Our Terms & Conditions
The terms & conditions for using our products & services, including our leadership development & coaching programs; and surveys, analytics and feedback products.
Published 9th October 2020, archived 16th September 2021.
Thank you for purchasing our services. The following statement outlines the terms & conditions for using the services that we provide to the you under this Agreement, in particular those services described in your quote.
By signing and returning our Quote in hard copy, or signing and submitting it electronically online via our proposal software (Qwilr or other), or by checking the “I agree” (or similar button) that is presented to you at the time of purchasing our Services; you are creating a legally binding agreement with us to purchase the program/s, platform and products (collectively the "Services") described on your Quote and your acceptance of our Agreement with you.
Our Agreement with you incorporates these related documents: our Terms & Conditions (this document), our Terms of Use (for Participants or Users of our Services), our Privacy Policy, the Definitions & Interpretation and also the relevant Quote, (collectively the “Agreement”).
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This Agreement is between Integral Development Associates Pty Ltd ABN 41 008 738 672 ("Integral", the “Company”, "we", or "us"), and “you”, the person or entity “Client” purchasing our Services, collectively know as “the Parties”. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Client”, "Subscriber", “Customer”, or “you” means your company, and you are binding your company to this Agreement.
Some aspects of the Agreement apply to "Participants" who are authorised by Clients to participate, access and use our Services. You agree that Participants will be asked separately to consent to our Terms of Use when participating in a Program or accessing our Services.
The "Effective Date" of this Agreement is the date, which is the earlier of (a) the date designated as such in the first Quote where you indicate your acceptance of this Agreement, or (b) the first Client or Participant experience or initial User access to any of our Services, through any online provisioning, Account creation, registration or order process.
Please read this Agreement carefully before proceeding with any use of our Services. If you do not accept the Terms and Conditions of this Agreement, please cease using our Services immediately.
The Parties hereby agree as follows:
1. Definitions & Interpretation.
1.1. For purposes of this Agreement the Definitions and interpretation rules provided by the Definitions & Interpretation page apply.
2. Services.
2.1. In consideration for full payment by you of the Fees we will provide the Services.
2.2. The provision of Services is subject to all the limitations, requirements, restrictions and conditions set out in this Agreement.
3. Currency of Quotation.
3.1. Quotes and associated Fees will remain current for three (3) months from issue, after which we reserve the right to alter the Quote.
3.2. Once the Quote becomes part of the Agreement, the Quote (including Fees) is fixed.
4. Payment Terms:
4.1. Fixed Non-Recurring Contracts.
4.1.1. Upfront: Where the Fees are less than $10,000, 100% of the Fees will be invoiced on receipt of your signed Quote. This must be processed for payment before work can commence.
4.1.2. Two Tranches: Where the Fees are greater than $10,000, a deposit of 50% of the Fees will be invoiced on execution of the Agreement. This must be processed for payment before work can commence. The remaining balance will be invoiced in one final payment of 50% when 30% or more of the job has been delivered; in effect right before the completion of the segment of the Services paid for by the first payment amount.
4.1.3. Enterprise invoicing: Where clients have other invoicing needs, we reserve the right to charge a fee up to $100 per invoice.
4.2. Subscriptions.
We provide some of our Services as Subscriptions. If you purchase a Subscription you acknowledge and agree:
4.2.1. Subscription Fees.
Your Subscription Fees as designated in our Quote will remain fixed for the duration of the Subscription Term.
You will pay all Subscription Fees and charges as specified on our Quote to Integral.
You will pay all Subscription Fees on an annual or monthly basis as agreed in the Quote, in advance of each year or month of usage, for the duration of the Subscription Term.
You will not be entitled to a refund of the Subscription Fees on the grounds that you have made less use of the Services than anticipated.
We may automatically charge you additional Subscription Fees at the rates specified in our Quote.
We may change the Subscription Fees at any time, however changes will only become effective at the end of the current Subscription Term.
We will provide you with prior notice of any change in Subscription Fees to allow you to cancel your subscription prior to the end of your Subscription.
4.2.2. Automatic Renewal of Subscriptions.
Unless you cancel your Subscription prior to the Subscription Renewal Date, it will automatically renew.
At the Subscription Renewal Date, your Subscription will be automatically renewed on the same basis for an extended period of equal length to the previous Subscription Term. On such extension, the Subscription Renewal Date will automatically be changed to become the last date of the extended period, and will renew again at the end of that period and so on.
