TERMS AND CONDITIONS
- Rowland Pty Ltd ACN 011 033 364 (Rowland) is a professional service provider in the communication, training, creative and digital space. It offers training modules related to developing and refining an individual’s presentation skills.
- You are interested in undertaking the Training Module, and Rowland has agreed to provide the Training Module in consideration of payment of the training fee.
It is agreed
1.1 Rowland (and its authorised officers, agents, employees and contractors through its Personnel) will;
- provide 12-month access to the Training Module, that will be delivered with due care, skill and diligence; and
- provide one copy per User (as applicable) of the Training Materials.
1.2 Rowland’s compliance with its obligations under clause 1.1 above is conditional upon the Business User or Individual User (as applicable):
- making payment of the Training Fees in accordance with the requirements under clause 4; and
- complying, and ensuring the compliance by Your Personnel, with Your obligations under this agreement.
1.3 You must not:
- edit, copy, distribute, re-sell or reproduce in any form, the Training Materials or Training Module (or any part of them);
- use any recording devices to take any audio, photos or videos of, or otherwise capture, the Training Module, unless express permission is given by Rowland to do so;
- provide Your unique log-in details to any person other than the Individual User or the Authorised User or Master Administrator of the Business User that has purchased a right to access the Training Materials;
- use the Training Module or Training Materials to train any other Personnel who are engaged or will be engaged in Your business, if You are an Individual User; and
- disparage or defame Rowland (or its Personnel).
2. Modification of this agreement
2.1 Access to any of this website, Training Materials or Training Course constitutes your acceptance of these terms.
2.2 Rowland reserves the right to review and update or amend this agreement and any services, Training Module or Training Materials it provides thereunder periodically upon at least fifteen (15) days’ notice to You by any reasonable means (including without limitation, uploading the new agreement to the training platform or by a notification to Your contact details listed on Your account) (Notice Period). If the changes to this agreement have a material adverse effect on You and You do not accept the modified terms in this agreement, then You may elect to terminate this agreement by written notice to us within the Notice Period. Your continued use of this website and access to the Training Materials and Training Course on and from the end of the Notice Period, indicates Your acceptance of any modified agreement. If You do not agree to the modified agreement, You should cease accessing the Training Module and the Training Materials.
3.1 To receive access to the Training Module and Training Materials, You will be required to:
- create a User account;
- provide us with Your name, email address, nominate a password;
- in the case of a Business User purchasing multiple coupons, provide or upload a CSV file of all course participants to include their name, email and password; and
- ensure all information You supply to Rowland is true, accurate, current and complete.
3.2 If You do not comply with this clause 3, we may not be able to activate Your account or supply our Training Module, Training Materials and other services to You.
3.3 A User may add Additional Users to its account by purchasing multiple coupons, and by complying with the requirements as to payment in accordance with clause 4 in respect of such Additional Users.
3.4 You must not use another User’s account for the Training Module. You must keep Your password secure and You are responsible for all activity on Your account. You agree to notify us immediately if You become aware of any security beach or unauthorised use of Your password or account.
4.1 Upon creating a User account, and requesting access to receive the Training Materials, You agree to make the following payments in consideration of Rowland providing You with access to the Training Module and Training Materials:
- in respect of Individual Users, the Individual Training Fee;
- in respect of Business Users, the Business Training Fee.
4.2 Payment of the applicable Training Fees will be paid up front and in full by direct debit, debit card, credit card, , PayPal or other approved payment method in the absolute discretion of Rowland.
4.3 All Training Fees are exclusive of applicable taxes.
4.4 If Rowland is not able to provide You with access to the Training Materials for any reason at the fault of Rowland, Rowland may issue the Business User or Individual User with a pro rata refund.
5. Intellectual Property Rights
5.1 Rowland is the exclusive owner or licensor of the Intellectual Property Rights in the Training Materials and Training Module.
5.2 No rights of ownership to the Intellectual Property Rights in the Training Materials or Training Module are transferred under this agreement.
5.3 Rowland hereby grants each User a limited, non-exclusive, non-sub licensable and non-transferable licence to use the Training Materials, but strictly for the purposes of Users completing the training. The licence granted to You by Rowland in this clause 5 does not grant to You any right to download or store any materials in any medium or use the Intellectual Property Rights of Rowland, other than (i) that downloadable content that may be provided for the Training Module, including exercise files, course slides, (ii) files that are automatically cached by Your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for Your computer or mobile device solely for Your own use (if You are an Individual User) or Your internal business use (if You are a Business User), in accordance with any applicable end user terms for such application (collectively, the “Authorised Downloadable Materials”). Authorised Downloadable Materials are held by You pursuant to a limited revocable right only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.
