ID9 GLOBAL / TPC GLOBAL TERMS AND CONDITIONS OF USE

Updated 1 January 2020


ID9 GLOBAL / TPC GLOBAL TERMS AND CONDITIONS OF USE


1. About the Application
1.1. Welcome to ID9 Global - www.id9global.com and www.id9global.com.au (the 'Application'). The Application provides online training, coaching, consulting and support services (the 'Services').


1.2. The Application is operated by TPC - The Performance Company PTY. LTD. (ABN 98 077 455 273). Access to and use of the Application, or any of its associated Products or Services, is provided by TPC - The Performance Company. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Application, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, or any of its Services, immediately.


1.3. TPC - The Performance Company reserves the right to review and change any of the Terms by updating this page at its sole discretion. When TPC - The Performance Company updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

 


2. Acceptance of the Terms
You accept the Terms by using or browsing the Application. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by TPC - The Performance Company in the user interface.


3. Subscription to use the Services
3.1. In order to access the Services, you must first purchase a subscription through the Application (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee').


3.2. In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.


3.3. Once you have purchased the Subscription, you will then be required to register for an account through the Application before you can access the Services (the 'Account').


3.4. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), details of which may including:

(a) Email address
(b) Preferred username
(c) Telephone number
(d) Password

(e) Other details as requested


3.5. You warrant that any information you give to TPC - The Performance Company in the course of completing the registration process will always be accurate, correct and up to date.


3.6. Once you have completed the registration process, you will be a registered member of the Application ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').


3.7. You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with TPC - The Performance Company; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

 

3.8 Materials Shipment
(a) All materials will be sent to you upon registration and receipt of payment for the program. In the event that you cancel your registration, TPC will not accept returned program materials and all materials shall remain the property of you.

3.9 Copyright and Intellectual Property
(a) All materials are copyright TPC - The Performance Company.  Materials are for exclusive use during the program and you are prohibited by law of copying or reproducing materials for any use outside of the structure of the program.  Materials, including tools, Learning Short-takes®, models, graphics, program structure, or any information are not to be used for or within any other training program.

3.10 Final Assessment and Certification
(a) Certificates will be awarded to participants who complete all learning sessions, completion of the final assessment to the level of the published passing score of 80%, and completion and receipt by TPC of your Real-life Workplace Project and individual skill development action plan. Certificates will be sent to you within 90 days of receipt of your final assessment, completed Real-Life Workplace Project and skill development action plan.

3.11 Participant Cancellations
(a) All registrations are considered complete at the time of payment.  You may transfer your booking to another participant no later than 14 days prior to the program start date.  No refunds will be given for cancellations for the entire program or part thereof.  Should you be unable to attend one or more interactive distance learning sessions you will forfeit that session/s which may impact receipt of a Certificate of Completion.  All materials will be provided to you upon registration regardless of your attendance at the interactive distance learning sessions and participation in the program.

 


4. Your obligations as a Member, Program Participant or Client


4.1. As a Member, you agree to comply with the following:
(a) you will use the Services only for purposes that are permitted by:
i. the Terms; and
ii. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;


(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;


(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify TPC - The Performance Company of any unauthorised use of your password or email address or any breach of security of which you have become aware;


(d) access and use of the Application is limited, non-transferable and allows for the sole use of the Application by you for the purposes of TPC - The Performance Company providing the Services;

(e) you will not use the Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of TPC - The Performance Company;


(f) you will not use the Services or Application for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Application;


(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Application without notice and may result in termination of the Services. Appropriate legal action will be taken by TPC - The Performance Company for any illegal or unauthorised use of the Application; and


(h) you acknowledge and agree that any automated use of the Application or its Services is prohibited.

 


5. Payment


5.1. Where the option is given to you, you may make payment of the Subscription Fee by way of:
(a) Credit Card Payment ('Credit Card')
(b) Invoice (' Invoice ')


5.2. All payments made in the course of your use of the Services are made using Stripe. In using the Application, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their Application.


5.3. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.


5.4. You agree and acknowledge that TPC - The Performance Company can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.


6. Refund Policy
TPC - The Performance Company will only provide you with a refund of the Subscription Fee in the event TPC are unable to continue to provide the Services or if the manager of TPC - The Performance Company makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances . Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 'Refund').

