Exemplar Performance Advantage

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Terms of Use

Exemplar Performance Advantage Pty Ltd

ABN 58 002 263 943 (herein referred to as Exemplar)

Terms and Conditions

Our standard Terms and Conditions ensure that you know your rights and obligations as an Exemplar user.

This is a copy of Exemplar's Standard Terms And Conditions for the Supply of Goods and/or Services. It applies to you if you are an Exemplar client, test participant, member or registered visitor ("you"). It is intended to ensure that you know your rights and obligations when using Exemplar's services. Please read it carefully. It is a condition of your use of our service that you comply with the terms of these Terms and Conditions. From time to time we will make amendments to them by giving you notice of the change and you will then be obliged to comply with the policy as amended. Please look out for any amendments to the Terms and Conditions that Exemplar ("we") might make in the future.

Exemplar Performance Advantage Pty Ltd ('Exemplar')

Standard Terms And Conditions for the Supply of Goods and/or Services.

1. Terms and Variation

1.1. These are the standard terms and conditions (Terms) of Exemplar Performance Advantage Pty Ltd ABN 58 002 263 943 (Exemplar). Please read these Terms carefully as they set out your rights and obligations when using any of the goods and/or services offered by Exemplar including Director's Skills Index, Financial Skills assessment products, Director Performance Advantage Program, Board Dynamics, various workshops and related services (Service/s). If you wish to use a Service or purchase our product/s you must comply with these Terms. Use of the Service constitutes unconditional acceptance of these Terms.
1.2. Please look out for any amendments to these Terms that Exemplar might make in the future. Exemplar may modify these Terms and/or its Service offerings (by adding, varying or withdrawing Services including as to pricing, composition or operation), either by email to your email address, or in its newsletter or by general notice on the Exemplar site (Home Page). It is your responsibility to read email alerts, newsletters and check the Home Page. Any use of the Service after the date of the email or publication will mean that you have accepted the modification/s.
1.3. Additional terms and conditions may also apply to specific Services. Any such additional terms will be deemed incorporated into these Terms and will prevail to the extent of any inconsistency.

2. Service

2.1. You may register for Service by: (a) undergoing a test and/or tests on-line (test participant); (b) paying for and/or managing a test and/or tests on-line (client); (c) via the online registration site found on the Exemplar Home Page (member/registered visitor); or (d) by any other means offered by Exemplar from time to time.
2.2. You warrant that you are over the age of 18 years of age or if you are not over the age of 18 you have obtained the consent of your parent, guardian or other responsible adult before registering for the Service.
2.3. You also warrant that all information you provide to Exemplar is true and correct. You must notify Exemplar if any of your relevant details change.
2.4. The client, is the only person authorised to request account information or make account changes and receive priority customer support. There is also a standard level of customer service and/or support via the website which is available to test participants and members/registered visitors.
2.5. The Service provided is not fault free and relies on factors outside the control of Exemplar. The Service is provided to you by such means as Exemplar decides from time to time.

3. Charges

3.1. You must pay all charges (Charges) for the Service as stipulated by Exemplar from time to time together with any GST associated with the Service. In particular you must pay all fees, charges, minimum charges collection and administration charges and other amounts you incur (or your designated test participant/s incur) or are incurred as a result of any use of your password and/or PIN number/s (whether authorised or not).
3.2. Upon on-line request for payment via credit card, you give Exemplar authorisation to debit your credit card for services requested by you. Exemplar's billing is based on a per order basis, nominated by the client. All services shall be invoiced in advance unless provided otherwise. If your financial institution fails to honour a payment of Charges then you must pay the amount owing directly to Exemplar.
3.3. Charges must be paid even if your computer is not working, the Internet is not available or the Exemplar network is temporarily down or you are unable to use the Service for any other reason. You must pay disputed Charges. A credit will be issued at a later date if Exemplar decides that this is appropriate.
3.4. You consent to Exemplar obtaining a credit reporting agency report containing personal information (as well as information concerning commercial credit worthiness and activities) for the purpose of assessment by Exemplar of an application for credit (whether commercial or personal) and/or for the purpose of the collection of payments which are overdue in accordance with the Privacy Act 1988 and National Privacy Principles (Privacy Amendment (Private sector)) Act 2000 amendments. Exemplar may report to a credit reporting agency that you are in default of the trading terms of these Terms and/or because it was necessary to hand over the account to a collection agency to obtain payment.

4. Refunds

A credit will be issued at a later date if Exemplar decides that this is appropriate. Any requests for refunds should be directed to Customer Service on 61 2 9666-8766.

5. Taxes.

All Charges are inclusive of GST unless otherwise noted. Where a Service is or becomes subject to a GST or any other tax, duty or levy ("Tax"), and the Charges are not already inclusive of the Tax, you authorise Exemplar to charge you for the Tax in addition to the Charges paid or payable in respect of the Service. The Tax is payable at the same time the Charge for the Service is payable.

6. Customer Costs

In addition to all Exemplar Charges, you must provide and pay for all communication, connection and equipment charges necessary to use the Service including telephone lines and all other equipment needed to access the Service at your own cost.

