Terms & Conditions
1. DEFINITIONS:
a) ACL – means Australian Consumer Law.
b) Attendee – means the person or entity engaging the services of CLINIVATE under the Enrolment.
c) Enrolment – means the enrolment by the Attendee into a course provide by CLINIVATE.
d) CLINIVATE – means Clinivate Pty. Ltd (ABN 83 653 391 952).
e) Intellectual Property – means all form of intellectual property rights throughout the world including but not limited to present and future copyright, registered and unregistered trademarks, patent, design, rights, trade mark, any other intellectual or industrial property rights, discovery, invention, secret process or improvement in procedure of any kind whether arising from statute, under common law or in equity and confidential information including know-how and trade-secrets, including Moral Rights as defined in the Copyright Act 1968 (Cth) and includes rights of integrity of authorship, rights of attribution of authorship and similar rights that exist or may come to exist anywhere in the world over any document or works.
f) Services – means the services CLINIVATE provides through its courses, including content, tools, printed and digital material, teachings and creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, comments, information, data, text, executable files or graphics and any other documents which may be generated, provided, or otherwise made accessible on or through the services provided by CLINIVATE.
2. ATTENDEE OBLIGATIONS
a) All information provided to CLINIVATE by the Attendee must:
i. be accurate and correct to the best of the Attendee’s knowledge; and
ii. not infringe on the rights of any third parties, including but not limited to, content that infringes on privacy rights or intellectual property rights, such as copyright and trademark rights.
b) The Attendee will do all things required to allow CLINIVATE to fulfil its obligations under this agreement and provide the Services without hinderance, delay or impediment from the Attendee. The Attendee acknowledges that where the Services are provided by CLINIVATE to the Attendee, for the benefit of third parties, it is the Attendee’s responsibility to arranged all marketing of any programs, workshops, events or otherwise for which CLINIVATE will be providing Services and CLINIVATE is not required or expected, as part of the Services or otherwise, to ensure or guarantee any attendance of any third party or meet any requirements for specific attendance numbers of participants at any such programs, workshops, retreats, events or otherwise
c) The Attendee acknowledges and accepts that a failure to comply with these obligations may result in delays or difficulties of providing the Services and other issues. Any additional costs will be passed on to the Attendee by CLINIVATE and any delays or difficulties will be accepted by the Attendee, without objection.
d) The Attendee must not do any of the following while accessing or using the Services:
i. Make any replication, copy, take any image of the documents, data information or otherwise deal with any intellectual property provided by CLINIVATE as part of the Services;
ii. Share any reports, advice or other information provided by CLINIVATE as a result of or part of the Services;
iii. Operate any business in direct competition with CLINIVATE with the use of any materials or knowledge provided by CLINIVATE under this agreement, or at any time; and
iv. Disseminate, or allow others to disseminate, any intellectual property of CLINIVATE provided to the Attendee through provision of the Services.
e) The Attendee undertakes to comply with any reasonable directions given by CLINIVATE, to allow CLINIVATE to fulfil the tasks and obligations required for the Services.
f) The Attendee will not hinder the ability for CLINIVATE to engage with the Attendee’s own Attendees and associates for the provision of further, private or one on one services which CLINIVATE may provide to that Attendee or associate in future in the furtherance of CLINIVATE’s business. For the avoidance of doubt, CLINIVATE is not restrained in any way from contacting persons introduced to CLINIVATE by the Attendee.
3. RELIANCE UPON REPRESENTATIONS
a. Any representation or advice not contained in writing within these terms and conditions or in the Enrolment do not form part of the agreement between CLINIVATE and the Attendee and is expressly excluded from the agreement between CLINIVATE and the Attendee.
b. The scope of the Services and any advice provided by CLINIVATE is at its discretion and it may vary the Services and advice from time to time.
c. CLINIVATE provides the Services to the Attendee in good faith and in reliance on the representations made by the Attendee.
d. The Attendee indemnifies and releases CLINIVATE from any loss or damage arising from any misrepresentations by the Attendee to CLINIVATE.
