Terms & Conditions

Website Terms and Conditions

These Website Terms and Conditions apply to use of, and access to, the domain and all associated pages, applications, and resources (“Website”). If you do not agree with these Website Terms and Conditions you must not use or access any page, application, or resource accessible through http://www.advisoryboardcentre.com (“Domain”).

By using or accessing a page, application, or resource through http://www.advisoryboardcentre.com you accept the following terms and conditions and enter into an agreement with ADVISORY BOARD CENTRE PTY LTD ABN 45 161 907 697 (“Agreement”).

In this Agreement there are terms and conditions that apply to specific functionality with the Website, or apply when you interact with the Website in particular ways. An example of this is signing up for a Member Profile. All terms and conditions relating to the use of the Website are contained in this document, but it must also be read in conjunction with:

our Privacy Policy, which is available at http://www.advisoryboardcentre.com/privacy;
and each other document included by reference in these Website Terms and Conditions, if any.

1. DEFINITIONS

In this Agreement, the defined terms in the following table have the corresponding meaning unless repugnant to the context.

DEFINED TERM	MEANING
Advisory Board Centre, us, our, or we	Advisory Board Centre Pty Ltd
Content	Any information reduced to material form (including where such information is stored electronically), and includes without limitation any script, code, text, image, media, or content determinable through MIME and MIME type definitions, as the case requires.
Electronic Transaction	An electronic transaction conducted through the Website, including a payment made through any of the following methods:: Credit Card; Debit Card; Prepaid payment card; or Any other electronic payment method agreed by Advisory Board Centre.
App	A mobile software application.
Intellectual Property Rights	All industrial and intellectual property rights including, without limitation, patents, trade marks, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them) other than moral rights.
Member Profile	A user account on the Website with a username and password that provides additional functionality and interaction with the Website.
User, you, or your	The person accessing the Website.
Party	A party to this Agreement.
Payment Processor	A third party payment processor that facilitates Electronic Transactions on the Website. At the date of these Website Terms and Conditions this service is provided by Stripe Inc. (www.stripe.com).
Privacy Policy	Our privacy policy, which is available at http://www.advisoryboardcentre.com/privacy
Good	Any goods available for sale, or sold, on the Website.
Services	Any service delivered by Advisory Board Centre through the Website. A reference to Services includes a reference to Goods, unless specifically noted otherwise.
Website Terms and Conditions	This document including any other document incorporated by reference, if any.

2. TERM AND TERMINATION

2.1 This Agreement begins upon your acceptance of these Website Terms and Conditions and continues until terminated, or it otherwise ends in accordance with these Website Terms and Conditions.

2.2. You accept the Website Terms and Conditions upon the earliest of the following events:

(a) You, or any device that you control, requests any Content from the Website;

(b) You, or any device that you control, receives any Content from the Website;

(d) You request any Goods or Services from us through the Website;

(e) You receive any Goods or Services from us through the Website;

(f) You sign up for a Member Profile and check the checkbox that indicates that you agree to the Advisory Board Centre Website Terms and Conditions;

(g) You check any other checkbox that indicates that you agree to the Advisory Board Centre Website Terms and Conditions;

(h) You otherwise access the Website, including without limitation through a third-party website or application, as the case may be.

2.3 This Agreement with automatically end upon the last of each of these circumstances taking effect: you cease to access our Content; you no longer possess any of our Content; and you do not have an active Member Profile.

2.4 This Agreement may be suspended or terminated in accordance with clause 13.

3. CONDITIONS OF USE

3.1 We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the Website at any time, by a notice published on your Member Profile or on the Website, or otherwise in accordance with your Member Profile preferences.

3.2 We may add features or update the Services from time to time. You may be required to agree to additional terms or other requirements in order to use such additional features or Services.

3.3 Nothing in this clause 3 is to be read as limiting our rights in administering the Website, or methods that we may use to control the features available to you, or our provision of Services to you, through the Website.

3.4 We may contact you by post, phone, SMS, email, or social media using the details that you provide to us from time to time. Without limitation, we may contact you regarding marketing and promotions of our Goods and Services (unless you request otherwise); and we may contact you in relation to any order, or in relation to your Member Profile.

4. YOUR OBLIGATIONS

Positive obligations

4.1 You must act in accordance with the guidelines, policies, or rules that we publish from time to time that relate to your use of the Services or the Website (such as content and publishing, data capture, sale of products and services and delivery, system communication, and merchant and payment processing). All of our guidelines, policies, and rules can be accessed at http://www.advisoryboardcentre.com/legal-notices.

4.2 You must notify us if you believe that your Member Profile has been accessed without your authority.

4.3 You must take reasonable measures to prevent any unauthorised person from accessing the Website, your Member Profile, or any other Services we provide using your Member Profile credentials. You are responsible for any damage caused or fees incurred by any such person(s).

