You acknowledge that you have read and understood this Agreement and all terms and conditions, and you agree to be legally bound by these terms and conditions.

THIS AGREEMENT IS dated immediately.

AND IS BETWEEN:

Manley Group International Pty Ltd as trustee for the Manley Family Trust t/as Athena Manley [ABN 54516472381] (“Athena Manley” “us”/ “we”)

And:

The Client as further described in the Proposal (“the Client/you/your”)

 

1.      WHY DO WE HAVE THIS AGREEMENT?

1.1. We have this agreement to provide various consulting services which could include training, coaching, strategic planning, management consulting, leadership development and contract executive (“Consulting Services”/”Services”).

1.2. This Agreement starts on the Commencement Date and terminates on the last day of the Consulting Period, or in accordance with the termination clause, whichever is earlier.

 

2.      THE CONSULTING SERVICES WE WILL PROVIDE

2.1. We will perform the Consulting Services

2.1.1.           with due care, skill and diligence; and

2.1.2.           in accordance with all relevant legislation, regulations, and requirements of authorities at the time.

2.2. The Consulting Services will be performed personally by Athena Manley or by her Representatives.

2.3. We will seek your prior written consent before continuing the Consulting Services after the Consulting Period, after which this Agreement will continue in full force and effect for the following agreed Consulting Period. 

2.4. We agree to:

2.4.1.           keep you informed of the progress of the Consulting Services;

2.4.2.           keep all your documents secure and return all documents at the termination of this Agreement;

2.4.3.           comply with our privacy policy, details of which you can find on our website.

 

3.      VARIATIONS AND ADDITIONAL SERVICES

3.1. After the Commencement Date, if you require any changes to the Services, or to add additional services, you must notify us as soon as possible, and we may provide you with an amended Schedule, or terminate this Agreement at our discretion.

3.2. Additional charges will apply for any additional services not included in our Services as set out in the Proposal.

3.3. We will notify you as soon as possible if we need to vary the Services or this Agreement in any way.

 

4.      YOUR OBLIGATIONS

4.1. You must provide all information we request in order for us to perform the Consulting Services.

4.2. You represent and warrant that

4.2.1.           all information you provide is true, correct, current, and to the best of your knowledge;

4.2.2.           you will respond promptly to any of our requests for further information; and

4.2.3.           the Client Representative has full authority to make all your decisions related to the Services, including whether to follow our advice and recommendations.

4.3. You acknowledge and agree that you will grant us reasonable access to the Site for the purpose of conducting the Services.

4.4. We may become aware during the performance of the Services that you may need additional services, and you agree to co-operate with us in this regard.

4.5. We will make recommendations of consultants and suppliers and may brief and co-ordinate consultants and suppliers on your behalf, however, at all times, any engagement of a consultant or supplier is a contract between you and that third party, and you are responsible for all payments to that third party, and we are not to be involved.

 

5.      THE FEES YOU NEED TO PAY

5.1. You must pay the non-refundable Deposit to secure the Consulting Services.

5.2. You agree that you will pay us the Consulting Fee for the Consulting Services, and any Additional Fees.

5.3. We will invoice you for the Consulting Fee and any Additional Fees at the end of the Services, or when otherwise agreed.

5.4. All Invoices are due within 7 days of the invoice.

5.5.  Interest will be charged on any unpaid invoices at the rate of 7% per annum calculated monthly. Any legal collection fees that are incurred will be charged to you.

 

6.      CONFIDENTIAL INFORMATION

6.1. Both parties agree to keep confidential and secure all Confidential Information. Either party must not disclose or permit any person or third-party to access any Confidential Information unless it is required to perform the Services, in which case, the relevant party must ensure they are under the same duty of confidentiality under this Agreement.

6.2. Each party must notify the other party immediately upon becoming aware of any unauthorised use, disclosure, copying, or loss of any or all of the Confidential Information.

