NECASafe Digital

Terms and Conditions

Recitals 

1. NECA is the peak industry body that represents the best interests of the electrical and communications contracting industry and related trades in Australia. 

2. NECA is responsible for providing the Subscriber with, and the said Subscriber agrees to receive, the NECASafe Digital online safety management subscription. 

3. The Subscriber carries on the business in the trade and constructions industry. 

4. The National Electrical Contractors Association t/as National Electrical and Communications Association NSW Chapter, ABN 26008672179 (“NECA”) has agreed to grant to the Subscriber rights to the NECASafe Digital subscription in accordance with the terms and conditions of this Agreement. 

Definitions and Interpretation 

1. In this Agreement the following terms shall, unless the context otherwise requires, have the following meanings: 
   
   1. Agreement means this agreement (including any Schedules or annexures) and any document that varies or supplements it. 
   2. Subscriber means the company with which NECA has made a formal agreement for the collection of payment for safety subscriptions or associated products and services.   
   3. Authorised Use means the use of the NECASafe Digital subscription by Subscriber for training, management, and safety compliance purposes only. 
   4. Commencement Date means the date when a Subscriber’s company profile is activated on the NECASafe Digital online safety management subscription. 
   5. Confidential Information means the existence of and terms and conditions of this Agreement and any information
2. relating to the business and affairs of NECA and its related entities in the provision of the NECASafe Digital subscription. 
3. relating to NECA’s clients, employees, sub-contactors, office holders, or other persons doing business with NECA      
4. belonging to NECA or the Subscriber which is of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential, which is disclosed by NECA or the Subscriber to the other, directly or indirectly, or otherwise comes to the knowledge of that party in relation to or in connection with this Agreement, whether that information is in oral, visual or written form or is recorded or embodied in any other medium. 

f. Intellectual Property means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, all rights conferred under statute, common law, or equity in relation to inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, trade secret, knowhow, trade or business name, indication of source or appellation of origin or other proprietary right of registration, look and feel, circuit layouts and all other rights resulting from intellectual activity in, but not limited to, the industrial, scientific, literary or artistic fields. 

g. NECASafe refers to the service and department within NECA that offers the NECASafe subscription, as well as a range of HSEQ products and services. These include a comprehensive safety documentation library, various forms, and templates. 

h. NECASafe Digital subscription means the safety package the Subscriber chooses to subscribe to from time to time (as updated from time to time), which must include the NECASafe Product together with MYOSH online subscription service and NECA Safe. 

i. Subscribership Fee means the fee stated in the Pricing Table of this Agreement (as updated from time to time). 

j) Unauthorised Use means any and all of the following activities: 

I.     any use of the NECASafe Digital subscription by anyone other than an Authorised User. 

II.     any commercial use by a Subscriber and/or any unauthorised user thereof of the NECASafe Digital subscription or any constituent elements thereof. 

Period of Subscription 

2. The subscription year is for a period of 12 months commencing on the date of the NECASafe Digital subscription. The subscription will automatically renew on the expiration of the 12-month period for an additional 12-month term and thereafter for additional terms equal in duration (12 months) unless a Subscriber provides NECA with a notice of termination as per clause 3 of this Agreement. 

3. The Subscriber may terminate this Agreement for any reason by giving NECA written notice. In the event of termination before the end of the 12-month contract period, a termination payment of $50 per license will also be required as outlined in clause 26 of this Agreement.  

Subscription Fee and Payment 

4. The Subscriber must pay NECA the Subscription Fee identified in the Pricing Table of this agreement on a monthly or annual basis and as provided for in the Direct Debit Request Service Agreement. 
5. The Subscriber acknowledges and agrees that if a service is cancelled or rescheduled for any reason, the Subscriber shall not be relieved of any of its obligations under this Agreement. 

Variation 

6. NECA reserves the right to vary these terms and conditions at any time with not less than seven (7) days prior notice to the Subscriber. 

Subscriber Obligations 

7. The NECASafe Digital online safety management subscription shall be used by the Subscriber for Authorised Use only and only for the purposes as set out in this Agreement. 
8. The NECASafe Digital subscription shall not be used for Unauthorised Use. 
9. The Subscriber hereby agrees to notify NECA when the details of bank accounts being direct debited for payment of the subscription are to be varied. Any variations to account details will require the Subscriber to update their banking or credit card details directly with NECA . 

