Terms and Conditions

Effective Date: March 2024

Version 1

1. Introduction

1.1          Welcome to the TfNSW Concrete Grey Card Training Program which provides digital training records for workers in NSW performing works and services in relation to bridges and structures and rigid pavements (the “TfNSW Concrete Grey Card Training Program”).

2. Terms of Use

2.1          Metro Trains Australia Pty Ltd, trading as More Than Assurance (collectively, “Our”, “Us”, “We” or “MTA”), operates the TfNSW Concrete Grey Card Training Program for TfNSW using an online database system through which TfNSW Concrete Grey Card Holder (“GCH”) information can be uploaded by a Grey Card Training Partner or by one of MTA’s Concrete Grey Card Service Desk team members, and which is also accessed by GCH Participants and includes all relevant user interfaces, services and upgrades of the system (the “Grey Card System”). The TfNSW Concrete Grey Card Training Program includes the issuance and maintenance of digital Concrete Grey Cards through the website at https://www.tfnswgreycard.com.au  (the “Site”).

2.2          Please read the terms of this Agreement carefully before using or continuing to use the Grey Card 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 Grey Card System will be used by You for business, employment and commercial purposes only.

2.3          Your use of the MTA Services and the Grey Card 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 Grey Card System, You will not be permitted access to the Grey Card System and cannot use the MTA Services. By proceeding to use the Grey Card 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 Grey Card 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 Grey Card System or the TfNSW Concrete Grey Card Training 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 Grey Card 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 Grey Card System and formed before you entered into this Agreement.

3.2          Grey Card Training Partners must also comply with the System Access Rules for Concrete Grey Card Training Partners .

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 Grey Card System, are hereby excluded other than that expressly herein contained.

4. Definitions

4.1          The following definitions apply to this Agreement:

(a)           Agreement means this agreement as varied from time to time;

(b)           Concrete Grey Card means a virtual card which contains the digital record of completed training as part of TfNSW Concrete Grey Card Training Program that is data linked to the Grey Card System;

(c)           Concrete Grey Card Fees means the fee you agree to pay in exchange for a Concrete Grey Card and having access to the Grey Card System;

(d)           Concrete Grey Card Service Desk means the service desk accessible by GCH Participants, Grey Card Training Partners and GCH requiring assistance in using the Grey Card System;

(e)           Content has the meaning ascribed to it in clause 9;

(f)            GCH means a TfNSW Concrete Grey Card Holder;

(g)           GCH Participant means TfNSW, including any government transport agencies and their contractors;

(h)          

(i)            Grey Card Training Partner means a training partner delivering the TfNSW Concrete Grey Card training;

(j)            Grey Card System has the meaning given in clause 2.1;

(k)          

(l)            MTA Services means the services described in clause 7.1;

(m)         TfNSW means Transport for New South Wales;

(n)           TfNSW Concrete Grey Card Training Program means the provision of a digital training record for workers in NSW performing works and services in relation to bridgeworks and rigid pavements;

(o)           You and Your refers to, and includes:

(i)            You, both individually, as a representative of a Grey Card Training Partner using or accessing the Grey Card System, as well as the Grey Card Training Partner you represent; and

(ii)           GCHs.

(p)           We, Our, Us, or MTA refers to MTA and its subcontractors; and

(q)           Worksite means a site or location where a GCH Participant requires GCHs to perform works and services in relation to bridgeworks and rigid pavements.

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 Grey Card System by contacting the Concrete Grey Card Service Desk, Your continued use of the MTA Services or the Grey Card 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 Grey Card System.

5.3          If you choose not to accept the varied terms of this Agreement, You can opt out of using the Grey Card System by confirming with the Concrete Grey Card Service Desk via email at contact@tfnswgreycard.com.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 a Concrete Grey Card.  New users of the Grey Card System will be granted access to the Grey Card System upon accepting the terms of this Agreement when registering in the Grey Card System. 

6.2          Concrete Grey Card Fees payable by You, and any renewal fees payable, are determined in accordance with the fees set out in Schedule 1.

