Organisations (Client) who engage the Supplier to provide Services, including all staff, contractors and any other Client representatives (Participants), are covered by these terms and conditions upon explicit or implied acceptance of this agreement.

General

• The Client will be responsible for setting up and organising an appropriate training venue, catering and any other associated venue hosting costs.
• The Supplier will not be responsible for any costs incurred as a result of incorrect, ambiguous or omitted advice or information provided to Supplier by the Client throughout the engagement period.
• The Supplier asserts that the Client provide regular feedback and encourages the Client to become proactively involved throughout the engagement process. If at any time the Client believes the Services are not or may not meet the Client’s specific requirements, the Client agrees to notify the Supplier immediately in order to address any issues or concerns identified by the Client in a timely manner.
• The Supplier reserves the right to use contractors or subcontractors to assist in the delivery of Services. The Supplier warrants that all contractors or subcontractors engaged by the Supplier will adhere to the same confidentiality agreements and adhere to all Client requirements when acting on behalf of the Supplier.
• The Supplier reserves the right to re-assign personnel, including contractors and subcontractors, at any time and without notice or consultation.
• The maximum number of Participants per training session must not exceed the number of Participants stated in the Fee Schedule. Subject to prior approval by the Supplier, additional Participants may be permitted per training session. Additional charges will apply.
• Filming / Recording: The Client agrees that Participants or any of its representatives will not film and/or record any Supplier personnel and/or its Services without prior written authorisation from the Supplier.
• Authorisation to film and/or record will only be granted in exceptional circumstances.

Intellectual property

• The Supplier owns all intellectual property relating to its Services; including but not limited to course structure, content and role-playing, etc., with the exception of specific content that focuses on and directly relates to the Client’s organisational policies, processes, principles and values. All other content remains the intellectual property of the Supplier.
• The Client unconditionally agrees that it will not copy or transmit the Suppliers protected material without prior written permission from the Supplier.

Financial Provisions

• The Client will be charged all applicable fees as they appear in the Fees Schedule.
• All Client Purchase Order requirements must be submitted and provided to the Supplier a minimum of 10 business days prior to the first scheduled training date.
• The acceptance of the Client’s Purchase Order by the Supplier will not supersede these (the Supplier’s) Terms and Conditions
• Where a Purchase Order is not provided by the Client to the Supplier within 10 business days of the first scheduled training date, the Supplier reserves the right to withhold or delay Services and to determine whether the Services as outlined within the Client Proposal document will or can be delivered on the scheduled date(s).
• Where a Purchase Order is not provided by the Client to the Supplier within 10 business days of the first scheduled training date (and the Supplier agrees to proceed with the scheduled Services), the Client agrees to pay for any additional travel related costs (where required) that have been incurred due to the delay in receiving the Client Purchase Order.

Payment Options: Direct Debit via EFT, most major Credit Cards and Cheque.

• Payment Terms: A deposit equal to 50% of the Total Delivery Fee is payable as indicated in the Fee Schedule within seven (7) days from the date of the invoice and prior to the first scheduled training date.
• The outstanding balance of all remaining fees, including any out-of-pocket or travel related expenses will become due at the conclusion of each individual training day and will become payable within 30 days from the date of the invoice.
• Invoices that become overdue by more than 60 days are subject to an overdue fee charged at 10% per annum, the fee will be calculated daily from the date the invoice becomes overdue.
• Where applicable, travel related costs will ONLY be incurred where the Client Proposal (Fee Schedule and/or the Acceptance of Proposal) stipulates that Travel Related Costs will, or will likely be incurred, such as flights, accommodation, meals, parking, taxis, car hire, etc., these costs will be charged back to the Client at their original cost by the Supplier, the Supplier agrees to itemise these charge back costs on each invoice.
• Where a team member representing the Supplier has been specifically requested by the Client to provide Services for the Client, and that team member is required to travel interstate or to a regional location, an additional fee may be levied based on the distance and travel time required to reach the Client’s nominated destination and will be advised prior to engagement.  This fee is not applicable where a Regional Loading fee has been applied.
• The Supplier reserves the right to revise the Fee Schedule or any other quotes related to the provision of Services on assignments where the scope of the assignment or where the requirements of the Supplier, have changed from that which was understood and agreed upon by both the Client and the Supplier.
• All fees and prices outlined in this agreement are valid for a period of 180 days. The Supplier reserves the right to adjust these fees if there is a significant change in dates or if the scope of Services changes at any time during the provision of the Services.

Cancellation & Rescheduling

• The Client acknowledges and agrees that any requests to cancel or reschedule the scheduled Services, in part or in full, must be made in writing to the Supplier as soon as possible and accepts that a Fee will apply on the following basis;

Where written notification to cancel the scheduled Services is received;

Standard

Promotional

* The availability of rescheduled training dates is at the sole discretion of the Supplier; all reasonable requests will be considered.

Liability & Indemnity

• The Supplier will not be held liable for any costs incurred or actions taken by the Client or related third parties as a result of misinformation or inaccurate information supplied by the Client throughout the period of service/assignment.
• In no event will the Supplier or the Client (or their respective related entities) be liable to each other for any indirect, punitive, special, incidental or consequential loss in connection with or arising out of the provision or performance of services, the agreement reflected in these Terms & Conditions (including for loss of profits, use, data, or other economic advantage), and whether or not such loss is or was within the reasonable contemplation of the parties. For the purposes of clarity, travel related costs directly associated with the delivery of Services are classified as direct costs and not exempted by this clause.
• Notwithstanding any provision of this agreement, the maximum liability of the Supplier under or in connection with this agreement is limited to the aggregate of the fees paid to the Supplier, to the extent any proceeds of insurance are insufficient or not available to cover any claim(s) against the Supplier for a loss for which the Supplier is responsible.

Confidentiality

• The Supplier agrees not to disclose to any third party any information or other material in relation to the Client which information would reasonably be regarded as confidential or which has been made available to the Supplier in confidence through the services including conversations with employees and information relating to the Client’s practices and procedures, except to the extent required by law. In the delivery of the services the Supplier to at all times comply with applicable obligations under the Privacy Act 1988 (Cth).