Standard Terms and Conditions

These are the standard terms and conditions for our products and services:

1. Definitions

Unless the context indicates otherwise, the following words have the following meanings:

Background IP means our Intellectual Property which was in existence prior to the commencement of the agreement or which is subsequently developed by us independently of and for purposes unconnected with this agreement.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Confidential Information includes any information marked as confidential and any information received or developed by us during the term of our services to you, which is not publicly available and relates to processes, equipment, and techniques used by you in the course of your business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features, and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to part 3-2, division 1 of the Australian Consumer Law.

Contract IP means Intellectual Property created by us in the course of performing the Services under this agreement.

Deliverable means the goods or services to be supplied by us pursuant to this agreement.

Facilities means working space, computer equipment, software, and access to relevant computer networks, telecommunications systems and similar. It includes access to such resources, as well as their use to the extent required by us to perform the Services.

Fees mean the amounts specified in the quote or subscription pages of this website.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that party and could not have been prevents or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency.

GST Law means the same as the A New Tax System (Goods and Services Tax) Act 1999 (Cth)

Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know-how, frameworks, formulas, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary, or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses mean all losses, including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Parties means you and us, and party means either one of them.

Personal Information has the meaning as defined in any applicable Privacy Law.

Privacy Law means any legislation or administrative requirement imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including, without limitation, any codes, principles or guidelines contained in or arising out of such legislation.

Quote means the quote provided for the Services, if not otherwise indicated on the Subscriptions Page.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth).

Services means the services provided by us as outlined in the Quote provided or the Subscriptions Page.

Specification means the details of the Services outlined in the Quote provided.

Subscriptions Page means the webpage indicating the specific courses and products, with prices.

Supplier’s Personnel means any person or persons that we designate to perform the Services on our behalf.

Termination Date means the earlier of:

(a) The date of termination of this agreement by you or us; and

(b) The date of expiry of this agreement.

2. Services

(a) We will provide the Services to you in consideration for your paying the Fee to us.

(b) The parties agree to the time and place for performance of the Services.

(c) We will use reasonable endeavours to complete the Services within the timelines specified in the Quote or Subscriptions Page.

(d) The Services will be performed by our employees or agents that we may choose as the most appropriate to carry out the Services set out in the Specification or Quote.

3. Location

We will provide the Services Online, unless specified in the Specification or Quote.

4. Fees

4.1. Payment of Fees

(a) In consideration of the provision of the Services, you will pay us the Fees.

(b) You acknowledge that the Fees contained in the Quote are exclusive of any GST that may be charged by us to you, and therefore, we are entitled to add on GST.

4.2. Invoicing

(a) We will provide you with a tax invoice in accordance with GST Law in relation to Fees payable under this clause 4.

(b) Payment will be made by you to us within 30 days after receipt of our invoice.

4.3. Variation of Fees

We reserve the right to vary the rates during the term of this agreement, provided that we give you written notice 14 days prior to the change being implemented.

4.4. Costs and disbursements

We may charge for all costs and expenses incurred in performing the Services, including travel, photocopying, videography, photography, and catering.

4.5. Failure to pay

If you do not make payment by the date stated in the invoice or as otherwise provided for in this agreement, we reserve the right to do any or all of the following:

(a) Charge interest on the outstanding amount at the rate of 10% per year, accruing daily;

(b) Require you to pay, in advance, for any Services which have not yet been performed; and

4.6. Disputed invoices

If you dispute the whole or any portion of the amount claimed in our invoice, you must:

(a) Pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment; and

(b) Notify us in writing within 5 days of receipt of the invoice of the reasons for disputing the remainder of the invoice.

5. Our Personnel

You have the right to request that we cease to permit a particular person or persons employed by us or acting as agents for us to carry out the Services, only if:

(a) You make a notice in writing to us; and

(b) You have reasonable grounds which have been disclosed and discussed to us.

In response to the request, we will, as soon as it is practicable:

(a) Cease to you the Service by the particular person or persons; and

(b) Provide an alternative person or persons to carry out the Service as may be reasonably acceptable to you.

