Terms & Conditions

These are the current Terms and Conditions and they replace any other Terms and Conditions for the 1iDEA Pty Ltd (1iDEA) ABN 956 34220456, www.1iDEA.com.au (Website).

Parties

1. 1iDEA.com.au is owned and operated by 1iDEA Pty Ltd (“1iDEA, Our, We, Us”) (ACN 634220456).

2. Client (“You, Your”)

Recital

A. 1iDEA agrees to provide, and You have agreed to accept, 1iDEA’s professional services on the basis of these Terms and Conditions (Terms).

B. If You engage 1iDEA or utilise any of 1iDEA’s professional services, this material is governed exclusively by 1iDEA.

1. Definitions

1.1. “Our”, “We”, and “Us” means 1iDEA Pty Ltd; it’s Directors, Officers, Employees and Contractors and “You” and “Your” means the Client accessing the website and making contact with 1iDEA by other methods. For purposes of these Terms, “You” includes, individually and collectively, any individual You (the user or the user’s entity or organisation).

1.2. Authorised Downloadable Materials includes any transactions, documents, reports, materials, systems, information, templates, technology or equipment containing 1iDEA Intellectual Property provided or made available by Us to You from Our Website.

1.3. Business Innovation Toolkit means any Business Innovation Toolkit (“BIT”, ”BITkit”) prefixed by an adjective.

1.4. Confidential information means information disclosed in connection with the Terms which by its nature is confidential, is designated as confidential, or which the recipient knows or reasonably ought to know is confidential, but does not include information that is in the public domain without a breach of confidence, is obtained from a third party without an obligation of confidence, or is independently developed without breach of these Terms.

1.5. Data means individual facts, statistics or items of information and includes but is not limited to information in digital format, as encoded text or numbers, or multimedia images, audio, or video.

1.6. Free Data Health Check and Data Driven Scorecard are used interchangeably throughout the Terms and the Website. For the purpose of these Terms, we will use Data Driven Scorecard. This tool is used to collect information about You and Your business to enable 1iDEA to assess Your level of knowledge and application of data in Your business.

1.7. Intellectual Property Rights means:

1.7.1. all industrial and intellectual property rights of whatever nature throughout the world, including rights in respect of or in connection with copyright, inventions (including patents), business processes and methods, circuit layouts, trademarks, service marks, trading names, domain names, designs, confidential information and trade secrets; and

1.7.2. moral rights.

1.8. Law means any enforceable statute, regulation, order, rule, subordinate legislation or other document.

1.9. Period means the duration between the date 1iDEA collects Your data and the date You receive Your assessment and report from 1iDEA.

1.10. Personal Information means Your personal information, within the meaning of the Privacy Act 1988 (Cth).

1.11. Personnel means 1iDEA’s Directors, Officers, Employees, Contractors, Subcontractors and associated body corporates.

1.12. Product is defined as and includes, without limitation, authorised downloadable material, video clips, audio recordings, case studies, and tutorials.

1.13. Report means an account or statement describing in detail an event, situation, or the like, usually resulting from observation, inquiry or analysis.

1.14. Professional Services mean the services set out and described on the Website, and without limitation means, consulting, training, assessments, and reports.

1.15. State means the State of Victoria in the Commonwealth of Australia.

1.16. Website means website domain names owned by 1iDEA, and any other third-party domain names on which 1iDEA publishes its intellectual property.

2. Introduction

2.1. The Website is owned and operated by 1iDEA under the domain name, www.1iDEA.com.au.

2.2. The Website Terms & Conditions together with the Privacy Act 1988 (Cth) and Australian Privacy Principles (APPs) (collectively, Terms) form the Agreement between You and Us in relation to Your use and access of this Website and the professional services provided by 1iDEA.

2.3. In the course of providing You 1iDEA’s Products and Services, 1iDEA may collect information regarding activity on 1iDEA’s website. This information includes the number of visitors to the website, the date and time of those visits, the number of pages viewed, navigation patterns and where relevant, the websites visited before visiting 1iDEA’s website.

