Terms & Conditions

SERVICES

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Nimbus 9 Pty provides business-to-business digital content and learning services, including but not limited to:

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1. Content & Document Transformation — Converting existing information into professional, modern, consistent digital content.

2. Operational & Workforce Learning — Transforming procedures, systems, and technical knowledge into practical tools employees can use.

3. eLearning & Digital Learning — Converting existing content into structured, interactive, and measurable learning.

4. Multimedia, Accessibility & Learning Systems — Producing multimedia, remediating accessibility, organising content, and deploying/managing learning through Learning Management Systems (LMS).

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Specific deliverables, timelines, and fees for each engagement will be set out in a separate written proposal, statement of work, or service agreement between you and Nimbus 9 Pty Ltd. In the event of any inconsistency between these Terms and a signed service agreement, the service agreement will prevail to the extent of the inconsistency.

 

LIMITATION OF LIABILITY

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It is an essential pre-condition to you using our website that you agree and accept that Nimbus 9 Pty Ltd is not legally responsible for any loss or damage you might suffer related to your use of the website, whether from errors or from omissions in our documents or information, any goods or services we may offer, or from any other use of the website. Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable.

It shall be your own responsibility to ensure that any products, services, or information available through this website meet your specific, personal requirements. You acknowledge that such information and materials may contain inaccuracies or errors, and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

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To the fullest extent permitted by law, Nimbus 9 Pty Ltd's total aggregate liability arising out of or in connection with any service engagement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by you to Nimbus 9 Pty Ltd for the specific service giving rise to the claim.

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Nimbus 9 Pty Ltd is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or damage to goodwill, even if we have been advised of the possibility of such damages.

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COMPETITION AND CONSUMER ACT

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For the purposes of Schedule 2 of the Australian Consumer Law, in particular Sections 51 to 53, 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), Nimbus 9 Pty Ltd's liability for any breach of a term of this agreement is limited to: the supplying of the services to you again; or the payment of the cost of having the services supplied to you again.

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You must be over 18 years of age to use this website and to purchase any goods or services.

 

DIGITAL SERVICE DELIVERY

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As our services are primarily digital in nature, the following provisions apply:

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• Delivery: Digital deliverables (including eLearning modules, transformed documents, multimedia assets, and LMS-deployed content) will be delivered electronically via agreed channels (e.g., file transfer, cloud storage, LMS upload, or email). Delivery is deemed to have occurred when the deliverables are made available to you or uploaded to your nominated system.

• Acceptance: Unless otherwise specified in a service agreement, you have fourteen (14) days from delivery to review deliverables and notify us in writing of any material non-conformity with the agreed specifications. If no such notice is received within this period, the deliverables are deemed accepted.

• Revisions: The number of revision rounds included in a project will be specified in the relevant service agreement. Additional revisions beyond the agreed scope may attract additional fees.

• Client Dependencies: Timely delivery depends on your provision of required content, feedback, approvals, access to systems, and subject matter experts. Delays caused by client dependencies may result in adjusted timelines and/or additional costs.

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RETURNS AND REFUNDS (DIGITAL SERVICES)

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Nimbus 9 Pty Ltd handles refunds in accordance with the Australian Consumer Law.

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Given the custom and digital nature of our services:

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• Custom Digital Deliverables: Where services have been performed and deliverables provided (e.g., custom eLearning modules, transformed documents, multimedia assets), refunds are not available except where required by the Australian Consumer Law (e.g., major failure to comply with consumer guarantees).

• Deposits: Deposits paid to secure project commencement are non-refundable once work has commenced, except where required by law.

• Subscription or Retainer Services: Where services are provided on an ongoing retainer or subscription basis (e.g., LMS management), cancellation terms will be set out in the relevant service agreement.

• Refund Process: Approved refunds will be processed promptly and paid via the same method used for the original payment. Refund payments may take up to 7 business days to be received.

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Nothing in this clause excludes, restricts, or modifies any rights you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified.

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INTELLECTUAL PROPERTY

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Our Website and Pre-existing Materials

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This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, trademarks, graphics, code, and underlying frameworks. You are not permitted to reproduce the documents, information, or materials on the website for the purposes of sale or use by any third party.

