Definitions & Interpretations
The following definitions are used in our client, participant, partner and user related terms & conditions, agreements and policies.
Version 3, Last updated: 26 October 2022
1. Related Documents
The following definitions and interpretations are incorporated into our Agreements, specifically:
Our “Client Project Agreements” with Clients incorporate the following “Related Documents”: our Terms & Conditions, our Privacy Policy, our Terms of Use, and the relevant Quote.
Our “Partner Agreements” with Partners incorporate the following “Related Documents”: our Partner Terms & Conditions, our Privacy Policy, and our Terms of Use.
2. Interpretation
The rules of interpretation set out in the Acts Interpretation Act 1901 (Cth) will apply to the Agreement as though it were an instrument to which that Act applies.
Unless expressed to the contrary, in this Agreement: words in the singular include the plural and vice versa; if a word or phrase is defined its other grammatical forms have corresponding meanings; “includes” means includes without limitation; no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it; a reference to a person includes a partnership, joint venture, unincorporated association or corporation; a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation; any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; and “$”, “dollars” or “AUD” is a reference to the lawful currency of the Commonwealth of Australia.
2. Definitions
In the Related Documents the following words have the meanings given here:
“Able” means our software application used by Clients, Partners, Participants and User to design, manage and deliver programs, coaching, workshops and other learning materials; and found at https://www.helloable.co/
“Account” means the formal arrangement by which a Client, User person, corporation or entity accesses our technology Platform.
“Agreement” depending on the context refers to one of our agreements such as a Client Project Agreement, Partner Agreements or a Statement of Work.
"Aggregated Anonymous Data" means all non-personally identifiable data or information we collect about Users, generated by Users or published on our Platform, or generated by Users use of the Platform Services.
“API” means an application programming interface.
“Application” means the web- or mobile-based software application/s we make available to Users subject to the licence provided by your Agreement with us.
Assessment Guidelines means the guidelines as defined by ASQA. These cover the qualifications required by assessors, the design of assessment processes and guidelines for assessment management. Assessment guidelines explain the VET industry's preferred approach to assessment.
“Australian Skills Quality Authority” or “ASQA” means the Australian national regulator for vocational training and Registered Training Organisations: www.asqa.gov.au.
“Automated Communication” means fully or semi-automated electronic communication from our Platform to Participants or Clients, such as email booking reminders to coaching or workshop Participants, learning and development related messages to Participants, and automated reporting to Clients; generally sent on behalf of a Partner.
“Client” means:
The person, corporation or entity named as the Client in the Quote, and includes all Participants, Users, employees, agents, principals, and other persons for whom this Agreement makes the Client responsible or liable; or
Any person or entity that has purchased Client Products or Client Services.
“Client Products” and “Client Services” means, respectively, Partner Products, Partner Services, Integral’s Products or Integral’s Services, provided or intended to be provided to Clients, including by a Service Delivery Partner acting on our or another Partner’s behalf.
“Client Project Agreement” means our model or standard Project Agreement between Project Owners & Clients in relation to a specific Program, collectively incorporating the Terms & Conditions, Privacy Policy, Terms of Use, these Definitions & Interpretation, and the relevant Quote on Able, taken together.
"Coach" means any person, generally a Partner, who provides specific 1-on-1 coaching services to an individual Participant or small group of Participants.
“Coachee” means an individual person who participates in a coaching program or session.
“Component”, "Project Component", "Service Component" or “Segment” means a discrete part or section of a Project and the Services provided to a Client as specified in a Quote or Project on Able. Components are generally a specific task, activity, service or product and are combined to make up a Project or Program on Able. Able supports three primary Component types: Coaching sessions (1-on-1 activities), group Workshops (for training or facilitation sessions with groups of 3 or more people), and Consulting activities (such as research, meetings, design & development activities). Able automates aspects of Component scheduling & delivery and supports online or face-to-face modes.
