Website Material Terms and Conditions

1. Definitions

1.1 'The Business' means Daniel Agnew, trading under the registered business name Master Spiralling Upwards (ABN 46 218 839 945).

1.2 'Customer' means the person who purchases, subscribes to, or otherwise obtains access to the Material Service, including a person who receives Complimentary Access.

1.3 'Materials' means the videos, worksheets, and applications that the Business makes available through the Material Service.

1.4 'Material Service' means the collection of Materials, and the website, accounts, and access arrangements through which the Business makes them available.

1.5 'Digital Download' means a Material, such as a worksheet, that a Customer is entitled to download and retain.

1.6 'Material Subscription' means a recurring paid subscription providing access to specified Materials.

1.7 'Video Subscription' means a Material Subscription providing access to the Business's videos.

1.8 'All-Content Subscription' means a Material Subscription providing access to the Business's videos and applications, together with an entitlement to download worksheets without purchasing them individually.

1.9 'Complimentary Access' means access to the Material Service provided, without a separate charge, to a Client or Student (as defined in the Lesson Terms) who qualifies under clause 6.

1.10 'Lesson Terms' means the Terms and Conditions of English Lessons.

1.11 'Account' means the account a Customer creates or uses to access the Material Service.

1.12 'Product Description' means the description, price, and access information published for a Material, bundle, or Material Subscription at the time a Customer purchases or subscribes to it.

2. Formation and Scope

2.1 These Website Material Terms and Conditions ('Material Terms') govern the purchase of, subscription to, and access to the Material Service. The Material Terms are separate from, and independent of, the Lesson Terms, which govern the Business's English tutoring services.

2.2 A Customer accepts these Material Terms by:

(a) Purchasing a Digital Download or a bundle of Digital Downloads;

(b) Subscribing to a Material Subscription; or

in each case, by selecting the applicable acceptance option (such as an ‘I agree’ checkbox) before completing the purchase, subscription, or activation.

2.3 Material made available on the public, non-paywalled parts of the Business's website may be viewed without purchasing access to the Material Service. These Material Terms govern paid and complimentary access to the Material Service. The intellectual property provisions in clause 7, the automated tool disclaimers in Clause 8, and the liability limitations in Clause 10 also apply to Material made freely available, such as on the Business's website.

2.4 The Product Description applicable to a particular purchase or subscription forms part of the relevant transaction, to the extent it specifies the price, included Materials, access period, or other product-specific detail.

2.5 A person's acceptance of the Lesson Terms does not, by itself, constitute acceptance of these Material Terms. A person's acceptance of these Material Terms does not create an obligation to purchase or continue purchasing English tutoring services.

3. Individual Purchases

3.1 A worksheet or other Digital Download may be purchased individually, or as part of a bundle offered at a discount, without needing a Material Subscription.

3.2 A Digital Download purchased under this clause is made available to the Customer promptly after payment is received, in accordance with the applicable Product Description.

3.3 Once purchased, a Digital Download may be retained and used by the Customer in accordance with these Material Terms, including after the Customer stops using any other part of the Material Service.

3.4 Clause 7 sets out the licence granted for a Digital Download and the uses that are, and are not, permitted.

4. Material Subscriptions

4.1 A Video Subscription and an All-Content Subscription are Material Subscriptions that renew automatically at the billing interval and price displayed at the time of subscribing, until cancelled.

4.2 The Business will notify the Customer by email in advance if the price of the Customer's Material Subscription is due to change.

4.3 Subscription payments are deducted automatically from the Customer's chosen payment method until the Material Subscription is cancelled.

4.4 If a scheduled subscription payment fails, the Business will notify the Customer by email. The Business may make further attempts to collect the payment. If the Business is not successful in collecting the payment, the Customer's Material Subscription will be cancelled.

4.5 A Customer may cancel a Material Subscription at any time through their Account. Cancelling a Material Subscription stops future payments, and access to the Material Service under that subscription continues until the end of the current billing period. Cancellation does not, by itself, entitle the Customer to a refund for the current billing period, except as otherwise provided in these Material Terms.

4.6 A Customer may hold a paid Material Subscription and Complimentary Access, or a paid Material Subscription and a separately purchased Digital Download, at the same time. Each is governed by the terms applicable to it.