At the time of renewal, we will charge you the then-current Subscription Fees based upon the Subscription that you have chosen.
You may cancel your Subscription at any time, by notifying us that you wish to cancel your Subscription, in which case the Subscription Fees will cease at the next Subscription Renewal Date. However you will not be entitled to a refund of any part of your Subscription Fees prior to the Subscription Renewal Date unless we agree to pay such refund.
5. Additional Fees.
5.1. Credit Card Fees.
If you elect to pay any Fees by credit card you acknowledge and agree:
You authorise the card issuer to pay any amounts described herein, and authorise us (or any other entity that acts as a billing agent for us), to continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer) for all Fees or charges associated with this Agreement including any renewal Fees as described herein to your credit card account until paid in full.
Your credit card information is correct, and you will promptly notify us of any changes to your credit card information.
Any payments made by credit card are subject to an additional 2% processing Fee additional to the Fees or invoiced amount.
If we do not receive payment from your credit card issuer, you agree to pay all amounts due by another method if necessary.
We may suspend or cancel this Agreement, if your credit card payment cannot be processed for any reason.
We may update this clause in order to implement any changes to the law, or any changes in practice or procedure by our bank or payment services contractor.
5.2. Late Payment Fees.
If your payment is late for any reason we will charge a Late Payment Fee. You acknowledge and agree:
Your payment is due within 14 days of the date of invoice.
We will charge a late payment fee of 5% of the invoice amount for all fees that remain unpaid after 14 days from date of invoice.
We will charge an additional late payment fee of 5% of the invoice amount for each late 30 day period.
We are entitled to recover the costs of recovering unpaid fees.
5.3. Travel Fees.
Where our consultants are required to travel for more than 45 minutes (by car, taxi, uber, public transport or plane) beyond the Central Business District to deliver the Services, you understand and agree we will:
Charge for the time spent travelling, at a rate of $100 per hour or as specified in the Quote, and
Charge the Australian Federal Mileage Reimbursement Rate Mileage, and
Charge for any other transport services required such as flights and taxis, at cost.
5.4. Cancellation Fees.
If the Client elects to:
Cancel the entire Agreement, or a part of, more than twelve (12) weeks before the Program Commencement Date, then the Client must pay the Company 50% of the relevant Fees (or the associated part of), plus GST as a Cancellation Fee; or
Cancel the entire Agreement, or a part of, less than twelve (12) weeks before the Commencement Date of the program, then the Client must to pay the Company 100% of the relevant Fees (or the associated part of), plus GST as a Cancellation Fee, and if the Effective Date is less than 12 weeks before the Program Commencement Date, this paragraph will apply regardless.
Any Fees which at the time of cancellation has been paid by the Client will be forfeited to the Company and deducted from any Cancellation Fee due, unless the amount paid exceeds the Cancellation Fee, in which case the Client will be refunded the difference.
If notice of cancellation is given by the Client, the effective date of cancellation is the date on which written notice of cancellation is received by the Company.
If the Client elects to cancel the entire Agreement, or a part of, the Company may (but is not obliged to) offer the Client an opportunity to transfer the value to another Service of equal or greater value of the Agreement Fees to be used within a 12-month period of the original Effective Date (a "Credit").
Without limiting the Company’s other legal or contractual rights, if due to non-compliance by the Client the Agreement is cancelled by Integral, the Client is not entitled to receive a refund of any Fees.
5.5. Rescheduling Fees.
We understand that you or your Participants may need to postpone or reschedule either your entire Program or Service, or a part of it (a "Component"). If you know the date you would like to "reschedule" the Service/s for we will schedule the service delivery to the later date, or if you do not know the revised date you would like to schedule the Service/s for we can "postpone" service delivery until the timing is finalised. However we will charge you a fee (the "Rescheduling Fee") depending on the amount of time prior to the initial Component you or your Participant's provide us notice (the "Notice Period").
All notices of rescheduling or postponement must be provided in writing. If notice of rescheduling or postponement is given by the Client, the effective date for the Notice Period is the date on which written notice is received by the Company.
If we do not receive prior notice of postponement or rescheduling we will charge 100% of the related Fee.
Program Expiry Date: Programs, Sessions and Service delivery cannot be postponed or rescheduled indefinitely. All services must be delivered or Credits used prior to the Program Expiry Date. At the Program Expiry Date you are liable to pay the full Fees due under the Agreement regardless of whether the Services are delivered by the Program Expiry Date.