“Component Task Contract” means our model Agreement between Project Owners & Service Delivery Partners in relation to specific Project Components and seen > here.
“Confidential Information” means:
A Party’s financial and commercial information, including non-public information, but excluding information provided by either Party to the other Party for the express purpose of being passed on to another person, except to the extent where a confidentiality obligation is also imposed on the other person; or
Information that either Party provides to the other Party and which is unambiguously marked as being confidential; and
Specifically in relation to Integral Confidential Information includes: any document, book, account, process, computer program, patent, specification, drawing, design, or know-how of ours or our Clients; all software owned or licensed by us; all analyses, compilations, data, studies and reports of ours; technical details of any work undertaken by us or our Clients; details of all contracts, projects or work being undertaken by or involving us and our Clients; details of all internal management practices and procedures of ours or our Clients; details of the finances of ours and our Clients;
But does not include information that is already in the public domain through no fault of the receiving Party, or which that Party obtained from a third party that did not owe the disclosing Party any obligation of confidentiality when providing that information to the receiving Party.
"Consultants" means any person, generally a Partner, who provides expert advice professionally to Clients and consulting activities include tasks such as research, design & development, data gathering & analysis and document & report writing.
“Copyright Material” means material subject to copyright by operation of the Copyright Act 1968 (Cth).
“Data” means any Information that is created or Published on or through our Platform, or uploaded to our Servers.
“Database” includes any database designed and/or maintained by Integral to which a User is given access under any Agreement with us.
“Developed Technology” means any and all technology whether registrable or not, and whether a Patentable Invention or not, and whether Copyright Material or not, that is developed by Integral for the purposes of your Agreement with us, or during the course of performing this Agreement.
“Effective Date” means the date, which is the earlier of (a) the date designated as such in the Quote where you indicate your acceptance of the Program Agreement, or (b) the date designated as such in the Partner Form where you indicate your acceptance of the Partner Agreement, or c) the Client or User's initial access to any of our Services, through any online provisioning, Account creation, registration or order process.
“Excluded Services” means any activities, products or services that we will not support on our Platform including: tax, accounting or financial advice, therapy, legal advice; use the Platform for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material; and fraudulent or misleading uses.
“Existing Technology” means any and all technology that existed prior to the making of this Agreement by the Parties.
“Existing Clients” or “Our Existing Clients” means any Client that we have delivered products or services to, or have any outstanding contract or receivables with, between 1 July 2019 and 1 May 2021; or that we specify as an “Existing Client” on our Platform.
"Facilitator" means any person, generally a Partner, who plans, guides and manages a group event to meet its goals.
“Feature” means any distinguishing characteristic, option or functional capability of our Services and Programs.
"Fees" means any payment, or part of, that the Client has agreed to pay for the Services set out in the Quote and in the Terms & Conditions, and includes the Subscription Fees.
“Force Majeure” means any event beyond the reasonable control of that party, including a strike, blockade, war, act of terrorism, riot, industrial dispute, natural disaster, pandemic, civil emergency, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
“GST” means the Goods and Services Tax of the Commonwealth of Australia.
“GST Law” includes all laws and regulations concerning the imposition, collection and administration of the goods and services tax of the Commonwealth of Australia.
“Integral”, "we" or "us" means Integral Development Associates Pty Ltd (ACN 008 738 672), trading as "Integral", including it’s principals, employees, subcontractors, an agent of that entity, Services and Platform. Integral’s website can be found at www.integral.org.au
“Intellectual Property” means all things in which Intellectual Property Rights exist, under Australian law.
“Intellectual Property Rights” means any and all registered and unregistered intellectual property rights anywhere in the world, including without limitation all rights in the nature of: all copyright, trade secrets, patents, patent applications, trade marks, and design rights; the rights to own and/or use domain names and business names; and all neighbouring or proximate rights to the foregoing.
