Terms of Engagement effective 23 November 2022
These Terms of Engagement form part of our agreement with our customer. Our customer is the person or entity that we agree to provide services to in the letter of engagement or email that accompanies or refers to these Terms of Engagement. The customer that we agree to provide service to in the letter of engagement or email is referred to in these Terms of Engagement as ‘you’.
These Terms of Engagement and our letters and emails setting out particular work we agree to do for you (each a Service), are costs agreements setting out the basis on which you engage us to act for you on your own behalf or on behalf of any company or organisation you represent. If we do work on your instructions for a company or organisation you represent, it is your obligation to ensure that company or organisation is aware of these Terms of Engagement and costs agreements.
We will treat the instructions and information you give us as confidential except as you instruct us or as required by law.
You agree to us disclosing the fact that we have provide services to you and the general nature of the work we have done for you in tender documents, brochures or similar publications. However, we will not do this if you request us not to.
2. Intellectual Property
All intellectual property, intellectual property rights and related material (the “Intellectual Property”) that existed prior to the Agreement are and remain our property.
All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be our property. You will be granted a non-exclusive limited-use licence of this Intellectual Property. The licence excludes the right of commercial exploitation of the Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with us.
3. Personal information
Where you provide personal information to us that is personal information of a third party, you confirm that:
- the information has been collected in accordance with applicable privacy laws;
- we are authorised to receive that information from you and use it to provide services to you;
- unless exempted under the applicable privacy laws from doing so, you have taken reasonable steps to ensure that the individuals are aware, or would have expected, that their personal information could be provided by you to your advisers.
We may use the personal information of the people instructing us, or otherwise communicating with us on your behalf, for our marketing and business development purposes unless you or they inform us not to do so.
4. Our fees
We normally charge for our services by reference to the time we spend and complexity of the Service.
We may require you to pay money into our trust account in anticipation of our fees and charges.
5. Bill of Costs
We normally issue our bill of costs when the Service has been provided. We may also send you an additional bill of costs at any time to cover accumulated fees and disbursements. We issue our bill of costs and receive payment in Australian dollars.
You consent to receiving our bill of costs electronically to your usual email address or mobile phone number (or to another email address or mobile number you have specified) or by a specific arrangement for electronic receipt of our bill we have both agreed to.
If you request a hard copy invoice we will provide it to you. Our bill of costs may also be given to you or your agent by personal delivery, by post or by leaving a copy at your usual or last known business or residential address or at your DX box.
Our bill of costs may be assigned to our service company. Any written communication to you from Australian Network on Disability is sufficient notice of assignment.
We require our bill of costs to be paid within 30 days of receipt. If you pay our bill of costs by credit card, the merchant service fee charged to us by our bank will be passed on to you. This fee is currently equal to 1.50% for domestic Visa and Mastercard payments, 2.5% for international Visa and Mastercard payments.
We may also cease providing services to you or suspend further work until payment is made.
Please contact the person responsible for a particular Service if you have any queries about our costs for that Service or any other aspect of our costs agreement for that Service.
7. How we work together
To allow us to provide you with the best services possible, you must give us all the information you have that is relevant to your Service. This information should be in writing if possible. Please do not assume we already have all the relevant information. If you remember, or become aware of, any other information relevant to your Service you must let us know immediately.
8. Member hours
Some membership levels include a block of consultancy hours for your use. The use of these hours is based on your direction and your requirements for your business.
Whilst member hours can be used for bespoke training, use of member hours for the purchase of e-learn is not permitted.
Member hours accrue for a period of twelve months. These hours must be used by the end of the yearly membership period. Unused hours cannot be rolled into the next year.
9. Cancellation or reschedule of Training
Our service offerings include the arrangement of training courses for you as requested. We note that in some circumstances it may be necessary for us or you to cancel this training. Cancellation of training sessions made by you within seven working days will incur a 50% payment and travel costs if incurred. Cancellations within 24 hours of the arranged delivery time will be charged at the full cost of the training. Postponement of training sessions may incur payment of any booked travel costs.t
If there are last minute alterations to a training session due to unforeseen circumstances (e.g., facilitator illness) we will advise you and first endeavour to find a replacement facilitator before offering an alternative date / time for the session.
10. GST adjustment
You must pay an additional amount for any taxable supply by us to you equal to the amount of our fees and charges for disbursements multiplied by the prevailing GST rate. This additional amount will be included in our bill of costs. Any bill of costs will be in a format which constitutes a tax invoice for GST purposes.
To the extent that we incur any external disbursements for which we require you to reimburse us, the amount of the reimbursement will be calculated net of any refund or input tax credit to which we are entitled.
11. Third party cheques
Unless you instruct us in writing to the contrary, any cheques which are delivered to us for the purposes of payment to or delivery to a third party will be paid or forwarded by us direct to the relevant third party and you will be taken to have authorised us to do so.
12. End of the agreement
Either of us, subject to any obligations we have by law, may terminate this agreement by providing seven (7) days’ notice to the other party.
If either of us terminates this agreement then you will be liable and obliged to pay us for all work we have done or necessarily do, and all charges for disbursements we have incurred or necessarily incur, including work properly done and charges properly incurred after the date of termination.
13. Our liability to you
Nothing in our costs agreements with you extends our liability beyond that which ordinarily applies under law and, to the extent permitted by law, we are not liable for any damage or compensation to the extent that your loss or damage is caused or contributed to by you or others.
We have various electronic means of communicating. These may involve some special risks – for example, the risks of interception, transmission of computer viruses and unauthorised amendment. You accept those risks and you release us from any liability, loss (including consequential and economic loss), damage or expense caused by those risks.
14. Altering this agreement
At any time we may alter any of the terms of this agreement to the extent allowed by law. We will notify you of any such change.
The change will apply from the date the term is altered.
We keep copyright in all documents prepared by us while working on your Service. If literary and other works are made by us for or under the direction or control of the Commonwealth or a state, all copyright vests in us, despite sections 176 and 177 of the Copyright Act 1968 (Cth).
16. Recording of training sessions
We do not give permission for our training sessions to be recorded in any format.
17. Governing law and jurisdiction
All aspects of our work done in relation to each costs agreement with you are governed by the laws of New South Wales.
We both submit to the non-exclusive jurisdiction of the courts of New South Wales. To the extent of any inconsistency between these terms and a provision of a letter or email forming part of a costs agreement, the provision in the letter or email will prevail.
17. Current rates for disbursements (inclusive of GST)
Disbursements we incur for external services may include:
- outsourced photocopying/printing;
- consultants employed on your behalf;
- courier deliveries (suburban, country, interstate and overseas);
- government fees and charges (including court fees and charges);
- travelling and accommodation expenses;
- Adjustments required for accessible meetings.