HSEQ Subscription Terms & Conditions
- The National Electrical Contractors Association, trading as National Electrical and Communications Association Victoria Chapter ABN 38 881 083819 (NECA) is the peak body that represents the best interests of electrical contractors and communications contractors in the electrotechnology industry (the industry) in Victoria.
- NECA is the owner of the Victorian version of NECA HSEQ Management System (HSEQ System) which has been specifically designed to serve the industry, with the aim of improving the health, safety and environmental quality for contractors in the industry.
- The Subscriber is a contractor in the industry and a member of NECA (the Subscriber).
- NECA has agreed to provide the HSEQ System to the Subscriber, on the terms and conditions of this Agreement.
Definitions and Interpretations
In this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:
- Agreement means these Terms and Conditions which the member accepts and any document that varies or supplements it.
- Agent means the company with which NECA has made a formal agreement for the collection of payments for its products and services.
- Authorised Use means the use of the HSEQ System by those authorised for internal training, management and safety compliance purposes only.
- Commencement Date means the date when a company profile is activated on the NECA Online HSEQ System.
Confidential Information means any information:
- relating to the business of NECA in the provision of the HSEQ System;
- belonging to NECA which is designated as being confidential; or
- belonging to NECA 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, 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.
Authorised users are HSEQ members of NECA as authorised by NECA.
Customisation means the introduction of additional HSEQ functionality.
Deliverables means all things, materials, documents, information and items in connection with this Agreement.
Documentation means the help files, sales presentations, marketing materials and user guides associated with the software.
Fees means the service and licence fees set out in the Member Portal.
Force Majeure Event means an unforeseeable event or circumstance beyond the reasonable control of a party, including but not limited to acts of war, terrorism, natural disasters, embargo, riot, pandemic, sabotage or dispute, governmental act, utility failure, telecommunication breakdown or interruptions and power failures.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other similar tax.
HSEQ System means NECA Victoria’s health and safety system the Subscriber chooses to subscribe which includes the HSEQ Safety Management System and associated safety documentation in downloadable hard copy and digital format.
Initial Fee means an up-front, fee to set-up the HSEQ System.
Intellectual Property means copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, 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.
Personal information means the information or an opinion (including information forming part of a database) and whether recorded in material form or not, about an individual whose identity is apparent, or can be reasonably obtained from the information.
Platform means the software that runs the third-party service provider’s system and includes website interface and, where applicable, App and includes any further websites, platforms or Apps developed after the date of this Agreement.
Services means the services we agree to provide to you as identified in the Member Portal and set out in this Agreement.
Subscription means access to the HSEQ System as identified in the Member Portal.
Subscribership Fee means the annual fee for access to the HSEQ System, as identified in the Member Portal.
Unauthorised Use shall mean any and all of the following activities:
- any use of the HSEQ System by anyone other than an authorised user;
- any commercial use of the whole HSEQ System or in part, by a Subscriber and/or any unauthorised user.
Use includes, install, run, copy distribute, support maintain and anything reasonably incidental to such activities.
The words “subscriber” and “you” are interchangeable and have the same meaning for the purposes of this Agreement.
The words “NECA” and “us” are interchangeable and have the same meaning for the purposes of this Agreement.
Period of Subscription
The subscription year is for a period of 12 months commencing on the date of joining (the billing period). You agree to an automatic rollover of your subscription from year to year unless you choose to opt out by notifying us in writing no later than 10:00am (AEST) on the final day of your current subscription period.
Fees & Payments
- You must pay us the Initial Fee to set up the HSEQ system, which includes an initial consultation from NECA and is identified in the Member Portal.
- You must also pay us the Subscription Fee identified in the Member Portal. You have the option of paying the annual Subscription Fee and the Initial Fee upfront, or you may elect to pay by instalments for the 12-month billing period.
- When paying by direct debit, you provide consent so that we or our agent, can debit the amount that you owe for the billing period, directly from a bank account or credit card (a surcharge may apply) nominated by you.
- We will set up the direct debit from your nominated bank account once you have set up a direct debit arrangement with us, or our agent and you agree to the terms and conditions of the direct debit authority.
- The due date for direct debit payments is stated on the invoice (due date).
- On the due date, we or our agent, will debit your nominated account for the amount due.
- If the due date falls on a day, which is not a business day in Victoria, the debt will occur on the next business day.