5.4 The User must not do or permit or omit to do any act which infringes the Intellectual Property Rights or rights that may exist in the Training Materials or Training Module of Rowland (or its licensors), which without limitation includes:
- demonstrating any methods discussed in the Training Module for education or training of any third parties;
- sharing, reproducing, copying or modifying the Training Materials with any person directly or indirectly, including without limitation, friends, colleagues or employees;
- sharing, reproducing, copying, modifying or publishing the Training Materials (in any material or modified form) on any platform accessible to a third party;
- modify, publish, transmit, distribute, participate in the transfer or sale of, or creative derivative works of, or in any way exploit in whole or part, any trade marks, proprietary and Confidential Information, and Intellectual Property Rights of Rowland and licensors of Rowland , including without limitation source code, video, text, software, photos, graphics, images, music, and sound.
5.5 The Individual User or Business User (as applicable) must notify Rowland upon becoming aware of any:
- actual or suspected infringement by a third party of Rowland’s Intellectual Property Rights; or
- actual or threatened claim by a third party that its Intellectual Property Rights have or will be infringed by any act or omission by the User or a third party in connection with this agreement.
6. Availability of Content
6.1 Rowland strives to provide the Training Module to its Users on a continuous basis. To that end, Rowland will take all commercially reasonable efforts to provide uninterrupted access to the Training Module to Users. However, from time to time, Users may be unable to access the Training Module due to conditions beyond Rowland’s control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, access may be unavailable due to software issues, upgrades, server downtime, increased internet traffic, programming errors, regular maintenance of the system, and other related reasons.
6.2 In response to any unavailability of the Training Module to its Users, Rowland will take all commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in this agreement, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.
6.3 Rowland endeavours to provide the highest quality content to its users. To that end, Rowland reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this website or the Training Module in whole or in part, including, without limitation, the content, availability, access and/or this agreement of this website. Such changes, modifications, additions or deletions will be effective upon notice thereof in accordance with clause 2.
6.4 To ensure that Users of the site do not engage in prohibited conduct, Rowland reserves the right to monitor use of the website and reserves the right to revoke or deny access to the Training Module to any person or entity whose use of the Training Module or Training Materials suggests prohibited conduct.
Confidentiality and privacy
7.2 The User agrees that at all times (including upon completion of the Training Module) he or she will maintain the confidentiality of the Confidential Information for the purposes of protecting Rowland’s interest in the Confidential Information.
7.3 The User must not disclose any Confidential Information or documents received by it in connection with the negotiation of this agreement or undertaking the Training Module without the prior written consent of Rowland unless:
- disclosure is permitted by the express terms of this agreement;
- the information is available to the public generally (except as a result of a breach of this clause 7);
- that party is required to make the disclosure by law; or
- the disclosure is made on a confidential basis to the professional advisers of that party for the purpose of obtaining advice.
8. Disclaimers and Limitation of Liability
8.1 The User uses the Training Module and Training Materials at its own risk. The services, Training Module, Training Materials and website are provided on an “as is” and “as available” basis, without any statements or warranties of any kind, either express or implied. Rowland, its Affiliates and any person associated with them does not makes any statement, warranty or representation that services, Training Module, Training Materials, website or other information will be:
- complete, secure, reliable, of a certain quality, accuracy or availability;
- error-free, virus free or uninterrupted, or that defects will be corrected; or
- will otherwise meet the User’s needs or expectations.
8.2 To the full extent permitted by law, in no event will Rowland be Liable to the User for:
- Consequential Loss, even if the Rowland was made aware of the possibility of such Consequential Loss prior to entering into this agreement;
- any recommendations, options or advice provided to the User; or
- Loss arising as a result of unavailability of the Training Module or Training Materials.
8.3 To the full extent permitted by law, any term which would otherwise be implied into the agreement is excluded. In the event any law implies or imposes terms into the agreement which cannot be lawfully excluded, such terms will apply, save that the liability of Rowland for breach of any such term will be limited in accordance with the remainder of this clause 8.
