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:

1. Obtain PII approved by the Administrator within a time determined by the Administrator.
2. Be of good character before and after appointment.
3. 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 TM appointment.
4. 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.
5. 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.
6. If required, provide the Administrator with such permission, consent and authority which the Administrator considers necessary to confirm the TM has the necessary technical, financial and other resources needed to fulfil their obligations pursuant to these terms and conditions.
7. 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.
8. 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.
9. 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.
10. Ensure that all AP’s appointed by them satisfy the selection and operating criteria required by the Administrator.
11. Not deliberately take action which could be deemed poaching on or infringing the rights, including Territorial rights, of any other TM’s, AP’s or their AP’s clients.
12. Only acquire Credits and IP’s from the Administrator and not from any other party or source.
13. 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.
14. 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.
15. Comply with the Code of Conduct and Confidential Information provisions set by the Administrator in these Terms and Conditions or any other location designated by the Administrator.
16. Make cleared payments to the Administrator for all Credits and IP’s purchase by the TM from the Administrator within Nninety (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.
17. Immediately it has negotiated an IP with a proposed IPH it shall provide the Administrator with full details of the location and number of the proposed IPH’s employees and contractors and request the Administrator provide a Territory Definition for the proposed IP.
18. When a Territory Definition is provided by the Administrator in accordance with condition 17 above the TM or AP shall immediately advise the proposed IPH of the Territory Definition.

All agreements entered into between a TM and an AP or between an AP, CL or IPH or any other party relating to shcBOND Products shall not contain provisions that contradict or conflict with any of these Terms and Conditions without the written consent of the Administrator.

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 or IP’s but is not entitled to do so unless at all times during which the corporation, partnership or trust holds Credits or IP’s for sale or has distributed Credits which are still active or IP’s which give IP rights, the corporation, partnership or trust has at least one member or permanent employee who is accredited as an AP.

A TM shall use reasonable endeavours in finding and accrediting AP’s in accordance with these Terms and Conditions and shall do all things reasonably necessary to sell Credits and IP’s 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:

1. Obtain PII approved by the Administrator within a time determined by the Administrator.
2. 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.
3. Pay for all reasonable costs associated with their initial and continuing accreditation.
4. Do all things that are required and necessary to ensure that a CL or IPH uses an shcBOND Product in accordance with the directions that are set out on the shcBOND WEB site and shcBOND Reports.
5. Be of good character before and after accreditation.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. Comply with any restrictions set by their TM as to: the area within which they are entitled to sell Credits and IP’s; the party or parties to whom they can sell Credits and IP’s; and the number of Credits and IP’s they can sell.
14. Only acquire Credits and IP’s from their TM and not from any other party unless approved in writing by the Administrator.
15. Provide continuing on time support and assistance to CL’s and IPH’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.
16. If the AP is a corporation, partnership or trust engaged by a TM to sell Credits or IP’s, have at least one member or permanent employee of that corporation, partnership or trust accredited as an AP.
17. Not do anything to cause a CL or IPH 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.
18. 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.
19. Input a potential CL’s or IPH’s profile into the shcBOND System as required on the shcBOND WEB site. The AP shall not accept any payment for a Credit or IP from that CL or IPH until the CL or IPH has accepted the terms applicable to the use of the Credit or IPH’s as set out in the email sent to the CL or IPH when the profile has been input.
20. 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.
21. At all times use reasonable efforts to sell Credits and IP’s to CL’s and IPH’s.
22. Comply with the Code of Conduct and Confidential Information provisions set by the Administrator and in these Terms and Conditions.
23. 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.
24. Immediately it has negotiated an IP with a proposed IPH it shall provide the Administrator with full details of the location and number of the proposed IPH’s employees and contractors and request the Administrator provide a Territory Definition for the proposed IP.
25. When a Territory Definition is provided by the Administrator in accordance with condition 24 above the TM or AP shall immediately advise the proposed IPH of the Territory Definition.

AP’s shall have the right to sell Credits to CL’s and IP’s to IPH’s where those credits or IP’s may be used by the CL or IPH 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 and IPH’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:

1. Not sell or transfer any unused Credits to any other party.
2. Comply strictly with any direction given to it by its TM or 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 site.
3. 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 shcBOND Reports 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.
4. 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.
5. 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.
6. 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 the 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, or that any defects will be corrected or that the Administrator or the server which stores and transmits content to the CL or any person authorised by it to receive such information 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.

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

The IPH shall:

1. Have no right to transfer any interest in an IP to any other party without the consent of the Administrator.
2. Have the right to use the CI or any one or more of the Inventories in the CI for any or all of its employees or contractors during the IP Period so long as the employees or contractors employment or engagement is within the Territory allocated by the Administrator at the time the IP is purchased.
3. On the date it advises the TM or AP of its desire to purchase an IP notify the TM or AP who is to sell them the IP, the location and number of all of its employees and contractors who will use any of the Inventories so that the Administrator can determine an appropriate definition of the Territory for which the IP can be used.
4. On the date the sale of an IP is approved by the Administrator pay to the TM or AP who sells you the IP such sum as the TM’s and AP’s advise is payable for an IP.
5. Activate the acceptance button incorporated in the email that it receives from the Administrator after the TM or AP from which an IP is purchased has completed the IPH’s profile as required pursuant to these rules and regulations.  This action need only be taken once during the IP Period.
6. Not pay the TM or AP from which an IP is purchased for any IP until it has received the email referred to in clause 4 above.
7. During the IP Period, if there is any increase in the number of the IPH’s employees and contractors in the Territory or any expansion of the Territory, made with the consent of the Administrator, which exceeds 20 percent (20%) of the number of employees and contractors allowed when the IP was purchased, notify the TM or AP from whom the IP has been purchased of the increase and shall be liable to pay the TM or AP a sum equal to the difference between the fee paid at the commencement of the IP and that which would have been payable if the number of employees and contractors had included the additional employees and contractors taking into account the number of days left in the IP period.  The additional fee shall be calculated as follows: New fee calculated for increase less the fee already paid x days left in the IP Period/365.
8. Not sell or transfer any IP rights to any other party.
9. Not be entitled to cancel the IP after the date it is purchased and not be entitled to any refund or credit of all or any part of the fee paid if the IP is not used during any of the IP Period
10. Not use the IP for any employee or contractor who does not satisfy the requirements of the Territory Definition.
11. Comply strictly with any direction given to it by its TM or 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 site.
12. 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 IPH complies with those directions, the IPH absolutely and irrevocably indemnifies the Administrator and any TM or AP against any claim for loss or damage made by any party, including the IPH, arising out of the acquisition, use or misuse of an shcBOND Product.
13. Ensure that any person engaged by the IPH, 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 IPH 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 an employee or contractor of the IPH or any person authorised by it to access a created survey or report generated by the shcBOND System, will be uninterrupted or error-free, or that any defects will be corrected or that the Administrator or the server which stores and transmits content to the IPH or any person authorised by it to receive such information are free of viruses or any other harmful components.

The IPH acknowledges that the Administrator does not warrant or make any representation to the IPH or any employee or contractor engaged by the IPH or any person authorised by the IPH regarding access to, or the results of any 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 IPH 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 IPH expressly acknowledges and agrees that the Administrator does not exert any 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 IPH acknowledges IP’s are deemed to be purchased at the request for and IP.  A request for an IP is made by prospective IPH’s using either the ‘Request IP Button’ on the shcBOND System, or by making an email request to IPRequest@shcbond.com the required details of employees and contractors location and number, or by making a verbal request to the Administrator, a TM or AP. Once a request for IP has been made, a log of the request will be created on the shcBOND system and an invoice will be generated.

All IP’s will automatically renew at the end of 12 calendar months after the initial date of acquisition or date of renewal of the IP has expired, unless 30 days prior to the end of a 12 calendar months period the IPH notifies the Administrator by email or in writing that the IPH will not be renewing the IP.  Any automatic renewal will be for a period of 12 calendar months.

The IPH acknowledges that access to and use of any shcBOND Product and shcBOND System is only effective until legally terminated by the Administrator and the Administrator may terminate that access and use without notice. In the event of termination, the IPH or any person authorised by the IPH 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 IPH and all the Administrator disclaimers and limitations of liability set out in the Terms and Conditions will survive and continue to apply.

General Terms and Conditions applicable to TM’s, AP’s, CL’s and IPH’s where appropriate:

1. No Goodwill in the shcBOND Products shall attach to any business established or conducted by a TM or AP for the sale of Credits or IP’s.
2. The Administrator relies on the continued observance of these Terms and Conditions by the TM’s, AP’s, CL’s and IPH’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’s, AP’s, CL’s and IPH’s shall indemnify The Administrator for those losses, damages and costs.
3. 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 misuse of the shcBOND Products or use for purposes for which the products were not designed.
4. 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 or IP’s 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.
5. Credits and IP’s shall not be considered an asset of a TM, AP, CL or IPH. In the event of transfer of ownership by a party holding Credits or an IP, use of the Credits or IP will be subject to approval by the Administrator and considered as a paid-up right to use the shcBOND System.
6. The Administrator shall have right to require a TM and AP to pay a fee for their appointment or accreditation.
7. The TM’s, AP’s, CL’s and IPH’s hereby irrevocably indemnify the Administrator against any claims for loss or damage caused by any party, including the TM, AP, CL or IPH, arising from that party’s use or misuse of an shcBOND System or shcBOND Product or arising out of the TM’s, AP’s, CL’s or IPH’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.
8. 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, CL’s or IPH’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.
9. TM’s, AP’s, CL’s and IPH’s 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 or IP by a CL or IPH.
10. 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.
11. 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.
12. 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.
13. 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, CL and IPH, 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.
14. 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.
15. 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.
16. It is acknowledged by all TM’s, AP’s, CL’s and IPH’s that all CL and IPH’s have the absolute right to purchase Credits and IP’s from any TM or AP they choose from time to time, but once a Credit or IP is purchased they must interact with the TM or AP from whom they have purchased the Credit or IP unless otherwise allowed by the Terms and Conditions. CL’s and IPH’s may purchase and hold Credits and IP’s from multiple TM’s and AP’s at the same time.
17. All agreements entered into between a TM’s and AP’s or between TM’s, AP’s, CL’s and IPH’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.