Terms & Conditions

We are PMC2 Pty Ltd ACN 640 109 557, of 67 McLachlan Street, Fortitude Valley, Qld 4006, Australia (Soul Safe).

1. Background to These Terms

1.1 Soul Safe is a supplier of training and certification services in relation to health, safety, hygiene and infection prevention and control, and has the right to use and license the use of the Mark.

1.2 By entering the Customer’s details into this site you are confirming that the Customer wishes to acquire a Subscription together with the Subscription Benefits for its staff.

1.3 When you check the checkbox confirming you agree to these terms when signing up to or logging into this Service, you are agreeing to these terms on behalf of the Customer. These terms will constitute a legally binding agreement (Agreement) between Soul Safe and the Customer and will continue to apply while the Customer continues to use any Subscription Benefits.

2 Definitions

2.1 Definitions

In this Agreement unless the context otherwise requires: 

Australian Consumer Laws

means Schedule 2 to the Competition and Consumer Act 2010 (Cth)

Authorised Customer Means the customer who purchased the subscription or a duly authorised representative of a business who purchased a subscription. The Authorised Customer has authority to amend, extend, terminate or request further information on a subscription in line with the terms in this Agreement. 

Business Day

means:

(a)        for receiving a Notice under this agreement, a day that is not a Saturday, Sunday or public holiday or bank holiday in the place where the Notice is received; and

(b)        for all other purposes, a day (not being a Saturday, Sunday or public holiday) on which Australian banks (as defined in Section 9 of the Corporations Act) are open for general banking business in the capital city of the State.

Business Premises

means the Customer’s business premises as entered by you into this site.

Claim

means any claim, notice, action, proceeding, investigation, litigation, judgement or demand, however it arises and whether present, unascertained, immediate, future or contingent, whether based in contract, tort, statute or otherwise and whether involving a third party or a party to this agreement.

Commencement Date

means the date you first enter your details into this site and enter into these terms, or such other date of which we notify you in writing or as otherwise agreed between us.

Compliance Services

means our services in providing quarterly compliance checks with you to ensure you are complying with Soul Safe requirements to maintain your certification to use the Mark.

Corporations Act

means Corporations Act 2001 (Cth).

Delegate

means the representative of the Customer who undertakes IPC Training with a view to completing the Soul Safe Business Course.

Government Agency

means any government or governmental, semi-governmental, administrative, fiscal, or judicial body, department, commission, authority, tribunal, agency or entity.

GST

has the meaning given to that term in the GST Law.

GST Law

means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

iCollege

means iCollege Limited ABN 75 105 012 066 and includes each subsidiary which is an RTO.

Insolvency Event

means, in relation to an entity, a person or a party, any one or more of the following events or circumstances:

(a)        being in liquidation or provisional liquidation or under administration;

(b)        having a controller or analogous person appointed to it or any of its property;

(c)        being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;

(d)        being unable to pay its debts or being otherwise insolvent;

(e)        becoming an insolvent under administration, as defined in the Corporations Act;

(f)         entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;

(g)        any analogous event or circumstance under the laws of any jurisdiction; or

(h)        taking any step or being the subject of any action that is reasonably likely to result in any of the above occurring (including the convening of a meeting or presenting a petition or order for winding up),

unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party (such approval is not to be unreasonably withheld or delayed).

Intellectual Property

means all intellectual property (whether registered or unregistered) including, but not limited to, business names, domain names, confidential information, trademarks, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, data bases, know-how, logos, design and copyright.

IPC Training

means the comprehensive infection prevention control (“IPC”) training and related business training, both components provided via the Soul Safe training platform (a link to which we will provide to you).

IPC Training Services

means provision of the IPC Training to the Customer’s Delegate and MCIPC Training to the Customer’s employees.

Liability

includes liabilities, loses, damages, outgoings (including legal costs on a full indemnity basis) and expenses of whatever description, however arising and whether present, unascertained, immediate, future or contingent, including, but not limited, to penalties, fines and interests.

Licence

means the licence granted under clause 5.

Loss

means a damage, claim loss, cost, expense or liability incurred by the person concerned however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Mark

means the certification mark which Soul Safe has the right to exploit notified to you by email.

