Terms and Conditions

The Australian Institute of Company Directors (“AICD”) operates an online director vacancy listing and application platform called Directorship Opportunities (the “Platform”). The following set of terms and conditions govern the use of the Platform by:

• organisations  that are advertising their own directorship opportunities (‘Advertisers’); and
• members of the AICD who access the Platform to view and apply for directorship opportunities for themselves (‘Applicants’).

References in these terms and conditions to ‘you’ are references to the Advertiser, the Applicant or both the Advertiser and the Applicant (as the context indicates).

By accessing or using the Platform, you agree with, accept and agree to be bound by these terms and conditions. If you do not agree with these terms and conditions, you must not use the Platform. You acknowledge that the AICD may unilaterally modify these terms and conditions at any time by prominently posting a modified set of terms and conditions on the Platform website. By you then continuing to access or use the Platform, such modified terms and conditions will apply from that point forward.

An employee of an Advertiser accessing or using the Platform on behalf of the Advertiser represents and warrants that they have the legal authority to do so, and to bind the Advertiser to these terms and conditions.

1. Specific Terms for Advertisers

1.1  Posting advertisements

(a)  Directorship opportunities may only be advertised on the Platform by organisations that possess a valid Australian Business Number or Australian Company Number (or foreign country equivalent).

(b)  An advertisement posted on the Platform must not contain any content that is (or would reasonably be regarded as being) in any way harassing, defamatory, threatening, obscene, abusive, racist, sexist, offensive or otherwise inappropriate.

(c)  The Platform must not be used for any purposes except advertising bona fide directorship opportunities including roles as director, chair of a board, or member or chair of a board committee. The Platform must not be used for other purposes, including, without limitation:

(1) capital raising activities, including indirect capital raising activities (eg. charging for board membership); or

(2) the offering, advertising or promotion of goods, services or investment opportunities.

(d)  You warrant that:

(1)        you are authorised by the relevant organisation to post each advertisement that you post on the Platform; and

(2)        the information in each advertisement posted by you to the Platform is true and correct, current, complete, not misleading or deceptive, and relates to a bona fide directorship opportunity.

(e)        The AICD may, at its sole discretion, decline to post or, if posted, remove, any advertisement that it considers does not meet the requirements of this clause 1.1.
 

1.2  Acknowledgements regarding applications

You acknowledge that:

(a)        The AICD does not assess, confirm, evaluate, vet, validate or verify the accuracy or completeness of information contained in applications submitted by Applicants in response to an advertisement;

(b)        you are solely responsible for evaluating the accuracy and genuineness of all applications and you must conduct your own due diligence to determine the suitability of any candidate for an advertised position; and

(c)        The AICD does not warrant, guarantee or in any way endorse:

(1) the accuracy or genuineness of any individual application; or

(2)        the appropriateness of any individual candidate,

for any directorship opportunity that is advertised on the Platform.

1.3 Advertiser subscriptions

An Advertiser’s  rights under clause 3.1 are granted to the subscribing entity only and you must not permit or allow your affiliates or any other third parties to directly or indirectly access or use, or obtain the benefit of, the Platform using your log-in details. 

2          Specific terms for Applicants

2.1  Use and submitting applications

You warrant that:

(a)  Each time you access the Platform as a member you do so for directorship opportunities for yourself and not for any other purpose;

(b)  You will not copy or re-publish material from the Platform on any other source; and

(c)  All of the information contained in any applications that you submit through the Platform are complete, accurate, genuine, true, correct and in no way misleading or deceptive.

2.2  Acknowledgments regarding advertisements

You acknowledge that:

(a)  The AICD does not assess, confirm, evaluate, vet, validate or verify the accuracy or completeness of information contained in any advertisement posted on the Platform;

(b)  The AICD does not warrant that any position advertised on the Platform is accurate or genuine or that it will be available for any period of time, or at all; and

(c)  You are solely responsible for evaluating the accuracy and genuineness of all advertisements and you must conduct your own due diligence to determine the suitability of any advertised position.

