Legal

Effective from 29th September 2016

Director Institute Membership and Subscription Terms

These Membership and Subscription Terms together with our Website Terms of Use and our Privacy Policy (collectively, the Terms) govern your subscription to our Membership Packages (Subscription). These Terms form a binding agreement between you (you) and Director Institute Pty Ltd (ABN 93 163 158 030) of Level 36, 1 Macquarie Place, Sydney NSW 2000 (Director Institute or we, us, our).

Please read all of these Terms carefully before subscribing to our Membership Packages. If you have any questions about these Terms, please contact us at info@directorinstitute.com.au prior to agreeing to these Terms. By subscribing to one or more of our Membership Packages you agree to be bound by these Terms. If you do not agree to these Terms, you must not subscribe to our Membership Packages. Capitalised terms used in these Terms are defined throughout these Terms as well as in the Definitions section at the end of these Terms.

Your Subscription
You may subscribe to any one or more of our Membership Packages by following the Subscription process outlined on our Website. This will require you to provide certain personal details, including valid credit card details, and to create an account with us (Account). Your Subscription will commence when we activate your Account after you have completed the online Subscription process and will continue for twelve months from that date, unless and until cancelled earlier by you or us in accordance with these Terms (Subscription Period). We will confirm your Subscription via email.

We will contact you at least 30 days prior to the expiry of your current Subscription giving you the opportunity to renew your Subscription with effect from the end of the then current Subscription Period. If you fail to renew your Subscription in accordance with such notification, your Subscription will expire at the end of the Subscription Period. It is your responsibility to manage your auto-renewal subscription settings if you have chosen this option with your account.

Your Subscription is personal to you. You may not transfer your Subscription, or any of your rights or responsibilities arising under these Terms, without our prior written consent. You may only use your Subscription for your own personal use and not for any commercial purposes. You must not share with others any information which is not publicly available which we disclose to you as part of your Subscription other than for the purposes of exercising your rights under the relevant Membership Package.

Subscription Fees and Payment Terms
The Subscription Fees vary for the different Membership Packages and are as stated on our Website at Membership Benefits from time to time. We reserve the right to change our Subscription Fees for future Subscription Periods from time to time in which case we will notify you of such changes at least one month in advance. Any changes in Subscription Fees will not apply to a current Subscription Period. You will be required to pay for your Subscription annually in advance via credit card or direct payment as further set out on our Website. Your Subscription will only be valid once we have received full payment from you. Subscription fees are non-refundable.

Suspension, Termination and Cancellation
Except as otherwise expressly permitted in these Terms, you cannot cancel your Subscription during the Subscription Period. We reserve the right to suspend or cancel your Subscription with immediate effect without liability to you, if: you fail to pay the applicable Subscription Fees in accordance with our payment terms; or acting reasonably, we determine that you have breached these Terms. We also reserve the right to cancel or suspend your Subscription at any time upon providing reasonable prior notice and a pro-rata refund of your Subscription Fees if we determine in our reasonable opinion that we are unable to provide the Subscription benefits to you.

Privacy
To the extent we collect personal information from you we will do so and otherwise handle that information in accordance with our Privacy Policy. By accepting these Terms, you consent to us collecting, using, disclosing and storing your personal information in accordance with our Privacy Policy.

Account Security
When subscribing to our Membership Packages, you will be asked to create an Account with us. It is your responsibility to ensure the security and confidentiality of your Account details at all times. You are responsible for all use, activities and charges associated with or arising from any use of your Account, including unauthorised use by third parties, except where such unauthorised use was facilitated or otherwise made possible through our fault or negligence. You must notify us as soon as you become aware of any unauthorised use of your Account.

Intellectual Property Rights
We own all intellectual property rights subsisting in any materials which we make available as part of any Subscriptions or which otherwise relate to our Membership Packages or services. You grant to us a perpetual, irrevocable, non-exclusive, royalty free licence to reproduce, modify, add to, use, copy, publish, communicate and adapt any materials, which you provide to us, for the purpose of providing Subscription services to you.

Warranties and Liability
As a consumer, you have certain rights under consumer protection legislation (Consumer Rights), which cannot be excluded or limited by us. Your Consumer Rights may include statutory guarantees or other non-excludable protections. Nothing in these Terms is intended to exclude, restrict or modify your Consumer Rights. However, to the extent that it is permitted by law to do so, and except as contained in your Consumer Rights, we make no representations or warranties, express or implied, whatsoever as to any matter regarding the provision of services to you. In particular, you acknowledge and agree that: any information regarding board roles which we may advertise on our Website is information provided to us by third parties and while we do our best to verify the accuracy and reliability of that information, to the extent permitted by law, we do not provide any warranties as to its accuracy or reliability; to the extent permitted by law, we limit our liability to you in respect of any claims under the statutory consumer guarantees to: the supplying of our services again; or the payment of the cost of having the services supplied again; and to the extent permitted by law, under no circumstances will we be liable for any indirect, incidental or consequential loss, damage or injury, any loss of profits or any loss of income, suffered by you arising out of or in connection with your Subscription and any related services provided by us, whether arising in contract, tort (including negligence), statute, or otherwise. You hereby indemnify and hold harmless us and our officers, employees and agents from and against any liability, loss, damage, costs and expense (including, without limitation, legal expenses on a full indemnity basis) and penalties incurred or suffered by any of them arising out of any act of fraud or wilful misconduct, or negligence, by or on behalf of, you.

General
These Terms are governed by the laws of New South Wales. We and you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales. If any provision of these Terms is found to be unenforceable under New South Wales law, this will not affect the remainder of the provisions of these Terms, which will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not restrict us from enforcing that right or provision now or in future. We may transfer our rights and/or responsibilities under these Terms at any time to a third party without prior notice to you or your consent, if we sell our business or are acquired by a third party or in the event of a corporate restructure. We may change these Terms at any time. Notice of changes and their effective date will be published on the Website and notified to you by email. If the changes are material and have a negative impact on you and you do not agree to these changes, you may cancel your Subscription in writing within 14 days of us notifying you of the changes. If you cancel your Subscription, we will provide you with a pro-rated refund of your Subscription Fees. If you fail to cancel your Subscription within the 14-day period, you will be deemed to have agreed to the changes and the Terms as amended will apply to your Subscription. All renewals of Subscriptions will be on our then current Terms as at the date the new Subscription Period commences. Your use of the Website is governed by our Website Terms of Use available which are separate from these Subscription Terms.

Definitions
Membership Packages means the various Subscription options as further described on our Website. Subscription Fees means the yearly fees applicable to our various Membership Packages. Website means the Director Institute website available at www.directorinstitute.com.au