 

7. Participant Cancellations
(a) All registrations are considered complete at the time of payment.  You may transfer your booking to another participant no later than 14 days prior to the program start date.  No refunds will be given for cancellations for the entire program or part thereof.  Should you be unable to attend one or more interactive distance learning sessions you will forfeit that session/s which may impact receipt of a Certificate of Completion.  All materials will be provided to you upon registration regardless of your attendance at the interactive distance learning sessions and participation in the program.



7. Copyright and Intellectual Property


7.1. The Application, the Services and all of the related products of TPC - The Performance Company are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by TPC - The Performance Company or its contributors.


7.2. All trademarks, service marks and trade names are owned, registered and/or licensed by TPC - The Performance Company, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(a) use the Application pursuant to the Terms;
(b) copy and store the Application and the material contained in the Application in your device's cache memory; and
(c) print pages from the Application for your own personal and non-commercial use.


TPC - The Performance Company does not grant you any other rights whatsoever in relation to the Application or the Services. All other rights are expressly reserved by TPC - The Performance Company.


7.3. TPC - The Performance Company retains all rights, title and interest in and to the Application and all related Services. Nothing you do on or in relation to the Application will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.


7.4. You may not, without the prior written permission of TPC - The Performance Company and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application, which are freely available for re-use or are in the public domain.

 

7.5  All documents and training material prepared by or on behalf of TPC in carrying out the project will remain the property of TPC unless a) assigned or agreed to by TPC in writing, or b) otherwise stated in the signed Signed Proposal or Letter of Engagement.

 

7.6  The Client undertakes to keep all materials, documents and information provided to it by TPC confidential to itself and its employees and not to distribute any product of the services provided hereunder to any third party without the TPCs prior written consent.

 

7.7 Where the client has had their full-time, part-time or contract employees attend TPC training courses, including and excluding certification courses, the client is licensed to use the TPC tools, templates, and materials provided to participants during the training course after completion of the training course.  Tools, templates and materials are only supplied for the use of the individual who attended the training course for their professional use after the training course has finished. The client agrees not to distribute any tools, templates, materials or information to other employees within their organization or outside of their organization or to affiliate organizations who have not attended the TPC training course. 

 

7.8 The client agrees that they will not modify, amend or change in anyway any tool, template, document or material provided as part of a TPC training course, whether provided in physical copy or electronic copy without the express permission of TPC received by the client in writing.

 

7.9   The client agrees that they will not distribute outside of their organization any tool, template or materials provided as part of a consulting project or training course and that should employees leave their organization that they will ensure that their employees cease to use the TPC tools, templates and materials once they leave their employ.  Should TPC become aware that an ex-employee of a client in breach of this clause and is using TPC tools, templates or materials individually or within another organization who is not a client of TPC, the originating client will be held in breach.

 

7.10 Should clients supply TPC with documentation, graphics, illustrations, logos, page designs or any other work that may be the copyright or themselves or others, sent to TPC either by physical print or transmitted electronically, TPC will assume that the client themselves either holds copyright of this material or has sought the legal permission to use documents from the document author.  TPC will not be held liable for using unauthorized copyright material if it has been supplied to TPC by the client.

 


8. Privacy
TPC - The Performance Company takes your privacy seriously and any information provided through your use of the Application and/or Services are subject to TPC - The Performance Company's Privacy Policy, which is available on the Application and at www.tpc.net.au.

 


9. General Disclaimer


9.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.


9.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) TPC - The Performance Company will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.


9.3. Use of the Application and the Services is at your own risk. Everything on the Application and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of TPC - The Performance Company make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of TPC - The Performance Company) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Application, the Services, or any of its Services related products (including third party material and advertisements on the Application);
(c) costs incurred as a result of you using the Application, the Services or any of the products of TPC - The Performance Company; and

(d) the Services or operation in respect to links which are provided for your convenience.

 


10. Competitors


If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of TPC - The Performance Company. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, TPC - The Performance Company will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

 


11. Limitation of liability


11.1. TPC - The Performance Company's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.


11.2. You expressly understand and agree that TPC - The Performance Company, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

 


12. Termination of Contract - Members


12.1. The Terms will continue to apply until terminated by either you or by TPC - The Performance Company as set out below.