MCIPC Training

means Soul Safe’s micro-credential training in IPC and virucidal management.

Notice

has the meaning given in clause 11.2.

Related Body Corporate

has the meaning set out in the Corporations Act.

Representatives

means, in relation to a person or entity, its officers, employees, contractors, agents, advisers or financiers.

RTO

means a registered training organisation operating in Australia delivering accredited and non-accredited vocational education and training solutions

Rules

means the rules published (and as amended from time to time) by Soul Safe in respect of use of the Mark, including any rules attaching to the Mark as published by the Australian Competition and Consumer Commission and/or IP Australia.

Security Interest

has the meaning given in the PPSA.

State

means Queensland, Australia.

Statement of Attainment

means the Statement of Attainment obtained by the Delegate if the Delegate completes all requirements of the IPC Training to the satisfaction of iCollege and Soul Safe.

Subscription

means a Subscription to the Soul Safe Subscription group exclusively entitled to the Subscription Benefits.

‘Subscription Term’ and ‘Subscription Plan’ respectively and collectively are the ‘Subscription’

Subscription Benefits

means, subject to these terms, the right to use the Mark, the right to receive IPC Training Services and Compliance Services, together with such other benefits as are agreed between the parties from time to time.

Subscription Fees

means the Subscription Fees calculated in accordance with clause 4.5 and at the rates set out on the Website from time to time.

Tax Invoice

has the meaning given to it in the GST Law.

Term

Means the term specified in your Order Confirmation in accordance with the respective Subscription plan purchased under such Order Confirmation. 

Term means twelve (12) months commencing on the Commencement Date if the Annual Subscription Plan is selected.

If the Month to Month Subscription Plan is selected when purchasing the Subscription, the Subscription will continue until terminated by the Authorised Customer.

Unsubscribe Directions

To unsubscribe, the Authorised Customer must email customercare@soulsafecertified.com requesting the termination in line with sections 6 and 7 of this agreement

Website

means the website located via the URL https://soulsafe.com.au

2.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) headings are for convenience only and do not affect interpretation;

(b) a singular word includes the plural and vice versa'

(c) a word which suggests one gender includes the other gender;

(d) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this agreement and references to this agreement include any schedules or annexures;

(e) a reference to a party to this agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;

(f) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(g) a reference to a document or agreement (including a reference to this agreement) is to that document or agreement as amended, supplemented, varied or replaced;

(h) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(i) if any day on or by which a person must do something under this agreement is not a Business Day, then the person must do it on or by the next Business Day;

(j) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;

(k) a reference to ‘month’ means calendar month;

(l) this agreement is not to be interpreted against the interests of a party merely because that party proposed this agreement or some provision in it or because that party relies on a provision of this agreement to protect itself;

(m) a reference to ‘$’ or ‘dollar’ is to Australian currency;

(n) a reference to time is to local time in the capital city of the State;

(o) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(p) the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;

(q) a reference to applicable law is to any relevant law (including any subordinate or delegated legislation or statutory instrument of any kind) of a jurisdiction in or out of Australia, and also to any relevant judgment, order, policy, guideline, official directive, code of conduct, authorisation or request (even if it does not have the force of law) of any Government Agency or regulatory body, such as a stock exchange, within or outside Australia;

(r) the language in all parts of this agreement shall be in all cases construed in accordance with its fair and common meaning and not strictly for or against any of the parties.

3.1 Engagement of Soul Safe

The Customer agrees to engage Soul Safe as an independent contractor to provide (and procure as the case may be) the Subscription Benefits subject to the terms and conditions referred to in this Agreement.

3.2 Location

Soul Safe primarily provides the Subscription Benefits at locations notified to the Customer from time to time. The Customer may be required to attend for the IPC Training on-line as directed by iCollege and Soul Safe.

3.3 Independent Contractor

Soul Safe is engaged by the Customer as an independent contractor. This Agreement is not intended to create or evidence an employment relationship, partnership, agency or joint venture between Soul Safe and the Customer.