6. Your obligations

During the performance of the Services, you will:

(a) Cooperate with us as we reasonably require;

(b) Provide information and documentation as we reasonably require;

(d) Ensure your staff and agents cooperate with and assist us.

You will not charge for our use of Facilities made available. If you do not provide the Facilities that we reasonably require to perform the Services, then any additional costs and expenses that we reasonably incur will be paid for by you.

7. No partnership or employment relationship

Nothing in this agreement constitutes the relationship of employer and employee between you and us or between your personnel and our personnel. It is the express intention of the parties that any such relationships are denied.

8. Use of subcontractors

(a) We reserve the right to use other persons to provide some or all of the Services.

(b) We are responsible for the work of any of our subcontractors.

(c) Subject to clause 8(d), any work undertaken by our subcontractors will be undertaken to the same standard as stated in this agreement, the Quote and the Specification.

(d) To the extent that the terms of any subcontract stipulate a higher standard for any of the Services than the standards set out in this agreement, any Services provided by the relevant subcontractor will be governed by the conditions of that subcontractor’s subcontract.

9. Disclosure and ownership of Intellectual Property

(a) Other than as expressly provided in this clause, nothing in this agreement transfers or grants any party any right, title or interest in or to any Intellectual Property in any Background IP. We grant to you a worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive licence to use the Background IP to the extent necessary for you to derive full benefit from the acquisition of the Deliverables.

(b) You acknowledge that ownership of the Contract IP remains vested with us. We grant you the exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling you to derive full benefit from the acquisition of the Deliverables.

(c) We agree to indemnify you against all liabilities, costs and expenses which you may incur if the Contract IP or Background IP infringes the rights of a third party, save that we will have no indemnity obligation if any infringement, suspected infringement or alleged infringement of the Contract IP or Background IP arises from:

i. Use of the Deliverables in combinations by any means and in any form with other goods or services not authorised by us;

ii. Use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by us;

iii. Modification or alteration of the Deliverables without our prior written consent; or

iv. Any transaction entered into by us relating to the Deliverables without our prior written consent.

(d) The obligations accepted by the parties under this clause 9 survive the termination or expiry of this agreement.

10. Confidentiality

(a) A party that receives Confidential Information (Recipient) from the other party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that may prejudice its confidentiality.

(b) The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.

i. All Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any products, services or software that the Recipient creates based on the Confidential Information; and

ii. The Recipient must erase and destroy any copies of any products, services, or software containing or comprising the Confidential Information in the Recipient's possession or under the Recipient's control or that may have been loaded into a computer possessed or controlled by the Recipient.

(d) The Confidential Information does not include information which:

i. Is generally available in the public domain other than as a result of a breach of clause 10(a) by the Recipient; or

ii. Was known by the Recipient prior to the Discloser disclosing the information to the Recipient.

(e) The Recipient agrees that the Discloser may require any of the Recipient's personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s personnel.

(f) The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 10 by the Recipient.

(g) The obligations accepted by the Recipient under this Clause 10 survive termination or expiry of this agreement.

11. Privacy

(a) You are responsible for obtaining all relevant consents from, and providing relevant notices to, individuals whose Personal Information is provided by you to us in connection with this agreement, to ensure that our dealings with that information pursuant to this agreement comply with our obligations under any Privacy Laws.

(b) You must indemnify us against, and must pay us on demand the amount of, all Losses, liabilities, costs and expenses arising out of your failure to comply with clause 11(a).

i. Immediately notify us if you become aware of any unauthorised access to, or unauthorised disclosure of, Personal Information under your control by virtue of this agreement, and provide advice as to whether you consider that such security breach may result in serious harm to any individual to whom the information relates;

ii. Comply with any directive from us as to which party will discharge any statutory reporting obligation arising from the incident;

iii. Conduct or assist us in conducting a reasonable and expeditious assessment of the breach or suspected breach; and

iv. Ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.

12. Warranties, liability and indemnities

12.1. Warranties

(a) We warrant that we will use reasonable care and skill in performing the Services at the standard acceptable for the legal profession and broader industry.

