Legal Notices – SorkHC

Terms and Conditions governing the activities of Territory Managers (TM’s), Accredited Practitioners (AP’s) and Clients (CL’s), as defined below, applying to their training, obligations and rights and to the demonstration, distribution, use and sale of any shcBOND Product.

All shcBOND Product- authorised TM’s, AP’s and CL’s as defined below acknowledge that they have read, agreed to and are bound by the following Terms and Conditions as they apply to them.

TERMS AND CONDITIONS

Definitions

Administrator is Sork Human Capital Pty. Ltd. ABN 68127386341 a company incorporated in Australia. The Administrator holds an exclusive Global License from the Owner and Licensor of shcBOND Products, as defined below, to set such terms, conditions and protocols for the marketing, sale and use of the shcBOND Products and use of the shcBOND System as the Administrator shall in its absolute discretion determine. If Sork Human Capital Pty. Ltd. sells the business which it uses for the sale and support of shcBOND Products to another party then that party shall be the Administrator.
AP’s are shcBOND Product Accredited Practitioners.
CL’s are Clients approved by AP’s to purchase Credits as defined below.
Credits are units purchased and sold by AP’s which entitle a CL to use a shcBOND Product once.
EAI are Employee Attachment Inventory which is a patented shcBOND Product.
EDI are Employee Detachment Inventory which is a patented shcBOND Product.
HR means Human Resources.
Licensor is the person or party who legally and equitably holds and owns all Patents, Copyrights, and other entitlements applicable to the sale, demonstration and use of the shcBOND Products.
Patents are the patents held by the Licensor which are fundamental and essential to the use of some shcBOND Products
PII means Professional Indemnity Insurance.
TM’s are Territory Managers
shcBOND is a marketing name and Trademark used by the Administrator.
shcBOND Products are all Perception Measurement Instruments used in the assessment and reporting for Workplace Managers and Employees and which are owned by the Licensor and provided for sale by the Administrator.
shcBOND System is the methodology used in applying the technology hardware and software platform and all of its infrastructure, programming and functionality for the distribution, support, production, notification, storage, provision of and access to shcBOND Products.

Administrator powers and obligations

The Administrator has the following rights and obligations:

Right to appoint TM’s and approve and accredit AP’s on such terms and conditions as the Administrator shall determine from time to time.
Right to enforce all Terms and Conditions in these Legal Rights and Obligations and contained in any other document binding a TM, AP and CL.
From time to time, the right to change the criteria to be satisfied and qualifications necessary for a TM and AP to be appointed and continue to act in that capacity.
From time to time, the right to determine the nature and amount of PII for TM’s and AP’s and to notify the TM’s and AP’s of any change in PII requirements within a reasonable period after adopting that change.
The absolute right to reject any application for appointment of a TM and to terminate any appointment of a TM at any time without providing any justification for doing so.
The absolute right at any time to reject the appointment of an AP by any TM and to withdraw its approval of any AP at any time without providing any justification for doing so.
Right to determine the Territories in which TM’s may operate which may be defined by: geographic boundaries; population densities; potential productivity; location; the nature of the party to whom Credits can be sold; or any other criteria set by the Administrator from time to time but the Administrator shall use reasonable endeavors to ensure that a Territory is reasonably determined.
Right to determine what level of Productivity each TM must attain while holding the appointment and such level may be determined by: quantity of Credits purchased; number of AP’s accredited; the prospects of increase in sales depending on the nature of each AP’s clients; or any other criteria that may be determined by the Administrator from time to time.
Right at any time to change these Terms and Conditions to facilitate the effective sale and use of Credits and with an obligation to notify all TM’s and AP’s within a reasonable time of any proposed and actual changes to the Terms or Conditions with a view to ensuring that all TM’s and AP’s continue to carry out their obligations in an ethical and responsible manner.
Right at any time to set and determine the price at which it sells Credits to the TM’s but the Administrator must give the TM’s reasonable notice of any price change to enable the TM’s and AP’s to adjust the Credit pricing for their customers and any change shall not affect the price of a Credit that has already been sold by the Administrator.
Right at any time to appoint a TM or AP to complete any required task that another TM or AP has not fulfilled to the satisfaction of the Administrator. The reasonable fees, costs and expenses incurred by the substitute TM or AP shall be paid by the TM or AP who has failed to fulfill the task and such fees, costs and expenses shall be a debt recoverable on demand.
Right to sell its business including the Licence rights to the shcBOND System and shcBOND Products to another party on whatever terms and conditions it may in its absolute discretion determine subject to an obligation to ensure that any Credits that are sold to a TM, AP or CL prior to the sale of the business being completed are honoured by providing all necessary facilities for their application and use including access to the shcBOND System for any purpose that is provided in the normal course for the effective use of an shcBOND Product but not for a period in excess of one Calendar Year after completion of the sale of the business.

