Company Registration – Terms and Conditions

Effective Date: 28 June 2021

1. Introduction

1.1 Welcome to the Rail Industry Worker Program, a competency and safety management system that aims to establish a cohesive, national approach to competency and safety management for employees and contractors working in the rail industry (the “RIW Program”).  The RIW Program aims to minimise the risk of untrained personnel carrying out work on the Australian rail network and to enhance safety awareness, by allowing the Australasian Railway Association (“ARA”) members and participants in the Australia rail industry, to view relevant information concerning Rail Industry Workers (RIW) posted within the system as this Agreement permits.

2. Terms of Use

2.1 The RIW Program is owned by the ARA. Metro Trains Australia Pty Ltd (collectively, “Our”, “Us”, “We” or “MTA”), operates the RIW Program for the ARA using an online database system through which RIW information can be uploaded and verified, and which is also accessed by RIW Participants and includes all relevant user interfaces, services and upgrades of the system (the “RIW System”). MTA operates the RIW System through the website at www.riw.net.au or the mobile version thereof (together the “Site”).

2.2 Please read the terms of this Agreement carefully before using or continuing to use the RIW System or the MTA Services. These terms contain important information regarding your legal rights, remedies and obligations. You agree that all MTA Services and use of the RIW System will be used by You for business, employment and commercial purposes only.

2.3 Your use of the MTA Services and the RIW System is governed by the terms and conditions set out in this Agreement. If You do not accept the terms of this Agreement by ticking the box when registering your company or other legal entity in the RIW System, You will not be permitted access to the RIW System and cannot use the MTA Services. By proceeding to use the RIW System or the MTA Services, You are deemed to have read and accepted the terms of this Agreement.

2.4 You are entering into this Agreement on behalf of a company or other legal entity. You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and You may not use the RIW System or the MTA Services. If You do not agree to the terms of this Agreement, You should immediately leave this Site and may not use the RIW System or the RIW Program.

3. Entire Agreement

3.1 Subject to clause 3.2, this Agreement represents the entire agreement between You and Us in relation to your access to and use of the Site, the MTA Services and the RIW System. This Agreement supersedes any agreement, contract, arrangement or understanding that exists between You and Us and which is related to or is in connection with the RIW System and formed before you entered into this Agreement.

3.2 Where a RIW Participant has entered a RIW Contract with MTA, the terms of this Agreement do not apply.

3.3 To the extent permitted by law, all conditions and warranties, statutory or otherwise and whether express or implied that relate to the provision of the MTA Services or the operation of the RIW System, are hereby excluded other than that expressly herein contained.

4. Definitions

4.1 The following definitions apply to this Agreement:

5. Variation

5.1       MTA reserves the right, at its sole discretion, to change, modify, add, or delete portions of this Agreement at any time with 30 days’ prior notice. If we change the terms of this Agreement, we will post the changes to this Agreement on this Site 30 days’ prior to their effective date and will indicate at the top of this page the date these terms were last revised.

5.2       In the event that the terms of this Agreement are varied, you will have the opportunity to review the revised terms. Unless you take steps to opt out of using the RIW System by terminating your subscription, Your continued use of the MTA Services or the RIW System after the effective date of any such changes, constitutes your acceptance of the new terms of this Agreement. If you do not agree to abide by these or any future terms of this Agreement, do not use or access (or continue to use or access) the MTA Services or the RIW System.

5.3       If you choose not to accept the varied terms of agreement, You can opt out of using the RIW System by confirming with the RIW Service Desk via email at termination@riw.net.au

5.4       It is your responsibility to regularly check the Site to determine if there have been changes to this Agreement and to review such changes.

6. Payment

6.1       You agree to pay consideration to purchase MTA’s Services or use the RIW System.  New users of the RIW System will be granted access to the RIW System upon accepting the terms of this Agreement when registering the RIW Participant in the RIW System.

6.2       Cardholder Fees payable by You, and any renewal fees payable, are determined using the pricing table set out in Schedule 1 – Part A. Pricing is determined by the number of RIW Cardholders that you employ as at 28 May each year. Payment of Cardholder Fees entitles you to use the RIW System, the Site and receive the MTA Services referred to in clause 7.1.

6.3       The method of payment for Cardholder Fees (and subsequent renewal payments) will depend on the classification of your user account. RIW Participants with Pay on Account facility may elect to pay the Cardholder Fees on account (payable 30 days from date of invoice). All other accounts are required to make a direct payment of Cardholder Fees at the time of registering the RIW Card in the RIW System and annually thereafter. RIW Card renewal fees will be payable on the anniversary of the initial registration of the RIW Card in the RIW System.