7. Use of Service

7.1. Exemplar will provide you one or more unique PIN number/s (depending on the number of on-line tests purchased) which you take full responsibility for. Extreme caution must be excercised when disclosing PIN number/s to any third party/parties.
7.2. You accept responsibility for all information and material you issue over any Service, and indemnify Exemplar against any liability in relation thereto.
In particular you undertake that you will not publish or issue any information which is illegal. You also acknowledge that Exemplar does not vet or approve any information or material available through the Service. You access and use such information and material at your own risk. 7.3. You must comply with any rules imposed by any third party whose content or service you access using the Service.

8 Security

8.1. You are responsible for the security of your account. Measures that you must take include:

choosing your password and taking steps to ensure it is not obvious;
not disclosing your password to any third party;
changing your password at regular intervals;
safely storing your password;
exercising extreme care when disclosing PIN numbers to test participants;
exercising caution when downloading content and materials over the Internet.

Measures we recommend you take include but are not limited to:

ensuring your computer system is up to date and secure;
maintaining current anti-virus, firewall and any other appropriate security measures.

9. Privacy

You acknowledge that Exemplar will, by virtue of the provision of the Services under this Agreement, come into possession of your information and data. This information and data ("Data") may include, but not be limited to, data transmissions, data containing your personal and/or private information as defined in the Privacy Act, 1988 and National Privacy Principles (Privacy Amendment (Private Sector)) Act 2000 amendments and other data provided to or obtained by Exemplar in connection with the provision of Services under this Agreement. You acknowledge and agree that Exemplar may use, process and/or transfer Data: (a) in connection with provisioning of Services; (b) to incorporate the Data into databases controlled by Exemplar for the administration, provisioning, billing and reconciliation, verification of your identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and customer analysis and reporting, and market and customer use analysis; and (c) to communicate to you about products and services of Exemplar or its partners via its newsletter or email from time to time. Exemplar and you will comply with the Exemplar Privacy Policy (as amended from time to time). Please refer to our website www.exemplarpa.com.au to view Exemplar's Privacy Policy in full.

10. Termination

10.1. Subject to any designated term associated with a Service, the Service may be terminated by you or Exemplar at any time by providing notice in writing which notice will take effect at the end of the Billing Period in which the notice is provided.
10.2. Exemplar may immediately terminate the provision of any or all Services if:

you breach any of these Terms;
you have provided false, misleading or incomplete information to Exemplar;
where your nominated payment method is refused or dishonoured;
Exemplar forms the opinion in good faith that you are or may be insolvent;
Exemplar for whatever reason ceases to provide the Service.

All outstanding Charges become immediately payable on giving of such notice and in no circumstances will you be entitled to any refund of payments made under this Agreement.

11. Suspension of Service

Exemplar may from time to time without notice suspend any Service or disconnect or deny you access to any Service:

during any technical failure, modification or maintenance involved in the Service provided that Exemplar will use reasonable endeavours to procure the resumption of the Services as reasonably practicable;
in an emergency or for other security or safety reasons; or
if you fail to comply with any of these Terms (including failure to pay Charges due) until the breach (if capable of remedy) is remedied, or if you do or allow to be done, anything which in Exemplar's opinion may have the affect of jeopardising the operation of any Service.

Notwithstanding any suspension of any Service under this clause you shall remain liable for all charges due throughout the period of suspension.

12. Exclusion of Liability

12.1. Exemplar is not liable for any cost loss or damage that you or any person using your account may suffer from using:
(a) the Service (including loss of data, delays, non-deliveries, mis-deliveries, service interruptions), whether or not as a result of negligence or act or omission of Exemplar; or
(b) any content accessed through the Service (including inaccurate, incomplete or out of date information).
12.2. Exemplar will not be responsible for any third party telecommunication charges incurred by you in accessing the Service.
12.3. Except for any conditions or warranties Exemplar is required by law to give, Exemplar makes no statement, warranty or promise about the quality or suitability of the Service.
12.4. Exemplar acknowledges that certain commonwealth and state legislation may imply into these Terms certain warranties and conditions that cannot be excluded, modified or restricted. However, Exemplar's liability for any breach of such implied term or warranty will be limited at Exemplar's option in any way permitted by the legislation including where so permitted and at Exemplar's election:

the supplying of the goods or Service again;
or the payment of the costs of having those goods repaired or the Service supplied again.

12.5. Except to the extent set out in Clause 12.4 Exemplar excludes all liability to you or any other person using your account for any costs, loss, liability or damage (whether direct or consequential including any loss of profits, business or anticipated savings) arising out of these Terms or the supply of the Service either in tort, breach of contract, breach of warranty or for any other reason or cause whatsoever including as a result of any act, omission or negligence by Exemplar or its representatives.
12.6. You acknowledge that in choosing to use the Service you are aware that it is not continuous or fault free in nature and that you have made your own assessment that the Service 'as is' is sufficient to meet your requirements. You must ensure that your computer communications and software equipment is compatible with Exemplar's systems.

13. Indemnity

You indemnify Exemplar from and against any actions, claims, suits, demands, costs, loss, or liability (whether direct or consequential) arising out of or in any way connected to the use of the Service by you or any other person using your account.

14. General

14.1.The Client cannot assign its rights under any agreement with Exemplar without the prior written consent of Exemplar (which may not be unreasonably refused). Exemplar may at any time assign this Agreement to a third party by providing you notice of same.
14.2.Failure by Exemplar to act immediately on any right under these Terms does not waive such right.
14.3.This Agreement is governed by the laws of New South Wales and the parties submit to the jurisdiction of the New South Wales Courts and Tribunals.

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