THIS IS A BINDING AGREEMENT between People Make the Difference Pty Ltd (we or us) and any individual or business organisation (as applicable) (you) who registers for a User Password for the Site.

In consideration of your access to and/or use of your User Password for the Site, Services and Materials, you agree to abide, and be bound, by the terms and conditions set out in these Terms of Service. If you do not agree with these Terms of Service you must not accept these Terms of Service and must not register for a User Password.

1. DEFINITIONS

In these Terms of Service:

Applicable Fee means the fee applicable to your subscription type as displayed at www.peoplemakethedifference.com.au/online-leadership-training/.

Commencement Date means the date on which you registered for your User Password and agreed to these Terms of Service.

Intellectual Property Rights means all intellectual property rights, including patents, copyright, rights in circuit layouts, registered and unregistered designs, moral rights, registered and unregistered trade marks, service marks, trade names and any right to have confidential information kept confidential (together with any application or right to apply for registration of any such rights).

Materials means all materials made available to you in the course of your access to and/or use of your User Password on the Site and the Services including videos, worksheets, relevant articles, documents and website content.

User Password means the password provided to you by us to access the Site and its content.

Services means the services we provide via the Site relating to leadership development, as more fully described in clause  2.1.

Site means the websites available using your User Password  at ‘www.peoplemakethedifference.com.au‘.

Term has the meaning given in clause 7.1.

2. SERVICES
   • Our obligations. In consideration of the Applicable Fee, we will provide you with access to the Materials.
   • Your obligations. You acknowledge and agree that:
     • you are solely responsible for all activities that occur using your User Password;
     • your User Password is confidential; and
     • you will keep your User Password secure and not disclose it to any other person, nor will you permit your User Password to be given to or used by any other person.

You must notify us if the confidentiality of your User Password is compromised.

• Individuals within your organisation. Where you enter into these Terms of Service in order to provide access to the Site, the Services and Materials to individuals within your organisation, those individuals must accept these Terms of Service. If those individuals do not accept these Terms of Service, the agreement between us, your access to the Site, the Services and Materials will terminate. If you are an organisation you also agree to be responsible for the performance of the obligations of individuals within your organisation who use the Site, the Services and Materials. If you are an organisation you are only entitled to provide access to the Site, the Services and Materials to the number of permitted users outlined in the relevant order document.
• No guarantee of access. You acknowledge and agree that to the extent possible under law, we make no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Site, Services and Materials. We will not be liable if the Site, Services and Materials are unavailable for any reason.

3. PAYMENT
   • Payment terms. By registering for a User Password, you agree to pay us the Applicable Fee. The Applicable Fee will be charged on a pre-paid basis on the Commencement Date and will cover your use of the Site and Services for an annual subscription period.
   • Automatic Renewal. You acknowledge and agree that, unless you terminate these Terms of Service in accordance with clause 7 before the end of the applicable subscription period, your subscription will automatically renew and you authorise us to collect the then-applicable annual or monthly Applicable Fee for such subscription (as well as any GST) using any credit card or other payment mechanism we have on record for you.
   • Failure to update payment details. It is your responsibility to provide valid payment details and ensure that your payment details are up to date. If your credit card expires or your payment method is otherwise invalid, we may treat this as a breach for the purposes of clause 2(a) and we may terminate these Terms of Service and your access to the Site and Services.
   • Change to fees. We may vary the Applicable Fee for the Services from time to time in our absolute discretion.
   • GST. If we make a supply under or in connection with these Terms of Service on which GST is imposed:
     • the consideration payable or to be provided for that supply under these Terms of Service but for the application of this section (GST exclusive consideration) is increased by, and you must also pay to us an amount equal to the GST payable by you on that supply; and
     • you must pay to us the amount by which the GST exclusive consideration is increased, without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

If a payment to a party under these Terms of Service is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

4. TITLE AND INTEREST
   • Site, Services and Materials. You agree that all rights, title and interest (including all Intellectual Property Rights) in and to the Site, Services and Materials vest absolutely in us (and/or our third party licensors). The only rights you have in respect of the Site, Services and Materials are those granted to you under these Terms of Service.
   • Grant of licence. Subject to your paying the Applicable Fee, we grant you a non-transferable, non-sublicensable, non-exclusive licence to:
     • use the videos during the Term; and
     • use (including make copies of) the Materials, not including videos,

for your personal leadership learning purposes only.

