Terms and Conditions
These Terms are a legal agreement between you and Shaping Change. Your use of the Site is
governed by the Terms.
In consideration for Accessing the Site, you confirm acceptance of the Terms. The date you
Access the Site will be the effective date of the Terms. You may not make any use of the Site
unless you have accepted the Terms. At a minimum, your agreement with us will always
include the Terms.
1. DEFINITIONS
Access means the act of accessing the Site (including by means of Automated Access) whether
that access is by a person intending to be a user or another type of access, and regardless of
whether the access is obtained by use of a Third Party Service. Without limiting clause 2.3(d)
(Interpretation – General), in these Terms, Accessed, Accessing and other similar grammatical
variances of this word have the corresponding meaning of this concept in the context they are
used.
Automated Access means use of a process, script, webcrawler, software or other methodology
that (a) permits a user that is not a human user to access the Site as a user or (b) monitors any
activity in connection with the Site, and (c) regardless of whether Shaping Change is aware of
the nature of such access.
Confidential Information has the meaning set out in clause 7.1 (Definition of Confidential
Information).
Content Licence means any other written agreement that you enter into with Shaping Change
in respect of our Material obtained using the Site, if any or in any other medium we consider
appropriate. Subject to any principles of interpretation set out in the Content Licence and these
Terms, the Content Licence will deemed to be incorporated as part of these Terms.
Harmful Code means viruses, worms, time bombs, Trojan horses and other harmful software,
files, scripts, agents or programs.
Intellectual Property Rights means intellectual property rights conferred on a party or
recognised at Law in any territory throughout the world including any rights associated with
copyright, trademark, business name, patent, innovation concept, semiconductor, formula, trade
secret, method, circuit layout, invention and any other results of intellectual activity in any field of
industry or endeavour and includes any right to use an Intellectual Property Right owned by a
third party where the terms of that right of use or licence permit a use of that Intellectual Property
Right as contemplated under the Terms and any Content Licence.
Law means, with reference to any applicable jurisdiction, any statute, regulation, bylaw or a
provision of a statute, regulation, or bylaw and includes, without limitation, any statutory rule, or
ruling by a statutory body.
Our Material means all material provided to you by Shaping Change prior to, and during, your
use of the Site, including all software, guides, any material subject to a Content Licence and any
other written communications that are commercially sensitive to Shaping Change.
Shaping Change, us, we and similar grammatical variants of plural first person pronouns in this
document mean the business entity trading under the registered business name ‘Shaping
Change’, 2156 Huon Road, Lower Longley, TAS 7109, email: ros@www.shapingchange.com.au.
Site means the Shaping Change website located at the URL www.shapingchange.com.au, and
any other URL that is utilized by Shaping Change for the distribution of our Material and
promotion of our services.
Third Party Applications means online, web-based applications and offline software products
that are (a) provided by third parties, (b) interoperate with the Site, and (c) may be either
separate or con-joined with the Site, whether or not they are identified to you by Shaping
Change as applications that are provided by third parties.
You means any party who Accesses the Site. Without prejudice to the requirements of our
policies, when (a) there is more than one party involved in that instance of Access, those parties
are jointly and severally liable to Shaping Change, (b) you are an individual, the expression
includes your personal representatives, employees and agents, (c) the Accessing party is a
corporation, the expression includes the employees, agents and successors of the corporation,
(d) the Accessing party is a partnership, the expression includes the partnership as it is
constituted at the date of its Access and each of its members and also the successors of the
partnership whether comprising the same of a different name and each of the members of the
partnership or its successors as it may be constituted from time to time, (e) the Accessing party
is or becomes a trustee (whether or not that fact is disclosed to Shaping Change) the expression
includes the party in its personal capacity as well as its capacity as a trustee. Without limiting
clause 2.3(d) (Interpretation – General), in these Terms, your, yours and other grammatical
variances of these terms in the Terms have the corresponding meaning of this concept in the
context they are used.
