TERMS AND CONDITIONS OF TRADE
In this Agreement, "we", "our" and "us" means Mustang Promotions Pty Ltd ACN 119 711 241 trading as Red Lanyard and "you" means you whether in your personal capacity or as an authorised representative on behalf of another person, business or entity.
1. Definitions
1.1 In this Agreement, the following definitions apply unless the context requires otherwise:
(a) Agreement means the Booking Form submitted by you to us by way of email and accepted by us together with these Terms.
(b) Authorised User means a person who has permission to access the Event Coaching Program and/or Workshop. (c) Booking Form means the booking form completed and/or signed by the Customer or other written confirmation setting out the primary particulars of the arrangements agreed between the Customer and Supplier in respect of this Agreement.
(d) Customer means the person/s booking the Event Coaching Program or Workshop as specified and named in any invoice, document or Booking Form, and if there is more than one Customer is a reference to each Customer jointly and severally.
(e) Confidential Information means:
(i) any information whether or not in material form that directly or indirectly relates to us, the Event Coaching Program or Workshop, the Customers, trade secrets, formulas, designs, accounts, marketing plans, sales plans, prospects, research, management information systems, computer systems, processes and any data base, data surveys, customer lists, specifications, drawings, records, reports, software or other documents, whether in writing or otherwise concerning each of the parties;
(ii) any other information or know-how whether or not in a material form that relates to the business of either party which the other party becomes aware of either before or during the period of this Agreement, or generates in the course of, or in connection with, the carrying out of either party's obligations under this Agreement; and
(iii) any other information relating to either party which information is not in the public domain;
(f) Event Coaching Program means a program that is transmitted over the web using video conferencing software and is supplied by the Supplier to the Customer as particularised in the Booking Form and is delivered over six (6) months.
(g) Event Planning Workshop means a workshop that is transmitted over the web using video conferencing software and is supplied by the Supplier to the Customer as particularised in the Booking Form and delivered across one (1) day.
(h) Event Production Workshop means a workshop that is that is transmitted over the web using video conferencing software and is supplied by the Supplier to the Customer as particularised in the Booking Form and delivered across one (1) day running back to back with the Event Planning Workshop when both the Event Planning Workshop and Event Production Workshop are booked together.
(i) Price means the Price payable for the Event Coaching Program or Workshop as agreed between the Supplier and the Customer in accordance with clause 3 of the Agreement.
(j) Supplier means a legal entity which includes Mustang Promotions Pty Ltd ACN 119 711 241 trading as Red Lanyard and any current or future holding company, subsidiary, related company or successors and assigns of this company or any person acting on behalf of and with the authority of this company.
(k) Tax Invoice means an invoice issued by the Supplier to the Customer in respect of the Event Coaching Program or Workshop;
(l) Terms means these Terms and Conditions of trade.
(m) Workshop means Event Planning Workshop and/or Event Production Workshop jointly with the Workshop Materials supplied by the Supplier to the Customer as particularised in the Booking Form.
(n) Workshop Materials means all course materials (including templates and workbooks) and e-learning products and any other materials supporting the Event Planning Workshop and/or Event Production Workshop provided by the Supplier.
2. Your Acceptance
2.1 The Customer is taken to have accepted and is immediately bound, jointly and severally, by these Terms if the Customer places a booking for an Event Coaching Program or Workshop from the Supplier by completing a Booking Form and sending it to [email protected].
3. Price and Payment
3.1 At the Supplier’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by the Supplier to the Customer;
(b) the Price as at the date of booking the Event Coaching Program and/or Workshop; or
(c) the Supplier’s quoted price which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
3.2 Time for payment for the Event Coaching Program and/or Workshop being of the essence, the Price will be payable by the Customer on the date/s determined by the Supplier, which may be:
(a) at the time of booking the Event Coaching Program and/or Workshop;
(b) before thirty (30) days following the end of the month in which a statement is posted or emailed to the Customer’s address;
(c) the date specified on any invoice or other form as being the date for payment;
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by the Supplier.
3.3 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking or by any other method as agreed to between the Customer and the Supplier.
3.4 Unless otherwise stated the Price does not include GST. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price.
4. Access to Event Coaching Program and/or Workshop
4.1 The Supplier will provide the Customer with a confirmation email containing a username and password to access the Event Coaching Program and/or Workshop via www.redlanyard.com.au as confirmation of the Customer's booking. If the Customer has booked an Event Coaching Program and/or Workshop for multiple users, it is the Customer's responsibility to distribute the usernames and passwords to the additional Authorised Users within its organisation.