Requirements and Criteria to become and remain accredited as a TM or AP.

TM’s
The criteria for accreditation and appointment of a TM and the continued appointment and accreditation may not be the same for each TM and shall be determined for each TM in the sole discretion of the Administrator. All TM’s shall be bound by the following conditions, rights and obligations:
A TM must:

Obtain PII approved by the Administrator within a time determined by the Administrator.
Be of good character before and after appointment.
Not have a criminal record which has resulted in a fine in excess of $1,000 or imprisonment and must not commit any criminal act that could or does result in a fine in excess of $1,000 or imprisonment prior to or during its TM appointment.
If required, provide the Administrator with such permission, consent and authority as necessary for the Administrator to conduct a background check into the TM’s good character and criminal record. If requested by the Administrator, the TM may be required to provide a police report from the places where the TM is domiciled or carry’s on business.
Have the ability, demonstrated to the satisfaction of the Administrator, to provide the technical and material resources required to effectively pursue the TM activities as determined by the Administrator.
If required, provide the Administrator with such permission, consent and authority as necessary for the Administrator to confirm the TM has the necessary technical, financial and other resources.
Not be insolvent or commit any act of insolvency or do anything which could cause its assets to be seized to satisfy debts or if a corporation, perform any act which could lead to its liquidation, winding up, dissolution, or deregistration and not be bankrupt or have filed a petition for relief under any Bankruptcy law of the Country, State, Province or Local Government Area in which their Territory is located.
If required, provide the Administrator with such permission, consent and authority as necessary for the Administrator to make full enquiry to determine the current financial status of the TM.
Indemnify the Administrator against all costs and disbursements incurred by it in conducting background checks into TM’s police record, financial, solvency or legal status.
Ensure that all AP’s appointed by them satisfy the selection and operating criteria required by the Administrator.
Not deliberately take action which could be deemed poaching on or infringing the rights of any other TM’s, AP’s or their AP’s clients.
Only acquire Credits from the Administrator and not from any other party or source.
Not do anything to cause an AP or CL to believe that the TM has the power or right to amend, change, expand or diminish any material or information provided by the Administrator as part of a shcBOND Product or any service offered by the Administrator.
Not amend, change, expand or diminish any material or information provided by the Administrator as part of a shcBOND Product or any service offered by The Administrator
Comply with the Code of Conduct and Confidential Information provisions set by the Administrator and in these Terms and Conditions.
Make cleared payments to the Administrator for all Credits purchase by the TM from the Administrator within Ninety (90) days after receipt of a Tax Invoice from the Administrator, by direct deposit into an account held by the Administrator with such Bank as the Administrator shall nominate from time to time.

All agreements entered into between a TM and an AP or between an AP and CL or any other party relating to shcBOND Products shall not contain provisions that contradict or conflict with any of these Terms and Conditions.

The TM acknowledges that the right to continue holding appointment as a TM depends on; the TM’s continuing good character and solvency; satisfactory completion of any required ongoing education requirements; meeting minimum productivity and activity standards required by the Administrator; and any other reasonable conditions set by the Administrator.

A TM may engage a corporation, partnership or trust to sell Credits but is not entitled to do so unless at all times during which the corporation, partnership or trust holds Credits for sale or has distributed Credits which are still active, the corporation, partnership or trust has at least one member or permanent employee who is accredited as an AP.

A TM shall at all times use reasonable efforts in finding and accrediting AP’s in accordance with these Terms and Conditions and shall do all things reasonably necessary to sell Credits to the AP’s.

TM’s have the right to access all shcBOND Product data available to their AP’s and those AP’s CL’s.

