MEM TRAINING SERVICES SCHEDULE

The following terms and conditions apply when Weld Australia ABN 63 003 696 526 (Weld) provides MEM Training Services to its customers (Customer, you).

The terms and conditions set out in this document (MEM Training Services Schedule) are in addition to Weld’s General Terms and Conditions available at https://weldaustralia.com.au/general-terms-and-conditions/ (GTC). If there is any inconsistency between the GTCs and this MEM Training Schedule, the latter prevail over the former to the extent necessary to resolve the inconsistency.

All capitalised terms have the meaning given to them in the GTC unless otherwise defined in this document.

1. Deliverables
1.1. Weld grants you a Licence to the Training Materials for the Licence Term and will supply to you the Services to support and maintain the Training Materials during the Licence Term (Deliverables).

2. Licence Term and Subscription Period
2.1. The Licence commences on the commencement date specified in the Order and unless terminated earlier in accordance with its terms, will continue for the licence term specified in the Order and will automatically renew for any renewal term specified in the Order unless you give Weld at least 60 days’ written notice before the end of the then-current term that you do not wish to renew (Licence Term).
2.2. Each Authorised User Subscription commences on the date on which the Authorised User first accesses the Training Materials and unless terminated earlier in accordance with the Contract, will continue for a period of 12 months from the date an Authorised User first accesses the Training Materials (Subscription Period). An Authorised User’s Access Code will automatically expire at the end of the Subscription Period, whether or not that user has completed all MEM Training Units included in their Subscription.

3. Licence and Authorised User Subscription
3.1. Licence and Subscription. Weld grants you (Licence):
(a) a personal, non-exclusive and non-transferable license during the Licence Term to view, use, download, and assess the Training Materials for compliance with the Training Packages; and
(b) a right to grant students and teachers (Authorised Users) a personal, non-exclusive and non-transferable licence during one or more Subscription Periods to:
(i) view and use the Instructional Videos; and
(ii) view, use, download and print the Student Resources (teachers may print Student Resources only for students who are Authorised Users),
for the Permitted Purpose in accordance with, and subject to, the Contract (Authorised User Subscription).
3.2. Services. Weld will supply the Services to support and maintain the Training Materials during the Licence Term. However, Weld does not warrant that access to, or use of the Training Materials will be uninterrupted or error-free.
3.3. Access Codes. Each of your Authorised Users will be issued with a unique access code to enable them to access the Training Materials (Access Code). For the ‘as-a-service’ Deployment Option, Weld will issue the Access Codes to you for each of your Authorised Users. For the ‘on-premise’ Deployment Option, you are responsible for issuing Access Codes to each of your Authorised Users. In both cases, you are responsible for ensuring that each Authorised User keeps its Access Code secure and confidential and only uses that Access Code to access the Training Materials in accordance with the Contract.
3.4. Suspension. Without limiting Weld’s rights under the Contract, in the event that Weld believes there is a threat to the integrity or security of the Training Materials or User Data, or a material breach of the Contract by you or any of your Authorised Users, Weld may suspend you and/or one or more of your Authorised Users’ access to the Training Materials immediately and without prior notice. Weld will promptly notify you of such suspension and provide details of the threat or breach, together with remedial action to be taken by Weld, you and/or your Authorised Users (as applicable) to resolve the threat or remedy the breach. Weld will reinstate your and its affected Authorised Users’ access to the Training Materials as soon as practicable, provided that the threat or breach has been resolved or remedied to the satisfaction of Weld.
3.5. Changes. Weld reserves the right to modify the Training Materials, Services and manner of delivery during the Licence Term (Change), provided that:
(a) any Change shall be in accordance with all applicable laws (including Data Protection Laws);
(b) Weld shall notify you in writing at least 60 days in advance of any Change that would: (i) materially reduce the functionality, performance, availability or security of the Training Materials or User Data; or (ii) materially adversely change you or your Authorised Users’ contractual rights or obligations (each a Notifiable Change); and
(c) if you do not approve of the Notifiable Change, it may by written notice to Weld, terminate the Contract during the notice period and this shall be your sole remedy in relation to the Notifiable Change and early termination of the Contract.
3.6. Third Party Service Providers. You acknowledge and agree that Weld may use third party service providers in addition to its own resources to develop, support, maintain and host the Training Materials, store and process User Data and deliver the Services provided that Weld is responsible for ensuring that its third party service providers comply with terms of the Contract, including but not limited to the protection of User Data.