8.4 To the extent the Australian Consumer Law applies to the supply by Rowland of goods or services to the User under this agreement:
- Rowland acknowledges the application of the Competition and Consumer Act 2010 (Cth) to the provision of goods or services to the User, and will comply with all Non-Excludable Conditions; and
- the following applies where any warranties against defects are offered to the User by Rowland under this agreement:
- Rowland’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.
- For major failures with the goods or services, a Business User or Individual User as the case may be is entitled:
- to cancel the agreement with Rowland; and
- to a refund for the unused portion of, or compensation for its reduced value.
- The Business User or Individual User is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, the Business User or Individual User is entitled to have problems with the goods or services rectified in a reasonable time and, if this is not done, to cancel the agreement and obtain a refund for the unused portion of the agreement.
8.5 Subject to clause 8.4, to the extent Rowland is found Liable in connection with the agreement, its Liability shall be limited to any one or more of the following:
- re-supply the goods or services to which the Liability relates or the supply of equivalent goods or services; or
- reimbursing the Business User or Individual User (subject to clause 8.6) for paying someone else to supply the goods or services which the Liability relates.
8.6 If Rowland is Liable in connection with the agreement (whether in contract, tort, indemnity or statute), the irrespective of anything else in the agreement, Rowland’s cumulative Liability in the aggregate (to the fullest extent permitted by law) shall in no event exceed the Training Fees paid in the preceding three months.
The Business User or Individual User (as applicable) agrees to indemnify Rowland and its Personnel, Affiliates, successors and assigns from and against:
- any Claim, including costs on a full indemnity basis, related to or arising from:
- User’s improper or illegal use of the Training Materials;
- infringement of the Intellectual Property Rights of Rowland; or
- misuse, or unauthorised access or disclosure, of the Confidential Information of Rowland (or its third party licensors); or
- negligent or careless acts or omissions of the User.
10. Termination of agreement
10.1 In addition to Rowland’s other rights at law and under this agreement, it may terminate this agreement at any time and at its sole and absolute discretion. Upon termination under this clause 10.1 becoming effective, the User may be entitled to a refund of any unused portion of the Training Fees. Rowland may also terminate access to the Training Module or cancel access to the Training Module without notice if in the reasonable opinion of Rowland, You have breached or may breach any term or condition of this agreement.
10.2 Either party may terminate this agreement at any time without prior notice to the other if:
- in the reasonable opinion of the party terminating, the other party has engaged in conduct in breach of this agreement which is incapable of rectification within a period of ten business days; or
- the other party becomes subject to an Insolvency Event.
10.3 Termination of this agreement will not affect rights of any party accrued prior to termination or the rights or obligations of a party which, whether expressly or by implication, are intended to survive termination of this agreement.
Rowland appreciates Your feedback. Please contact us via the contact page on the Rowland website to request information, lodge a complaint or give us general comments.
12. Goods and Services Tax
- Words which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Law) have the same meaning in this agreement unless the context otherwise requires.
- Unless expressly stated to the contrary all amounts expressed in this agreement are exclusive of GST.
- If a party (Supplier) is obliged pursuant to the GST Law to pay an amount of GST in respect of a taxable supply made by the Supplier to another party (Recipient) pursuant to the provisions of this agreement, the Recipient shall pay the Supplier an amount equal to the GST payable on the supply by the Supplier.
- The Recipient must pay the amount referred to in clause 12(c) in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply.
- If requested by the Recipient, the Supplier must provide the Recipient with a tax invoice on or before payment of the amounts required by this clause.
13. Definitions and interpretation
In this agreement:
- “Affiliates” means, for any person, a related body corporate or related entity (as those terms are defined in the Corporations Act 2001 (Cth)) of that person;
- “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
- “Additional Users” means an additional Authorised User added to a Business User account pursuant to clause 3.3;
- “Additional User Fees” means the additional fees associated with the coupons purchased by the main Business User;
- “Authorised Users”, refers to the end user of the Business User’s access to the Training Module, duly authorised by the Business User. The Authorised User’s identifier must not be of a generic nature;
- “Business Training Fees” means the fee payable for one individual business user access, multiplied by the number of Users;
- “Business User” refers to the body corporate that purchases access to the Training Module for the Authorised Users.
- “Coupons” refers to the number of Authorised User accounts bought by the Business User. One Coupon is linked to one Authorised User’s email account.