6.4      You will be permitted to use MTA Services, the Site and the RIW System upon MTA receiving confirmation that the terms of this Agreement have been accepted by the RIW Participant, or where You are deemed to have accepted this Agreement pursuant to clause 5.2.

6.5      MTA will notify you up to three (3) times when Cardholder Fees are due for renewal. Notice will be provided to you using the contact details that you have most recently advised to us. It is your obligation to keep your notice details current.  You will be further notified when Cardholder Fees have expired.

6.6      All RIW Cards must be renewed before their expiry. You will be charged for renewal of all RIW Cards applying the fees in Schedule 1 – Part A. You acknowledge that RIW Cards are paid for in advance for a full year. No refund will be provided to RIW Cardholders who have paid for a renewed RIW Card but are unable to utilise it.

6.7      Where an RIW Participant does not have any paid active RIW Cardholders for a period of 3 months, the RIW Participant’s access to the RIW System may be suspended.  The RIW Participant will need to contact the RIW Service Desk to request reactivation of their access to the RIW System and the process for renewing or adding RIWs to the RIW Participant’s account in the RIW System.

6.8      Additional Services may be procured from MTA. Charges will be determined and be payable in accordance with Schedule 1 – Part B.  

6.9      If your user account information changes, you must as soon as possible provide updated details in the RIW System via your user account or by contacting the RIW Service Desk.

7. MTA Services

7.1      MTA operates the RIW System on behalf of the ARA. Registration of the RIW Participant in the RIW System, plus payment of Cardholder Fees entitles you to receive the following services from MTA:

7.2     You acknowledge that MTA does not generate the data, information and records contained within the RIW System.

7.3     MTA reserves the right to change, modify, suspend or discontinue all or any portion of the Site or any of the MTA Services, in its sole discretion, with 30 days’ prior notice. MTA may also impose limits on certain features or restrict Your access to parts of or the entire Site or the MTA Services in its sole discretion and without notice or liability.

7.4     MTA may change the fees payable by You for the MTA Services where agreed in consultation with the NRIWGC. You will be notified, in writing, at least 30 days before any increase in fees beyond the then current pricing. This Agreement (including the changed pricing) will remain in effect unless You deliver written notice of termination to Us within 30 days following such notice.

8. Additional Services

8.1     MTA offers a range of additional services that You may procure to support your organisation’s use of the RIW System. Additional Services available are set out in Schedule 1 – Part B.

8.2     MTA may engage subcontractors to provide the MTA Services and operate the Site and the RIW System (“Third Party Services”). To the extent permitted by law, MTA assumes no liability or responsibility whatsoever for Third Party Services provided to You.

9. User Licence

9.1     In consideration for the Cardholder Fees you pay Us, You are granted a limited non-exclusive, non-transferable, revocable license to access and use the RIW System (“User Licence”). Your User License extends to use of the RIW System by Employees authorised by You to access or use your User Licence. You are responsible for the use, or misuse of your login credentials by any party, whether or not that user is authorised by You to use your login details. You may not use login credentials to access the RIW System from outside Australia or New Zealand.

9.2     Your login credentials may be restricted from accessing certain materials otherwise available on the RIW System.

9.3     Your User Licence is subject to your compliance with this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Such unauthorised use is a direct violation of this Agreement and may also violate applicable laws including copyright, trademark, privacy and data protection laws.

9.4     Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license, right or ownership of intellectual property rights, in the Site, the RIW System or the MTA Services, whether by estoppel, implication or otherwise. Your User Licence is revocable at any time without notice and with or without cause.

9.5     Your User License is subject to the following restrictions and prohibitions. You may not:

10. Content

10.1    You understand that all information, data, records, text, software, graphics, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. MTA does not control or create the Content posted on the Site, and does not guarantee the accuracy, integrity, completeness, sufficiency or quality of such Content.

10.2    You are responsible for obtaining any consents required to send Content to another RIW Participant or RIW Cardholder and You agree to ensure that transmitting Content to a recipient will at all times comply with applicable laws and not contain any abusive or offensive material.

10.3    You agree that we may suspend or withhold your ability to transmit Content if we reasonably believe that you are in breach of this Agreement including, without limitation, in relation to misuse of transmitting Content or breach of the warranties set out in clause 12.