4.4 You must allow us to make changes to your Member Profile or Content that we deem necessary.

4.5 You are responsible for the Content, integrity and conduct of your Member Profile on the Website.

Negative obligations

4.6 You must not use your Member Profile or the Website to upload, transmit, communicate, or record information about any other person without our prior written approval.

4.7 You must not upload or publish any Content that is unlawful, unsuitable for general viewing or consumption, obscene, defamatory, in breach of any advertising standards, or in breach of any person’s privacy or other human rights.

4.8 You must not:

(a) reverse engineer, reverse assemble or reverse compile the Website or any part of it;

(b) combine or incorporate the Website in any other program or system without our prior consent in writing;

5. PROVISION OF SERVICES THROUGH THE WEBSITE

5.1 Our provision of any Services to you through the Website is subject to the terms of this Agreement.

6. SERVICE LIMITATIONS

6.1 The Website is hosted by a third-party service provider and we do not guarantee that your access to it will be continuous or error-free. If you have any difficulties accessing the Website or your Member Profile, please contact us.

6.2 The Payment Processor is a third party and we do not guarantee that this service will be continuous or error-free.

6.3 We are not responsible for support, back-ups, or disaster recovery, in any way.

7. SALE AND PURCHASE OF GOODS

7.1 We may sell goods on the Website from time to time, and such Goods will be ancillary to the provision of our Services. Accordingly, we may only keep limited stock of our Goods, and products that you order may be on backorder, or we may have your products made to order. For any product that is not in stock, the expected lead time relating to products on offer through the Website is 21 days from the date of our receipt of your payment for the order, unless specified otherwise.

7.2 All Goods are delivered by courier (unless we offer, and you choose another option during checkout), and the costs of delivery include insurance, unless we specify otherwise.

7.3 We are not responsible for damage to Goods sustained during delivery. If you receive a parcel from us that is damaged, please ensure that you have the courier note the damage, and inspect the Goods before taking delivery of, or signing for them. If you receive any Goods from us that are damaged, please contact us immediately at the contact details provided.

7.4 All of our Goods are sold with written warranties. Please refer to details of the relevant product listing or materials provided with our Goods for warranty details.

7.5 Some of the items we sell are better characterised as services, examples include information products such as reports and course materials. These items will generally be available in multiple delivery formats, such as electronic delivery by way of download or similar, or as physical media printed on paper or similar. We do not consider these items to be Goods, and as such please refer to the provisions of this agreement that relate to services to determine the rights and obligations of the parties in this regard.

8. PAYMENT PROCESSOR

8.1 We do not receive or store any credit card information through the Website. All credit card information is processed securely by the relevant Payment Processor.

8.2 If you want to make payments on the Website, then you will need to have a separate agreement with any Payment Processor which is integrated into the Website.

8.3 If you do not want to use the Payment Processor to pay for our goods or services through the Website, you may request an alternative payment method by contacting us at [email protected]. Fulfilment of any such request is at our sole discretion, and, we reserve the right to charge an administration fee for any such request.

9. REVERSED TRANSACTIONS

9.1 If the Payment Processor reverses a transaction conducted on the Website, then you remain liable to pay for all fees and charges that were included in that transaction. You must also reimburse us for any additional fees and charges incurred by us relating to the reversal of any such transaction.

10. RIGHT TO SUBCONTRACT

10.1 We may appoint employees, sub-contractors, or agents to provide some or all of the Services; and such entities are bound by the same obligations as us. It is our responsibility to ensure such entities comply with this Agreement.

11. INTELLECTUAL PROPERTY

Content and Third Party Intellectual Property

11.1 You (or where applicable, the third party owner) retain ownership of all Content you upload to your Member Profile and such rights are not assigned or transferred under this Agreement.

11.2 You grant us a perpetual, irrevocable, royalty-free licence to use, copy, modify or adapt the Content as reasonably necessary to perform our rights and obligations under this Agreement, including the right to grant sub-licences where reasonably necessary.

11.3 You warrant that you have full right, title and interest, or the legal right and authority, to grant the licence granted in clause 11.2, and that our use or modification of the Content in accordance with this Agreement will not infringe upon any third party Intellectual Property Rights.

Website

11.4 We own, or are licensed to use, all components of the Website.

Grant of licence

11.5 Subject to your continued compliance with these Website Terms and Conditions, for the duration of this Agreement we grant you a licence to use the Website as contemplated by these Website Terms and Conditions and any policy published by us from time to time.

12. PRIVACY

12.1 We may use your contact details to promote new Services and offers to you from us or our affiliates, or to notify you about important changes to the Website, subject to our Privacy Policy which is incorporated by reference.

12.2 Our Privacy Policy can be accessed at this link: http://www.advisoryboardcentre.com privacy.

12.3 We may change the terms of the Privacy Policy form time to time in accordance with this Agreement. If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 13 of this Agreement. The provisions of the Privacy Policy in force at the time of your written notice will continue to apply until this Agreement is terminated.

