Definitions & Interpretations
The following definitions are used in our client, participant, partner and user related terms & conditions, agreements and policies.
Version 2, Last updated: 12 April 2021
1. Related Documents
The following definitions and interpretations are incorporated into our Agreements, specifically:
Our “Program Agreements” with Clients incorporate the following “Related Documents”: our Terms & Conditions, our Privacy Policy, our Terms of Use, and the relevant Quote.
Our “Partner Agreements” with Partners incorporate the following “Related Documents”: our Partner Terms & Conditions, our Privacy Policy, and our Terms of Use.
2. Interpretation
The rules of interpretation set out in the Acts Interpretation Act 1901 (Cth) will apply to the Agreement as though it were an instrument to which that Act applies.
Unless expressed to the contrary, in this Agreement: words in the singular include the plural and vice versa; if a word or phrase is defined its other grammatical forms have corresponding meanings; “includes” means includes without limitation; no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it; a reference to a person includes a partnership, joint venture, unincorporated association or corporation; a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation; any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; and “$”, “dollars” or “AUD” is a reference to the lawful currency of the Commonwealth of Australia.
2. Definitions
In the Related Documents the following words have the meanings given here:
“Able” means our software application used by Clients, Partners, Participants and User to design, manage and deliver programs, coaching, workshops and other learning materials; and found at https://albert.integralsurveys.com.
“Account” means the formal arrangement by which a Client, User person, corporation or entity accesses our technology Platform.
“Agreement” means collectively our Terms & Conditions, our Privacy Policy, our Terms of Use, these Definitions & Interpretation and the relevant Quote, taken together.
“API” means an application programming interface.
“Application” means the web- or mobile-based software application/s we make available to Users subject to the licence provided by your Agreement with us.
Assessment Guidelines means the guidelines as defined by ASQA. These cover the qualifications required by assessors, the design of assessment processes and guidelines for assessment management. Assessment guidelines explain the VET industry's preferred approach to assessment.
“Australian Skills Quality Authority” or “ASQA” means the Australian national regulator for vocational training and Registered Training Organisations: www.asqa.gov.au.
“Automated Communication” means fully or semi-automated electronic communication from our Platform to Participants or Clients, such as email booking reminders to coaching or workshop Participants, learning and development related messages to Participants, and automated Program reporting to Clients; generally sent on behalf of a Partner.
“Client” means:
The person, corporation or entity named as the Client in the Quote, and includes all Participants, Users, employees, agents, principals, and other persons for whom this Agreement makes the Client responsible or liable; or
Any person or entity that has purchased Client Products or Client Services.
“Client Products” and “Client Services” mean, respectively, Integral’s Products, Integral’s Services, Partner Products and Partner Services provided or intended to be provided to Clients, including by the Partner acting on our behalf.
“Coachee” means an individual person who participates in a coaching program or session.
“Confidential Information” means:
A Party’s financial and commercial information, including non-public information, but excluding information provided by either Party to the other Party for the express purpose of being passed on to another person, except to the extent where a confidentiality obligation is also imposed on the other person; or
Information that either Party provides to the other Party and which is unambiguously marked as being confidential; and
Specifically in relation to Integral Confidential Information includes: any document, book, account, process, computer program, patent, specification, drawing, design, or know-how of ours or our Clients; all software owned or licensed by us; all analyses, compilations, data, studies and reports of ours; technical details of any work undertaken by us or our Clients; details of all contracts, projects or work being undertaken by or involving us and our Clients; details of all internal management practices and procedures of ours or our Clients; details of the finances of ours and our Clients;
But does not include information that is already in the public domain through no fault of the receiving Party, or which that Party obtained from a third party that did not owe the disclosing Party any obligation of confidentiality when providing that information to the receiving Party.
"Consultants", Trainers", "Facilitators" or "Coach" means any person engaged by us to deliver our Services.
“Copyright Material” means material subject to copyright by operation of the Copyright Act 1968 (Cth).
“Data” means any Information that is created or Published on or through our Platform, or uploaded to our Servers.
“Database” includes any database designed and/or maintained by Integral to which a User is given access under any Agreement with us.
“Developed Technology” means any and all technology whether registrable or not, and whether a Patentable Invention or not, and whether Copyright Material or not, that is developed by Integral for the purposes of your Agreement with us, or during the course of performing this Agreement.
“Effective Date” means the date, which is the earlier of (a) the date designated as such in the Quote where you indicate your acceptance of the Program Agreement, or (b) the date designated as such in the Partner Form where you indicate your acceptance of the Partner Agreement, or c) the Client or User's initial access to any of our Services, through any online provisioning, Account creation, registration or order process.
“Existing Technology” means any and all technology that existed prior to the making of this Agreement by the Parties.
