SAS Provider Terms and Conditions

SAS Provider Agreement

SAS Provider Terms and Conditions

1 Definitions

1.1 In these Terms:

Applicable Laws means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the jurisdiction where the Provider is located in addition to the law which is applicable to this Agreement and includes the common law and equity as applicable from time to time.

Child User means a child with whom the Provider is interacting for the purpose of implementing the Program for the benefit of that child. A Child User is under 18 years of age and typically between 8 and 12 years of age

Confidential Information means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public.

Force Majeure Event means an event caused by or resulting from acts beyond the reasonable control of SST, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts, export bans, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, breakdown of plant or machinery; nuclear, chemical, or biological contamination; global or nationwide pandemic, fire, flood, natural disaster, extreme adverse weather, or other acts of God.

GST means any tax including any additional tax imposed on the supply of or payment for goods or services which is imposed or assessed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or similar tax imposed under Applicable Laws.

Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) including Confidential Information, algorithms, applications, artwork, business names, code, concepts, copyright, designs, digital files, digital models, discoveries, drawings, financial information, ideas, inventions, instructions, know-how, logos, marketing information, methods, moral rights, patent applications, patents, patterns, plates, processes, products, proposals, service marks, domain names, software, systems, specifications, tag lines, templates, training, trade secrets, and trademarks.

Personal Information has the meaning given by the Privacy Act 1988 (Cth).

Personnel means the employees, agents and professional advisers of a party.

Platform means the online software platform which enables access to the Program (comprised of a range of Resources) provided by SST for use by Providers.

Product Key means a unique access code granted to a Provider (or to a third party with the authority of the Provider) which governs the Provider’s ability to use Resources and contribute and read data and interact with other users with respect to the Program.

Program means the social and emotional skills program entitled SAS Small Group Program Digital Edition, comprised of a range of Resources designed and intended for use by Providers for the purpose of aiding social-emotional skills development of a Child User. The Program is accessible via the Platform.

Provider Data means data or information provided to SST by the Provider under or in connection with Provider's use of the Platform. This may include (but is not limited to) data about a Child User which is compiled by a User in the course of their use of the Program.

Provider Fees means the price payable by the Provider to SST for access to the Platform and, if applicable, for a Product Key.

Provider means the legal entity (including a person or a body corporate) who subscribes for access to the Platform and the Program.

Purpose means (and is limited to) aiding social-emotional skills development of a Child User.

Resources means the different professional training and child therapy program materials and processes provided as component parts of the Program and includes electronic or hard copy documentation, guides, games, role-plays, and interactive media. Resources are described in more detail here and here.

SST means Social Science Translated Pty Ltd (formerly Social Skills Training Pty Ltd) (ABN 94 600 644 326) and, where the context requires, its contractors, agents and employees.

Subscription Term means the period of time for which you agree to commit to pay for and receive access to the Platform and includes both the Initial Term and the Renewal Term, as the context requires.

Terms and Conditions means these Terms and Conditions as amended by SST from time to time.

User means a person or entity who is authorised by the Provider to use or access the Platform and who is trained or otherwise suitably qualified in aiding social-emotional skills development of a Child User.

2 Introduction

2.1 These Terms and Conditions govern use of the Platform and the Program by a Provider (Provider, you, your). The Platform and the Program are provided by Social Science Translated Pty Ltd (ABN 94 600 644 326) (SST, we, us, our). Providers may be allied health professionals and educational institutions (individually, or represented by a corporate entity), and others who wish to enable Users (who may be their employees, contractors, or clients) to implement the Program for the Purpose.

2.2 The Platform is available at https://secretagentsociety.net (or other websites managed by SST from time to time). The Platform enables a Provider to register and subscribe to access and utilise the Program and enable the use of the Resources by Users.

2.3 Each User, depending on their role in the Program, receives access to certain specific Resources within the Program. SST recognises that different Users may have different roles in providing therapeutic services to a child, and therefore access to different Resources in the Program are differentiated accordingly.