12.2. If you want to terminate the Terms, you may do so by:
(a) not renewing the Subscription prior to the end of the Subscription Period;
(b) providing TPC - The Performance Company with 30 days' notice of your intention to terminate; and
(c) closing your accounts for all of the services which you use, where TPC - The Performance Company has made this option available to you.
Your notice should be sent, in writing, to TPC - The Performance Company via the 'Contact Us' link on our homepage.


12.3. TPC - The Performance Company may at any time, terminate the Terms with you if:
(a) you do not renew the Subscription at the end of the Subscription Period;
(b) you have breached any provision of the Terms or intend to breach any provision;
(c) TPC - The Performance Company is required to do so by law;
(d) the provision of the Services to you by TPC - The Performance Company is, in the opinion of TPC - The Performance Company, no longer commercially viable.


12.4. Subject to local applicable laws, TPC - The Performance Company reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts TPC - The Performance Company's name or reputation or violates the rights of those of another party.


13.  Termination of all other Contracts (i.e. non-Membership Contracts)

13.1.        Either party may terminate this Agreement if: the other commits any material or persistent breach of its obligations under this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 30 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy or the other becomes bankrupt or insolvent;

 

13.2.        Termination must be effected by written notice served on the other and will take effect on delivery (or on any later date, which is specified in the notice).

 

13.3.        Termination under this clause shall be without prejudice to any rights that may have accrued to either party before termination and all sums due to TPC shall become immediately payable in full.

 

13.4.        Should you terminate the Agreement any invoices that are outstanding will be immediately due and payable. And an amount proportionate to the work that has already been performed at each stage, or the agreed total fee as set out in the letter of engagement, whichever is the greater, will be invoiced and payable within 7 days.

 

13.5.        Should all or part of the invoice represent registrations on any form of training program conducted by TPC be terminated the Agreement will be bound by the cancellation policy as separate to any service agreement being 100% of the course fee regardless of if a participant started the program, or what portion of the training program is completed.  Once a participant has been registered for a training program either via self-registration or via any other form the cancellation policy is triggered.  No refunds will be provided for training programs not completed.

 

13.6.        Should all or part of the invoice represent any form of event or conference or other group meeting (‘event’) conducted by TPC be terminated the Agreement will be bound by the cancellation policy as separate to any service agreement being 100% of the fee regardless of if a participant started the event, or what portion of the event is completed.  Once a participant has been registered for an event either via self-registration or via any other form the cancellation policy is triggered.  No refunds will be provided for events not completed.

 

13.7.        Should all or part of the invoice represent any form of instructional design, learning design, custom design or other project work (‘project’) completed by TPC be terminated any invoices that are outstanding will be immediately due and payable. And an amount proportionate to the work that has already been performed at each stage, or 50% of the agreed total fee as set out in the letter of engagement, whichever is the greater, will be invoiced and payable within 7 days.

 

13.8.        Should all or part of the invoice represent any form of consulting bank, graphic design bank, strategic design bank or any pre-paid funds representing a bank of hours to be used by the client for a variety of projects (‘bank’) completed by TPC be terminated no cancellation or refunds apply. Once the Bank has been activated no cancellation or refunds apply.  Any remainder balance in the Bank after the Bank expiry date will not be refunded. Bank hours are valid for 12 months from the date of the order confirmation.  Remaining hours in the bank will be cancelled 12 months from the date of the order confirmation.

 

13.9.        Any payments made to TPC by the client prior to the termination of any agreement, regardless if they have been pre-paid for services not delivered or for any other engagement or project will not be refunded.

 

14. Indemnity


14.1. You agree to indemnify TPC - The Performance Company, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; and/or
(c) any breach of the Terms.


15. Dispute Resolution


15.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).


15.2. Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.


15.3. Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
(a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Level 20, 201 Sussex Street, Sydney, New South Wales, 2000, Australia.


15.4. Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.


15.5. Termination of Mediation:
If 14 calendar days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

 


16. Venue and Jurisdiction
The Services offered by TPC - The Performance Company is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

 


17. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

 


18. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

 


19. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.

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