“Existing Clients” or “Our Existing Clients” means any Client that we have delivered products or services to, or have any outstanding contract or receivables with, between 1 July 2019 and 1 May 2021; or that we specify as an “Existing Client” on our Platform.
“Feature” means any distinguishing characteristic, option or functional capability of our Services and Programs.
"Fees" means any payment, or part of, that the Client has agreed to pay for the Services set out in the Quote and in the Terms & Conditions, and includes the Subscription Fees.
“Force Majeure” means any event beyond the reasonable control of that party, including a strike, blockade, war, act of terrorism, riot, industrial dispute, natural disaster, pandemic, civil emergency, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
“GST” means the Goods and Services Tax of the Commonwealth of Australia.
“GST Law” includes all laws and regulations concerning the imposition, collection and administration of the goods and services tax of the Commonwealth of Australia.
“Integral”, "we" or "us" means Integral Development Associates Pty Ltd (ACN 008 738 672), trading as "Integral", including it’s principals, employees, subcontractors, an agent of that entity, Services and Platform. Integral’s website can be found at www.integral.org.au
“Intellectual Property” means all things in which Intellectual Property Rights exist, under Australian law.
“Intellectual Property Rights” means any and all registered and unregistered intellectual property rights anywhere in the world, including without limitation all rights in the nature of: all copyright, trade secrets, patents, patent applications, trade marks, and design rights; the rights to own and/or use domain names and business names; and all neighbouring or proximate rights to the foregoing.
“Information” means information in any format, whether written, electronic, symbolic, numeric, or textual, and whether in computer code or some other symbolic or cryptic formulation, or in some format that requires a device or software to read or interpret the information, including without limitation: biometric information, surveys, documents, health information, written text, formatting instructions, metadata, audio, images, photographs and videos. It includes your name, age, gender and contact details as well as any Personal Information or Sensitive Information.
“Insolvency Event” means the occurrence of any legal event that legally establishes the insolvency of the relevant Party, including any of the following:
an application being made to a court by any person that the Party be declared bankrupt (if it is a natural person), which is not withdrawn, struck out or dismissed within 21 days or the relevant statutory time frame, whichever is shorter;
a trustee, administrator or receiver (however called) being appointed to administer the affairs or assets of the Party, where the appointment is not terminated within 21 days or the relevant statutory time frame, whichever is shorter;
the Party enters into a composition or arrangement with one or more of its creditors or makes an assignment for the benefit of one or more of its creditors;
the Party becomes unable to pay its debts as and when they fall due or is presumed to be insolvent under the Law; or
a writ of execution is levied against the Party or a material part of its property, which is not dismissed within 21 days or the relevant statutory time frame, whichever is shorter.
“Jarvis” means our software application for surveys and analytics found at https://surveys.integral.org.au/survey
“Materials” or “Learning Materials” includes all program materials, micro-learning, nudges, presentations, banners, workbooks, handouts, documents, reports; and other consulting, facilitation, training and coaching aids, both digital and hardcopy, used by Integral on Programs or Published to our Platform.
“NES” means the National Employment Standards as prescribed in the Act as it applies from time to time.
“New Client” or “Prospective Client” means any Client we have not delivered Services to or had any outstanding contracts or receivables with in the last 18 months.
“Newsletter” means our regular email sent to subscribers, including Clients, Participants, Partners and other Users of our Platform.
“Order” means a request by a Client to purchase or subscribe to our Products, Programs or Services.
“Participant” means any individual person to whom we provide Services on behalf of the Client (or, in cases where that person is the Client, means the Client), whether a principal, employee or other associate of the Client, and includes any person who assumes that person’s position within the Client's organisation. Participants includes, but is not limited to "Coachees" and "Users" who are specific types of Participants.
“Partner”, “Service Delivery Partner” or “SDP” means: a) the individual person or entity identified as such in the Partner Agreement, and includes any employee, subcontractor or agent of that person or entity, and any principal if it is not a natural person; or b) where referred to in the plural it means all our Partners, consultants, coaches, facilitators and trainers that deliver Client Programs and includes both salaried employees, casual employees and sub-contractors that we collaborate with to deliver our Services.
“Partner Agreement” means our Agreement with Partners and includes the Related Documents outlined above in clause 1.2.
“Partner Agreement Type” means a type of Agreement with our Partners as outlined in the specific Partner Agreement with each Partner. We have three types of agreement:
“Partner Agreement Type (A)”: a casual employment agreement where we are responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Agreement Type (B)”: a part- or full-time employment agreement where we are responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Agreement Type (C)”: a contractor agreement where the Partner is responsible for superannuation and payroll tax, as outlined in the agreement.
“Partner Community”, “Partner Network” or “Partners” means our network of Partners, including consultants, coaches, facilitators, assessors and trainers.