3. Terms of Use

3.1. The Website Terms are current as at 21st August 2020 and replace any other Terms that have previously been published on the Website. The Website Terms apply whenever You use the Website.

3.2. By using the Website, You acknowledge that You have read, understood and accepted the Website Terms. From time to time We may vary the Terms and You must accept the Terms on each occasion.

3.3. Upon any purchase of a product or when we require You to enter personal information, You will be required to accept the Terms.

3.4. By accessing this Website, You acknowledge that You are 16 years or older and have read and understood the Terms and that You agree to be bound by the Terms. If You do not agree to the Terms or have not reached 16 years of age then You must not use this website.

3.5. You recognise that the traffic of data through the Internet may cause delays during Your use of the Website, and accordingly. You agree to indemnify Us for delays that are caused by Internet disruption which is outside of Our control.

3.6. You further acknowledge and accept that the Website may not be available on a continual basis due to such delays, delays caused by Our upgrading, modification, or standard maintenance of the Website, or any other delays outside of Our control.

3.7. You must not:

3.7.1. reproduce, redistribute, transmit, assign, sell, broadcast, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Website other than authorised downloadable materials;

3.7.2. manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Website, other than permitted use of authorised downloadable materials;

3.7.3. permit or provide others access to the Website;

3.7.4. impersonate or attempt to impersonate 1iDEA, a 1iDEA employee, another user, or any other person or entity (including without limitation by using e-mail addresses or account information associated with any of the foregoing) or provide incorrect or knowingly false information;

3.7.5. remove or modify any copyright, trademark, legal notices, or other proprietary notations from 1iDEA’s intellectual property rights or any other content available on the Website;

3.7.6. violate or attempt to violate the Website’s security mechanisms, attempt to gain unauthorised access to the Website or assist others to do so, or otherwise breach the security of the Website or corrupt the Website in any way;

3.7.7. co-brand or frame the Website or establish a link in such a way as to suggest any form of association, approval, or endorsement on Our part, without the prior express written permission of an authorised representative of 1iDEA;

3.7.8. use any portion of the Website to aid in transmitting, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation;

3.7.9. post to any portion of the Website any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, or defamatory content;

3.7.10. use the Website or its contents to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with Us without the prior express written permission of an authorised representative of 1iDEA;

3.7.11. use or attempt to use the Website to store or transmit software viruses, worms, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

3.7.12. engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by Us, may harm Us or users of the Website or expose them to liability.

3.7.13. use the Website in any manner that could disable, overburden, damage, or impair the Website, interfere with any other party’s use of the Website (including their ability to engage in real time activities through the Website), or otherwise attempt to interfere with the proper working of the Website.

4. Changes to the Website

4.1 We anticipate that the website will be enhanced on a continual basis. 1iDEA recommends that You periodically check the website to review the current website Terms.

4.2 1iDEA may modify, suspend, discontinue or restrict the use and availability of the Website at any time without notice. 1iDEA does not guarantee that the Website will be free from computer viruses and other harmful code, or that access to the website will be uninterrupted.

5. Cookies

5.1. When accessing 1iDEA website, Your visits are associated with cookies which are unique identifiers. This information may be collected on 1iDEA’s behalf by third party web analytic companies. The third-party information provides Us with statistics that We can use to further analyse and improve Our Website, the Data Driven Scorecard and Our products and services.

5.2. We may combine personal information We receive about You with other information We hold about You. In accordance with Our Privacy procedures, We take all reasonable steps to ensure that the personal information We hold is protected from misuse, interference and loss, unauthorised access, modification or disclosure by the use of various methods, including secure storage. Where We store Your personal information with a third-party data storage provider, We require them to keep it secure and only use or disclose it for the purpose for which it was provided.