“Information” means information in any format, whether written, electronic, symbolic, numeric, or textual, and whether in computer code or some other symbolic or cryptic formulation, or in some format that requires a device or software to read or interpret the information, including without limitation: biometric information, surveys, documents, health information, written text, formatting instructions, metadata, audio, images, photographs and videos. It includes your name, age, gender and contact details as well as any Personal Information or Sensitive Information.
“Insolvency Event” means the occurrence of any legal event that legally establishes the insolvency of the relevant Party, including any of the following:
an application being made to a court by any person that the Party be declared bankrupt (if it is a natural person), which is not withdrawn, struck out or dismissed within 21 days or the relevant statutory time frame, whichever is shorter;
a trustee, administrator or receiver (however called) being appointed to administer the affairs or assets of the Party, where the appointment is not terminated within 21 days or the relevant statutory time frame, whichever is shorter;
the Party enters into a composition or arrangement with one or more of its creditors or makes an assignment for the benefit of one or more of its creditors;
the Party becomes unable to pay its debts as and when they fall due or is presumed to be insolvent under the Law; or
a writ of execution is levied against the Party or a material part of its property, which is not dismissed within 21 days or the relevant statutory time frame, whichever is shorter.
“Jarvis” means our software application for surveys and analytics found at https://surveys.integral.org.au/survey
“Materials” or “Learning Materials” includes all program materials, micro-learning, nudges, presentations, banners, workbooks, handouts, documents, reports; and other consulting, facilitation, training and coaching aids, both digital and hardcopy, used on Projects or Published to our Platform.
“NES” means the National Employment Standards as prescribed in the Act as it applies from time to time.
“New Client” or “Prospective Client” means any Client we have not delivered Services to or had any outstanding contracts or receivables with in the last 18 months.
“Newsletter” means our regular email sent to subscribers, including Clients, Participants, Partners and other Users of our Platform.
“Order” means a request by a Client to purchase or subscribe to a Project, Services or Products.
“Participant” means any individual person whom recieves Services on behalf of the Client (or, in cases where that person is the Client, means the Client), whether a principal, employee or other associate of the Client, and includes any person who assumes that person’s position within the Client's organisation. Participants includes, but is not limited to "Coachees" and "Users" who are specific types of Participants.
“Partner”, “Service Delivery Partner” or “SDP” means: a) the individual person or entity identified as such in the Partner Agreement, and includes any employee, subcontractor or agent of that person or entity, and any principal if it is not a natural person; or b) where referred to in the plural it means all our Partners, consultants, coaches, facilitators and trainers that deliver Client Programs and includes both salaried employees, casual employees and sub-contractors that we collaborate with to deliver Services.
“Partner Agreement” means our Agreement with Partners and includes the Related Documents outlined above in clause 1.2.
“Partner Agreement Type” means a type of Agreement with our Partners as outlined in the specific Partner Agreement with each Partner. We have three types of agreement:
“Partner Agreement Type (A)”: a casual employment agreement where we are responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Agreement Type (B)”: a part- or full-time employment agreement where we are responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Agreement Type (C)”: a contractor agreement where the Partner is responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Commons” means a collection of information shared by Partners and us, accessible via the Platform.
“Partner Community”, “Partner Network” or “Partners” means our network of Partners, including consultants, coaches, facilitators, assessors and trainers.
“Partner Fees” means the fees, commission, reimbursement of expenses or revenue share payable to a Partner.
“Partner Fee Split Formula” or “Split” means the formula used in the Quote section of Able to distribute the Fees for a Project, Program or Component amongst the Project Team; and calculate the Partner Fees and allowances for our other costs; and based on a portion of the Total Project, Program or Component Fee charged to a Client.
“Partner Guide” means the document found at: https://www.notion.so/integral/Able-Partner-Guide-20d6f6bbeb824b4bbff3d24fda115c34.
“Partner Renewal Date” is the date for the renewal of the Partner Agreement specified in the Partner Schedule, or, where the Term has been extended, means the new date for the renewal of the Partner Agreement agreed to by the Parties.