AP’s
The criteria for accreditation and appointment of an AP and the continued appointment and accreditation may not be the same for each AP and shall be determined in the exclusive discretion of the Administrator. All AP’s shall be bound by the following conditions, rights and obligations:
An AP must:

Obtain PII approved by the Administrator within a time determined by the Administrator.
Complete and satisfy all accreditation requirements set by the Administrator and continue to complete all ongoing and periodic educational courses that are instituted and required by the Administrator.
Pay for all reasonable costs associated with their initial and continuing accreditation.
Do all things that are required and necessary to ensure that a CL uses an shcBOND Product in accordance with the directions that are set out on the shcBOND WEB Page.
Be of good character before and after accreditation.
Have no criminal record which has resulted in a fine in excess of $1,000 or imprisonment and must not commit any criminal act that could or does result in a fine in excess of $1,000 or imprisonment while retaining the AP accreditation.
If required, provide the Administrator and their TM with such permission, consent and authority as necessary for the Administrator and TM to make full enquiry as to the AP’s good character and police record.
Have the ability, proven to the satisfaction of their TM, to provide the technical and material resources required to effectively pursue the AP activities as determined by the Administrator and TM.
If required, provide the Administrator and their TM with such permission, consent and authority as necessary for the Administrator and TM to confirm the AP has the capacity to provide necessary technical and material resources.
Not be insolvent or commit any act of insolvency or do anything which could cause their assets to be seized to satisfy debts or if a corporation, perform any act which could lead to its liquidation, winding up, dissolution, or deregistration and not be bankrupt or have filed a petition for relief under any Bankruptcy law of the Country, State, Province or Local Government Area in which their business or domicile is located.
If required, provide the Administrator and their TM with such permission, consent and authority as necessary for the Administrator and TM to make full enquiry to determine the current financial status of the AP.
Indemnify the Administrator and their TM against all costs and disbursements incurred by it in investigating the AP’s police records, or financial, solvency or legal status.
Comply with any restrictions set by their TM as to: the area within which they are entitled to sell Credits; the party or parties to whom they can sell Credits; and the number of Credits they can sell.
Only acquire Credits from their TM and not from any other party unless approved in writing by the Administrator.
Provide continuing on time support and assistance to CL’s to ensure that they are fully conversant with the methodology and the use the relevant shcBOND Product and the reports generated from their proper application.
If the AP is a corporation, partnership or trust engaged by a TM to sell Credits, have at least one member or permanent employee of that corporation, partnership or trust accredited as an AP.
Not do anything to cause a CL to believe that the AP has the power or right to amend, change, expand or diminish any material or information provided by the Administrator as part of a shcBOND Product or any service offered by the Administrator.
Not amend, change, expand or diminish any material or information provided by The Administrator as part of a shcBOND Product I or any service offered by The Administrator.
Input a potential CL’s profile into the shcBOND System as required on the shcBOND WEB site. The AP shall not accept any payment for a Credit from that CL until the CL has accepted the terms applicable to the use of the Credit as set out in the email sent to the CL when the profile has been input.
Continue to be of good character; solvent; and satisfactorily complete any required ongoing education requirements; meeting minimum Productivity and activity standards required by the Administrator from time to time and any other reasonable conditions set by the Administrator.
At all times use reasonable efforts to sell Credits to CL’s.
Comply with the Code of Conduct and Confidential Information provisions set by the Administrator and in these Terms and Conditions.
Not sell any shcBOND Product for which they have not received accreditation in accordance with these Terms and Conditions and in that regard this is an essential Term and Condition.

AP’s shall have the right to sell Credits to CL’s where those credits may be used by the CL in its organisation outside the Territory in which the AP is located but prior to such sale the AP must obtain consent from the Administrator in writing and the Administrator shall have the right to impose such conditions as it in its absolute discretion may determine, before such sale can be concluded.

AP’s have the right to access all shcBOND Product data available to their CL’s.

CL Rights and Obligations
As conditions of use of the shcBOND Products and access to the use of the shcBOND System CL’s agree to be bound by the following conditions, undertakings and commitments.
CL’s must:

Not sell any unused Credits to any other party.
Comply strictly with any direction given to it by its AP so long as that direction complies with these Terms and Conditions and the use of an shcBOND Product in accordance with the requirements set out on the shcBOND WEB page.
Not apply or use any report or information generated by the application of an shcBOND Product other than strictly in accordance with the directions provided by the Administrator on the shcBOND WEB site and, whether or not the CL complies with those directions, it absolutely and irrevocably indemnifies the Administrator and any TM or AP against any claim for loss or damage made by any party, including the CL, arising out of the acquisition, use or misuse of an shcBOND Product.
Activate the acceptance button incorporated in the email that it receives from the Administrator after the AP from which a Credit is purchased has completed the CL’s profile as required pursuant to these rules and regulations. This action need only be taken once no matter how many Credits or subsequent Credits are purchased from that AP.
Not pay the AP from which a Credit is purchased for any Credit until it has received the email referred to in clause 4 above.
Ensure that any person engaged by the CL, whether employee, contractor or otherwise, to assist in the use, access to, or application of the shcBOND System or any shcBOND Product complies strictly with these Terms and Conditions or any amendments made by the Administrator from time to time.

