Standard Service Terms and Conditions

BACKGROUND:

Loquitur Witness Familiarisation Pty Ltd (the “Service Provider”) provides education and training services to various clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• • “Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions which shall govern provision of the Services;
  • “Client” Means you, the party procuring the Services from the Service Provider;
  • “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
  • “Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified between the Service Provider and Client;
  • “Intellectual Property Rights” means
    • (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
    • (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
    • (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
    • (d) the right to sue for past infringements of any of the foregoing rights;
      “Legal Profession Regulations” means the laws for the regulation of legal practitioners in the state, territory and/or country in which the Services are provided;
  • “Services”means the training services to be provided by the Service Provider to the Client as agreed between the Service Provider and Client, and subject to the terms and conditions of the Agreement; and

1. 2.1   The Service Provider shall provide the Services to the Client.
2. 2.2   The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the education and training sector in Australia.
3. 2.3   The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

1. 3.1   The Service Provider shall retain the ownership of any and all Intellectual Property Rights that may subsist in anything produced by the Service Provider in the course of providing the Services. Subject at all times to the prompt payment of the Fees by the Client, the Service Provider shall be deemed to automatically grant a royalty-free, non-transferrable, non-sublicensable, non-exclusive licence of any and all such rights to the Client to use the same for its internal education and training purposes, in accordance with the terms of the Agreement.
2. 3.2   The Service Provider shall assert all moral rights which may arise.

2. 4.1   The Client shall use all reasonable endeavours to provide all pertinent information and assistance to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3. 4.2   The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement within 30 days following the issue of an invoice to the Client from Service Provider.
4. 4.3   Any sums which remain unpaid following the expiry of this period shall incur interest on a daily basis at the ATO GIC rate.
5. 4.4 The Client agrees that all comments and feedback provided to the Service Provider may be used in the Service Provider’s promotional materials.
6. 4.5 Both parties agree to allow the other the limited right to use their 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.

2. 5.1   The Parties agree and acknowledge that:

1. a.   The Service Provider is not authorised to engage in legal practice pursuant to the Legal Profession Regulations;
2. b.   The Service Provider is not a law practice pursuant to the Legal Profession Regulations;
3. c.   In providing the Services the Service Provider is not engaging in legal practice pursuant to the Legal Profession Regulations;
4. d.   the Services do not require the Service Provider to engage in legal practice pursuant to the Legal Profession Regulations; and
5. e.   The Service Provider, its 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 the Client (and its representatives) shall not discuss or notify, or seek to discuss or notify the Service Provider, its agents or contractors of the details of such underlying function.

6. Liability, Indemnity and Insurance

2. 6.1   The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
3. 6.2   In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
4. 6.3   The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to three (3) times the Fees. The Service Provider will not be liable for any consequential loss suffered by the Client.
5. 6.4   The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
6. 6.5   Nothing in these Terms and Conditions nor the Agreement shall limit or exclude the Service Provider’s liability for such actions for which liability cannot be excluded.

7. Confidentiality

2. 7.1   Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and after its termination:

1. 7.1.1   keep confidential all Confidential Information;
2. 7.1.2   not disclose any Confidential Information to any other party;
3. 7.1.3   not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
4. 7.1.4   not make any copies of, record in any way or part with possession of any Confidential Information; and
5. 7.1.5   ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Agreement.

2. 7.2   Either Party may:

1. • 7.2.1   disclose any Confidential Information to:
     • 7.2.1.1   any sub-contractor or supplier of that Party;
     • 7.2.1.2   any governmental or other authority or regulatory body; or
     • 7.2.1.3   any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

   to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law; and

   • 7.2.2   use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

2. 7.3  The provisions of Clause 8 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

8. Term and Termination

9. Data Protection

10. No Waiver

11. Set-Off

12. Assignment and Sub-Contracting

13. Relationship of the Parties

14. Non-Solicitation

1. a.   employ or contract the services of any person who is or was employed by, contracted to, or otherwise engaged by the other Party at any time in relation to the Agreement; or.
2. b.   solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party.

15. Severance

16. Law and Jurisdiction