“Partner Fees” means the fees, commission, reimbursement of expenses or profit share payable to a Partner.
“Partner Renewal Date” is the date for the renewal of the Partner Agreement specified in the Partner Schedule, or, where the Term has been extended, means the new date for the renewal of the Partner Agreement agreed to by the Parties.
“Partner Services” or “Partner Products” means all services and/or products that the Partner provides to Integral under our Partner Agreement, including Client Services the Partner provides to Clients as our Partner.
“Partner Team” means a specific group of Partners (“team members”) that have formed a team to collaborate and co-deliver Programs and Services together.
“Partner Team Profile” means a specific Partner Team’s details posted to our Platform, or provided to us, for publishing on our Website, Platform and Newsletter. Partner Team Profiles include your team name, team information, team members/associated Partners, team slogans and logos.
“Party” means, depending on the specific Agreement, refers to either:
"Integral" or the "Client", and “Parties” means both of them.
"Integral" or the "Partner", and “Parties” means both of them.
“Patentable Invention” means a patentable invention within the meaning of the Patents Act 1990 (Cth).
"Personal Information" has the meaning given by the Privacy Act 1988 (Cth).
“Personnel” means in relation to a Party, it’s staff and other persons that it relies on to perform an Agreement with us.
“Perth Metropolitan Area” means that area covered by the Perth Metropolitan Region Scheme administered by the Western Australian Planning Commission.
"Plan" means a specific configuration of services including the Features, Service levels and associated Fees as outlined on the Pricing page of our website.
"Platform" means collectively our online Applications; including Able and Jarvis; our Software and our Website; and any Services or Information we make available to you.
“Products” means any item, object or system and generally refers to products such as surveys, analytic and feedback tools, or materials and includes Integral’s Products, Partner Products, and Client Products.
“Profile” means a User’s details posted to our Platform, or provided to us, for publishing on our Website, Platform and Newsletter. Profiles include your name, email, position, company information, qualifications, credentials, professional experience and profile images.
"Program" or “Project” means a specific combination, duration and order of our Services and service Components, delivered in a structured format; including but not limited to coaching sessions, training workshops, emails, micro-learning and feedback & evaluation services; to a Client/s and as outlined in a Proposal.
"Program Agreement" means our Agreement with Clients in relation to a specific Program and includes the Related Documents outlined above in clause 1.1.
"Program Commencement Date" or "Program Start Date" means whichever is the earliest date: (a) the date specified in the Quote Schedule as such; or (b) the date of the first Participant or User experience, including but not limited to a welcome emails, coaching sessions, training workshops, group briefings, scoping meetings and survey services.
"Program Duration" means the period of time from the "Program Commencement Date" to the "Program End Date" as measured in months.
"Program End Date" means (a) the date specified in the Quote Schedule as such; or if the date has not been specified (b) the date of the last Participant or User experience, including but not limited to a thankyou emails, coaching or training sessions, post-program meetings and post-program evaluation surveys services.
"Program Expiry Date" means whichever date is the greater calculated with the following formulas: (a) Program Start Date + Program Duration + 90 days = Program Expiry Date, or (b) Contract Sign-off Date + 365 days. If the Program Start Date or Program Duration is not specified in the Quote the Program Expiry Date shall be calculated using (b).
“Project Lead Consultant” or “PLC” means the individual person, generally a Partner, with primary responsibility for the design, delivery, quality and impact of a specific Program, as specified in the Quote or on our Platform.
“Proposal” means the hard-copy or electronic document provided to the Client, outlining the Program, specific provision of our Services, and includes the Quote and Fees.
“Publish” means to prepare, produce, reproduce, transmit, distribute, publish or otherwise make available directly or indirectly, to any person (including us), Information, Surveys and Data, including but not limited to publication by printing, exporting, email, social media, web link, embedded iframe, website pop-up or any other form of publication media (digital or physical).
“Qualifications Framework” means the frameworks as defined by ASQA. These frameworks contain groups of units of competency used to develop learning outcomes. These groupings range from Certificate I to Graduate Diploma level.
“Quote” means the hard-copy or electronic Proposal provided to the Client, outlining the provision of our Services, and specifically referring to the section outlining the Fees.
“Recipient-Created Tax Invoice” or “RCTI” means a Recipient-Created Tax Invoice as defined by the Australian Taxation Office, that we generate on behalf of our suppliers.
“Renewal Date” means that date specified by adding the Term of the Agreement to the Effective Date.
“Respondent” or "Rater" means any individual or entity that you Publish a Survey to, either directly or indirectly, in order to gather feedback from.
“Registered Training Organisation” or “RTO” means a a training provider registered by ASQA, (or a state regulator) to deliver vocational education and training (“VET”) services.