The CL acknowledges that the Administrator does not warrant that the functions contained in any survey or report generated as a result of use of an shcBOND Product by a CL or any person authorised by it to access a created survey or report generated by the shcBOND System will be uninterrupted or error-free, that any defects will be corrected or that the Administrator or the server which stores and transmits content to you are free of viruses or any other harmful components.

The CL acknowledges that the Administrator does not warrant or make any representation regarding access to, or the results of your access to, any Survey and Report (including any related or linked websites) or any contents in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.

The CL (and not The Administrator) assumes the entire cost of any necessary verification, maintenance, repair and correction of any relevant content in a survey created or report generated through use of a shcBOND Product.

Under no circumstances (including but not limited to any act or omission on the part of the Administrator) will the Administrator be liable for any indirect, incidental, special or consequential damages or loss of profits whatsoever which result from any use or access to, or any inability to use or access, any Survey created or Report generated through use of an shcBOND Product.

The CL expressly acknowledges and agrees that the Administrator does not exert control or influence over users of any Survey and Report generated through use of a shcBOND Product and is not liable either for their opinions or their behaviour, including any information and advice and any defamatory statements or offensive conduct and the Administrator’s liability is limited at the option of the Administrator in the case of services supplied or offered by the Administrator, (a) to the supply of the services again, or (b) to the payment of the cost of having services supplied again

The CL acknowledges Credit(s) are deemed to be purchased at the request for Credit(s). A request for Credit(s) is made by CL’s using either the ‘Request Credits’ button on the shcBOND System, or by making an email request to CreditRequest@shcbond.com, or by making an email or verbal request to your respective AP, TM or Administrator. Once a request for Credit(s) has been made, a log of your request will be created on the shcBOND system and an invoice will be generated.

Credits will be added to a CL shcBOND account and made available for use based on CL payment and Credit allocation terms agreed with their AP.

The CL acknowledges that once purchased, Credits cannot be cancelled, refunded or on-sold.

The CL acknowledges that Credits are deemed used at the uploading of a survey request and deducted from the CL account in the shcBOND system. If a survey is cancelled prior to the first survey invitation being sent, one credit will be reallocated to the CL account in the shcBOND system.

If a CL’s account is inactive for a period of twelve (12) Calendar Months any Credits purchased by that CL and unused at the end of that period shall expire without notification and the Administrator may at its discretion delete the CL’s Account from the shcBOND System.

If a CL has multiple Accounts in the shcBOND System, on written request by the CL to the Administrator, the Administrator shall with the approval of the relevant TM and AP migrate all Credits into the Account nominated by the CL.

The CL acknowledges that access to and use of any shcBOND Product and shcBOND System is only effective until terminated by the Administrator and the Administrator may terminate that access and use without notice. In the event of termination, the CL or any person authorised by the CL to access a survey created by or report generated by the shcBOND System are no longer authorised to have access but all restrictions imposed on the CL and all the Administrator disclaimers and limitations of liability set out in the Terms and Conditions will survive and continue to apply.

General (Applicable to TM’s, AP’s and CL’s where appropriate)

