These terms apply to our supply to you of the Services specified on the covering page of this Agreement.
By accepting (verbally or in writing) our proposal, invoice, purchase order or other equivalent document (Proposal) or making payment of our invoice, you are deemed to have agreed to these terms and conditions and acknowledge that you are entering into a legal binding engagement.
We will commence providing the Services to you on the date(s) as set out in the Proposal or as otherwise agreed in writing between the parties. The Services will be delivered over the agreed duration (typically 1–2 days) and this Agreement will remain in effect until the Services have been completed, or the Agreement is terminated in accordance with its terms.
Delivery
Services may be delivered in person at a Venue or online, as specified in the Proposal. You are responsible for ensuring the Venue or online platform is suitable and accessible for the delivery of the Services.
Payment of the Price
The Price payable by you is as set out in the Proposal. You acknowledge and agree that the Price quoted to you is based on the scope of services outlined in the Proposal. Any changes to the scope may result in a revised Proposal.
You agree that a booking deposit equal to 20% of the total Price, or as otherwise stated in the Proposal, is payable by you to confirm the booking. If the full Price is paid upfront, this will also be deemed confirmation of the booking. The remaining balance of the Price is payable within 7 days of booking confirmation (the date that we receive your deposit or full payment into our account) or as otherwise stated in the Proposal.
If we agree to you paying by instalments, you agree to pay the Price in accordance with the instalments set out in the Proposal or as otherwise agreed between us with the final instalment due on completion of the Services.
The Price is exclusive of GST and disbursements such as travel and accommodation. Other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price. All monetary amounts referred to in this Agreement shall be in Australian Dollars.
Any additions or variations to the Services (which are not set out in the Proposal) will incur additional fees. If there are additional fees, we will notify upfront before incurring any additional fees or charges.
You agree to reimburse us for any reasonable disbursements incurred in connection with the delivery of the Services, including but not limited to travel, accommodation, meals, and incidentals. All such disbursements will be payable as set out in the Proposal or as otherwise agreed in writing between the parties.
By accepting payment of any sum after its due date we do not waive our right either to require payments as they fall due or to suspend or end our arrangements.
It is your responsibility to verify any links received purporting to be from us and to ensure that our correct bank account details are verified (including comparison with bank account details used in previous payments to us) prior to any payment processed. In case of any discrepancy, you must notify us within 5 business days of receipt of any invoice or statement issued by us. Any error in respect of payment to us due to your failure to comply with this clause shall not release you from your obligation to pay us.
Cancellation and Rescheduling
You may reschedule the Services on one occasion only, provided you give us at least 30 days’ written notice prior to the Commencement Date. Any subsequent rescheduling requests will not be accepted, and you will forfeit the full Price and the Services.
If you reschedule or cancel the Services:
with less than 30 days’ notice prior to the Commencement Date, you agree to pay 50% of the total Price; or
with 10 business days or less notice prior to the Commencement Date, you agree to pay the full Price.
Your Obligations
You represent and warrant to us that:
you have the power to enter into this Agreement and have obtained all necessary authorisations to do so, and you are not insolvent or bankrupt (as the case may be);
all information and representations that you, or any person acting on your behalf has given in connection with our transactions with you are correct, you have not failed to disclose to us anything relevant to our decision to have dealings;
you or your authorised agents will grant us access to the Venue as reasonably required to carry out the Services;
you agree to provide all necessary logistical and technical support (including a stable online communication platform) to facilitate the delivery of the Services;
you or your authorised agents will cooperate with us and respond to us in a timely manner in relation to all reasonable requests made in connection with the provision of the Services including reviewing any materials or deliverables and providing us with your approval or feedback within 10 business days; and
you will comply with any laws, rules, acts, regulations, codes or other authority as required in connection with the Services.
To the extent permitted by law, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Services for any particular purpose are expressly excluded. We do not guarantee specific outcomes or results from participation in the Services.
Limitation of Liability
To the extent permitted by law, we exclude all liability for any loss, damage, cost or expense (including indirect, incidental or consequential loss) arising from or in connection with the delivery of the Services, including but not limited to any delays, cancellations, changes in scheduling, or dissatisfaction with outcomes.
You agree that our total liability to you for any claim arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the amount of the Price paid by you for the Services giving rise to the claim or providing the services again.
Venue Disclaimer
Where Services are delivered in person at a venue supplied by you (Venue), you agree that you are responsible for securing and maintaining the Venue, including all necessary equipment, seating, lighting, and audio-visual support.