6. Website Access and Account Registration

6.1. To access the website, You may be asked to provide certain information to help Us create and maintain a 1iDEA account for You. As such, it is a condition of Your use of the website that all information You provide is correct, current, and complete. You agree that all information You provide is governed by Our Terms and You consent to all actions we take with respect to Your information consistent with Our Terms.

6.2. Except as expressly provided herein, You may not transfer Your account to any other person and You may not use anyone else’s account at any time. In cases where You have nevertheless authorised or registered another person to use Your account, or where You have acted negligently in safeguarding Your account, You agree You are fully responsible for

6.2.1. the acts and omissions of such person accessing the website via Your account,

6.2.2. controlling the person’s access to and use of the website, and

6.2.3. the consequences of any use or misuse by such person(s).

7. Payments

7.1. Access to the Website’s authorised downloadable material is expressly conditioned on the payment of the applicable fee(s) in advance during online checkout.

7.2. When purchasing authorised downloadable material, You grant Us and Our authorised third-party service provider the right to process payment(s).

7.3. After purchasing authorised downloadable material, We may provide You with a unique Passcode to enable You to access Our material. The passcode is valid for a specified time, to be determined at our discretion.

7.4. A pre-paid consultation is available to You following the purchase of a BITkit.

7.5. Depending on your location, your payments may be subject to foreign exchange rates, fees or differences in prices because of exchange rates in other countries.

7.6. We reserve the right to increase or decrease any fee at any time without prior notice.

7.7. Payment is inclusive of Australian General Services Tax.

8. Disclaimer

8.1. The information on the Website is not, and is not intended to be, a complete or definitive statement on any matters described and is subject to change without notice.

8.2. The information on the Website has been provided by Us in good faith and all reasonable care has been taken to ensure that it is accurate, current and complete. However, as the products and services will be subject to change from time to time, we reserve the right to correct any errors or omissions in the information.

8.3. To the extent permitted by law, we do not make any representations and exclude all warranties in relation to the accuracy, currency or completeness of the information on the Website.

8.4. No responsibility is accepted by Our directors, officers, employees, contractors, subcontractors and related bodies corporate for any loss or damage (including any consequential loss or damage), claims and expenses (including but not limited to legal costs and defence or settlement costs) suffered or incurred by You directly or indirectly in connection with Your reliance on the information on the Website.

9. Confidential Information

9.1. If 1iDEA collects Your personal data, We agree to keep it confidential and agree not to disclose, divulge or reveal Confidential Information to third parties without Your prior written approval, except to Our Personnel, Our legal advisers, Our insurers, professional advisers or financiers, to the extent necessary for Us or Our Personnel to comply with applicable professional and ethical standards or codes, or where we are required to do so by a regulator, or to the extent required by law.

9.2. 1iDEA and You agree that all information and materials disclosed by the other party, including the Terms of this agreement and discussions between the parties, will be considered and referred to collectively in these Terms as “Confidential Information”. Confidential Information shall include, without limitation, 1iDEA’s personal information, whether or not the 1iDEA personal information is designated confidential.

9.3. 1iDEA must ensure that its Personnel keep Your personal information confidential and use such information solely for the purposes of these Terms.

9.4. Neither party may permit the disclosure or use of any Confidential Information of the other party except:

9.4.1. to the extent that disclosure is to those of its Personnel who need to know it for the purposes of these Terms;

9.4.2. if, and to the extent that, disclosure is required by law, any stock exchange rules or court order;

9.4.3. if the other party has given its consent to the use or disclosure; or

9.4.4. as expressly permitted by these Terms.

9.5. On request by the other party, a party must promptly return all copies of the other party’s Confidential Information in its possession or control.

9.6. The parties acknowledge that any disclosure or use of Confidential Information may cause irreparable harm to the owner of the Confidential Information. Each party agrees to take all reasonable steps and precautions to protect the Confidential Information of the other party as it would take with its own information of a proprietary and confidential nature.