10.4    Under no circumstances will MTA be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred because of the use of any Content posted, accessed, downloaded, used, transmitted or otherwise made available on the Site or through the MTA Services.

10.5    You acknowledge that MTA may or may not pre-screen Content, but that MTA and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available through the RIW System. Without limiting the foregoing, MTA and its designees shall have the right (at MTA’s sole discretion) to remove any Content that violates the terms of this Agreement or is otherwise objectionable.

10.6    You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, integrity, completeness, sufficiency or quality of such Content. In this regard, you acknowledge that You may not rely on any Content created by MTA or submitted to MTA.

10.7    You acknowledge, consent and agree that MTA may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

10.8    User Content includes all Content that You may upload or submit to MTA in connection with Your use of the RIW System. You are entirely responsible for all User Content that You upload, post, email, transmit or otherwise make available through the Site or the MTA Services. You shall be solely responsible for your own User Content and the consequences of submitting such User Content.

10.9    You acknowledge that at this expiry of the term of the Head Contract, MTA will be obliged to migrate Content or data stored in connection with the RIW System, to the ARA’s nominated successor operator of the RIW Program. You agree to allow MTA to transmit or migrate any Content uploaded by You to the RIW System to the ARA and/or its nominees and to permit access to and use of that information by the ARA.

10.10    You grant to MTA, a non-exclusive, transferable, royalty free, perpetual, irrevocable license and right to use, modify, copy, reproduce, transmit, sub-license, index, model, aggregate, publish, display and distribute Your User Content to provide MTA Services to You and all other RIW Participants.

10.11    Where you are posting personal information concerning a Rail Industry Worker, you confirm that you have obtained the worker’s consent to do so and have provided the worker with a copy of MTA’s privacy policy.  You must ensure that any information that you post concerning a Rail Industry Worker is, to the best of your knowledge, true, correct, complete and not misleading in any respect.  You will be solely responsible for the information you post or that is posted by your employees or authorised representatives.

11. Proprietary Rights

11.1    MTA (and its licensors) shall own all right, title and interest, including all related intellectual property rights, in and to the MTA Services, the RIW System and all of the underlying technology, software, analytics, and concepts, and Content provided on the Site (but excluding Your User Content), any models, methods, algorithms, discoveries, inventions, modifications, customizations, enhancements, extensions, derivatives, materials, ideas and other work product that is conceived, originated or prepared in connection with the MTA Services or related to this Agreement.

12. Your Representations and Warranties

12.1    You represent, warrant, and covenant that:

12.2   You agree not to:

13. Your Confidentiality Obligations

13.1   Your obligations under this Agreement apply in addition to your obligations arising under the Rail Industry Worker Privacy Protocol. 

13.2   In this clause 13, Confidential Information means any and all information to which You are given access or receive regarding:

13.3   You shall not use or disclose any of Our Confidential Information for any purpose other than for Your legitimate internal business purposes as necessary to realise the benefits of the MTA Services offered by Us to You.

13.4   You acknowledge that in using the RIW System, you will have access to personal data relating to Rail Industry Workers. You agree that any personal data that you obtain through the MTA Services or use of the RIW System will be treated with strict confidence and that you will use the same degree of care that You use to protect Your own Confidential Information.

13.5   You will limit access to Our Confidential Information to those employees and personnel who need that access for purposes consistent with realizing the benefits of the MTA Services and using the RIW Program as offered by Us to You.

14. Indemnification for Third Party Claims

14.1   You agree to defend, indemnify and hold harmless MTA and Our officers, directors, members, managers, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Loss”) arising out of or resulting from any third party claim, suit, action or proceeding in connection with Your use of the MTA Services, the Site or the RIW System, including, but not limited to, any third party claim, suit, action or proceeding arising out of:

14.2   You agree to indemnify us for any costs and expenses we incur in having to investigate the deletion or deliberate misrepresentation or falsification of records stored within the RIW System and the costs and expenses we incur in the restoration of deleted, misrepresented or falsified records and data.  

15. Limitation of Liability

15.1   To the maximum extent permitted by law, in no event will MTA be liable to You for any loss of use, revenue or profit, indirect or consequential loss, any exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not we have been advised of the possibility of such damages.  

15.2   To the maximum extent permitted by law, MTA’s aggregate liability arising from or in relation to this Agreement shall not exceed the Cardholder Fee paid by or due from You in the twelve (12) month period immediately preceding the event giving rise to such liability.