No Goodwill in the shcBOND Products shall attach to any business established or conducted by a TM or AP for the sale of Credits.
The Administrator relies on the continued observance of these Terms and Conditions by the TM’s, AP’s and CL’s. If the Administrator suffers any loss or damage or incurs any costs in connection with any breach of these Terms and Conditions or any other legal obligation then the TM, AP or CL shall indemnify The Administrator for those losses, damages and costs.
The shcBOND Products were designed and are intended solely for use as a measurement of employees’ attachment to the workplace. The instrument should not be used to assess an employee’s ability, competence, past performance or performance potential. The shcBOND Products are not designed to be used and should not be used as a profiling instrument for promotion or performance management. The shcBOND Products are not for use in measuring an employee’s ability to fit in at a workplace. There is no correlation between the level of attachment and the ability or performance potential of an employee. The shcBOND products should not be used for performance management purposes or to inform a decision by an employer regarding an employee’s employment future. The Administrator disclaims any and all liability resulting from the mis-use of the shcBOND Products or use for purposes for which the products were not designed.
No TM, or in the event of a TM’s liquidation; deregistration; death; or permanent incapacity, then their personal representative, shall have the right to transfer any interest in any right to sell or use Credits to any other party for value. If a TM or their personal representative wishes or needs to transfer any right to sell Credits to any other party it shall only be legal to do so if approval in writing is given by the Administrator. The Administrator shall be reasonable when considering whether to give such approval. The transferring party shall ensure that the party or person to whom such right is transferred, legally commits to any requirements set out in these Terms and Conditions.
Credits shall not be considered an asset of a TM, AP or CL. In the event of transfer of ownership by a party holding Credits, use of the Credits may be subject to approval by the Administrator and considered as a paid-up right to use of the shcBOND System.
The Administrator shall have right to require a TM and AP to pay a fee for their appointment or accreditation.
The TM’s, AP’s and CL’s hereby irrevocably indemnify the Administrator against any claims for loss or damage caused by any party, including the TM, AP or CL, arising from that party’s use or misuse of an shcBOND System or shcBOND Product or arising out of the TM’s, AP’s or CL’s negligence, willful misconduct or failure to comply with these Terms and Conditions or any requirements or directions that are set out on the shcBOND WEB Page or otherwise communicated by the Administrator.
The Administrator shall in no way be liable or responsible for any claims, damages, or other costs arising out of a TM’s, AP’s or CL’s misuse of the shcBOND System or shcBOND Products or failure to adhere to any requirements or directions on that use set by the Administrator.
TM’s, AP’s and CLs shall use the shcBOND System and shcBOND Products strictly in compliance with any requirements and directions on use communicated in any way by the Administrator whether via the shcBOND WEB page or otherwise directly from the Administrator. Failure to comply with those requirements or directions shall be grounds for immediate termination of, an Engagement Agreement with a TM, appointment of an AP or use of a Credit by a CL.
The Administrator hereby disclaims any and all express or implied warranties including but not limited to the implied warranties as to merchantability or fitness of any shcBOND Products for a particular use.
Any notice, demand, consent in writing or other communication required to be given or made under or pursuant to these Terms and Conditions shall be deemed to have been duly given or made when hand delivered in writing or sent by ordinary post, by facsimile or by email to the other party to which such notice or demand or consent is required or permitted to be given or made at that parties last known address. Delivery shall be deemed to have been made in the case of hand delivery at the time of delivery, in the case of delivery by local post on the second business day after posting, in the case of international post, which must be Express or Registered and airmail, on the fifth day after posting and in the case of facsimile or email delivery on the first business day following the day on which such facsimile or email were recorded as being sent.
These Terms and Conditions shall be governed by and interpreted in accordance with the laws for the time being of the State of New South Wales, Australia and in any dispute involving the Administrator the parties hereto agree to submit to the jurisdiction of any appropriate Australian court or tribunal having jurisdiction over the parties and subject matter of the dispute.
If the Administrator or its representatives, whether legal or otherwise, are required to attend or be represented at any court, tribunal, conference, mediation or arbitration arising out of any dispute or legal proceeding relating to the interpretation or application of any of the Terms or Conditions or relationship between any TM, AP or CL, the party instigating such proceedings shall pay all costs, expenses and fees incurred by the Administrator or its representatives in attending such proceedings or satisfying any requirements of the court, tribunal, conference chairperson, mediator or arbitrator.
These Terms and Conditions shall bind and endure for the benefit of the parties hereto and where appropriate, their respective executors, Administrators, legal representative’s successors and assigns.
Where herein used and where appropriate according to the structure of the Terms and Conditions and their intent, words importing one gender may be read so as to import all other genders and words importing a singular number may be read so as to import a plural number.
It is acknowledged by all TM’s, AP’s and CL’s that all CL’s have the absolute right to purchase Credits from any AP they choose from time to time, but once a Credit is purchased they must interact with the AP from whom they have purchased the Credit unless otherwise allowed by the Terms and Conditions. CL’s may purchase and hold Credits from multiple AP’s at the same time.
All agreements entered into between a TM’s and AP’s or between AP’s and CL’s or between TM’s, AP’s, CL’s and any other party relating to shcBOND Products must not contain any provisions that contradict or conflict with any of these Terms and Conditions.