“Partner Services” or “Partner Products” means all services and/or products that a Partner provides on a Project to; another Partner, or Integral, or a Client; under a Project Agreement or Statement of Work.
“Partner Team” means a specific group of Partners that have formed a team to collaborate and co-deliver Programs and Services together and includes Team Members.
“Partner Team Profile” means a description of a specific Partner Team’s details posted on our Platform, or provided to us, for publishing on our Website, Platform and Newsletter.
“Patentable Invention” means a patentable invention within the meaning of the Patents Act 1990 (Cth).
“Payouts” means the Partner Fee payment process for Partners that we provide as part of our Platform Services for Partners.
"Personal Information" has the meaning given by the Privacy Act 1988 (Cth).
“Personnel” means in relation to a Party, it’s staff and other persons that it relies on to perform an Agreement with us.
“Perth Metropolitan Area” means that area covered by the Perth Metropolitan Region Scheme administered by the Western Australian Planning Commission.
"Plan" means a specific configuration of services including the Features, Service levels and associated Fees as outlined on the Pricing page of our website.
"Platform" means collectively our online Applications; including Able and Jarvis; our Software and our Website; and any Services or Information we make available to you.
“Platform Fee” means the fee we charge for the Platform Services we provide, calculated as a percentage of the Project Value for each Project on Able, as specified in Able.
“Platform Services” means the: features & third-party technology services provided through our technology platform Able; access to our Partner Network & marketplace; access to our Partner Community & events; Project Support Services services delivered by our staff; Our Products; and the payment, transactions and Payout process.
“Pricelist” means our list for the prices of Products, Components and Services, as varied from time to time.
“Pricing Guide” means the information we provide to Partners to assist them in pricing Projects, Products and Services.
“Products” means any item, object or system and generally refers to products such as surveys, analytic and feedback tools, or materials and includes Integral’s Products, Partner Products, and Client Products.
“Profile” means a User’s details posted to our Platform, or provided to us, for publishing on our Website, Platform and Newsletter. Profiles include your name, email, position, company information, qualifications, credentials, professional experience and profile images.
"Program" means a specific combination, series, duration and order of our Services and service Components, delivered in a structured format; such as a series of activities, project phases, or a structured behaviour change intervention for a specific cohort or group of Participants; to a Client/s and as outlined on Able. Programs are subset of a Project, however where a Project has only one Program the word is used interchangeably.
“Project” means a specific combination, duration and order of Components provided to a Client and as outlined in a Quote and on Able; including but not limited to Services, Products, Programs, coaching sessions, training workshops, emails, micro-learning, consulting activities and feedback & evaluation services. Projects can include one or more Programs, however where a Project has only one Program the word is used interchangeably.
“Project Agreement” means a legal document outlining the terms and conditions between a Client and Partner for a specific Quote and related Project.
"Project Commencement Date" or "Project Start Date" means whichever is the earliest date: (a) the date specified in the Quote Schedule as such; or (b) the date of the first Participant or User experience, including but not limited to a welcome emails, coaching sessions, training workshops, group briefings, scoping meetings and survey services.
“Project Coordinator” means the person specified in Able as such for a specific Project, and responsible for the project management, coordination, logistics and scheduling assistance of that Project; and “Program Coordinator” means the same role for a Program level.
"Project Duration" means the period of time from the "Project Commencement Date" to the "Project End Date" as measured in months.
"Project End Date" means (a) the date specified in the Quote Schedule as such; or if the date has not been specified (b) the date of the last Participant or User experience, including but not limited to a thankyou emails, coaching or training sessions, post-program meetings and post-program evaluation surveys services.
"Project Expiry Date" means whichever date is the greater calculated with the following formulas: (a) Project Start Date + Project Duration + 90 days = Project Expiry Date, or (b) Contract Sign-off Date + 365 days. If the Project Start Date or Project Duration is not specified in the Quote the Project Expiry Date shall be calculated using (b).