13. SUSPENSION AND TERMINATION

Suspension

13.1 We may conduct scheduled or mission-critical maintenance of the Website during which time the Services may be interrupted. We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.

13.2 We may suspend the Services and disable access to your Member Profile at any time and give you a written notice of default if:

(a) you do not make any payment to us when due, or any such payment is dishonoured or subject to chargeback; or

(b) we have reason to suspect illegal or unethical activity in relation to your data or Content; or

(c) in our reasonable opinion your Content, conduct, data, network, software or equipment may cause damage to any person or property; or

(d) you do not comply with any of the terms and conditions contained within this Agreement, including any of your obligations.

13.3 If we suspend our Services to you, we may notify any Payment Processor in this regard, and you authorise us to receive any information from the Payment Processor about the status of your account, or any outstanding obligations, that you have with them, if any.

Termination

13.4 We may terminate this Agreement:

(a) for cause with immediate effect, if we have sent you a written notice of default and you do not remedy or default within the time period given in our notice; or

(b) otherwise with 30 days written notice to you.

13.5 You may terminate this Agreement by requesting that we close your Member Profile in writing, and by complying with the other requirements of clause 2.3.

14. CONSEQUENCES OF TERMINATION

14.1 Upon termination of this Agreement for any reason, in addition to any other rights or remedies:

(a) we may immediately disable your access to the Website and take your Member Profile offline;

(b) any amount that is, or would be, payable to us for provision of any Services delivered to you prior to termination immediately becomes due and payable;

(c) we may issue you with an invoice for any amount outstanding, including any amount due and payable to us under clause 14.1(b), and such invoice is payable within seven days;

(d) your licence to use the Website immediately ends;

(e) we may, but need not, keep all data and Content uploaded by you to the Website for our records;

(f) we may destroy any data and Content uploaded by you to the Website;

(g) we may continue to send you information about our Services, and other marketing information; and

(h) a Party not in default may pursue any other rights or remedies available at law against a defaulting Party subject to clause 15.

15. INDEMNITY & LIMITATION OF LIABILITY

Indemnity

15.1 You agree to release and hold ADVISORY BOARD CENTRE PTY LTD harmless against any action, proceeding, claim, demand or prosecution relating to any downtime, interruption, loss of data, or consequential loss of any kind whatsoever, whether directly or indirectly arising in connection with the Services.

15.2 You release and indemnify, and agree to keep ADVISORY BOARD CENTRE PTY LTD indemnified against any action proceeding, claim, demand, or prosecution relating to:

(a) any breach of your warranties under this Agreement; and

(b) any loss or damage to persons or property (including data), caused by your Content.

Limitation of liability

15.3 Subject to clauses 15.4 and 15.5, any liability of ADVISORY BOARD CENTRE PTY LTD for any loss or damage, however caused (including, without limitation, by the negligence of ADVISORY BOARD CENTRE PTY LTD), suffered by you in connection with this Agreement is limited to the amounts paid by you to ADVISORY BOARD CENTRE PTY LTD in relation to this Agreement.

15.4 Except as contemplated by clause 15.5, nothing in this Agreement is intended to limit any rights you have under the Competition and Consumer Act 2010 (Cth).

15.5 If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by ADVISORY BOARD CENTRE PTY LTD in connection with this Agreement and ADVISORY BOARD CENTRE PTY LTD’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clause 15.3 does not apply to that liability and instead ADVISORY BOARD CENTRE PTY LTD’s liability for such failure is limited to (at ADVISORY BOARD CENTRE PTY LTD’s election):

(a) in the case of a supply of goods, ADVISORY BOARD CENTRE PTY LTD replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

(b) in the case of a supply of services, ADVISORY BOARD CENTRE PTY LTD supplying the services again or paying the cost of having the services supplied again.

15.6 In this clause 15 a reference to consequential losses means any indirect, special, economic, or consequential loss including loss of revenue, profits, goodwill, bargain or opportunities that you suffer in any way, even if we knew or should have known about the possibility of such loss.

16. GENERAL

Costs

16.1 You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.

Currency and Taxation

16.2 Unless otherwise stated, all monetary amounts are expressed in Australian dollars exclusive of GST.

Enduring Clauses

16.3 The Parties’ obligations under Clauses 11, 12, 14, and 15 shall survive the termination of this Agreement for whatever reason.

Entire agreement

16.4 This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.

Force majeure

16.5 Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. Nothing in this clause excuses payment of money due.

Jurisdiction

16.6 The laws of the State of Queensland apply to this Agreement, and the parties submit exclusively to the courts of that jurisdiction.

Relationship between the Parties

16.7 Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the parties to deny any such relationship.

Representatives, Successors and Assigns

16.8 You must not assign or novate this Agreement in whole or in part.

16.9 We may assign or novate this Agreement in whole or part at our sole discretion.

Severability

16.10 If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.

Waiver

16.11 Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.