Your Data means all electronic data or information submitted by you making use of the Site,
whether that data or information is submitted by you or data that is intended by you to be
syndicated using the Site.
2. INTERPRETATION
2.1 References – People and Parties. In this document a reference to (a) one gender
includes the others; (b) the singular includes the plural and the plural includes the singular; (c) a
person includes a body corporate; (d) a party includes the party’s executors, administrators,
successors and permitted assigns.
2.2 References – Statutes and currency. In this document a reference to a Law includes: (i)
that Law as amended or re-enacted from time to time; (ii) a statute, regulation or provision
enacted in replacement of that Law; and (iii) another regulation or other statutory instrument
made or issued under that Law; and (b) money is to Australian dollars, unless otherwise stated.
2.3 Interpretation – General In this document, (a) “including” and similar expressions are not
words of limitation; (b) a reference to a clause or schedule is a reference to a clause of or a
schedule to the Terms; (c) a reference to an agreement or document (including, without
limitation, a reference to the Terms) is to the agreement or document as amended, novated or
replaced; (d) where a word or expression is given a particular meaning, other parts of speech
and grammatical forms of that word or expression have a corresponding meaning; (e) headings
are for convenience only and do not form part of this document or affect its interpretation; (f) a
provision of the Terms must not be construed to the disadvantage of a party merely because
that party was responsible for the preparation of the Terms; and (g) all references to time are to
Australian Eastern Standard time.
2.4 Interpretation – Priority If there is any inconsistency between any provision in the Terms
and any provision in any Content Licence, that Content Licence will prevail to the extent of that
inconsistency.
3. SERVICES
3.1. Provision of the Site. Shaping Change will make the Site available to you (a) under the
Terms, and (b) under any Content Licence. You acknowledge that the provisions of these
Terms do not constitute a sale of any aspect of Our Material or the Site to you. You agree that
your use of the Site is not contingent on the delivery of any future functionality or features, or
dependent on any oral or written public comments made by Shaping Change regarding future
functionality or features. You may access the Site on any device that has the relevant
capabilities. However, you acknowledge that Shaping Change does not warrant that any of the
Site will be available by way of access from any particular device or that any aspect of the Site
utilized by you will be error free.
3.2 Site Information. Whilst Shaping Change makes every effort to ensure that the information
on the Site is accurate and up to date, we have no liability to you for any inaccuracy or misstatement
contained in that information. You utilize all of the information on the Site at your own
risk. If you take any action, or make any omission that is (a) linked to, or (b) caused as a direct
or indirect result of, your dissemination of the information contained on the Site, and that action
or omission results in any loss or detriment to you, Shaping Change is not liable to you for that
loss or detriment.
3.2. Subscriptions. We are not obligated to provide our Material to you unless required to do
so by a Law or by some other contractual arrangement with you. In some instances, if you wish
to obtain our Material, you must purchase it as a subscription or by way of payment for the
relevant content using a Content Licence.
3.3. License. Shaping Change grants to you a personal, royalty free, non-assignable, and nonexclusive
license to use the Site in accordance with the Terms and any Content Licence for the
duration of the Terms. This license is granted for the sole purpose of enabling you to enjoy the
features of the Site in the manner contemplated by the Terms and any Content Licence and is
not capable of sublicense without Shaping Change’s prior written consent. This licence is
subject to various and occasional Access restrictions, the availability of our Material and any
impedance caused by technical issues from time to time.
3.4 Duration The duration of these Terms will continue until it is terminated in one of the ways
provided for in clause 9 (Termination).
4. USE OF THE SERVICES
4.1 Your Responsibilities. You are entirely responsible for (a) your access to the Site, (b) your
use of the Site, (c) your compliance with the Terms, (g) ensuring that your use conforms with
any Content Licence. You acknowledge that you may be required to have and maintain an
internet or data connection in order to access the Site.
