QBS Terms and Conditions
I. PROGRAM DELIVERY
These Terms and Conditions form part of an agreement between Quality Business Services Pty Ltd ABN 73 102 885 030 and CLIENT for the provision of the Program to one or more PARTICIPANTS. In the event that CLIENT is also the PARTICIPANT, a reference in these Terms and Conditions to “PARTICIPANT” is to be interpreted as a reference to “CLIENT”.
- 1.2 Availability of Program
QBS will provide the Program as described in the Program Schedule, subject to these Terms and Conditions.
- 1.3 Commencement and DurationThe Program will commence on the designated Program Commencement Date, and will continue for the duration set out in the Program Schedule. Notwithstanding the foregoing, QBS reserves the right to alter:
- (a) the Program Commencement Date at any time prior to commencement; and/or
- (b) the Program Venue at any time.
In the event of an alteration to the Program Commencement Date or Program Venue in accordance with this clause, CLIENT is entitled to a refund of the prepaid Program Charges.
- 1.4 Cancellation by CLIENTSubject to clause 1.2, CLIENT acknowledges that once it has entered the Program, QBS begins to incur overheads. Cancellation more than 3 weeks prior to the Program Commencement Date will entitle CLIENT to a 50% refund of the prepaid Program Charges, but, subject to any entitlement of CLIENT at law, there will be no refund in the event of cancellation at a later date.
- 1.5 Coaching servicesCLIENT may additionally purchase coaching services from QBS for PARTICIPANTS. Coaching services will be provided for a total number of pre-agreed hours. Cancellations with less than 48 hours’ notice, and any non-attendances, will be included in the purchased hours.
- 1.6 CompletionA Credly digital badge will be issued upon successful completion.
2.1 Use and disclosure of Confidential Information
CLIENT acknowledges that all QBS materials and methodologies associated with the Program are confidential to QBS, and that CLIENT will not, and will not permit;
- (a) use any of the Confidential Information except to the extent necessary to participate in the Program; or
- (b) disclose any of the Confidential Information to a third party unless required by law.
III. INTELLECTUAL PROPERTY
CLIENT agrees that nothing in these Terms and Conditions transfers or grants any right, title or interest in or to CLIENT in any existing QBS Intellectual Property. Without limiting the foregoing, CLIENT acknowledges and if necessary will procure that any new Intellectual Property created by QBS for or in connection with the Program is and remains vested in QBS
QBS grants CLIENT a non-exclusive, non-transferable licence for PARTICIPANT to use the Program Material solely in connection with their participation in the Program. For the avoidance of doubt:
- (a) the licence referred to in this clause expires upon PARTICIPANT’s completion of the Program; and
- (b) CLIENT is not authorised to copy, and will ensure that a PARTICIPANT does not copy, or in any way reproduce the Program Materials during or subsequent to participation in the Program except as expressly authorised by QBS.
4.1 Personal Information
QBS will ensure that its dealings with Personal Information acquired from CLIENT in connection with the Program conform with its statutory obligations under the privacy laws.
QBS will take reasonable steps to ensure the security of CLIENT’s Personal Information. In the event of a breach of security which affects or potentially affects CLIENT’s Personal Information and which may have a material adverse effect on CLIENT, QBS will:
(a) notify CLIENT; and
(b) comply with its statutory mandatory data breach
V. CHARGES AND PAYMENT
5.1 Payment to QBS
CLIENT agrees to pay QBS the Program Charges set out in the Program Schedule.
All pricing quoted is exclusive of GST which will be levied on all taxable invoice items for products and or professional services delivered in Australia.
5.3 Payment Timing
QBS will provide an invoice to CLIENT for its services, and CLIENT will pay the total amount detailed on that invoice. Invoices are due and payable 28 days from the date of issue or prior to the commencement of the Program, whichever is the earlier. For the avoidance of doubt, the Program will not commence unless and until payment is made.
5.4 Incidental Expenses
CLIENT is responsible for the payment of all incidental expenses associated with PARTICIPANT’s engagement in the Program, including without limitation:
(a) the cost of travel to and from the Program
QBS TERMS AND CONDITIONS
(b) the cost of access to computer facilities for online access to the Program.
- 6.1 Direct and Indirect LossQBS’s liability arising out of or in connection to the delivery or non-delivery of the Program shall be limited to a refund of the Program Charges paid by CLIENT (“Extent of Liability”). CLIENT hereby releases QBS from all claims arising in connection with the services to the extent that QBS’s liability would exceed the Extent of Liability.QBS will not be liable for any loss, claims, demands, damages, expenses or liabilities or any other proceedings resulting from relying on any information provided by CLIENT which is incorrect misleading or incomplete. CLIENT agrees to indemnify QBS from any such liabilities QBS may have to any and all third parties as a result of relying on such information.
QBS shall not be liable to CLIENT for any consequential loss or damage of any kind, including but not limited to loss of profits.
- 6.2 Third Party ClaimsCLIENT will indemnify QBS against all costs loss or liability suffered or incurred by QBS resulting from any claims or demands by third parties with respect to any breach by CLIENT of its obligations under these Terms and Conditions.
VII. WARRANTY AND ACKNOWLEDGEMENT
- 7.1 Due care and skillQBS warrants that the Program will be delivered with due care and skill.
