1. Welcome to the Private Business Academy website.

1.1 These Terms of Use were last updated on 27 September 2023.

1.2 In these terms of use, “PwC”, “we”, “us” and “our” means PricewaterhouseCoopers a partnership (ABN 52 780 433 757), whose registered office is at Tower One, International Towers Sydney, Level 17, 100 Barangaroo Avenue, NSW 2000. “You”, “your” and similar expressions refers to the individual, corporate, trust, partnership or other entity (and any of their related bodies corporate) agreeing to use the Private Business Academy website available at https://privatebusinessacademy.pwc.com.au/ and https://register.privatebusinessacademy.pwc.com.au/register (“the Private Business Academy Website”) for the purpose of registering to attend or use any workshop, live or recorded webinar, or other e-Learning course or event offered on the Private Business Academy Website (individually or together “Training”).Unless you enter into a separate agreement in writing with PwC, your use of the Private Business Academy Website and the Training are governed by these Private Business Academy Terms of Use (“Terms of Use”).

1.3 The Private Business Academy Website includes third party functionality and content provided by Go1 Pty Limited, its licensors and affiliates (“Go 1”). In addition to these Terms of Use, your use of the functionality and content provided by Go1 (“Go1 Content”) are governed by Go1 terms and policies including:

(a) Go1 User Terms at https://privatebusinessacademy.pwc.com.au/terms/user-terms

(b) Go1 Customer Terms https://privatebusinessacademy.pwc.com.au/terms/customer-terms

(c) Go1 Acceptable Use Policy at https://privatebusinessacademy.pwc.com.au/terms/acceptable-use-policy

(d) Go1 Privacy Policy at https://privatebusinessacademy.pwc.com.au/terms/privacy-policy

(together “Go1 Terms”)

1.4 By accessing or using the Private Business Academy Website, you represent that you are authorised to enter into these Terms of Use for the Private Business Academy Website and the Training and you agree that you will comply with these Terms of Use, the Go1 Terms and all applicable laws and regulations.

1.5 As part of your use of the Private Business Academy Website, you may permit your employees, representatives and any person authorised by you (“Invited Users”) to register for or participate in Training, provided that you acknowledge that we may refuse, cancel, or suspend, rights for any person to use the Private Business Academy Website or Training for any reason set out in these Terms of Use. You must ensure that your Invited Users comply with these Terms of Use. You will be liable for the acts and omissions of your Invited Users as if they were your acts or omissions.

1.6 Where the context permits, a reference to “you” and “your” in these terms of use also refers to each of your Invited Users.

2. Private Business Academy Website and Training subscription

2.1 Unless you enter a separate agreement in writing with PwC, in consideration for the performance of your obligations, these Terms of Use apply in relation to any rights we grant to you for a time-limited, non-transferable, non-sublicensable (except as set out in this Agreement) non-exclusive subscription to access and use of the Private Business Academy Website and/or any rights we grant to you to attend or complete Training for your own learning and development needs within Australia:

(a) To request a subscription to use the Private Business Academy:

(b) you, including any Invited User(s), must register an individual email address and password (or other log in details); and

(c) you must provide payment details for any applicable fee(s), including GST via the Private Business Academy Website (unless otherwise agreed).

2.2 We will review your request. We are subject to certain professional and governmental regulatory requirements, including with respect to independence of our audit clients and associated entities or persons. We may need to ask follow-up questions and you agree to provide responses accurately and promptly.

2.3 If your request is approved, you agree that the applicable fee(s) will be charged using your payment details before we grant any rights to you or your Invited Users to access or attend any Training.

2.4 Once your subscription has been approved and your payment has been successfully processed, subject to these terms, you will be granted a 12-month subscription to use the Private Business Academy Website.

2.5 You agree that your subscription will auto-renew for successive 12-month periods at the end of each subscription term unless you terminate in accordance with these Terms of Use, or we provide at least 14 days’ notice that the subscription will not be renewed at the end of the then current subscription term.

2.6 If you purchase annual subscription(s) to use the Private Business Academy Website via credit card or BECS Direct Debit, you agree that the current subscription fee for the subscription renewal will be automatically processed using your payment details. We will notify you by email, or other reasonable manner, at least 14 days before the payment for the automatic renewal is processed. If you do not wish to renew your subscription, you must cancel any recurring card payment instructions, by following the instructions issued to you, to stop being charged for ongoing use of the Private Business Academy Website.

