Background
(A) THRIVE APPROACH PTY LTD (Thrive) and its parent company (Fronting the Challenge Projects Limited (Thrive UK) which operates in the UK) have developed and are continuing to develop a system to assist organisations and individuals to recognise and provide strategies and interventions that enable children and young people to develop their emotional maturity and resilience and to engage healthily in the learning process (Approach).
(B) Individual Members or Members that are organisations (You) wish to be trained in the use of the Approach. You acknowledge that there are different Licence Levels or Authorisations (as defined below) and that some courses are only available to Members who have completed the appropriate initial entry course. Individual Members are only granted the rights connected to a Licence Level or be entitled to give a particular course when they have completed the training process appropriate and agreed to the Trainer and Course Leader Terms.
Agreed terms
1. Definitions
1.1 The definitions and rules of interpretation in this clause apply in these terms (the Terms).
Start Date: the date you are registered as a member.
Agreement: your application for registration and these terms.
AUP: the acceptable user policy for Thrive-Online and the Website, the current version of which is set out below.
Authorisations: permission to give specific courses as a Trainer or Course Leader.
Business: the provision of training, mentoring and consultancy services linked to Thrive-Online, the online assessment and action planning tool relating principally to children and young people’s emotional health and wellbeing carried on by Thrive, Thrive UK and any other subsidiaries.
CPD: continuing professional development points awarded by Thrive or an authorised provider for attendance at authorised or qualifying training and networking events.
Delegate’s Pack: Thrive’s training pack and ancillary training documentation prepared for the Members attending a specific course.
Intellectual Property Rights (IPR): all patents, image rights, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database right, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and all similar or equivalent rights or forms of protection in any part of the world.
Licence Level: the licence level reached by a Member. A full list of Licence Levels is to be found in the Member’s Handbook.
Marks: the registered and unregistered trade marks used by Thrive from time to time.
Members: anyone who is registered by Thrive as a member.
Member’s Handbook: the handbook which can be accessed online at www.thriveapproach.com/au which sets out the rules that must be observed by all Members.
Thrive-Online: Thrive’s online assessment tool at www.thriveapproach.com/au.
Personal Information: has the meaning set out in the Data Privacy Act 1988 (the 1988 Act).
Website: www.thriveapproach.com/au and any other website operated by Thrive, Thrive UK or its subsidiaries.
2. Appointment and Term
2.1 Thrive appoints You as a Member of Thrive from the Start Date until terminated in accordance with clause 5.
2.2 You are entitled to describe yourself as a Thrive member and may use the word ‘Thrive’ and the phrase ‘Thrive Approach’ in that context. You are not permitted to use the Marks in any other manner.
2.3 Gaining any Licensed Levels or Authorisation will be subject to:
(a) successful completion of the relevant training;
(b) satisfactorily completing any supervision; and
(c) paying the appropriate fee.
2.4 Retaining a Licensed Level or Authorisation will be subject to:
(a) complying with the relevant CPD requirements; and
(b) the payment of any annual fee (which may increase on 90 days’ notice).
2.5 If You are an individual, your Licence Level or Authorisation can be changed through both further training and re-assessment over which Thrive shall have absolute discretion. Only individuals can achieve Licensed Levels or Authorisation.
2.6 Thrive reserves the right to refuse or terminate your training, without any refund of fees paid, if your behaviour is in conflict with Thrive principles or otherwise not conducive to the successful completion of the course.
3. Member’s obligations
3.1 General. In common with all Members of Thrive, You shall:
(a) comply with all WWC Check requirements and any other relevant legislation, regulations, codes or practice and guidance which apply when working with children;
(b) not do anything which is or could be detrimental to the Approach or the Business;
(c) not train others in the Approach except as permitted by Thrive in writing and in accordance with the Trainer and Course Leader Terms;
(d) comply with obligations set out in the Member’s Handbook;
(e) comply with the CPD requirements in order to preserve your Level or Authorisation;
(f) comply with all reasonable instructions from Thrive;
(g) process any Personal Information in accordance with the 1988 Act;
(h) process any Personal Information only so far as is necessary for the purpose of performing your obligations under this Agreement;
(i) not disclose Personal Information to any third party; and
(j) comply with the AUP when using Thrive-Online.
3.2 You acknowledge that use of Thrive-Online is essential to the Thrive Approach and a separate licence is required in order to use Thrive-Online or the Website.
4. Confidentiality and IPR obligation
You acknowledge that each Delegate’s Pack and all other documentation and information issued by Thrive and relating to the Approach are confidential and protected by copyright. You shall not, and shall not allow anyone at any time without the prior written consent of Thrive, divulge, copy or use whether directly or indirectly for its own benefit or that of others except for the purpose of the training being given, any such information, unless such information has entered the public domain otherwise than by reason of a breach of this Agreement.
4.1 You agree to:
(a) comply with all requests by Thrive as to the use of its IPR and the ™, © and ® symbols in relation to its IPR;
(b) not permit any other person to use any of the Thrive IPR;
(c) use the Thrive IPR only for studying and implementing the Approach in your work or as otherwise permitted by this Agreement.
5. Termination
5.1 If You are alleged to have committed a material breach of this Agreement (including having misused any part of a Delegate’s Pack or other information or documentation supplied by Thrive) or acted in any way to the detriment of a child’s wellbeing, Thrive reserves the right (at its absolute discretion) to suspend You from Membership or suspend your right to carry out training or assessment whilst Thrive investigates the alleged breach.
5.2 If Thrive decides that You have failed to comply with your obligations set out in this Agreement, or acted to the detriment of a child’s wellbeing, Thrive shall be entitled to impose conditions or terminate your membership.
5.3 Either You or Thrive may terminate this Agreement immediately on giving notice to the other if the other party commits a breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 60 days of being notified in writing of the breach.
5.4 On termination for any reason, Thrive may request that You deliver to Thrive any Delegate’s Pack or Member’s Handbook held by You as well as all copies of information provided by Thrive to You for the purposes of this Agreement or otherwise.
5.5 Any termination of this appointment shall not affect any rights or liabilities that have accrued prior to such termination.
6. Indemnity
You shall indemnify Thrive against any loss, cost, or expense incurred by Thrive arising from any act, neglect or default by You.
7. No warranties without authority
You will make no statement, representation or claim and shall give no warranty to any person in respect of the Business, the training courses or the Approach save those which are specifically authorised by Thrive..
8. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy.
9. Variation
No variation, waiver or agreed termination of this Agreement shall be effective unless it is in writing and signed by Thrive and You.
10. Entire agreement
This Agreement constitutes the entire Agreement between Thrive and You and supersedes all prior Agreements in connection with its subject matter. No director, employee or agent of Thrive is authorised to make any representation or warranty not contained in this Agreement and You acknowledge that You have not relied on any such oral or written representation.
11. Law
This Agreement is governed by and shall be construed in accordance with the laws of the State of Victoria, Australia. Both You and Thrive hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of the State of Victoria, Australia