2.4 The Program is not a therapy in itself. Rather, the Resources in the Program are made available for use by Users as an adjunct to the delivery of therapeutic services to a Child User.

2.5 These Terms and Conditions form a binding agreement (this Agreement) between SST and the Provider as to the use of the Platform and the Program.

3 Updates to these Terms and Conditions and Policies

3.1 We may change these Terms and Conditions at any time. If we make changes, we will take reasonable steps to notify you know about the changes and the changes will be effective from the date of notification.

3.2 If you access the Platform following any amendment to these Terms and Conditions you will be taken to have agreed to comply with the Terms and Conditions as changed. If you do not agree with changes to the Terms and Conditions, you can choose to close your account with us.

3.3 The Agreement is not intended to address every issue raised by the use of the Platform or the Program. SST reserves the right to:

(a) introduce, by posting on the Platform, policies to address issues that do arise with the use of the Platform; and

(b) change previously posted policies at any time, effective upon the posting of the modified policies on our website.

3.4 It is the Provider's obligation to ensure that it complies with policies and monitors the Platform for advice about any change to a policy. Your failure to comply with our policies and procedures may result in suspension and/or termination of your right to use the Platform.

3.5 SST may offer new features, functionality or Resources through the Platform and the Program during the Subscription Term. Such new features and functionality or Resources, if offered, are subject to these Terms and Conditions (as updated from time to time).

4 Registration on the Platform

4.1 To access and use the Platform as a Provider, you need to register and open an account with SST and confirm that you agree to comply with these Terms and Conditions. Even if you use our Platform prior to registration as a Provider that use is subject to all of these Term and Conditions.

4.2 After your account has become activated:

(a) you will then have use and enjoyment of the Platform subject to payment of Provider Fees calculated in accordance with our fee structure, available here; and

(b) you may be given one or more Product Keys according to the level of access to the Program to which they are entitled and/or the fee structure for which you have registered.

4.3 When you register an account in order to use the Platform, you must provide us with certain information about yourself. You must keep your account information true accurate, current and complete. We will handle and store this information in accordance with our Privacy Policy.

4.4 You warrant that all information required to be provided to us when you register as a Provider and during the time you remain registered as a Provider or using the Platform is true accurate, current and complete.

4.5 If you are accessing the Platform to purchase or use the Program on behalf of a third party, you warrant:

(a) that you are authorised to do so by that third party; and

(b) you commit that third party to be bound by these Terms and Conditions.

5 Acknowledgements

5.1 The Provider acknowledges that:

(a) the Platform has not been developed to meet the individual requirements of the Provider;

(b) you have had the opportunity to evaluate and satisfy yourself about the features and operation of the Platform and the Program;

(d) there is no guarantee or representation that the Platform and any Resources do not contain:

(i) viruses, worms or other software agents; or

(ii) files or programs that are designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and

(e) the Program and access to the Platform may be suspended at any time (without notice or reasons being provided) to prevent an actual or suspected privacy or data breach, for maintenance, to fix defects or to make updates or improvements to the Platform, to protect any Intellectual Property rights subsisting with respect to the Program, or in the case of a Force Majeure Event.

5.2 SST may enhance and/or alter the features of the Platform in its absolute and unfettered discretion at any time for the purpose of making improvements to the Platform and the Program.

6 Provider's Responsibilities

6.1 The responsibilities in this clause apply when you are using the Platform and the Program, unless otherwise stated.

6.2 You are solely responsible for deciding whether to grant authorisation to a User to have access to the Platform and the Program. If you grant authorisation to a User, they use and access the Platform and the Program as your authorised agent and you are responsible:

(a) for the acts or omissions of that User during their use of the Platform and the Program;

(b) to ensure that the User complies with these Terms and Conditions.

6.3 SST may require additional information (including but not limited to an email address and telephone number) to verify the identity of the Provider, to facilitate your use and access to the Platform and your account and to approve payment of Provider Fees, if applicable.

