(1) PROVISION OF SERVICES

(a) If you -

(i) complete the booking process using our Booking System; and
(ii) pay the Workshop Fee;

then we agree to provide the Training Services and the Training Materials to each Participant on the Agreed Date on the terms set out in this Agreement.

(b) You have the right to book the Training Services for a maximum of two Participants per Workshop.

(c) We are under no obligation to allow more than two people from a single organisation to participate in any Workshop. Accordingly, we may reject or cancel the participation of either or both of the Participants in the Workshop if we determine that more than two people from your organisation have tickets to attend that Workshop.

(d) If you are not a Participant, or if you are not the sole Participant, then you are responsible for:

(i) liaising and communicating with the Participants prior to the Workshop, including to ensure their availability and their preparedness to participate in the Workshop; and
(ii) ensuring that Participants:

(A) do not do anything which would put you in breach of this Agreement if you had done it yourself;
(B) comply with lawful and reasonable directions from the Workshop presenter, immediately prior to, during, and in the immediate aftermath of, the Workshop.

(e) Without limiting Clause 1(d)(ii), you must ensure that each Participant arrives in the virtual classroom at least 10 minutes before the scheduled start time.

(2) CANCELLATIONS AND POSTPONEMENTS

(a) You have a right to cancel your participation in the Workshop on the terms set out in this Clause 2.

(b) If you wish to postpone your participation in a Workshop then you must cancel your participation in the Workshop as set out in this Clause 2, and re-book a new Workshop.

(c) You must notify us of your intention to cancel your participation in the Workshop in writing, and any notice given in any other way is deemed invalid.

(d) You acknowledge that cancellations by you can cause significant inconvenience and losses to our business. We may not be able to fill your place if you cancel your participation in the Workshop, especially if the cancellation is made shortly before the Agreed Date.

(e) If you provide us with written notice of your intention to cancel your participation in the Workshop, then we agree to refund the Workshop Fee to you as follows:

(i) if you provide us with 28 or more days' written notice, then we agree to refund 100% of the Workshop Fee to you;
(ii) if you provide us with between 14 and 27 days' written notice, then (subject to Clause 2(g) below) we agree to refund 50% of the Workshop Fee to you;

(f) If you cancel your participation in the Workshop less than 14 days before the Agreed Date, or if you simply fail to participate in the Workshop, then (subject to Clause 2(g) below) you are not entitled to a refund.

(g) Despite Clauses 2(e)(ii) and 2(f) above, if -

(i) you provide us with less than 28 days’ or 14 days’ written notice of your intention to cancel your participation in the Workshop (as the case may be); and
(ii) we fill your place in the relevant Workshop with another paying customer; then
(iii) we agree to refund 50% of the Workshop Fee to you.

(h) We reserve the right to cancel or reschedule the Workshop. If we seek to reschedule the workshop and you are unable or unwilling to participate on the replacement date, we will provide you with a full refund of the Workshop Fee.

(3) SUPPLY AND CONFIGURATION OF RESOURCES FOR ONLINE WORKSHOPS

(a) You must supply or otherwise ensure that each Participant has sole access to a computer within their own private space for the entire duration of any Workshop.

(b) Without limiting Clause 3(a) above, you must ensure that no Participant allows any other person to share their computer to participate in any Workshop.

(c) Every computer used by the Participants must:

(i) have, or be equipped with, a working camera and microphone;
(ii) have standard business software installed, including a web browser; and
(iii) the ability to access the internet with speeds sufficient to enable participation in an interactive online workshop without interruption or lag.

(d) You must ensure that each computer and network used by the Participants is properly configured to enable them to participate in any Workshop.

(e) To avoid doubt, Clause 3(c), requires you to ensure that:

(i) firewalls do not block access to our online training platform, “Kaltura”;
(ii) each Participant runs a successful ‘tech check’ from the computer and the location they intend to use at least 2 business days before the Agreed Date.

(f) You acknowledge and agree that no refunds are available if any intended Participant is unable to participate in the Workshop due to the failure to comply with the obligations under this Clause 3.

(4) FINANCIAL

In consideration for the provision of the Training Services, you must pay the Workshop Fee to us through the Booking System at the time of making the booking.

(5) RELATIONSHIP

(a) We are an independent contractor, and nothing in this Agreement creates any other type of relationship between the Parties (whether that is an employment relationship, an agency, a partnership, a joint venture or otherwise).

(b) You acknowledge that this Agreement is not a contract of personal service, and that we have the right to engage subcontractors, providing we remain responsible to you for the quality of the agreed services.