(b) If we perform the Services (or any part of the Services) negligently or materially in breach of this agreement, including any part of the Quote or Specification, then, if you request, we will re-perform the relevant part of the Services, subject to clauses 12.6(a) and 12.6(b) below.

12.2. Insurances

We must take out the following insurance:

(a) Worker’s compensation insurance as prescribed by law for our Personnel; and

(b) Public liability insurance for a minimum of an amount to be agreed for each occurrence.

12.3. Employees and subcontractors

We are solely responsible for the payment to our employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as our employees or agents.

We must otherwise comply with legislation applicable to our employees and agents.

12.4. Compliance with all laws

Throughout this agreement, we must comply at our own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority. This requirement applies to us or to the Services. We indemnify you from and against all actions, costs, charges, claims and demands in respect of such action cost, charge claim and demand.

12.5. No warranties in relation to completion

We provide no warranty that any result or objective can or will be achieved or attained at all or by any stated completion date or any other date, whether stated in this agreement, the Specification or elsewhere.

12.6. Limitation on liability

(a) Except in the case of death or personal injury caused by our negligence, our liability under or in connection with this agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, must not exceed the Fees paid by you to us under this agreement.

(b) Neither party is liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature, including any economic loss or other loss of turnover, profits, business or goodwill.

i. In the case of goods supplied to you, the replacement of the goods or the supply of equivalent goods (or the payment of the costs to you of the replacement or supply), or the repair of the goods (or the payment of the costs to you of the repair); and

ii. In the case of Services supplied to you, the supply of the Services again or the payment of the cost to you of having the Services supplied again.

12.7. No reliance

Each party acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.

12.8. Survival of obligations

The obligations accepted by us and you under this clause 12 survives the termination or expiry of this agreement.

13. Termination

(a) Either party may terminate this agreement by notice in writing to the other if the party notified:

i. Fails to observe any term of this agreement; and

ii. Fails to rectify the breach, to the satisfaction of the notifying party, following the expiration of 28 days’ notice of the breach being given in writing by the notifying party to the other party.

(b) Either party may terminate this agreement immediately upon the happening of any of the following events:

i. If the other party commits a material breach of the agreement, which is incapable of rectification;

ii. If you enter into a deed of arrangement or an order is made for you to be wound up;

iii. If an administrator, receiver or receiver/manager or liquidator is appointed to you pursuant to the Corporations Act 2001 (Cth); or

iv. If you would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).

(c) Upon termination of this agreement, any Fees, expenses or reimbursements payable by you to us in respect of any period prior to the Termination Date must be paid by you within seven days after the Termination Date.

14. General

14.1. Force Majeure

(a) Neither party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.

(b) The party affected by these circumstances must promptly notify the other party in writing when such circumstances cause a delay or failure in performance.

(c) If such circumstances continue for a continuous period of more than three months, either party may terminate this agreement by written notice to the other party.

14.2. Amendment

This agreement may only be amended in writing signed by duly authorised representatives of the parties.

14.3. Assignment

(a) Subject to Clause 14.3.(b), neither party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all its rights and obligations under this agreement without the prior written agreement of the other party.

(b) A party may assign and transfer all its rights and obligations under this agreement to any person which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.

14.4. Entire agreement

(a) This agreement contains the whole agreement between the parties in respect of the subject matter of the agreement.

(b) The parties confirm they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.

14.5. Waiver

(a) No failure to delay by us in exercising any right, power or privilege under this agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provide by law.

14.6. Further assurance

Each party to this agreement must at the request and expense of the other do all things reasonably necessary to carry out the provisions of this agreement or to make it easier to enforce.

14.7. Severance

If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this agreement.

14.8. Announcements

(a) Subject to clause 14.8(b), no party may issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes the other party with a copy of such announcement or information and obtains the approval of the other party to its terms.

(b) No party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or regulations.

14.9. Notices

A notice or other communication connected with this agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this agreement, or sent by email to the email address of the addressee.

14.10. Work, health and safety

We must comply with all relevant work, health, safety and welfare standards and regulations determined by you or as prescribed by legislation.

14.11. Law and jurisdiction

This agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts in New South Wales.