1.General Terms
These terms apply to all services provided by MYP Corporation Pty Ltd (trading as “iinduct”), including both the iinduct Premium system and iinductGO.
1.1 Definitions
- Services: Online training, compliance monitoring, and other functionalities as specified in the service agreement.
- Confidential Information: All customer or iinduct proprietary information as outlined in the agreement.
2.Provision of Services
2.1 General Services
- iinduct will provide access to its online learning and compliance systems as specified in the customer’s agreement.
- All services are delivered in accordance with professional standards recognised by the industry.
2.2 iinduct Premium Services
- iinduct Premium allows for customisation of training modules and system features to meet the customer’s specific requirements.
2.3 iinductGO Services
- iinductGO is provided as a pre-configured system with standardised features and modules.
- Customisation of content or functionality is not permitted for iinductGO.
3. Fees and Payment Terms
- Payments for subscriptions are non-refundable.
- Monthly license fees are payable in advance. Additional charges may apply for excess usage, including SMS and email notifications.
- Failure to make payments within 14 days of notice may result in service suspension and interest charges.
3.1 iinductGO Fees
- The minimum subscription term for iinductGO is three (3) months.
- Customers must provide 30 days’ written notice to terminate after the minimum term.
4. Intellectual Property
4.1 Project and Background Material
- Project Material: Any materials created specifically for the customer under this agreement are considered Project Material and will be provided to the customer for internal use only.
- Background Material: Pre-existing materials, systems, and processes developed by iinduct remain its exclusive property. Customers are granted a non-exclusive license to use Background Material for the purposes outlined in the agreement.
4.2 Agency Material
- Any material provided by customers to iinduct for use in the system is referred to as Agency Material. Customers retain ownership of Agency Material but grant iinduct a license to use it as needed to fulfil the agreement.
5. Use of the Platform
- Payments for subscriptions are non-refundable.
- Subcontracting, sublicensing, or granting access to third parties is prohibited.
- Customers must comply with reasonable use policies, including SMS and email usage limits.
6. Data Security and System Availability
- The platform targets an uptime of 99.9%.
- Data is securely stored in Australian-based data centers, and any breach will be reported within 15 minutes.
- Scheduled maintenance occurs between 1 a.m. and 5 a.m. with at least seven days’ advance notice where possible.
- Notifications of updates or outages will be provided where possible.
7. Subcontracting
- iinduct may subcontract certain aspects of its services, provided that subcontractors comply with the same obligations outlined in this agreement.
- Subcontractors will not have access to Confidential Information unless required for performance and bound by equivalent confidentiality obligations.
8. Confidentiality
- Both parties agree to keep confidential all proprietary information, including customer data, system materials, and fee structures.
- Confidential Information includes information disclosed in writing or orally, including but not limited to staff names, contact details, compliance documents, and system-related data.
- Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law.
- These obligations remain in effect indefinitely, even after the termination of the agreement.
9. Insurance
- Both parties must maintain appropriate insurance coverage throughout the duration of the agreement as relevant to their obligations.
10. Conflict of Interest
- Both parties warrant that no conflict of interest exists or is likely to arise during the performance of this agreement.
- If a conflict of interest arises, the affected party must immediately notify the other and take reasonable steps to resolve the issue.
11. Termination
- Either party may terminate the agreement with 30 days’ written notice, subject to the specific terms for each system.
- For iinductGO, termination is not permitted within the initial three-month subscription term.
- If the customer breaches the terms of this agreement, iinduct may terminate immediately upon written notice.
- Upon termination, iinduct will provide the customer with a copy of their data and ensure a smooth transition.
- Customers remain liable for any outstanding fees or charges incurred before termination.
12. Reasonable Use
- Reasonable use policies apply to the iinduct Premium and iinductGO systems, including limits on SMS and email notifications.
- Headcount: Customers must accurately represent the number of staff and volunteers using the system. Headcount limits may impact pricing, and any increases must be communicated to iinduct.
- Archiving: Archiving is limited to staff no longer employed or on extended leave. Active staff cannot be archived to reduce headcount.
13. Dispute Resolution
- Disputes will be resolved through good-faith negotiation before pursuing external methods.
- If unresolved within 10 business days, disputes may proceed to arbitration or court proceedings.
15. Limitation of Liability
- iinduct is not liable for issues arising from customer misuse of the platform or delays caused by the customer.
- In the event of a data breach caused by iinduct, the company will indemnify the customer for related costs.
16. Miscellaneous
- Severability: Invalid clauses do not affect the remainder of the agreement.
- Governing Law: These terms are governed by Queensland law.