4. IPC Training Service

4.1 Soul Safe obligations

Soul Safe must, subject to the Customer’s compliance with these terms:

(a) provide or procure the provision of the IPC Training Services (including the IPC Training to the Delegate and the MCIPC Training to the Customer’s employees) and Compliance Services in a conscientious, expeditious and professional manner consistent with best practice for prevention and control of infection in a business similar to the business operated by the Customer;

(b) notify the Customer from time to time as to any changes to the Rules;

(c) engage contractors (including iCollege in respect of the IPC component of the IPC Training being provided to the Delegate) to provide in a competent, professional and lawful manner any IPC Training Services or Compliance Services not being provided directly by Soul Safe; and

make reasonable endeavours to ensure that all Subscription Benefits are reasonably available to the Customer during the Term.

4.2 Customer obligations

The Customer must:

(a) comply with the Rules and all policies and procedures (as published by Soul Safe on its website from time to time). 

4.3 Exclusion of warranties

The Customer acknowledges that the IPC component of the IPC Training for the Delegate is provided and assessed by iCollege and that Soul Safe does not provide any warranty or make any representation regarding the training or assessment services provided by iCollege to the Delegate.

All conditions and warranties on the part of Soul Safe implied by law in relation to the Subscription Benefits are excluded to the maximum extent permitted by law and the conditions contained in this Agreement shall constitute the whole of the rights and obligations of the parties. To the extent permitted by law, Soul Safe’s Liability for the breach of any warranty, representation, or statutory guarantee under the Australian Consumer Laws shall be limited to re-providing the Subscription Services concerned, or providing equivalent training and all Liability (including Liability for consequential Loss) is excluded.

4.4 Subscription Fees

The Customer agrees to pay the Subscription Fees to Soul Safe in advance at the commencement of the Term or on a monthly basis if approved by Soul Safe.

4.5 Payment

The Customer acknowledges that:

(a) initial Subscription Fees will be set based upon the employee numbers provided by the Customer to Soul Safe;

(b) subject to clause 4.6(c) below, Subscription Fees must be paid at the commencement of each year of the Term and upon renewal of any Term will be automatically deducted from the Customer’s credit card or direct debited from the Customer’s nominated bank or other account as the case may be;

(c) if Soul Safe has agreed to allow the Customer to pay monthly instead of annually, the Subscription Fees will during the Term be automatically deducted on a monthly basis from the Customer’s credit card or direct debited from the Customer’s nominated bank or other account as the case may be;

(d) Soul Safe shall be entitled to change the Subscription Fee sums deducted or debited (as the case may be) to reflect the actual employee numbers utilising the Subscription Benefits where Soul Safe reasonably determines that the employee numbers provided by the Customer were or become inaccurate; and

(e) discounts may be provided from time to time by Soul Safe where agreed with the Customer.

5 Licence

5.1 Licence of Mark

Subject to and in consideration for the Customer complying with its obligations under this Agreement, Soul Safe grants to the Customer a licence for the Term to use the Mark on its Business Premises and marketing materials in accordance with the Rules.

5.2 Compliance

The Customer must ensure that it only uses the Mark in accordance with the Rules and the terms of this Agreement.

5.3 Suspension of Licence

Soul Safe may immediately suspend this licence and all rights to use the Mark if the Customer:

(a) uses the Mark other than in accordance with the Rules; or

(b) breaches any of the terms of this Agreement.

6. Term

6.1 Initial term

Subject to clause 2 this Agreement commences on the Commencement Date and continues for the Term unless terminated earlier in accordance with the terms of this Agreement.

6.2 Month to Month term

If a month to month subscription is purchased by the customer, the subscription will continue until cancelled by the authorised customer or terminated under clause 7 of this Agreement.

6.3 Extension of annual subscription 

During the last month of the then current Term, Soul Safe will notify the Customer by email that the Term will automatically renew for a further year unless the Customer clicks “unsubscribe” or otherwise follows the directions in that email (Unsubscribe Directions) as to how to prevent an automatic renewal.  At the end of each then current Term, the Term shall automatically be extended for a further Term of one year unless the Customer has followed the Unsubscribe Directions before the end of the then current Term.

7 Termination

7.1 Termination by notice

In the absence of a breach of this Agreement, Soul Safe may terminate this Agreement in its absolute discretion with a minimum of 10 Business Days written notice to the other party.