5. Subscription Price and Content Changes

5.1 A Material Subscription is not fixed to a specific set of Materials. The Business may add new Materials to a Video Subscription or an All-Content Subscription from time to time, and a Customer's subscription entitlement extends to Materials added while their subscription remains active.

5.2 The Business may increase the price of an existing Material Subscription. The Business will give the Customer at least thirty (30) days' written notice before an increased price takes effect.

5.3 A Customer who does not wish to pay the increased price may cancel their Material Subscription at any time before it takes effect, without penalty.

5.4 Where the Business increases the price of an existing Material Subscription, the Business will make at least one of the following alternatives available to the Customer, in addition to the option to cancel:

(a) The Customer's existing price, for a further period specified in the notice; or

(b) A ‘Classic Subscription’ — a version of the Material Subscription providing access to a fixed set of Materials determined by the Business, at the price that applied before the increase.

5.5 A Classic Subscription does need to include all Material the Customer had access to before the price increase, and does not need to include Material added after the date the Business specifies for that Classic Subscription.

5.6 If a Customer takes no action before an increased price takes effect, and their Material Subscription continues, the Customer accepts the increased price for subsequent billing periods.

5.7 The Business may, at its discretion, offer a different price, transitional arrangement, or period of continued access to a particular Customer or group of Customers — for example, a Customer who recently subscribed. This clause does not create an entitlement to that treatment, and the Business is not required to offer the same arrangement to other Customers.

5.8 This clause does not apply to Complimentary Access, which is governed by clause 6.

5.9 The parties acknowledge that this clause reflects a reasonable approach to varying the price of an ongoing digital-content subscription, given that the Business continues to add new Materials over time and that a Customer who does not want to pay an increased price retains a genuine, penalty-free way to avoid it.

6. Complimentary Access for Lesson Customers

6.1 A Client or Student who is granted complimentary access under clause 5.4 of the Lesson Terms may activate that access by creating an Account and separately agreeing to these Material Terms. The Business will make the activation process available promptly after the Client or Student becomes eligible.

6.2 Complimentary Access provides the same access to Materials as an All-Content Subscription has from time to time, for as long as the Client or Student remains eligible under clause 5.4 of the Lesson Terms.

6.3 Complimentary Access is not a Material Subscription, is provided without charge, and is not subject to clause 5 (Subscription Price and Content Changes).

6.4 If a Client's or Student's eligibility for Complementary Access under clause 5.4 of the Lesson Terms ends, the Business may, at its discretion, allow the Complementary Access to the Materials to continue after the eligibility has ended, and may withdraw the Complementary Access at any time. A worksheet or other Digital Download already downloaded during a period of Complimentary Access may be retained and used in accordance with clause 3.3.

6.5 If a Client's or Student's eligibility under clause 5.4 of the Lesson Terms later resumes, their Complimentary Access resumes.

6.6 Complimentary Access is personal to the Client or Student, may not be transferred to another person, and has no cash value.

6.7 Clause 7 (Intellectual Property) applies to Materials accessed under Complimentary Access in the same way as it applies to a Material Subscription.

7. Intellectual Property

7.1 The Business owns, or holds a licence permitting its use of, the intellectual property in the Materials, the Material Service, and its underlying software, including copyright in the videos, worksheets, and applications.

7.2 A Customer's own knowledge, understanding, or memory of what they learn from a Material is unrestricted — for example, a Customer remains free to use vocabulary or grammar they learned from a video in their own speech or writing. What these Material Terms restrict is the Material itself — the specific video, worksheet file, or application — not what the Customer takes away from it.

7.3 Subject to these Material Terms, the Business grants a Customer a personal, non-exclusive, non-transferable licence to access and use the Materials for their own English-language learning.

7.4 A Digital Download purchased under clause 3, or downloaded during Complimentary Access under clause 6, may be downloaded, printed, and retained by the Customer, including printing further copies for their own personal study.

7.5 Access to a video or application under a Material Subscription or Complimentary Access lasts only while the Material Subscription remains active or the Customer remains eligible for Complimentary Access. A Customer does not acquire a right to download, record, or retain a video or application after that access ends.