4.2. Prevention of Misuse You must (a) use commercially reasonable efforts to prevent
unauthorized access to or use of the Site, and notify us promptly of any such unauthorized
access or use, (b) not seek to circumvent Shaping Change’s methods intended to control access
to the Site, (c) not operate or develop patches, software or applied programming interfaces that
are intended to augment or alter the Site in a manner that is not intended or not authorized by
Shaping Change, and (d) use the Site only in accordance with applicable Laws.
4.3. Use of the Site. You must not (a) make the Site available to anyone else, (b) sell, resell,
rent or lease access to the Site, (c) use the Site to store or transmit infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of third party
privacy rights, (d) use the Site to store or transmit Harmful Code, (e) interfere with or disrupt the
integrity or performance of the Site or any Third Party Applications, or (f) attempt to gain
unauthorized access to the Site or Shaping Change’s related systems or networks. You may not
access the Site to monitor their availability, performance or functionality unless the reason for
your doing so is to assess the Site for your own reference in circumstances where the details of
your assessment are not to be published or provided to a third party.
4.4. Usage Limitations. The Site may be subject to usage limitations, such as, for example,
limits (a) on storage space, and (b) on the number of calls you are permitted to make against
Shaping Change’s application programming interfaces (if any). You must comply with any
usage limitations imposed by Shaping Change.
4.5. Automated Access. All Automated Access is also subject to the Terms. No automated
software or process may legally access the Site until the person who is responsible for the
Automated Access has accepted the Terms. As such, any attempt to obtain Automated Access
will be bound by the Terms. If you are responsible for any Automated Access, you must also
comply with any directives Shaping Change may make in respect of the Site using a Robots
Exclusion Protocol, robots.txt file, Robots Exclusion Standard or any other directive concerning
Automated Access prepared by Shaping Change from time to time.
4.6. Access Information. If in the future you are issued with a user account for any aspect of
the Site, you must keep your passwords and any confidential user identification that you use to
access the Site secure. You are solely responsible to Shaping Change for all activities that
occur in respect of your user account for the Site, and if you become aware of unauthorized use
of your user account for the Site, you agree that you will notify Shaping Change immediately.
4.7 Software Versions and Licensed Services You acknowledge that (a) there are multiple
instances of software supporting and underpinning the Site; (b) Shaping Change will make that
software available to you from time to time to assist your use of the Site; (c) that Shaping
Change will update the Site from time to time. As a condition of your use of the Site, when
required by us to do so, you must use the latest versions of any of our software optimisations
made available to you for that use. You also consent to Shaping Change updating the Site
automatically without notifying you.
5. THIRD PARTY PROVIDERS
5.1. Acquisition of Third Party Products and Services. You acknowledge that (a) if you
utilize any other products or services produced by other parties in connection with the Site,
including but not limited to Third Party Applications, including implementation, customization and
other similar services, and any exchange of data between you and any third party provider, is
solely between you and the applicable third party provider; and (b) Shaping Change does not
warrant or support any Third Party Applications or any other products or services that are not a
part of the Site, whether or not they are designated by you as “certified” or otherwise.
5.2. Third Party Applications and your Data. If you install or enable Third Party Applications
for use with the Site, you acknowledge that we may allow providers of those Third Party
Applications to access your Data as required for the interoperation of those Third Party
Applications with the Site. Shaping Change is not responsible for any disclosure, modification
or deletion of your Data resulting from this type of access by Third Party Application providers.
6. PROPRIETARY RIGHTS
6.1. Reservation of Rights. Subject to the rights granted to you in the Terms, Shaping Change
reserves all other rights, title and interest in Our Material and to the Site – including all Intellectual
Property Rights in Our Material and the Site. You acknowledge no Intellectual Property Rights
are granted to you in the Terms other than the usage rights for the Site that are expressly
described in these Terms and under any Content Licence.