15.3   Notwithstanding anything to the contrary herein, MTA shall not be deemed to be in default of any provision of this Agreement, or be liable to You or to any third party for any delay, error, failure in performance or interruption of performance due to any act of God, war, insurrection, acts of terrorism, riot, boycott, strikes, interruption of power service, interruption of internet or communications service, labour or civil disturbance, acts of any other person not under the control of MTA or other similar causes.

16. No Warranties

16.1   You acknowledge and agree that MTA makes no warranty, guarantee, or representation of any kind, whether express, implied, statutory or otherwise, and to the maximum extent permitted by applicable law, We specifically disclaim all implied warranties, and guarantees or representations imposed by law, including those relating to merchantability, fitness for a particular purpose non-infringement, accuracy, correctness, completeness or correspondence with description and any warranty, guarantee or representation arising from a course of dealing, usage or trade practice.

16.2   All services provided by MTA hereunder are performed and provided on an “as is” and “as available” basis, exclusive of any warranty whatsoever.

16.3   MTA is not responsible for and hereby disclaims any responsibility or liability regarding the accuracy, integrity, completeness, sufficiency or quality of the Content obtained from the Site.

17. Dispute Resolution

17.1   If a dispute arises out of or relates to this Agreement, neither You or Us may commence any proceedings relating to the dispute unless the following has first occurred:

18. Notices

18.1   All notices issued by You in connection with this Agreement shall be in writing and shall be delivered by registered post to:

18.2   Your notice addresses for such purposes shall be those addresses You provide to Us in Your User Account profile.

19. Miscellaneous

19.1   MTA and You agree that this Agreement shall be governed exclusively by the laws of Victoria. MTA and You agree to submit exclusively to the jurisdiction of the courts of Victoria.

19.2   MTA and You are independent contractors to each other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us. You may not assign or delegate Your rights or obligations under this Agreement without the prior written consent of MTA.

19.3   MTA may assign its rights under this Agreement including without limitation, in connection with the sale of MTA, whether by merger, asset sale, stock sale or otherwise.

19.4   MTA may perform the MTA Services through third party contractors.

19.5   Any provisions of this Agreement which are intended by their nature to survive termination or expiration shall so survive, including without limitation, Your obligations to indemnify Us, the limitations on MTA’s liability, the confidentiality obligations herein and the governing law and venue provisions shall survive termination of Your subscription.

19.6   Headings used in this Agreement are for convenience only and will not be used to construe or interpret any provision hereof.

19.7   This Agreement is the entire agreement between You and Us regarding Your use of MTA Services and the Site and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

19.8   Any provision of this Agreement that is held to be wholly or partially invalid, illegal or unenforceable will be deleted from this Agreement to the extent that it is invalid, illegal, or unenforceable and the remaining provisions will continue in full force and effect.

19.9   This Agreement will not be more strongly construed against either party, regardless of who is more responsible for its preparation.

20. Supplemental Terms

20.1   The terms of this Agreement are applicable for all users of the Site and MTA Services. Below are links to supplemental terms, which are hereby incorporated into this Agreement by this reference. You agree to be bound by the terms of the RIW Privacy Protocol.

Name of Attachment	Attachment / Link
MTA Privacy Policy	https://www.riw.net.au/privacy-policy
Rail Industry Worker Privacy Protocol	https://www.riw.net.au/riw-privacy-protocol/

Schedule 1 – Pricing Table

Part A – Cardholder Fee payable by RIW Participant (organisations)

All RIW Participants must pay the Cardholder Fee that accords with the number of RIW Cardholders primarily employed by the RIW Participant. Cardholder numbers will be assessed as at 28 May each year.

Service	Number of RIWs (as determined by the number of active cardholders an organisation has as their Primary Employees on 28 May each year)	Total Price FY2021/2022 (Per Card) (Excl GST)	Total Price FY2022/2023 to 2025/2026 (Per Card) (Excl GST)	Payment Terms
Annual RIW Card Fee (payable annually on the anniversary of the initial registration of the RIW card)	Level 1 (>2000)	$ 40.00	$ 40.00	At time of transaction
	Level 2 (1000-1999)	$ 50.00	$ 50.00	At time of transaction
	Level 3 (500-999)	$ 75.00	$ 75.00	At time of transaction
	Level 4 (400-499)	$ 100.00	$ 100.00	At time of transaction
	Level 5 (300-399)	$ 120.00	$ 120.00	At time of transaction
	Level 6 (<299)	$ 120.00	$ 130.00	At time of transaction
Additional – ID Check Fee	N/A	$ 15.00	$ 15.00	At time of transaction
Additional – Supply of New Card Fee (Plus the applicable RIW Card Fee plus the ID Check Fee (if ID Check is required))	N/A	$ 55.00	$ 55.00	At time of transaction
Additional – Supply of Replacement Lost or Damaged Card	N/A	$ 85.00	$ 85.00	At time of transaction
Additional – Card Reissuance at 5th Anniversary Card reissuance required at the anniversary of the initial registration of the RIW in the RIW Program which is immediately prior to the 5th anniversary of the issue of the Card by Us. This requirement is due to the fact that the Cards must not exceed 5 years in circulation due to the life expectancy of a smart card. No ID Check is required at the 5th anniversary, however, they are required on the 10th anniversary on the issue of the second new Card.	N/A	$ 55.00	$ 55.00	At time of transaction