9.7. The parties acknowledge that data analysis and any other reports prepared and created by 1iDEA are considered to be confidential information.

9.8. You permit 1iDEA to analyse Your data, report & publish the results of its findings on condition that the information is de-identified such that You are not expressly identified by 1iDEA in such reports.

10. Third Party Information

10.1. To the extent that You provide 1iDEA with third party information that is sensitive information, We will use all reasonable efforts to ensure that Your sensitive data is de-identified.

10.2. 1iDEA will take reasonable steps to protect Your personal information from misuse, loss, unauthorised access, modification, or disclosure and will endeavour to delete or destroy Your personal information if You request Us to do so.

10.3. The Website contains links to websites operated by third parties. These links are provided for convenience only. 1iDEA makes no representations or warranties in relation to the suitability, accuracy, currency or completeness of the information on third party websites.

10.4. In providing links to third party websites, 1iDEA is not recommending or endorsing any products or services of the third party. You should use Your own judgement before taking up any products or services from the third party.

10.5. 1iDEA, its directors, officers, employees, contractors, subcontractors and related bodies corporate are not liable for any loss, damage (including any consequential loss or damage), claims and expense (including but not limited to legal costs and defence or settlement costs) suffered or incurred by You arising from or in connection with Your use of third party websites including any information accessed from those websites and any products or services of the third party.

11. Limitation of Liability

11.1. Except for any liability that cannot be excluded by law, the directors, officers, employees, contractors and subcontractors exclude any liability for any loss, damage (including any consequential loss or damage), claims and expenses (including but not limited to reasonable legal costs and defence or settlement costs) suffered or incurred by You directly or indirectly arising out of or in connection with the use of the Website whether in contract, tort including negligence, statute or otherwise.

11.2. Our liability for any breach of any condition or warranty implied by law and which cannot be excluded is limited to the maximum extent permitted by law.

12. Guarantees

12.1. If a guarantee or other provision is implied or imposed by law in connection with the Services or these Terms, and We are permitted to do so, Our liability for breach of that guarantee or other provision is limited to one or more of the following at Our option:

12.1.1. in the case of goods: the replacement or repair of the goods or the supply of equivalent goods; or the payment of the cost of replacing or repairing the goods or acquiring equivalent goods; and

12.1.2. in the case of services: the re-supply of the services; or the payment of the cost of having services re-supplied.

12.2. This applies to any claim or liability in connection with the Services or these Terms, regardless of the basis on which it arises, whether in contract, tort (including negligence), under statute or otherwise.

13. Indemnity

13.1. You agree not to bring any claim against 1iDEA or its personnel in connection with any Services they perform which fail to meet the requirements of the Terms.

13.2. You indemnify and hold 1iDEA, its Directors, Officers, Employees and related bodies corporate harmless from any claims, liabilities, costs and expenses, (including but not limited to legal costs and defence or settlement costs) incurred directly or indirectly in connection with Your use of the Website.

14. Reasonable Use

14.1. You agree to use the Website and its contents for Your own personal use or in representation of Your company. You must not use this Website in a manner that infringes the intellectual property rights of 1iDEA or for a purpose which is unlawful or inconsistent with the Website Terms.

14.2. You agree to not reproduce, store, modify, adapt, reverse engineer, decompile or disassemble the Website or any of its component parts.

14.3. You must not use this Website in a manner that defames, harasses, unlawfully offends or harms any person. Your use of the Website may be varied, suspended or cancelled at any time by Us without notice. You acknowledge and accept that We will not be liable for any interruption, variation, suspension or cancellation of the Website.

15. Intellectual Property

15.1. Except where otherwise stated, the copyright and intellectual property rights of the information on the Website is owned by 1iDEA. Other than as permitted under the Copyright Act 1968 (Cth) no information or materials on the Website may be reproduced, stored or transmitted without the prior written permission of 1iDEA.