Rescheduling will attract the applicable Rescheduling Fee specified in clause 5.5.6, which outlines the Rescheduling Fees associated with the Notice Period you or your Participants provide us by "Service Type or Component".
Notice Periods to Reschedule or Postpone:
6. Amendments & Variations to the Quote.
Notifications: Amendments and variations to the Quote must be advised and confirmed in writing by both Parties.
Reduced Participants or Users: If the Participant numbers stated in the Quote are reduced after the Effective Date, or Participants withdraw or do not attend, and there is a related Fees per Participant or User, such as for a coaching sessions for a Participant, a survey process or materials per person, then our Cancellation policy and Cancellation Fees apply.
Additional Participants or Users: if you request us to increase the number of Participants, you will be liable to pay us additional Fees as appropriate for the number of new Participants at the rates specified in our Quote.
Limitation on Participant Numbers: If the Quote specifies a limitation on the number of Participants or Users that you may authorise to use and/or receive the Services, then you will not allow more persons to use and/or receive the Services, and two individuals may not share such use.
7. Recommendations.
No person should act on any information, recommendations, products or services provided by us before they have formed their own opinion through investigation and research as to the suitability of the information, products or services for their own circumstances.
Please note occasionally we provide wellness and wellbeing advice, however we do not provide professional medical or mental health diagnosis or treatment advice. Our Services are not a substitute for the advice of a medical professional, and the information made available on or through our Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. If you require medical advice or services, you should consult a medical professional.
Because our Services are in the nature of consultancy and coaching services, where the outcome of our advice and recommendations depends on your cooperation and/or accurate and substantial implementation, we bear no liability for your losses resulting from your non-cooperation or failure to properly implement our advice and recommendations. In addition, because multiple factors beyond our control will influence the outcome of that implementation, while we use our best efforts to provide you with appropriate and useful advice and recommendations, we do not guarantee results.
8. Intellectual Property:
We value you and your user's intellectual property rights. The following section outlines Our Intellectual Property Rights, Your Intellectual Property Rights and the Intellectual Property Rights of others & third parties.
8.1 Our Intellectual Property Rights.
We have worked hard to develop our Intellectual Property and appreciate your help in maintaining our Intellectual Property Rights. You acknowledge and agree:
Integral owns or is the lawful licensee of all the Intellectual Property Rights which are in existence as at the date of the Agreement or which come into existence after the date of the Agreement through the efforts of the Company; or which are developed with the participation of the Client during the course of the Agreement. This Agreement does not assign any rights in that Intellectual Property to you Including your Participants) except a licence to access and use the Platform and Services in accordance with this Agreement.
All Information appearing on Platform including documents, screens, services, application design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Integral, its affiliates, or its third party licensors.
We grant you a limited, personal, non-exclusive and non-transferable licence to use and to deal with our Intellectual Property solely for your use, subject to all conditions and limitations stated in this Agreement.
This limited licence terminates automatically, without prior notice to you, if you breach any term of this Agreement.
That except as expressly permitted in this Agreement, you have no right to, and will not, directly or indirectly:
Remove any proprietary notices or labels from Integral.
Use our copyrights or trademarks or any confusingly similar marks, without our written permission.
Purport to distribute, pledge, assign, or otherwise transfer or encumber rights to Integral or our Intellectual Property.
Modify, edit, copy, translate, reproduce, create derivative works of, alter, enhance or in any way exploit Integral or any part thereof.
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of Integral.
That except for the limited rights granted here, you have no right, title or interest in Integral or our Intellectual Property.
Any Developed Technology produced by us while performing this Agreement, whether or not commissioned and/or paid for by you, will belong exclusively to us, and you hereby agree that the right to patent any Patentable Invention that is part of the Developed Technology will vest exclusively with us.
If we are concerned that you may be infringing our Intellectual Property Rights, we may notify you to desist from the apparently infringing activity and you must suspend that activity immediately. We may suspend your access to our Services (as either a Client, Participant or User) if you infringe our intellectual property rights.
If You our your Users are accessing our Services online (including via APIs and any website) or electronically (including apps and software), our TOU will apply.