Part B – Additional Services

Service Description	Unit	Total Price	Notes/Comments
Additional / Optional Items
1. System Training for users, site champions, IT support	Per Day	$ 1,250+GST	Fee Payable: When onsite/face to face training is required it is charged at $1250 per day + GST + travel expenses which will be payable within 30 days of the date of the invoice. Fee Not Payable: Online training for the named user types is free.
2. Database and Software Configuration	Per Day	Charged at developer rates	Fee Payable: Bespoke functionality approved by the NRIWGC will be charged at developer rates payable within 30 days of the date of the invoice.
3. Hardware Installation	Per Day	As agreed between the RIW Participant and MTA	Fee Payable: Future hardware procurement will be facilitated between the RIW Participant and MTA directly. Fees will be payable within 30 days of the date of invoice.
4. System Administration on any RIW Participants Worksite	Per Hour	$130+GST	Fee Payable: The fee payable for any off site support requested by new RIW Participants (including Consortiums or Joint Ventures) or for new sites. Fees will be payable within 30 days of the date of the invoice.
5. Senior Developer	Per Hour	$200+GST	Fee Payable: Fees will be payable within 30 days of the date of the invoice.
6. Developer	Per Hour	$175+GST	Fee Payable: Fees will be payable within 30 days of the date of the invoice.
7. Rights to access the Data From time to time the ARA may request (for itself or on behalf of RIW Participants) access to or an extract of part or all of the Data in a data format or storage medium specified by the ARA or which is accessible by the ARA and / or RIW Participants.	Per Hour	$130+GST	Fee Payable: For access requests where > 3 hours effort is required to supply the required access, per request for three or more requests per month, a charge of $130 per hour will apply. Fees will be payable within 30 days of the date of the invoice. Fee Not Payable: No charge will be payable where < 3 hours effort is required to supply the required access. per request up to a maximum of three requests per month. Exemptions: Contractual clauses associated with rights to access, modify, or disclose data.
8. Travel (charged at cost)	As incurred	At Cost	Fee Payable: Full travel costs. Exemptions: At MTA’s discretion.
9. Expedited processing of medical and/or Drug and Alcohol Assessment	Per cardholder	$55+GST	Fee Payable: At time of transaction.
10. Escalation of verification of competency and medical upload within 8 business hours	Per cardholder	$55+GST	Fee Payable: At time of transaction.
Induction Management Services
11. Development of E-Learning packages which are SCORM compliant: – We are able to develop E-Learning packages in accordance with a competency management system that supports SCORN 1.2 or 2004 (all editions) and which are based on the requirements of ARA Members. These packages can include online inductions, information awareness sessions, safety briefings and a variety of other courses, and can align to the corporate branding requirements of the ARA Members’ organisation OR: – Upload existing course	Per Course Upload Compliant per course	$15K to $35K+GST $500+GST	Fee Payable: Via online payment portal or other arrangement (i.e. a purchase order) at the time of request, or as otherwise agreed by the Requestor and MTA. Fee varies dependant on course duration.
12. Training Course / Material Updates – Changes to material are based on an hourly rate. A quote will be provided prior to changes being made or approved.	Per Hour	$160+GST	Fee Payable: As agreed to between MTA and the Requestor. Fees will be payable within 30 days of the date of the invoice.
13. Registration into Online Inductions includes: – Registration into online learning modules relevant to role. – Completion of online learning module by contractor including assessment. – Update of competency in database relevant to training event.	Per person per induction	$10+GST	Fee Payable: At time of registration for the course via online payment, or via purchase order as agreed to with MTA and the Requestor.
14. Other Service Catalogue Items			Other Service Catalogue Items as identified on the RIW website.