(c) In dealing with each other under this Agreement the Parties must both act:

(i) honestly and reasonably;
(ii) in ways that respect our individual professional skills and capabilities;
(iii) in ways that avoid micromanagement of the other; and
(iv) in a way that is not arbitrary, capricious or calculated to injure the other Party.

(6) INTELLECTUAL PROPERTY

(a) We are the owners or licensees of all Intellectual Property in the Training Materials and nothing in this Agreement transfers or assigns any of those rights to you.

(b) We grant a revocable, worldwide, royalty-free, non-sublicensable, non-transferable, licence to the Participants to use the Training Materials strictly for personal education and reference purposes, and only for those purposes.

(c) To avoid doubt, nothing in this Agreement confers a right upon you or the Participants to:

(i) provide the Training Materials to other people;
(ii) use the Training Materials to assist in the creation of another course or workshop;
(iii) amend or adapt the Training Materials in any way; or
(iv) incorporate a substantial part of the Training Materials in other works created by you.

(d) You must not make any recording of the Workshop, and you must ensure that no Participant makes a recording of the Workshop.

(7) FORCE MAJEURE

(a) If a Party (the ‘Affected Party’) is unable to perform an obligation under this Agreement due to a Force Majeure Event, then the Affected Party must notify the other Party (the ‘Notified Party’) in writing of the extent to which the Affected Party is unable to perform its obligation.

(b) The Affected Party must provide the Notified Party with its notice under Clause 7(a) as soon as reasonably practicable, and in any event no later than 10 business days, after the Force Majeure Event arises.

(c) If the Affected Party complies with its obligations in Clause (7)(a), then subject to Clause 7(c) below, the Affected Party’s obligation to perform the specified obligation is suspended for the duration of the delay caused directly by the Force Majeure Event.

(d) The suspension of obligations under Clause 7(c) only applies for the time, and to the extent, that the Affected Party uses all reasonable endeavours to minimise the impact of the relevant Force Majeure Event.

(e) Nothing in Clause (7) suspends any obligation to pay any money under this Agreement.

(8) BREACH AND TERMINATION

(a) If –

(i) one Party (the ‘Defaulting Party’) breaches any obligation under this Agreement which is capable of being rectified; and
(ii) the other Party (the ‘Innocent Party’) provides written notice (a ‘Notice of Default’) to the Defaulting Party requiring rectification of the breach; and
(iii) the breach is not rectified within 14 days; then

this Agreement terminates 14 days after the notice is given.

(b) The Parties agree and acknowledge that damages are not a sufficient remedy for any breach which results in the unauthorised use, of its Intellectual Property or the unauthorised use or disclosure of the confidential information.

(c) The Parties agree and acknowledge that the rights of termination in this Clause are in addition to the rights of termination that arise under the common law or in equity.

(d) The following Clauses survive the termination of this Agreement:
(i) Clause 4 (Financial)
(ii) Clause 6 (Intellectual Property);

(e) Without limiting Clause 8(c), the termination of this Agreement on any grounds does not affect any rights or obligations which had accrued by the time of termination.

(9) GUARANTEES AND IMPLIED TERMS

(a) The law (including the Australian Consumer Law) implies certain terms into this Agreement which cannot be restricted or excluded. These include guarantees that services are -

(i) rendered with due care and skill;
(ii) reasonably fit for the purposes for which they were intended; and
(iii) delivered within a reasonable time.

Such implied terms form part of this Agreement, and nothing here is intended to exclude, restrict or modify them.

(b) We make no warranties or guarantees regarding our services other than those expressly included or referred to in Clause 9(a). We exclude all terms implied by statute except those which cannot be excluded.

(10) LIABILITY

(a) If we breach any terms which are implied into this Agreement by law (such as the terms referred to in Clause 9 above), then your remedy against us is limited to:

(i) the supply of the Training Services to you again; or
(ii) the payment of the cost of having the Training Services supplied again.

(b) Except as provided in Clause 10(a) above, and subject to Clause 10(c) below, we are not liable to you for any claim which is related in any way to the Training Services:

(i) of whatever nature (whether any indirect, incidental, special or consequential loss or damage or otherwise, including loss of business or other profits); and
(ii) however arising (whether through the law of negligence or tort generally, breach of contract, breach of statutory duty or otherwise).

(11) GENERAL

(a) The Parties agree that they will each do all things reasonably required to give effect to this Agreement within reasonable timeframes.

(b) This Agreement represents the entire understanding between the Parties with respect to the Training Services, and supersedes all previous agreements, contracts, understandings and representations.

