Loquitur online terms and conditions for the supply of online witness training courses

AGREED TERMS

1. WHO WE ARE AND HOW TO CONTACT US

www.loquitur.com.au is a website (Site) operated by Loquitur Witness Familiarisation Pty Ltd ABN 73643570209 of Suite 2 Level 1, 9-11 Grosvenor Street, Neutral Bay, NSW 2089, Australia (we, us and our).

To contact us, please email [email protected] or telephone our reception on (02) 8231 6661 .

2. OUR CONTRACT WITH YOU

2.1. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). To the extent permitted by law, no other terms are implied by trade, custom, practice or course of dealing.

2.2. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2. Our acceptance of your order takes place when you click the click-wrap acceptance button confirming your order (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.

3.3. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

4. 7 DAY 100% SATISFACTION GUARANTEE

4.1. You may cancel the Contract and receive a full refund, if you notify us as set out in Clause 4.2 within 7 days of the Commencement Date. You cannot cancel the Contract nor claim a refund following the end of this 7 day period.

4.2. To cancel the Contract, you must email us at [email protected], and include in the email:

4.2.1. Your full name;

4.2.2. Your contact telephone number;

4.2.3. Your organisation and/or employer;

4.2.4. Details of why you are dissatisfied with the course(s) purchased;

4.2.5. Confirmation of your compliance with clause 7 (Your Obligations); and

4.2.6. Confirmation you wish to cancel the contract pursuant to the 7 day 100% satisfaction guarantee.

4.3. If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment.

5. OUR SERVICES

4.1. The provision of online witness training courses as selected by you on our website and provided via our partner websites and plugins.

4.2. We will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

4.3. We warrant to you that the Services will be provided using reasonable care and skill.

4.4. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

4.5. We will provide the Services to you for a period of 6 months, following which we will cease providing the Services to you.

6. NO LEGAL ADVICE AND OUR INDEPENDENCE

6.1. The Parties agree and acknowledge that:

6.1.1. We are not authorised to engage in legal practice pursuant to the laws for the regulation of legal practitioners in the state, territory and/or country in which the Services are provided (Legal Profession Regulations);

6.1.2. We are not a law practice pursuant to the Legal Profession Regulations;

6.1.3. In providing the Services we are not engaging in legal practice pursuant to the Legal Profession Regulations;

6.1.4. the Services do not require us to engage in legal practice pursuant to the Legal Profession Regulations; and

6.1.5. We, our agents and contractors must at all times remain independent of the details of any underlying judicial, arbitral or similar function for which the Services may be engaged and you (and your representatives) shall not discuss or notify, or seek to discuss or notify us, our agents or contractors of the details of such underlying function.

7. YOUR OBLIGATIONS

7.1. It is your responsibility to ensure that:

7.1.1. The terms of your order are complete and accurate;

7.1.2. you cooperate with us in all matters relating to the Services;

7.1.3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

7.1.4. you comply with all applicable laws, including health and safety laws;

7.1.5. you keep all of our materials, videos, documents, intellectual property and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation; and

7.1.6. you are not a competitor with us, or not associated with a competitor of ours, and that you do not use, nor intend to use, our Services to compete with us or assist any others who are or may compete with us.

7.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 7.1 (Your Default):

7.2.1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 14 (Termination);

7.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

7.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

8. CHARGES

8.1. In consideration of us providing the Services, you must pay our charges (Charges) in accordance with this Clause 8.

8.2. The Charges are the prices quoted on our site at the time you submit your order.

8.3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

8.4. Our Charges are exclusive of goods and services tax (GST). Where GST is payable in respect of some or all of the Services, you must pay us such additional amounts in respect of GST, at the applicable rate, at the same time as you pay the Charges.

9. PAYMENT

9.1. Payment for the Services is in advance. We will take your payment when you place your order.

9.2. You can pay for the Services using a debit card or credit card or other payment providers we may engage from time to time.

9.3. We will send you an electronic invoice within seven days following payment.

9.4. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 14 (Termination), you will have to pay interest on the amount unpaid at the Reserve Bank of Australia cash rate plus 5%. Interest accrues on a day to day basis from the due date up to and including the date of actual payment.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All intellectual property rights in or arising out of or in connection with the Services will be owned by us or sub-licenced to us.

10.2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to review our training materials for the purpose of receiving and using the Services. You may not sublicense, assign or otherwise transfer the rights granted in this Clause 10.2.

10.3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you and to others.

10.4. This Clause 10 will survive termination of the Contract.

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1. We will use any personal information you provide to us to:

11.1.1. provide the Services;

11.1.2. process your payment for the Services; and

11.1.3. inform you about similar products or services or benefits that we or our selected partners provide, but you may stop receiving this information at any time by contacting us.