4. NO GUARANTEE
a. The Attendee acknowledges and agrees that the Services provided by CLINIVATE do not guarantee any particular result. The Services of CLINIVATE may differ from time to time and CLINIVATE cannot warrant a particular effect, outcome or result from the provision of the Services.
b. The Attendee holds CLINIVATE harmless in relation to any dissatisfaction with any expected outcomes of the Services, which may be the subject of numerous other factors external to the Services which are not within CLINIVATE’s control.
c. Under no circumstances will CLINIVATE be liable for any loss, damage or injury, including consequential, indirect or special loss, of any kind whatsoever suffered by the Attendee, it’s servants, agents and contractors and the Attendee acknowledges this express limit of liability and agrees to limit any claim accordingly.
d. The Attendee acknowledges and agrees that CLINIVATE’s liability is limited to the amount equivalent to the cost of the Services supplied by CLINIVATE for the Services provided in any one transaction.
5. INDEMNITY
a. The Attendee indemnifies CLINIVATE for any loss or damage suffered by any act or omission of the Attendee which may result in any loss or damage, including to CLINIVATE’s directors, officers, employees, suppliers, contractors, agents or associates.
b. The Attendee indemnifies CLINIVATE for any injury or loss caused to any of its directors, officers, employees, suppliers, contractors, agents or associates, unless such injury was caused by the negligence of that person.
c. The Attendee at all times indemnifies, hold harmless and defends CLINIVATE, its officers and employees from and against any loss (including legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising directly from any claim, suit, demand, action or proceeding by any person against any of those indemnified where such loss or liability was as a direct result of a wrongful, unlawful or negligent act or omission of CLINIVATE its employees, agents or sub-contractors in connection with these terms.
d. The Attendee confirms that it is appropriately insured for any venues, places and works where CLINIVATE is required to provide services and will produce evidence of such insurance upon request from CLINIVATE.
6. LOCATION OF SERVICES
a. The Attendee acknowledges that from time to time the Services of CLINIVATE will be provided at a particular location which is not managed or maintained by CLINIVATE, including the use of equipment at that location.
b. The Attendee acknowledges that CLINIVATE has no control over the location, or its equipment, and is not responsible or liable for the obligations of the location and any problems which may arise.
c. The Attendee holds harmless, releases and indemnifies CLINIVATE from any and all loss, damage or injury which may occur to the Attendee, its directors, officers, employees, suppliers, contractors, agents, associates and its own Attendees at any location which is not managed by CLINIVATE.
7. PAYMENT AND REFUNDS
a. The fees payable to CLINIVATE are:
i. Full payment of the balance is required for the enrolled course.
b. Cancellation by the Attendee will incur fees as follows:
i. Cancellation more than 30 days prior to the enrolled course commencement date will incur a fee of 25% of the course fees.
ii. Cancellation 30 days or less, but more than 14 days prior to the enrolled course commencement date will incur a fee of 75% of the course fees. Attendee will receive a 25% refund, if fees have been paid in full.
iii. Cancellation within 14 days of enrolled course commencement date will incur a fee of 100% of the course fees. Attendee will receive no refund.
c. Any failure to attend a course by an Attendee without prior notice to CLINIVATE, does not entitle the Attendee to any refund.
d. Any amounts due and payable under these terms will incur interest at a rate equivalent to the interest rate fixed under Section 2 of the Penalty Interest Rates Act 1983, if not paid within 24 hours of that amount becoming payable.
e. Payment terms may be varied by CLINIVATE from time to time, in writing. CLINIVATE reserves the right to specific payment and cancellation terms for the Enrolment in special courses or services provided from time to time.
8. OWNERSHIP, COPIES AND INTELLECTUAL PROPERTY RIGHTS
a) The Attendee acknowledges and agrees that the rights to any Intellectual Property used to provide the Services is the property of CLINIVATE only and remains the sole property of CLINIVATE.
b) The Attendee understands and agrees that all the Intellectual Property, tools, data, images, platforms, digital media and information or any other tangible and intangible property and data provided by CLINIVATE, its directors, officers, employees, suppliers, contractors, agents or associates as part of the Services remains the property of CLINIVATE and at no time does title or any interest to these items transfer to the Attendee.
c) The Attendee undertakes that all Intellectual Property made available to the Attendee, its directors, officers, employees, suppliers, contractors, agents, associates and its own Attendees will be kept confidential and will not be disseminated or distributed in any way without the express consent of CLINIVATE and only in accordance with any requirements and conditions required by CLINIVATE, at its discretion.