2.7 If you purchase annual subscription(s) to use the Private Business Academy Website via invoice, we will issue an invoice for the automatic renewal. We will notify you by email, or other reasonable manner, at least 14 days before the renewal. If you do not wish to renew your subscription, you must notify PwC by email to privatebusinessacademy@au.pwc.com before the end of the current subscription term.

2.8 You are responsible for ensuring your contact, payment and other details provided remain up-to date. If the payment for an automatic renewal fails, or if you do not pay an invoice by the subscription renewal date, your access to the Private Business Academy Website and Training will be suspended.

2.9 No refunds will be given for paid subscription fee(s), except as set out in these Terms of Use.

2.10 Payment via the Private Business Academy Website is facilitated by our third-party payment service provider, Stripe Payments Australia Pty Ltd or an alternate payment service provider we may engage from time to time (Payment Service Provider). By making payments via the Private Business Academy website you consent to payments being processed by our Payment Service Provider and their global affiliates.

2.11 We may change the fee(s) applicable to any rights to access and use the Private Business Academy Website and Training. If you have recurring credit card payment instructions, we will notify you by email, or other reasonable manner, at least one month before the fee change(s). If you do not agree to the fee change(s), you must notify PwC by email to privatebusinessacademy@au.pwc.com or cancel your payment instructions before the fee change(s) take effect on the renewal date. Any fixed or subscription fee(s) will apply for the relevant fixed or subscription term.

2.12 We may calculate the taxes payable by you based on the information that you provide during the registration process.

2.13 If we issue a discount code for you to use on or before a particular date, each code may only be used once to offset any applicable fee(s) for a single transaction. No additional credit(s) will be issued for any discount code(s) that expire(s) before use.

3. Use of Personal Information

3.1 You will not provide PwC with personal information unless the personal information is required for use of the Private Business Academy Website and Training. In respect of any personal information disclosed to PwC, you confirm you have the necessary authority for PwC to use it, and that individuals have been given necessary information regarding its use.

3.2 You and PwC will comply with privacy legislation, including the Privacy Act 1988 (Cth) and related codes and regulation and subsequent legislation, applicable to any personal information shared in connection with the registration process and/or any other interaction with PwC for use of the Private Business Academy Website and Training.

3.3 You must notify us immediately by email to au_privacy_officer_mbx@pwc.com if you become aware of, or have reason to suspect that, there has been any unauthorised access to or use of the Private Business Academy Website using your log in details.

3.4 You agree that PwC may process any personal information for the purposes of:

(a) registering you and allowing access to the Private Business Academy Website and Training platform;

(b) for any security, quality and risk management activities;

(c) complying with any requirement if law, regulation or a professional body of which it is a member; or

(d) administering and managing the Private Business Academy Website and Training platform.

3.5 Additional information about how PwC uses personal information is set out in PwC’s Privacy Policy at https://www.pwc.com.au/contact-us/privacy-policy.html

3.6 You agree that PwC may transfer personal information shared with it to any of its affiliates or contractors or subcontractors or suppliers in relation to any set of the purposes set out above. Some of these recipients may be located outside the country or territory where the personal information originated, or the individuals are located. Each party may disclose the personal information only where it has a lawful basis to do so and any appropriate contractual or comparable safeguards required by applicable privacy or data protection legislation are in place to protect the personal information being disclosed.

3.7 Subject Non-Excludable Conditions (defined below), you agree that you have sole responsibility for the accuracy and protection of the information (including any personal information) that you or any other person input into the Private Business Academy Website, and any third party websites that are linked from the Private Business Academy Website, and that in no event shall we or our beneficiaries be liable for any loss of any kind (including loss or corruption of your data) arising from any act or omission.

3.8 You must keep your log in details secure and confidential and not disclose or allow anybody else to use those log in details. We may assume that any person accessing or using the Private Business Academy Website using those log in details is you.

3.9 You acknowledge that PwC engages third party licensors, contractors and suppliers, including, but not limited to, other PricewaterhouseCoopers member firms (each of which is a separate and independent legal entity), located in Australia and overseas, to enable us to provide the Private Business Academy Website and Training to you.

3.10 You agree that PwC may transfer information provided to us by you to those third parties, provided they are bound by confidentiality and privacy obligations.