(c) No amendment to this document (including an amendment to this Clause 11(c)) is effective unless it is in writing and signed by the Parties.

(d) A failure to exercise any power or remedy does not operate as a waiver unless that waiver is in writing. A waiver in writing is only effective in relation to the specific instances identified in that document.

(e) If any part of this Agreement is, or becomes, void or unenforceable, that part is severed from this Agreement, and (in so far as possible) all other parts continue with full force and effect.

(f) This Agreement is governed by the laws in force in the State of Victoria, Australia.

(g) The Parties submit to the jurisdiction of the courts in Melbourne, Victoria, and courts elsewhere which hear appeals from those courts.

(12) DEFINITIONS

In this Agreement, the following words have the following meanings unless the context clearly requires otherwise:

(a) ‘Affected Party’ has the meaning defined in Clause 7(a).

(b) ‘Agreed date’ means the date for the delivery of the Training Services that are booked through TryBookings.com or subsequently agreed to by the Parties in accordance with Clause 2.3.

(c) 'Booking System' means the booking service offered through the TryBooking.com website, or other online booking service used by us from time to time.

(d) 'Defaulting Party’ has the meaning defined in Clause 8(a)(i).

(e) ‘Force Majeure Event’ means an event or circumstance which –

(i) is beyond the control, and without the fault, of the Affected Party; and
(ii) the Affected Party is unable to prevent by taking reasonable measures:
and includes:
(iii) actions taken by third parties, including governments, venue operators, and transportation operators in direct response to a pandemic declared by the World Health Organization:
(iv) war, civil war, rebellion, insurrection of military power, or acts of terrorism; and
(v) earthquake, flood, fire, or other physical natural disaster.

(f) ‘Intellectual Property’ means all industrial and intellectual property rights including:

(i) all patent rights, including the right to file a patent application or provisional patent application;
(ii) copyright;
(iii) moral rights;
(iv) trade marks and trade names; and
(v) all trade secrets, know-how and confidential information;

anywhere in the world, whether at common law or conferred by statute, and whether registered or unregistered.

(g) ‘Notified Party’ has the meaning defined in Clause 7(a).

(h) 'Participants' means the person or persons nominated by you when booking our Training Services on our Booking System.

(i) ‘Training Materials’ means the resources provided by us to you – including workbooks, notes, and (at our discretion) copies of presentations – to be used in the delivery of any Workshop delivered by us as part of the Training Services

(j) ‘Training Services’ means the delivery of the online instructional workshops that are specified or referred to in the Booking System.

(k) 'Workshop' means the workshop at which the Training Services are delivered (or scheduled to be delivered) to you.

(l) ‘Workshop Fee’ means the fee payable under this Agreement for the Training Services.

(13) RULES OF INTERPRETATION:

In this Agreement, the following rules apply unless the context requires otherwise:

(a) A reference to ‘we’, ‘us’, ‘our’, ‘Communication Skills Academy’, or ‘CSA’ is a reference Refresh Marketing Pty Ltd trading as ‘Communication Skills Academy’ (ABN 37 659 808 161), our directors, employees, contractors, successors and assignees.

(b) A reference to ‘you’, or ‘your’ is a reference to the person identified during the booking process on our Booking System.

(c) a reference to ‘these Terms & Conditions’ is a reference to this document.

(d) A reference to ‘this Agreement’ means the agreement between you and us as set out in these Terms & Conditions.

(e) A reference to a ‘person’ or a 'party' is a reference to any legal or business entity, including a natural person, a company, an incorporated association, a trading trust, and a partnership;

(f) A reference to a ‘Party’ is a reference to you or us, and includes that Party’s successors and assigns.

(g) A reference to a ‘Clause’ is a reference to a clause of this Agreement.

(h) A reference to the ‘Schedule’ is a reference to the Schedule at the start of this Agreement.

(i) A reference to ‘writing’ (or something that is ‘written’) includes text sent by email.

(j) The singular includes the plural, and vice versa.

(k) If a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(l) The meaning of general words is not limited by specific examples introduced by ‘including’, ‘such as’, ‘for example’ or similar expressions.

(m) Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement or any part of it.

TryBooking is an online system for organisations and community groups that has been designed to look after the entire event ticketing and registration needs.

All issues relating to the sale of tickets and the hosting of their associated event(s) are the responsibility of the “Event Organiser” and not that of TryBooking Pty Ltd (Australian Business Number 71126987915).

Please visit https://www.trybooking.com/info/customer-terms-and-conditions for our terms and conditions.