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Any redistribution or reproduction of part or all of the contents of this website in any form is prohibited other than the following: you may print or download to a local hard disk extracts for your personal and non-commercial use only; and you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material.

 

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.

 

Client Materials

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You retain all rights, title, and interest in any content, documents, procedures, data, trademarks, or other materials you provide to us for the purpose of delivering our services ("Client Materials"). You grant us a limited, non-exclusive licence to use, reproduce, modify, and adapt the Client Materials solely for the purpose of delivering the agreed services.

 

You warrant that you have all necessary rights and permissions to provide the Client Materials to us and that our use of the Client Materials as contemplated by these Terms and any service agreement will not infringe the intellectual property rights of any third party.

 

Produced Deliverables

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Unless otherwise agreed in writing:

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• Upon full payment of all fees, you are granted a perpetual, non-exclusive, worldwide licence to use, reproduce, and deploy the final digital deliverables produced by Nimbus 9 Pty Ltd for your internal business purposes.

• Nimbus 9 Pty Ltd retains ownership of all underlying tools, templates, frameworks, source files, code libraries, and methodologies used in the production of deliverables. Where source files are to be transferred to you, this will be specified in the service agreement and may attract an additional fee.

• Nimbus 9 Pty Ltd reserves the right to retain a portfolio copy of non-confidential, anonymised work for marketing and demonstration purposes, unless you request otherwise in writing.

 

LMS AND THIRD-PARTY PLATFORMS

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Where we deploy, host, or manage content on a Learning Management System or other third-party platform:

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• You acknowledge that LMS platforms (e.g., Moodle, Canvas, Blackboard, or other systems) are third-party services subject to their own terms, privacy policies, and uptime guarantees.

• Nimbus 9 Pty Ltd is not responsible for outages, data loss, security breaches, or functionality failures caused by the LMS provider or by your own systems and infrastructure.

• Where we manage content on your LMS, you are responsible for maintaining valid licences, user accounts, and administrative access as required.

• Upon termination of any LMS management service, we will, at your direction, either return or securely destroy learner data and content in our possession, subject to any legal retention requirements.

 

ACCESSIBILITY SERVICES

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Where we provide accessibility remediation or compliance services:

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• Our services are provided in accordance with the accessibility standards agreed in the relevant service agreement (e.g., WCAG 2.1/2.2 at a specified conformance level).

• You acknowledge that accessibility compliance is an ongoing obligation and that content changes made by you or third parties after our remediation may affect ongoing compliance.

• Unless engaged on an ongoing basis, we are not responsible for maintaining accessibility compliance after the completion of the agreed remediation work.

 

LINKS TO OTHER WEBSITES

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Nimbus 9 Pty Ltd may from time to time provide on its website links to other websites and information on those websites for your convenience. This does not necessarily imply sponsorship, endorsement, approval, or arrangement between Nimbus 9 Pty Ltd and the owners of those websites. Nimbus 9 Pty Ltd takes no responsibility for any of the content found on the linked websites.

 

Nimbus 9 Pty Ltd's website may contain information provided by third parties for which Nimbus 9 Pty Ltd accepts no responsibility whatsoever for information or advice provided to you directly by third parties. We are making a 'recommendation' only and are not providing any advice, nor do we take any responsibility for any advice received in this regard.

 

DISCLAIMER

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To the fullest extent permitted by law, Nimbus 9 Pty Ltd absolutely disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose. Nimbus 9 Pty Ltd gives no warranty that the documents, goods, or services will be free of errors, or that defects will be corrected, or that our website or its server is free of viruses or any other harmful components.

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Whilst we, at all times, endeavour to have the most accurate, reliable, and up-to-date information on our website, we do not warrant or make any representations regarding the use or the result of the use of any document, product, service, link, or information on its website or as to their correctness, suitability, accuracy, reliability, or otherwise.

 

It is your sole responsibility and not the responsibility of Nimbus 9 Pty Ltd to bear any entire costs of servicing, repairs, or correction. The applicable law in your state or territory may not permit these exclusions, particularly the exclusions of some implied warranties. Some of the above may not apply to you, but you must ensure you are aware of any risk you may be taking by using this website or any products or services that may be offered through it. It is your responsibility to do so.