6.2. Restrictions. You must not (a) permit any third party to access the Site except as
permitted in the Terms or as specified in any Content Licence, (b) copy, modify, create derivate
works of, reverse engineer, decompile or otherwise attempt to extract the source code of the
software in respect of the Site, (c) copy, frame or mirror any part or content of the Site, other
than copying or framing for your own personal reference, (d) reverse engineer any aspect of the
Site, (e) access the Site in order to build a competitive product or service, or (f) copy any
features, functions or graphics of the Site, or (g) act in a manner that is otherwise inconsistent
with the Intellectual Property Rights of Shaping Change.
6.3. Ownership of your Data. Subject to the licenses you have granted to Shaping Change in
the Terms in respect of your Data in the Terms and under any Content Licence, Shaping
Change acknowledges that you own all rights, title, and interest in and to all of your Data.
6.5. Other Intellectual Property Rights. During your use of the Site, you must not utilize
content in a way that infringes the Intellectual Property Rights of third parties. You must obtain
the consent of the owner of the relevant Intellectual Property Rights in respect of the content you
intend to use. You acknowledge that Shaping Change is not liable to you or to any third party
for your use of content in breach of this clause 6.5.
6.6. Information Rights and Publicity. Subject to the terms of our privacy policies, Shaping
Change and its related parties may retain and use, information collected about you during the
course of your use of the Site. Shaping Change will not share information in respect of your
activities with any third parties unless Shaping Change (a) has your consent, (b) is permitted to
do so under relevant Laws relating to privacy, or (c) provides such information in certain limited
circumstances to third parties to carry out tasks on Shaping Change’s behalf (e.g., billing or data
storage) with strict restrictions that prevent the data from being used or shared except as
directed by Shaping Change. When this is done, Shaping Change must ensure it is subject to
agreements that oblige those parties to process such information only on Shaping Change’s
instructions and in compliance with the Terms and appropriate confidentiality and security
measures. By registering as a user of the Site, you also consent to the transfer of your Data to
a country outside of the country you reside in.
6.7. Trade Marks. You acknowledge that you may not use Shaping Change’s trade marks,
logos, domain names or brands to promote you, or your services (or in juxtaposition to them)
except (a) in accordance with any license granted under the Content Licence; or (b) in any
instance where Shaping Change has otherwise authorized you to do so; (c) any instance where
our trade marks, logos, domain names or brands are to be used in association with functions
that permit the Site to interoperate with other services.
6.8. Suggestions. You grant to Shaping Change a royalty-free, worldwide, transferable,
sublicensable, irrevocable and perpetual license to use or incorporate into the Site or to our Material
any suggestions, enhancement requests, recommendations or other feedback provided by you
relating to the operation of the Site or to our Material.
7. CONFIDENTIALITY
7.1. Definition of Confidential Information. In these Terms, Confidential Information
means all information disclosed by a party (Disclosing Party) to the other party (Receiving
Party), whether orally or in writing, that is designated as confidential or that reasonably should
be understood to be confidential given the nature of the information and the circumstances of
disclosure. Your Confidential Information includes your personal information. Our Confidential
Information includes aspects of the Site and our Material. Confidential Information also includes
the terms and conditions of the Terms and the Content Licence, as well as business and
marketing plans, technology and technical information, product plans and designs, and business
processes disclosed by any party. However, Confidential Information does not include any
information that (a) is or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received
from a third party without breach of any obligation owed to the Disclosing Part y, or (d) was
independently developed by the Receiving Party.
7.2. Protection of Confidential Information. Unless authorized by the Disclosing Party in
writing, (a) the Receiving Party must use a reasonable degree of care not to disclose or use any
Confidential Information of the Disclosing Party for any purpose outside the scope of the Terms,
and (b) the Receiving Party must limit access to Confidential Information of the Disclosing Party
to those of its employees, contractors and agents who need the access for purposes that are
consistent with the Terms and who have signed confidentiality agreements satisfactory to both
parties.