4.2 All reasonable efforts will be made by the Supplier to ensure that the Event Coaching Program and/or Workshop takes place on the advertised date and time. In the event that the Event Coaching Program and/or Workshop does not take place, an alternative date and time will be scheduled by the Supplier. The Customer accepts that there will be no right to any refund or cancellation in these circumstances.
4.3 The Customer must ensure that each person having access to the Event Coaching Program and/or Workshop:
(a) is an Authorised User; and
(b) is using the Event Coaching Program and/or Workshop only in accordance with this Agreement and these Terms.
4.4 It is an express term of this Agreement that the Customer advises the Supplier of how many Authorised Users shall be accessing the Event Coaching Program and/or Workshop. In the event that the number changes the Customer shall immediately notify the Supplier of the same. In the event that the Customer fails to notify the Supplier of the correct number of Authorised Users the Supplier shall be entitled to treat such failure as a material breach of this Agreement and is at liberty to pursue the Customer for all the Supplier's direct and consequential losses arising from the Customer's breach of contract including the Supplier's legal fees.
5. Cancellation
5.1 Cancellations received by the Supplier twenty (20) business days or more prior to the Event Coaching Program and/or Workshop date will incur a 10% charge per registration to cover administration costs and is a reasonable estimate of loss and damage.
5.2 Cancellations received by the Supplier less than twenty (20) business days, but more than five (5) business days prior to the Event Coaching Program and/or Workshop date, incur a 50% charge per registration to cover administration costs.
5.3 Cancellations received by the Supplier five (5) business days or less before an Event Coaching Program and/or Workshop date are non-refundable or if payment is yet to be made, the full cost of the Event Coaching Program and/or Workshop is payable. Attendees can be substituted at any time at no cost. Registered persons who do not attend the Event Coaching Program and/or Workshop will incur the full fee.
5.4 Professional learning materials including but not limited to books and notes provided prior to an Event Coaching Program and/or Workshop are non-refundable under any circumstances.
5.5 All cancellations must be made in writing to the Supplier at [email protected].
5.6 In the event that we cancel an Event Coaching Program and/or Workshop and are unable to reschedule the Event Coaching Program and/or Workshop, registered attendees will be notified via email and receive a full refund of their registration fees.
6. Default
6.1 Should you fail to pay us the amounts as set out in a Tax Invoice within 30 days of the date of the Tax Invoice, we, our agents or solicitors will have the right to do one or more of the following actions:
(a) charge you monthly interest on any overdue amounts owed by you at a rate of 2% per month until the date of payment;
(b) commence legal action to recover amounts owed to us and whereby the Customer
indemnifies us for the costs, interest and disbursements including but not limited to legal
costs and debt collection fees; and
(c) list a default against you with Equifax.
7. Confidential Information
7.1 Any party to this Agreement may only disclose Confidential Information:
(a) if the information is in the public domain at the date of this Agreement or subsequently becomes in the public domain (other than as a result of a breach of a confidentiality obligation of a party under this Agreement or any other obligation of confidence);
(b) if the information is required by law or a regulatory body; or
(c) to any other person who must know for the purposes of this Agreement on the basis that the person keeps the information confidential.
1 8. Confidentiality
8.1 The parties to this Agreement must keep details of this Agreement confidential and may only
disclose particulars of this Agreement to its advisers for the purpose of enforcing or exercising
rights granted under this Agreement or to comply with any law or order of any competent court
or tribunal or other authority.
9. Privacy
9.1 Any personal information disclosed by you to us is subject to and will be handled in accordance with the Privacy Act 1988 (Cth) (“Privacy Act”) and the Australian Privacy Principles.
10. Limitation of Liability
10.1 We shall not be bound by any other covenants, representations or warranties other than those
specified in these Terms.
10.2 We are not liable for the detailed content of any Event Coaching Program and/or Workshop,
quality of presentation or if learning outcomes did not entirely meet expectations.
10.3 The Event Coaching Program and/or Workshop is for reference purposes only and is not intended, nor should it be used, as a substitute for professional advice.
10.4 Whilst reasonable efforts are made to keep the Event Coaching Program and/or Workshop up to date, the Customer should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.
10.5 While we do not purport to limit or otherwise affect the operation of State and Federal
laws in Australia, you agree not to hold us liable for any loss, damage or expense incurred (on either an express or an implied basis) from or by the acts or omissions of us, our employees, agents or solicitors whilst we act in accordance with these Terms.