Deemed Essential Non Excludable Terms and Conditions in Agreements relating to the Demonstration, Sale or Use of shcBOND Products.

The Following Conditions shall be incorporated directly or by reference into every Agreement that is made between a TM and an AP which relates to the sale of a Credit to an AP. These conditions are essential terms and conditions and shall not be excluded or amended without the written consent of the Administrator.

The TM and AP acknowledge that they have read and are fully familiar with and understand the Terms and Conditions set out under the heading “Legal Rights and Obligations” on the Internet WEB Page https://www.shcbond.com/legal-rights-obligations/ (the Terms and Conditions). Where appropriate and applicable those Terms and Conditions are hereby incorporated by reference and made part of this agreement. The TM and AP agree to be bound by those Terms and Conditions and any variations made to those Terms and Conditions by the Administrator from time to time.
The AP shall have the right to market and sell Credits to CL’s subject to the conditions set forth in the TM’s sub-license from the Administrator which conditions are contained and reflected in this Agreement including the Terms and Conditions.
The Administrator has recommended that the TM and AP obtain independent legal advice on the meaning and effect of this agreement and the said Terms and Conditions prior to signing this agreement and the TM and AP acknowledge that they
have obtained such advice.
The AP acknowledges that they shall have no right to act in the capacity of an AP until they have completed all requirements set by the Administrator for such appointment and have been accredited in writing by the Administrator to act in that capacity.
The AP hereby agrees to sell the shcBOND Products solely for the use for which they were designed and intended as specified and in accordance with the provisions of the Terms and Conditions.
The TM and AP acknowledge that the Administrator has the right and power to withdraw the accredited of any TM or AP at any time for any reason including any reasons set out in the Terms and Conditions on giving seven (7) days written notice to the TM or AP except that in the case of gross misconduct or failure to comply with the TM Criteria or AP Criteria as set out in the Terms and Conditions the Administrator may withdraw certification require termination of this agreement immediately.
The TM or AP shall have no authority to bind the Administrator in any way and shall not hold itself out as having that authority.
The parties hereto agree and consent to any judgment or order of a court or tribunal of the approved jurisdiction being enforced in any court in any country.
This Agreement may only be amended or modified by a written instrument executed by the TM and AP and approved in advance by the Administrator.
This Agreement does not infer or create any relationship with the Administrator other than that of an independent contractor.

The following conditions shall be included directly or by reference in every Agreement that is made between an AP and a CL which relates to the sale of a Credit to a CL. These conditions are essential terms and conditions and shall not be excluded or amended without the written consent of the Administrator.

The AP and CL acknowledge that they have read and are fully familiar with and understand the Terms and Conditions set out under the heading “Legal Rights and Obligations” on the Internet WEB Page https://www.shcbond.com/legal-rights-obligations/ (the Terms and Conditions). Where appropriate and applicable those Terms and Conditions are hereby incorporated by reference and made part of this agreement. The AP and CL agree to be bound by those Terms and Conditions and any variations made to those Terms and Conditions by the Administrator from time to time.
The Administrator has recommended that the AP and CL obtain independent legal advice on the meaning and effect of this agreement and the said Terms and Conditions prior to signing this agreement and the AP and CL acknowledge that they have obtained such advice.
The CL hereby agrees to buy the shcBOND Products solely for the use for which they were designed and intended as specified and in accordance with the Terms and Conditions.
The AP and CL acknowledge that the Administrator has the right and power to withdraw the accreditation of any AP at any time for any reason including any reasons set out in the Terms and Conditions on giving seven (7) days written notice to the AP except that in the case of gross misconduct or failure to comply with the AP Criteria as set out in the Terms and Conditions immediately, but if such accreditation is withdrawn then the Administrator shall immediately arrange for an alternative AP to attend to the needs of the CL for the application and use of any Credits held by the CL.
The CL acknowledges that the AP shall have no authority to bind the Administrator and shall not hold itself out as having that authority.
The parties hereto agree and consent to any judgment or order of a court or tribunal of the approved jurisdiction being enforced in any court in any country.
This Agreement may only be amended or modified by a written instrument executed by the AP and CL and approved in advance by the Administrator..
This Agreement does not infer or create any relationship with the Administrator other than that of an independent contractor.