- Where a direct debit instalment arrangement has been selected, the annual fee will be taken to have been incurred on the date of renewal, but you will be permitted to make payment of the annual Subscription Fee by instalments over the subsequent 12 month period.
- Any pricing changes made by NECA from time to time, will automatically apply on renewal of the annual membership subscription.
- Upon payment of the Subscription Fee, your subscription commences immediately.
- You acknowledge and agree that if a subscription is cancelled or rescheduled for any reason, you shall not be relieved of any of your obligations under this Agreement.
- You acknowledge and agree that if your subscription is cancelled or terminated, any future subscriptions to the HSEQ System will be treated as a new subscription and will therefore incur an additional Initial Fee, as identified in the Member Portal at that time.
- If an account remains outstanding at any time after the due date, or if the direct debit fails or is dishonoured by your financial institution, you have 7 days from the due date to remedy the non-payment.
- Failure to remedy the non-payment pursuant to clause (m), will result in suspension or cancellation pf your subscription at our discretion and without further notice.
- You will be in default, if the direct debit payment fails or is dishonoured by your banking institution.
- If you are in default, you will be liable to us for the following;
- Immediate payment of the unpaid amount of the full subscription, which shall be automatically debited from your nominated account;
- All dishonour fees associated with the failed or dishonoured direct debit;
- All legal costs on an indemnity basis; and
- Administrative costs incurred by us in attempting to enforce payment.
We reserve the right to vary these terms and conditions at any time, including changes to pricing.
- The subscription shall be used by you for authorised use only and only for the purposes as set out in this Agreement.
- You agree that you and authorised users are bound by and comply with the End User Licence Agreement including updates (EULA) associated with the software and the terms and conditions of the platform for web-based access (including updates).
- You agree to notify us or our agent when the details of bank accounts being direct debited are varied. Any variations to account details will require you to update your banking or credit card details directly in the Member Portal. You acknowledge and agree that any amendments and variations required to be made in your Member Portal relating to your business details, including but not limited to your banking details, is your sole responsibility and we will not be liable for any costs, losses and/or damages incurred by you for failing to update these details.
- You undertake to:
- Ensure that all mandatory information in the Member Portal always remains up to date. You must notify us when there is a change of business ownership or name, to ensure continuity of the subscription service, the new/current owners, partners or directors are required to update details in the Member Portal.
- Ensure that every employee that is to access the system has their own unique log in and access password.
- To keep all username and passwords secure and confidential and not to share the access details with anyone other than the person entitled to use them;
- To ensure appropriate procedures and policies are implemented to accurately identify employees using the software, so that forms are not invalidated or allocated to the wrong employee;
- To educate employees on the correct use of the software and monitor for appropriate usage;
- To ensure that a user’s username and password is de-activated within 7 days of their employment/engagement being terminated;
- To immediately notify us of any unauthorised use of passwords or other breach of security;
- To install updates of the software if we provide updates;
- Not to rent, lease, sell, transfer, redistribute, make available or sub-licence access to the platform or software to any third party;
- To only use the software for lawful purposes, in accordance with this Agreement and any directions given by us from time to time;
- Not to use the platform to send spam or other unsolicited messages;
- Not to access or attempt to access the administrative interface by any means other than the interface/s provided, unless we have entered into a separate agreement with you;
- Not to introduce viruses, malware or other damaging things or code into the software;
- Not to use the software in a manner that could damage, disable, overburden or impair the software or interfere with any party’s use and enjoyment of the software;
- Not to copy (except as expressly permitted by this licence) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works from materials, any updates, or any parts of the software, or the servers or networks.
- If you breach your responsibilities or other parts of this Agreement, we may terminate your access and you may be subject to payment of damages.
- We grant the authorised user a non - exclusive, non-transferable licence to use the software, documentation and platform in exchange for the subscription fee.
- We will use our best endeavours to provide the Subscriber with instructions on the use of the HSEQ System.
- Services will be provided in accordance with this Agreement. If there is likely to be an adjustment to service delivery due to a force majeure event, or any other reason, we will notify you as soon as reasonably practicable.
- Any additional work outside the scope of the services will be charged based on a fee for service quotation.
- To cancel your direct debit instalment arrangements with us, you must arrange a suitable alternative payment method and pay the balance of any outstanding instalment fees, before we can cancel your direct debit instalment arrangements.