You agree that we are not liable for any issues arising from Venue conditions, access, or technical failures, including those that prevent or delay the delivery of the Services.
Termination and Default
You will be in default if you do not pay us when monies are due for payment or fail to comply with any other obligation under our business arrangements.
If you are in default, we may immediately suspend the delivery of the Services until payment is received in full. We are not liable for any loss or damage you suffer as a result of this suspension.
If payment is not received within 10 business days of a written notice of default, we may terminate this Agreement with immediate effect. Upon termination, you remain liable for all amounts due and interest will accrue on overdue amounts at a rate of 10% per annum until paid.
You agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you (including legal costs) and indemnify us against any losses resulting from the default.
Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination. Any provisions of this Agreement which by their nature are intended to survive termination including but not limited to clauses relating to intellectual property, confidentiality, payment obligations, indemnities, and dispute resolution shall remain in full force and effect after termination.
Intellectual Property
You acknowledge and agree that all intellectual property rights in any materials, content, presentations, slides, handouts, recordings, templates, or other deliverables created or provided by us in connection with the Services remain our sole and exclusive property. This includes any adaptations, modifications, or derivative works based on such materials.
We grant you a non-exclusive, non-transferable, revocable licence to use the materials provided solely for your internal business purposes and for the benefit of the Services delivered. You may not reproduce, distribute, modify, or share the materials with third parties without our prior written consent.
You agree not to record, reproduce, publish, distribute, or exploit any part of the Services including live or online workshops, keynote speeches, or related materials without our express prior written consent. This includes audio, video, and screen recordings, as well as derivative use of training content.
You agree that where any third-party content is used or referenced during the delivery of the Services, all intellectual property rights in such content remain with the respective third-party owners. You agree to comply with any usage restrictions applicable to such content.
Confidential Information and Privacy
For the purposes of this Agreement, Confidential Information includes any information that is inherently confidential, regardless of its form or medium, as well as any information related to either party’s business or affairs, such as designs, proposals, contracts, financial details, marketing strategies, policies, products, services, processes, operating practices, and procedures. This excludes information that was already in the public domain at the time of receipt or became public through no fault of the receiving party.
Both parties agree to take all reasonable measures to protect the Confidential Information from loss, unauthorised access, use, modification, disclosure, or other misuse.
By using our Services, you acknowledge and agree with our privacy policy and consent for us to collect and disclose your or your employees, contractors, agents and client’s personal information as necessary to provide the Services.
General
This Agreement contains the entire agreement and understanding of the parties and supersedes all purchase orders, prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. No general terms and conditions of either party referred to in elsewhere shall apply, unless expressly agreed in writing.
This Agreement may be executed electronically, including by way of scanned signatures, electronic signature platforms, or email confirmation. Each party agrees that such electronic execution shall be deemed valid and binding and shall have the same force and effect as an original handwritten signature.
Notices must be in writing and be sent by express or registered post with delivery confirmation to the address on the Proposal or by facsimile transmission or email with receipt confirmation.
We each agree to be bound by the special conditions set out in the Proposal and agree they take precedence over any contrary provision in this Agreement.
This Agreement does not create or evidence a partnership, joint venture, or the relationship of employer and employee.
Any amendment or variation to this Agreement is not effective unless it is in writing and signed by all the parties.
If anything in this Agreement is unenforceable, illegal or void, it is severed, and the rest of the Agreement remains in force.
If a dispute arises between the parties, the complainant must not commence any court or arbitration proceedings, except where that party seeks urgent interlocutory relief, unless it has first notified the defaulting party and the parties have made every effort to resolve the dispute by mutual negotiation or mediation.
You may not assign or transfer this Agreement at any time without our prior written consent.
We may licence, subcontract or assign all or any part of the Services but shall not be relieved from any liability under this contract by so doing.
We shall not be liable for any failure or delay in performing our obligations under this Agreement if such failure or delay is caused by circumstances beyond our reasonable control. This includes, but is not limited to, acts of God, war, terrorism, civil unrest, strike, lock-out, industrial action, fire, flood, storm, epidemic, pandemic, government restrictions, failure of public utilities or transport systems, or failure of internet or communication services. In such circumstances, we will use reasonable efforts to notify you and to resume performance as soon as practicable. Any affected obligations will be suspended for the duration of the event, and we will not be liable for any loss or damage suffered by you as a result of such suspension or delay.
The law of New South Wales governs this Agreement. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