7.2 Unsubscribe by customer

The Authorised Customer may unsubscribe from their business’ Month to Month Soul Safe subscription at any time, and will continue to have access to the training until the end of the billing period. To the extent permitted by the applicable law, payments are non-refundable and Soul Safe does not provide refunds or credits for any partial subscription periods or unused training. To unsubscribe, the Authorised Customer must email customercare@soulsafecertified.com requesting the termination. 

Annual subscriptions cannot be terminated during the subscription period. To unsubscribe from Soul Safe at the end of an annual subscription, the Authorised Customer must email customercare@soulsafecertified.com requesting the termination prior to the end of that subscription period.

7.3 Termination on insolvency

This Agreement will automatically terminate if a party suffers an Insolvency Event.

7.4 Termination for material breach

Either party may terminate this Agreement upon written notice, if:

(a) the other party is in material breach of any of its obligations under this Agreement; and

(b) the breach is capable of remedy and the party fails to remedy the breach within 10 Business Days after receipt of a written notice by the other party requiring rectification of the breach.

 7.5 Effect of termination

If this Agreement is terminated in accordance with clause 7:

(a) this Agreement will be deemed to be at an end and of no force or effect with none of the parties being subject to any obligations contained in this Agreement;

(b) the Customer must cease using the Mark and must remove the Mark from all premises and materials; and

(c) any such termination will not prejudice any right or remedy a party may have in respect of breach of this Agreement occurring before termination.

 8 Indemnity

8.1 General indemnity

Customer indemnifies Soul Safe (and must keep Soul Safe indemnified) against any Liability, Loss, reasonable cost or expense including legal costs on a full indemnity basis which Customer or any of its authorised officers, employees or representatives incur as a result of or in connection with:

(a) a material breach of this Agreement;

(b) any Claim made on the Customer by a third party;

(c) provision of the Subscription Benefits to the Customer; or

(d) any sum not being paid when due under this Agreement,

except to the extent that such Liability, Loss, reasonable cost or expense is caused or contributed to by Soul Safe.

8.2 Survival of Indemnities

Each indemnity in this Agreement is a continuing, separate and independent obligation and survives the termination of this Agreement.

9 Confidentiality

9.1 Dictionary

The following definitions apply in this clause 9:

Confidential Information means any written or oral information of a technical, business or financial nature or which is taken by any provision of this Agreement to be confidential information, or which the Discloser makes the Recipient aware is considered by the Discloser to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Act 1988 (Cth), but does not include information which the Recipient can establish:

(a) was in the public domain when it was given to the Recipient;

(b) becomes, after being given to the Recipient, part of the public domain, except through disclosure contrary to this Agreement or any other obligation of confidence;

(c) was in the Recipient's possession when it was given to the Recipient and had not been acquired in some other way (directly or indirectly) from the Discloser; or

(d) was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

Discloser means the party giving information.

Recipient means the party to whom information is given.

9.2 Confidentiality obligations

Each party must:

(a) keep the Confidential Information confidential and not disclose it or allow it to be disclosed to a third party except:

(i) with the prior written approval of the Discloser; or

(ii) to officers, employees and consultants or advisers of the party (or its Related Bodies Corporate) who have a need to know (and only to the extent that each has a need to know) for the purposes of this Agreement provided that such persons undertake to comply with the confidentiality obligations contained in this Agreement; and

(b) take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential Information.

9.3 Announcements

No announcement, press release or other communication of any kind relating to the negotiations of the parties or the subject matter or terms of this Agreement must be made or authorised by or on behalf of the Customer without the prior written approval of Soul Safe unless that announcement, press release or communication is required to be made by law or any order of any court, tribunal, authority, the rules of a recognised stock exchange or regulatory body.

9.4 Exceptions

The obligations of confidentiality under this Agreement do not extend to information (whether before or after this Agreement is executed):

(a) disclosed to a party, but at the time of disclosure is rightfully known to or in the possession or control of the party and not subject to an obligation of confidentiality on the party;

(b) that is public knowledge (except because of a breach of this Agreement or any other obligation of confidence); or

(c) required to be disclosed by law or any order of any court, tribunal, authority or regulatory body or in connection with the enforcement of this Agreement or by the rules of a recognised stock exchange

9.5 Survival

This clause 9 continues despite the termination of this agreement.