6.3          Grey Card Training Partners are required to pay the Concrete Grey Card Fee at the time of registering the applicable training in the Grey Card System.  Concrete Grey Cards are required to be renewed every 5 years.

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

6.5          No refund will be provided to GCHs who have paid for a Concrete Grey Card but are unable to utilise it. If your user account information changes, you must as soon as possible provide updated details in the Grey Card System via your user account or by contacting the Concrete Grey Card Service Desk.

7. MTA Services

7.1          MTA operates the Grey Card System. Registration of the Grey Card Training Partner or GCH in the Grey Card System, plus payment of the Concrete Grey Card Fee where applicable entitles you to receive the following services from MTA: 

(a)           processing of digital training records for the TfNSW Concrete Grey Card Training Program;

(b)           processing, producing and distributing Concrete Grey Cards;

(c)           offering Concrete Grey Card Service Desk support; and

(d)           providing TfNSW Concrete Grey Card Training Program reporting to TfNSW; and

(e)           ongoing access to the Grey Card System.

7.2          You acknowledge that MTA does not generate the data, information and records contained within the Grey Card 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 TfNSW. 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. User Licence

8.1          In consideration for the Concrete Grey Card Fees you pay Us, You are granted a limited non-exclusive, non-transferable, revocable license to access and use the Grey Card System (“User Licence”). Your User License extends to use of the Grey Card System by employees and agents 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 Grey Card System from outside Australia or New Zealand.

8.2          Your login credentials may be restricted from accessing certain materials otherwise available on the Grey Card System.

8.3          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.

8.4          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 Grey Card 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.

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

(a)           copy, print (except for Your own archival purposes in connection with your authorised use of the MTA Services), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means, all or any portion of the Site or any Content retrieved from it;

(b)           use the Site or any Content obtained from it to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;

(c)           intentionally or recklessly upload to the Grey Card System, information that is knowingly, inaccurate, incomplete, false, misleading or deceptive, or remove, delete or falsify any information and records from the Grey Card System or amend any information and records stored within the Grey Card System to make that information and those records, misleading or deceiving;

(d)           use any Content from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of MTA or any third parties;

(e)           remove, decompile, disassemble or reverse engineer any software or use any network monitoring or discovery software to determine the Site architecture;

(f)            use any automatic or manual process to harvest information from the Site;

(g)           use the Site for the purpose of gathering information for or transmitting unsolicited Content; or

(h)           use the Site in a manner that violates any applicable law, rule or regulation including without limitation, those regulating privacy, data protection or spam email.

9. Content

9.1          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.

9.2          You are responsible for obtaining any consents required to send Content to another Grey Card  Training Partner or other persons 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.

9.3          You agree that we may suspend or withhold your ability to access the Grey Card System or 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 11.

9.4          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.

9.5          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 Grey Card 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.

9.6          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.

9.7          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:

(a)           comply with legal process;

(b)           enforce this Agreement;

(c)           respond to claims that any Content violates the rights of third parties;

(d)           respond to Your requests for customer service;

(e)           protect the rights, property or personal safety of MTA, its users and the public; or

(f)            investigate complaints or reported violations of this Agreement and to take any action We deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclose any information necessary or appropriate to such persons or entities.

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

9.9          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 GCH Participants and Registered Trainers.

9.10        Where you are posting personal information concerning a GCH, you confirm that you have obtained the worker’s consent to do so and have provided the worker with a copy of MTA’s Concrete Grey Card Privacy Policy.  You must ensure that any information that you post concerning a GCH 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.

10. Proprietary Rights

10.1        MTA (and its licensors) shall own all right, title and interest, including all related intellectual property rights, in and to the MTA Services, the Grey Card 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.

11. Your Representations and Warranties

11.1        You represent, warrant, and covenant that:

(a)           You are entering this Agreement in Your professional capacity for trade, business, or professional purposes only and not for your personal, family, or household purposes;

(b)           You have the legal capacity to enter into this Agreement and to comply with its terms;

(c)           You will use the Grey Card System for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies; and

(d)           You have taken reasonable steps to confirm that the User Content that You provide is truthful and accurate and You have the right to provide such information.