5. RESTRICTIONS ON USE
   • Restrictions. You must not:
     • use the Site, Services or Materials for any purpose other than as permitted by these Terms of Service;
     • remove or tamper with any copyright notices on the Site, Services or Materials;
     • disassemble, decompile, reverse engineer, or create derivative works or functionally equivalent software from the Site (except to the extent permitted by Division 4A of Part III of the Copyright Act 1968 (Cth));
     • disassemble, decompile, reverse engineer, or create derivative works from the Services or Materials;
     • copy or download, in a systematic manner, any content, graphics, video, text or animation from the Site or the Services, or communicate or otherwise distribute such systematically obtained content, graphics, video, text or animation; or
     • incorporate the Services or Materials in any product or other materials or form to be made available commercially,

unless we expressly agree otherwise with you.

6. LIABILITY
   • Indemnity. You indemnify us (and all of our subsidiaries, employees, officers and agents), and must keep them indemnified, against all loss, actions, proceedings, cost and expenses (including legal fees), claims and damages arising from any claim by a third party arising directly or indirectly out of or in connection with your access to or use of the Site, Services or Materials.
   • Consumer guarantees. To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under these Terms of Service. However, if a supply under these Terms of Service is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as given effect under Part XI of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time), nothing contained in these Terms of Service excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law; provided that, to the extent the Australian Consumer Law permits us to limit our liability, then our liability is limited to:
     • in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
     • in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
   • Exclusion of liability. Subject to section 2, we exclude liability for all direct, indirect or consequential liabilities, losses, damages, costs and expenses, whether arising in contract, tort (including negligence) or otherwise suffered or incurred by any person in connection with or in any way relating to the Site, Services, Materials or these Terms of Service.
7. TERMINATION
   • Term. These Terms of Service will commence on the Commencement Date and continue until terminated in accordance with this clause 7.
   • Termination by us:
     • For breach.
       • Where you have breached any provision of these Terms of Service, and without prejudice to any other rights or remedies, we may by written notice immediately terminate these Terms of Service or the provision of any Services (including your access via your User Password), without any liability to you.
       • On termination under clause 2(a)(i), we will not refund the whole or part of any Applicable Fees paid prior to termination.
     • Termination without cause.
       • We may terminate these Terms of Service or the provision of any Services (including your access via your User Password) without cause by giving you 14 days’ prior written notice.
       • On termination under clause 2(b)(i):
         • If we terminate in the first six months of the relevant subscription period, a refund of half of the Applicable Fee paid for that subscription period; or
         • If we terminate in the last six months of the relevant subscription period, we will not refund the whole or part of any Applicable Fees paid prior to termination.
       • Termination by you.
         • You may terminate these Terms of Service or the provision of any Services (including your access via your User Password) at any time by providing written notice by electronic mail (email), in writing, in English to subscriptions@peoplemakethedifference.com.au.
         • Termination under clause 3(a), does not entitle you to a refund of the whole or part of any Applicable Fees paid prior to termination.

8. CONFIDENTIALITY
   • Confidential information. Neither party may disclose to any third party, without the prior written consent of the other party, any confidential information received from the other party for the purposes of providing or receiving the Services. Our confidential information includes our methodologies and tools. This restriction does not apply to information which is or becomes generally available to the public (other than as a result of a breach of an obligation under this section), is independently developed by the recipient, or is required by law to be disclosed.
9. GENERAL
   • Governing law. These Terms of Service are governed by and interpreted in accordance with the laws of the State of New South Wales, Australia, and all parties submit to the jurisdiction of the courts of that State.
   • Variation. We reserve the right to revise and amend the Terms of Service in our discretion, as follows:
     • if we consider that the change is likely to benefit you or have a neutral or minor detrimental impact on you, we may make any changes immediately without notifying you except by publishing the amended Terms of Service (as applicable) on the Site;
     • if we consider that the change is likely to have a significant detrimental impact on you, we will make the change after we have notified you of the change (solely by using the email address you have provided) and will display a notice on the Site describing the change.

Your continued use of your User Password on the Site after an amendment will mean that you agree to that amendment. You must stop using your User Password on the Site if you do not agree to an amendment.

• Entire agreement. These Terms of Service are the entire agreement between the parties on its subject matter and supersede any previous arrangements, agreements, representations, understandings or statements (whether verbally, in writing or in another format).