"Sensitive Information" means information or an opinion about an individual’s racial or ethnic origin; or political opinions; or membership of a political association; or religious beliefs or affiliations; or philosophical beliefs; or membership of a professional or trade association; or membership of a trade union; or sexual orientation or practices; or criminal record; that is also personal information; or health information about an individual; or genetic information about an individual that is not otherwise health information; or biometric information that is to be used for the purpose of automated biometric verification or biometric identification; or biometric templates.
“Server” means a server, database, hosting facilities, or other storage service.
“Services” means the Platform, Products and Services that we provide to the Client under a Program Agreement with the Client, in particular those services described in the Quote. Our Services also include but are not limited to: our leadership & management development programs; training and qualifications; coaching; surveys, analytics and feedback products; consulting services; software applications and digital products; website/s; and other professional & organisational development services; knowledge and support forums, or support via email and phone; data hosting, transfer, usage and storage; messages and notifications; online and hard-copy learning content; behaviour change recommendations to individuals and organisations; and specific Third Party Services.
"Service Component", “Component” or “Segment” means a discrete part or section of the Services, generally combined to make up a Program and it’s relevant Quote.
“Software” means the source code, object code, or underlying structure, ideas, or algorithms, and any associated files or procedures of a software program, sub-program or application.
"Special Conditions", for the purposes of the Terms & Conditions, is defined in clause 18.17 of the Terms & Conditions.
“Subscriber” means a Client that has a Subscription.
“Subscription” means a contract to receive our Services that automatically renews itself at the Subscription Renewal Date and incorporates the Subscription Fees, Subscription Commencement Date, Subscription Renewal Date, Subscription Term taken together as outline in your Quote.
"Subscription Fees" means the series of annual or monthly Fees paid to us by the Subscriber for the duration of the Subscription Term, in return for the Services outlined in the Agreement.
“Subscription Commencement Date” means the date designated as such in our Quote for the commencement of the Subscription.
“Subscription Renewal Date” means the date one Subscription Term forward from the Subscription Commencement Date, and thereafter means the future date to which the Subscription Renewal Date is extended by operation of our Terms & Conditions.
“Subscription Term” means the period of time designated as such on the Quote, unless extended or terminated by this Agreement.
“Survey” means all surveys, polls, quizzes, questionnaires, questions, feedback profiles, organisation surveys, and tests created, distributed and responded to through our Platform.
“Term” means the term or duration of the Agreement.
"Terms of Use" or "TOU" means our Terms of Use for Users of our Platform and Services.
“Third Party Services” means any third party product or service not created by Integral or our Partners when they act on our behalf, including but not limited to: websites, software and web applications; hardware and Server providers; connectivity and network providers; and data hosting, transfer, usage and storage services, some of which we may use or you may use to deliver our Services.
“Total Program Fee” means the total Fee the Client has agreed to pay for the Services set out in the Quote and in the Terms & Conditions.
“Trainer” or “Assessor” means a person as defined by ASQA, that holds the required credentials, competencies and knowledge to deliver an RTO’s training and assessment.
“Training Packages” means the skills and knowledge needed by learners to perform a job as defined by ASQA. They do not specify how to train learners. Each training package contains three components: Units of Competency, a Qualifications Framework and Assessment Guidelines.
“Units of Competency” or “Units” means the Units of Competency as defined by ASQA. Units of Competency define the skills and knowledge needed as part of a Training Package, and how to apply them in a workplace context.
“Use” means use, copy, Publish, publicly perform or display, distribute, modify, translate, and create derivative works.
“User” means the individual person who uses our Platform or otherwise receives our Services, or Platform Services, whether as a Subscriber, Client, Participant or Partner; or a principal, employee or other associate of the Client, who is authorised by a Client in compliance with this Agreement to use our software Platform or otherwise receive our Services, and includes any person who assumes that person’s position within the Client's organisation.
“VET” means Vocational Education and Training, and generally refers to the VET sector in Australia as regulated by ASQA.
“We”, “Our”, “Ours”, or “Us” means "Integral Development Associates Pty Ltd", trading as "Integral", and includes the related bodies corporate of Integral, including its principals, directors, officers, employees, servants and agents.
“Website” means the websites maintained by us namely: www.integral.org.au, www.helloable.co; and any other Integral, Able branded or co-branded websites (including sub-domains, international versions, widgets and mobile versions).
“Your Data” means any of your Data covered by Intellectual Property Rights - including any data created by a User, whether specifically authorised by you to do so or not – or any Information provided by a Respondent to one of your Surveys.
“You” or “Your” means the Subscriber, Client, Participant, Partner or User, and in the case of our Privacy Policy a person in respect of whom we have collected personal information.