Code of Conduct

The following code of conduct shall apply to all TM’s, AP’s and CL’s:

They shall not make any public statement or claim that is untrue or misleading about the shcBOND Products.
They will use their best endeavours to ensure the shcBOND System and Products are used lawfully, ethically and professionally.
They will accurately represent their professional experience and credentials to any party to whom they demonstrate, distribute or sell any shcBOND Products.
They shall use their best endeavours to ensure there is no breach of patent, as disclosed on the shcBOND WEB page or copyright in the shcBOND System or shcBOND Products by their employees, contractors or agents, or by any party to whom they demonstrate, distribute, provide or sell an shcBOND Product.
They will maintain, store and dispose of any records created in their capacity as TM’s, AP’s or CL’s and required by the Administrator and adhere to the Administrators required standards of confidentiality, security and privacy as set out in these Terms and Conditions.
They will comply with all relevant country, state, provincial and local government, laws, statutes, codes and regulations and in that regard absolutely and irreversibly indemnify the Administrator against and claims arising out of a breach of those laws, statutes, codes, rules and regulations
They will not create or use any consulting, coaching or training materials of or derived from the shcBOND Products without the written consent of the Administrator.
They will adhere to the pricing framework pursuant to these Terms and Conditions .
They will comply with the Terms and Conditions relating to the allocation of Territories.
They will not take any action or do anything which encroaches on any other TM’s, AP’s or CL’s entitlements unless allowed by the Terms and Conditions or approved by the Administrator in writing.
They will immediately inform the Administrator of any unlawful, unethical or unprofessional misconduct by another TM, AP or CL.
They shall abide by and not breach the Privacy Policy located on the shcBOND WEB page under the icon “Privacy Policy”.

Confidential Information
All written and oral information and materials disclosed or provided by the Administrator or its authorised agents to the TM’s, AP’s and CL’s regarding the shcBOND System and shcBOND Products and the Administrator’s business prior to, during or after the Accreditation Program and during training is Confidential Information regardless of how it was provided to the TM’s, AP’s and CL’s.

“Confidential Information” shall also include all information relating to the Administrator’s operations, business, affairs or property, including, without limitation, technologies, research and development, business plans, trade secrets, and shcBOND Products and shcBOND System.

Obligations of Non-Disclosure
The TM’s, AP’s and CL’s must not disclose the Confidential Information to any other person or party.
The Confidential Information will remain the exclusive property of the Administrator.
The TM’s, AP’s and CL’s will not use the Confidential Information except during the Accreditation Program, internal training or as otherwise authorised by the Administrator in writing and at all times only as permitted by the Administrator.
At the termination of the Accreditation Program the TM’s, AP’s and CL’s must return to the Administrator all material of any kind provided by the Administrator to the TM’s, AP’s and CL’s and any notes made by any of them during the Accreditation Program and the TM’s, AP’s and CL’s shall take all steps necessary to delete any such information unless otherwise authorised by the Administrator in writing.

Ownership and Title
The TMs, APs and CLs acknowledge and agree that they have no legal or equitable right to ownership of the shcBOND System and shcBOND Products and the intellectual property in the shcBOND System and shcBOND Products. Nothing contained in this Agreement will grant to or create in the TM’s, AP’s and CL’s either expressly or impliedly, any right, title, interest or license in or to the Confidential Information or the intellectual property of the Administrator or the shcBOND Systems or shcBOND Products.

Remedies
The TM’s, AP’s and CL’s agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party or use by the TM’s, AP’s and CL’s or any other party on its behalf in breach of this Agreement may not be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Administrator. Accordingly the TM’s, AP’s and CL’s agree that the Administrator is entitled, in addition to all other rights and remedies available to him at law or in equity, to an injunction restraining the TM’s, AP’s and CL’s and any other party on behalf of the Administrator, from directly or indirectly committing or engaging in any act restricted by these Terms and Conditions in relation to the Confidential Information.

Notices
In the event that a TM’s, AP’s and CL’s is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the TM’s, AP’s and CL’s will give to the Administrator prompt written notice of such request so the Administrator may seek an appropriate remedy or alternatively waive the TM’s, AP’s and CL’s compliance with the provisions of these Terms and Conditions in regard to the request.
If the TM’s, AP’s and CL’s lose or make unauthorised disclosure of any of the Confidential Information, the TM’s, AP’s and CL’s will immediately notify the Administrator and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

“Our purpose is to enhance the cultures and sustainable performance of organisations through developing the effectiveness and behavioural impact of all leaders”