Version 1 November 2015 Henderson Services Pty Ltd ABN 60 922 138 584
These Terms are binding on any use of the Service and apply to You from the time that Henderson Services provides You with access to the Service.
By registering to use the Service, you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
“Access Fee” means either the biannual, annual or course fee, as the case may be, (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Henderson Services may change from time to time on notice to You).
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” means the provision of online courses and materials made available (as may be changed or updated from time to time by Henderson Services) via the Website.
“Website” means the Internet site at the domain www.drkaylenehenderson.com or any other site operated by Henderson Services.
“Henderson Services” means Henderson Services Pty Ltd, as trustee for the Henderson Trust, which is a company registered in Australia in accordance with Corporations Act 2001 (CTH) and all current and future global subsidiaries.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes an entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. USE OF SOFTWARE
Henderson Services grants You the right to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any other applicable laws:
(a) The Subscriber is responsible for maintaining security over their log in details;
(b) The Subscriber is responsible for any Invited User who has or gains access totheir log in details;
(c) If there is any dispute between a Subscriber and an Invited User, the wishes of the Subscriber shall prevail.
3. YOUR OBLIGATIONS
An invoice for the Access Fee will be issued upon registration and depending on the Service for which You are subscribing.
The Access Fee for “Raising Good Kids: Managing Behaviour and Emotions in 0-5’s” entitles You to use the Services for thirty-six (36) months.
The Access Fee for “Raising Good Kids: Managing Behaviour and Emotions in Early Childhood Care and Education Settings” entitles You to thirty-six (36) months’ use for up to fifteen (15) Invited Users.
It is a pre-requisite for registration for the “Professional Resources Hub” that You have completed “Raising Good Kids: Managing Behaviour and Emotions in Early Childhood Care and Education Settings”. The Access Fee for the “Professional Resources Hub” entitles You to either twelve (12) months or twenty-four (24) months use. You or staff of the Centre may use the Service for your own purposes, or to facilitate information sessions with parents at your centre. For the sake of clarity, the Service, including any of the resources available through, the “Professional Resources Hub” may not be used by or passed on to others.
All Henderson Services invoices will be sent to You or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment, being 10 days from the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
(b) Preferential Pricing or Discounts
(c) General Obligations
You must only use the Service and Website for Your own lawful purposes, in accordance with these Terms and any notice sent by Henderson Services or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
(d) Access Conditions
(i) You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Henderson Services of any unauthorised use of Your passwords or any other breach of security and Henderson Services will reset Your password and You must take all other actions that Henderson Services reasonably deems necessary to maintain or enhance the security of Henderson Service’s computing systems and networks and Your access to the Services.
(ii) As a condition of these Terms, when accessing and using the Services, You must:
(A) Not attempt to undermine the security or integrity of Henderson Service’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
(B) Not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or the Website.
(C) Not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
(D) Not transmit or input into the Website any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
(E) Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
(e) Usage Limitations
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes. Any such limitations will be advised.
(f) Communication Conditions
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mails, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When you make any communication on the Website, You represent that You are permitted to make such communication. Henderson Services is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communications tools available on the Website. However, Henderson Services does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Henderson Services against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Henderson Services, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
(i) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
(ii) Each party’s obligations under this clause will survive termination of these Terms.
(iii) The provisions of clause 4(a)(i) and 4 (a)(ii) shall not apply to any information which:
(A) Is or becomes public knowledge other than by a breach of this clause;
(B) Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(C) Is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(D) Is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
Title to and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Henderson Services (or its licensors).
6. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
Henderson Services has no responsibility to any person other than You and nothing in this Agreement confers or purports to confer a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
(A) You are responsible for ensuring that You have the right to do so;
(B) You are responsible for authorising any person who is given access to information, and you agree that Henderson Services has no obligation to provide any person access to such information without Your authorisation and may refer any requests for information to You to address; and
(C) You will indemnify Henderson Services against any claims or loss relating to:
(a) Henderson Services’ refusal to provide any person access to Your information in accordance with these Terms, and
(b) Henderson Services’ making available information to any person with Your authorisation.
The provision of, access to, and use of the Services is on an “as is” basis and at Your own risk.
(iii) Henderson Services does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including computer networks and the Internet can be unpredictable and may from time to time interfere with or prevent access to the Services. Henderson Services is not in any way responsible for any such interference or prevention of Your access or use of the Services.
(iv) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
(c) No Warranties
Henderson Services gives no warranty about the Services. Without limiting the foregoing, Henderson Services does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
(d) Consumer Guarantees
If You are acquiring the right to access and use the Services for the purposes of a business then, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
7. LIMITATION OF LIABILITY
(a) To the maximum extent permitted by law, Henderson Services excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, profits and savings) or damage resulting, directly or indirectly from any use of, or reliance on, the Services or Website.
(b) If You suffer loss or damage as a result of Henderson Services’ negligence or failure to comply with these Terms, any claim by You against Henderson Services arising from Henderson Services’ negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
(c) If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
(a) Prepaid Subscriptions
Henderson Services will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
(b) No Fault Termination
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3(a). At the end of each billing period these Terms will automatically cease unless You pay the prescribed Access Fee for a further period when due. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
(i) breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(ii) breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3(d) or any payment of Access Fees that are more than 30 days overdue); or
(iii) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,Henderson Services may take any or all of the following actions at its sole discretion:
(iv) Terminate this Agreement and Your use of the Services and the Website;
(v) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
(vi) Suspend or terminate access to all or any Data;
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations is not made in full by the relevant due date, Henderson Services may suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights to access to all or any Data.
(d) Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
(i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
(ii) Expiry or termination
(e) Clauses 3(a), 3(g),4,5,6,7,8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
(a) Technical Problems
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Henderson Services. If You still need technical help, please check the support provided online by Henderson Services on the Website or email us at email@example.com
(b) Service availability
Whilst Henderson Services intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Henderson Services has to interrupt the Services for longer period than Henderson Services would normally expect, Henderson Services will use reasonable endeavours to publish in advance details of such activity on the Website.
(a) Entire Agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
(d) No Assignment
You may not assign or transfer any rights to any other person with Henderson Services’ prior written consent.
(e) Governing Law