not using Client Content for marketing, portfolio samples, training, or demonstrations without the Client's prior written consent.

Confidentiality obligations under this clause survive termination of this Agreement for a period of three (3) years.

File Submission and Data Security

Clients may upload materials via the e-Fuse website upload portal. By uploading files, the Client confirms they have the right to share the content and agrees to the terms of this Agreement.

e-Fuse will take reasonable technical and organisational measures to protect submitted files from unauthorised access, loss, or disclosure. However, e-Fuse cannot guarantee the absolute security of data transmitted over the internet and accepts no liability for breaches beyond our reasonable control.

e-Fuse will retain Client files only for as long as necessary to complete the project and for a reasonable period thereafter (no longer than 12 months), unless a longer retention period is agreed in writing or required by law. Clients may request deletion of their files at any time by contacting us in writing.

Fees and Payment

Fees for each project will be set out in the applicable SOW or project quote. Unless otherwise agreed in writing:

• A deposit of 50% of the total project fee is payable prior to commencement of work
• The remaining balance is payable upon delivery of the final Deliverables
• Invoices are due within fourteen (14) days of the invoice date
• Overdue invoices will accrue interest at the rate of 2% per month on the outstanding balance

e-Fuse reserves the right to withhold delivery of Deliverables until all outstanding fees have been paid in full.

All fees are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. Where applicable, GST will be added to invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Revisions and Approval

Each project includes a standard number of revision rounds as specified in the SOW. Additional revisions beyond the agreed scope will be charged at e-Fuse's then-current hourly rate.

The Client is responsible for reviewing Deliverables and providing written approval or feedback within the timeframe specified in the SOW. If the Client does not respond within that timeframe, the Deliverables will be deemed approved.

Limitation of Liability

To the maximum extent permitted by law:

• e-Fuse's total liability to the Client for any claim arising out of or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) is limited to the total fees paid by the Client for the specific project giving rise to the claim
• e-Fuse is not liable for any indirect, incidental, consequential, special, or punitive loss or damage, including loss of profits, loss of data, or loss of business opportunity
• e-Fuse is not liable for any loss or damage caused by the Client's failure to comply with its obligations under this Agreement, including providing inaccurate or unlawful content

Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable Australian law, including consumer guarantees under the Australian Consumer Law.

Indemnity

The Client agrees to indemnify, defend, and hold harmless e-Fuse and its officers, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of any warranty or obligation under this Agreement
• Any claim that Client Content infringes the intellectual property or other rights of any third party
• The Client's use of the Deliverables in a manner not contemplated by this Agreement

Termination

Either party may terminate this Agreement (or a specific project) by giving fourteen (14) days written notice to the other party.

e-Fuse may terminate immediately if the Client:

• Fails to make payment when due and does not remedy the failure within seven (7) days of written notice
• Breaches any material term of this Agreement and does not remedy the breach within fourteen (14) days of written notice
• Becomes insolvent, enters administration, or ceases to carry on business

Upon termination, the Client must pay for all work completed up to the date of termination. Where a deposit has been paid and work has not commenced, e-Fuse will refund the deposit less any reasonable costs incurred.

Privacy

e-Fuse is committed to protecting personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy, available on our website, sets out how we collect, use, store, and disclose personal information.

By engaging e-Fuse, the Client consents to the collection and use of their contact and business information for the purposes of delivering our services, communicating about projects, and sending relevant business updates. Clients may opt out of marketing communications at any time.

Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement, the parties agree to:

• First attempt to resolve the dispute through good faith negotiation within fourteen (14) days of one party notifying the other of the dispute
• If negotiation fails, refer the dispute to mediation administered by a mutually agreed mediator before commencing any legal proceedings
• If mediation fails to resolve the dispute within thirty (30) days, either party may pursue legal remedies

This Agreement is governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.

General

13.1 Entire Agreement

This Agreement, together with any applicable SOW or project quote, constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings.

13.2 Amendments

e-Fuse may update these Terms and Conditions from time to time. Updated terms will be posted on our website. Continued use of our services after an update constitutes acceptance of the revised terms.

13.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

13.4 Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that party's rights.

13.5 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without e-Fuse's prior written consent. e-Fuse may assign its rights and obligations to a related entity or in connection with a sale of the business.

Contact

For any questions regarding these Terms and Conditions, please contact: