TERMS AND CONDITIONS
- Definitions and Interpretation
- Your Responsibilities
- Intellectual Property
- Termination and Suspension
- Monitoring use of the Platform
- Feedback and Complaints
- Updates to these Terms and conditions
1.1 These terms and conditions (Terms and Conditions) govern use by any user of the Driven platform.
1.2 The Platform is provided by Hello Driven Pty Ltd (ABN: 94 607 545 175) (we, ours, us) and is available at hellodriven.com and [insert app link].
1.3 The Platform is an AI powered virtual coach which aims to help you (you, Users) build resilience and improve wellness while providing measurement, reporting, analytics and training capabilities.
1.4 To access and use the Platform you need to register on the Platform and agree to comply with these Terms and Conditions. Our Platform is tailored to persons over the age of 18. To the extent you are under the aged of 18 you must only do so with the consent of your parent or guardian.
2.1 In these Terms and Conditions, unless the context otherwise requires:
Business Day the banking business days in New South Wales, excluding public holidays in New South Wales.
Confidential Information means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as beingconfidential and is not generally made available to the public.
Fees means the fees charged by us for your use of the Platform displayed on ourwebsite from time-to-time and as may be varied from time-to-time.
Law means any Commonwealth, State, Territory or local government legislation in force in Australia.
Loss includes any liability, damage, costs (including legal costs on a solicitor and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.
Personal Information means personal information as defined in the Privacy Act 1988 (Cth).
Platform means the cloud-based resilience training platform which provides an AI powered virtual coach andoffers measurement, reporting, analytics and training.
Services means any of the services provided through the Platform (including, without limitation, resilience coach certification, resilience training, PR6 Resilience Assessment) and other services.
2.2 In these Terms and Conditions, unless the context otherwise requires:
(a) words denoting any gender include all genders;
(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and vice versa;
(d) a reference to a party includes its successors and permitted assigns;
(e) a reference to a person includes a corporation, trust, partnership, unincorporatedbody or other entity, whether or not it comprises a separate legal entity; and
(f) a reference to a statute or other law includes regulations and other instrumentsunder it and consolidations, amendments, re-enactments or replacements of anyof them.
3.1 We provide the Platform and the Services to you.
3.2 If you request, we may also provide customisation services of the Platform upon whichwe will enter into a separate agreement with you for provision of such services.
3.3 Your access and use of the Platform is subject to you agreeing to these Terms andConditions. You warrant you have had the opportunity to evaluate and satisfy yourselfabout the features and operation of the Platform and the terms on which we make itavailable.
3.4 We do not provide medical advice. The Platform and the information and suggestions wemake on the Platform is not intended as a medical diagnosis and it is not a substitute forthe advice of a qualified medical practitioner. You should never disregard professionalhealth or medical advice or delay in seeking treatment because of something you haveseen on the Platform. In all matters concerning your personal health we stronglyrecommend that you rely upon the advice of an appropriately qualified medicalpractitioner. If you are considering or committing suicide or feel that you are a danger toyourself or to others, you must discontinue use of the services immediately, call 000 ornotify appropriate police or emergency medical personnel.
3.5 We are not responsible for any communication, interaction or relationship between youand any other person on the Platform, whether or not it occurs on the Platform or byanother means.
3.6 We may, at any time, enhance and/or alter the features of the Platform at our sole discretion and without notice to you.
3.7 You have the discretion to stop using the Platform at any time. We make no warranty or representation as to the suitability of the Platform to you if you decide to use it.
3.8 Nothing in these Terms and Conditions constitutes a relationship of employer andemployee, principal and agent or partnership between you and us or between you andanother User.
4.1 You will get access to the Platform and Services when:
(a) You have registered on the Platform;
(b) Your registration has been approved by us; and
(c) We receive your first payment of any applicable Fees. For the avoidance ofdoubt, this would include any person seeking access to PR6 ResilienceAssessment and Driven Resilience Training
4.2 Subject to clause 4.1, you can onboard other people to the Platform by:
(a) creating that person’s profiles on the Platform yourself; or
(b) sending to us a file containing that person’s information for us to upload to thePlatform; or
(c) providing that person with a link to complete the registration on the Platform themselves.
(d) complying with any other reasonable onboarding requirements we mayimplement from time to time.
4.3 If you are providing information about another person on the Platform you warrant:
(a) that you are authorised to do so by that person; and
(b) you will procure that person complies with these Terms and Conditions.
5.1 You must:
(a) comply with all applicable Laws when using the Platform and/or receiving the Services;
(b) keep the Confidential Information disclosed to you confidential and only use it for the purpose of using the Platform; and
(c) bear all costs and expenses related to your use of the Platform and the Services.
5.2 Where applicable, you must supply to us correct and up to date information to allow us toidentify you. If you fail to supply the correct information to us we may refuse to provide you access tothe Platform and/or cancel your account.
5.3 You must not, in relation to your use of the Platform:
(a) allow others to access or use your account (i.e. there is a limit of one person per account);
(b) impersonate others;
(c) misrepresent your affiliation with others;
(d) share your log in details and passwords to any other person;
(e) interrupt or attempt to negatively impact or alter the operation of the Platform in any way;
(f) engage in any practice which may adversely affect the credibility or reputation of the Platform or of us;
(g) use the Platform in a way that violates applicable laws, that violates the intellectual property rights or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
(h) upload or distribute materials that harm or disrupt the operation of the Platform orthe operations of other User;
(i) post reviews or commentary to promulgate deceptive or offensive or extreme opinions or any other illegal, malicious or deceptive activities;
(j) reverse engineer, decompile or disassemble the Platform or use the Platform to develop a solution that is the same or substantially similar to the Platform;
(k) other than where we have provided prior authorisation allowing you to do so, licence, sell, rent, lease, transfer, assign or otherwise commercially exploit, or otherwise make the Platform available to any third party;
(l) except as permitted under this agreement, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell any information, content, software, or materials made available through the Platform; or
(m) engage in any misleading or deceptive conduct or any other conduct that would contravene the Australian Consumer Law.
5.4 You are solely responsible for all activities that occur on your account on the Platform. We will not be liable for any loss or damage arising from or related to activities on your account.
5.6 You warrant that all information you enter on the Platform is true, accurate and complete.You must ensure that if your details change you update this information on the Platform to ensure it remains true, accurate and complete.
6.1 In consideration of access and use of the Platform, you must pay to us any applicable Fees or have had such fees paid on your behalf.
6.2 We reserve the right to vary the Fees at any time but will give you not less than 60 days’ notice of any change.
6.3 Unless stated otherwise, all Fees are exclusive of GST and any other similar taxes or levies.
6.4 The Fees are not refundable upon request in any circumstances.
6.5 Fees will vary depending on the types of Services you want to access and use on the Platform.
6.6 We will engage a third-party payment facilitator calledStripeto enable you to pay the Fees and for us to receive the Fees. We do not store and/or collect your payment details.We reserve the right to change the third-party payment facilitator without notice.
6.7 We will send you an invoice when you pay for the Fees. Unless otherwise specified the invoice will be sent to the email address specified when you registered on the Platform.
6.8 All fees and charges will be debited from your credit card either annually or on a periodicbasis, depending on the Services and payment option you have selected.
6.9 If sufficient funds are not available on your nominated credit card at the time of processing a payment:
(a) we may issue a notification by way of email (or other means) to you providing notice of the issue and giving you until 12.00 noon on the following day to rectify the cause by ensuring adequate funds are available or correcting your credit carddetails. You will also be notified of the issue at this time and acknowledge that you are required to ensure that the issue is rectified before we retry to process the payment; then
(b) the payment will be retried after 12.00 noon on the following day. We will repeat this process again if the payment is declined for a second time. If the payment is declined a third time, the payment will be deemed to be late. Late payment will beconsidered a breach of contract and thus we have the right to suspend or terminate your use of the Platform.
7.1 You, when using or accessing the Platform, must:
(a) comply with the requirements of the Privacy Laws; and
7.2 You warrant that all Personal Information you have provided complies with your privacypolicy and the Privacy Laws.
8.1 When you register and use the Platform you may provide us with information about yourself, another person and other information which is not Personal Information (Data).
8.2 You grant to us a perpetual, worldwide, royalty-free, non-exclusive, transferrable licenceto enable us to use the Data to provide the Platform, improve the Platform functions, in the ongoing general training of the machine learning algorithms within the Platform andfor our own business purposes. We may also use Data and information gathered fromthe Platform to undertake analysis, research and publish our results (in which case wewould publish such results on a de-identified basis).
8.3 You acknowledge and agree that all customers of ours have the benefit of the ongoinggeneral training of the machine learning algorithms that occurs as a result of our use ofthe Data which you upload to the Platform.
8.4 We may make the Data available to other companies, organisations or individuals to useon a de-identifiable basis (which may be for, among other things, marketing or to generally knowledge share with our referral partners). No compensation will be paid toyou with respect to the Data we collect.