3. General terms (applicable to both Advertisers and Applicants)

3.1  Right to use

(a)  Subject to your payment of the applicable membership or subscription fee (as relevant), we grant you a limited, non-exclusive, non-transferable right to access and use the Platform for the particular purposes described in these terms and conditions. Other than expressly provided in these terms and conditions, you may not directly or indirectly access or use the Platform on behalf of any other party. Any commercial use, use in violation of these terms and conditions, or use for data mining or other unauthorised purposes, is expressly prohibited.

(b)  You must only use the Platform, and anything made available to you on or via the Platform, for lawful purposes, in compliance with all applicable laws and regulations, in a responsible manner and not in a way that may mislead or damage the AICD’s reputation.

(c)  You remain responsible for all of your activity on or in connection with the Platform and for all the content you upload, post, submit or make available on or through the Platform. 

(d)  The AICD may terminate, disable, block or suspend your right to access and use the Platform if it considers that you have breached these terms and conditions. In the event of termination, you must immediately cease all use of the Platform.

3.2  Availability and reliability of the Platform

(a)  The AICD may change the format and content of the Platform from time to time without notice.

(b)  Whilst the AICD takes steps to promote Platform availability, it does not warrant that the Platform will be uninterrupted or error free or that defects in the Platform will be corrected promptly or at all. You agree that access to the Platform is provided on an ‘as is’ and ‘as available’ basis and at your sole risk.

(c)  The AICD does not warrant that files or content available for downloading from the Platform, or provided via electronic mail through the Platform, will be free from viruses, worms, Trojan horses or other code that may have contaminating or destructive elements. You acknowledge that it is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security protections) to satisfy your particular requirements as to the safety and reliability of the Platform.

(d)  Subject to clause 3.2(e) and to the extent permitted by law, the AICD excludes all liability for loss or damage arising from the use of, or reliance on, the Platform or information contained in or accessed through the Platform, whether or not caused by any negligence on the part of the AICD or its agents.

(e)  Nothing in these terms and conditions is intended to limit, restrict, modify or exclude rights which you may have under any law (including the Australian Consumer Law) which may not be limited, restricted, modified or excluded by agreement (Your Consumer Rights). Your Consumer Rights include the right for services to be fit for their specified purpose and to be provided with due care and skill. You can find out more about Your Consumer Rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and State/Territory fair trading authorities.

3.3  Accessing the Platform

If you are provided with a username and password or other identifier as part of the AICD’s access or security procedures, you must treat such information as confidential and not disclose it to anyone else or allow any third party to access the Platform using your ‘log-in’ details. You agree to promptly notify the AICD via DirectorshipOpportunities@companydirectors.com.au if you suspect any unauthorised use of your ‘log-in’ details or other security breach related to the Platform.

3.4  Third party links

The Platform may contain links to other websites operated by third parties. Any such links are provided for convenience only and you agree that the AICD does not in any way endorse the linked site. You also agree that the AICD is not responsible for the contents or practices of such third party websites and you are solely responsible for making your own decisions regarding the accuracy, legality, reliability and correctness of material and information found on such sites.

3.5  Copyright and other intellectual property rights

(a)  Copyright in all material on the Platform (other than material contained in advertisements) and all other intellectual property rights on or related to the Platform are owned by the AICD or its licensors (‘AICD IP’).

(b)  Except where expressly set out here or otherwise necessary for you to use or access the Platform in accordance with these terms and conditions, nothing in these terms and conditions gives you any rights in respect of any AICD IP.

3.6  Privacy

(a)  The AICD takes reasonable steps to protect privacy and security of your information. Please refer to the AICD’s Privacy Policy for further information about how your personal information is handled by the AICD.

(b)  Your use of the Platform is subject to, and you warrant that you have read and agree with, the Privacy Policy.

3.7  General

(a)  These terms and conditions represent the entire agreement between you and the AICD in respect of your use of the Platform.

(b)  If any part of these terms and conditions are held to be unenforceable or invalid, that part shall be severed and the remaining terms and conditions will continue to apply.

(c)  These terms and conditions are governed by the laws of New South Wales, Australia, and you agree that the courts of New South Wales (and the appeal courts from them) have exclusive jurisdiction to resolve any disputes arising under or in connection with these terms and conditions.  

(d)  You may not transfer or assign any of your rights or obligations under these terms and conditions.

(e) Failure by the AICD to enforce a right under these terms and conditions does not constitute a waiver of that right.