1.1 Gradient Institute offers Training Services in the field of ethics and artificial intelligence.
1.2 These are the terms and conditions of a legal Agreement between Gradient Institute (Gradient Institute, we, us, our) and the person (referred to as Registrant, you, your) who registers to receive Training Services.
1.3 This Agreement describes the terms and conditions governing your:
○ participation in the educational course (Training Services) offered by Gradient Institute; and
○ access to and use of certain software (Training Software) which may be distributed to you, the Registrant
1.4 Registrant is responsible for carefully reading all terms and conditions of this Agreement before clicking “accept,” or otherwise registering to receive any Training Services or paying any registration fee or accessing the Training Services or using the Training Software.
1.5 By registering to receive the Training Services or receiving the Training Services, you confirm that you have read and accepted this Agreement in its entirety. Notwithstanding any different or additional terms which you may reference or provide, Gradient Institute’s offer or acceptance to enter into an agreement with the Registrant with respect to the Training Software or the Training Services is expressly limited to the terms of this Agreement and conditional upon your consent to this Agreement.
1.6 The Training Services and the Training Software are made available by Gradient Institute Limited (ABN: 29 631 761 469). You can contact us at:
2. Agreement to Provide Training Services
2.1 Gradient Institute agrees to provide the Training Services to the Registrant in accordance with the description on our Site at the times and locations specified in the Order Form and otherwise in accordance with this Agreement.
2.2 Gradient Institute warrants that the Training Services will be provided:
a. in a lecture and tutorial style to multiple recipients simultaneously (not one-on-one);
b. in a professional, efficient, diligent, and competent manner; and
c. using content which is consistent with and relevant to the description of the particular Training Services on our Site.
If Training Services are provided face to face at a physical venue nominated by Gradient Institute, then the Registrant:
a. must comply with all reasonable and lawful directions of Gradient Institute when they are present at the venue; and
b. must comply with any applicable policies and procedures notified to the Registrant.
2.4 If Training Services are provided over the internet or by other remote communications, then the Registrant:
a. is solely responsible to organise their own internet connection, hardware and software; and
b. must comply with any applicable policies and procedures notified to the Registrant.
2.5 In some cases, the Registrant may be required to provide their own materials (for instance, their own laptop computer) to participate in the Training Services. If that is a requirement it will be specified in the description of the Training Services on our Site or otherwise advised to you.
3.1 This Agreement becomes effective from the time you register for the Training Services and continues in effect until the Training Services have been delivered or until this Agreement is otherwise terminated in accordance with its terms.
4. Registration and Payment for Training Services
4.1 The Registrant must pay Gradient Institute the Fees when you register to receive Training Services.
4.2 We may use the services of one or more third-party online platforms for ticketing and event confirmation and for the collection of our Fees. In all cases, your use of those third-party platforms will be in accordance with and subject to, their own terms and conditions.
4.3 Gradient Institute reserves the right to cancel, postpone or otherwise change any aspect of the Training Services at any time and for any reason provided that if we do so, we will use reasonable efforts to promptly notify you if there is:
a. a change of venue, date or time; or
b. a substantial change to the content offered within the Training Services.
4.4 In the event of cancellation or postponement of the Training Services by Gradient Institute, the Registrant’s sole remedy (in the discretion of Gradient Institute) is:
a. to register for another Training Services at another time; or
b. to receive a refund of Fees actually paid to Gradient Institute for the Training Services.
4.5 In the event that a Registrant becomes aware that they are unable to attend Training Services for any reason (not attributable to Gradient Institute), then the following applies:
a. If Registrant gives written notification to Gradient Institute more than 14 days before the first day of the Training Services, then, at the election of Registrant:
b. Gradient Institute will refund the Fees for the missed Training Services in full to Registrant; or
c. Registrants may transfer registration to a third party who is employed by the same entity as the Registrant, and that third party may attend in lieu of the Registrant.
d. If Registrant gives written notification to Gradient Institute 14 days (or less) before the first day of the Training Services:
e. Registrant may transfer registration to a third party who is employed by the same entity as the Registrant, and that third party may attend in lieu of the Registrant (subject to notifying Gradient Institute of their name and other relevant details); and
f. No refund of the Fees will be payable by Gradient Institute.