7.3. Protection of your personal information. Shaping Change will maintain appropriate
administrative, physical, and technical safeguards for protection of the security, confidentiality,
and integrity of your personal information in accordance with our privacy policies as modified by
us from time to time. Shaping Change will not (a) modify your personal information, (b) disclose
your personal information, except where these Terms or any Content Licence permit or require
that disclosure, or (c) access your personal information except to provide the Site or prevent or
address service or technical problems, or at your request in connection with customer support
matters.
7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the
Disclosing Party if it is compelled by Law to make the disclosure, provided the Receiving Party
gives the Disclosing Party prior notice of the scope of the compelled disclosure (to the extent
legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing
Party wishes to contest the disclosure. If the Receiving Party is compelled by Law to disclose
the Disclosing Party’s Confidential Information as part of a civil proceeding to which the
Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and
providing secure access to such Confidential Information.
8. WARRANTIES AND DISCLAIMERS
8.1. Mutual Warranties. Each party represents and warrants that (a) it has the legal power and
capacity to enter into the Terms, and (b) it will not transmit to the other party any Harmful Code.
8.2. Disclaimer. Except as required by any Law or as set out in the Terms or any Content
Licence, neither party makes any other warranties of any kind, and each party specifically
disclaims all implied warranties.
9. TERMINATION
9.1 Termination by Shaping Change. Shaping Change may terminate the Terms at any time in
writing if: (a) you have breached any provision of the Terms, (b) you have acted in a way that
indicates you does not intend to comply with a provision of the Terms (c) Shaping Change is
required to terminate the Terms by Law or the operation of the Site becomes unlawful, (d)
Shaping Change determines that the provision of the Site is no longer profitable or viable.
9.2 Termination by you. You may terminate the Terms without notice to Shaping Change
simply by (a) deregistering as a user of the Site and (b) ceasing to use all aspects of the Site
(including those that interoperate with Third Party Applications). If you resume Access to the
Site in any way, the Terms will apply to that resumed use.
9.3 Survival of Terms. Any termination by either party will not affect any rights, obligations
liabilities or licenses that are either expressed in the Terms or the Content Licence to be
continuous or are intended to continue indefinitely by implication.
10. GENERAL PROVISIONS
10.1. Export Compliance. You must comply with the export Laws and regulations of any
relevant jurisdictions in using the Site. In particular, (a) you warrant that you are not named on
any government list of persons or entities prohibited from receiving exports, and (b) you must not
access or use the Site in violation of any export embargo, prohibition or restriction.
10.2. Relationship of the Parties. You and Shaping Change are independent contractors.
This Terms does not create a partnership, franchise, joint venture, agency, fiduciary or
employment relationship between the parties.
10.3. Third Party Beneficiaries. You acknowledge that (a) Shaping Change may have entered
into licensing arrangements to enable the provision of the Site or our Content; and (b) the
licensors of the enabling licences could be third party beneficiaries to your obligations under the
Terms.
10.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any
right under the Terms constitutes a waiver of that right. Other than as expressly stated in the
Terms, the remedies provided in this document are in addition to, and not exclusive of, any other
remedies of a party under any Law.
10.5. Severability. If any provision of the Terms is held by a court of competent jurisdiction to
be contrary to any Law, the provision must be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent permitted by Law, and the
remaining provisions of the Terms will remain in effect.
10.6 Conflict. If any provision of the Terms and any explicit term of the Content Licence are in
conflict, the explicit term of the Content Licence will prevail in respect of that conflict.
10.7 Assignment. You cannot assign your rights or obligations under the Terms without
Shaping Change’s prior written consent. Shaping Change can novate or assign its rights or
obligations under the Terms without restriction.