6.3. Each party acknowledges and agrees that they are fully responsible for any breach of the obligation of confidentiality, including any indirect and consequential loss which may result from that breach. 

 

7.      CANCELLATIONS, RESCHEDULING AND REFUNDS

7.1. In case cancellations are made with less than 48 hours’ notice will result in the assessment of a Cancellation Fee, based on the work completed.

7.2. In the event of cancellations made with less than a 14-day notice, the Deposit will be considered forfeited. Where more than 14 days prior written notice is provided, we may at our sole discretion consider refunding the Deposit.

7.3. Where we need to cancel the Services, we will provide you with a full refund. 

7.4. To the extent permitted by law, any other refunds for any cancellations of the Consulting Services are at our absolute discretion.

7.5. We do not provide refunds for your change of mind, where you failed to provide us with adequate information or clearly explain your needs, or where you have failed to act on our advice.  

 

8.      THE AUSTRALIAN CONSUMER LAW

8.1. Our Services come with guarantees that cannot be excluded under Australian Consumer Law. For major failures with a Service, you are entitled to cancel your service contract with us and to a refund of the unused portion, or to compensation for its reduced value.

8.2. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. 

9.      INTELLECTUAL PROPERTY AND PUBLICITY

9.1. We either own or possess the necessary license to use all Intellectual Property Rights in any Materials we may provide you throughout the performance of the Consulting Services.

9.2. All Intellectual Property Rights in the Materials are retained by us, and we grant you a non-exclusive, revocable, royalty-free license for the period of this Agreement to use those Materials inside your organisation, or otherwise with our express written consent.

9.3. Additionally, during the provision of Consulting Services, there may be developments by you on the Materials (“Developed Materials”).

9.4. Intellectual Property Rights for Developed Material may be either assigned to you / retained by us, subject to our prior written consent for any use by you.

9.5. Where the Intellectual Property Rights in Developed Materials is assigned to you, you grant us an exclusive, irrevocable, royalty-free, worldwide, perpetual license to use the Developed Material during the Consultancy Services for the purposes of know-how and training.

9.6.  You permit us to use any photos, videos and testimonials you provide to us for marketing and information purposes, or prohibitions, exhibitions and professional awards, specifically for reference in future work. When we capture photos or videos of you, we will seek your consent before using them.

9.7. You must also seek our prior written consent before any publication of information about our Consulting Services.  Where permitted, we will require observation of our Moral Rights. 

 

10.   NO FINANCIAL ADVICE

10.1.                  You acknowledge and agree that any information or materials provided by us during the provision of Consulting Services, including but not limited to financial information is not intended to constitute financial advice. We do not do any auditing or financial analysis. We are not licensed financial advisors and do not provide any recommendations or opinions regarding financial matters.

10.2.                  You agree that you will not rely on any information or materials provided by us as financial advice, and that you will seek independent professional advice before making any financial decisions. We do not accept any responsibility or liability for any loss or damage arising from your reliance on such information or materials.

 

11.   LIMITED LIABILITY AND INDEMNITY

11.1.                   To the extent permitted by law, our liability is limited, at our option to:

11.1.1.         the replacement of the services or the supply of equivalent services; or

11.1.2.         the payment of the cost of replacing the services or of acquiring equivalent services.

11.2.                  You agree and acknowledge that we are not liable for any Loss or damage which may result from the Consulting Services.

11.3.                  In any case, our liability to you will not exceed the amount actually paid by you to us for the most recent invoice we have sent you that has been paid.

11.4.                  You acknowledge, agree and undertake to indemnify us and keep us at all times fully indemnified from and against any Claims whatsoever arising directly or indirectly as a result of any breach by you of this Agreement, any conduct by you in using our Consulting Services, and any third-party claims.

 

12.   TERMINATION

12.1.                  In the event that we become aware of or have reasonable grounds to believe that there is, or maybe, a conflict of interest, or where there are identified unethical practices, or lack of client engagement. we reserve the right to take appropriate action, including but not limited to, suspending or terminating the Consulting Services.

