Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.
In this Agreement, unless the context otherwise requires:
Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the Provider.
Authorised User means the user(s) permitted to use the Services and the content, including Data, generated by, or the output of, the Services as a part of the Customer’s services to its customers.
Business Day means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Business Hours means 9am to 5pm AEST on a Business Day.
Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.
Data means all of the information, documents and other data provided by the Customer or their Personnel to the Provider, any content uploaded by the Customer or Personnel to the Provider’s System, or otherwise accessed by the Provider in providing the Services.
Fee means the fee set out on the Site for the Customer account.
Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:
- would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
- results in a Party being unable to perform an obligation under this Agreement on time.
Initial Term means the initial term set out in the Customer account.
Intellectual Property Rights means all present and future rights to:
- registered or unregistered designs, patents, trade marks;
- trade, business, company or domain names;
- know-how, inventions, processes, trade secrets;
- circuit layouts, databases or source codes; and
- any similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Page View means as any time Customer’s account loads a page (website) that has Services embedded in it.
Party means a party to this Agreement from time to time, and Parties means all of them.
Payment Method is by credit card only
Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.
Products means hardware or software.
Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001 (Cth).
Services mean the Induct For Work Software as a service described on the Site.
Services means the Services and Support Services, to be provided or licensed by the Provider to the Customer on the terms and conditions set out in this Agreement.
Software means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
For any questions, please contact us on: + 61 1300 797 805
- These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Induct For Work Pty Ltd ABN 49 164 860 986 (referred to as “Provider”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party, (Agreement).
- We own and hold all the relevant rights to the Induct For Work Software and all intellectual rights also belong to Induct For Work Pty Ltd.
- This Agreement is binding on any use of the Services and applies to the Customer from the time that the Provider provides the Customer with an account (Inductee’s account) to access and use the Services.
- By accessing and/or using the Services you:
- warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the Terms on your behalf; and
- agree to use the Services in accordance with this Agreement.
- By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Service
- From the date the Account is created, we agree to provide the Services in accordance with the terms of this Agreement.
- The Customer agrees the Provider owns and holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and Provider Services and any documentation provided with the Services by the Customer to the Provider including any other documentation that do not break any laws or regulations.
- We reserve the right to remove or change features of the Our Services from time to time at any time without any notifications.
- The Parties agree that the Provider:
- will supply the Services on a non-exclusive basis;
- does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
- is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
- We reserve the right to remove the user and/or refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
- The Customer grants to the Provider a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
- to supply the Services including to enable the Customer, its Personnel and any Authorised Users to access and use the Services;
- to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;
- to develop other Services; and
- for diagnostic purposes;
- to test, enhance and otherwise modify the Services whether requested by the Customer or not;
- The Customer represents and warrants that:
- any and all Data supplied by the Customer or otherwise accessed by the Provider through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable;
- its Data does not breach any relevant laws, regulations or codes;
- its Data does not infringe the Intellectual Property Rights of any third party;
- it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the Services; and
- to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
- The Customer acknowledges and agrees that:
- any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The Provider is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
- The Provider may relocate the Data to another jurisdiction within Australia without any notifications.
- The Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Bodies Corporate or any Authorised Users; and
- The Provider is not responsible for the integrity or existence of any Data on the Customer’s Environment, network or any device controlled by the Customer or its Personnel.
- The Customer agrees to indemnify and hold the Provider harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of the Provider or its Personnel.
- During the Term, the Customer should contact the Organisation they are inducting into for any support. The Provider will provide assistance to Customer only in case where there are any technical issues present associated with provision of account services and where:
- the Customer provides the Provider with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
- where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).
- Provider Additional Responsibilities and Obligations
- The Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.
- Customer Responsibilities and Obligations
- The Customer will provide all required materials as required by the Provider from time to time for the Provider to perform the Services.
- The Customer must, at the Customer’s own expense:
- use reasonable endeavours to ensure the integrity of the Data;
- The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
- to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
- to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
- in any way that damages, interferes with or interrupts the supply of the Services.
- The Customer acknowledges and agrees that:
- it is responsible for all users using the Services including its Personnel and any Authorised Users;
- its use of the Services will be at its own risk;
- it is responsible for maintaining the security of its account and password. The Provider cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;
- the Provider may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
- the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
- Prohibited Use
- The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the Provider’s website or as provided to the Customer from time to time.
- The Customer acknowledges and agrees that it must not:
- use the Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction.
- use the Services in relation to crimes such as theft and fraud.
- use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy.
- make any unauthorised copy of any copyrighted material owned or licenced by the Provider.
- introduce malicious programs into the Provider System (e.g. viruses, worms, trojan horses, e-mail bombs).
- reveal the Customer’s account password to others or allow use of the Customer’s account by others.
8. Intellectual Property Rights
- The Customer grants to the Provider a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the Provider to provide the Services to the Customer.
- We do not screen content uploaded onto the Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
- We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
- Each Party and its Personnel agrees to comply with its obligations under the Privacy Act 1988(Cth) and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
- The Provider will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
- The Customer warrants that it has obtained each of its Personnel’s informed consent for the Service Provider, its related bodies corporate, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
- The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
- The Customer must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.
- The Service Provider will retain Customer’s information for as long as Customer account is active or as needed to provide Customer services. Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
10. Representations and Warranties
Each Party represents and warrants to each other Party:
- it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
- no Insolvency Event has occurred in respect of it;
- this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
- the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
- The Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Services.
- The Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
11. Force Majeure
If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
- Powers, rights, and remedies
Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
- Consents or approvals
Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 24.6 is of no force or effect.
- Further assurance
Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.
- Costs and expenses
Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
- Relationship of Parties
- This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
- Nothing in this Agreement gives a Party authority to bind any other Party in any way.
- Links to Third Parties
The Services may contain links to third-party web sites or services that are not owned or controlled by the Provider.
The Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Customer further acknowledges and agree that the Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
- Independent legal advice
Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
- If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
- If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
- Entire agreement
The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
This Agreement may only be amended by written document executed by all Parties.
- Cumulative Rights
- The rights arising out of this Agreement do not exclude any other rights of either Party.
- Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
- A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
- Governing law and jurisdiction
This Agreement is governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.