8.2. Your Intellectual Property Rights.
You will own and will retain ownership of all the Information you Publish on our Platform. The rights and the limitations on those rights provided by this clause will be attributed to you for every Participant and User that you authorise to access and use our Services. It is your responsibility to ensure that every Participant whom you authorise understands the status of your Intellectual Property rights. You acknowledge and agree:
You will retain the ownership, title and all other rights to the Intellectual Property in your Data, and hereby grant Integral a fee-free and royalty-free licence to deal with the Intellectual Property in your Data for the purposes of facilitating your use of the Services, subject to all conditions and limitations stated in this Agreement.
We do not assume or accept any responsibility or liability for the content or nature of your Data. We will use our best efforts to keep all User-created data secure, subject to access and use rights created or acknowledged by this Agreement.
We may disclose any of your Data to the extent required by a court of law, stock exchange, governmental department or regulatory authority having jurisdiction over Integral or pursuant to any applicable legislation or regulation.
We can remove any of your Data if we believe that it is unlawful and/or violates this Agreement.
Aggregated Anonymous Data: You agree that we may obtain and aggregate technical and other data about you and your Participants' use of the Services that is non-personally identifiable ("Aggregated Anonymous Data"), and we may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by you and other Clients. For clarity, this Section does not give us the right to identify any person as the source of any Aggregated Anonymous Data.
8.3. Other People’s Intellectual Property Rights.
We respect other people’s rights, and expect you to do the same. As a Client, you will be held responsible for any breach by a Participant of any prohibitions set out in this clause. You acknowledge and agree that:
You will comply with the Privacy Act 1988 or other applicable legislation.
You will obtain people’s consent to collect their Personal Information at all times.
You will not knowingly or negligently infringe the Intellectual Property Rights of a third party.
You will not knowingly or negligently cause us to infringe the Intellectual Property Rights of a third party.
You will not Publish any Copyright Material without the express written consent of the copyright owner.
If you repeatedly infringe other people’s Intellectual Property Rights, we will disable your Account when we consider it appropriate to do so, in our sole discretion.
Data may be subject to the Intellectual Property Rights of third parties, and must be used only in accordance with any applicable licences.
9. Privacy & Confidentiality:
9.1. Privacy.
Your privacy and confidentiality is important to us. We keep all Personal Information confidential, in compliance with the Privacy Act 1988 (Cth) of Australia.
To understand how we collect, manage, maintain and handle your Information please read our Privacy Policy.
If any person whose personal information we acquire is a resident of the European Union, we will store, use and disclose that information in compliance with the GDPR as per our Privacy Policy.
9.2. Confidential Information.
Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information").
Any Integral technology, performance information relating to any of our Services, and the terms and conditions of this Agreement is our Confidential Information without any requirement for special marking or further designation.
Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.
The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Integral, any subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section.
The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) was rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) was independently developed by the Receiving Party without relying on the Confidential Information.
The Receiving Party may make disclosures of the Confidential Information to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
10. Safety & Health.
To ensure the safety and health of all employees, consultants and others involved in the provision of the Company's Services, the Client must provide a safe and healthy environment and be responsible when the Company’s representatives visit your premises. The Client must implement effective Occupational Safety and Health policies and procedures and hold adequate public liability insurance cover.
Participants must comply with all health and safety instructions given by us (including any of our contractors such as coaches or training consultants) or the owner or operator of any venue where our Services are delivered.
11. Using our Platform.
Some of our Services require the use of our online Services, software Applications, Able, digital products, API, Website and related Third Party Services (collectively our "Platform"). You acknowledge and agree:
11.1. Application Licence.
In consideration for payment of the Fees by you, we hereby grant a non-exclusive and non-transferable licence to you and the Users included in your Quote to use the Platform for the Program Duration.
The licence granted above is subject to all the limitations, requirements and conditions imposed by this Agreement.
11.2. Availability of the Platform.
We will work to keep our Platform continuously available and ensure the amount of downtime is limited, but we cannot guarantee that the Platform will always be available to you and your Users. Additionally the Platform, and any Information it includes regarding Integral (made available by us or others) may include inaccuracies or errors, and is provided “as is,” “where is,” “as available,” and “with all faults.”
You acknowledge and agree that the Platform is our property and:
From time to time downtime, either scheduled or unscheduled, may occur.
We will not be liable to you, or to any third party, for any modification, interruption, suspension or discontinuance of our Platform.
We will not be liable to you, or to any third party, for the consequences or any losses alleged to result from any downtime of our Platform.
We reserve the right to modify, interrupt, suspend, or discontinue, temporarily or permanently, our Platform or any part of, without notice.