7.6 Except as expressly permitted by these Material Terms or by law, a Customer must not:

(a) Copy, reproduce, or redistribute a Material, or make it available to a person who is not a Customer;

(b) Sell, sublicense, rent, or commercially exploit a Material;

(d) Circumvent, disable, or interfere with a paywall, login, or other access control protecting a Material;

(e) Use a Material to train, fine-tune, or evaluate an artificial intelligence or machine-learning model; or

(f) Share their Account or Account credentials with a person who is not entitled to access the Material Service.

7.7 A Customer who submits their own writing or other content to an application for feedback, analysis, or another output retains ownership of that content. The Business may use content submitted under this clause only to the extent necessary to generate the output requested, and to operate and improve the Material Service.

7.8 Nothing in these Material Terms transfers ownership of any intellectual property to a Customer. Access to the Material Service does not create any right in a Customer beyond the licence expressly granted by this clause.

8. Automated Tools and AI-Generated Output

8.1 Some Materials, including applications, use automated or Artificial Intelligence (‘AI’) based processes to generate feedback, scores, rewritten text, or other output (‘Automated Output’). Automated Output is generated by software and is not reviewed by a Tutor or other person before it is provided to the Customer, unless the relevant Material states otherwise.

8.2 Automated Output is a learning aid intended to support the Customer's own English-language practice. It is not an authoritative assessment of the Customer's English, and does not constitute professional advice of any kind.

8.3 Automated Output may be incomplete, inaccurate, or unsuited to the Customer's particular circumstances. A Customer is responsible for reviewing Automated Output critically, and for deciding whether and how to use it, before relying on it or using it outside the Material Service.

8.4 An application that estimates how closely an inputted text resembles that of a native speaker provides an automated, approximate estimate only based on the text submitted by the Customer. There is no single standard of ‘native speaker’ English — native speakers vary widely in accent, dialect, and register — and the application's output reflects patterns in its underlying data and design, not a definitive or authoritative judgment of the Customer's proficiency. This output does not replace a recognised English-language proficiency assessment, such as an examination result, or the judgement of a Tutor.

8.5 An application that rewrites a Customer's text, or provides analysis, for a business or professional context provides a suggested rewrite, or analysis, for the Customer's own learning and practice. The Business does not guarantee that a suggested rewrite, or analysis, is accurate, appropriate, or effective for any particular workplace, industry, or recipient. A Customer is responsible for reviewing and adapting a suggested rewrite, or analysis, before using it in an actual professional or business context, such as sending it to an employer, colleague, or client.

8.6 An application that operates as a stylistic dictionary or contextual thesaurus provides automated stylistic interpretations and linguistic alternatives based strictly on the user's inputted text and parameter choices. The Business does not warrant or guarantee that a suggested word, phrase alternative, or stylistic score represents a definitive, correct, or authoritatively 'right' or 'best' choice for the Customer's broader context and underlying real-world situation. The customer is responsible for reviewing the output carefully before using it, particularly in important workplace or professional communications.

8.7 Clause 10 (Liability) sets out the extent to which the Business is liable for loss connected to the Material Service, including Automated Output.

9. Availability, Security and Third-Party Dependencies

9.1 The Material Service depends on third-party systems, such as the Business's website host and payment processor, that are outside the Business's control. The Business is not responsible for an interruption to the Material Service caused by a third-party system, subject to the Customer's rights under applicable law.

9.2 The Business does not guarantee that the Material Service will be available at all times, or free from interruption, error, or delay.

9.3 The Business takes reasonable steps to maintain the security of the Material Service and the Customer's information, having regard to the nature of the Material Service and information generally available to a business of the Business's size. The Business does not guarantee that the Material Service is immune from unauthorised access, malware, or another security incident.

9.4 If the Business becomes aware of a security incident affecting a Customer's information, the Business will take reasonable steps to notify affected Customers and to comply with its obligations under applicable law, including the Privacy Policy and the Privacy Act 1988 (Cth).

9.5 A Customer is responsible for keeping their Account credentials secure, and for any activity that occurs through their Account, except to the extent caused by the Business's failure to take reasonable security steps under clause 9.3.

10. Liability

10.1 The Material Service provides access to digital educational content and automated tools for a Customer's own English-language learning. The Business does not guarantee that using the Material Service will lead to any particular outcome, including an examination result, grade, employment outcome, or other result.

10.2 The Materials do not provide legal, immigration, medical, or financial advice. Materials, including Automated Output, touching on such matters are provided solely for English-language practice and must not be relied upon as professional advice in that field.

