Integral Terms and Conditions
Updated 9 November 2018, DC
Thank you for booking your program with Integral Development Pty Ltd ABN 41 008 738 672 or the “Company”. By signing and returning the above Quote page, the Quote will become the Contract and you the “Client” are confirming your agreement to purchase the program described on the Quote page and acceptance of these Terms and Conditions.
CURRENCY OF QUOTATION:
A quotation remains current for three months from issue, after which we may update it. Once the Quote becomes the Contract the Terms and Conditions and fees are fixed.
100% of the Contract Fee will be invoiced on receipt of your signed Contract, unless otherwise agreed. Payment is due within 14 days of the invoice date. A late payment fee of 5% applies to invoices unpaid after 44 days. Credit card payments attract an additional 1.8% processing fee.
(a) Without limiting the Company’s right to claim payment of amounts due under the Contract or any loss and damage sustained due to the cancellation of the Contract due to non-compliance by the Client, if due to non-compliance with the Contract by the Client the Contract is cancelled by the Company or if the Client elects to cancel the Contract;
(i) more than twelve (12) weeks before the commencement date of the Program, the Client must pay the Company 50% of the Contracted Fee plus GST as a cancellation fee; or if cancelled
(ii) less than twelve (12) weeks before the commencement date of the program, the Client must to pay the Company 100% of the Contracted Fee plus GST as a cancellation fee.
(b) Coaching, Survey and Consulting Contracts will be subject to the same cancellation periods as per above.
(c) Any amount which at the time of cancellation has been paid by the Client on account of the Contracted Fee, will be forfeited to the Company and deducted from any cancellation fee due.
(d) If notice of cancellation is given by the Client the effective date of cancellation is the date on which written notice of cancellation is received by the Company.
(e) If the Client elects to cancel the Contract, the Company may (but is not obliged to) offer the Client an opportunity to transfer the value to another Program of equal or greater value of the Contract Fee within a 12-month period of the original contract but otherwise subject to these Terms and Conditions.
AMENDMENTS TO THE PROGRAM:
(a) Changes to the number of participants must be advised to us prior to the commencement of the program. If participants are withdrawn after the survey process / material production for program has begun, 50% of the total cost will be charged, and if participants are withdrawn on the day / after the survey or workshop process the full cost will be charged. All variations must be advised in writing.
(b) Program dates must be rescheduled more than 4 weeks prior to the agreed dates to avoid an additional charge.
(c) Coaching appointments which are cancelled or changed must be made at least 48 hours in advance. Coaching appointments that are cancelled with less than 48 hours notice will be invoiced at 50%. Coaching appointments that are cancelled with less than 4 hours notice may be invoiced at 100%. Coaching appointments cancelled after the appointment time or if the participant(s) does not attend or call the Company the Client will be invoiced at 100%.
Where consultants travel outside the Perth CBD (>30km) to deliver training, the Company will charge for that time, at a rate of $150 per hour.
If there are any reimbursable costs that are not included in the quote such as flights, accommodation and parking fees, we will invoice you in addition at the cost price.
COPYRIGHT AND PERMISSIONS:
The Company asserts exclusive copyright for all materials designed, produced and provided while conducting work for clients, whether or not an explicit copyright assertion appears on the relevant items. Copyrighted material may not be re-branded under any circumstances.
For the purposes of this Contract, “Intellectual Property Rights” means any and all registered and unregistered intellectual property rights anywhere in the world including without limitation, all copyright, trade secrets, patents, patent applications, trademarks, domain names, business names and design rights, and all neighbouring or proximate rights in such things. This Contract: (a) does not transfer to the Client any or any part of the Company’s Intellectual Property Rights, and (b) confers a licence to use materials to which such rights attach only for the purpose of the activities contemplated by these Terms and Conditions. The Client acknowledges and agrees that the Company owns all the Intellectual Property Rights in course materials which are in existence as at the date of the Contract or come into existence after the date of the Contract through the efforts of the Company; or which are developed with the participation of the Client during the course of the Contract.