We will not be liable to you, or to any third party for the: loss; deletion; failure to receive, process, maintain or transmit any Information.
You are solely responsible for evaluating the accuracy, reliability, completeness, and usefulness of any Information obtained by you or your Users through our and Platform.
To the fullest extent permitted by law, we make no representations or warranties regarding the suitability, reliability, availability, timeliness, accuracy, quality, or absence of viruses of our Platform.
11.3. System Requirements.
We do our best to keep our Platform as widely compatible with current technology as possible, but we cannot guarantee it will always work with your hardware or software.
You acknowledge and agree that in order to use our Platform, a modern browser such as Internet Explorer 7+, Firefox 3+, Safari 3+ or Google Chrome 9+ is required. Additionally, a stable connection to the internet is required. Our Platform may work in a limited manner on other web browsers, but is not designed for use on web browsers other than those recommended above.
11.4. Third Party Services.
In so far as our Platform is configured and designed to be used in conjunction with, interoperate with, rely upon, and allow you to access Third Party Services, you acknowledge and agree that:
Your access to and use of any Third Party Services and Information, is governed by the terms and conditions of the third party.
We will not be liable to you, or to any third party, for the consequences or any losses alleged to result from any Third Party Services.
In the event that a licence held by us from a third party in relation to software or a product is suspended or terminated without any fault by us, and that software or product is necessary for the ongoing provision or support of our Platform, we may suspend our provision of the Platform, provided that we use all reasonable endeavours to find and deploy a reasonably suitable replacement for the unavailable Third Party Service.
12. Support Services.
We will work within reason to provide support for all Clients including their Participants. You acknowledge and agree that:
Support for the Services is limited to the following areas: basic usability and basic functionality.
We will determine the nature of your support enquiry for these purposes.
We will reply to support enquiries via email or phone depending on your needs, as determined by us.
We reserve the right to limit each support telephone call to half an hour and to limit each call to a single support issue or question.
We cannot guarantee support response times. Our published response times are an indication only, and should be taken as such.
We may limit or terminate our support to you if you use our Platform in an irregular, excessive, abusive or fraudulent manner.
We do not claim to be able to resolve or be responsible for connectivity or networking issues caused by the misapplication, failure, or incompatibility of Third Party Services.
13. Communication and Notifications.
You acknowledge and agree that we have the right to send you, (including each of your Participants), notices, news and communications about Integral to your email address or to any alternate email address you may have provided. You can revoke your consent to receiving these communications at any time by unsubscribing from our mailing list, however we reserve the right to notify you of any issues we consider critical.
14. Limitations and Exclusions of Liability.
To the fullest extent permitted by law, in no event will we be liable to you, any User, or any other person for any loss, damages or claims relating to any of the following things:
Any indirect, incidental, or consequential loss, damages, or claims, including damages for lost profits, lost revenue, loss of use, lost Information, or costs of insurance cover, arising out of the supply of the Services (including to your Participants).
Any breach of this Agreement by you.
Any use of our Platform by a third party using your Account, whether or not authorised by you.
Any Information obtained through our Services, including Information made available by other Users of our Services.
Any delay in providing, failure to provide, or the inability to use our Services, where not directly caused by our negligence.
Any unauthorised access to or alteration of any Data sent or received or not sent or not received.
Any threatening, defamatory, obscene, offensive or illegal Information or infringement of a third party’s rights.
Where we provide our Services at your request to a third party, such as a subsidiary or related entity, the Company will use its best endeavours to provide the Services as purchased but Integral will not be liable for any loss or damage suffered by you by reason of non-fulfilment of the provisions of this Agreement by the entity to which we are providing the Services, including: (i) any cancellation of the Services, deviations or delays; or (ii) any injury, damage, loss or accident to any persons or goods whatsoever and howsoever the same may be caused, and you will remain liable to pay all Fees due under this Agreement.
To the fullest extent permitted by law, in the event that, notwithstanding the foregoing exclusions of liability, we are liable to you for any amounts under this Agreement on any grounds, our total liability in respect of such amounts will be capped at the total amount of the relevant Fees paid by you under this Agreement.
You acknowledge and agree that, without the foregoing exclusions and limitations of liability, Integral would not be able to offer the Services, and that all exclusions and limitations of liability made here are reasonable in all of the circumstances, even if they may cause any of your remedies under this Agreement to become unavailable.