- 7.2 Warranty limitationSubject to clause 7.1, QBS provides no warranty nor does it accept any liability in relation to the effectiveness of the Program in the case of any individual PARTICIPANT. Notwithstanding the foregoing, QBS acknowledges that the delivery of the Program may be subject to consumer guarantees implied by the Australian Consumer Law. In the event of a breach of a consumer guarantee, the liability of QBS will at QBS’s discretion be limited to redelivery of the Program or meeting the cost of having the Program redelivered.
- 7.3 CLIENT AcknowledgementCLIENT acknowledges that:
- (a) benefits arising from the Program are directly affected by PARTICIPANT’s level of input, implementation and commitment to achieving a result;
- (b) CLIENT must make its own arrangements for PARTICIPANT’s online access to the Program, including the electronic acceptance of meeting invitations and the electronic submission of documents;
- (c) without limiting the foregoing, CLIENT must ensure PARTICIPANT provides an email address and creates an account in the learning management system which will be used for the submission of documents and the provision of feedback. All communications with CLIENT and PARTICIPANT will be via the email address(es) supplied;
(d) PARTICIPANT is responsible for submitting each portfolio of evidence to the required standard by the specified completion deadline;
(e) each participant will potentially derive different benefits from the Program, depending principally on how the individual implements what they have learnt;
(f) PARTICIPANT must attest that the portfolio is their own work, and that submitted work will be subjected to a plagiarism filter;
(g) non-attendance at workshops, a failure to submit a portfolio of evidence by the due date, any evidence of plagiarism, or any other failure to meet the minimum competency standards, may result in removal from the Program or otherwise jeopardise PARTICIPANT’s ability to successfully complete the Program.
8.1 Termination for breach or insolvency
QBS may terminate CLIENT’s participation in the Program immediately by notice in writing if:
- (a) CLIENT is in breach of these Terms andConditions and such breach is not rectified within 5 Business Days of notification by QBS, or such shorter period as is reasonable and necessary in the circumstances; or
- (b) CLIENT becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
CLIENT acknowledges that the limitations set out in this clause are fair and reasonable in all the circumstances.
IX. FORCE MAJEURE
9.1 Force Majeure Event
If a Force Majeure Event occurs and a party (Affected Party) is not able to perform its obligations in respect of the Program in whole or in part then the Affected Party’s obligations will be suspended to the extent that the Affected Party is prevented from performing its obligations, provided that a Force Majeure Event does not relieve or suspend any party’s obligation to pay money.
9.2 Notice of Force Majeure Events
The Affected Party must notify the other party as soon as practicable after the Force Majeure Event arises of the Force Majeure Event, the effect of the Force Majeure event and the expected duration of the Force Majeure Event.
9.3 Overcoming a Force Majeure Event
The Affected Party must use all reasonable efforts to overcome the effects of the Force Majeure Event and to resume its obligations in respect of the Program as soon as practicable.
9.4 Termination of Program due to a Force Majeure Event
If the Force Majeure Event continues for more than 30 days, either party may immediately terminate the Program by written notice to the other party
Should QBS require a specialist contractor with skills/experience outside its field of expertise then QBS
may engage such a contractor without the prior approval of CLIENT.
Notices associated with this contract shall be deemed to have been properly served if in writing and sent to the relevant address specified in the Program Schedule or otherwise the usual business address of the other party by certified mail.
- 10.3 VariationsThese Terms and Conditions cannot be varied, except by agreement in writing signed by the parties.
- 10.4 Governing LawAll aspects of the contract shall be governed by the laws of the State of Victoria, Australia, and the parties are bound to submit to the jurisdiction of courts of that State.
For the purposes of this document:
“CLIENT” means the entity which engages QBS to provide the Program, as specified in the Program Schedule.
“Confidential Information” means information that:
- (a) relates to Program Material or QBS training methodologies or which otherwise relates to the business or business strategies, personnel, policies, assets or affairs of QBS or which is otherwise designated as confidential by QBS;
- (b) is by its nature confidential or CLIENT or PARTICIPANT knows, or ought to know, is confidential, but does not include information that:
- (i) is in or enters the public domain through no fault of CLIENT or PARTICIPANT;
- (ii) is or was made available to CLIENT or PARTICIPANT (as the case may be) by a person (other than the disclosing party) who is not or was not then under an obligation of confidence to QBS in relation to that information; or
- (iii) is or was developed by CLIENT or PARTICIPANT (as the case may be) independently of QBS.
“PARTICIPANT” means an individual nominated by CLIENT in the Program Schedule to engage in the Program.
“Personal Information” has the meaning contained in the Privacy Act 1988 (Cth).
“Program” means the QBS program selected by CLIENT and specified in the Program Schedule.
“Program Charges” means the fees payable by CLIENT in order to participate in the Program.
“Program Commencement Date” means the date notified to CLIENT at or prior to the date of enrolment.
“Program Material” means workbooks and other training materials, documentation and aids made available by QBS as part of the Program.
“Program Schedule” means the particulars of the engagement of QBS by CLIENT, including the timetable relating to all phases of the Program.
“Program Venue” means the physical location at which QBS workshops are conducted, as notified by QBS from time to time.
10.6 Terms of Agreement Prevail
The Program Schedule and these Terms and Conditions form the entire agreement between QBS and CLIENT. For the avoidance of doubt, any QBS proposal or promotional material do not form part of the agreement. Unless the Program Schedule expressly provides to the contrary, if any inconsistency arises between these Terms and Conditions and the Program Schedule, these Terms and Conditions prevail to the extent of that inconsistency.