15.2. The information and methodology used to develop the Free Data Health Check or Data Driven Scorecard constitutes 1iDEA’s intellectual property and is protected by the Copyright Act 1988 (Cth) including Australia’s international Copyright Treaties and Conventions.

16. Use of Our Professional Services

16.1. Any professional service is for Your sole use and benefit and may only be used for the purposes set out in this agreement or otherwise agreed by Us in writing. You may not provide 1iDEA’s intellectual property to a third party, or use Our name, logo or trademarks in any marketing, promotional material or other publication, unless required by law or with Our prior written consent.

17. Governing Law

17.1 The Website Terms of Use are governed by the laws of the State of Victoria, Australia.

18. Dispute Resolution

18.1 If a dispute arises between the parties in connection with these Terms (“Dispute”), a 1iDEA Representative will promptly engage in good faith discussions with the objective of resolving the dispute by agreement.

18.2 We will attempt to resolve Your complaint within a timely fashion and not later than 14 days of receipt of Your complaint. if 1iDEA requires further information from You, We will communicate with You in accordance with Our complaint’s procedure.

18.3 If we cannot resolve the dispute in the first instance, we will revert to Our external dispute resolution process.

19. Termination

19.1 We may terminate Our agreement if You fail to provide Us with assistance, information or access to information necessary to provide You with Our products or services.

19.2 Either party may terminate this agreement immediately by written notice to the other if: the other breaches this agreement and fails to remedy that breach on 14 days' notice;

19.3 We may also terminate this agreement immediately by written notice if, in Our reasonable opinion, Our provision of services breaches any applicable laws, regulations, professional or ethical standards or codes, or has the potential to bring Us into disrepute.

19.4 Termination does not affect any accrued rights of either party, including Your obligation to pay Our fees, expenses and charges for work performed up to the effective date of termination.

20. Dispute Resolution

20.1 If any dispute arises in connection with this agreement or professional services (Dispute):

20.2 the party raising the Dispute must notify the other party of the Dispute, with sufficient detail to enable the dispute to be considered (Dispute Notice); and

20.3 the parties must engage in confidential negotiations with a view to resolving the Dispute. If a Dispute has not been resolved within 14 days after the Dispute Notice is given, the parties agree to refer the Dispute to mediation, as soon as practicable, in accordance with such rules as the parties may agree, or failing such agreement, as specified by the President of the Law institute of Victoria.

20.4 If a Dispute has not been resolved following mediation, the Dispute must be referred to arbitration conducted in English, in Melbourne and in accordance with the ACICA Arbitration Rules.

20.5 In making an award in the arbitration, the tribunal must:

20.5.1 determine the rights and liabilities of the parties in the same way as if Proportionate Liability Legislation applied to each claim in the arbitration, irrespective of whether or not the tribunal is otherwise bound or entitled to apply Proportionate Liability Legislation and whether or not the claim is an apportionable claim under Proportionate Liability Legislation;

20.5.2 in so doing, have regard to the comparative responsibility of the parties to the arbitration and of any concurrent wrongdoer who is not a party to the arbitration; and

20.5.3 give full effect to this clause notwithstanding any provisions in Proportionate Liability Legislation which express a contrary intention or which are inconsistent with this clause, and notwithstanding the inability of the parties in the arbitration to join any concurrent wrongdoers in the arbitration.

20.6 It is the intent of this clause to apply proportionate liability to all claims within the arbitration, even if they would not be subject to proportionate liability if made in court.

20.7 No court proceedings may be commenced in relation to a Dispute other than in accordance with section 34A of the Commercial Arbitration Act 2011 (VIC) or to seek urgent relief.

21. Continuation of Professional Services

21.1 Notwithstanding the existence of a Dispute, each party must continue to perform its obligations under this Agreement.

22. Notices

22.1 We may contact You using the contact details provided by You.

22.2 Please contact Us immediately if You become aware or have reason to believe there has been any unauthorised use of Your personal information that we hold.

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