- “Claim” means, in relation to a person, any action, allegation, debt, claim, demand, judgment, liability, investigation, proceeding, suit, remedy, right of action or right of set-off made against the person concerned however it arises whether:
- it is present or future, fixed or unascertained, actual or contingent;
- it is based in contract, tort, statute or otherwise; or
- it involves a third party or a party to this agreement;
- “Confidential Information” means all information (whether of a business, financial, industrial or technical nature or otherwise) and records of Rowland, and may include but is not limited to Rowland’s Training Materials and training techniques, corporate and business structure, existing and proposed business contracts, product information, technical information and specifications, product and materials prices and costs, managerial, financial and marketing strategies, the identities of actual and target clients and customers;
- “Consequential Loss” means any of the following: loss of revenue; loss of profits; loss of opportunity to make profits; loss of business; loss of business opportunity; loss of use or amenity, or loss of anticipated savings; special, exemplary or punitive damages; and any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this agreement, including any of the above types of loss;
- “Individual Training Fees” means the fee payable for one individual user access dependent on the number of Coupons purchased.
- “Individual User” refers to a user of the Training Module whose access to the Training Module has been granted for use solely by the individual listed on the user’s account;
- “Insolvency Event” means: (a) in relation to any corporation: its liquidation; an external administrator is appointed in respect of the corporation or any of its property; the corporation ceases or threatens to cease to carry on its business; the corporation being deemed to be, or stating that it is, unable to pay its debts when they fall due; any other ground for Liquidation or the appointment of an external administrator occurs in relation to the corporation; the corporation resolves to enter into Liquidation; or an application being made which is not dismissed or withdrawn within ten Business Days for an order, resolution being passed or proposed, a meeting being convened or any other action being taken to cause or consider anything described in the preceding paragraphs (inclusive) above; (b) in relation to an individual, that person becoming an insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth); and (c) in relation to any person, anything analogous to or having a similar effect to anything described above in this definition under the law of any relevant jurisdiction;
- “Intellectual Property Rights” means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions, plant breeder’s rights and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967;
- “Liability” means any liability, debt or obligation, whether actual, contingent or prospective, present or future, qualified or unqualified or incurred jointly or severally with any other person;
- “Loss” means any loss (including loss of profit and loss of expected profit), diminution in value or deficiency of any kind whether indirect, consequential or otherwise;
- “Master Administrator” means the administrator designated by the Business User who has reporting access and who may allocate Authorised Users;
- “Non-Excludable Condition” means an implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth) as applicable from time to time, the exclusion of which from a contract would contravene any applicable Laws or cause any part of this agreement to be void;
- “Personnel” means the officers, employees, contractors, agents, related bodies corporate and related entities of a party.
- “Training Fees” means any and all of the Individual Training Fees, Business Training Fees and Authorised User Fees, as the context requires;
- “Training Material” includes, but is not limited to, books, materials, trade secrets, videos, images, icon, processes, procedures, methodologies and other content issued in connection with the Training Module and produced by or for Rowland;
- “Training Module” means the Step-It-Up training module for developing and refining an individual’s presentation skills;
- “User” or “Your” – refers to an individual/entity/organisation that has the right to access the Training Materials and Training Module that includes an Individual User, Business User, Master Administrators, Authorised Users and Additional Users.
Unless the contrary intention appears, a reference in this agreement to:
- this agreement or another document includes any variation or replacement of it despite any change in the identity of the parties;
- one gender includes the others;
- the singular includes the plural and the plural includes the singular;
- a person, partnership, corporation, trust, association, joint venture, unincorporated body, Government Body or other entity includes any other of them;
- an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to, this agreement and a reference to this agreement includes any schedule or attachment;
- a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;
- any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;
- money is to Australian dollars, unless otherwise stated; and
- a time is a reference to Brisbane, Australia time unless otherwise specified.
The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.
Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
Headings and any table of contents or index are for convenience only and do not affect the interpretation of this agreement.
A provision of this agreement must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of this agreement or the inclusion of the provision in this agreement.
14.1 This agreement is governed by and construed in accordance with the laws of Queensland, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of Queensland, Australia.
14.2 Clauses 5 (Intellectual Property), 7 (Confidentiality), 8 (Liability), 9 (Indemnification), 13 (Definitions and Interpretation) and this clause 14.2 survive termination of this agreement.
14.3 This is the entire agreement, and understanding between the parties in relation to this subject matter, and supersedes prior arrangements, agreements or representations.
14.4 An amendment or variation to this agreement is not effective unless it is in writing and signed by the parties.