11.2        You agree not to:

(a)           upload, post, email, transmit or otherwise make available any Content that is false, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b)           use the MTA Services or Site to impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity;

(c)           remove any proprietary notices from the Site or the MTA Services;

(d)           use MTA Services or the Site for fraudulent or unlawful purposes;

(e)           attempt to decompile, reverse engineer, disassemble or hack the Site or the MTA Services, or to defeat or overcome any encryption technology or security measures implemented by MTA with respect to the Site or the MTA Services, or any of the MTA Services and/or data transmitted, processed or stored by MTA;

(f)            upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(g)           upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(h)           upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(i)            upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j)            interfere with or disrupt the Site, the MTA Services, or servers or networks connected to or operated with the Site, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with the Site;

(k)           use the Site or the MTA Services to intentionally or unintentionally violate any applicable law, rule regulation;

(l)            use the Site or the MTA Services to “stalk” or otherwise harass another; or

(m)         use the Site or the MTA Services to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.

12. Your Confidentiality Obligations

12.1        In this clause 12, Confidential Information means any and all information to which You are given access or receive regarding:

(a)           any GCH;

(b)           any other GCH Participant; and

(c)           this Agreement, including without limitation, the services provided by MTA and the fees payable by You.

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

12.3        You acknowledge that in using the Grey Card System, you will have access to personal data relating to GCHs. You agree that any personal data that you obtain through the MTA Services or use of the Grey Card 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.

12.4        You will limit access to Confidential Information to those employees and personnel who need that access for purposes consistent with realising the benefits of the MTA Services and use of the Grey Card System as offered by Us to You.

13. Indemnification for Third Party Claims

13.1        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 Grey Card System, including, but not limited to, any third party claim, suit, action or proceeding arising out of:

(a)           Your use of the Grey Card System, or any Content obtained from the Grey Card System which relates to such third party or a GCH or a GCH Participant; or

(b)           such third party accessing the Content provided by You in connection with Your use of the Grey Card System.

13.2        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 Grey Card System and the costs and expenses we incur in the restoration of deleted, misrepresented or falsified records and data.

14. Limitation of Liability

14.1        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. 

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

14.3        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.

15. No Warranties

15.1        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.

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

15.3        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.

16. Dispute Resolution

16.1        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:

(a)           A party claiming that a dispute (the Dispute) has arisen out of or in relation to this Agreement must give notice (the Dispute Notice) to the other party to this Agreement specifying the nature and details of the Dispute.

(b)           On receipt of the Dispute Notice, the parties must endeavour in good faith to resolve the Dispute expeditiously and, if necessary, involve the senior executives of the parties directly in the negotiations. Each party to bear its own costs that it incurs in complying with this clause 16.

(c)           If the parties do not resolve the Dispute within 30 days of receipt of the Dispute Notice (or such other period as agree to in writing by them) then the parties must refer the Dispute for mediation by the Australian Disputes Centre Ltd (ADC) for resolution in accordance with the Mediation Rules of the ADC.

(d)           If the Dispute is not resolved under clause 16.1(c) within 30 days of submitting the Dispute to mediation, then:

1. i) either party may initiate proceedings in a Court; or
2. ii) if agreed by the parties, the Dispute can be submitted to arbitration in which case the Arbitration Rules of the ADC will apply.

17. Notices

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

Metro Trains Australia Pty Ltd

Attention:  Company Secretary

Level 16, 700 Collins Street

DOCKLANDS, VIC, 3008

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

18. Miscellaneous

18.1        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.

18.2        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.

18.3        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.

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

18.5        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.

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

18.7        This Agreement, together with the System Access Rules for Concrete Grey Card Training Partners, 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.

18.8        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.

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

19. Supplemental Terms

19.1        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. Grey Card Training Partners also agree to be bound by the terms of the System Access Rules for Concrete Grey Card Training Partners.

Schedule 1 – Grey Card Fees

Note: Concrete Grey Cards are required to be renewed every 5 years.