NECA’s Obligations 

10. NECA will use its best endeavours to provide instruction on the use of the NECASafe Digital subscription. 
11. NECA does not provide financial services, financial services advice, insurance policies, insurance advice or any other related advice. 
12. NECA will not carry over any training courses or services after each 12-month period cycle has ended. 
13. After the expiry of the period of subscription , any credits in relation to the training courses or services will be forfeited without any refund to the Subscriber. 

Intellectual Property 

14. NECA grants to the Subscriber a non-exclusive, non-transferable, royalty-free licence for the Period of agreement to use NECA Intellectual Property strictly for the purposes of performance of this Agreement. 
15. NECA and the Subscriber each acknowledges that the other party’s Intellectual Property is the property of the owning party, and it has no legal right, title or interest in or to the Intellectual Property of the other party except as expressly set out in this Agreement. 
16. All Intellectual Property, including copyright [of any other documents created, generated, used or developed in  the provision of the services within the NECASafe Digital subscription. 

Confidentiality 

17. During or after the Period of Subscription, NECA and the Subscriber must: 

a. not disclose any Confidential Information of the other party without obtaining the prior written consent of the other party; 

b. not use ant Confidential Information for the purposes other than those required by NECA or the Subscriber, which relate to the provision of the NECASafe Digital subscription; 

c. immediately notify the other party of any suspected or actual Unauthorised Use, copy of disclosure of any Confidential Information. 

18. A party may disclose any Confidential Information: 

a) to its employees, officers and agents on a need-to-know basis provided that they comply with the obligations of this Agreement. 

b) if required to do so, to the extent that the disclosure is required by law; and 

c) to any professional advisors. 

19. Unless expressly authorised by NECA, the Subscriber is prohibited from dealing with the media of whatever kind in relation to matters connected with the business, operations or affairs of the NECA or its NECASafe Digital subscription. 

Warranty 

20. NECA warrants to the Subscriber that it has full power, capacity, and authority to enter into and perform its obligations under this Agreement. 
21. The Subscriber warrants to NECA that it has full power, capacity, and authority to enter into and perform its obligations under this Agreement. 

Indemnities 

22. The Subscriber agrees to indemnify and keep indemnified NECA and its affiliated entities, its officers, directors, employees, Agents, contractors, and assigns against any liability, actions (whether in contract, tort or otherwise), suits, claims or threatened claims, demands, damages or losses (including consequential loss), compensation, costs and expenses incurred or suffered by NECA in connection with or arising in any way out of the Agreement (including reasonable legal costs), including but not limited to: 

a) any breach by the Subscriber of the terms of this Agreement; and 

b) any claim that the use or possession of the Subscriber’s Intellectual Property by NECA infringes a third party’s Intellectual Property rights; 

Exclusion of Liability 

23. Notwithstanding any other provision of this Agreement, NECA shall not be liable to the Subscriber for indirect, incidental, special, consequential or punitive loss or damages howsoever arising (including in negligence). 

Termination 

24. NECA may terminate this Agreement and stop providing the Subscriber with the NECA NECASafe Digital online safety management subscription at any time if NECA believes, on reasonable grounds, that the Subscriber has caused genuine distress to any of NECA’s employees, agents or contractors in connection with the supply of the NECASafe Digital online safety management subscription. 
25. Without prejudice to any other rights it may have, NECA or the Subscriber may terminate this Agreement by notice in writing to the other party in the following circumstances: 

a) The other party is in breach of any of the terms of this Agreement and fails to remedy the breach within 7 days after the date on which written notice of the breach has been served on the other party; and 

b) Either party goes into liquidation, receivership, administration, bankruptcy, enters an arrangement or compromise with its creditors or has any form of insolvency administrator appointed. 

26. In the event of termination before the end of the contract period, a termination payment of $50 per licence will be required regardless of remaining months of contract.  
27. Neither party will be liable for any failure to carry out any provision of this Agreement if the failure was caused by circumstances beyond its control, including, but not limited to, act of God, fire, accident, interruptions to the energy supplied, strike, riot, civil commotion, or war whether declared or not as a Force Majeure Event. The Parties must do all things reasonably necessary to mitigate the effect of the Force majeure Event on the performance of its obligations. 

Jurisdiction 

These terms and conditions shall be governed by the laws of NSW and each party irrevocably submits to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and courts competent to hear appeals from those courts. 

Pricing Table 

Direct Debit Authority 

By agreeing to this Agreement, the Subscriber hereby provides NECA with the authority to withdraw funds directly from their nominated bank account in accordance with the terms and conditions outlined herein. This Direct Debit Authority shall remain valid and in effect for the entire duration of the subscription period for the Service and shall be subject to cancellation or modification as per the terms and conditions of this Agreement.