3.11 You agree that PwC may use contact information of you and any Invited Users to send information about PwC services, offers or topics we think you or your Invited users may be interested in. Consent to receiving direct marketing may be withdrawn at any time by either using the unsubscribe facility included in any marketing communication or by contacting us by email to privatebusinessacademy@au.pwc.com.

3.12 We may share your information with our Payment Service Provider for the purpose of processing payments or if we or the Payment Service Provider suspect of know that the payment services are being used or have been used for unauthorised, fraudulent, or illegal purposes. Information related to such activity may be shared with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with PwC’s or the Payment Service Provider’s legal obligations.

3.13 Provided we comply with applicable laws, we may extract or otherwise derive data from information we receive in connection with the Training and combine it with data from other sources, and use the resulting data to develop and improve methodologies, technologies, services, products and offerings and for benchmarking, data analysis and other business purposes, including after we’ve completed our services for you. We may disclose the resulting data to others, provided we don’t breach our obligation above with respect to your confidential information or privacy. Any other PricewaterhouseCoopers firm (its partners, employees, members of its bodies) may do the same, provided they comply with equivalent confidentiality and privacy obligations.

4. Use of Private Business Academy Website

4.1 You acknowledge that we may from time to time, vary, modify, or discontinue (each a “Change””), temporarily or permanently, your use of the Private Business Academy Website and/or Training. We will notify you of any materially adverse Changes (for example by email or by providing a notice on the Private Business Academy Website). Where the Change results in a material adverse impact on your use of the services, you may notify us of such material impact and we will use commercially reasonable efforts to resolve the issue, such as by sourcing similar Training material. If we are unable to resolve the issue, you may terminate your subscription by giving us written notice within 30 days the of Change coming into effect and we may refund any pre-paid subscription fee(s) on a pro-rata basis calculated from the date of termination and/or issue a refund equal to the value of any payment received by PwC for any registration(s) for which the Training had not yet been provided.

4.2 We (or our licensors) retain all rights, title, and interests in and to the Private Business Academy Website and Training materials, and nothing you do on or in relation to the Private Business Academy Website and Training materials will transfer any intellectual property rights to you unless expressly stated.

4.3 You agree to use the Private Business Academy Website and any Training you register for in a manner consistent with their intended purposes, and in accordance with the Go1 Terms including the Go1 Acceptable Use Policy.

4.4 You agree that your access to and use of the Training and any content derived from the Private Business Academy Website is for general information purposes only and should not be used as a substitute for consultation with professional advisers. Any content, materials, information and knowledge gained through the use of the Private Business Academy Website is developed or used at your own discretion and risk. PwC accepts no responsibility for any person who acts or relies in any way on the Training.

4.5 You must not seek to circumvent access or security controls or otherwise threaten the security of the Private Business Academy Website or Training materials.

4.6 We may suspend your access to the Private Business Academy Website where we reasonably believe there has been any unauthorised access to, or use of, the Private Business Academy Website through your log in details. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the parties will work together to resolve the matter.

4.7 You must promptly notify us by email to privatebusinessacademy@au.pwc.com of any error messages, anomalies, defects, glitches and other issues affecting your use of the Private Business Academy Website, by taking a screenshot and forwarding it to us. We will attempt to resolve any matter as soon as we reasonably can and endeavour to respond to any queries within 3 business days.

4.8 Except as provided in these Terms of Use, any use or copying of the Private Business Academy Website or Training materials is solely for the use of the Invited User and use for any other purpose and exploitation, sale, distribution or public display of the materials (including by posting on the internet including on blogs, social media or RSS feeds or similar) is expressly prohibited, unless prior written consent is obtained from us.

4.9 You hereby indemnify PwC and any PricewaterhouseCoopers firm (including their partners, employees, members of their bodies) and Go1 (“Indemnified Parties”) and undertake to keep the Indemnified Parties indemnified against any losses, damages, costs, liabilities and expenses (including legal expenses) (“Loss”) arising out of

(a) your use of and access to the Private Business Academy website;

(b) any breach by you of any provision of these Terms of Use or any Go1 Terms or arising out of any claim that you have breached any provision of these Terms of Use or Go1 Terms;

(c) your breach of any third party right, including without limitation, any intellectual property, confidentiality or privacy right;

(d) any claim that you caused damage to a third party;