5. Background Intellectual Property Rights
5.1 The Parties to this Agreement mutually agree that:
a. Registrant shall own all of Registrant’s Background Intellectual Property Rights and any enhancements, modifications and/or derivatives thereto;
b. Gradient Institute shall own all Gradient Institute’s Background Intellectual Property Rights and any enhancements, modifications and/or derivatives thereto;
c. each Party grants to the other a non-exclusive licence of its Background Intellectual Property Rights to the limited extent they are required, and solely for the purpose of, performing and participating in the Training Services during the term of this Agreement; and
d. It is the sole responsibility of the Registrant as to whether, and on what terms they share their Background Intellectual Property Rights with any third party (including another registrant in the Training Services).
5.2 Gradient Institute retains copyright in all Training Materials supplied to the Registrant. No licence or permission is granted to the Registrant to allow copying or distribution of those Training Materials at any time by any means and in any media. Unless it has obtained the prior written consent of Gradient Institute, Registrant must not, directly or indirectly (i) communicate or otherwise disclose or distribute copies of the Training Materials to any third party or (ii) sell, licence, rent, transfer or otherwise make available or distribute the Training Materials (or any extract or part thereof) or (iii) otherwise make the Training Materials available for commercial gain to any third party.
6. Foreground Intellectual Property Rights
6.1 The ownership of any Gradient Foreground Intellectual Property Rights will vest on creation in Gradient Institute. Gradient Institute retains the exclusive right to exploit (including, without limitation for education, research and commercial purposes), without obligation to account to the Copyright © Gradient Institute 2020 Registrant, any and all rights, title, and interest in Gradient Foreground Intellectual Property Rights, in its absolute and unfettered discretion.
6.2 The ownership of any Registrant Foreground Intellectual Property Rights will vest on creation in Registrant. Registrant grants to Gradient Institute a non-exclusive licence of its Registrant Foreground Intellectual Property Rights to the limited extent they are required, and solely for the purpose of delivering Training Services during the term of this Agreement.
7. Software Licences
7.1 Subject to clauses 6.2, and 6.3, Gradient Institute grants to Registrant a royalty-free, non-exclusive, non-transferable, worldwide license, to use, modify, and reproduce, for Registrant’s personal use only, the Training Software which is supplied to Registrant in conjunction with the Training Services. The term of that license is limited to one calendar year, commencing on the date of supply to the Registrant. All use and testing of the Training Software is entirely at your own risk and therefore we strongly recommend that you comply with any instructions or documentation provided by Gradient Institute. You acknowledge and accept that, in all cases Training Software:
a. is to be used strictly for the limited purpose of training and in a controlled environment; and
b. is not designed or intended for commercial application or for any application where damage or loss of any type (whether financial, personal or property) could occur.
7.2 The Parties acknowledge that the Training Software may include the provision of software which forms part of Gradient Institute’s Background Intellectual Property Rights or Gradient Foreground Intellectual Property Rights or may include third party software. In all cases where software is made available to or by Gradient Institute under an open-source license the Parties agree that the software provided to the Registrant under this Agreement will be subject to the same open-source licence. Registrant acknowledges that where software is provided under an open-source license, Gradient Institute retains the right to make the software publicly available.
7.3 The Registrant acknowledges that the Training Software may contain third-party materials (including open-source software) and the Registrant is responsible for ensuring that they have sufficient rights to copy or re-distribute such third-party materials before doing so. Gradient Institute disclaims any responsibility or liability for any patent or copyright infringement and does not provide any indemnity in respect of any third party (including open source) software contained in the Training Software.
8. Registrant’s General Obligations
8.1 Some of the Training Services may allow for a Registrant to use their own software or data as an aid to learning. In the event that you utilise or introduce any data or software (whether in object code or source code) for use during the Training Services, you warrant to Gradient Institute that:
a. you own or control that data or software and you have obtained all necessary consents to use and share that data or software;
b. use of that data or software will not infringe intellectual property rights of any third party or any applicable privacy laws; and you indemnify Gradient Institute against any liability, claim or loss arising from the use of that data or software during the delivery of the Training Services.
8.2 Subject to clause 1.1(b), registration for Training Services is not transferable. The Registrant may not assign, sub-contract, or transfer, any of their rights or obligations under this Agreement to any person without the prior consent in writing of Gradient Institute.