We are not responsible for the actions of or Information provided by third parties, and you hereby release us, including our directors, officers, employees, and agents from any claims and damages, that you may have now or in the future, arising out of or in any way connected with any such actions or information.
If anyone brings a claim against us related to your actions or Information published via our Platform, you indemnify us and will continue to indemnify us against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such a claim.
15. Warranties and Indemnities.
The Client warrants that all Participants will act at all times in a responsible manner taking care for the safety of other persons and their property during the delivery of our Services. The Client hereby indemnifies and will continue to indemnify the Company and any person claiming through the Company in respect of all loss, damage, claims and liability to any person arising from any breach of this warranty, and any other breach of this Agreement by the Client, including a breach caused by its employees, agents, contractors and participants.
Where we supply any course materials to any participant that includes Intellectual Property owned by a third party: (a) we warrant that we are licensed to do so, and (b) we indemnify and will continue to indemnify the Client in respect of any claims by that third party that its Intellectual property rights have been infringed by that use.
The Client hereby indemnifies and will continue to indemnify Integral for any losses, damages or claims suffered by Integral arising from any breach by the Client (including its Participants) of this Agreement.
To the fullest extent permitted by law, all implied warranties regarding the quality or suitability of the Services are hereby excluded, including any implied warranties regarding merchantability and fitness for purpose.
16. Force Majeure.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events that occur after the making of this Agreement and that are beyond the reasonable control of that party, including any 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.
Where a Force Majeure situation under clause 16.1 persists: (a) we may postpone the delivery of our Services to you for a reasonable period of time; and (b) if the delay in Service delivery extends beyond 6 months, either party may cancel the Agreement without penalty. For the avoidance of doubt, this subclause does not apply to rescheduling or cancellations at the option of the Client under clause 5.
In the event that we are unable to deliver our face-to-face Services (such as group training) due to a Force Majeure event that prohibits or limits close physical proximity, such as a pandemic or other public health situation, we may alternatively deliver the Services online.
17. Participant Consent and Terms of Use:
The Services we provide you generally involve the authorised participation, access or use of our Services by Participants (individual people, generally employees of the Client and including Users and Coachees). In relation to these Participants you acknowledge and agree:
That we may request each Participant to agree to our Terms of Use and to comply with the requirements of these Terms and Conditions in relation to privacy and confidentiality, our Intellectual Property rights, and behaviour during the delivery of our Services.
We reserve the right to exclude any Participant from receiving the Services if they refuse to agree to our Terms of Use.
A breach of our Terms of Use by a Participant is deemed to be a breach of the Agreement by you.
Coaching Participants may be required to agree to our Coaching Agreement.
18. General:
18.1. Goods and Services Tax.
The Company and the Client will comply with the Goods and Services Tax (GST) laws in every respect in relation to invoicing and payments under this Agreement.
18.2. Subcontractors.
We may rely on subcontractors to deliver the Services under this Agreement, provided that Integral remains responsible for (i) compliance by any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services in accordance with this Agreement.
18.2. Costs.
Each Party will bear its own costs of performing and observing their obligations under this Agreement, of any variation of the Quote, and of preparing any Special Condition.
18.3. Remedies and Disputes.
In the event that any dispute arises between the Parties under this Agreement, the Parties agree that neither Party will commence legal proceedings, except for applications for urgent injunctions, unless it has first applied the following dispute resolution procedure:
The Party raising the dispute must notify the other Party in writing of the nature of the dispute.
Within 7 days of service of the notice referred to at clause 18.3.1 above, the Parties must meet and negotiate in good faith to resolve the dispute.
If negotiation under (b) above fails to resolve the dispute within 21 days, either Party may refer the dispute to a mutually acceptable, independent mediator operating under a recognised code of mediation practice. If the Parties are unable to agree upon a choice of mediator, or if the Parties agree to do so, either Party will refer the dispute to the Resolution Institute for adjudication by a mediator appointed by that Institute. Each Party must participate in a mediation held under this clause 18.3.3 in good faith, with a view to resolving the dispute.
Each Party will be responsible for its own costs of implementing the procedures required by this clause 18.3, and for one half of the mediator's fees for a mediation held under clause 18.3.3 above.
Neither the Company nor the Client may resort to litigation to resolve a dispute under this Contract, except for urgent injunctions, unless the Company and the Client first make a bona fide attempt to resolve the dispute by negotiation, and, if negotiation does not resolve the dispute within 30 days, by mediation before a mutually acceptable mediator, or one appointed by the President of the Law Society of Western Australia. The Company and the Client will continue to perform this Contract pending the resolution of any dispute.