(e) your or any Invited User’s negligence or wilful misconduct, except to the extent that such Loss was caused or contributed to by our breach of these Terms of Use or our negligence

4.10 In using the Private Business Academy Website or Training, you must not:

(a) copy, publish, modify, create derivative works of, decompile, reverse engineer, disassemble, decode, adapt or otherwise attempt to derive or gain access to the source code of, the Private Business Academy Website or Training materials;

(b) remove any proprietary notices from the Private Business Academy Website or Training;

(c) provide us with inaccurate or incomplete information;

(d) violate any applicable laws or use the Private Business Academy Website or Training for any purpose that is unlawful;

(e) distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software; or

(f) engage in any other conduct that inhibits any other person from using or enjoying the Private Business Academy Website or Training.

4.11 You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) on your own systems.

4.12 Upon the full and successful completion of any Training, you will be able to access a certificate via the Private Business Academy Website.

5. IP Indemnity

5.1 PwC will defend any claims against you in Australia alleging that your use of the Private Business Academy Website or the Training in accordance with these Terms of Use infringes a third party’s intellectual property Right (“IPR Claim”) and indemnify you for any judgements awarded against you arising from an IPR Claim that will not be appealed or any final settlement approved by PwC.

5.2 When PwC becomes aware of any actual or potential IPR Claim, it may at its sole discretion: (a) modify or replace any part of the Private Business Academy Website or Training with equivalent features or content; (b) obtain rights for you to continue using the Private Business Academy Website or Training; or (c) terminate the Terms of Use and issue a refund for the pre-paid subscription fees (if any) on a pro-rata basis for the remainder of the Term.

5.3 The above indemnity is conditional on you

(a) having complied with and continuing to comply with the Terms of Use;

(b) notifying PwC promptly of any actual or threatened IPR Claim;

(c) giving PwC control of the defence and settlement of the IPR Claim;

(d) complying (at PwC’s expense) with all of PwC’s reasonable requests in defending or settling the IPR Claim;

(e) taking all reasonable steps to mitigate the amount of you loss; and

(f) without PwC’s prior written consent, not making any admission or acting in a way that may be prejudicial to any litigation or negotiation of the IPR Claim.

5.4 This indemnity is your sole remedy in respect of an IPR Claim and does not cover IPR Claims arising from

(a) the combination of the PwC Website or Training material with products or services not provided by PwC;

(b) modification of or work performed Training materials by any person other than PwC;

(c) modifications to the Training materials made at your direction; or

(d) your breach of the Terms of Use or Go1 Terms.

6. Our rights and obligations, termination and liability

6.1 We may amend these Terms of Use from time to time. Any amendments to these terms of use will apply from the date of the publication on the Private Business Academy Website. If we believe that such change will have a material adverse impact of your use of the Private Business Academy Website or Training , we will endeavour to give you reasonable notice of the change . Where the change results in a material adverse impact on your use of the services, you may notify us of such material impact and we will use commercially reasonable efforts to resolve the issue. If we are unable to resolve the issue, you may terminate your subscription by giving us written notice within 30 days of the change coming into effect and we will refund any pre-paid subscription fee(s) on a pro-rata basis calculated from the date of termination. By continuing to use the Private Business Academy Website and/or Training, you agree to be bound by any amendments to these Terms of Use.

6.2 We may terminate these Terms of Use and may refuse, cancel, restrict or suspend, rights for any person to use the Private Business Academy Website or Training if;

(a) we reasonably suspect or believe that you or any of your Invited Users have breached any material term of these Terms of Use or the Go1 Terms;

(b) you or any of your Invited Users infringe any or our or our licensor’s intellectual property rights;

(c) we believe it is reasonably necessary for security reason as or to prevent damage to or protect the Private Business Academy Website, our systems or the systems of our third party suppliers or any other user;

(d) we discontinue the provision of the services under the Private Business Academy Website;

(e) any of our third party suppliers or content providers requests us to do so;

(f) You or your business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, you make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction (”Insolvency”);

(g) Our agreement with Go1 to resell the Go1 Content is terminated for any reason (in which case these Terms of Use are automatically terminated as at the date of termination of the Go1 agreement); or

(h) we have a right to terminate under these Terms of Use.

6.3 If we terminate the Terms of Use in accordance with the previous clause, we may refund any pre-paid subscription fee(s) on a pro-rata basis calculated from the date of termination, unless the termination was due to your breach of the Terms of Use or the Go1 Terms or your Insolvency.