10.6 To the extent that certain laws cannot be excluded, restricted or modified, these Terms must be
read subject to any such laws. If such laws apply, then to the extent that we are entitled to do so, its liability shall be limited, at its discretion, to:
(a) the supplying of the Event Coaching Program and/or Workshop; or
(b) the payment of the cost of having the Event Coaching Program and/or Workshop
supplied.
11. Indemnity
11.1 You will indemnify us against all losses, damages, expenses and costs (on
a full indemnity basis) that we may sustain or incur as a result, whether directly or indirectly, of:
(a) any breach by you of these Terms;
(b) any misleading, false or insufficient details being supplied by you;
(c) any negligence or willful misconduct by you; and
(d) any third party claim, except third party claims arising out of or relating to our negligence,
or our breach of this Agreement.
12. Intellectual Property Rights 12.1 Unless otherwise indicated, we own copyright for the content presented in the Event Coaching Program and/or Workshop. 12.2 The content of the Event Coaching Program and/or Workshop must under no circumstances be recorded or reproduced. 12.3 The Event Coaching Program and/or Workshop is for personal/non-commercial use only. The content must not be modified or republished in any way without the prior consent of the Supplier. 12.4 If you seek to reproduce or otherwise use the content of the Event Coaching Program and/or Workshop in any way it is your responsibility to obtain approval for such use. Any breach of copyright, including recording or any unauthorised use of the material may result in legal action by the Supplier.
13. Waiver
13.1 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the
right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent
another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
14. Severability
14.1 Each of these Terms are severable from the others and severance of a term will not
affect any other term.
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the parties in connection with its
subject matter and supersedes all previous agreements, understandings or communications
between the parties in connection with its subject matter.
16. Jurisdiction and law
16.1 Unless otherwise agreed in writing by us, at our sole selection, the Courts of any State or Territory in Australia will have exclusive jurisdiction in relation to all matters whatsoever concerning these Terms. You irrevocably waive any objection to the venue selected by us in relation to any legal proceedings concerning these Terms. The laws of the State or Territory chosen by us for any such legal proceedings, will govern these Terms.
17. Guarantee and Indemnity
17.1 At the time of receipt of the Agreement, we may at our discretion request that a Guarantor sign a Guarantee and Indemnity (on terms set out in clause 17 herein) before we supply any Webinar to you.
17.2 The Guarantor(s):
(a) guarantees the punctual payment to us of all amounts which you owe now or may owe
at any time in the future to us pursuant to this Agreement;
(b) guarantees the punctual and correct compliance with all obligations (including payment
obligations) which you owe now or may owe in the future to us pursuant to this
Agreement;
(c) indemnifies us against any loss that we may suffer if you do not meet any of your
obligations pursuant to this Agreement.
17.3 This Guarantee and Indemnity creates a principal obligation from the Guarantor(s) to us and it is in addition to any security which we hold from you. This Guarantee and Indemnity may be
enforced without us having to first take any steps against you or your security.
17.4 This Guarantee and Indemnity is not affected and is still enforceable:
(a) if any amount owing to us by you is not recoverable by us for any reason at all;
(b) if we do not comply with any law or any agreement with you;
(c) if we grant any time, release or other concession to you or the Guarantors;
(d) in the event of death, incapacity, administration, bankruptcy or insolvency of you or of
the Guarantor(s);
(e) if a payment by you or by the Guarantor(s) to us is set aside in bankruptcy, liquidation or official management of you or of the Guarantor(s);
(f) if the Guarantor(s) cease to be director of or be involved with you or your status or structure changes at all; and
(g) if any other thing occurs which could otherwise limit the effect of this Guarantee and Indemnity.
17.5 This Guarantee and Indemnity is a continuing guarantee and indemnity and is not wholly or
partially discharged until all arrangements between us and you are ended, all amounts owing to
us by you are paid, and all of your obligations are complied with in full.
17.6 The Guarantor(s) agree to waive all rights inconsistent with the terms of this Guarantee and
Indemnity.
17.7 The Guarantor(s) hereby charge with payment of the Price and the compliance with all obligations secured by this Guarantee and Indemnity all beneficial interests (freehold and
leasehold) in real property held now or in the future by the Guarantor(s). The Guarantor(s) agrees that if demand is made upon him or her or it or them by us, that Guarantor(s) will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required by us to better secure the obligations of the Guarantor(s) under this equitable mortgage and against the event that he, she or it fails to do so within a reasonable time from being so requested, that Guarantor(s) hereby irrevocably and by way of security appoint any credit manager or solicitor engaged by us to be his or hers or its other true and lawful attorney to execute and register such instrument.