18.4. Client Dissatisfaction.
While we endeavour to design and present our Services in a manner that is useful and valuable for our customers generally, we cannot guarantee that the Services will be suitable to your needs. You agree that you have relied on your own judgment when purchasing the Services. If you are dissatisfied with any portion of our Services, we invite you to discuss that problem with us, but we make no promise that we will refund any of your Fees, and you will not be entitled to such a refund in the event that we have not breached any applicable warranty and you terminate this Agreement because of your dissatisfaction.
18.5. Termination.
If you breach this Agreement, including by infringing our Intellectual Property Rights, we will be entitled to terminate this Agreement immediately. Upon such termination:
We will stop providing our Services to you.
We will not be obliged to retain or to return to you any of Your Data.
We will notify you by email on the next time you attempt to access your Account that your Account has been closed.
We may take any measures we reasonably deem necessary to prevent you and your Users from accessing or using our Services any further.
You must immediately cease all use of our Services, and will destroy or return any copies of any supporting documentation.
You will not be entitled to a refund of any Fees already paid by you.
18.6. Entire Contract.
This Agreement represents the entire agreement between Integral and the Client on the subject matters dealt with here, and all other negotiations, discussions, representations and understandings are hereby excluded.
18.7. Governing Law & Jurisdiction.
The application, construction and enforcement of this Agreement will be governed in all respects by the laws in force in the State of Western Australia, Australia, and the Parties submit to the exclusive jurisdiction of the courts of that State in all matters arising under this Agreement.
18.8. Severability.
If any provision or term of this Agreement becomes or is declared by a court to be illegal, invalid or unenforceable for any reason, that provision or term will be deemed to be severed from this Agreement, and the remainder of the Agreement will remain in force and be binding upon the Parties to the fullest extent possible.
18.9. Change of Control.
In the event that we sell our business or our Platform to another entity, you agree that we may assign any licences we have granted to you and your Participants under this Agreement to the new owner of the business.
18.10. Waivers.
The failure, delay or omission by the Company and the Client to exercise any power or right conferred upon that party by this Agreement will not operate as a waiver of such power or right, nor will any single exercise or failure to exercise any such power or right preclude any other future exercise of the same power, or the exercise of any different power or right under this Agreement. Any waiver must be in writing to be effective.
18.11. Overlapping Terms of Service.
Where the Client has its own set of terms and conditions, the Client agrees that any material in this Agreement which is supplementary to its own similar document will apply, and where the two documents are inconsistent, then this Agreement will prevail.
18.12. Term.
This Agreement will expire three years from its date of execution or upon the expiration of any patent related to any part of our Services or Platform, whichever is the longer, except for all warranties, indemnities and payment obligations, and all assignments and licences of Intellectual Property Rights, which will have continuing operation. A new Agreement will be created whenever you purchase more Services.
18.13. Continuing Obligations.
All payment obligations, warranties and indemnities, and all confidentiality and Intellectual Property provisions, will survive the termination or expiry of this Agreement.
18.14. Amendments to these Terms & Conditions.
These Terms & Conditions and the may be updated from time to time by Integral. Any changes that affect the operation of your account will apply from the time the account is renewed, except for changes required to comply with the law, which will apply when required by law.
18.16. Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
18.17 Special Conditions.
These Terms & Conditions may be supplemented by special conditions agreed between the Parties in writing, ("Special Conditions"). If there is any inconsistency between any such these Terms & Conditions and any Special Conditions, these Terms & Conditions will prevail.
18.18 Authority.
The person who signs or authorises the making of the Agreement for the Client represents that he or she has full legal authority to make this Agreement on behalf of the Client. If it is found that the signatory lacks authority and that the Client is thereby not liable under this Agreement, then the signatory will be deemed to have entered into this Agreement with Integral on his/her own behalf.
Our Details:
Should you need to contact us regarding any contractual, legal or privacy issues our business and contact details are:
Trading Name: Integral
Legal Name: Integral Development Associates Pty Ltd
ABN: 41 008 738 672
Email: admin@integral.org.au
Web: www.integral.org.au
Telephone: +61 8 9242 8122
Postal: PO Box 5766, St Georges Terrace, WA, 6831
Address: Level 3, 88 William Street, Perth, Western Australia 6153