- To cancel your annual subscription, you are required to notify us in writing. If you are paying by direct debit instalments and cancel before the end of the 12-month subscription period, you must pay us all of the remaining instalments at the time of cancellation.
- To the extent permitted by law, payments are non-refundable.
- To the extent permitted by law, we do not provide refunds or credits for any partial subscription period.
Direct Debit Service Provider
- At our sole discretion we reserve the right to change our agent which administers our direct debit systems, without providing you notice and without obtaining your consent.
- You agree to sign all relevant documents to give effect to these provisions.
- You further agree to the terms and conditions of our agent, which can be provided upon request.
- We grant you a non-exclusive, non-transferable, royalty free licence for the billing period to use the Intellectual Property strictly for the purposes of performance of this Agreement.
- All intellectual property contained in the NECA Victoria HSEQ System is our property.
- All intellectual property in the software, documentation and platform remains the property of our authorised service provider.
- You must not use, communicate, copy, display, distribute, modify, translate, reformat, reproduce, incorporate into other works, promote, create derivative works, or in any way exploit or allow others to exploit any intellectual property, in whole or in part, except as expressly authorised by us.
- You grant us and our nominated service provider a non-transferable licence to use, copy, transmit and store your information and data for the purposes of enabling you access to and use of the platform.
- While all care is taken to store your data, we will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss or failure of any stored data.
- All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.
- If this Agreement is terminated or expired, your stored data will be permanently deleted from the platform within 30 days of termination. We may grant you access to your stored data within 30 days of termination or expiration, where you request such access in writing, for you to migrate your data back to you or an alternative service provider. For clarity we are not obliged to provide you with any assistance in migrating or transferring such data.
- Any data stored or processed through the platform is stored or processed in Australia.
- Continuous access to the platform is dependent on our nominated service provider. As a result, the platform may be inaccessible from time to time. You will be promptly notified in this event.
- Neither party may disclose any Confidential Information of the other party without obtaining the prior written consent of the other party.
- A party may disclose any Confidential Information:
- to its employees, officers and agents on a need to know basis provided that they comply with the obligations of this Agreement;
- if required to do so, to the extent that the disclosure is required by law; and
- to any legal advisers.
- We warrant that NECA Victoria has the full power, capacity and authority to enter into and perform its obligations under this Agreement.
- You warrant to us that you have the full power, capacity and authority to enter into and perform the obligations under this Agreement.
You agree to indemnify and keep us indemnified against any liability, actions, claims, demands, damages, costs and expenses incurred or suffered by us in connection with or arising in any way out of the Agreement, including but not limited to any breach by you of the terms of this Agreement.
- Your sole and exclusive remedy for our breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded is, to the extent legally permitted by law, limited to, either providing those services again or paying the cost of providing those services again in respect of which the breach occurred.
- To the maximum extent permitted by law, we exclude and will not be liable, whether directly or indirectly, for any products or services supplied by us or associated service providers who have provided such products and services to you.
- To the maximum extent permitted by law, we are not liable to you for indirect, incidental, special, consequential or punitive loss or damages howsoever arising.
- We may terminate this Agreement immediately without prior notice if you:
- Are in default pursuant to clauses above
- Go into liquidation, receivership, administration, bankruptcy, enter an arrangement or;
- Compromise with creditors or have any form of insolvency administrator appointed.
- Without prejudice to any other rights it may have, either party may terminate this Agreement by notice in writing to the other party, if 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.
Any provision in this Agreement that is void, illegal or unenforceable will be ineffective to the extent of such voidness, legality or unenforceability and the other provisions of this Agreement will continue to take effect
- In accordance with the Privacy Act 1988 (Cth) we will provide and export personal information about you to third parties and NECA members, including associated and related entities, service providers and sponsors for the purposes of:
- providing access to and use of the products and services to you;
- providing you with customer support, billing and other similar activities related to the products and services provided by us, or its associated and related entities, service providers and sponsors;
- Keeping your employees informed about products, services, offers and upcoming events provided by us or its associated and related entities, service providers and sponsors; and
- To improve our product and service offerings.
- We may also provide personal information to third parties for the purpose of providing you with direct marketing offers which we may think may be of interest to you.
- If you do not wish to receive information about other products and services, offers and events please notify the Member Experience team at [email protected]
These terms and conditions shall be governed by the laws of Victoria and are subject to the exclusive jurisdiction of the Courts of Victoria and the parties’ consent to such jurisdiction.