d) The Attendee undertakes to ensure that the Attendee, its directors, officers, employees, suppliers, contractors, agents, associates and any of its own Attendees will not take any photographs, copies, video recordings or make any other copy whatsoever of the material and information provided for the Services for the purpose of providing those copies to any third party. For the avoidance of doubt, the reproduction of any Intellectual Property that is part of the Service is prohibited and CLINIVATE may require the Attendee to provide evidence of compliance with this term from time to time.
e) The Attendee indemnifies CLINIVATE in relation to any loss of ownership, claim, change in possession or otherwise caused by a breach of this term by the Attendee.
f) For content uploaded by the Attendee, or given to CLINIVATE, for use of the Service, the Attendee retains ownership, and grants CLINIVATE a non-exclusive, transferable, sub-licensable, royalty-free, perpetual worldwide license for the use of any such content:
i. that is not personal information or confidential information, for any purpose; and
ii. that is personal information or confidential information, for the purpose of providing the Service.
g) The Attendee grants to CLINIVATE an unlimited non-exclusive licence to use any trade marks, logos or other branding images owned or controlled by the Attendee for marketing and promotional purposes.
h) The Attendee irrevocably releases CLINIVATE in relation to any claim which may arise in relation to use of such data referred to in this clause.
9. PRIVACY
a) CLINIVATE will take all reasonable steps to ensure adequate security of private information of the Attendee or provided by the Attendee.
b) The Attendee acknowledges that notwithstanding any and all efforts by CLINIVATE, its employees, contractors or associates, no data transmission over the Internet or wireless network can be guaranteed. The Attendee acknowledges that security and privacy limitations exist which are beyond reasonable control and the security, integrity, and privacy of any and all information and data exchanged between the Attendee and may be at risk of being accessed or tampered with in transit by a third-party.
c) The Attendee irrevocably releases CLINIVATE in relation to any claim which may arise in relation to any unauthorised access, use, loss, replication or any other dealing of any kind which arises under any situation applicable to this clause.
10. LOSS OR DAMAGE FROM PROVISION OF SERVICES
a) CLINIVATE undertakes to use all reasonable care in provision of the Services to the Attendee. However, the Attendee acknowledges that CLINIVATE does not warrant that the Services are fit for any particular purpose other than as a guide to assist the Attendee as an education tool.
b) The Attendee hereby releases CLINIVATE from all indirect or consequential loss or damage which the Attendee may suffer as a result of any of the Services or otherwise may be reasonably considered as being too remote, in CLINIVATE’s sole discretion.
11. TERMINATION
a) CLINIVATE has the right to terminate its agreement with the Attendee in the event of any breach of the terms herein in CLINIVATE’s sole discretion, acting reasonably.
b) For the purpose of subparagraph a), this may include but is not limited to:
i. Failure to make prompt payment by the Attendee;
ii. The Attendee breaching any of these terms;
iii. The Attendee causing any form of loss or damage to CLINIVATE; and
iv. The Attendee providing to CLINIVATE any false or misleading information.
c) In the event of termination by CLINIVATE, in accordance with this clause, the Attendee will not be entitled to any partial or full refund of any kind.
12. FORCE MAJEURE
a) If, as a result of some fact, circumstance, matter or thing beyond the reasonable control of a party (“Force Majeure”), that party becomes unable, wholly or in part, to perform any of its obligations under these terms:
i. that party is to give the other party prompt notice of the relevant event of Force Majeure with reasonable particulars and, in so far as known to it, the probable extent to which it will be unable to perform, or be delayed in performing, the relevant obligations;
ii. the relevant obligation(s), other than an obligation to pay money, is suspended but only so far as, and for so long as, it is affected by the relevant event of Force Majeure; and
iii. that party is to use all possible diligence to overcome or remove the relevant event of force majeure as quickly as possible.
b) The obligation of the affected party to perform its obligations, resumes as soon as it is no longer affected by the relevant event of Force Majeure.
13. GENERAL
a) Any provision in these terms and conditions which is invalid or unenforceable in any jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. If that provision cannot be read down then it is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these terms and conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
b) These terms and conditions are governed by the laws of the State of Western Australia and the jurisdiction thereof.
c) All terms and conditions are subject to the Australian Consumer Law, and the Attendee’s rights as a consumer under that law are not affected by anything contained in this Agreement.
d) These terms may only be varied by CLINIVATE from time to time, at its discretion.