6.4 You are responsible for the security of your account and you must not provide your account login details or credentials to any other person or entity.

6.5 You acknowledge and agree that you will be responsible for any activities engaged in using your account, whether or not it is authorised by you.

6.6 You must:

(a) advise each User that they must register and agree to the terms of the End User Licence Agreement (SST Resources) before they access the Platform or use the Resources;

(b) use reasonable efforts to ensure that every User enters into the End User Licence Agreement (SST Resources) between that User and SST;

(d) bear all costs and expenses related to your use of the Platform.

6.7 You must not, in relation to your use of the Platform:

(a) interrupt or attempt to negatively impact or alter the operation of the Platform in any way;

(b) engage in any practice which may adversely affect the credibility or reputation of the Platform, the Program and/or SST;

(c) use the Platform in a way that violates Applicable Laws, that violates the Intellectual Property rights or other rights of SST or of any third party (including another Provider), or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;

(d) reverse engineer, decompile or disassemble the Platform or use the Platform or Resources to develop a solution that is the same or substantially similar to the Platform or the Program;

(e) license, sell, rent, lease, transfer, assign or otherwise commercially exploit, or otherwise make the Platform or the Program available to any unauthorised third party;

(f) except as permitted under this Agreement and the inherent functionality of the Platform, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell the Program, and Resources including, without limitation, information, content, software, or other materials made available through the Platform; or

(g) engage in any misleading or deceptive conduct or any other conduct that would contravene Applicable Laws.

7 Platform Availability

7.1 We will take commercially reasonable measures to ensure the availability of the Platform however you acknowledge and accept that the Platform relies on third parties (over which SST has no control) for many aspects of its operation and availability.

7.2 You agree that we will not be liable for any losses suffered by you during any period during which the Platform is not operational.

8 Platform Subscription and Product Keys

8.1 Provider Fees which are payable for a subscription and for Product Keys are described at our pricing page.

8.2 After registering on the Platform and committing to pay the applicable Provider Fees:

(a) SST will enable the Provider’s access to the Platform and the Program;

(b) every User who uses and interacts with the Program must be affiliated with and authorised to do so by you; and

8.3 One Product Key must be used in respect of every Child User.

8.4 Access to the Platform and the Program is provided exclusively for the use and benefit of the Provider and their authorised Users.

8.5 No third party is entitled to use or rely on the Platform, the Program or any Resources for any purpose and/or in conjunction with any Product Key unless it has received SST’s written consent.

9 Provider Fees and Payment

9.1 SST offers access to the Platform (including the Program and Resources) in return for payment of Provider Fees by the Provider. Provider Fees may be a combination of subscription fees and Product Key fees and different pricing is offered for different levels of access to the Program. Provider Fees are calculated in accordance with our pricing structure which is explained here. SST reserves the right to change the Provider Fees at any time for any reason.

9.2 The Provider may be required to provide certain data in order for us to calculate the Provider Fees payable for the Program. The Provider is responsible to assess whether to accept the fee quotation or to decline, prior to receiving access to the Platform. All Provider Fees payable to SST are non-cancellable and no refunds, whether full or partial, will be issued for any transaction, (subject to Provider’s rights under any non-excludable terms according to Applicable Law).

9.3 The Provider is responsible for all taxes payable on or associated with their purchase, including GST.

9.4 The Provider must pay the Provider Fees using the online payment portals or other payment method instructed or approved by SST. Payment of the Provider Fees must be received by SST before SST is obliged to provide access to the Platform or a Product Key to the Provider, unless otherwise agreed by SST in writing.

10 Subscription Term and Renewal

10.1 SST offers various different subscription plans for accessing the Platform. The various subscription plans are explained here.

10.2 Your initial Subscription Term (Initial Term) will be specified when you register for an account and purchase your subscription. The Subscription Term will automatically renew (the Renewal Term) and you will be invoiced for that Renewal Term unless you validly cancel the subscription in accordance with the process in clause 10.4.