 

YOUR PRIVACY

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At Nimbus 9 Pty Ltd, we are committed to protecting your privacy. We use the information we collect about you to maximize the services that we provide to you. Nimbus 9 Pty Ltd respects the privacy and confidentiality of the information provided by you and adheres to the Australian Privacy Principles established pursuant to the Privacy Act 1988 (Cth). Please read our separate Privacy Policy carefully.

 

You may change your details at any time by advising us in writing via email. All information we receive from our customers is protected by our secure servers.

Nimbus 9 Pty Ltd's secure server software encrypts all customer information before it is sent to us. Furthermore, all of the customer data Nimbus 9 Pty Ltd collects is secured against unauthorized use or access. Credit card information is not stored by us on our servers.

 

THIRD PARTIES

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Nimbus 9 Pty Ltd does not and will not sell or deal in personal or customer information. We may, however, use in a general sense without any reference to your name, your information to create marketing statistics, identify user demands, and to assist us in meeting customer needs generally. In addition, we may use the information that you provide to improve our website and services but not for any other use.

 

DISCLOSE YOUR INFORMATION

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Nimbus 9 Pty Ltd may be required, in certain circumstances, to disclose information in good faith and where Nimbus 9 Pty Ltd is required to do so in the following circumstances: by law or by any court; to enforce the terms of any of our customer agreements; or to protect the rights, property, or safety of Nimbus 9 Pty Ltd, its customers, or third parties.

 

EXCLUSION OF COMPETITORS

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If you are in the business of creating similar digital content, eLearning, document transformation, accessibility, or learning services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor of Nimbus 9 Pty Ltd. Nimbus 9 Pty Ltd expressly excludes and does not permit you to use or access its website, to download any documents or information from its website, or obtain any such documents or information through a third party. If you breach this term, then Nimbus 9 Pty Ltd will hold you fully responsible for any loss that it might sustain and further holds you accountable for all profits that you might make from such unpermitted and improper use. Nimbus 9 Pty Ltd reserves the right to exclude and not permit any person from using its website or any of the documents and information contained on it.

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COPYRIGHT, TRADEMARK AND RESTRICTIONS OF USE

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This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, trademarks, and graphics. You are not permitted to reproduce the documents, information, or materials on the website for the purposes of sale or the use by any third party. In particular, you are not permitted to republish, upload, transmit electronically or otherwise, or distribute any of the materials, documents, or products that may be available for download from time to time on this website.

 

Nimbus 9 Pty Ltd expressly reserves all copyright and trademark in its website and in all documents and information on its website and reserves the right to take action against you if you breach any of these terms.

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Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following: you may print or download to a local hard disk extracts for your personal and non-commercial use only; and you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material.

 

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.

 

PAYMENT TERMS

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Unless otherwise specified in a service agreement:

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• Invoices are payable within fourteen (14) days of the date of invoice.

• We may require a deposit before commencing work on a project.

• Late payments may attract interest at a rate specified in the service agreement or, if not specified, at the rate prescribed by the Penalty Interest Rates Act or equivalent legislation in your jurisdiction.

• We reserve the right to suspend or terminate services where payment is overdue.

 

CONFIDENTIALITY

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Each party agrees to keep confidential all non-public information received from the other party in connection with the services, and to use such information only for the purposes of performing obligations under these Terms or any service agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

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TERMINATION

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Either party may terminate a service engagement in accordance with the terms of the relevant service agreement. In the absence of a specified termination clause:

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• Either party may terminate for convenience with thirty (30) days' written notice.

• Either party may terminate immediately for material breach that remains unremedied after fourteen (14) days' written notice.

• Upon termination, you are liable for payment for all work performed and deliverables provided up to the date of termination.

 

WHOLE AGREEMENT

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These terms and conditions represent the whole agreement between you and Nimbus 9 Pty Ltd concerning your use and access to Nimbus 9 Pty Ltd's website and your use and access to the documents and information on it. No other term is to be included in this agreement except where it is required to be included by any legislation of the Commonwealth or any State or Territory. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded.

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EXCLUSION OF UNENFORCEABLE TERMS

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Where any clause or term above would by any applicable statute be illegal, void, or unenforceable in any State or Territory, then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause, if legal and enforceable in any other State or Territory, shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.

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