8.3 Photography or video or sound recording of the Training Services is not permitted without the prior written consent of Gradient Institute.
9. Registrant’s Specific Obligations
9.1 Some Training Services may be delivered face to face. It is your sole responsibility to attend the Training Services at the venue, date or time advised by us and to bring any required materials. Some Training Services may be delivered on the internet. In that case, it is your sole responsibility to attend the Training Services at the date or time advised by us and to bring any required materials and ensure you have appropriate hardware and internet resources available to you.
9.2 Subject to clause 1.1(a), if you fail to attend the Training Services for any reason (for which we are not responsible) or if you fail to bring required materials then we are under no obligation to refund Fees paid by you, offer you the opportunity to re-register, or offer you any compensation whatsoever.
9.3 Some Training Services may describe a requirement that the Registrant must (or should) satisfy certain prerequisites in order to receive the benefit of the Training Services. Examples of such prerequisites could include (without limitation): completion of specified tasks before receiving the Training Services (pre-work); possession of formal or informal technical qualifications; or prior experience in a field of technology. In all cases where a prerequisite is described, it is your sole responsibility to comply with the prerequisite. If you fail to comply with the prerequisite for any reason (for which we are not responsible) then you may not receive the benefit of the Training Services and we are under no obligation to refund Fees paid by you, offer you the opportunity to re-register or offer you any compensation whatsoever.
10.2 You must not provide or utilise or share Personal Information of any third party during the course of the Training Services unless you have received all necessary consent and authority to share that Personal Information and you notify us of that fact and give us the opportunity to decline.
11. Publications and Feedback
11.1 Gradient Institute may publish research outcomes derived in whole or in part from the performance of the Training Services and will not publish Registrant’s Personal Information or Confidential Information unless it has obtained Registrant’s consent.
11.2 Gradient Institute welcomes feedback, suggestions and testimonials (Feedback) on how the Training Services and the Training Materials could be improved or if they meet with your approval. In the event that you provide Feedback to us, you grant to Gradient Institute a perpetual, irrevocable licence to use and implement that Feedback in any manner, including to promote or improve Gradient Institute and the services offered by Gradient Institute. We would always request your consent before we associated your name with any Feedback which we use for promotion.
11.3 It is possible that your image may be captured in photographs taken by or on behalf of Gradient Institute during the delivery of the Training Services and in that event you consent to use of your image by Gradient Institute for strictly limited promotional purposes associated with the Training Services. You may at any time decline to be photographed or ask us not to use a specific photograph or any photograph of you.
12. Limitation of Liability
12.1 The Registrant acknowledges and accepts that all Training Services, Training Materials and software provided by Gradient Institute to Registrant are provided “as-is” and without any representation or warranty, express or implied, subject to clause 11.6.
12.2 Gradient Institute excludes, to the extent permitted by law, all terms, conditions, warranties and guarantees which might be implied into this Agreement. Registrant does not rely on any representation, warranty or other provision made by Gradient Institute (or on its behalf) which is
not expressly stated in this Agreement.
12.3 Gradient Institute does not warrant or make any representations regarding the Training Services, use or efficacy of Training Materials and Training Software or the results of their use in terms of correctness, accuracy, reliability, or otherwise. You must use your own independent judgement and take sole responsibility for the implementation (or not) of any knowledge, techniques or resources derived by you from the Training Services.
12.4 In no event will Gradient Institute be liable for any loss which does not arise naturally (that is, according to the usual course of things), 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, however such loss arises, whether for breach of contract, breach of statute, or in tort, even if we have been previously advised of the possibility of such damage. Further, liability for such damage shall be excluded, even if the exclusive remedies provided for in this Agreement fail in their essential purpose.
12.5 Subject to clause 11.6the total aggregate liability of Gradient Institute for any loss suffered by the Registrant arising under this Agreement is limited to the amount of the Fees paid to and actually received by Gradient Institute by Registrant.
12.6 Certain statutes, rules and regulations in Australia may grant certain non-excludable warranties, guarantees or conditions. To the extent such warranties, guarantees or conditions are not permitted to be excluded, Gradient Institute’s liability for breach of such warranties, guarantees or conditions and the Registrant’s sole and exclusive remedy shall be limited to:
a. in the case of goods, at Gradient Institute’s option, (i) the replacement or repair of the goods or the supply of equivalent goods; or (ii) the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods; and
b. in the case of services, at Gradient Institute’s option, (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.