9.1 You acknowledge that we retain exclusive ownership and control of the IntellectualProperty Rights in the Platform and any materials provided by us to you in connectionwith the Platform and the Services.
9.2 You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any general suggestions, enhancement requests,recommendations or other feedback provided by you.
10.1 While we take all due care in providing the Platform, we do not provide any specificwarranty, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose except as we are required to by theAustralian Consumer Law.
10.2 We take due care in ensuring that the Platform is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your device whicharises in connection with your use of the Platform or any linked websites.
11.1 The Platform contains links to other websites, including the websites of third-party providers. These are provided for convenience only.
11.2 We have no control over or responsibility for anything on those websites.
11.3 Any link to another website (including that of a third-party provider) does not imply ourendorsement, support, or sponsorship of the operator of that website nor of the information and/or products and/or services which they provide, (including their services).
12.1 We are not responsible for any communication, interaction or relationship between you and any other User of the Platform, whether or not it occurs on the Platform or byanother means.
12.2 To the extent permitted by Law we exclude all other terms, conditions, warranties and guarantees which might be implied into these Terms and Conditions.
12.3 Terms, conditions and warranties implied by Law which cannot be excluded, restricted or modified apply to these Terms and Conditions to the extent required by Law.
12.4 Subject to clause 12.3, our total and aggregate liability for loss suffered or sustained by you in connection with the provision of the Platform:
(a) whether arising as a result of breach of contract, in tort (including negligence) or under statute; and
(b) whether or not arising pursuant to an indemnity in these Terms and Conditions, is limited to us providing you with access to the Platform again.
12.5 Neither party will be liable to the other party (or any other person) for any Indirect Loss arising from a breach of this Agreement.
12.6 For the purposes of clause 12.5, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms and Conditions (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).
12.7 You agree to indemnify, defend and hold us (and each of our officers, employees and agents) (together, the Indemnified Persons) harmless against any Loss incurred or arising in respect of the death or illness of, or personal injury to, any individual in connection with provision of the Platform and/or the Services, except to the extent such Loss arises from our willful misconduct.
13.1 We reserve the right to suspend or terminate your right to use the Platform if, at any time, you breach these Terms and Conditions.
13.2 You may terminate your use of the Platform by closing your account.
13.3 If the Platform is shut down for any reason (Closure) we will give you as much notice as is practicable of a Closure. In this case we will have no liability to you.
14.1 We reserve the right to monitor your use of the Platform, through cookies and other means, for the purpose of:
(a) enabling us to understand the way Users navigate the Platform and use the services available on it;
(b) adapting our business model;
(c) obtaining insights to improve our engagement with a Practitioner and/or Enterprise;
(d) improving the experience of Users using the Platform;
(e) ensuring that the Platform is functioning as we intended; and
(f) ensuring that Users are complying with these Terms and Conditions.
15.1 This describes the procedure which we follow to manage your complaints and find a resolution if there is any dispute. we are continuously trying to improve our management to provide a better Platform.
15.2 If you wish to make any comments about the Platform or your experience, we encourage you to provide us feedback by contacting us by email at firstname.lastname@example.org.
16.1 We may amend these Terms and Conditions at any time. We will announce any material changes on the Platform and you should check to see if changes have been made.
16.2 If you access the Platform following any amendment to these Terms and Conditions you will be taken to have agreed to comply with the Terms and Conditions as changed. If you do not agree with changes to the Terms and Conditions, you should not use or access the Platform.
17.1 Notices given under these Terms and Conditions must be in writing and delivered by email to the recipient’s email address specified on the Platform. If you want to contact usabout any aspect of these Terms and Conditions then please send email to email@example.com.
18.1 Any Confidential Information disclosed by us to you must be kept confidential by you andonly used for the purpose of using the Platform.
18.2 You grant to us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any general suggestions, enhancement requests, recommendations or other feedback provided by you.
18.3 Each of us must (at our own expense) do all things as the other party asks as may be reasonably required or necessary to give the other the full benefit of any obligations owed to the other and expressed in these Terms and Conditions.
18.4 The rights and obligations in clauses 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17 and 18 will survive the termination or expiry of these Terms and Conditions.
18.5 All or any part of these Terms and Conditions that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions.
18.6 These Terms and Conditions are governed by the laws of the State of New South Wales. Each of us submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales in connection with all matters concerning these Terms and Conditions.
Published: 15 July 2019