6.4 You may terminate these Terms of Use by written notice to PwC if;

(a) we have breached any material term of these Terms of Use and we have not remedies the breach within 14 days of being requested to do so;

(b) PwC or its business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, it make any arrangement with its creditors, or become subject to any similar insolvency event in any jurisdiction; or

(c) you have a right to terminate under these Terms of Use.

6.5 These Terms of Use do not exclude, restrict or modify any right remedy, implied or express term or condition, warranty or statutory guarantee, including under the Competition and Consumer Act 2010 (Cth) and any applicable equivalent legislation or rules, the exclusion of which would contravene any statute or cause any part of this Agreement to be void (“Non-excludable Conditions”). PwC’s liability for breach of a Non-excludable Conditions is limited, at its option, to the cost of providing again, replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case Licensor’s liability for that Non-excludable Condition will be limited to the extent permitted by law).

6.6 Subject to Non-excludable Conditions, we provide access to the Private Business Academy Website and all its content, materials and information on an "as is" and "as available" basis. We make no warranty that the Private Business Academy Website will be available on an uninterrupted, timely, or error-free basis. Your access to the service may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

6.7 We take no responsibility for matters arising from changed circumstances or other information or material, which may affect the accuracy or currency of the Private Business Academy Website and Training materials.

6.8 Partners of PwC firms are members or affiliate members of the Chartered Accountants Australia and New Zealand (CA ANZ). Where CA ANZ schemes have been approved under professional standards legislation in force in Australian states or territories, our liability in connection with the services is limited in accordance with those CA ANZ schemes.

6.9 Where our liability is not limited by a CA ANZ scheme, subject to Non-excludable Conditions and clauses 6.10 and 6.11, PwC’s (and of any and all PwC firms) and Go1’s total aggregate liability to you for all claims for loss or damages suffered by you under or relating to these Terms of Use or the GO 1 Terms whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the fees paid or payable by you to PwC for any for access to the Private Business Academy Website or Training or arising under or in connection with these Terms of Use in the 12 months preceding the event or circumstances giving rise to the liability, .

6.10 Where our liability is not limited by a CA ANZ scheme, subject to Non-excludable Conditions and clause 6.11, PwC’s (and of any and all PwC firms) and Go1’s total aggregate liability for breach of confidentiality, privacy or arising out of or in connection with IPR Claims (including under any indemnity), arising under or relating to these Terms of Use or the GO 1 Terms shall be limited to three times the fees paid or payable by you to PwC for any for access to the Private Business Academy Website or Training or arising under or in connection with these Terms of Use in the 12 months preceding the event or circumstances giving rise to the liability.

6.11 In no event will PwC (and any and all PwC firms) and Go1 be liable to you whether in contract, tort (including negligence), or otherwise, for any indirect or consequential loss arising under or in connection with these Terms of Use or the Go1 Terms, whether or not PwC had been informed of or made aware that there was a serious possibility of such loss.

6.12 You undertake not to bring any claims in respect of the Private Business Academy Website and the Training against any other PwC firm (its partners, employees, members of its bodies) Go1, or any other third party engaged by PwC.

6.13 If we determine that our independence obligations mean that we cannot provide you with access to the Private Business Academy Website and Training we will, at our sole option, and with immediate effect and by notice to you, terminate your rights to access and use the Private Business Academy Website and Training and we will refund any pre-paid subscription fee(s) on a pro-rata basis calculated from the date of termination and we will issue a refund equal to the value of any payment received by PwC for any registration(s) for which the Training had not yet been provided.

6.14 PwC will use reasonable care to ensure that the details published on the Private Business Academy Website and in our Training and marketing materials are correct at the time of publication.

6.15 We make no promise that Private Business Academy Website and all its content, materials and information are appropriate or available for use in locations outside Australia. If you choose to access the Private Business Academy Website from a location outside Australia, you do so on your own initiative and are responsible for compliance with local laws.

6.16 If any part of these Terms of Use is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

6.17 These Terms of Use are governed by the laws of News South Wales, Australia and both of us submit to the jurisdiction of the courts of New South Wales, Australia and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.

6.18 These Terms of Use constitute the entire agreement between us and you in relation to the Private Business Academy Website and Training and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us.