These terms of business apply to the services you have engaged us to provide in accordance with our confirmation letter. Our confirmation letter and these terms of business form the entire agreement between us about those services. They replace any earlier agreements, representations or discussions. If anything in these terms of business is inconsistent with our confirmation letter, our confirmation letter takes precedence.
Contents
- Our services
- Your responsibilities
- Intellectual property
- Fees, expenses and costs
- Confidentiality and privacy
- Liability
- Electronic communications
- Subcontractors
- Transfer of information
- Performing services for others
- Termination
- Relationship
- Force majeure
- Assignment
- Applicable law
- Standards Australia Materials
- Definitions
1 Our services
1.1 Scope – We will perform the services described in our confirmation letter with reasonable skill and care.
1.2 Changes – Either of us may request a change to the services, or anything else in this agreement. A change will not be effective unless we have both agreed to it in writing.
1.3 Services for your benefit – Our services are provided solely for your use and benefit.
1.4 Training materials – You are permitted to use the training materials for the purpose of attending the training course. Except as permitted under this agreement, or with our prior written consent, you may not:
- show or provide a copy of the training materials to any third party
- alter or modify the whole or any part of the training materials nor permit the training materials or any part of them to be combined with, or become incorporated into, any other materials.
1.5 No liability to third parties – We accept no liability or responsibility to any third party in connection with our services.
2 Your responsibilities
2.1 Generally – You agree to:
- provide us promptly with all information, instructions and access to third parties we reasonably require to perform the services, and
- provide adequate and safe facilities for us when we work at your premises.
2.2 Training course delegates – You must ensure that each delegate who attends a training course on your behalf complies with the obligations set out in this agreement (other than in relation to the payment of our fees) as if that delegate were named as the client in our confirmation letter.
2.3 Information – You are responsible for the completeness and accuracy of information supplied to us. We may rely on this information to perform the services and will not verify it in any way.
3 Intellectual property rights
Nothing in this agreement affects the ownership of existing and future intellectual property rights in the training materials or any other materials used by us for the purpose of conducting the training course.
4 Fees, expenses and costs
4.1 Payment for services – You agree to pay us fees for our services on the basis set out on your invoice.
4.2 GST – Our fees, expenses and charges exclude GST (unless stated otherwise).
If a supply to you under this agreement is a taxable supply under A New Tax System (Goods and Services Tax) Act 1999, you agree to pay us an amount equal to the GST we are required to pay on the taxable supply.
4.3 Invoices and payment – We will invoice you after we have sent you a confirmation letter and you agree to pay the invoiced amount within the period specified on the invoice.
5 Confidentiality and privacy
5.1 Confidential information – We each agree not to disclose each other’s confidential information, except for disclosures required by law or confidential disclosures under our respective policies.
5.2 Referring to you and the services – We may wish to refer to you and the nature of the services we have performed for you when marketing our services. You agree that we may do so, provided we do not disclose your confidential information.
5.3 Privacy – Our approach to privacy is set out in our Privacy Policy, available at risktrainingprofessionals.com/privacy-policy. You agree to comply with the Privacy Act 1988 (Cth) when providing us with information. We agree to co-operate with each other in addressing our respective privacy obligations in connection with the services.
5.4 We use Mailchimp (The Rocket Science Group, LLC) to manage our newsletter and send emails to our subscribers. Read their Privacy Policy here and their Cookies Statement here.
6 Liability
6.1 Liability cap – You agree our liability for all claims connected directly or indirectly with the services (including claims of negligence) is limited to an amount equal to 10 times the fees payable for the services, up to an overall maximum of $200,000.
6.3 Consequential loss – To the extent permitted by law, we exclude all liability for loss or corruption of data, loss of profit, goodwill, business opportunity or anticipated savings or benefits or indirect or consequential loss or damage.
7 Electronic communications
We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss or delay of electronic communications.
8 Subcontractors
8.1 Subcontractors – We may use subcontractors to perform or assist us to perform the services. Despite this, we remain solely responsible for the services.
9 Transfer of information
We use contractors or suppliers located in Australia and overseas to provide us with services we use in performing services. You consent to information provided to us by you or on your behalf (including personal information and your confidential information) being transferred to those contractors and suppliers, so long as they are bound by confidentiality obligations.
10 Performing services for others
Provided we do not disclose your confidential information, you agree that we may perform services for your competitors or other parties whose interests may conflict with yours
11 Termination
11.1 By notice – Either of us may terminate this agreement by giving the other at least 14 days’ notice in writing (unless it would be unlawful to do so). This agreement terminates on expiry of that notice.
11.2 Fees payable on termination – You agree to pay us our fees payable on termination on the basis set out in our confirmation letter.
11.3 Clauses applying after termination – The following clauses continue to apply after termination of this agreement: 1.2, 1.3, 1.4, 4, 5, 6, 8, 9, 10, 11.3, 12, 13, 14, 15 and 16.
12 Relationship
We are your independent contractor. You agree that we are not in a partnership, joint venture, fiduciary, employment, agency or other relationship with you.
Neither of us has power to bind the other.
13 Force majeure
Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
14 Assignment
Neither of us may assign or deal with our rights under this agreement without the other’s prior written consent.
15 Applicable law
Unless our confirmation letter otherwise states, the law applying to this agreement is the law of New South Wales. Both of us submit to the exclusive jurisdiction of the courts of that state and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.
16 Standards Australia Materials
As part of the services we may provide you with a hard copy of materials produced by Standards Australia Limited (“Standards Australia”) which are licensed to us by Standards Australia (“Standards Australia Materials”) to enable us to provide the education and training services referred to in this agreement. In respect of any Standards Australia Materials provided to you, you agree:
(a) other than the Licence granted to use the Standards Australia Materials below, nothing in this agreement transfers any right, title or interest in the Standards Australia Materials to you and Standards Australia owns the Intellectual Property Rights in the Standards Australia Materials;
(b) the Standards Australia Materials may only be used in connection with the education and training services provided by RTP;
(c) you must not copy, reproduce, store, sell, distribute, loan, rent, or lease the Standards Australia Materials to any other third parties, without the prior written permission of RTP and Standards Australia;
(d) you must not modify, adapt, translate, or embed the Standards Australia Materials, without the written prior permission of RTP and Standards Australia;
(e) any use of the Standards Australia Materials is at your risk;
(f) to the maximum extent permitted by law, Standards Australia disclaims all representation and warranty (express or implied), and will not be liable for any loss or damage howsoever arising (including consequential loss or loss of business, profit, revenue or goodwill) in connection with the use or reliance of the Standards Australia Materials. In particular, Standards Australia makes no warranty in relation to the quality, suitability, currency, accuracy, completeness, merchantability or fitness for a particular purpose of the Standards Australia Materials.
17 Definitions
In this agreement the following words and expressions have the meanings given to them below
17.1 affiliate – an entity which, directly or indirectly, controls or is controlled by or under common control with you
17.2 our, us or we – Risk Training Professionals Pty Ltd (ABN 39 675 655 844) (RTP)
17.3 this agreement – these terms of business and the confirmation letter to which they are attached
17.4 training course – the training course identified in our confirmation letter to be conducted by RTP
17.5 training materials – the training materials for the relevant training course in whatever form (whether oral, written, electronic or visual) prepared by RTP
17.6 you or your – the client identified in our confirmation letter