“Project Fee” or “Total Project Fee” means the total amount that the Client has agreed to pay for the Services set out in the Quote and related Project Agreement.
“Project Lead”, “Project Lead Consultant” or “PLC” means the individual person, generally a Partner, with primary responsibility for the design, delivery, quality and impact of a specific Project, as specified in the Quote or Project on Able; and “Program Lead” means the same role for a Program.
“Project Owner” means the owner and responsible entity for a Quote and Project. They have final decision-making authority on the Quote & Project, including the Roles, Splits & Pricing. The Project Owner may delegate some of their authority to the Project Lead for the day-to-day management and delivery of the Project.
“Project Support Services” means specific activities and tasks that our staff provide to you as outlined in the Quote section of Able.
“Project Team” means the group of people involved in the design, selling, coordination and delivery of a specific Project to the Client as outlined in the Quote and Project sections on Able. Some of these people may be Partners and other’s Integral employees that provide Project Support Services.
“Proposal” means the hard-copy or electronic document provided to the Client, outlining the Project, specific provision of our Services, and includes the Quote and Fees.
“Publish” means to prepare, produce, reproduce, transmit, distribute, publish or otherwise make available directly or indirectly, to any person (including us), Information, Surveys and Data, including but not limited to publication by printing, exporting, email, social media, web link, embedded iframe, website pop-up or any other form of publication media (digital or physical).
“Qualifications Framework” means the frameworks as defined by ASQA. These frameworks contain groups of units of competency used to develop learning outcomes. These groupings range from Certificate I to Graduate Diploma level.
“Quote” means the electronic document on Able provided to the Client, outlining the Project & provision of Services, and specifically referring to the section outlining the Fees.
“Recipient-Created Tax Invoice” or “RCTI” means a Recipient-Created Tax Invoice as defined by the Australian Taxation Office, that we generate on behalf of our suppliers.
“Renewal Date” means that date specified by adding the Term of the Agreement to the Effective Date.
“Respondent” or "Rater" means any individual or entity that you Publish a Survey to, either directly or indirectly, in order to gather feedback from.
“Registered Training Organisation” or “RTO” means a training provider registered by ASQA, (or a state regulator) to deliver vocational education and training (“VET”) services.
“Role” refers to the actor categories listed on a Project in Able and “Responsibilities” means the description of each Role in Able or the Partner Agreement.
"Sensitive Information" means information or an opinion about an individual’s racial or ethnic origin; or political opinions; or membership of a political association; or religious beliefs or affiliations; or philosophical beliefs; or membership of a professional or trade association; or membership of a trade union; or sexual orientation or practices; or criminal record; that is also personal information; or health information about an individual; or genetic information about an individual that is not otherwise health information; or biometric information that is to be used for the purpose of automated biometric verification or biometric identification; or biometric templates.
“Server” means a server, database, hosting facilities, or other storage service.
“Services” or “Client Services” means the Platform, Products and Components provided to the Client under a Project Agreement with the Client, whether by a Partner or Integral, in particular those services described in the Quote. Services include but are not limited to: leadership & management development programs; training and qualifications; coaching; surveys, analytics and feedback products; consulting services; software applications and digital products; website/s; and other professional & organisational development services; knowledge and support forums, or support via email and phone; data hosting, transfer, usage and storage; messages and notifications; online and hard-copy learning content; behaviour change recommendations to individuals and organisations; and specific Third Party Services.
“Software” means the source code, object code, or underlying structure, ideas, or algorithms, and any associated files or procedures of a software program, sub-program or application.
“Statement of Work” or “SOW means an legally binding agreement between the Project Owner and a Service Delivery Partner in relation to specific Project Component/s and includes the optional model Component Task Contract.
“Subscriber” means a Client, Partner or User that has a Subscription.