10 Capacity

10.1 Capacity and status warranties

Each party represents to each of the other parties that each of the following statements is true and accurate as at the date of this Agreement:

(a) if it is a corporate entity, it is validly existing under the laws of its place of incorporation;

(b) it has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;

(c) it has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement; and

(d) its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms.

10.2 Legal advice

Each party warrants it has read and understood this Agreement and obtained independent legal advice about its terms.

11. Notices

11.1 Details for notices

The Customer’s address and contact details are those as entered by you into this site or as you otherwise notify us from time to time, and our details are those provide at this site.

11.2 Service of notices

Any demand, notice, consent, approval or other communication (Notice) under this Agreement may be given by a party or the solicitor for that party provided that it is:

(a) in writing, in English and signed by a person duly authorised by the sender;

(b) addressed to the person to whom it is to be given; and

(c) given as follows:

(i) delivered by hand to that person’s address;

(ii) sent by prepaid mail (and by prepaid airmail if the person is overseas) to that person’s address; or

(iii) sent by email to that persons’ email address.

11.3 Effective on receipt

(a) Subject to clause 3(b) a notice, consent or communication delivered under clause 11.1 is given and received:

(i) if it is hand delivered, on delivery;

(ii) if it is sent by prepaid post:

(A) within Australia – three (3) Business Days after posting; or

(B) to or from a place outside Australia – twenty-one (21) Business Days after posting; or

(iii) if it is sent by email, at the time shown in the delivery confirmation report generated by the sender’s email system.

(b) If the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day in the place of receipt, the Notice is taken to be received at 9.00am on the next Business Day in that place.

12. GST

12.1 Definitions

In this clause 12, any expression used that is defined in the GST Law has that defined meaning.

12.2 GST exclusive

Unless stated otherwise, any consideration (Consideration) to be paid or provided for a supply (Supply) made by one party (Supplier) to another party (Recipient) under or in connection with this Agreement does not include an amount of GST.  If the Consideration does not include an amount of GST, GST Exclusive Consideration means the Consideration.  However, if the Consideration includes an amount of GST, then GST Exclusive Consideration means the Consideration less the GST payable by the Supplier in respect of the Supply.

12.3 Taxable Supply

If the Supply is a taxable supply, then the amount due to the Supplier for the Supply will be the sum of:

(a) the GST Exclusive Consideration; and

(b) the amount of GST payable by the Supplier in respect of the Supply including any penalties for interest payable by the Supplier,(the GST Amount).

12.4 Tax Invoice

The Recipient’s obligation to pay the GST Amount is subject to the Supplier first providing to the Recipient a tax invoice conforming with the requirements of GST Law.

12.5 Reimbursement or indemnity payments

(a) If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an input tax credit may be claimed by the party being reimbursed or indemnified, or by its representative member, joint venture operator or other similar person entitled to the input tax credit (if any).

(b) A party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise.

13 General

13.1 Amendments

This Agreement may only be amended by written agreement between all parties.

13.2 Assignment

Customer may only assign this Agreement or a right under this Agreement with the written consent of Soul Safe. Soul Safe may assign this Agreement or a right under this Agreement in its discretion by notice to the Customer.

13.3 No merger

The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

13.4 Entire agreement

(a) This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

(b) To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, has no effect except to the extent expressly set out or incorporated by reference in this Agreement.

13.5 Approvals and consents

Except where this Agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally, or withhold, any approval or consent under this Agreement.

13.6 Further assurances

Each party must do all things reasonably necessary to give effect to this Agreement and the transactions contemplated by it.

13.7 No waiver

(a) The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently.

(b) A single or partial exercise of, or waiver of, the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

(c) A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

13.8 Governing law and jurisdiction

(a) The law of the State governs this Agreement, which will not be subject to or governed by The United Nations Convention on Contracts for the International Sale of Goods or any other similar or replacement Convention.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State and courts competent to hear appeals from those courts.

13.9 Severability

A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force unless this would materially change the intended effect of this Agreement.

13.10 Relationship

Except where this Agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.