12.2.                  We may also, at our option and without prejudice to any of our rights, immediately terminate this Agreement where you default on any of our invoices, breach this Agreement, or commit an act of bankruptcy.

12.3.                  Upon termination, you must pay to us all accrued Consulting Fees and Additional Fees owing up to the date of termination.

12.4.                  Clause 6, 8 – 14 survive termination of this Agreement.

 

13.   IF THERE IS A DISPUTE

13.1.                  If at any time any aspect of the Services is not reasonably acceptable to you or we disagree on the quality or substance of the Services you will immediately notify us of any such reason, the specifics and will give a reasonable opportunity for us to respond and address any concerns.

13.2.                  If a dispute arises, you acknowledge and agree that confidentiality is paramount to our reputation. At no time will any communications or discussions be made public, including but not limited to any social media websites. Any public discussion or comments considered defamatory, negative or otherwise damaging will be the subject of compensation in any mediation or litigation claim.

13.3.                  In the event of any dispute that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.

 

14.   RELATIONSHIP

14.1.                  The relationship of the parties under this Agreement is that of a principal and independent contractor. This Agreement does not create a relationship of partner, joint ventures, employee, or agent. No act or omission of either party will bind the other party except as expressly set out in this Agreement.

 

15.   THE GOVERNING LAW AND OTHER MATTERS

15.1.                  This agreement completely states the agreement of the parties as to its subject matter. It supersedes, and its terms govern all previous communications, representations, inducements, undertakings, agreements and arrangements between the parties in respect of its subject matter.

15.2.                  This Agreement may not be modified or amended except in writing signed by both parties.

15.3.                  If any Services have been provided by us before the date of signing of this Agreement, the parties agree that this Agreement applies retrospectively.

15.4.                  The failure by us to exercise any right or enforce any provision in these Terms does not waive the future operation of that right or provision.

15.5.                  In the event that a provision in this Agreement is not enforceable, such provision shall be severed from this agreement to the extent permitted by law, and the remaining provisions will remain in full force and effect.

15.6.                  This Agreement must not be transferred or assigned without the prior written consent of the other party.

15.7.                  This Agreement may be signed electronically in counterparts. Agreement may be made via checkbox during the checkout process if services are purchased online.

15.8.                  This Agreement is governed by the laws from time to time in force in the state of QLD Australia.  Both parties agree to unconditionally submit to the non-exclusive jurisdiction of the courts of QLD for determining any dispute concerning this Agreement.

 

DEFINITIONS:

“Agreement” means these terms and conditions, and the Proposal.

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010.

“Claim” means any claim under statute, tort, contract, or negligence, any demand, awards or costs.

“Confidential Information” means any information in any form that is about business structure, methods, procedures, financial information, sales, marketing or promotional information, any personal information as defined under the Privacy Act 1988 (Cth) and any information that one party tells the other is confidential, or is marked as confidential; it does not include information already in the public domain, or that is required to be disclosed by law.

“Information” is defined in the Proposal and includes any information you provide to us during the Consulting Services.

 “Intellectual Property Rights” means all trademark, copyright, design rights, patents, trade secrets, confidential information and all other intellectual property rights whether registered or unregistered.

“Loss and Damage” means any direct, indirect, consequential or incidental loss or damage. It includes, but is not limited to any loss, personal injury, death, negligence, loss of profits, revenue, salary, property damage, loss of enjoyment, virus or damage to your systems, or reliance on our Consulting Services.

“Materials” means any training or workshop content, or any other materials we may provide you during the Services.

“Moral Rights” means the moral rights pursuant to the Copyright Act 1968 (Cth).

“Representatives” means any of our directors, officers, employees, independent contractors, agents, consultants, advisors, and other representatives.

“Site” means the site you require the Consulting Services to be performed from time to time, as notified by you to us.

All other capitalised terms are defined in the Proposal.