10.3 If the pricing for any Renewal Term is not otherwise specified, then SST's standard pricing as at the date of renewal will apply.

10.4 If you do not wish to renew your subscription then you must notify us in writing or cancel your account (using the functionality provided for that purpose on the Platform) within the period which is at least thirty (30) days before the end of your Initial Term or the Renewal Term (as applicable).

10.5 If you validly notify us that you do not wish to renew your subscription then the Subscription Term will end on the expiration date of the Initial Term or the Renewal Term (as applicable). The subscription cannot be cancelled early. We do not provide a refund:

(a) if you decide to stop using the Platform and/or the Program during your Subscription Term; or

(b) if you fail to utilise a Product Key which you have purchased.

10.6 Subject to clause 19, this Agreement may not otherwise be terminated by the Provider prior to the end of the Subscription Term.

11 Provider Data

11.1 Provider warrants to SST that it owns or has all of the necessary legal rights to share Provider Data to the Platform where it will be used by SST in order to provide the Program to Users and to improve the functionality of the Program.

11.2 Provider hereby authorizes SST to use and process Provider Data:

(a) in conjunction with the functionality inherent to the Program,

(b) to improve the functionality of the Program; and

(c) to otherwise meet SST’s obligations under this Agreement, including, where applicable, contracting with a third party contractor.

11.3 Provider hereby warrants that, to the extent required by Applicable Laws and their obligations under this Agreement, Provider has provided all legally-required notices and obtained from Users and all third parties all rights and permissions which may be legally required in order for Provider to grant SST the right to use and process the Provider Data and provide the Program in the manner contemplated by this Agreement.

11.4 Except to the extent any data is Provider Data, SST retains exclusive ownership of all data derived or created in the course of operating the Platform or providing the Program.

12 Access to Provider Data or Program After Termination or Expiration

12.1 SST has no obligation to retain Provider Data on the Platform when a Provider is no longer a subscriber. After termination of the Subscription Term, SST may permanently delete any Provider Data from the Platform immediately and without further notice.

12.2 It is your responsibility to ensure that Provider Data, if stored on the Platform, is regularly duplicated and stored separately by you (outside the Platform) so that it is accessible to you after termination of the Subscription Term.

12.3 After this Agreement is terminated, you may not be able to gain access to the Platform, the Program, the Resources and any data stored on the Platform (including Provider Data), and the data may be deleted by us without notice to you.

12.4 We may or may not (in our absolute and unfettered discretion) provide you the opportunity to retrieve data (if available) after termination or expiration.

13 Confidentiality and Privacy

13.1 Each party must treat as confidential, the Confidential Information of the other party.

13.2 The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

(a) use that Confidential Information except in performing its obligations or exercising its rights under this Agreement or as otherwise specified in this Agreement; or

(b) disclose it to any person except its Personnel and then only:

(i) for the purpose of effecting this Agreement; and

(ii) if those Personnel are subject to a binding and enforceable obligation of confidentiality.

13.3 The exceptions are where:

(a) disclosure is required by Applicable Law;

(b) Confidential Information is in the public domain through no fault or action of the recipient or its Personnel; or

(c) Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it.

13.4 We will treat Personal Information which is submitted to or stored on the Platform in accordance with Applicable Laws, including the Privacy Act 1988 (Cth) and our Privacy Policy.

13.5 You agree to SST using Personal Information collected by SST in the course of you registering and using an account or using the Platform in accordance with the Privacy Collection Statement.

13.6 If you provide Personal Information on behalf of a third party, you warrant that you have:

(a) that person's consent, or if that person is under 18 years of age the signed written consent of their parent or legal guardian, to provide us with that information and for us to handle that information in accordance with the Privacy Collection Statement; and

(b) otherwise complied with any other requirements under Applicable Law in relation to your collection of that information and the provision of that information to SST.

13.7 Each party will:

(a) promptly notify the other party if it becomes aware of a breach or possible breach of any privacy law or regulation which affects Personal Information; and

(b) ensure that any of its Personnel who are required to deal with Personal Information are made aware of the obligations set out in this clause 13.