PRIVACY & CONFIDENTIALITY:
The Company will keep all personal information confidential,but may use the Client and participants details for future contact; and will not sell or pass on their details to other parties, except where they act as consultants or coaches for the Company and the information is required to deliver the Company’s goods or services to the Client. The Company will maintain the confidentiality of information received from the Client, participants and 360˚ raters. Unless agreed to at the commencement of the 360˚ process, information about nominated raters, participant results, survey data and the content of coaching sessions will be confidential, and the Company will provide copies of reports only to the participant. Paper questionnaires will be destroyed one month after reports are returned to participants. The Client consents to the Company to retain and use anonymised data harvested from participant responses, and, to the fullest extent permitted by law, the Client hereby consents to such action on behalf of the participants representing their organisation or company.
SAFETY AND HEALTH:
To ensure the safety and health of all employees, consultants and others involved in the provision of the Company’s services, the Client must provide a safe and healthy environment and be responsible when the Company’s representatives visit the Client’s premises. The Client must implement effective OSH policies and procedures and hold adequate public liability insurance cover.
The Company will use its best endeavours in making arrangements with venue owners, agents, suppliers and others for the running of Programs booked but notifies the Client that all arrangements for Programs are made by the Company as agent for the relevant entity upon the condition that the Company shall not itself be liable for any loss or damage suffered by the Client by reason of non-fulfilment of the provisions of this Contract, including, inter alia:
(i) any cancellation of Program, deviations or delays; or,
(ii) any injury, damage, loss or accident to any persons or goods whatsoever and howsoever the same may be caused.
WARRANTY AND INDEMNITY:
The Client warrants that all participants will act at all times in a responsible manner taking care for the safety of other persons and their property. The Client indemnifies the Company and will continue to indemnify the Company against all loss, damage and liability to any person arising from any breach of this warranty. Without prejudice, the Company is not liable for any cancellation, delays, deviations or changes in Program caused by War, threat of War, riot, civil commotion, industrial dispute, disaster, technical problems with transportation, bad weather, accident, illness or other matters beyond the Company’s control. The Client releases and discharges the Company, its employees and agents from all claims of any kind whatsoever, including damage, death or injury, arising from any cause whatsoever except due to an actual breach of duty or negligence by the Company or its employees or agents. The Client indemnifies the Company, its employees and agents from and against all claims, demands, actions, damages, costs, losses and expenses of any nature whatsoever incurred directly or indirectly by the Client or its guests.
(a) GST: The Company and the Client will comply with the GST laws in every respect in relation to invoicing and payments under this Contract.
(b) DISPUTES: Neither the Company nor the Client may resort to litigation to resolve a dispute under this Contract, except for urgent injunctions, unless the Company and the Client first make a bona fide attempt to resolve the dispute by negotiation, and, if negotiation fails, by mediation before a mutually acceptable mediator, or one appointed by the President of the Law Society of Western Australia. The Company and the Client will continue to perform this Contract pending the resolution of any dispute.
(c) ENTIRE CONTRACT: These Terms and Conditions represent the whole of the Contract between the Company and the Client on the subject matters dealt with here, and that all other discussions, representations and understandings are excluded. The person who signs the Contract for the Client represents that he or she has authority to make this Contract on behalf of the Client. If it is found that the signatory lacks authority and that the Client is thereby not liable under this Contract, then the person who signs this contract shall be deemed to have entered into this Contract with the Company on his/her own behalf.
(d) GOVERNING LAW & JURISDICTION: This Contract is governed by and construed in accordance with the laws of Western Australia, and the Client agrees to submit to the exclusive jurisdiction of the Courts in that State. The Client agrees to pay all fees incurred by the Company in recovering any sum due under or due to breach of this Contract on a full indemnity basis.
(e) SEVERABILITY: If any provision or term of this Contract becomes or is declared by a court to be illegal, invalid or unenforceable for any reason, that provision or term will be deemed to be severed and the remainder of the Contract will remain in force and be binding on the Company and the Client.
(f) VARIATION: This Contract may be varied only by a writing signed by both the Company and the Client.
(g) CONTINUING OBLIGATIONS: All payment obligations, warranties and indemnities will survive the termination or expiry of this Contract.
(h) WAIVERS: The failure, delay or omission by the Company and the Client to exercise any power or right conferred upon that party by this Contract will not operate as a waiver of such power or right, nor will any single exercise or failure to exercise any such power or right preclude any other future exercise of the same power, or the exercise of any different power or right under this Contract.
41 008 738 672
: +61 8 9242 8122
: PO Box 5766, St Georges Terrace, WA, 6831
: Level 3, 88 William Street, Perth, Western Australia 6153