12. LIMITATION OF LIABILITY

12.1. Nothing in this Contract limits or excludes our liability:

12.1.1. for death or personal injury caused by its negligence or wilful misconduct or that of its employees, as applicable;

12.1.2. for fraud or fraudulent misrepresentation by it or its employees, as applicable; or

12.1.3. where liability cannot be limited or excluded by applicable law.

12.2. Subject to Clause 12.1 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any:

12.2.1. loss of profits;

12.2.2. loss of sales or business;

12.2.3. loss of production;

12.2.4. loss of agreements or contracts;

12.2.5. loss of business opportunity;

12.2.6. loss of anticipated savings;

12.2.7. loss of or damage to goodwill;

12.2.8. loss of reputation; or

12.2.9. loss of use or corruption of software, data or information.

12.3. Subject to Clause 12.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with this Contract, including any breach by us of this Contract however arising, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the amount you paid for the Services, excluding GST if applicable.

12.4. Nothing in this Contract is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of services.

12.5. If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option, the resupply of the services or the payment of the cost of resupply.

12.6. This clause 12 will survive termination of the Contract.

13. CONFIDENTIALITY

13.1. We each undertake that we will not, at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 13.2.

13.2. We each may disclose the other’s confidential information:

13.2.1. where the information is in the public domain as at the date of this Contract (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on either of us);

13.2.2. if either of us is required to disclose the information by applicable law, court or tribunal or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

13.2.3. where the disclosure is expressly permitted under this Contract;

13.2.4. if disclosure is made to our respective officers, employees and professional advisers to the extent necessary to enable either of us to properly perform our obligations under this Contract or to conduct our business generally, in which case the we each must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;

13.2.5. where the disclosure is required for use in legal proceedings regarding this Contract; or

13.2.6. if the party to whom the information relates has otherwise consented in writing before the disclosure.

13.3. Save as otherwise provided in this Contract, each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. TERMINATION

14.1. Without affecting any of our other rights, we may suspend the performance of Services, or terminate this Contract with immediate effect by giving written notice to you if:

14.1.1. you fail to pay any undisputed amount due under this Contract on the due date for payment and you remain in default not less than 30 days after being notified in writing to make such payment;

14.1.2. you commit a material breach of any other term of this Contract and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so. For the avoidance of doubt a breach of Clauses 7.1.5 and 7.1.6 are agreed to be an irremediable breach of this Contract; or

14.1.3. an insolvency event occurs in relation to you;

14.2. On termination of the Contract you must delete and/or destroy all of Our Materials. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose.

14.3. Termination of this Contract does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract that existed at or before the date of termination.

14.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

15. FORCE MAJEURE

15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

15.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

15.2.1. we will contact you as soon as reasonably possible to notify you; and

15.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

15.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

16. NON-SOLICITATION

16.1. During the term of this Contract and for a period of 12 months following the termination or expiration of this Contract, you will not make any solicitation to:

16.1.1. employ our personnel or contractors without our prior written consent; and

16.1.2. provide services similar to the Services to any of our current, former or potential clients.

17. NOTICES

17.1. When we refer to “in writing” in these Terms, this includes email.

17.2. Any notice or other communication given under or regarding the Contract must be in writing and may be delivered by email, delivered personally (with copy by email) or sent by pre-paid post (with a copy by email).

17.3. A notice or other communication is deemed to have been received:

17.3.1. if delivered by hand to the nominated address, when delivered to the nominated address;

17.3.2. if sent by pre-paid post, at 9.00 am (addressee’s time) on the second Business Day after the date of posting; or

17.3.3. if sent by email, at the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

17.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

17.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. VARIATION

18.1. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

19. NO WAIVER

19.1. Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Contract unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

19.2. Words or conduct referred to in Clause 19.1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

20. ASSIGNMENT AND NOVATION

20.1. We may assign or transfer our rights and obligations under the Contract to another entity.

20.2. You may only assign or transfer your rights or your obligations under the Contract to another person if we specifically agree in writing.

20.3. A breach of Clause 20.2 by you entitles us to terminate this Contract.

SEVERABILITY

21.1. If the whole or any part of a provision of this Contract is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable term or not.

21.2. Clause 21.1 does not apply if the severance of a provision of this Contract in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Contract.

22. RELATIONSHIP OF THE PARTIES

22.1. The Contract is between you and us. No other person has any rights to enforce any of its term.

23. ANNOUNCEMENTS

23.1. Notwithstanding Clause 13 above (Confidentiality):

23.1.1. You agree that all comments and feedback provided to us may be used in our promotional materials; and

23.1.2. Both parties agree to allow the other the limited right to use their or their organisation’s logo in that party’s marketing material provided that the Logo will not be used in a manner that implies sponsorship or endorsement of that party by the other.

24. GOVERNING LAW AND JURISDICTION

24.1. These terms and conditions, their subject matter and their formation, are governed by Australian law. You and we both agree that the courts in Australia will have exclusive jurisdiction.