13. General Provisions
13.1 If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
13.2 This Agreement:
a. is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement; and
b. supersedes any prior agreement or understanding or anything connected with that subject matter.
13.3 Clauses 7, 9, 10, 11, and 12 survive termination of this Agreement.
13.4 An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.
13.5 Failure to delay or exercise a power or right by Gradient Institute does not operate as a waiver of that power or right.
13.6 The relationship between the Parties is that of independent contractors. Unless expressly stated otherwise, the Parties are not partners, joint venturers or principal and agent and neither Party will make any representations on behalf of the other Party.
13.7 This Agreement will be governed by and construed in accordance with the laws in force in the State of New South Wales and each Party submits to the non-exclusive jurisdiction of the courts of that State.
14. Definition and Interpretation
14.1 In this Agreement:
Agreement means these Terms and Conditions, and the terms of the online Order Form or Registration Form which is directly related to the Training Services.
Background Intellectual Property Rights means Intellectual Property Rights which were in existence prior to the effective date of this Agreement or were developed by a Party independent of the other Party and outside the scope of this Agreement.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.
Claim means any claim, demand, legal proceedings or cause of action including any claim, demand or legal proceedings:
a. based in contract (including breach of warranty);
b. based in tort (including misrepresentation or negligence);
c. under common law or in equity; or
d. arising from a breach of warranty, representation, covenant under, or term of, this Agreement.
Confidential Information means all Information belonging or relating to a Party to this Agreement, whether oral, graphic, electronic, written or in any other form, that is:
a. or should reasonably be regarded as, confidential to the Party to whom it belongs or relates;
b. not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement.
Corporations Act means the Corporations Act 2001 (Cth);
Fees means the fees payable to Gradient Institute described in the Order Form, in respect of the Training Services. Unless otherwise stated, fees are exclusive of GST.
Gradient Foreground Intellectual Property Rights means Intellectual Property Rights created by Gradient Institute whether alone or jointly with the Registrant during the performance of the Training Services.
Information means any information, whether oral, graphic, electronic, written or in any other form, including:
a. forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know how, designs, plans, photographs, software (source or object code), business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;
b. copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
c. samples or specimens (if any) disclosed either before or after execution of this Agreement.
d. Intellectual Property Rights means:
e. all existing and future rights to intellectual property including without limitation any patent, trademark (whether registered or common law trademark), design, copyright, and any corresponding property rights under the laws of any jurisdiction; and
f. any rights in respect of an invention, improvement, discovery, trade secret, secret process,
know-how, concept, data or formula.
Order Form means the order form accessible via our Site (or another website, if we engage a third party to provide ticketing services in accordance with clause 3.2) which enables the Registrant to register and pay for Training Services.
Party means either or both of Gradient Institute and Registrant, as the context requires.
Personal Information has the same meaning as the definition in the Privacy Act 1988 (Cth)
Registrant means the person who has registered to receive the Training Services which are the subject of this Agreement.
Registrant Foreground Intellectual Property Rights means Intellectual Property Rights created by Registrant during the performance of the Training Services (but it does not include Intellectual Property Rights created by Registrant jointly with Gradient Institute).
Site means the website operated by Gradient Institute which contains descriptions of the Training Services and the ability for you to register.
Term means the term of this Agreement as set out in clause 2.
Training Materials means documentation, presentation slides and Training Software and datasets provided to the Registrant for use in conjunction with the Training Services.
Training Services means the training services described in the Order Form and/or on our Site.
Training Software means software which is distributed by Gradient Institute for use by Registrant in conjunction with the Training Services.
14.2 In this Agreement, unless the contrary intention appears:
a) headings are for ease of reference only and do not affect the meaning of this Agreement;
b) the singular includes the plural and vice versa and words importing a gender include other genders;
c) other grammatical forms of defined words or expressions have corresponding meanings;
d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures;
e) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
f) a reference to ‘A$’, ‘$A’, ‘dollar’ or ‘$’ is a reference to Australian currency;
g) words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
h) the meaning of general words is not limited by specific examples introduced by including, for example or similar expression; and
i) words and expressions defined in the Corporations Act as at the date.