13.8 We will comply with the requirements of Applicable Laws in the event of a data breach.

14 Limitation of Liability

14.1 Terms, conditions, warranties and guarantees implied by Applicable Law, which cannot be excluded, restricted or modified apply to this Agreement to the extent required by that law.

14.2 Subject to clause 14.1:

(a) SST excludes to the extent permitted by Applicable Law all other terms, conditions, warranties, of merchantability or fitness for any particular purpose which might be implied into this Agreement; and

(b) SST supplies the Provider with access to the Platform and the Program on an “as is” basis.

14.3 SST agrees to use reasonable commercial endeavours to ensure the Platform and the Program operates in accordance with its documentation, however SST does not warrant the efficacy or availability of the Platform or the Program or the accuracy of any data (including Provider Data) and does not warrant that any particular outcomes will be achieved from the use of the Platform or the Program.

14.4 SST is not liable if the Provider Data stored on the Platform breaches any Applicable Laws or infringes in any way the rights of a third party.

14.5 SST is not liable for defects in the Program or Resources caused through inaccuracies, omissions, or technical failure associated with data supplied by SST, a third party or by a Provider or for defects in data, files or other information accessed or used via the Platform.

14.6 Provider acknowledges that in entering this Agreement, it has not relied on any promise, warranty, or representation not expressly set forth in this Agreement.

14.7 SST will not be liable to the Provider in respect of any Indirect Loss, consequential or special losses (including loss of profit, holding costs, loss of business opportunity and payment of liquidated sums or damages under any other agreement).

14.8 For the purposes of clause 14.7, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms and Conditions (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).

14.9 We are not responsible for any communication, interaction or relationship between you and any User, whether or not it occurs on the Platform or by another means.

14.10 Subject to clause 14.1:

(a) SST’s total and aggregate liability for loss suffered or sustained by you arising from your use of the Platform, or the Program:

(i) whether arising as a result of breach of contract, in tort (including negligence) or under statute; and

(ii) whether or not arising pursuant to an indemnity in these Terms and Conditions,

is limited, at our option, to the provision of the Program again or paying to provide the Program again; and

(b) in no circumstances will SST's liability to the Provider exceed the Provider Fees actually received by SST from the Provider for the Program which forms the basis of any such liability.

15 Indemnities

15.1 SST indemnifies the Provider against all costs, damages, expenses, losses and claims made against the Provider by a third party that the Program infringes the third party's Intellectual Property rights. This indemnity does not apply:

(a) if the Provider does not comply with clause 16.1;

(b) if a claim arises as a result of any use of the Program in combination with other programs not authorised in accordance with this Agreement;

(d) to the extent that the loss is caused by your negligence or wilful misconduct.

15.2 Provider indemnifies and will hold harmless SST, our employees, agents, and contractors (separately and together, those indemnified) from any loss, damage, costs and/or expenses incurred by those indemnified and arising from:

(a) negligent or unlawful conduct of the Provider, or their employees, agents or contractors;

(b) a breach of these Terms and Conditions by the Provider, and the use of the Platform or the Program for anything other than the Purpose;

(c) the handling of Personal Information associated with a Child User or a User by you or your Personnel which is in breach of any Applicable Laws;

(d) the death or illness of, or personal injury to, any individual arising from Provider’s use of the Program; or

(e) the loss or destruction of, or damage to, any tangible property arising from or in connection with the Provider's use of the Program.

15.3 The indemnity given in clause 15.2 does not apply to the extent that the loss is caused by our negligence or wilful misconduct.

16 Infringement

16.1 The indemnity given in clause 15.2 If the Provider becomes aware of a possible:

(b) infringement of the Intellectual Property rights in the Program by a third party; or

(b) claim by a third party that the Program infringes the third party's Intellectual Property rights,

it must promptly advise SST in writing and provide all relevant details.