4. Fees and payment
4.1. Fees. For each Subscription Period in which an Authorised Users is Enrolled in a MEM Training Unit, you must pay Weld the applicable Unit Rate for that unit (Fee). There is no Fee payable for Authorised Users who are teachers of the applicable MEM Training Unit. The Subscription Fees will be invoiced by Weld to you as follows:
(a) for the ‘on-premise’ Deployment Option, Fees will be invoiced at the end of each agreed billing period specified in the Order based on the number of Authorised Users (excluding teachers) that have accessed the Training Materials in that term; and
(b) for the ‘as-a-service’ Deployment Options, Fees will be invoiced when Access Codes are requested by you and must be paid prior to Access Codes being supplied by Weld.
4.2. Fee increases. Weld may increase the Fees on each anniversary of the Contract commencement, provided that such increase shall not exceed the greater of 5% or CPI (All Indexes).

5. Customer obligations
5.1. Authorised Users. You are solely responsible for:
(a) notifying Weld of all new Authorised Users and any suspension and/or removal of existing Authorised Users’ access rights;
(b) the acts and omissions of any person who accesses the Training Materials using the usernames and passwords issued to your Authorised Users, including any use or disclosure of User Data; and
(c) ensuring that Authorised Users comply with the Contract and a breach of the Contract by an Authorised User will constitute a breach by you;
(a) delivering the Training Materials to your Authorised Users; and
(b) assessing whether the Training Materials meet your Authorised Users’ requirements.
5.2. Content. Weld will use reasonable commercial endeavours to ensure that the Training Materials comply with the Training Packages. You acknowledge that Weld:
(a) does not warrant or guarantee that the Training Materials will comply with the Training Packages;
(b) is not a registered training organisation with the Australian Skills Quality Authority and accordingly, Weld is not authorised to issue qualifications or statements of attainment to Authorised Users who use the Training Materials to complete MEM Training Units; and
(c) does not warrant or guarantee that Authorised Users who use the Training Materials to complete MEM Training Units will be issued with qualifications or statements of attainment by a registered training organisation or similar body.
5.3. Compliance with laws. You are responsible for ensuring that its use of the Training Materials and Services complies with all laws and regulations applicable to your business, including all applicable Data Protection Laws.
5.4. Prohibited activities. Except as expressly authorised under the Contract, you shall not and shall not permit your Authorised Users or any other person to:
(a) manipulate, modify, reverse engineer, decompile or create derivative works of the Training Materials;
(b) sell, transfer, loan, reproduce, broadcast, publish or grant any interest in the Training Materials to any third party or allow any third party to access the Training Materials;
(c) use or otherwise exploit the Training Materials for commercial purposes or resale; or
(d) engage in data scraping, hacking or any attempt (knowingly or otherwise) to restrict, inhibit, compromise the integrity of, interfere with, disrupt or cause a performance degradation to the Training Materials, Weld’s systems or any other Weld customer.
(e) If you utilise third party service providers to support Customer Systems, you may grant those third party service providers access to the Training Materials solely for the purpose of performing its support obligations for you. You are responsible for ensuring that its third party service providers comply with the terms of the Contract and any failure by a third party service provider to comply will be deemed a breach of the Contract by you.

6. Definitions
Access Code has the meaning given to that term in clause 3.3.
Authorised Users has the meaning given to that term in clause 3.1(b).
Authorised User Subscription has the meaning given to that term in clause 3.1(b).
Deployment Option means the deployment option selected by you in the Order, being either on-premise or as-a-service.
Enroll means, in respect to a MEM Training Unit, the granting of an Access Code to a student to enable that student to access the Training Material for that unit.
Instructional Videos means, for each MEM Training Unit, the instructional videos supplied by Weld for that training unit.
Licence has the meaning given to that term in clause 3.1.
MEM Training Units means the MEM training units of competency developed by Weld which align with Training Packages and which are described at https://weldaustralia.com.au/mem-resources/
Permitted Purpose means the purpose of providing or receiving welding training to enable Enrolled students to complete one or more MEM Training Units.
Services means the maintenance and support services supplied by Weld as part of your Subscription and described in Schedule 1.
Subscription means, for a Subscription Period and an Authorised User, the MEM Training Units that user has Enrolled in for that Subscription Period.
Subscription Period has the meaning given to that term in clause 2.2.
Student Resources means, for each MEM Training Unit, the digital resources supplied by Weld which support the Instructional Videos for that training unit.
Training Materials means the Instructional Videos and Student Resources.
Training Packages means the Packages for VET Accredited Courses issued under the National Vocational Education and Training Regulator Act 2011, as amended from time to time.
User Data means personal information which you provide to Weld to enable Weld to Enrol students. User Data forms part of Customer Data.
Unit Rate means, for each MEM Training Unit, the rate specified for that unit in the Order, as amended from time to time in accordance with clause 4.2.