10.8 Liability. Subject to any Law applying to the Terms that expressly prevents this provision,
Shaping Change’s aggregate liability from any one claim by you (whether the claim arises under
these Terms, the Content Licence or pursuant to any action in tort, negligence or otherwise) will
not exceed the larger of (a) any amount you have paid to Shaping Change for access to our
Content over the 6 month period prior to the date giving rise to your claim, (b) the amount of
$100.00 or (c) the cost of re-supplying the Content to you. In some jurisdictions this type of
limitation is not permitted, so this provision may not apply to you.
10.9. Amendments. Shaping Change may amend the Terms from time to time by either
notifying you using the Site or providing details of the amendments on its website. Shaping
Change will act reasonably in making any amendments.
10.10. Governing Law and Disputes. The Terms is governed by the Laws of the
Commonwealth of Australia and disputes must be resolved in the non-exclusive courts of that
jurisdiction. You agree that you will not be involved in an action as a class member in a class
action and that all disputes must be pursued in your own name only.
10.11. Entire Agreement. The Terms, together with the provisions of any Content Licence
constitute the entire agreement between the parties and supersede all prior understandings and
agreements concerning their subject matter.
GDPR Policy
The General Data Protection Regulation (GDPR) provides data protection and privacy rights to individuals within the European Union. We intend to extend these rights to all individuals, regardless of location.
Please note, in some cases we may not be able to comply with certain clauses laid out below (E.g. we may be required to retain payment information for tax purposes).
Your rights
Under the GDPR you are granted the following rights:
- You have a right to know our identity. Please see ‘Data Controller Details’ at the end of this policy.
- You may withdraw any given consent at any time.
- You will be notified if, at any point in the future, the usage of your data changes from what is stated here. You will have the opportunity to withdraw consent.
- You have the right to object to any of your data being processed.
- You may request a copy of all information we have about you, at any time.*
- You may request modification of any data we have on you, at any time.*
- You may request deletion of any or all data we have on you, at any time.*
*For requests about your data, we will have to identify you to be able to comply. We can’t act on data requests if we don’t know whose data it’s about! We recommend you email us your request from the email address you are inquiring about.
Full details on your GDPR rights are provided at the following link:
Data collection
Some personal data may be collected by us in the operation of this website. The amount of information collected depends on the level of interaction you have with us, such as signing up to newsletters or training courses.
Data we collect may include the following:
- Identity data, such as name and email.
- Contact information, such as email and phone number.
- Financial and transactional data such as records of purchases. Any online payments will be processed through PayPal, and we will only retain a payment ID provided to us by PayPal.
- Usage data, such as email opening rates, number of website logins, etc.
- Any other information you may volunteer to us, such as feedback or survey responses.
Cookies
We may use cookies on our websites. You can set your browser to prevent this if you prefer. Cookies are stored in your browser, and may be deleted by you at any time. Unless you create an account with us, all cookie data will be anonymous.
Data Usage
We will use your data for the following purposes:
- To verify your identity should you wish to exercise your rights as above.
- To provide services to you that you have requested.
- To send you marketing materials and offers.
- To generate anonymous aggregate data.
Recipients of Data
Your data may be stored with third parties that provide services to us, such as our hosting provider and mailing list provider. Data may be available in some cases to contractors or associates that perform services for us, such as website development services.
Data Retention
The period of data retention depends on the type of data, and the actions you take. We will retain data as long as is necessary to provide services and content to you, and may retain some information after un-subscription or account removal. To have all information about you removed, please contact us, and we will comply as closely as allowed by law.
Please contact us if any of the following apply to you:
- You want to know what data we have about you.
- You want us to modify or delete any data we have about you.
- You feel that your rights have not been met.
- You do not understand any part of this policy.
- You have unanswered questions about how we collect or use data.
Data Controller Details (Our details)
Entity name: ROSALIND CARDINAL & ASSOCIATES PTY LTD
Business name: Shaping Change
Contact email: ros@www.shapingchange.com.au
Postal address: PO Box 344, Kingston, Tasmania 7051