16.2 The indemnity given in clause 15.2 SST retains the exclusive right to be solely responsible for:

(b) prosecuting any infringement claim against a third party in relation to the Program; and

(b) defending any claim by a third party that the Program infringes a third party's Intellectual Property rights.

17 Ethical Use of the Program

17.1 The Provider must make its own enquiries and be satisfied with:

(a) the nature and content of the Program and the Resources;

(b) SST’s limits of liability as set out above;

17.2 SST does not warrant the performance, or continued availability of the Program or that any particular results or outcomes will be achieved as a result of the Provider’s use of the Program.

17.3 With respect to Provider Data, the Provider (and not SST) is exclusively responsible for defects in that Provider Data and any decision made by the Provider in reliance on Provider Data.

17.4 Provider is solely responsible to implement its own error check and verification measures with respect to Provider Data, and the Resources. The Resources are not designed or intended for use in critical applications. Provider must ensure that any use of Resources is appropriate for a clinical or educational situation and if necessary is independently checked and verified by a qualified professional prior to use.

18 Intellectual Property Rights

18.1 No Intellectual Property rights are assigned or transferred to the Provider through the provision of the Platform or the Program to the Provider under this Agreement. SST retains all right, title and interest in and to their Intellectual Property rights in the Platform and Program.

18.2 Subject to full payment of all Provider Fees and compliance with these Terms and Conditions, SST grants to the Provider a limited licence to use the Platform and the Program solely for the Purpose during the Term. Provider is not permitted to use, reproduce, distribute or sublicense the Platform, and/or Program (in whole or in part), or any Resources or SST’s promotional materials, except in accordance with these Terms and Conditions.

18.3 The Provider grants to SST a licence of such Intellectual Property rights in Provider Data as are necessary to enable SST to:

(a) provide the Platform and Program in accordance with these Terms and Conditions; and

(b) improve the Platform and the Program by the application of machine learning to the Provider Data.

18.4 The Provider grants to SST a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Platform and the program any general suggestions, enhancement requests, recommendations or other feedback provided by the Provider.

19 Termination for Cause

19.1 Either party may terminate this Agreement for cause,

(a) upon fourteen days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or

(b) immediately, if the other party:

(i) commits a material breach which is not capable of being cured; or

(ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.

19.2 SST reserves the right to suspend your right to use and access the Platform if, at any time, you breach these Terms and Conditions, or if we suspect, on reasonable grounds, that you have committed or will commit a breach of this Agreement. We will not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such suspension.

19.3 SST may also terminate this Agreement on fourteen days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our clients.

19.4 If you validly terminate this Agreement for cause, we will refund any prepaid but unused Provider Fees covering use of the Platform after termination (that is, we will refund a portion of the pre-paid Provider Fees covering the remaining unused balance of the Subscription Term and any unused Product Keys which you have purchased). If we terminate this Agreement for cause, you will promptly pay all unpaid Provider Fees due through the end of the Subscription Term. Provider Fees are otherwise non-refundable.

20 General

20.1 We reserve the right to monitor your use of the Platform for the purpose of ensuring that the Platform is functioning as we intended, and that Providers are complying with these Terms and Conditions.

20.2 This Agreement does not create a relationship of employment, trust, agency or partnership between you and SST.

20.3 Any waiver by SST of any of these Terms and Conditions must be in writing signed by SST and will be effective only to the extent specifically set out in the waiver.

20.4 If any provision or part of a provision of these Terms and Conditions is found to be unenforceable, it is to be severed from these Terms and Conditions and will not affect the operation or enforceability of the remaining provisions.

20.5 Clauses 11,13, 14, 15, 19 and 20 will remain in effect and survive termination or expiry of this Agreement.

20.6 This document is governed by the federal and state laws of Australia, and the parties submit to the non-exclusive jurisdiction of the courts located in Brisbane, Queensland, Australia.

20.7 These Terms and Conditions, together with the End User Licence (which are applicable to a User), constitute the entire agreement between SST and the Provider in relation to the supply of the Platform and the Program by SST to the Provider.