10.3 The Customer must not submit confidential, sensitive, personal or other information to an Automated Application, such as described in clause 8.1, unless the Customer is authorised to do so and the submission is permitted by applicable law and any relevant confidentiality or other obligations.

10.4 The Customer is responsible for determining whether information they submit to an Automated Application, such as described in clause 8.1, may appropriately and lawfully be submitted, including whether they are authorised to provide that information to the relevant service provider. Where the Customer submits information that they are authorised to submit, the Customer remains responsible for supplying it, for considering the risks of doing so and for complying with their relevant obligations.

10.5 If the Customer submits information in breach of clause 10.3, the Customer is responsible, to the maximum extent permitted by applicable law, for loss or liability arising from the Customer's breach.

10.6 To the maximum extent permitted by law, the Business is not liable for indirect, consequential, incidental, or special loss arising from or in connection with the Material Service — including loss of income, employment or business opportunities, educational opportunities or admissions, or other financial or non-financial consequences arising from a Customer's use of a Material or Automated Output, or from a decision made in reliance on it.

10.7 To the maximum extent permitted by applicable law, the maximum aggregate financial liability of the Business for any claims, losses, damages, or breaches arising out of or in connection with the provision of the Services shall be limited to the total fees actually paid by the Customer to the Business for the purchase directly giving rise to the claim.

10.8 Where the Business is liable for a failure to comply with a guarantee under applicable law in connection with a Digital Download, Material Subscription, or Complimentary Access, the Business's position is to remedy that failure by, at its election, providing a corrected or replacement copy of the affected Material, restoring access, or refunding the fees paid for it. See clause 11 (Suspension, Termination and Refunds) for further detail.

10.9 The Business is not liable for loss arising from a Customer's own device, software, or internet connection, or from a third-party system described in clause 9.1, except to the extent the Business fails to take reasonable steps required of it under these Material Terms.

10.10 The parties acknowledge that this clause reflects a reasonable allocation of risk given the price of the Material Service, and that the Business cannot control how a Customer chooses to use a Material or Automated Output, or the decisions of third parties.

11. Suspension, Termination and Refunds

11.1 The Business may suspend or terminate a Customer's access to the Material Service, or to a specific Material, if the Customer breaches these Material Terms — including the prohibited uses in clause 7.6 — or if the Business reasonably suspects fraud or misuse of the Material Service.

11.2 If the Business terminates a Customer's access under clause 11.1, the Business may, at its discretion, refund an unused and unexpired Digital Download or the unused period of a Material Subscription, having regard to the nature and seriousness of the breach.

11.3 A change of mind is not, by itself, a fault in a Digital Download, Material Subscription, or the Material Service, and does not entitle a Customer to a refund. This does not affect a Customer's right to a remedy under clause 10 where the Material Service, a Material, or Automated Output does not comply with a consumer guarantee.

11.4 If the Business ceases to offer the Material Service, or a specific Material Subscription, the Business will refund the unused period of a Customer's active Material Subscription.

11.5 The refund and remedy framework in this clause applies in addition to, and does not limit, a Customer's rights under the Australian Consumer Law or other applicable law.

12. General Provisions

12.1 Nothing in these Material Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law or other applicable law, including any liability for death or personal injury caused by negligence, or for fraud.

12.2 These Material Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

12.3 If a provision of these Material Terms is found by a court or tribunal of competent jurisdiction to be void, illegal, or unenforceable, that provision is severed, and the remaining provisions continue in full force and effect.

12.4 Where there is an inconsistency between the documents governing a Customer's purchase, subscription, or Complimentary Access, the following order of precedence applies, from highest to lowest:

(a) Any requirement of Australian law that cannot be excluded or varied by agreement;

(b) The Product Description applicable to the relevant purchase or subscription, in relation to that purchase or subscription;

(d) Any other material on the Business's website, including general marketing or promotional material.

12.5 These Material Terms, together with the applicable Product Description, constitute the entire agreement between the Business and a Customer in relation to the Material Service, and supersede all prior negotiations, discussions, and marketing or promotional material relating to it. These Material Terms are separate from, and do not form part of, the Lesson Terms, which are a separate and independent agreement governing the Business's English tutoring services.

12.6 The Business handles Customers’ personal information in accordance with its Privacy Policy, available here.