“Subscription” means a contract to receive our Services that automatically renews itself at the Subscription Renewal Date and incorporates the Subscription Fees, Subscription Commencement Date, Subscription Renewal Date, Subscription Term taken together as outline in your Quote.
"Subscription Fees" means the series of annual or monthly Fees paid to us by the Subscriber for the duration of the Subscription Term, in return for the Services outlined in the Agreement.
“Subscription Commencement Date” means the date designated as such in our Quote for the commencement of the Subscription.
“Subscription Renewal Date” means the date one Subscription Term forward from the Subscription Commencement Date, and thereafter means the future date to which the Subscription Renewal Date is extended by operation of our Terms & Conditions.
“Subscription Term” means the period of time designated as such on the Quote, unless extended or terminated by this Agreement.
“Supported Services” means all activities, products or services that we will support on our Platform including: leadership, team & organisation development services; leadership & management development programs; professional training and qualifications; facilitation services; strategic planning services; leadership & executive coaching; surveys, analytics & feedback products; consulting services; professional & organisational development services.
“Survey” means all surveys, polls, quizzes, questionnaires, questions, feedback profiles, organisation surveys, and tests created, distributed and responded to through our Platform.
“Team Member” means all people mentioned in Schedule 3 (Team Members) of the Partner Services Agreement or who are added to Able as Team Members.
“Term” means the term or duration of the Agreement.
"Terms of Use" or "TOU" means our Terms of Use for Users of our Platform and Services.
“Third Party Services” means any third party product or service not created by Integral or our Partners when they act on our behalf, including but not limited to: websites, software and web applications; hardware and Server providers; connectivity and network providers; and data hosting, transfer, usage and storage services, some of which we may use or you may use to deliver our Services.
“Total Project Fee” means the total Fee the Client has agreed to pay for the Project and Services set out in the Quote and in the Client Project Agreement.
“Trainer” or “Assessor” means a person as defined by ASQA, that holds the required credentials, competencies and knowledge to deliver an RTO’s training and assessment.
“Training Packages” means the skills and knowledge needed by learners to perform a job as defined by ASQA. They do not specify how to train learners. Each training package contains three components: Units of Competency, a Qualifications Framework and Assessment Guidelines.
“Units of Competency” or “Units” means the Units of Competency as defined by ASQA. Units of Competency define the skills and knowledge needed as part of a Training Package, and how to apply them in a workplace context.
“Use” means use, copy, Publish, publicly perform or display, distribute, modify, translate, and create derivative works.
“User” means the individual person who uses our Platform or otherwise receives our Platform Services, whether as a Subscriber, Client, Participant or Partner; or a principal, employee or other associate of the Client, who is authorised by a Client in compliance with this Agreement to use our software Platform or otherwise receive our Platform Services, and includes any person who assumes that person’s position within the Client's organisation.
“VET” means Vocational Education and Training, and generally refers to the VET sector in Australia as regulated by ASQA.
“We”, “Our”, “Ours”, or “Us” means "Integral Development Associates Pty Ltd", trading as "Integral" or “Able”, and includes the related bodies corporate of Integral, including its principals, directors, officers, employees, servants and agents.
“Website” means the websites maintained by us namely: www.integral.org.au, www.helloable.co; and any other Integral, Able branded or co-branded websites (including sub-domains, international versions, widgets and mobile versions).
“Work Product” means any means any tangible results or deliverables that the Partner agrees to create for, or actually delivers to, the Client as a result of performing the Services, such as written reports, documents, materials, and any intellectual property specifically developed for the Project; but excludes Data generated as part of the Project, or any Existing Technology or any Developed Technology.
“Your Data” means any of your Data covered by Intellectual Property Rights - including any data created by a User, whether specifically authorised by you to do so or not – or any Information provided by a Respondent to one of your Surveys.
“You” or “Your” means the Subscriber, Client, Participant, Partner or User, and in the case of our Privacy Policy a person in respect of whom we have collected personal information.